QUANTA SERVICES INC
AMEND.NO.2 TO 2001 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>6
<FILENAME>h02158exv10w38.txt
<DESCRIPTION>AMEND.NO.2 TO 2001 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.38

                                 AMENDMENT NO. 2
                                       TO
                              QUANTA SERVICES, INC.
                            2001 STOCK INCENTIVE PLAN

         This Amendment No. 2 to the Quanta Services, Inc. 2001 Stock Incentive
Plan (the "Plan") is adopted by Quanta Services, Inc., a Delaware corporation
(the "Company"), effective as of November 11, 2002.

                               W I T N E S S E T H

         WHEREAS, the Board of Directors (the "Board") of the Company amended
and restated the Quanta Services, Inc. Amended and Restated 1997 Stock Option
Plan in the form of the Plan, effective as of May 23, 2001;

         WHEREAS, pursuant to Amendment No. 1 to the Plan, the Board amended the
Plan in certain respects effective as of November 9, 2001; and

         WHEREAS, pursuant to Section 16 of the Plan, the Board desires to amend
the Plan further to clarify certain rights of the "Committee" (as defined in the
Plan) with respect to stock option and restricted stock grants under the Plan;

         NOW THEREFORE, the Board hereby amends Section 9(g) of the Plan by
restatement in its entirety to read as follows:

         (g) Modification, Extension And Renewal of Options. The Committee shall
have the power to modify, cancel, extend or renew outstanding Options and to
authorize the grant of new Options and/or Restricted Stock Awards in
substitution therefor (regardless of whether any such action would be treated as
a repricing for financial accounting or other purposes), provided that (except
as permitted by Section 11 of this Plan) any such action may not, without the
written consent of any Optionee, impair any rights under any Option previously
granted to such Optionee. Any outstanding Incentive Stock Option that is
modified, extended, renewed or otherwise altered will be treated in accordance
with Section 424(h) of the Code.

         This Amendment No. 2 to the Plan was adopted by the Company effective
as of the day and year first above written.

                           QUANTA SERVICES, INC.

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

</TEXT>
</DOCUMENT>
