CERTIFICATE OF AMENDMENT

EXHIBIT 3.3

CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF QUANTA SERVICES, INC.

Pursuant to Section 242 of the Delaware General Corporation Law, the
undersigned Vice President, Secretary and General Counsel of Quanta Services,
Inc., a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), hereby certifies as follows:

1. The name of the Corporation is Quanta Services, Inc.

2. The first paragraph of Article FOURTH of the Amended and Restated
Certificate of Incorporation of the Corporation is amended to read in
its entirety as follows:

"FOURTH. The aggregate number of shares of capital stock that the
Corporation will have authority to issue is One Hundred Thirteen
Million, Three Hundred Forty Five Thousand, Three Hundred Thirty
Three (113,345,333), One Hundred Million (100,000,000) 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")."

3. This amendment has been duly adopted in accordance with Section 242
of the Delaware General Corporation Law.

Signed this 25th day of May, 1999.


/s/ BRAD EASTMAN
-----------------------------------
Brad Eastman
Vice President, Secretary and General Counsel