EXHIBIT 3.8

                         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 Three Hundred Thirteen
            Million, Three Hundred Forty Five Thousand, Three Hundred Thirty
            Three (313,345,333), Three Hundred Million (300,000,000) 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 20th day of October, 2000.


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