CERTIFICATE OF ELIMINATION - SERIES A CONV.

EXHIBIT 3.1

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

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

Quanta Services, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the
State of Delaware and authority granted in the Certificate of Incorporation of
the Corporation, the Board of Directors of the Corporation, by resolution duly
adopted, authorized the issuance of a series of 3,444,961 shares of Series A
Convertible Preferred Stock, par value $0.00001 per share (the "Series A
Preferred Stock"), and established the voting powers, designations, preferences
and relative, participating and other rights, and the qualifications,
limitations or restrictions thereof, and, on September 21, 1999, filed a
Certificate of Designation with respect to such Series E Preferred Stock in the
office of the Secretary of State of Delaware and on June 15, 2000 and February
10, 2003 filed amendments to such Certificate of Designation.

2. That no shares of said Series A Preferred Stock are outstanding and
no shares thereof will be issued.

3. That the Board of Directors of the Corporation adopted the following
resolutions:

WHEREAS, by resolution of the Board of Directors of the Corporation and
by a Certificate of Designation filed in the office of the Secretary of
State of Delaware on September 21, 1999, as amended on June 15, 2000
and February 10, 2003, this Corporation authorized the issuance of a
series of 3,444,961 shares of Series A Convertible Preferred Stock of
the Corporation (the "Series A Preferred Stock") and established the
voting powers,

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designations, preferences and relative, participating and other rights,
and the qualifications, limitations or restrictions thereof; and

WHEREAS, as of the date hereof no shares of such Series A Preferred
Stock are outstanding and no shares of such Series A Preferred Stock
will be issued; and

WHEREAS, it is desirable that all reference to such Series A Preferred
Stock be eliminated from the Amended and Restated Certificate of
Incorporation, as amended, of the Corporation; and

WHEREAS, it is desirable that all such shares of Series A Preferred
Stock resume the status of authorized but unissued shares of Preferred
Stock of the Corporation, par value $0.00001 per share (the "Preferred
Stock"); and

IT IS HEREBY RESOLVED, as of the date hereof no shares of such Series A
Preferred Stock are outstanding and no shares of such Series A
Preferred Stock will be issued; and that the officers of the
Corporation are hereby authorized and directed to file a Certificate
with the office of the Secretary of State of Delaware setting forth a
copy of this resolution whereupon all reference to such Series A
Preferred Stock shall be eliminated from the Amended and Restated
Certificate of Incorporation, as amended, of the Corporation.

4. That, accordingly, all reference to the Series A Preferred Stock,
par value $0.00001 per share, of the Corporation be, and it hereby is,
eliminated from the Amended and Restated Certificate of Incorporation, as
amended, of the Corporation and the shares of capital stock of the Corporation
formerly designated as Series A Preferred Stock shall resume the status of
authorized but unissued shares of Preferred Stock.

IN WITNESS WHEREOF, Quanta Services, Inc. has caused this Certificate
to be signed by Dana A. Gordon, its Vice President and General Counsel, as of
this 6th day of May, 2003.

Quanta Services, Inc.

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

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