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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|X| 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 February 13, 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, INC. LOGO]                                       PRESS RELEASE

James Haddox, CFO                  James Barron                 Ken Dennard
Dana Gordon, General Counsel       Jonathan Gasthalter          Easterly Investor Relations
Quanta Services, Inc.              Citigate Sard Verbinnen
713-629-7600                       212-687-8080                 832-443-0160

                           TO ASSIST WITH PROXY THREAT

HOUSTON, TX, Feb. 13 -- Quanta Services, Inc. (NYSE: PWR) today announced that
it has retained Goldman, Sachs & Co. as financial advisor in connection with
UtiliCorp's announced intention to seek control of Quanta through a proxy
contest. Quanta also added Wachtell, Lipton, Rosen & Katz to its legal team of
Winston & Strawn and Richards, Layton & Finger.
         John R. Colson, Chief Executive Officer of Quanta, said, "UtiliCorp is
seeking to take control of Quanta without offering our other shareholders
appropriate benefits or protections. Our board has a fiduciary responsibility to
protect the rights and interests of all of our shareholders and our advisors
will assist us in that mission."
         Commenting on UtiliCorp's recent 13-D filing in which it announced it
would seek control of Quanta to "promote business objectives, goals and values
that are reflective of those of UtiliCorp," Colson said, "This is blatant self
interest on the part of UtiliCorp, which needs to consolidate our earnings to
help them meet 2002 guidance they have given. Furthermore, without offering
anything to our other shareholders, they have suggested they might even try to
use our own cash to increase their percentage ownership in Quanta."
         He concluded: "Quanta is a strong and healthy company that is
performing well in an extraordinarily challenging economic environment. We will
be announcing earnings as scheduled tomorrow that are in line with consensus
expectations. UtiliCorp's rhetoric on our company's performance is disingenuous
and unfair to the many thousands of dedicated Quanta managers and employees who
are contributing to our industry leading performance."
         Quanta also amended its existing shareholder rights plan to provide
that only outstanding shares of voting stock are to be counted in calculating
the number of Quanta shares UtiliCorp could acquire while remaining an Exempt
Person under the plan. As amended the plan would permit UtiliCorp to own 39% of
the outstanding voting stock (or such greater percentage as it may own as of the
public announcement of the amendment).

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

Important Information
         Quanta Services, Inc. plans to file 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
INFORMATION. Quanta's proxy statement and other relevant documents will be
available for free at You may also obtain a free copy of Quanta's
proxy statement, when it becomes available, 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 soliciting materials on Schedule 14A filed by Quanta with the