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.

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[QUANTA SERVICES 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 10, 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 the Delaware Chancery Court's ruling denying Aquila's application for a
preliminary injunction against the voting of the shares in Quanta's Stock
Employee Compensation Trust ("SECT").

Said John R. Colson, chief executive officer of Quanta, "We are pleased that the
Court has denied the preliminary injunction that Aquila sought. The SECT links
employee interests with those of our stockholders and provides Quanta greater
financial flexibility. While this is just a preliminary ruling, we are confident
that when the full record of the Board's careful deliberations is put before the
Court, the validity of the SECT will be upheld."

"Quanta remains committed to protecting the interests of all of its stockholders
and continues to urge all stockholders to sign, date and return the white proxy
card in support of Quanta's Board."

Quanta announced the formation of the SECT, which holds 8 million shares of
common stock to fund a portion of the Company's benefit obligations during the
next 15 years, on March 14, 2002.

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
stockholders. Quanta Services, Inc. advises security holders to read its proxy
statement IN ITS ENTIRETY, because it containS important information. Quanta's
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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