SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            COMFORT SYSTEMS USA, INC.
 
      The undersigned, Fred M. Ferreira, President, and Reagan Busbee, Assistant
Secretary of Comfort Systems USA, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), do hereby certify
as follows:
 
      FIRST: The name of the Corporation is
 
                            Comfort Systems USA, Inc.
 
      SECOND: The Certificate of Incorporation of the Corporation was filed in
the Office of the Secretary of State of the State of Delaware on December 12,
1996.
 
      THIRD: The Amended and Restated Certificate of Incorporation of the
Corporation was filed in the Office of the Secretary of State of the State of
Delaware on March 20, 1997.
 
      FOURTH: A Certificate of Amendment of the Amended and Restated Certificate
of Incorporation of the Corporation was filed in the Office of the Secretary of
State of the State of Delaware on May 19, 1997.
 
      FIFTH: This Second Amended and Restated Certificate of Incorporation of
the Corporation (the "Second Restatement") was duly adopted in accordance with
the provisions of Section 242 of the Delaware General Corporation Law, the Board
of Directors having duly adopted resolutions setting forth and declaring
advisable this Second Restatement, and in lieu of a meeting of the stockholders,
written consent to this Second Restatement having been given by the holders of a
majority of the outstanding stock of the Corporation in accordance with Section
228 of the General Corporation Law of the state of Delaware.
 
      SIXTH: The Amended and Restated Certificate of Incorporation of the
Corporation, as amended, is hereby replaced by the Second Restatement, which
reads in its entirety as follows:
 
                                   ARTICLE ONE
 
      The name of the corporation is:
 
                            Comfort Systems USA, Inc.
 
<PAGE>
                                   ARTICLE TWO
 
      The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
 
                                  ARTICLE THREE
 
      The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
 
                                  ARTICLE FOUR
 
      The total number of shares of all classes of stock which the Corporation
shall have authority to issue is Fifty Seven Million, Nine Hundred Sixty Nine
Thousand, Nine Hundred Twelve (57,969,912) shares, of which Five Million
(5,000,000) shares, designated as Preferred Stock, shall have a par value of One
Cent ($.01) per share (the "Preferred Stock"), Fifty Million (50,000,000)
shares, designated as Common Stock, shall have a par value of One Cent ($.01)
per share (the "Common Stock"), and Two Million, Nine Hundred Sixty Nine
Thousand, Nine Hundred Twelve (2,969,912) shares, designated as Restricted
Voting Common Stock, shall have a par value of One Cent ($.01) per share (the
"Restricted Voting Common Stock").
 
      A statement of the powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of each class of stock of the
Corporation is as follows:
 
                                 PREFERRED STOCK
 
      The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the provisions
of this Certificate of Incorporation and the limitations prescribed by law, the
Board of Directors is expressly authorized by adopting resolutions to issue the
shares, fix the number of shares and change the number of shares constituting
any series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(and whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), a redemption price or prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, without any further action or vote by the
stockholders.
 
                                    -2-
<PAGE>
                                  COMMON STOCK
 
      1.    DIVIDENDS.
 
      Subject to the preferred rights of the holders of shares of any class or
series of Preferred Stock as provided by the Board of Directors with respect to
any such class or series of Preferred Stock, the holders of the Common Stock
shall be entitled to receive, as and when declared by the Board of Directors out
of the funds of the Corporation legally available therefor, such dividends
(payable in cash, stock or otherwise) as the Board of Directors may from time to
time determine, payable to stockholders of record on such dates, not exceeding
60 days preceding the dividend payment dates, as shall be fixed for such purpose
by the Board of Directors in advance of payment of each particular dividend. All
dividends on Common Stock shall be paid PARI PASSU with dividends on Restricted
Voting Common Stock.
 
      2.    LIQUIDATION.
 
      In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of Preferred Stock as provided
by the Board of Directors with respect to any such class or series of Preferred
Stock, the remaining assets of the Corporation available for distribution to
stockholders shall be distributed among and paid to the holders of Common Stock
and Restricted Voting Common Stock ratably in proportion to the number of shares
of Common Stock and Restricted Voting Common Stock held by them respectively.
 
      3.    VOTING RIGHTS.
 
      Except as otherwise required by law, each holder of shares of Common Stock
shall be entitled to one vote for each share of Common Stock standing in such
holder's name of the books of the Corporation.
 
                         RESTRICTED VOTING COMMON STOCK
 
      1.    DIVIDENDS.
 
      Subject to the preferred rights of the holders of shares of any class or
series of Preferred Stock as provided by the Board of Directors with respect to
any such class or series of Preferred Stock, the holders of the Restricted
Voting Common Stock shall be entitled to receive, as and when declared by the
Board of Directors out of the funds of the Corporation legally available
therefor, such dividends (payable in cash, stock or otherwise) as the Board of
Directors may from time to time
 
                                    -3-
<PAGE>
determine, payable to stockholders of record on such dates, not exceeding 60
days preceding the dividend payment dates, as shall be fixed for such purpose by
the Board of Directors in advance of payment of each particular dividend. All
dividends on Restricted Voting Common Stock shall be paid PARI PASSU with
dividends on Common Stock.
 
      2     LIQUIDATION.
 
      In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after the distribution or payment
to the holders of shares of any class or series of Preferred Stock as provided
by the Board of Directors with respect to any such class or series of Preferred
Stock, the remaining assets of the Corporation available for distribution to
stockholders shall be distributed among and paid to the holders of Restricted
Voting Common Stock and Common Stock ratably in proportion to the number of
shares of Restricted Voting Common Stock and Common Stock held by them
respectively.
 
      3.    VOTING RIGHTS.
 
      Holders of Restricted Voting Common Stock voting as a class shall be
entitled to elect one member of the Board of Directors, but shall not otherwise
be entitled to vote in the election of directors of the Corporation. Subject to
the foregoing, and except as otherwise required by law, each holder of shares of
Restricted Voting Common Stock shall be entitled to fifty five one-hundredths
(0.55) of one vote for each share of Restricted Voting Common Stock standing in
such holder's name of the books of the Corporation.
 
      4.    CONVERSION OF THE RESTRICTED VOTING COMMON STOCK.
 
      Each share of Restricted Voting Common Stock will automatically convert
into Common Stock on a share-for-share basis (a) in the event of a disposition
of such share of Restricted Voting Common Stock by the holder thereof (other
than a disposition which is a distribution by a holder to its partners or
beneficial owners or a transfer to a related party of such holder (as defined in
Sections 267, 707, 318 and/or 4946 of the Internal Revenue Code of 1986, as
amended)), (b) in the event any person acquires beneficial ownership of 15% or
more of the outstanding shares of Common Stock of the Corporation, or (c) in the
event any person offers to acquire 15% or more of the outstanding shares of
Common Stock of the Corporation.
 
      After July 1, 1998, the Corporation may elect to convert any outstanding
shares of Restricted Voting Common Stock into shares of Common Stock in the
event 80% or more of the outstanding shares of Restricted Voting Common Stock
have been converted into shares of Common Stock.
 
                                    -4-
<PAGE>
                                  ARTICLE FIVE
 
1.    BOARD OF DIRECTORS.
 
      The Directors shall be classified with respect to the time for which they
shall severally hold office into three classes as nearly equal in number as
possible. The Class I directors shall be elected to hold office for an initial
term expiring at the 1998 annual meeting of stockholders, the Class II Directors
shall be elected to hold office for an initial term expiring at the 1999 annual
meeting of stockholders and the Class III Directors shall be elected to hold
office for an initial term expiring at the 2000 annual meeting of stockholders,
with the members of each class of directors to hold office until their
successors have been duly elected and qualified. At each annual meeting of
stockholders, the successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their successors have been duly elected and qualified. At
each annual meeting of stockholders at which a quorum is present, the persons
receiving a plurality of the votes cast shall be directors. No director or class
of directors may be removed from office by a vote of the stockholders at any
time except for cause. Election of directors need not be by written ballot
unless the Bylaws of the Corporation so provide.
 
      Notwithstanding the foregoing, the holders of Restricted Voting Common
Stock voting as a class shall be entitled to elect one member of the Board of
Directors, and only the holders of the Restricted Voting Common Stock shall be
entitled to remove such member from the Board of Directors.
 
      2.    VACANCIES.
 
      Any vacancy on the Board of Directors resulting from death, retirement,
resignation, disqualification or removal from office or other cause, as well as
any vacancy resulting from an increase in the number of directors which occurs
between annual meetings of the stockholders at which directors are elected,
shall be filled only by a majority vote of the remaining directors then in
office, though less than a quorum, except that those vacancies resulting from
removal from office by a vote of the stockholders may be filled by a vote of the
stockholders at the same meeting at which such removal occurs. The directors
chosen to fill vacancies shall hold office for a term expiring at the end of the
next annual meeting of stockholders at which the term of the class to which they
have been elected expires. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director. If the
vacancy on the Board of Directors results from the death, retirement,
resignation, disqualification or removal from office of the director elected by
the holders of the Restricted Voting Common Stock, only the holders of the
Restricted Voting Common Stock shall be entitled to fill such vacancy.
 
                                    -5-
<PAGE>
      Notwithstanding the foregoing, whenever the holders of one or more classes
or series of Preferred Stock shall have the right, voting separately, as a class
or series, to elect directors, the election, term of office, filling of
vacancies, removal and other features of such directorships shall be governed by
the terms of the resolution or resolutions adopted by the Board of Directors
pursuant to ARTICLE FOUR applicable thereto, and each director so elected shall
not be subject to the provisions of this ARTICLE FIVE unless otherwise provided
therein.
 
      3.    POWER TO MAKE, ALTER AND REPEAL BYLAWS.
 
      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter and repeal the
Bylaws of the Corporation.
 
      4.    AMENDMENT AND REPEAL OF ARTICLE FIVE.
 
      Notwithstanding any provision of this Certificate of Incorporation and of
the Bylaws, and notwithstanding the fact that a lesser percentage may be
specified by Delaware law, unless such action has been approved by a majority
vote of the full Board of Directors, the affirmative vote of 66 2/3 percent of
the votes which all stockholders of the then outstanding shares of capital stock
of the Corporation would be entitled to cast thereon, voting together as a
single class, shall be required to amend or repeal any provisions of this
ARTICLE FIVE or to adopt any provision inconsistent with this ARTICLE FIVE. In
the event such action has been previously approved by a majority vote of the
full Board of Directors, the affirmative vote of a majority of the outstanding
stock entitled to vote thereon shall be sufficient to amend or repeal any
provision of this ARTICLE FIVE or adopt any provision inconsistent with this
ARTICLE FIVE.
 
                                   ARTICLE SIX
 
      The Corporation reserves the right to amend, alter, change or repeal any
provision in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute.
 
                                  ARTICLE SEVEN
 
      No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
 
                                       -6-
<PAGE>
                                  ARTICLE EIGHT
 
      The Corporation shall, to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, as the same may be amended and
supplemented, indemnify each director and officer of the Corporation from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders, vote of disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such persons and the Corporation may purchase and maintain
insurance on behalf of any director or officer to the extent permitted by
Section 145 of the Delaware General Corporation Law.
 
      IN WITNESS WHEREOF, the undersigned have executed this Second Amended and
Restated Certificate of Incorporation on behalf of the Corporation and have
attested such execution and do verify and affirm, under penalty of perjury, that
this Second Amended and Restated Certificate of Incorporation is the act and
deed of the Corporation and that the facts stated herein are true as of this
2nd day of June, 1997.
 
                                    COMFORT SYSTEMS USA, INC.
 
                                    By:/s/FRED M. FERREIRA
                                          Fred M. Ferreira
                                          President
 

 

 

 

 

CERTIFICATE OF AMENDMENT
OF
SECOND AMENDEND AND RESTATED
CERTIFICATE OF INCORPORATION
OF
COMFORT SYSTEMS USA, INC.

        Comfort Systems USA, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of the Corporation, by unanimous written consent, adopted a resolution proposing and declaring advisable the following amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation:

Article Five of the Restated Certificate of Incorporation is to be amended by deleting the first paragraph of Article Five in its entirety and substituting the following:

"At each annual meeting of stockholders at which a quorum is present, the persons receiving a plurality of the votes cast shall be directors. No director may be removed from office by a vote of the stockholders at any time except for cause. Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide".

        SECOND: That the stockholders of the Corporation, at a meeting duly held, approved the amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

        THIRD: That this Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on July 9, 2003.

 

 

COMFORT SYSTEMS USA, INC.


 


 


By:


/s/  WILLIAM GEORGE      


William George, Senior Vice President