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 March 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.


[LOGO OF QUANTA SERVICES, INC.]                                    PRESS RELEASE


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


HOUSTON - MARCH 21, 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 in response to Aquila, Inc.'s (NYSE:ILA) lawsuit seeking to prevent
Quanta from implementing its Stock Employee Compensation Trust (SECT).

John R. Colson, chief executive officer of Quanta, said, "Aquila's focus on its
own needs has once again caused it to fail to recognize the legitimate business
reasons for the actions we have taken. We are confident that the Delaware Court
will uphold the validity of the SECT. We believe that Aquila's lawsuit is merely
the latest maneuver in its desperate attempt to consolidate Quanta's earnings
with its own to achieve a desirable accounting treatment for itself, while
offering nothing to Quanta's other stockholders."

Noting that numerous prominent companies have adopted similar flexible trust
arrangements, Colson concluded, "We strongly believe in the SECTs long-term
benefits. The SECT provides Quanta with a pre-determined means to pay for
employee benefit obligations with stock rather than cash, thereby increasing
stock ownership among employees, conserving corporate cash, and improving credit
ratios over time. It is disappointing that Aquila has chosen to mischaracterize
the terms of the SECT and we urge all stockholders to review our recent SEC

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 SEC.

This press release contains various forward-looking statements and information,
including management's expectations regarding the validity of the SECT. 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. 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.