Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

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Filed by a party other than the Registrant |_|

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                              QUANTA SERVICES, INC.
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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                                EXPLANATORY NOTE

                  Quanta Services, Inc., a Delaware corporation ("Quanta
Services"), is filing the materials contained in this Schedule 14A with the
Securities and Exchange Commission on May 6, 2002 in connection with the
solicitation of proxies for electing the board of directors of Quanta Services
at the 2002 annual meeting of Quanta Services' stockholders.

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[QUANTA SERVICES, INC. LOGO]                                       PRESS RELEASE


James Haddox, CFO             Jonathan Gasthalter            Ken Dennard /
Reba Reid                     Judy Brennan                   Lisa Elliott /
Quanta Services, Inc.         Citigate Sard Verbinnen        Easterly Investor Relations
713-629-7600                  212-687-8080                   713-529-6600


HOUSTON - MAY 6, 2002 - Quanta Services, Inc. (NYSE:PWR), a leading provider of
specialized contracting services to the electric power, gas, telecommunications
and cable television industries, today issued the following statement commenting
on a letter dated May 3, 2002 sent by Aquila, Inc. (NYSE:ILA) to Quanta

Said John R. Colson, chief executive officer of Quanta, "Aquila's proposals
still offer nothing new to Quanta's stockholders. Aquila remains unwilling to
provide any premium in exchange for stockholders' support or any real
protections against an unfavorable 'squeeze-out' transaction, of the type Aquila
has repeatedly perpetrated in the past. In fact, we believe that Aquila's poor
financial performance and credit troubles would preclude them from acting upon
the very plan they now promise to implement and increase the risk that Quanta's
stockholders would be subject to an abusive transaction should Aquila obtain
control of Quanta.

"As previously announced, Quanta's Board is committed to enhancing stockholder
value and has authorized its financial advisor to evaluate all options,
including a potential sale of the Company, to which Aquila has been the

"We are determined to oppose Aquila's efforts to abuse its position as our
largest stockholder and don't believe that our other stockholders will fall for
Aquila's duplicity. We continue to urge all stockholders to sign, date and
return the white proxy card in support of Quanta's Board."

Quanta Services, Inc. is a leading provider of specialized contracting services,
delivering end-to-end network solutions for electric power, gas,
telecommunications and cable television industries. The company's comprehensive
services include designing, installing, repairing and maintaining network
infrastructure nationwide.


Quanta Services, Inc. has filed a proxy statement with the Securities and
Exchange Commission relating to Quanta's solicitation of proxies from its
stockholders with respect to the Quanta Services, Inc. 2002 annual meeting of
proxy statement and other relevant documents are available for free at You may also obtain a free copy of Quanta's proxy statement by
writing to Quanta Services, Inc. at 1360 Post Oak Boulevard, Suite 2100,
Houston, Texas 77056 or by contacting MacKenzie Partners, Inc., toll free at
1-800-322-2885. Detailed information regarding the names, affiliation and
interests of individuals who may be deemed participants in the solicitation of
proxies of Quanta's stockholders is available in the proxy statement filed by
Quanta with the SEC.

This letter contains various forward-looking statements and information,
including management's expectations regarding the future performance of Quanta.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Such statements are subject to
certain risks, uncertainties and assumptions including, among other matters,
future growth in the electric utility and telecommunications outsourcing
industry and the ability of Quanta to complete acquisitions and to effectively
integrate the operations of acquired companies, and uncertainties relating to
Aquila's hostile proxy fight for the Company, as well as general risks related
to the industries in which Quanta, its customers and its suppliers operate.
Should one or more of these risks materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those expected. For a
discussion of the risks, investors are urged to refer to the Company's reports
filed under the Securities Exchange Act of 1934, as amended.

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