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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