EXHIBIT 3.11

                        CERTIFICATE OF ELIMINATION OF THE
                       DESIGNATION OF THE SERIES B JUNIOR
                        PARTICIPATING 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 one million
shares of Series B Junior Participating Preferred Stock, par value $0.00001 per
share (the "Series B Preferred Stock"), and established the voting powers,
designations, preferences and relative, participating and other rights, and the
qualifications, limitations or restrictions thereof, and, on March 22, 2000,
filed a Certificate of Designation with respect to such Series B Preferred Stock
in the office of the Secretary of State of Delaware.

                  2. That no shares of said Series B 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 March 22,
                  2000, this Corporation authorized the issuance of a series of
                  seven hundred thousand shares of Series B Junior Participating
                  Preferred Stock of the Corporation (the "Series B Preferred
                  Stock") and established the voting powers, 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 B
                  Preferred Stock are outstanding and no shares of such Series B
                  Preferred Stock will be issued; and

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

                  IT IS HEREBY RESOLVED, as of the date hereof no shares of such
                  Series B Preferred Stock are outstanding and no shares of such
                  Series B 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 B Preferred Stock shall be eliminated
                  from the Restated Certificate of Incorporation, as amended, of
                  the Corporation.

                  4. That, accordingly, all reference to the Series B Preferred
Stock, par value $0.00001 per share, of the Corporation be, and it hereby is,
eliminated from the Restated Certificate of Incorporation, as amended, of the
Corporation.

                  IN WITNESS WHEREOF, Quanta Services, Inc. has caused this
Certificate to be signed by Dana A. Gordon, its Vice President - General
Counsel, as of this 24th day of October, 2002.

                                       QUANTA SERVICES, INC.

                                       By: /s/ Dana A. Gordon
                                           ------------------

                                       Name: Dana A. Gordon

                                       Office: Vice President - General Counsel