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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|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                              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 10, 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.

                                      # # #

                             [QUANTA SERVICES LOGO]

May 8, 2002

Dear Fellow Employees:

Today, as you may have seen, Quanta announced another good quarter in what we
all know has been a tremendously challenging environment. If you haven't seen
the press release, you can find it on our web site at We
appreciate the hard work and contributions that you have made to the results --
and we especially thank you for your continued focus in the face of the
continuing proxy fight distraction presented by Aquila.

Of course, our May 23rd annual meeting is rapidly approaching and we know that
many of you are anxious about what might happen if Aquila wins the fight. At the
same time, we know that many of you have been offended by Aquila's unjust
criticisms of Quanta's performance - especially given their own recent
difficulties and credit downgrades.

As to the proxy fight, while we are cautiously optimistic, it is simply too soon
to tell what is going to happen. We are working hard to get our message out and
have spent many days on the road, meeting with investors personally and seeking
their support. So far, our meetings have been encouraging, but we have made it
clear that we need every last vote - theirs and yours - to beat Aquila. Between
now and the meeting, we will continue to urge all investors - including you - to
vote the White card.

While Aquila has been vague about its plans should it win the fight, you should
know that we have also been working to convey to Aquila's management that much
of Quanta's value resides in you - the managers and employees who have helped
make us the leader in our field. You are the people who have built and
maintained crucial customer relationships. You are the people who worked so hard
to deliver results in this tough environment. And you are the people on whom
Quanta's future success depends. This will still be true no matter what happens
on May 23.

Regarding Aquila's criticism of Quanta's performance, we believe it is a
deliberate attempt by Aquila to mislead investors about its true motivations. In
reality, Quanta has performed extraordinarily well in this environment. And,
despite the fact that the balance of 2002 looks to be even more challenging than
anyone expected due to the continuing telecom meltdown, we still believe Quanta
will continue outperforming our peer group. Our balance sheet is healthy. We
have strong cash flow. We have a good marketplace reputation and we remain
poised to recover more quickly than our competitors when the economy improves.

             1360 Post Oak Blvd., Suite 2100, Houston, TX 77056-3023
             Ph 713.629.7600 Fax 713.629-7676

For now, however, we must remain focused on the tasks at hand. Your focus and
continued dedication to our clients is more important than ever. We ask that you
try not to be distracted by what you may hear or read in the press over the next
few weeks. We pledge to do our best to keep you informed of any developments and
to communicate the facts as we get them. In the meantime, thank you for your
continued support.

Very truly yours,

/s/   John R. Colson

John R. Colson