CERTIFICATE OF INCREASE

Exhibit 3.10

CERTIFICATE OF INCREASE

OF

SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

OF

QUANTA SERVICES, INC.

(Pursuant to Section 151 of the General Corporation Law
of the State of Delaware)

-------------------------------------

Quanta Services, Inc. (the "Company"), a corporation organized
and existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 151(g) thereof, DOES HEREBY CERTIFY:

That pursuant to the authority set forth in the Restated
Certificate of Incorporation of the Company, a committee of the Board of
Directors of the Company, pursuant to the authority conferred upon the committee
by the Board of Directors of the Company, has adopted the following resolution
increasing the number of authorized shares of Series B Junior Participating
Preferred Stock of the Company:

RESOLVED: That the number of shares of the series of
Preferred Stock of the Company designated as Series B Junior
Participating Preferred Stock be, and hereby is, increased
from 700,000 shares to 1,000,000 shares; and that the
appropriate officers of the Company be and hereby are
authorized and directed in the name and on behalf of the
Company to execute and file a Certificate of Increase with the
Secretary of State of the State of Delaware increasing the
number of shares constituting the Series B Junior
Participating Preferred Stock from 700,000 to 1,000,000 and to
take any and all other actions deemed necessary or appropriate
to effectuate this resolution.




IN WITNESS WHEREOF, the Company has caused this Certificate of Increase
to be executed by its duly authorized officer on this 1st day of December, 2001.

QUANTA SERVICES, INC.


By: /s/ Dana A. Gordon
-----------------------------------------
Name: Dana A. Gordon
Office: Vice President - General Counsel