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 February 22, 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]                                             PRESS RELEASE


James Haddox, CFO             Jim Barron                     Ken Dennard /
Reba Reid                     Jonas Leddington               Lisa Elliott /
Quanta Services, Inc.         Citigate Sard Verbinnen        Easterly Investor Relations
713-629-7600                  212-687-8080                   713-529-6600


HOUSTON - FEBRUARY 22, 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 regarding UtiliCorp's (NYSE:UCU) proposed nominees for election to the
Quanta board.

John Colson, Quanta's chief executive officer, said: "UtiliCorp has nominated a
slate that it can so clearly dominate. It is difficult to imagine how
UtiliCorp's hand-picked nominees could protect the rights and interests of the
non-UtiliCorp shareholders who own more than 60 percent of Quanta's stock.
Furthermore, UtiliCorp's nominees have virtually no useful operating experience
in our business, and would displace existing directors who are responsible for
hundreds of millions of dollars of Quanta's revenues."

Colson continued: "Six of UtiliCorp's nine proposed nominees are current
executives of UtiliCorp or a controlled entity. All of the six are on
UtiliCorp-controlled payrolls. Two of the nine - including UtiliCorp's president
and CEO - are already designated by UtiliCorp to Quanta's board. Another of the
nominees is a partner in a law firm that does work for UtiliCorp. Seven of the
proposed nominees don't own any Quanta stock. And two of the nominees were named
defendants in a shareholder lawsuit involving a company that UtiliCorp recently
took public and then repurchased at a lower price."

Colson concluded: "As we have said previously, we intend to vigorously oppose
UtiliCorp's actions. They have promised nothing concrete and their vague plans
offer no real benefits or protections to Quanta's other shareholders. Our
company is performing well - contrary to UtiliCorp's disingenuous public
statements - and we recently reported record high fourth quarter cash flow. We
are determined to protect the rights and interests of all of our shareholders."

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.

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 meeting of
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

This press release contains various forward-looking statements and information,
including management's expectations of the impact of new branding and marketing
initiatives. 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, as well as general risks related
to the industries in which Quanta operates. 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.