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

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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 14, 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

                             TO MISLEAD STOCKHOLDERS

HOUSTON - MAY 13, 2002 - Quanta Services, Inc. (NYSE:PWR), a leading provider of
specialized contracting services to the electric power, gas, telecommunications
and cable television industries, said today that Aquila (NYSE:ILA) is continuing
in its attempt to mislead investors via press release and take control of Quanta
without offering stockholders appropriate benefits or protections.

Said John R. Colson, chief executive officer of Quanta, "The Delaware Chancery
Court rejected Aquila's application for a preliminary injunction against the
voting of the shares in Quanta's Stock Employee Compensation Trust ("SECT"). We
are pleased that the injunction was denied. Aquila's comments give the false
impression that Aquila won its motion. It did not. While it appears that the
SECT likely will be litigated should Quanta win the proxy fight, it is important
to remember that the decision on the legality of the SECT is based `on ...the
record before [the Vice Chancellor] at this preliminary stage.' We are confident
that, when the full record of the Board's careful deliberations about the SECT
and reasons for adopting it are put before the Court, the SECT will be upheld."

Colson continued, "We believe that the Vice Chancellor's recognition that
'Aquila sought this relationship not to change the direction or management of
Quanta, but instead for its [Aquila's] financial and tax benefits' will resonate
with our stockholders. It belies Aquila's self-serving criticism of our
performance. The Court also noted that Aquila had proposed a plan that would
'increase Aquila's ownership of Quanta without spending any of Aquila's money.'
Again, this is what our board has been saying all along. We remain committed to
fighting to ensure that all of our stockholders are treated fairly."

Noting that the Quanta Board believes Aquila's presence and actions have
actually undermined stockholder value, Colson concluded: "Should our board win
the proxy fight against Aquila, we will aggressively pursue all potential means
of generating real value for all stockholders. Aquila on the other hand has
failed to offer anything but vague proposals that it may not have the ability to
carry out. Furthermore, Aquila's implicit threat regarding continued attempts to
take creeping control of Quanta, should they lose the fight, only underscores
Aquila's historically dismissive attitude towards minority

investors. We urge stockholders to resist Aquila's bullying tactics and vote 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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