AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EXHIBIT 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
QUANTA SERVICES, INC.

Quanta Services, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), hereby adopts this Amended and Restated Certificate of
Incorporation, which accurately restates and integrates the provisions of the
existing Certificate of Incorporation of the Corporation and all amendments and
restatements thereto that are in effect on the date hereof (the "Certificate of
Incorporation") and further amends the provisions of the Certificate of
Incorporation as described below, and does hereby further certify that:

1. The name of the Corporation is Quanta Services, Inc. The original
certificate of incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on August 19, 1997, and the Corporation was
formerly known as Fabal Construction, Inc. The Certificate of Incorporation was
further amended and restated on December 22, 1997.

2. The Board of Directors of the Corporation duly adopted a resolution
proposing and declaring advisable the amendments to the Certificate of
Incorporation as described herein, and the holders of at least a majority of the
Corporation's outstanding capital stock have duly adopted such amendments, all
in accordance with the provisions of Sections 228, 242 and 245 of the DGCL.

3. This Amended and Restated Certificate of Incorporation is being filed
pursuant to Sections 242 and 245 of the Delaware General Corporation Law in
order to restate the Certificate of Incorporation of the Corporation as amended
to date, and also to amend further the Certificate of Incorporation to provide
that from and after such time that any class of the Corporation's equity
securities is traded on a national securities exchange, the stockholders of the
Corporation may take action only at an annual or special meeting of stockholders
of the Corporation and not via any consent in writing by such stockholders.

4. In the preceding Amended and Restated Certificate of Incorporation,
each outstanding share of then existing Common Stock, par value $0.01 per share,
was converted into and reclassified as 1,613.6016 shares of Limited Vote Common
Stock (as defined below), par value $0.00001 per share. Certificates
representing reclassified shares were canceled and upon presentation of the
canceled certificates to the Corporation, the holders thereof shall be entitled
to receive certificate(s) representing the new shares into which such canceled
shares have been converted.

5. The Certificate of Incorporation is hereby restated and further amended
to read in its entirety as follows:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

FIRST. The name of the corporation is Quanta Services, Inc.

SECOND. The Corporation's registered office in the State of Delaware is
1209 Orange Street, Corporation Trust Center, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware.

THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH. The aggregate number of shares of capital stock that the
Corporation will have authority to issue is Fifty Million (50,000,000), Thirty
Six Million, Six Hundred Fifty Four Thousand, Six Hundred Sixty Seven
(36,654,667) of which will be shares of Common Stock, having a par value of
$0.00001 per share (hereinafter called "Common Stock"), Three Million, Three
Hundred Forty Five Thousand, Three Hundred Thirty Three (3,345,333) of which
will be shares of Limited Vote Common Stock, having a par value of $0.00001 per
share (hereinafter called "Limited Vote Common Stock") and Ten Million
(10,000,000) of which will be shares of preferred stock, having a par value of
$0.00001 per share (hereinafter called "Preferred Stock").

(a) Preferred Stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of any one
series of Preferred Stock will be identical except as to the dates of issue and
the dates from which dividends on shares of the series issued on different dates
will cumulate, if cumulative. Authority is hereby expressly granted to the
Board of Directors to authorize the issuance of one or more series of Preferred
Stock, and to fix by resolution or resolutions providing for the issue of each
such series the voting powers, designations, preferences, and relative,
participating, optional, redemption, conversion, exchange or other special
rights, qualifications, limitations or restrictions of such series, and the
number of shares in each series, to the full extent now or hereafter permitted
by law.

(b) Subject to the preferred rights of the holders of shares of any class
or series of Preferred Stock, the holders of Common Stock shall be entitled to
receive out of the funds of the Corporation legally available therefor, such
dividends (payable in cash, stock or otherwise) as the Board of Directors may
from time to time determine, payable to stockholders of record on such dates,
not exceeding 60 days preceding the dividend payment dates, as shall be fixed
for such purpose by the Board of Directors in advance of payment of each
particular dividend. All dividends on Common Stock shall be paid pari passu
with dividends on Limited Vote Common Stock.

In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of Preferred Stock as provided
by the Board of Directors with respect to any such class or eries of Preferred
Stock, the remaining assets of the Corporation available for distribution to
stockholders shall be distributed among and paid to the holders of Common Stock
and Limited Vote Common Stock ratably in proportion to the number of shares of
Common Stock and Limited Vote Common Stock held by them respectively.

2

Except as otherwise required by law, each holder of shares of Common Stock
shall be entitled to one vote for each share of Common Stock standing in such
holder's name of the books of the Corporation.

(c) Subject to the preferred rights of the holders of shares of any class
or series of Preferred Stock, the holders of the Limited Vote Common Stock shall
be entitled to receive, as and when declared by the Board of Directors, such
dividends (payable in cash, stock or otherwise) as the Board of Directors may
from time to time determine, payable to stockholders of record on such dates,
not exceeding 60 days preceding the dividend payment dates, as shall be fixed
for such purpose by the Board of Directors in advance of payment of each
particular dividend. All dividends on Limited Vote Common Stock shall be paid
pari passu with dividends on Common Stock.

Holders of Limited Vote Common Stock voting as a class shall be entitled to
elect one member of the Board of Directors, but shall not otherwise be entitled
to vote in the election of directors of the Corporation. Only holders of
Limited Vote Common Stock shall have the right to remove the member elected by
them from the Board of Directors. Subject to the foregoing, and except as
otherwise required by law, each holder of shares of Limited Vote Common Stock
shall be entitled to one-tenth of one vote for each share of Limited Vote Common
Stock standing in such holder's name of the books of the Corporation.

Each share of the Limited Vote Common Stock will automatically convert into
Common Stock on a share-for-share basis in the event of a disposition of
such share of Limited Vote Common Stock by the holder.

(d) The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable laws.

FIFTH. The number of directors of the Corporation shall be as specified
in, or determined in the manner provided in, the Bylaws, but shall be at least
one and not more than nineteen. Election of directors need not be by written
ballot. A director of the Corporation may be removed only for cause and only
upon the affirmative vote of the holders of a majority of the outstanding
capital stock of the Corporation entitled to vote at an election of directors,
subject to further restrictions on removal, not inconsistent with this Section,
as may be contained in the bylaws.

Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Directors' resolutions applicable thereto, and such directors so
elected shall not be subject to the provisions of this Section unless expressly
provided by such terms.

3

SIXTH. No stockholder of the Corporation will, solely by reason of holding
shares of any class, have any preemptive or preferential right to purchase or
subscribe for any shares of the Corporation, now or hereafter to be authorized,
or any notes, debentures, bonds or other securities convertible into or carrying
warrants, rights or options to purchase shares of any class, now or hereafter to
be authorized, whether or not the issuance of any such shares or such notes,
debentures, bonds or other securities would adversely affect the dividend,
voting or any other rights of such stockholder. The Board of Directors may
authorize the issuance of, and the Corporation may issue, shares of any class of
the Corporation, or any notes, debentures, bonds or other securities convertible
into or carrying warrants, rights or options to purchase any such shares,
without offering any shares of any class to the existing holders of any class of
stock of the Corporation.

SEVENTH. At all meetings of stockholders, a quorum will be present if the
holders of a majority of the shares entitled to vote at the meeting are
represented at the meeting in person or by proxy. From and after the first date
as of which any class of the Corporation's equity securities is traded on a
national securities exchange, (i) any action required or permitted to be taken
by the stockholders of the Corporation must be effected at an annual or special
meeting of stockholders of the Corporation and may not be effected by any
consent in writing by such stockholders and (ii) special meetings of the
stockholders of the Corporation may be called only by the Chairman of the Board
of Directors and shall be called within ten (10) days after receipt of the
written request of the Board of Directors, pursuant to a resolution approved by
a majority of the whole Board of Directors.

EIGHTH. Stockholders of the Corporation will not have the right of
cumulative voting for the election of directors or for any other purpose.

NINTH. The Board of Directors is expressly authorized to alter, amend or
repeal the Bylaws of the Corporation or to adopt new Bylaws.

TENTH. (a) The Corporation will, to the fullest extent permitted by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, indemnify any and all persons it has power to indemnify under such law
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by such law. Such indemnification may be provided
pursuant to any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his director or officer capacity
and as to action in another capacity while holding such office, will continue as
to a person who has ceased to be a director, officer, employee or agent, and
will inure to the benefit of the heirs, executors and administrators of such a
person.

(b) If a claim under the preceding paragraph (a) is not paid in full by the
Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will be entitled to be paid also the expense of
prosecuting such claim. It will be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible under the laws of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving

4

such defense will be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the laws of
the State of Delaware nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, will be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

ELEVENTH. To the fullest extent permitted by the laws of the State of
Delaware as the same exist or may hereafter be amended, a director of the
Corporation will not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of this Article will not increase the personal liability of any
director of the Corporation for any act or occurrence taking place before such
repeal or modification, or adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
The provisions of this Article shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of a director
that has not been eliminated by the provisions of this Article.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed this 23rd day of January, 1998.


QUANTA SERVICES, INC.



By: /s/ John R. Colson
---------------------------
John R. Colson
Chief Executive Officer