CERT.OF AMEND.TO CERTIFICATE OF DESIGNATION

EXHIBIT 3.7

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF DESIGNATION, RIGHTS AND
LIMITATIONS OF THE SERIES A CONVERTIBLE PREFERRED STOCK OF QUANTA SERVICES, INC.


The undersigned Delaware corporation, for the purpose of filing an
amendment to the Certificate of Designation, Rights and Limitations for its
Series A Convertible Preferred Stock, hereby certifies:

ARTICLE I

The name of the corporation is Quanta Services, Inc.

ARTICLE II

The Certificate of Designation, Rights, and Limitations of the Series A
Convertible Preferred Stock is hereby amended as follows:

1) Section I is amended in its entirety to read as follows:

1. Designation. Three Million Four Hundred Forty Four Thousand Nine
Hundred Sixty One (3,444,961) shares of the authorized and unissued
preferred stock of the Corporation, $0.00001 par value per share,
are hereby designated "Series A Convertible Preferred Stock" (the
Series A Preferred Stock").

2) Section 2(a) is amended in its entirety to read as follows:

(a) Preferred. Subject to Sections 2(c) and (d) below, the holders
of Series A Preferred Stock shall be entitled to receive dividends
in cash at the rate of 0.5% per annum on an amount equal to $53.99,
plus all unpaid dividends accrued, on each outstanding share of
Series A Preferred Stock (as adjusted pursuant to Section 5 hereof
with respect to such share), when and as declared by the Board of
Directors out of the funds legally available for that purpose (the
"Preferred Dividend"). FOR THE PURPOSES OF SECTION 4 HEREOF, THE
PURCHASE PRICE OF EACH SHARE OF SERIES A PREFERRED STOCK SHALL BE
DEEMED TO BE $100.00 (THE "PURCHASE PRICE"). The Preferred Dividend
on each share of Series A Preferred Stock shall be cumulative from
the date of issuance of such share, whether or not earned, whether
or not funds of the Corporation are legally available for the
payment of dividends and whether or not declared by the Board of
Directors, but such dividend shall be payable only when, as, and if
declared by the Board of Directors. So long as any shares of Series
A Preferred Stock shall be outstanding, (i) no dividend, whether in
cash, stock or property, shall be paid or declared, nor shall any
other distribution be made, on any shares of the common stock of the
Corporation, par value $0.00001 per share (the "Common Stock"), or
any other class or series of capital stock of the Corporation, (ii)
nor shall any class or series of capital stock
of the Corporation be redeemed, purchased or otherwise acquired for
value by the Corporation (except for acquisitions of Common Stock by
the Corporation pursuant to (A) agreements which permit the
Corporation to repurchase such shares upon termination of services
to the Corporation entered into on or before the date on which the
shares of Series A Preferred Stock were first issued (the "Original
Issue Date") or (B) in satisfaction of an indemnification obligation
to the Corporation upon a breach by the holder of Common Stock of a
representation, warranty or covenant in any agreement for the
acquisition by the Corporation of a business (as defined in Rule
11-01(d) of Regulation S-X adopted by the Securities and Exchange
Commission) pursuant to the Corporation's acquisition program (an
"Acquisition")), in each case, until all dividends set forth in this
Section 2(a) on the Series A Preferred Stock shall have been paid or
declared and set apart.

3) Section 2(d) is amended in its entirety to read as follows:

(d) Adjustment of Preferred Dividend. At the option of UtiliCorp
United Inc., a Delaware corporation, or one or more of its
"affiliates" (as defined in Rule 12b-2 under the Securities Exchange
Act of 1934, as amended) or all such persons together (collectively,
"UtiliCorp"), at any time after the sixth anniversary of the
Original Issue Date, if on the date of exercise by UtiliCorp the
Closing Price (as defined in Section 4(b)(i) below) of the
Corporation's Common Stock is $30.00 or less (subject to adjustment
for any stock split, combination, and the like), then the Preferred
Dividend will be adjusted to the then "market coupon rate" (as
defined below). The "market coupon rate" shall be the Corporation's
after-tax cost of obtaining financing, excluding common stock, to
replace UtiliCorp's INITIAL $186,000,000 investment in the
Corporation, as determined by mutual agreement of the parties;
provided, however, that if the parties are unable to agree upon the
market coupon rate, within 10 days after the date of the sixth
anniversary of the Original Issue Date, then the parties shall
mutually agree upon a nationally recognized investment banking firm
skilled in the business aspects of the subject to determine the
market coupon rate, such determination shall be made by the
investment banking firm within 30 days of being selected. If the
parties are unable to agree upon a nationally recognized investment
banking firm within 30 days after the date of the sixth anniversary
of the Original Issue Date, then the determination shall be made by
a panel of three nationally recognized investment banking firms
skilled in the business aspects of the subject. Each of the
Corporation and the holder of a majority of the shares of Series A
Preferred Stock shall select one such firm within five days after
the expiration of the above- mentioned 30-day period (the "Initial
Selection Period"), and the third such firm shall be selected by the
two investment banking firms within five days after the expiration
of the Initial Selection Period. Within 15 days after the selection
of the third investment banking firm, the initial two firms shall
subject to the third firm their proposals of the market coupon rate
and, within five days after receipt thereof, the third firm shall
adopt in its entirety one of the proposals and shall not
adopt a compromise between the proposals of the initial two firms.
The market coupon rate determined in accordance with the above
procedure shall, retroactive to the date immediately following the
sixth anniversary of the Original Issue Date and thereafter, be the
Preferred Dividend.

ARTICLE III

The amendment of the Certificate of Designation, Rights, and Limitations
of the Series A Convertible Preferred Stock of Quanta Services, Inc. as set
forth herein has been duly adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

EXECUTED, effective as of the 15th day of June, 2000.

QUANTA SERVICES, INC.

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