CERT.OF AMEND.TO CERTIFICATE OF DESIGNATION

EXHIBIT 3.17

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
QUANTA SERVICES, INC.

Quanta Services, Inc., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:

1. The Certificate of Designation of Series A Convertible
Preferred Stock of the Corporation is hereby amended by deleting the first
sentence of Section 3(b) thereof in its entirety so that Section 3(b) reads in
its entirety as follows:

"(b) Election of Directors. The directors of the
Corporation shall be elected as follows:

i. A majority of the outstanding
shares of Series A Preferred Stock and the shares of Common
Stock issued upon conversion thereof (the "Conversion Shares")
(to the extent permitted by applicable law) held by UtiliCorp,
voting exclusively and as a separate class, shall be entitled
to elect two of the total number of directors of the
Corporation, subject to the limitations set forth in
subsections 3(b)(ii), (iv) and (v) below.

ii. In the event that the ratio of the
total number of shares of Common Stock owned by UtiliCorp (on
an as-converted basis) to the total number of shares of Common
Stock outstanding, assuming full conversion of all securities
and full exercise of all outstanding rights, options and
warrants to acquire Common Stock (such ratio, "UtiliCorp's
Fully Diluted Ownership Ratio") is equal to or greater than
30%, then a majority of the outstanding shares of Series A
Preferred Stock and the Conversion Shares (to the extent
permitted by applicable law) held by UtiliCorp, voting
exclusively and as a separate class, shall be entitled to
elect three of the total number of directors of the
Corporation.

iii. To the extent any nominee of the
holders of the Series A Preferred Stock is not an officer of

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UtiliCorp, the Board of Directors of the Corporation shall
have the right to approve such nominee, such approval is not
to be unreasonably withheld. Only the holders of the Series A
Preferred Stock and the Conversion Shares (to the extent
permitted by applicable law) shall be entitled to remove from
office such directors nominated by the holders of the Series A
Preferred Stock and the Conversion Shares (to the extent
permitted by applicable law) or to fill any vacancy caused by
the resignation, death or removal of such directors.

iv. In the event that UtiliCorp's Fully
Diluted Ownership Ratio (A) is less than 10% or (B) UtiliCorp
sells or otherwise disposes of at least 50%, but less than
75%, of the total number of shares of Common Stock owned by it
on the Original Issue Date (on an as-converted basis), then a
majority of the outstanding shares of Series A Preferred Stock
and the Conversion Shares (to the extent permitted by
applicable law) held by UtiliCorp shall only be entitled
(voting exclusively and as a separate class) to elect one of
the total number of directors of the Corporation.

v. In the event that (A) UtiliCorp's
Fully Diluted Ownership Ratio is less than 5% or (B) UtiliCorp
sells or otherwise disposes of 75% or more of the total number
of shares of Common Stock owned by it (on an as-converted
basis), then a majority of the outstanding shares of Series A
Preferred Stock and the Conversion Shares (to the extent
permitted by applicable law) held by UtiliCorp shall have no
right (voting exclusively and as a separate class) to elect
any directors to the Board of Directors.

vi. The holders of Limited Vote Common
Stock, voting together as a single 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 from office such director or to
fill any vacancy caused by the resignation, death or removal
of such director.

vii. Except as provided in Sections
3(b)(i), (ii), (iii) and (iv) above, the holders of Common
Stock and the holders of Series A Preferred Stock, voting
together as a single class, shall be entitled to elect all
members of the Board of Directors."

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2. The Certificate of Designation of Series A Convertible
Preferred Stock of the Corporation is hereby amended by deleting the final
parenthetical clause of Section 3(c)(v) so that Section 3(c)(v) reads in its
entirety as follows:

"(v). Amend the Corporation's Certificate of Incorporation
or Bylaws or the organizational documents of a
subsidiary of the Corporation (including the filing
of a certificate of designation), in each case as
amended, or file with any governmental authority any
resolution of the Board of Directors containing in
each case any provisions which would adversely affect
or otherwise impair the voting powers, preferences or
other special rights or privileges, qualifications,
limitations or restrictions of the Series A Preferred
Stock."

3. The foregoing amendments were duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, Quanta Services, Inc. has caused this Certificate
to be executed by Dana A. Gordon, its Vice President and General Counsel, on
this 10th day of February, 2003.

QUANTA SERVICES, INC.

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

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