<SUBMISSION>
<ACCESSION-NUMBER>0000950129-03-004232
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>13
<PERIOD>20030630
<FILING-DATE>20030814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>QUANTA SERVICES INC
<CIK>0001050915
<ASSIGNED-SIC>1731
<IRS-NUMBER>742851603
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13831
<FILM-NUMBER>03844815
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1360 POST OAK BLVD
<STREET2>SUITE 2100
<CITY>HOUSTON
<STATE>TX
<ZIP>77056
<PHONE>7133506000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1360 POST OAK BLVD SUITE 2100
<CITY>HOUSTON
<STATE>TX
<ZIP>77056
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>h08130e10vq.txt
<DESCRIPTION>QUANTA SERVICES, INC. - DATED 6/30/2003
<TEXT>
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                   FORM 10-Q
                             ---------------------

<Table>
<C>        <S>
(Mark One)
   [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003

                                  OR


   [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           FOR THE TRANSITION PERIOD FROM           TO         .
</Table>

                         COMMISSION FILE NO. 001-13831

                             ---------------------

                             QUANTA SERVICES, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      74-2851603
       (State or other jurisdiction of                        (I.R.S. Employer
        Incorporation or organization)                      Identification No.)
</Table>

                              1360 POST OAK BLVD.
                                   SUITE 2100
                              HOUSTON, TEXAS 77056
                    (Address of principal executive offices)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (713) 629-7600

                             ---------------------

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ]

     Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).  Yes [X]     No [ ]

     115,554,481 shares of Common Stock were outstanding as of August 5, 2003.
As of the same date, 1,067,750 shares of Limited Vote Common Stock were
outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                                     INDEX

<Table>
<Caption>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                       PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements
         QUANTA SERVICES, INC. AND SUBSIDIARIES
         Consolidated Balance Sheets.................................    2
         Consolidated Statements of Operations.......................    3
         Consolidated Statements of Cash Flows.......................    4
         Notes to Condensed Consolidated Financial Statements........    5
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................   16
Item 4.  Controls and Procedures.....................................   27

                        PART II. OTHER INFORMATION
Item 1.  Legal Proceedings...........................................   27
Item 2.  Changes in Securities.......................................   27
Item 4.  Submission of Matters to a Vote of Security Holders.........   27
Item 6.  Exhibits and Reports on Form 8-K............................   28
Signature............................................................   29
</Table>

                                        1
<PAGE>

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              DECEMBER 31,    JUNE 30,
                                                                  2002          2003
                                                              ------------   -----------
                                                                             (UNAUDITED)
                                                                (IN THOUSANDS, EXCEPT
                                                                  SHARE INFORMATION)
<S>                                                           <C>            <C>
                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................   $   27,901    $   86,115
  Accounts receivable, net of allowances of $37,585 and
     $29,647, respectively..................................      367,057       352,021
  Costs and estimated earnings in excess of billings on
     uncompleted contracts..................................       54,749        55,492
  Inventories...............................................       25,646        26,838
  Current deferred taxes....................................       28,968         4,910
  Prepaid expenses and other current assets.................       25,176        25,154
                                                               ----------    ----------
          Total current assets..............................      529,497       550,530
PROPERTY AND EQUIPMENT, net.................................      369,568       350,707
ACCOUNTS AND NOTES RECEIVABLE, net of allowances of $28,389
  and $46,320, respectively.................................       50,900        35,477
OTHER ASSETS, net...........................................       19,250        28,495
GOODWILL AND OTHER INTANGIBLES, net.........................      395,597       395,465
                                                               ----------    ----------
          Total assets......................................   $1,364,812    $1,360,674
                                                               ==========    ==========


                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current maturities of long-term debt......................   $    6,652    $    6,261
  Accounts payable and accrued expenses.....................      189,080       178,401
  Billings in excess of costs and estimated earnings on
     uncompleted contracts..................................       16,409        15,295
                                                               ----------    ----------
          Total current liabilities.........................      212,141       199,957
LONG-TERM DEBT, net of current maturities...................      213,167       211,947
CONVERTIBLE SUBORDINATED NOTES..............................      172,500       172,500
DEFERRED INCOME TAXES AND OTHER NON-CURRENT LIABILITIES.....       82,411        97,450
                                                               ----------    ----------
          Total liabilities.................................      680,219       681,854
                                                               ----------    ----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK.....................................       72,922            --
STOCKHOLDERS' EQUITY:
  Preferred Stock, $.00001 par value, 10,000,000 shares
     authorized:
     Series A Convertible Preferred Stock, 3,199,961 and no
      shares issued and outstanding, respectively...........           --            --
  Common Stock, $.00001 par value, 300,000,000 shares
     authorized, 70,632,899 and 116,003,899 shares issued
     and 69,706,528 and 115,077,528 outstanding,
     respectively(a)........................................           --            --
  Limited Vote Common Stock, $.00001 par value, 3,345,333
     shares authorized, 1,083,750 and 1,067,750 shares
     issued and outstanding, respectively...................           --            --
  Additional paid-in capital................................      980,303     1,068,837
  Deferred compensation.....................................         (302)       (9,118)
  Retained deficit..........................................     (356,605)     (369,174)
  Treasury Stock, 926,371 common shares, at cost............      (11,725)      (11,725)
                                                               ----------    ----------
          Total stockholders' equity........................      611,671       678,820
                                                               ----------    ----------
          Total liabilities and stockholders' equity........   $1,364,812    $1,360,674
                                                               ==========    ==========
</Table>

---------------

(a)  Shares issued and outstanding as of December 31, 2002 do not include the
     24,370,410 shares of Redeemable Common Stock valued at $72.9 million which

     was reclassified to stockholders' equity on February 20, 2003.
  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        2
<PAGE>

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                     THREE MONTHS ENDED        SIX MONTHS ENDED
                                                          JUNE 30,                 JUNE 30,
                                                   ----------------------   ----------------------
                                                      2002        2003         2002        2003
                                                   ----------   ---------   ----------   ---------
                                                    (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
                                                                     (UNAUDITED)
<S>                                                <C>          <C>         <C>          <C>
REVENUES.........................................  $ 432,522    $408,302    $ 881,742    $775,431
COST OF SERVICES (including depreciation)........    384,362     354,784      757,895     684,156
                                                   ---------    --------    ---------    --------
  Gross profit...................................     48,160      53,518      123,847      91,275
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.....     59,489      58,107      110,209      97,077
GOODWILL IMPAIRMENT..............................    166,580          --      166,580          --
                                                   ---------    --------    ---------    --------
  Income (loss) from operations..................   (177,909)     (4,589)    (152,942)     (5,802)
OTHER INCOME (EXPENSE):
  Interest expense...............................     (8,035)     (8,138)     (15,889)    (16,102)
  Other, net.....................................      1,183        (326)       1,618        (110)
                                                   ---------    --------    ---------    --------
INCOME (LOSS) BEFORE INCOME TAX PROVISION
  (BENEFIT) AND CUMULATIVE EFFECT OF CHANGE IN
  ACCOUNTING PRINCIPLE...........................   (184,761)    (13,053)    (167,213)    (22,014)
PROVISION (BENEFIT) FOR INCOME TAXES.............     (7,564)     (3,218)        (282)     (7,336)
                                                   ---------    --------    ---------    --------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE........................   (177,197)     (9,835)    (166,931)    (14,678)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE, NET OF TAX..........................         --          --      445,422          --
                                                   ---------    --------    ---------    --------
NET INCOME (LOSS)................................   (177,197)     (9,835)    (612,353)    (14,678)
DIVIDENDS (FORFEITURES) ON PREFERRED STOCK,
  NET............................................        232          --          464      (2,109)
                                                   ---------    --------    ---------    --------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK...  $(177,429)   $ (9,835)   $(612,817)   $(12,569)
                                                   =========    ========    =========    ========
EARNINGS (LOSS) PER SHARE:
  Basic Earnings (Loss) per Share Before
     Cumulative Effect of Change in Accounting
     Principle...................................  $   (2.26)   $  (0.08)   $   (2.13)   $  (0.13)
  Cumulative Effect of Change in Accounting
     Principle, Net of Tax.......................         --          --        (5.69)         --
                                                   ---------    --------    ---------    --------
  Basic Earnings (Loss) per Share................  $   (2.26)   $  (0.08)   $   (7.82)   $  (0.13)
                                                   =========    ========    =========    ========
  Diluted Earnings (Loss) per Share Before
     Cumulative Effect of Change in Accounting
     Principle...................................  $   (2.26)   $  (0.08)   $   (2.13)   $  (0.13)
  Cumulative Effect of Change in Accounting
     Principle, Net of Tax.......................         --          --        (5.69)         --
                                                   ---------    --------    ---------    --------
  Diluted Earnings (Loss) per Share..............  $   (2.26)   $  (0.08)   $   (7.82)   $  (0.13)
                                                   =========    ========    =========    ========
SHARES USED IN COMPUTING EARNINGS (LOSS) PER
  SHARE:
  Basic..........................................     78,272     115,799       78,269     114,176
                                                   =========    ========    =========    ========
  Diluted........................................     78,272     115,799       78,269     114,176
                                                   =========    ========    =========    ========
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        3
<PAGE>

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                               THREE MONTHS ENDED      SIX MONTHS ENDED
                                                                    JUNE 30,               JUNE 30,
                                                              --------------------   --------------------
                                                                2002        2003       2002        2003
                                                              ---------   --------   ---------   --------
                                                                            (IN THOUSANDS)
                                                                              (UNAUDITED)
<S>                                                           <C>         <C>        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) attributable to common stock............  $(177,429)  $ (9,835)  $(612,817)  $(12,569)
  Adjustments to reconcile net income (loss) attributable to
     common stock to net cash provided by (used in)
     operating activities --
     Cumulative effect of change in accounting principle,
      net of tax............................................         --         --     445,422         --
     Goodwill impairment....................................    166,580         --     166,580         --
     Depreciation and amortization..........................     15,442     15,307      30,017     30,208
     Loss on sale of property and equipment.................        444        261         696        694
     Provision for doubtful accounts........................      6,362     19,014       5,567     19,257
     Deferred income tax provision (benefit)................    (22,868)    30,249     (18,270)    32,304
     Amortization of deferred compensation..................         62        878         125      1,084
     Preferred stock dividends, net of forfeitures..........        232         --         464     (2,109)
  Changes in operating assets and liabilities, net of
     non-cash transactions --
     (Increase) decrease in --
       Accounts receivable..................................    (23,974)   (35,267)     31,432      9,120
       Costs and estimated earnings in excess of billings on
        uncompleted contracts...............................     (2,113)    (2,413)     (9,509)      (743)
       Inventories..........................................     (1,030)       366      (6,074)    (1,192)
       Prepaid expenses and other current assets............     (1,165)     1,216         210        (15)
     Increase (decrease) in --
       Accounts payable and accrued expenses and other
        non-current liabilities.............................     26,283     15,510      30,175     (4,274)
       Billings in excess of costs and estimated earnings on
        uncompleted contracts...............................     (2,599)    (1,969)    (10,573)    (1,114)
       Other, net...........................................         80      2,553        (623)     2,511
                                                              ---------   --------   ---------   --------
          Net cash provided by (used in) operating
            activities......................................    (15,693)    35,870      52,822     73,162
                                                              ---------   --------   ---------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property and equipment..............      1,173        691       1,729        904
  Additions of property and equipment.......................    (16,623)    (7,624)    (33,371)   (12,477)
  Cash paid for acquisitions, net of cash acquired..........     (7,035)        --      (8,000)        --
  Cash restricted for self-insurance programs...............         --     (7,200)         --     (7,200)
  Notes receivable..........................................       (410)        --     (17,206)        --
                                                              ---------   --------   ---------   --------
          Net cash used in investing activities.............    (22,895)   (14,133)    (56,848)   (18,773)
                                                              ---------   --------   ---------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings under the credit facility..................     49,890         --      13,670         --
  Proceeds from other long-term debt........................      1,187      1,224       1,816      2,138
  Payments on other long-term debt..........................     (3,235)    (1,784)     (6,099)    (3,749)
  Issuances of stock, net of offering costs.................         --      3,505       3,650      5,436
  Stock repurchases.........................................    (11,802)        --     (11,802)        --
  Exercise of stock options.................................        816         --       1,081         --
                                                              ---------   --------   ---------   --------
          Net cash provided by financing activities.........     36,856      2,945       2,316      3,825
                                                              ---------   --------   ---------   --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........     (1,732)    24,682      (1,710)    58,214
CASH AND CASH EQUIVALENTS, beginning of period..............      6,309     61,433       6,287     27,901
                                                              ---------   --------   ---------   --------
CASH AND CASH EQUIVALENTS, end of period....................  $   4,577   $ 86,115   $   4,577   $ 86,115
                                                              =========   ========   =========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for --
     Interest...............................................  $   1,197   $  5,208   $  11,507   $ 10,949
     Income taxes, net of refunds...........................      4,873    (38,225)      5,495    (38,422)
</Table>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        4
<PAGE>

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.  BUSINESS AND ORGANIZATION

     Quanta Services, Inc. (Quanta) is a leading provider of specialized
contracting services, offering end-to-end network solutions to the electric
power, gas, telecommunications and cable television industries. Quanta's
comprehensive services include designing, installing, repairing and maintaining
network infrastructure. The consolidated financial statements of Quanta include
the accounts of Quanta and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

     In the course of its operations, Quanta is subject to certain risk factors,
including but not limited to risks related to: economic downturn, access to
capital, compliance with lenders' financial covenants, the financial condition
of Quanta's customers, the collectibility of receivables, significant
fluctuations in quarterly results, contracts, recoverability of goodwill, rapid
technological and structural changes in the industries Quanta serves,
competition, internal growth and operating strategies, management of growth,
acquisition integration and financing, unionized workforce, dependence on key
personnel, availability of qualified employees, potential exposure to
environmental liabilities and anti-takeover measures.

  INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION

     These unaudited condensed consolidated financial statements have been
prepared pursuant to the rules of the Securities and Exchange Commission (SEC).
Certain information and footnote disclosures, normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States, have been condensed or omitted pursuant to those
rules and regulations. Quanta believes that the disclosures made are adequate to
make the information presented not misleading. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
fairly present the financial position, results of operations and cash flows with
respect to the interim consolidated financial statements have been included. The
results of operations for the interim periods are not necessarily indicative of
the results for the entire fiscal year. The results of Quanta have historically
been subject to significant seasonal fluctuations.

     It is suggested that these unaudited condensed consolidated financial
statements be read in conjunction with the audited consolidated financial
statements and notes thereto of Quanta Services, Inc. and subsidiaries included
in Quanta's Annual Report on Form 10-K, which was filed with the SEC on March
31, 2003.

  USE OF ESTIMATES AND ASSUMPTIONS

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the use of estimates
and assumptions by management in determining the reported amounts of assets and
liabilities, disclosures of contingent assets and liabilities known to exist as
of the date the financial statements are published and the reported amount of
revenues and expenses recognized during the periods presented. Quanta reviews
all significant estimates affecting its consolidated financial statements on a
recurring basis and records the effect of any necessary adjustments prior to
their publication. Judgments and estimates are based on Quanta's beliefs and
assumptions derived from information available at the time such judgments and
estimates are made. Uncertainties with respect to such estimates and assumptions
are inherent in the preparation of financial statements. Estimates are primarily
used in Quanta's assessment of the allowance for doubtful accounts, valuation of
inventory, fair value assumption in analyzing goodwill and long-lived asset
impairments, self-insured claims liabilities, revenue recognition under
percentage-of-completion accounting and income taxes.

                                        5
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CURRENT AND LONG-TERM ACCOUNTS AND NOTES RECEIVABLE AND PROVISION FOR DOUBTFUL
  ACCOUNTS

     Quanta provides an allowance for doubtful accounts when collection of an
account or note receivable is considered doubtful. Inherent in the assessment of
the allowance for doubtful accounts are certain judgments and estimates
including, among others, our customer's access to capital, the customer's
willingness or ability to pay, general economic conditions and the ongoing
relationship with the customer. Under certain circumstances, such as
foreclosures or negotiated settlements, Quanta may take title to the underlying
assets in lieu of cash in settlement of receivables. As of June 30, 2003, Quanta
has provided allowances for doubtful accounts of approximately $76.0 million.
Certain of Quanta's customers, several of them large public telecommunications
carriers, have filed for bankruptcy or have been experiencing financial
difficulties. Also, a number of Quanta's utility customers are experiencing
financial difficulties in the current business climate. Should additional
customers file for bankruptcy or continue to experience difficulties, or should
anticipated recoveries relating to receivables in existing bankruptcies or other
workout situations fail to materialize, Quanta could experience reduced cash
flows and losses in excess of current allowances provided. In addition, material
changes in our customers' revenues or cash flows could affect our ability to
collect amounts due from them.

     In June 2002, a large Quanta customer, Adelphia Communications Corporation
(Adelphia), filed for bankruptcy protection under Chapter 11 of the Bankruptcy
Code, as amended. Quanta has filed liens on various properties to secure
substantially all of its pre-petition receivables. The carrying value is based
upon Quanta's understanding of the current status of the Adelphia bankruptcy
proceeding and a number of assumptions, including assumptions about the
validity, priority and enforceability of our security interests. Quanta
currently believes it will collect a substantial majority of the balances owed.
Should any of the factors underlying Quanta's estimate change, the amount of
Quanta's allowance could change significantly. Quanta is uncertain as to whether
such receivables will be collected within one year and therefore has included
this amount in non-current assets as Accounts and Notes Receivable. Also
included in Accounts and Notes Receivable are amounts due from another customer
relating to the construction of independent power plants. Quanta has agreed to
long-term payment terms for this customer. The notes receivable are partially
secured and bear interest at 9.5% per year. In the second quarter of 2003,
Quanta provided allowances for these notes receivable due to a substantial
deterioration in the estimated future cash flows of the plants, resulting in a
carrying value equal to the estimated value of the collateral securing these
notes. As of June 30, 2003, the total long-term balances due from both of these
customers was $81.2 million, net of an allowance for doubtful accounts of $46.3
million.

  CONCENTRATION OF CREDIT RISK

     Quanta grants credit, generally without collateral, to its customers, which
include electric power and gas companies, telecommunications and cable
television system operators, governmental entities, general contractors,
builders and owners and managers of commercial and industrial properties located
primarily in the United States. Consequently, Quanta is subject to potential
credit risk related to changes in business and economic factors throughout the
United States. However, Quanta generally is entitled to payment for work
performed and typically has certain lien rights on the services provided.

  STOCK-BASED COMPENSATION

     Quanta accounts for its stock-based compensation under Accounting
Principles Board Opinion No. 25 (APB Opinion No. 25), "Accounting for Stock
Issued to Employees." Under this accounting method, no compensation expense is
recognized in the consolidated statements of operations if no intrinsic value of
the option exists at the date of grant. In October 1995, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." SFAS No.
123 encourages companies to account for stock-based compensation awards based on
the fair

                                        6
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

value of the awards at the date they are granted. The resulting compensation
cost would be shown as an expense in the consolidated statements of operations.
Companies can choose not to apply the new accounting method and continue to
apply current accounting requirements; however, disclosure is required as to
what net income and earnings per share would have been had SFAS No. 123 been
followed. In addition, Quanta has an Employee Stock Purchase Plan (ESPP). SFAS
No. 123 requires the inclusion of stock issued pursuant to an ESPP in the as
adjusted disclosure.

     Had compensation costs for the 2001 Stock Incentive Plan and the ESPP been
determined consistent with SFAS No. 123, Quanta's net income attributable to
common stock and earnings per share would have been reduced to the following as
adjusted amounts (in thousands, except per share information):

<Table>
<Caption>
                                              THREE MONTHS ENDED      SIX MONTHS ENDED
                                                   JUNE 30,               JUNE 30,
                                             --------------------   --------------------
                                               2002        2003       2002        2003
                                             ---------   --------   ---------   --------
<S>                                          <C>         <C>        <C>         <C>
Net income (loss) attributable to common
  stock
  As reported..............................  $(177,429)  $ (9,835)  $(612,817)  $(12,569)
  As Adjusted -- Basic.....................  $(183,119)  $(10,281)  $(623,761)  $(17,602)
  As Adjusted -- Diluted...................  $(183,119)  $(10,281)  $(623,761)  $(17,602)
Earnings (loss) per share
  As Reported -- Basic.....................  $   (2.26)  $  (0.08)  $   (7.82)  $  (0.13)
  As Adjusted -- Basic.....................  $   (2.34)  $  (0.09)  $   (7.96)  $  (0.17)
  As Reported -- Diluted...................  $   (2.26)  $  (0.08)  $   (7.82)  $  (0.13)
  As Adjusted -- Diluted...................  $   (2.34)  $  (0.09)  $   (7.96)  $  (0.17)
</Table>

     See Note 7 for additional discussion of the restricted stock issued under
Quanta's 2001 Stock Incentive Plan and the effects thereof.

                                        7
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2.  PER SHARE INFORMATION

     Earnings (loss) per share amounts are based on the weighted average number
of shares of common stock and common stock equivalents outstanding during the
period. The weighted average number of shares used to compute basic and diluted
earnings (loss) per share for the three and six months ended June 30, 2002 and
2003 is illustrated below (in thousands):

<Table>
<Caption>
                                            THREE MONTHS ENDED      SIX MONTHS ENDED
                                                 JUNE 30,               JUNE 30,
                                           --------------------   --------------------
                                             2002        2003       2002        2003
                                           ---------   --------   ---------   --------
<S>                                        <C>         <C>        <C>         <C>
NET INCOME (LOSS):
  Net income (loss) attributable to
     common stock........................  $(177,429)  $ (9,835)  $(612,817)  $(12,569)
  Dividends on Series A Convertible
     Preferred Stock, net of
     forfeitures.........................        232         --         464     (2,109)
                                           ---------   --------   ---------   --------
  Net income (loss) for basic earnings
     (loss) per share....................   (177,197)    (9,835)   (612,353)   (14,678)
                                           ---------   --------   ---------   --------
  Effect of convertible subordinated
     notes under the "if converted"
     method -- interest expense addback,
     net of taxes........................         --         --          --         --
                                           ---------   --------   ---------   --------
  Net income (loss) for diluted earnings
     (loss) per share....................  $(177,197)  $ (9,835)  $(612,353)  $(14,678)
                                           =========   ========   =========   ========
WEIGHTED AVERAGE SHARES:
  Weighted average shares outstanding for
     basic earnings (loss) per share,
     including Series A Convertible
     Preferred Stock.....................     78,272    115,799      78,269    114,176
  Effect of dilutive stock options.......         --         --          --         --
  Effect of convertible subordinated
     notes under the "if converted"
     method -- weighted convertible
     shares..............................         --         --          --         --
                                           ---------   --------   ---------   --------
  Weighted average shares outstanding for
     diluted earnings (loss) per share...     78,272    115,799      78,269    114,176
                                           =========   ========   =========   ========
</Table>

     Pursuant to EITF Topic D-95, "Effect of Participating Convertible
Securities on the Computation of Basic Earnings per Share," the impact of the
Series A Convertible Preferred Stock has been included in the computation of
basic earnings (loss) per share, where applicable. For the three and six months
ended June 30, 2002, approximately 8.1 million and 7.9 million stock options
were excluded from the computation of diluted earnings (loss) per share because
the options' exercise prices were greater than the average market price of
Quanta's common stock. For the three and six months ended June 30, 2003,
approximately 1.6 million stock options were excluded from the computation of
diluted earnings (loss) per share because the options' exercise prices were
greater than the average market price of Quanta's common stock. For the three
and six months ended June 30, 2002, 452,366 and 464,494 stock options, with
exercise prices lower than the average market price of Quanta's Common Stock,
were excluded from the computation of diluted earnings (loss) per share because
the effect of including them would be antidilutive. For the three and six months
ended June 30, 2003, 8,569 and 5,556 stock options, with exercise prices lower
than the average market price of Quanta's Common Stock, were excluded from the
computation of diluted earnings (loss) per share because the effect of including
them would be antidilutive. For the three and six months ended June 30, 2002 and
2003, the effect of

                                        8
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assuming conversion of the convertible subordinated notes would be antidilutive
and they were therefore excluded from the calculation of diluted earnings (loss)
per share.

3.  INCOME TAXES

     Quanta follows the liability method of accounting for income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes." Under this method,
deferred assets and liabilities are recorded for future tax consequences of
temporary differences between the financial reporting and tax bases of assets
and liabilities, and are measured using the enacted tax rates and laws that will
be in effect when the underlying assets or liabilities are recovered or settled.

     As of June 30, 2003, estimates of Quanta's income before taxes for the year
ended December 31, 2003 are at levels such that small fluctuations in estimated
income before taxes could produce large changes in the estimated annual
effective tax rate. Therefore, for the six months ended June 30, 2003, Quanta
has provided for taxes based upon the year-to-date loss without regard to year
end estimates.

4.  NEW ACCOUNTING PRONOUNCEMENTS

     In May 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133. This statement is effective for contracts
entered into or modified after June 30, 2003 (with certain exceptions) and for
hedging relationships entered into after June 30, 2003. We do not have any
financial instruments that fall under the scope of this statement and do not
believe that the adoption of SFAS No. 149 will have a material effect on either
our financial position, results of operations or cash flows.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for classifying and measuring certain financial
instruments with characteristics of both liabilities and equity. Financial
instruments that fall within the scope of SFAS No. 150 will be classified as
liabilities (or assets in some circumstances). This statement is effective at
the beginning of the first interim period beginning after June 15, 2003.

5.  GOODWILL AND OTHER INTANGIBLES

     Effective January 1, 2002, Quanta adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which establishes new accounting and reporting requirements
for goodwill and other intangible assets. Under SFAS No. 142, all goodwill
amortization ceased effective January 1, 2002. Material amounts of recorded
goodwill attributable to each of Quanta's reporting units were tested for
impairment by comparing the fair value of each reporting unit with its carrying
value. Fair value was determined using a combination of the discounted cash
flow, market multiple and market capitalization valuation approaches. These
impairment tests are required to be performed at adoption of SFAS No. 142 and at
least annually thereafter or more frequently if events or changes in
circumstances indicate that the asset might be impaired. Significant estimates
used in the methodologies include estimates of future cash flows, future
short-term and long-term growth rates, weighted average cost of capital and
estimates of market multiples for each of the reportable units. On an ongoing
basis (absent any impairment indicators), Quanta performs impairment tests
annually during the fourth quarter.

     Based on Quanta's transitional impairment test performed upon adoption of
SFAS No. 142 during the six months ended June 30, 2002, Quanta recognized a
$488.5 million non-cash charge, ($445.4 million, net of tax) to reduce the
carrying value of goodwill to the implied fair value of Quanta's reporting
units. Under

                                        9
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

SFAS No. 142, the impairment adjustment recognized upon adoption of the new
rules was reflected as a cumulative effect of change in accounting principle,
net of tax.

     Quanta further recognized an interim non-cash goodwill impairment charge of
approximately $166.6 million during the quarter ended June 30, 2002. Impairment
adjustments recognized after adoption are required to be recognized as operating
expenses. The primary factor contributing to the interim impairment charge was
the overall deterioration of the business climate during 2002 in the markets
Quanta serves as evidenced by an increased number of bankruptcies in the
telecommunications industry, continued devaluation of several of Quanta's
customers' debt and equity securities and pricing pressures resulting from
challenges faced by major industry participants. Fair value was determined using
a combination of the discounted cash flow, market multiple and market
capitalization valuation approaches. Interim goodwill impairment assessments are
required whenever events or changes occur during the year that indicate that the
goodwill may not be recoverable.

     Late in the second quarter of 2003, a dispute developed between one of our
subsidiaries and its primary customer, leading to a suspension of work for that
customer. It is unclear whether the dispute will be resolved favorably or
whether work for this customer will resume. If the dispute settles unfavorably
for the subsidiary or the subsidiary is unable to replace this work with
comparable cash flows, Quanta may record a non-cash goodwill impairment charge
of up to $6.5 million.

6.  DEBT

  CREDIT FACILITY

     Quanta has a credit facility with 14 participating banks which matures on
June 14, 2004. On March 31, 2003, the commitment reduced from $250.0 million to
$225.0 million and will remain in effect at such amount through December 31,
2003. Effective January 1, 2004, the credit facility will reduce to $200.0
million and remain in effect at such amount through maturity of the credit
facility on June 14, 2004. Quanta's borrowing availability is further restricted
by $25.0 million until Quanta achieves, for two consecutive fiscal quarters
beginning with the fourth quarter of 2002, certain minimum EBITDA (as defined in
the credit facility) requirements. Quanta has not yet satisfied these EBITDA
requirements. In addition, Quanta's borrowing availability under the credit
facility is subject to reduction depending upon Quanta's degree of compliance
with certain quarterly financial ratios. The credit facility is secured by a
pledge of all of the capital stock of Quanta's subsidiaries and the majority of
Quanta's assets and is to provide funds to be used for working capital and for
other general corporate purposes. Quanta's subsidiaries guarantee the repayment
of all amounts due under the facility and the facility restricts pledges on all
material assets. Amounts borrowed under the credit facility bear interest at a
rate equal to either (a) the London Interbank Offered Rate (the 30 day LIBOR
rate was 1.12% at June 30, 2003) plus 1.50% to 3.50%, as determined by the ratio
of Quanta's total funded debt to EBITDA or (b) the bank's prime rate (which was
4.0% at June 30, 2003) plus up to 2.00%, as determined by the ratio of Quanta's
total funded debt to EBITDA. Commitment fees of 0.375% to 0.50%, based on
Quanta's total funded debt to EBITDA, are due on any unused borrowing capacity
under the credit facility. The credit facility contains certain financial ratio
and indebtedness covenants, including a maximum funded debt to EBITDA ratio, a
minimum interest coverage ratio and a maximum senior debt to EBITDA ratio. The
credit facility also prohibits the payment of dividends and stock repurchase
programs and limits capital expenditures and asset sales. Additionally the
credit facility requires a mandatory reduction in the banks' commitment by a
portion of the proceeds from asset sales in excess of $5.0 million annually or
upon the issuance of additional debt in excess of $15.0 million. As of June 30,
2003, Quanta was in compliance with all of its covenants. However, the lower
than anticipated operating performance in the first six months of 2003, if
coupled with other conditions such as additional project delays or
cancellations, adverse weather conditions or poor contract performance, could
adversely affect Quanta's ability to comply with the covenants in the future. As
of June 30, 2003, Quanta had no outstanding borrowings under the credit facility
and $83.9 million of letters of credit

                                        10
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

outstanding, primarily to secure Quanta's potential obligations under the
casualty insurance programs. Based on Quanta's senior debt to EBITDA ratio as of
June 30, 2003, Quanta has approximately $8.3 million in borrowing availability
under the credit facility.

  SENIOR SECURED NOTES

     In 2000, Quanta closed a private placement of $210.0 million principal
amount of senior secured notes, primarily with insurance companies, with
maturities currently ranging from March 2005 to September 2010. During 2002,
Quanta amended the senior secured notes and, as amended, they have financial
covenants and restrictions substantially identical to those of the credit
facility. The senior secured notes bear interest at a weighted average interest
rate between 8.41% and 9.91% as determined by the ratio of Quanta's total funded
debt to EBITDA. The current weighted average interest rate is 9.91%. In
addition, the senior secured notes carry a make-whole provision customary for
this type of debt instrument on prepayment of principal, including any mandatory
prepayments. The senior secured notes carry cross-default provisions and rank
equally in right of repayment with indebtedness under Quanta's credit facility.

  CONVERTIBLE SUBORDINATED NOTES

     During the third quarter of 2000, Quanta issued $172.5 million principal
amount of convertible subordinated notes. The convertible subordinated notes
bear interest at 4.0% per year and are convertible into shares of Quanta's
common stock at a price of $54.53 per share, subject to adjustment as a result
of certain events. The convertible subordinated notes require semi-annual
interest payments beginning December 31, 2000, until the notes mature on July 1,
2007. Quanta has the option to redeem the notes beginning July 3, 2003; however,
redemption is currently prohibited by Quanta's credit facility and senior
secured notes.

7.  STOCKHOLDERS' EQUITY

  SERIES A CONVERTIBLE PREFERRED STOCK

     In September 1999, Quanta issued shares of Series A Convertible Preferred
Stock, $.00001 par value per share. All outstanding shares of Series A
Convertible Preferred Stock remaining were converted into common stock during
the first quarter of 2003 and the series was eliminated during the second
quarter of 2003.

  FIRST RESERVE INVESTMENT

     During the fourth quarter of 2002, First Reserve Fund IX, L.P. (First
Reserve) purchased from Quanta approximately 2.4 million shares of newly issued
Series E Preferred Stock at $30.00 per share. The Series E Preferred Stock was
converted into 24.3 million shares of common stock on December 31, 2002 and the
series was eliminated during the second quarter of 2003.

     Through February 20, 2003, First Reserve had the right to require Quanta to
repurchase for cash the shares of common stock issued as a result of the
conversion of the shares of Series E Preferred Stock if Quanta had a change in
control. As such, the $72.9 million investment was reflected in the consolidated
balance sheet as Redeemable Common Stock at December 31, 2002. On February 20,
2003, at the expiration of this right, the Redeemable Common Stock was
reclassified to stockholders' equity.

     In connection with their investment, First Reserve is entitled to a
pre-emptive right to purchase shares of common stock upon Quanta's issuance of
shares to third parties. During the first six months of 2003, First Reserve
acquired 1,201,128 shares pursuant to such right.

                                        11
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  RESTRICTED STOCK

     Pursuant to the 2001 Stock Incentive Plan, Quanta issues restricted common
stock at the fair market value of the common stock as of the date of issuance.
The shares of restricted common stock issued pursuant to the 2001 Stock
Incentive Plan are subject to restrictions on transfer and certain other
conditions. During the restriction period, the plan participants are entitled to
vote and receive dividends on such shares. Upon issuance of the common stock, an
unamortized compensation expense equivalent to the market value of the shares on
the date of grant is charged to stockholders' equity and is amortized over the
restriction period, typically three years.

     On January 21, 2003, Quanta offered eligible employees and consultants the
opportunity to exchange certain outstanding stock options, with an exercise
price of $10.00 or more, for restricted shares of Quanta's common stock at an
exchange ratio of one share of restricted stock for every 2.24 option shares
tendered. As restricted stock, the shares are subject to forfeiture and other
restrictions until they vest. Regardless of the vesting schedule of the eligible
options offered for exchange, the restricted stock granted in the offer vests
over three years in equal annual installments on February 28 of each year,
beginning February 28, 2004, assuming the employee or consultant continues to
meet the requirements for vesting. On March 10, 2003, Quanta accepted for
exchange and canceled eligible options to purchase an aggregate of 6,769,483
shares of its common stock, representing approximately 93% of the 7,289,750
options that were eligible to be tendered in the offer as of the expiration
date. Pursuant to the terms of the offer, Quanta granted restricted stock
representing an aggregate of 3,022,112 shares of its common stock, or
approximately $9.0 million in value, in exchange for the tendered eligible
options. This restricted stock issuance will require Quanta to recognize a
non-cash compensation charge of approximately $3.0 million per year over the
three-year vesting period of the restricted stock. The remaining 520,267
eligible options that were not exchanged will be required to be accounted for
under variable plan accounting under APB Opinion No. 25. The weighted average
exercise price of these remaining eligible options is $23.92. In the future, to
the extent that Quanta's stock price exceeds an option's exercise price, the
difference will be recorded as a non-cash compensation charge with an offset to
additional paid-in capital. No charges have been recorded with respect to these
options under variable plan accounting through June 30, 2003.

     As of June 30, 2002 and 2003, 63,614 and 3,314,152 million shares of
restricted stock, respectively, were outstanding. The compensation expense
recognized with respect to all restricted stock during the three and six months
ended June 30, 2002 was approximately $62,000 and $125,000, respectively, and
for the three and six months ended June 30, 2003 was approximately $878,000 and
$1,084,000, respectively.

8.  SEGMENT INFORMATION

     Quanta operates in one reportable segment as a specialty contractor. Quanta
provides comprehensive network solutions to the electric power, gas,
telecommunications and cable television industries, including designing,
installing, repairing and maintaining network infrastructure. In addition,
Quanta provides ancillary services such as inside electrical wiring, intelligent
traffic networks, cable and control systems for light rail lines, airports and
highways, and specialty rock trenching, directional boring and road milling for
industrial and commercial customers. Each of these services is provided by
various Quanta subsidiaries and discrete financial information is not provided
to management at the service level. The following table presents information

                                        12
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

regarding revenues derived from the industries noted above. Certain
reclassifications have been made to the prior period in order to conform to the
current period presentation.

<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                              -------------------
                                                                2002       2003
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Electric power and gas network services.....................  $491,130   $479,992
Telecommunications network services.........................   150,778    110,887
Cable television network services...........................   108,454     51,954
Ancillary services..........................................   131,380    132,598
                                                              --------   --------
                                                              $881,742   $775,431
                                                              ========   ========
</Table>

     Quanta currently does not have significant operations or long-lived assets
in countries outside of the United States.

9.  COMMITMENTS AND CONTINGENCIES

  LITIGATION

     Quanta is from time to time party to various lawsuits, claims and other
legal proceedings that arise in the ordinary course of business. These actions
typically seek, among other things, compensation for alleged personal injury,
breach of contract, property damage, punitive damages, civil penalties or other
losses, or injunctive or declaratory relief. With respect to such lawsuits,
claims and proceedings, Quanta accrues reserves when it is probable a liability
has been incurred and the amount of loss can be reasonably estimated. Quanta
does not believe that any of these proceedings, separately or in the aggregate,
would be expected to have a material adverse effect on Quanta's results of
operations or financial position.

  SELF-INSURANCE

     Through June 30, 2003, Quanta was insured for employer's liability, auto
liability and general liability claims, subject to a deductible of $1,000,000
per occurrence with a deductible for workers' compensation of $2,000,000 per
occurrence. In August 2003, Quanta increased the deductible for auto liability
claims from $1,000,000 to $2,000,000 per occurrence. Quanta's consolidated
non-union employee related health care benefits plan is subject to a deductible
of $250,000 per claimant per year. Losses up to the deductible amounts are
accrued based upon Quanta's estimates of the ultimate liability for claims
incurred and an estimate of claims incurred but not reported. The accruals are
based upon known facts and historical trends and management believes such
accruals to be adequate. At December 31, 2002 and June 30, 2003, the amounts
accrued for self-insured claims were $45.0 million and $53.8 million,
respectively, with $27.4 million and $34.4 million, respectively, considered to
be long-term and included in Other Non-Current Liabilities.

     Quanta is contractually obligated to fund its casualty self-insurance
obligations applicable to the policy period from March 1, 2003 to February 29,
2004 with a combination of a cash trust account of $14.4 million and letters of
credit totaling $24.4 million. As of June 30, 2003, Quanta had funded the cash
trust account with $7.2 million and issued $11.7 million in letters of credit
pursuant to the policy period from March 1, 2003 to February 29, 2004. The $7.2
million of restricted cash is classified as non-current and is included in Other
Assets.

  PERFORMANCE BONDS

     In certain circumstances, Quanta is required to provide performance bonds
in connection with its contractual commitments. Quanta has indemnified the
surety for any expenses paid out under these

                                        13
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

performance bonds. As of June 30, 2003, the total amount of outstanding
performance bonds was approximately $484.8 million.

  LEASES

     Quanta leases certain buildings and equipment under non-cancelable lease
agreements including related party leases. The following schedule shows the
future minimum lease payments under these leases as of June 30, 2003 (in
thousands):

<Table>
<Caption>
                                                              CAPITAL   OPERATING
                                                              LEASES     LEASES
                                                              -------   ---------
<S>                                                           <C>       <C>
Year Ending December 31 --
2003........................................................   $120      $ 9,462
2004........................................................    103       12,660
2005........................................................      4        9,368
2006........................................................     --        4,391
2007........................................................     --        1,550
Thereafter..................................................     --        2,008
                                                               ----      -------
          Total minimum lease payments......................   $227      $39,439
                                                               ====      =======
  Less -- Amounts representing interest.....................      3
                                                               ----
  Present value of minimum lease payments...................    224
  Less -- Current portion...................................    119
                                                               ----
  Total long-term obligations...............................   $105
                                                               ====
</Table>

     Quanta has guaranteed a residual value on certain equipment operating
leases. Quanta guarantees the difference between this residual value and the
fair market value of the underlying asset at the date of termination of the
leases. At June 30, 2003, the maximum guaranteed residual value would have been
approximately $135.2 million. Quanta believes that no significant payments will
be made as a result of the difference between the fair market value of the
leased equipment and the guaranteed residual value. However, there can be no
assurance that future significant payments will not be required.

  CONTINGENT PAYMENTS

     Quanta is subject to an agreement with the former owners of an operating
unit that was acquired in 2000. Under the terms of this agreement and depending
upon the ultimate profitability of certain contracts obtained by the operating
unit and the collection of the underlying receivables, Quanta may be required to
make additional payments to such former owners with a combination of common
stock and cash. At June 30, 2003, the amount of additional payments based on
performance to date could equal up to $15.5 million. This amount may be adjusted
significantly higher or lower over the term of the agreement.

  EMPLOYMENT AGREEMENTS

     Quanta has entered into various employment agreements with certain
executives which provide for compensation and certain other benefits and for
severance payments under certain circumstances. In addition, certain employment
agreements contain clauses which become effective upon a change of control of
Quanta. Upon any of the defined events in the various employment agreements,
Quanta will pay certain amounts to the employee, which vary with the level of
the employee's responsibility.

                                        14
<PAGE>
                     QUANTA SERVICES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  COLLECTIVE BARGAINING AGREEMENTS

     Certain of the subsidiaries are party to various collective bargaining
agreements with certain of their employees. The agreements require such
subsidiaries to pay specified wages and provide certain benefits to their union
employees. These agreements expire at various times.

  OTHER

     Quanta is subject to audit by tax authorities for varying periods in
various federal, state and local foreign tax jurisdictions. Disputes arise
during the course of such audits as to facts and matters of law.

     Quanta has indemnified various parties against specified liabilities that
those parties might incur in the future in connection with companies previously
acquired or disposed of by Quanta. These indemnities usually are contingent upon
the other party incurring liabilities that reach specified thresholds. As of
June 30, 2003, Quanta is not aware of circumstances that would lead to future
indemnity claims against it for material amounts in connection with these
transactions.

                                        15
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

INTRODUCTION

     The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements and related notes thereto included elsewhere
in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K,
which was filed with the SEC on March 31, 2003, and is available at the SEC's
Web site at www.sec.gov.

     We derive our revenues from one reportable segment by providing specialized
contracting services and offering comprehensive network solutions. Our customers
include electric power, gas, telecommunications and cable television companies,
as well as commercial, industrial and governmental entities.

     We enter into contracts principally on the basis of competitive unit price
or fixed price bids, the final terms and prices of which we frequently negotiate
with the customer. Although the terms of our contracts vary considerably, most
are made on either a unit price or fixed price basis in which we agree to do the
work for a price per unit of work performed (unit price) or for a fixed amount
for the entire project (fixed price). We also perform services on a cost-plus or
time and materials basis. We complete most installation projects within one
year, while we frequently provide maintenance and repair work under open-ended,
unit price or cost-plus master service agreements which are renewable annually.
We generally recognize revenue when services are performed except when work is
being performed under fixed price contracts. We typically record revenues from
fixed price contracts on a percentage-of-completion basis, using the
cost-to-cost method based on the percentage of total costs incurred to date in
proportion to total estimated costs to complete the contract. Some of our
customers require us to post performance and payment bonds upon execution of the
contract, depending upon the nature of the work to be performed. Our fixed price
contracts often include payment provisions pursuant to which the customer
withholds a 5% to 10% retainage from each progress payment and remits the
retainage to us upon completion and approval of the work.

     Cost of services consists primarily of salaries, wages and benefits to
employees, depreciation, fuel and other vehicle expenses, equipment rentals,
subcontracted services, insurance, facilities expenses, materials and parts and
supplies. Our gross margin, which is gross profit expressed as a percentage of
revenues, is typically higher on projects where labor, rather than materials,
constitutes a greater portion of the cost of services. We can predict materials
costs more accurately than labor costs. Therefore, to compensate for the
potential variability of labor costs, we seek higher margins on our
labor-intensive projects. As of June 30, 2003, we had a deductible of $1,000,000
per occurrence related to employer's liability, automobile and general liability
claims and a deductible for workers' compensation insurance of $2,000,000 per
occurrence. In August 2003, we increased the deductible for auto liability
claims from $1,000,000 to $2,000,000 per occurrence. We also have a non-union
employee related health care benefit plan that is subject to a deductible of
$250,000 per claimant per year. Fluctuations in insurance accruals related to
these deductibles could have an impact on operating margins in the period in
which such adjustments are made.

     Selling, general and administrative expenses consist primarily of
compensation and related benefits to management, administrative salaries and
benefits, marketing, office rent and utilities, communications, professional
fees and bad debt expense. Selling, general and administrative expenses can be
impacted by our customers' inability to pay for services performed.

SEASONALITY; FLUCTUATIONS OF QUARTERLY RESULTS

     Our results of operations can be subject to seasonal variations. During the
winter months, demand for new projects and new maintenance service arrangements
may be lower due to reduced construction activity. However, demand for repair
and maintenance services attributable to damage caused by inclement weather
during the winter months may partially offset the loss of revenues from lower
demand for new projects and new maintenance service arrangements. Additionally,
our industry can be highly cyclical. As a result, our volume of business may be
adversely affected by declines in new projects in various geographic regions in
the United States. Typically, we experience lower gross and operating margins
during the winter months due to lower demand for our services and more difficult
operating conditions. The financial condition of our

                                        16
<PAGE>

customers and their access to capital, variations in the margins of projects
performed during any particular quarter, the timing and magnitude of acquisition
assimilation costs, regional economic conditions and timing of acquisitions may
also materially affect quarterly results. Accordingly, our operating results in
any particular quarter may not be indicative of the results that can be expected
for any other quarter or for the entire year.

SIGNIFICANT BALANCE SHEET CHANGES

     Total assets did not vary significantly as of June 30, 2003 compared to
December 31, 2002. However, specific asset fluctuations are due to the
following:

     - Cash increased $58.2 million primarily due to the receipt of a $38.2
       million income tax refund in the second quarter of 2003, the receipt of
       $5.4 million associated with the issuance of stock and lower working
       capital requirements.

     - Accounts receivable and costs and estimated earnings in excess of
       billings on uncompleted contracts decreased $14.3 million primarily due
       to lower levels of revenue and collections on accounts that were
       outstanding at December 31, 2002.

     - Current deferred taxes decreased $24.1 million due to certain items that
       we deducted for tax purposes in the 2002 tax return, which were
       originally not expected to be deducted in 2002.

     - Property and equipment, net decreased $18.9 million due to depreciation
       expense of $29.7 million recorded during the period and the sale of
       equipment that was no longer being used by certain of our subsidiaries,
       partially offset by increases as a result of capital expenditures of
       $12.5 million.

     - Accounts and notes receivable, net decreased $15.4 million primarily due
       to additional allowances recorded during the six months ended June 30,
       2003.

     - Other assets, net increased $9.2 million primarily due to the funding of
       a cash trust account for self-insurance in the amount of $7.2 million.

     As of June 30, 2003, total liabilities increased approximately $1.6
million, redeemable common stock decreased $72.9 million and stockholders'
equity increased approximately $67.1 million compared to December 31, 2002.
These fluctuations were primarily due to the following:

     - Accounts payable and accrued expenses decreased $10.7 million primarily
       due to a $6.9 million decrease in trade accounts payable resulting from
       lower levels of costs incurred during 2003 associated with lower revenues
       and the payment during 2003 of $3.3 million in accrued debt amendment
       costs incurred during December 2002 associated with amendments of certain
       of our debt agreements.

     - Deferred income taxes and other non-current liabilities increased $15.0
       million primarily as a result of the recording of $8.2 million in
       additional long-term deferred tax liabilities due to increased
       differences between the book and tax bases of certain of our assets and
       an increase of $7.0 million in the long-term portion of our
       self-insurance reserves.

     - Redeemable common stock decreased $72.9 million. On December 20, 2002,
       First Reserve purchased from us approximately 2.4 million shares of newly
       issued Series E Preferred Stock at $30.00 per share, for an investment of
       approximately $72.9 million. The shares of Series E Preferred Stock were
       converted into 24.3 million shares of common stock on December 31, 2002.
       Through February 20, 2003, First Reserve had the right to require us to
       repurchase for cash the shares of common stock issued as a result of the
       conversion of the shares of Series E Preferred Stock if we had a change
       in control. As such, the investment had been reflected in the
       consolidated balance sheet as redeemable common stock at December 31,
       2002. On February 20, 2003, at the expiration of the right, the
       redeemable common stock was reclassified to stockholders' equity.

     - Stockholders' equity increased $67.1 million during the first six months
       of 2003. This was primarily the result of the reclassification of
       redeemable common stock of $72.9 million to stockholders' equity, the
       issuance of approximately $1.9 million of common stock pursuant to our
       Employee Stock Purchase Plan and the issuance of approximately $3.5
       million of common stock pursuant to First Reserve's
                                        17
<PAGE>

       exercise of their preemptive rights. These increases were partially
       offset by a net loss attributable to common stock of $12.6 million.

RESULTS OF OPERATIONS

     The following table sets forth selected unaudited statements of operations
data and such data as a percentage of revenues for the periods indicated:

<Table>
<Caption>
                                      THREE MONTHS ENDED JUNE 30,               SIX MONTHS ENDED JUNE 30,
                                 -------------------------------------    -------------------------------------
                                       2002                 2003                2002                 2003
                                 -----------------    ----------------    -----------------    ----------------
                                                             (DOLLARS IN THOUSANDS)
<S>                              <C>         <C>      <C>        <C>      <C>         <C>      <C>        <C>
Revenues.......................  $ 432,522   100.0%   $408,302   100.0%   $ 881,742   100.0%   $775,431   100.0%
Cost of services (including
  depreciation)................    384,362    88.9     354,784    86.9      757,895    86.0     684,156    88.2
                                 ---------   -----    --------   -----    ---------   -----    --------   -----
      Gross profit.............     48,160    11.1      53,518    13.1      123,847    14.0      91,275    11.8
Selling, general and
  administrative expenses......     59,489    13.7      58,107    14.2      110,209    12.5      97,077    12.5
Goodwill impairment............    166,580    38.5          --      --      166,580    18.8          --      --
                                 ---------   -----    --------   -----    ---------   -----    --------   -----
      Income (loss) from
         operations............   (177,909)  (41.1)     (4,589)   (1.1)    (152,942)  (17.3)     (5,802)   (0.7)
Interest expense...............     (8,035)   (1.9)     (8,138)   (2.0)     (15,889)   (1.8)    (16,102)   (2.1)
Other income, net..............      1,183     0.3        (326)   (0.1)       1,618     0.2        (110)     --
                                 ---------   -----    --------   -----    ---------   -----    --------   -----
Income (loss) before income tax
  provision (benefit) and
  cumulative effect of change
  in accounting principle......   (184,761)  (42.7)    (13,053)   (3.2)    (167,213)  (18.9)    (22,014)   (2.8)
Provision (benefit) for income
  taxes........................     (7,564)   (1.7)     (3,218)   (0.8)        (282)     --      (7,336)   (0.9)
                                 ---------   -----    --------   -----    ---------   -----    --------   -----
Income (loss) before cumulative
  effect of change in
  accounting principle.........   (177,197)  (41.0)     (9,835)   (2.4)    (166,931)  (18.9)    (14,678)   (1.9)
Cumulative effect of change in
  accounting principle, net of
  tax..........................         --      --          --      --      445,422    50.5          --      --
                                 ---------   -----    --------   -----    ---------   -----    --------   -----
  Net income (loss)............   (177,197)  (41.0)     (9,835)   (2.4)    (612,353)  (69.4)    (14,678)   (1.9)
Dividends on preferred stock,
  net of forfeitures...........        232      --          --      --          464     0.1      (2,109)   (0.3)
                                 ---------   -----    --------   -----    ---------   -----    --------   -----
  Net income (loss)
    attributable to common
    stock......................  $(177,429)  (41.0)%  $ (9,835)   (2.4)%  $(612,817)  (69.5)%  $(12,569)   (1.6)%
                                 =========   =====    ========   =====    =========   =====    ========   =====
</Table>

  THREE AND SIX MONTHS ENDED JUNE 30, 2003, COMPARED TO THE THREE AND SIX MONTHS
  ENDED JUNE 30, 2002

     Revenues.  Revenues decreased $24.2 million and $106.3 million, or 5.6% and
12.1%, to $408.3 million and $775.4 million for the three and six months ended
June 30, 2003. The decrease was due to the continued decrease in capital
spending by our customers, the inability of certain of these customers to raise
new capital, and the continued downturn in the national economy, which have
negatively impacted the award of work to specialty contractors. Pricing
pressures have also contributed to lower revenues as the competitive bid
environment tightens.

     Gross profit.  Gross profit increased $5.4 million, or 11.1%, to $53.5
million for the three months ended June 30, 2003. As a percentage of revenues,
gross margin increased from 11.1% for the three months ended June 30, 2002 to
13.1% for the three months ended June 30, 2003. This increase in gross margin
resulted primarily from increased margins on telecommunications revenues during
the three months ended June 30, 2003. Gross profit decreased $32.6 million, or
26.3%, to $91.3 million for the six months ended June 30, 2003.

                                        18
<PAGE>

As a percentage of revenue, gross margin decreased from 14.0% for the six months
ended June 30, 2002 to 11.8% for the six months ended June 30, 2003. The
decrease in gross margin was attributable to shutdowns, delays and substantial
operating inefficiencies resulting from severe snowfall in the Northeast and
Mountain regions of the United States during the first quarter of 2003,
substantially higher than normal rainfall amounts in the South and Southeast and
negative impacts due to the economic factors and pricing pressures noted above,
partially offset by increased margins on telecommunications revenues during the
three months ended June 30, 2003.

     Selling, general and administrative expenses.  Selling, general and
administrative expenses decreased $1.4 million, or 2.3%, to $58.1 million for
the three months ended June 30, 2003. During the three months ended June 30,
2003, we recorded $19.0 million in bad debt expense related primarily to notes
receivable from one customer. During the second quarter of 2002, we recorded
$8.4 million in bad debt expense and proxy defense costs in the amount of $5.9
million. Excluding bad debt expense and proxy costs, selling, general and
administrative expenses for the three months ended June 30, 2003 decreased $6.1
million primarily due to reductions in salary and benefit expenses, facility
related costs and travel and entertainment costs as a result of reductions in
personnel and the closure of certain offices. Selling, general and
administrative expenses decreased $13.1 million, or 11.9%, to $97.1 million for
the six months ended June 30, 2003. During the six months ended June 30, 2003,
we recorded $19.3 million in bad debt expense. During the six months ended June
30, 2002, we recorded $8.6 million in bad debt expense and proxy defense costs
in the amount of $10.5 million. Absent these items, selling, general and
administrative expenses for the six months ended June 30, 2003 decreased $13.3
million primarily due to reductions in salary and benefit costs, facility
related costs and travel and entertainment costs as a result of reductions in
personnel and the closure of certain offices.

     Goodwill impairment.  During the six months ended June 30, 2002, we
recognized an interim non-cash SFAS No. 142 goodwill impairment charge of $166.6
million. Any interim impairment adjustments recognized after adoption are
required to be recognized as operating expenses. The primary factor contributing
to the interim impairment charge was the overall deterioration of the business
climate during 2002 in the markets we serve. We did not recognize an interim
non-cash goodwill impairment charge during the six months ended June 30, 2003.

     Interest expense.  Interest expense increased $0.1 million, or 1.3%, to
$8.1 million for the three months ended June 30, 2003. This increase was due to
higher interest rates, partially offset by lower levels of debt in 2003.
Interest expense increased $0.2 million, or 1.3%, to $16.1 million for the six
months ended June 30, 2003, also due to higher interest rates, partially offset
by lower levels of debt in 2003.

     Provision (benefit) for income taxes.  The benefit for income taxes was
$3.2 million and $7.3 million for the three and six months ended June 30, 2003,
with effective tax rates of 24.7% and 33.3%, respectively, compared to a benefit
of $7.6 million and $0.3 million for the three and six months ended June 30,
2002, with effective tax rates of 4.1% and 0.2%, respectively. As of June 30,
2003, estimates of our income before taxes for the year ended December 31, 2003
are at levels such that small fluctuations in estimated income before taxes
could produce large changes in the estimated annual effective tax rate.
Therefore, for the six months ended June 30, 2003, we have provided for taxes
based upon the year-to-date loss without regard to year end estimates. The tax
rates in 2002 reflect the recording of the net realizable benefit relating to
the goodwill impairment charge offset by tax expense on permanent differences.

     Cumulative effect of change in accounting principle, net of tax.  Based on
our transitional impairment test performed upon adoption of SFAS No. 142 in
2002, we recognized a charge, net of tax, of $445.4 million to reduce the
carrying value of the goodwill of our reporting units to its implied fair value.
Under SFAS No. 142, the impairment adjustment recognized at adoption of the new
rule was reflected as a cumulative effect of change in accounting principle in
the six months ended June 30, 2002.

     Dividends on preferred stock, net of forfeitures.  For the six months ended
June 30, 2003, we recorded approximately $2.1 million in forfeitures of
dividends on the Series A Convertible Preferred Stock. On January 9, 2003,
939,380 shares of Series A Convertible Preferred Stock were converted into
shares of common stock and on February 27, 2003, all remaining outstanding
shares of Series A Convertible Preferred Stock were converted into shares of
common stock. There are currently no outstanding shares of Series A
                                        19
<PAGE>

Convertible Preferred Stock and the series was eliminated during the second
quarter of 2003. Any dividends that had accrued on the respective shares of
Series A Convertible Preferred Stock were reversed on the date of conversion.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2003, we had cash and cash equivalents of $86.1 million,
working capital of $350.6 million and long-term debt of $384.4 million, net of
current maturities. Our long-term debt balance at that date included borrowings
of $210.0 million of senior secured notes, $1.9 million of other debt and $172.5
million of convertible subordinated notes. We also had $83.9 million of letters
of credit outstanding under the credit facility.

     During the six months ended June 30, 2003, operating activities provided
net cash flow of $73.2 million after considering $30.2 million in depreciation
and amortization, $19.3 million for provision for doubtful accounts, $32.3
million for deferred income taxes and lower working capital requirements. We
used net cash in investing activities of $18.8 million, including $12.5 million
used for capital expenditures and $7.2 million used to fund a cash trust account
for our self-insurance. Financing activities provided a net cash flow of $3.8
million, resulting primarily from $1.9 million from the issuance of stock under
the Employee Stock Purchase Plan (ESPP) and approximately $3.5 million for
shares of common stock sold pursuant to First Reserve's exercise of their
preemptive rights, offset by $1.6 million of net repayments of other long-term
debt.

     We have a credit facility with 14 participating banks that matures on June
14, 2004. On March 31, 2003, the commitment was reduced from $250.0 million to
$225.0 million and will remain in effect at such amount through December 31,
2003. Effective January 1, 2004, the credit facility will reduce to $200.0
million and remain in effect at such amount through maturity of the credit
facility on June 14, 2004. Our borrowing availability is further restricted by
$25.0 million until we achieve, for two consecutive fiscal quarters beginning
with the fourth quarter of 2002, certain minimum EBITDA (as defined in the
credit facility) requirements. We have not yet satisfied these EBITDA
requirements. In addition, our borrowing availability under the credit facility
is subject to reduction depending upon our degree of compliance with certain
quarterly financial ratios. The credit facility is secured by a pledge of all of
the capital stock of our subsidiaries and the majority of our assets and is to
provide funds to be used for working capital and for other general corporate
purposes. Our subsidiaries guarantee the repayment of all amounts due under the
facility and the facility restricts pledges on all material assets. Amounts
borrowed under the credit facility bear interest at a rate equal to either (a)
LIBOR plus 1.50% to 3.50%, as determined by the ratio of our total funded debt
to EBITDA or (b) the bank's prime rate plus up to 2.00%, as determined by the
ratio of our total funded debt to EBITDA. Commitment fees of 0.375% to 0.50%,
based on our total funded debt to EBITDA, are due on any unused borrowing
capacity under the credit facility. The credit facility contains certain
financial ratio and indebtedness covenants, including a maximum funded debt to
EBITDA ratio, a minimum interest coverage ratio and a maximum senior debt to
EBITDA ratio. The credit facility also prohibits the payment of dividends and
stock repurchase programs and limits capital expenditures and asset sales.
Additionally the credit facility requires a mandatory reduction in the banks'
commitment by a portion of the proceeds from asset sales in excess of $5.0
million annually or upon the issuance of additional debt in excess of $15.0
million.

     As of June 30, 2003, we were in compliance with all of our covenants.
However, our lower than anticipated operating performance in the first six
months of 2003, if coupled with other conditions such as additional project
delays or cancellations, continued adverse weather conditions or poor contract
performance, could adversely affect our ability to comply with the covenants in
the future. As of June 30, 2003, we had no borrowings under the credit facility
and $83.9 million of letters of credit outstanding, primarily to secure our
potential obligations under our casualty insurance programs. Based on our senior
debt to EBITDA ratio as of June 30, 2003, we have approximately $8.3 million in
borrowing availability under the credit facility. Our current borrowing rate is
LIBOR plus 3.50%.

     As of June 30, 2003, we had $210.0 million of senior secured notes that
have maturities ranging from March 2005 to September 2010. The senior secured
notes bear interest at a weighted average interest rate between 8.41% and 9.91%
as determined by the ratio of our total funded debt to EBITDA. The current

                                        20
<PAGE>

weighted average interest rate is 9.91%. During 2002, we amended the senior
secured notes, and as amended, they have financial covenants and restrictions
substantially identical to those under the credit facility. In addition, the
senior secured notes carry a make-whole provision customary for this type of
debt instrument on prepayment of principal, including, any mandatory
prepayments. The senior secured notes carry cross-default provisions and rank
equally in right of repayment with indebtedness under our credit facility.

     As of June 30, 2003, we had $172.5 million in convertible subordinated
notes that bear interest at 4.0% per year and are convertible into shares of our
common stock at a price of $54.53 per share, subject to adjustment as a result
of certain events. The convertible subordinated notes require semi-annual
interest payments until the notes mature on July 1, 2007. We have the option to
redeem some or all of the convertible subordinated notes beginning July 3, 2003
at specified redemption prices, together with accrued and unpaid interest;
however, redemption is currently prohibited by our credit facility and senior
secured notes. If certain fundamental changes occur, as described in the
indenture under which we issued the convertible subordinated notes, holders of
the convertible subordinated notes may require us to purchase all or part of
their notes at a purchase price equal to 100% of the principal amount, plus
accrued and unpaid interest. In the event of such circumstance, consent to
repurchase the convertible subordinated notes would be required under our credit
facility and senior secured notes.

     On December 20, 2002, First Reserve purchased from us approximately 2.4
million shares of newly issued Series E Preferred Stock at $30.00 per share, for
an investment of approximately $72.9 million. The Series E Preferred Stock was
converted into 24.3 million shares of common stock on December 31, 2002 and the
series was eliminated during the second quarter of 2003. Through February 20,
2003, First Reserve had the right to require us to repurchase for cash the
shares of common stock issued as a result of the conversion of the shares of
Series E Preferred Stock if we had a change in control. As such, the investment
was reflected in the consolidated balance sheet as redeemable common stock at
December 31, 2002. On February 20, 2003, at the expiration of this right, the
redeemable common stock was reclassified to stockholders' equity.

     On January 9, 2003, 939,380 shares of Series A Convertible Preferred Stock
were converted into shares of common stock and on February 27, 2003, all
remaining outstanding shares of Series A Convertible Preferred Stock were
converted into shares of common stock and the series was eliminated during the
second quarter of 2003. Dividends of $2.3 million that had accrued on the
respective shares of Series A Convertible Preferred Stock, which included $0.2
million accrued during the first quarter of 2003, were reversed on the date of
the conversion.

     We anticipate that our cash on hand, cash flow from operations and our
credit facility will provide sufficient cash to enable us to meet our working
capital needs, debt service requirements and planned capital expenditures for
property and equipment for at least the next 12 months. However, further
deterioration in the markets we serve, material changes in our customers'
revenues or cash flows or adverse weather conditions may negatively impact our
revenues and cash flows and the ability to meet our financial covenants in the
credit facility and senior secured notes. These factors, coupled with the
lowered capacity and restrictive covenants of our credit facility and senior
secured notes, may negatively impact our ability to meet such needs.

     Other Commitments.  As is common in our industry, we have entered into
certain off-balance sheet arrangements in the ordinary course of business that
result in risks not directly reflected in our balance sheets. Our significant
off-balance sheet transactions include liabilities associated with
non-cancelable operating leases, letter of credit obligations and surety
guarantees. We have not engaged in any off-balance sheet financing arrangements
through special purpose entities.

     We enter into non-cancelable operating leases for many of our facility,
vehicle and equipment needs. These leases allow us to conserve cash by paying a
monthly lease rental fee for use of facilities, vehicles and equipment rather
than purchasing them. At the end of the lease, we have no further obligation to
the lessor. We may decide to cancel or terminate a lease before the end of its
term, in which case we are typically liable to the lessor for the remaining
lease payments under the term of the lease.

     We have guaranteed a residual value on certain equipment operating leases.
We guarantee the difference between this residual value and the fair market
value of the underlying asset at the date of termination of the

                                        21
<PAGE>

leases. At June 30, 2003, the maximum guaranteed residual value would have been
approximately $135.2 million. We believe that no significant payments will be
made as a result of the difference between the fair market value of the leased
equipment and the guaranteed residual value. However, there can be no assurance
that future significant payments will not be required.

     Some customers require us to post letters of credit to guarantee
performance under our contracts and to ensure payment to our subcontractors and
vendors under those contracts. Certain of our vendors also require letters of
credit to ensure reimbursement for amounts they are disbursing on our behalf,
such as to beneficiaries under our self-funded insurance programs. Such letters
of credit are generally issued by a bank or similar financial institution. The
letter of credit commits the issuer to pay specified amounts to the holder of
the letter of credit if the holder demonstrates that we have failed to perform
specified actions. If this were to occur, we would be required to reimburse the
issuer of the letter of credit. Depending on the circumstances of such a
reimbursement, we may also have to record a charge to earnings for the
reimbursement. To date, we have not had a claim made against a letter of credit
that resulted in payments by the issuer of the letter of credit or by us and do
not believe that it is likely that any claims will be made under a letter of
credit in the foreseeable future.

     We had $83.9 million in letters of credit outstanding under our credit
facility primarily to secure obligations under our casualty insurance program at
July 31, 2003. While not actual borrowings, letters of credit do reflect
potential liabilities under our credit facility and therefore are treated as a
use of borrowing capacity under our credit facility. These are irrevocable
stand-by letters of credit with maturities expiring at various times throughout
2003 and 2004. Upon maturity, it is expected that the majority of these letters
of credit will be renewed for subsequent one-year periods.

     We are contractually obligated to fund our casualty self-insurance
obligations applicable to the policy period from March 1, 2003 to February 29,
2004 with a combination of a cash trust account of $14.4 million and letters of
credit totaling $24.4 million. As of June 30, 2003, we had funded the cash trust
account with $7.2 million and issued $11.7 million in letters of credit pursuant
to the policy period from March 1, 2003 to February 29, 2004.

     Many customers, particularly in connection with new construction, require
us to post performance and payment bonds issued by a financial institution known
as a surety. These bonds provide a guarantee to the customer that we will
perform under the terms of a contract and that we will pay subcontractors and
vendors. If we fail to perform under a contract or to pay subcontractors and
vendors, the customer may demand that the surety make payments or provide
services under the bond. We must reimburse the surety for any expenses or
outlays it incurs. To date, we have not had any significant reimbursements to
our surety for bond-related costs. We believe that it is unlikely that we will
have to fund claims under our surety arrangements in the foreseeable future. As
of June 30, 2003, the total amount of outstanding performance bonds was
approximately $484.8 million.

     Our future contractual obligations, including interest under capital
leases, are as follows (in thousands):

<Table>
<Caption>
                                   TOTAL      2003     2004       2005      2006      2007     THEREAFTER
                                  --------   ------   -------   --------   ------   --------   ----------
<S>                               <C>        <C>      <C>       <C>        <C>      <C>        <C>
Long-term debt obligations
  including capital leases......  $390,711   $4,935   $ 2,194   $103,802   $5,263   $214,017    $60,500
Operating lease obligations.....  $ 39,439   $9,462   $12,660   $  9,368   $4,391   $  1,550    $ 2,008
</Table>

     Concentration of Credit Risk.  We grant credit, generally without
collateral, to our customers, which include electric power and gas companies,
telecommunications and cable television system operators, governmental entities,
general contractors, and builders, owners and managers of commercial and
industrial properties located primarily in the United States. Consequently, we
are subject to potential credit risk related to changes in business and economic
factors throughout the United States. However, we generally are entitled to
payment for work performed and have certain lien rights on our services
provided. Under certain circumstances, such as foreclosures or negotiated
settlements, we may take title to the underlying assets in lieu of cash in
settlement of receivables. As previously discussed herein, our customers in the
telecommunications business have experienced significant financial difficulties
and in several instances have filed for bankruptcy.

                                        22
<PAGE>

Our utility customers are also experiencing business challenges in the current
business climate. These economic conditions expose us to increased risk related
to collectibility of receivables for services we have performed.

     In June 2002, a large customer, Adelphia Communications Corporation
(Adelphia), filed for bankruptcy protection under Chapter 11 of the Bankruptcy
Code, as amended. We have filed liens on various properties to secure
substantially all of our pre-petition receivables. Our carrying value is based
upon our understanding of the current status of the Adelphia bankruptcy
proceeding and a number of assumptions, including assumptions about the
validity, priority and enforceability of our security interests. We currently
believe we will collect a substantial majority of the balances owed. Should any
of the factors underlying our estimate change, the amount of our allowance could
change significantly. We are uncertain as to whether such receivables will be
collected within one year and therefore have included this amount in non-current
assets as accounts and notes receivable as of June 30, 2003. Also included in
accounts and notes receivable are amounts due from another customer relating to
the construction of independent power plants. We have agreed to long-term
payment terms for this customer. The notes receivable are partially secured and
bear interest at 9.5% per year. In the second quarter of 2003, Quanta provided
allowances for these notes receivable due to a substantial deterioration in the
estimated future cash flows of the plants, resulting in a carrying value equal
to the estimated value of the collateral securing these notes. As of June 30,
2003, the total long-term balances due from both of these customers was $81.2
million, net of an allowance for doubtful accounts of $46.3 million.

     Litigation.  We are from time to time a party to various lawsuits, claims
and other legal proceedings that arise in the ordinary course of business. These
actions typically seek, among other things, compensation for alleged personal
injury, breach of contract, property damage, punitive damages, civil penalties
or other losses, or injunctive or declaratory relief. With respect to all such
lawsuits, claims and proceedings, we accrue reserves when it is probable a
liability has been incurred and the amount of loss can be reasonably estimated.
We do not believe that any of these proceedings, separately or in the aggregate
would be expected to have a material adverse effect on our results of operations
or financial position.

     Change of Control.  We have employment agreements with certain employees
that become effective upon a change of control of Quanta (as defined in the
employment agreements). The employment agreements provide that, following a
change in control, if we terminate the employee's employment without cause (as
defined in the employment agreements), the employee terminates employment for
good reason (as defined in the employment agreements), or the employee's
employment terminates due to death or disability, we will pay certain amounts to
the employee, which may vary with the level of the employee's responsibility and
the terms of the employee's prior employment arrangements. In addition, in the
case of certain senior executives except Mr. Colson, our chief executive
officer, these payments would also be due if the employee terminates his or her
employment within the 30-day window period commencing six months after the
change in control.

     Related Party Transactions.  In the normal course of business, we from time
to time enter into transactions with related parties. These transactions
typically take the form of facility leases with prior owners.

NEW ACCOUNTING PRONOUNCEMENTS

     In May 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133. This statement is effective for contracts
entered into or modified after June 30, 2003 (with certain exceptions) and for
hedging relationships entered into after June 30, 2003. We do not have any
financial instruments that fall under the scope of this statement and do not
believe that the adoption of SFAS No. 149 will have a material effect on either
our financial position, results of operations or cash flows.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for classifying and measuring certain financial
instruments with characteristics of both liabilities and equity. Financial
instruments that fall within the scope of SFAS No. 150 will be classified as
liabilities (or an asset in some
                                        23
<PAGE>

circumstances). This statement is effective at the beginning of the first
interim period beginning after June 15, 2003.

CRITICAL ACCOUNTING POLICIES

     The discussion and analysis of our financial condition and results of
operations are based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosures of contingent assets and liabilities
known to exist at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. We
evaluate our estimates on an ongoing basis, based on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances. There can be no assurance that actual results will not differ
from those estimates. Management has reviewed its development and selection of
critical accounting estimates with the audit committee of our board of
directors. We believe the following accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements:

          Current and Long-Term Accounts and Notes Receivable and Provision for
     Doubtful Accounts.  We provide an allowance for doubtful accounts when
     collection of an account or note receivable is considered doubtful.
     Inherent in the assessment of the allowance for doubtful accounts are
     certain judgments and estimates including, among others, our customer's
     access to capital, our customer's willingness or ability to pay, general
     economic conditions and the ongoing relationship with the customer. For
     example, certain of our customers, primarily large public
     telecommunications carriers, have filed for bankruptcy or have been
     experiencing financial difficulties, and as a result we increased our
     allowance for doubtful accounts to reflect that certain customers may be
     unable to meet their obligations to us in the future. Should additional
     customers file for bankruptcy or experience difficulties, or should
     anticipated recoveries relating to the receivables in existing bankruptcies
     and other workout situations fail to materialize, we could experience
     reduced cash flows and losses in excess of current reserves.

          Goodwill and Other Intangibles.  As stated in Note 5 of Notes to
     Condensed Consolidated Financial Statements, SFAS No. 142 provides that
     goodwill and other intangible assets that have indefinite useful lives not
     be amortized, but instead must be tested at least annually for impairment,
     and intangible assets that have finite useful lives should continue to be
     amortized over their useful lives. SFAS No. 142 also provides specific
     guidance for testing goodwill and other nonamortized intangible assets for
     impairment. Goodwill of a reporting unit shall be tested for impairment
     between annual tests if an event occurs or circumstances change that would
     more likely than not reduce the fair value of a reporting unit below its
     carrying amount. Examples of such events or circumstances may include a
     significant change in business climate or a loss of key personnel, among
     others. SFAS No. 142 requires that management make certain estimates and
     assumptions in order to allocate goodwill to reporting units and to
     determine the fair value of reporting unit net assets and liabilities,
     including, among other things, an assessment of market conditions,
     projected cash flows, cost of capital and growth rates, which could
     significantly impact the reported value of goodwill and other intangible
     assets. Estimating future cash flows requires significant judgment and our
     projections may vary from cash flows eventually realized.

          Late in the second quarter of 2003, a dispute developed between one of
     our subsidiaries and its primary customer, leading to a suspension of work
     for that customer. It is unclear whether the dispute will be resolved
     favorably or whether work for this customer will resume. If the dispute
     settles unfavorably for the subsidiary or the subsidiary is unable to
     replace this work with comparable cash flows, we may record a non-cash
     goodwill impairment charge of up to $6.5 million.

          Revenue Recognition.  We typically record revenues from fixed price
     contracts on a percentage-of-completion basis, using the cost-to-cost
     method based on the percentage of total costs incurred to date in
     proportion to total estimated costs to complete the contract. Changes in
     job performance, job conditions and final contract settlements, among
     others, are factors that influence the assessment of the total estimated
     costs to complete these contracts.

                                        24
<PAGE>

          Self-Insurance.  We are insured for employer's liability, auto
     liability and general liability claims, subject to a deductible of
     $1,000,000 per occurrence, and for workers' compensation insurance subject
     to a deductible of $2,000,000 per occurrence. In August 2003, we increased
     the deductible for auto liability claims from $1,000,000 to $2,000,000 per
     occurrence. We also have a corporate non-union employee related health care
     benefit plan that is subject to a deductible of $250,000 per claimant per
     year. Losses up to the deductible amounts are accrued based upon our
     estimates of the ultimate liability for claims incurred and an estimate of
     claims incurred but not reported. However, insurance liabilities are
     difficult to assess and estimate due to unknown factors, including the
     severity of an injury, the determination of our liability in proportion to
     other parties, the number of incidents not reported and the effectiveness
     of our safety program. The accruals are based upon known facts and
     historical trends and management believes such accruals to be adequate.

          Stock Options.  We account for our stock-based compensation under
     Accounting Principles Board Opinion No. 25 (APB Opinion No. 25),
     "Accounting for Stock Issued to Employees." Under this accounting method,
     no compensation expense is recognized in the consolidated statements of
     operations if no intrinsic value of the option exists at the date of grant.
     In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock Based
     Compensation." SFAS No. 123 encourages companies to account for stock-based
     compensation awards based on the fair value of the awards at the date they
     are granted. The resulting compensation costs would be shown as an expense
     in the consolidated statements of operations. Companies can choose not to
     apply the new accounting method and continue to apply current accounting
     requirements; however, disclosure is required as to what net income and
     earnings per share would have been had the new accounting method been
     followed.

          As a result of our stock option exchange offer during the first
     quarter of 2003, certain stock options are required to be accounted for
     under variable plan accounting. See additional discussion in Note 7 to the
     Notes to Condensed Consolidated Financial Statements.

OUTLOOK

     The following statements are based on current expectations. These
statements are forward looking, and actual results may differ materially.

     Like many companies that provide installation and maintenance services to
the electrical power, gas, telecommunications and cable television industries,
we are facing a number of challenges. The telecommunications and utility markets
experienced substantial change during 2002 as evidenced by an increased number
of bankruptcies in the telecommunications market, continued devaluation of many
of our customers' debt and equity securities and pricing pressures resulting
from challenges faced by major industry participants. These factors have
contributed to the delay and cancellation of projects and reduction of capital
spending that have impacted our operations and ability to grow at historical
levels.

     We continue to focus on the elements of the business we can control,
including cost control, the margins we accept on projects, collecting
receivables, ensuring quality service and right sizing initiatives to match the
markets we serve. These initiatives include aligning our work force with our
current revenue base, evaluating opportunities to reduce the number of field
offices and evaluating our non-core assets for potential sale. Such initiatives
could result in future charges related to, among others, severance, facilities
shutdown and consolidation, property disposal and other exit costs as we execute
these initiatives.

     We expect consistent demand for our services from our electric power and
gas customers throughout 2003 with stabilization in the demand for our services
from our telecommunications and cable customers and relatively level demand for
our ancillary services. Financial and economic pressures have led our customers
to return to their core competencies and focus on cost reductions, resulting in
an increased focus on outsourcing services. We believe that we are adequately
positioned to provide these services because of our proven full-service
operating units with broad geographic reach, financial capability and technical
expertise.

                                        25
<PAGE>

     Capital expenditures in 2003 are expected to be approximately $30.0
million. A majority of the expenditures will be for operating equipment. We
expect expenditures for 2003 to be funded substantially through internal cash
flows and, to the extent necessary, from borrowings under our credit facility.

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION

     This Quarterly Report on Form 10-Q includes statements reflecting
assumptions, expectations, projections, intentions or beliefs about future
events that are intended as "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. You can identify these statements by
the fact that they do not relate strictly to historical or current facts. They
use words such as "anticipate," "estimate," "project," "forecast," "may,"
"will," "should," "could," "expect," "believe" and other words of similar
meaning. In particular, these include, but are not limited to, statements
relating to the following:

     - Projected operating or financial results;

     - Expectations regarding capital expenditures;

     - The effects of competition in our markets;

     - The duration and extent of the current economic downturn;

     - Materially adverse changes in economic conditions in the markets served
       by us or by our customers, and;

     - Our ability to achieve cost savings.

Any or all of our forward-looking statements may turn out to be wrong. They can
be affected by inaccurate assumptions and by known or unknown risks and
uncertainties, including the following:

     - The duration and extent of the current economic downturn;

     - The cost of borrowing, availability of credit, debt covenant compliance
       and other factors affecting our financing activities;

     - Quarterly variations in our operating results due to seasonality and
       adverse weather conditions;

     - Material adverse changes in economic conditions in the markets served by
       us or by our customers;

     - The adverse impact of goodwill impairments;

     - Replacement of our contracts as they are completed or expire;

     - Rapid technological and structural changes that could reduce the demand
       for the services we provide;

     - Our ability to effectively compete for market share;

     - Our ability to generate internal growth;

     - Our growth outpacing our infrastructure;

     - Retention of key personnel and qualified employees;

     - The impact of our unionized workforce on our operations and acquisition
       strategy;

     - Potential exposure to environmental liabilities;

     - Our ability to effectively integrate the operations of our companies;

     - Beliefs and assumptions about the collectibility of receivables;

     - Our dependence on fixed price contracts;

     - Cancellation provisions within our contracts; and

     - Beliefs or assumptions about the outlook for markets we serve.

                                        26
<PAGE>

     Many of these factors will be important in determining our actual future
results. Consequently, no forward-looking statement can be guaranteed. Our
actual future results may vary materially from those expressed or implied in any
forward-looking statements.

     All of our forward-looking statements, whether written or oral, are
expressly qualified by these cautionary statements and any other cautionary
statements that may accompany such forward-looking statements. In addition, we
disclaim any obligation to update any forward-looking statements to reflect
events or circumstances after the date of this report.

ITEM 4.  CONTROLS AND PROCEDURES

     Our management evaluated, with the participation of our Chairman and Chief
Executive Officer and Chief Financial Officer the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of
June 30, 2003. Based on their evaluation, our Chairman and Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of June 30, 2003.

     There has been no change in our internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that
occurred during the quarter ended June 30, 2003, that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

                          PART II -- OTHER INFORMATION

                     QUANTA SERVICES, INC. AND SUBSIDIARIES

ITEM 1.  LEGAL PROCEEDINGS

     We are from time to time a party to various lawsuits, claims and other
legal proceedings that arise in the ordinary course of business. These actions
typically seek, among other things, compensation for alleged personal injury,
breach of contract, property damage, punitive damages, civil penalties or other
losses, or injunctive or declaratory relief. With respect to all such lawsuits,
claims and proceedings, we accrue reserves when it is probable a liability has
been incurred and the amount of loss can be reasonably estimated. We do not
believe that any of these proceedings, separately or in the aggregate, would be
expected to have a material adverse effect on our results of operations or
financial position.

ITEM 2.  CHANGES IN SECURITIES

     (c) Recent Sales of Unregistered Securities

     On April 28, 2003, First Reserve purchased 1,179,091 shares of common stock
for a total purchase price of $3,497,778 pursuant to the exercise of their
preemptive right to purchase a proportionate number of shares of common stock in
respect of our issuance or sale of shares of common stock to third parties. We
relied on Section 4(2) of the Securities Act of 1933 as the basis for exemption
from registration. For the issuance, First Reserve was an "accredited investor"
as defined in Rule 501 promulgated pursuant to the Securities Act.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its annual meeting of stockholders in Houston, Texas on
May 22, 2003. Nine members were elected to the board of directors, each to serve
until the next annual meeting of the Company and until their respective
successors have been elected and qualified.

                                        27
<PAGE>

     The following eight individuals were elected to the board of directors by
the holders of the Common Stock of the Company, with no abstentions or broker
non-votes:

<Table>
<Caption>
NOMINEE                                                          FOR        AGAINST
-------                                                       ----------   ---------
<S>                                                           <C>          <C>
James R. Ball...............................................  99,331,646   2,527,478
John R. Colson..............................................  99,293,626   2,565,498
Louis G. Golm...............................................  99,332,037   2,527,087
Ben A. Guill................................................  99,332,232   2,526,892
James A. Nattier............................................  99,332,388   2,526,736
Thomas J. Sikorski..........................................  99,322,578   2,536,546
Gary A. Tucci...............................................  99,332,456   2,526,668
John R. Wilson..............................................  99,329,315   2,529,809
</Table>

     The holders of Limited Vote Common Stock of the Company elected Vincent D.
Foster to the board of directors. Mr. Foster was elected by a vote of 613,701
shares of the Limited Vote Common Stock, with 322,592 shares voted against and
no abstentions or broker non-votes.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

<Table>
<Caption>
EXHIBIT
NUMBER                                  DESCRIPTION
-------                                 -----------
<C>       <C>   <S>
  3.1       --  Certificate of Elimination of the Designation of the Series
                A Convertible Preferred Stock (filed herewith)
  3.2       --  Certificate of Elimination of the Designation of the Series
                E Convertible Preferred Stock (filed herewith)
  3.3       --  Restated Certificate of Incorporation (filed herewith)
 10.43      --  Amendment No. 2 to Settlement and Governance Agreement
                between Quanta and Aquila, Inc. dated as of April 10, 2003
                (filed herewith)
 10.44      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and John R. Colson (filed herewith)
 10.45      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and James H. Haddox (filed herewith)
 10.46      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and John R. Wilson (filed herewith)
 10.47      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and Luke T. Spalj (filed herewith)
 31.1       --  Certification of Periodic Report by Chief Executive Officer
                pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 31.2       --  Certification of Periodic Report by Chief Financial Officer
                pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 32.1       --  Certification of Periodic Report by Chief Executive Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
                herewith)
 32.2       --  Certification of Periodic Report by Chief Financial Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
                herewith)
</Table>

                                        28
<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Quanta Services, Inc., has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          QUANTA SERVICES, INC.

                                          By:     /s/ DERRICK A. JENSEN
                                            ------------------------------------
                                                     Derrick A. Jensen
                                               Vice President, Controller and
                                                  Chief Accounting Officer

Dated: August 14, 2003

                                        29
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                                  DESCRIPTION
-------                                 -----------
<C>       <C>   <S>
  3.1       --  Certificate of Elimination of the Designation of the Series
                A Convertible Preferred Stock (filed herewith)
  3.2       --  Certificate of Elimination of the Designation of the Series
                E Convertible Preferred Stock (filed herewith)
  3.3       --  Restated Certificate of Incorporation (filed herewith)
 10.43      --  Amendment No. 2 to Settlement and Governance Agreement
                between Quanta and Aquila, Inc. dated as of April 10, 2003
                (filed herewith)
 10.44      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and John R. Colson (filed herewith)
 10.45      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and James H. Haddox (filed herewith)
 10.46      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and John R. Wilson (filed herewith)
 10.47      --  Employment Agreement, dated as of May 21, 2003, by and
                between Quanta and Luke T. Spalj (filed herewith)
 31.1       --  Certification of Periodic Report by Chief Executive Officer
                pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 31.2       --  Certification of Periodic Report by Chief Financial Officer
                pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
 32.1       --  Certification of Periodic Report by Chief Executive Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
                herewith)
 32.2       --  Certification of Periodic Report by Chief Financial Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
                herewith)
</Table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>h08130exv3w1.txt
<DESCRIPTION>CERTIFICATE OF ELIMINATION - SERIES A CONV.
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.1

                        CERTIFICATE OF ELIMINATION OF THE
                               DESIGNATION OF THE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                            OF QUANTA SERVICES, INC.

                           Pursuant to Section 151(g)
                         of the General Corporation Law
                            of the State of Delaware

         Quanta Services, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, hereby certifies as follows:

         1. That, pursuant to Section 151 of the General Corporation Law of the
State of Delaware and authority granted in the Certificate of Incorporation of
the Corporation, the Board of Directors of the Corporation, by resolution duly
adopted, authorized the issuance of a series of 3,444,961 shares of Series A
Convertible Preferred Stock, par value $0.00001 per share (the "Series A
Preferred Stock"), and established the voting powers, designations, preferences
and relative, participating and other rights, and the qualifications,
limitations or restrictions thereof, and, on September 21, 1999, filed a
Certificate of Designation with respect to such Series E Preferred Stock in the
office of the Secretary of State of Delaware and on June 15, 2000 and February
10, 2003 filed amendments to such Certificate of Designation.

         2. That no shares of said Series A Preferred Stock are outstanding and
no shares thereof will be issued.

         3. That the Board of Directors of the Corporation adopted the following
resolutions:

         WHEREAS, by resolution of the Board of Directors of the Corporation and
         by a Certificate of Designation filed in the office of the Secretary of
         State of Delaware on September 21, 1999, as amended on June 15, 2000
         and February 10, 2003, this Corporation authorized the issuance of a
         series of 3,444,961 shares of Series A Convertible Preferred Stock of
         the Corporation (the "Series A Preferred Stock") and established the
         voting powers,

                                       1
<PAGE>

         designations, preferences and relative, participating and other rights,
         and the qualifications, limitations or restrictions thereof; and

         WHEREAS, as of the date hereof no shares of such Series A Preferred
         Stock are outstanding and no shares of such Series A Preferred Stock
         will be issued; and

         WHEREAS, it is desirable that all reference to such Series A Preferred
         Stock be eliminated from the Amended and Restated Certificate of
         Incorporation, as amended, of the Corporation; and

         WHEREAS, it is desirable that all such shares of Series A Preferred
         Stock resume the status of authorized but unissued shares of Preferred
         Stock of the Corporation, par value $0.00001 per share (the "Preferred
         Stock"); and

         IT IS HEREBY RESOLVED, as of the date hereof no shares of such Series A
         Preferred Stock are outstanding and no shares of such Series A
         Preferred Stock will be issued; and that the officers of the
         Corporation are hereby authorized and directed to file a Certificate
         with the office of the Secretary of State of Delaware setting forth a
         copy of this resolution whereupon all reference to such Series A
         Preferred Stock shall be eliminated from the Amended and Restated
         Certificate of Incorporation, as amended, of the Corporation.

         4. That, accordingly, all reference to the Series A Preferred Stock,
par value $0.00001 per share, of the Corporation be, and it hereby is,
eliminated from the Amended and Restated Certificate of Incorporation, as
amended, of the Corporation and the shares of capital stock of the Corporation
formerly designated as Series A Preferred Stock shall resume the status of
authorized but unissued shares of Preferred Stock.

         IN WITNESS WHEREOF, Quanta Services, Inc. has caused this Certificate
to be signed by Dana A. Gordon, its Vice President and General Counsel, as of
this 6th day of May, 2003.

                                 Quanta Services, Inc.

                                 By: /s/ DANA A. GORDON
                                     --------------------------------------
                                 Name: Dana A. Gordon
                                 Office: Vice President and General Counsel

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>4
<FILENAME>h08130exv3w2.txt
<DESCRIPTION>CERTIFICATE OF ELIMINATION - SERIES E CONV.
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.2

                        CERTIFICATE OF ELIMINATION OF THE
                               DESIGNATION OF THE
                      SERIES E CONVERTIBLE PREFERRED STOCK
                            OF QUANTA SERVICES, INC.

                           Pursuant to Section 151(g)
                         of the General Corporation Law
                            of the State of Delaware

         Quanta Services, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, hereby certifies as follows:

         1. That, pursuant to Section 151 of the General Corporation Law of the
State of Delaware and authority granted in the Certificate of Incorporation of
the Corporation, the Board of Directors of the Corporation, by resolution duly
adopted, authorized the issuance of a series of 3,918,209 shares of Series E
Convertible Preferred Stock, par value $0.00001 per share (the "Series E
Preferred Stock"), and established the voting powers, designations, preferences
and relative, participating and other rights, and the qualifications,
limitations or restrictions thereof, and, on December 20, 2002, filed a
Certificate of Designation with respect to such Series E Preferred Stock in the
office of the Secretary of State of Delaware.

         2. That no shares of said Series E Preferred Stock are outstanding and
no shares thereof will be issued.

         3. That the Board of Directors of the Corporation adopted the following
resolutions:

         WHEREAS, by resolution of the Board of Directors of the Corporation and
         by a Certificate of Designation filed in the office of the Secretary of
         State of Delaware on December 20, 2002, this Corporation authorized the
         issuance of a series of 3,918,209 shares of Series E Convertible
         Preferred Stock of the Corporation (the "Series E Preferred Stock") and
         established the voting powers,

                                       1
<PAGE>

         designations, preferences and relative, participating and other rights,
         and the qualifications, limitations or restrictions thereof; and

         WHEREAS, as of the date hereof no shares of such Series E Preferred
         Stock are outstanding and no shares of such Series E Preferred Stock
         will be issued; and

         WHEREAS, it is desirable that all reference to such Series E Preferred
         Stock be eliminated from the Amended and Restated Certificate of
         Incorporation, as amended, of the Corporation; and

         WHEREAS, it is desirable that all such shares of Series E Preferred
         Stock resume the status of authorized but unissued shares of Preferred
         Stock of the Corporation, par value $0.00001 per share (the "Preferred
         Stock"); and

         IT IS HEREBY RESOLVED, as of the date hereof no shares of such Series E
         Preferred Stock are outstanding and no shares of such Series E
         Preferred Stock will be issued; and that the officers of the
         Corporation are hereby authorized and directed to file a Certificate
         with the office of the Secretary of State of Delaware setting forth a
         copy of this resolution whereupon all reference to such Series E
         Preferred Stock shall be eliminated from the Amended and Restated
         Certificate of Incorporation, as amended, of the Corporation.

         4. That, accordingly, all reference to the Series E Preferred Stock,
par value $0.00001 per share, of the Corporation be, and it hereby is,
eliminated from the Amended and Restated Certificate of Incorporation, as
amended, of the Corporation and the shares of capital stock of the Corporation
formerly designated as Series E Preferred Stock shall resume the status of
authorized but unissued shares of Preferred Stock.

         IN WITNESS WHEREOF, Quanta Services, Inc. has caused this Certificate
to be signed by Dana A. Gordon, its Vice President and General Counsel, as of
this 6th day of May, 2003.

                                    Quanta Services, Inc.

                                    By: /s/ DANA A. GORDON
                                        --------------------------------------
                                    Name: Dana A. Gordon
                                    Office: Vice President and General Counsel

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>5
<FILENAME>h08130exv3w3.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>

                                                                     EXHIBIT 3.3

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              QUANTA SERVICES, INC.

         Quanta Services, Inc, (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"DGCL"), does hereby certify as follows:

         1. The present name of the Corporation is Quanta Services, Inc. The
Corporation was originally incorporated under the name "Fabal Construction,
Inc." and the original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on August 19, 1997. The
Certificate of Incorporation of the Corporation was amended and restated on
December 22, 1997, January 28, 1998 and February 10, 1998.

         2. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware.

         3. The Certificate of Incorporation of the Corporation is hereby
restated and integrated in its entirety as follows:

         FIRST. The name of the corporation is Quanta Services, Inc.

         SECOND. The Corporation's registered office in the State of Delaware is
2711 Centerville Road, Suite 400, in the City of Wilmington, County of New
Castle, 19808. The name of its registered agent at such address is the
Corporation Service Corporation.

         THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

         FOURTH. The aggregate number of shares of capital stock that the
Corporation will have authority to issue is Three Hundred Thirteen Million,
Three Hundred Forty Five Thousand, Three Hundred Thirty Three (313,345,333),
Three Hundred Million (300,000,000) of which will be shares of Common Stock,
having a par value of $0.00001 per share (hereinafter called "Common Stock"),
Three Million, Three Hundred Forty Five Thousand, Three Hundred Thirty Three
(3,345,333) of which will be shares of Limited Vote Common Stock, having a par
value of $0.00001 per share (hereinafter called "Limited Vote Common Stock") and
Ten Million (10,000,000) of which will be shares of Preferred Stock having a par
value of $0.00001 per share (hereinafter called "Preferred Stock").

         (a) Preferred Stock may be issued in one or more series as may be
determined from time to time by the Board of Directors. All shares of any one
series of Preferred Stock will be identical except as to the dates of issue and
the dates from which dividends on shares of the series issued on different dates
will cumulate, if cumulative. Authority is hereby expressly granted to the Board
of Directors to authorize the issuance of one or more series of Preferred Stock,
and to fix by resolution or resolutions providing for the issue of each such
series the voting powers, designations, preferences, and relative,
participating, optional, redemption,

<PAGE>

conversion, exchange or other special rights, qualifications, limitations or
restrictions of such series, and the number of shares in each series, to the
full extent now or hereafter permitted by law.

         Pursuant to the authority created by this Article FOURTH upon the Board
of Directors of the Company, on October 24, 2002, the Company created a series
of 1,000,000 shares of Preferred Stock of the Company designated as Series D
Junior Participating Preferred Stock by filing a Certificate of Designations, of
the Series D Junior Participating Preferred Stock (the "Series D Certificate of
Designations") with the Secretary of State and the voting powers, designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, of the Company's Series D
Junior Participating Preferred Stock are set forth in Appendix A hereto and are
incorporated herein by reference.

         (b) Subject to the preferred rights of the holders of shares of any
class or series of Preferred Stock, the holders of Common Stock shall be
entitled to receive out of the funds of the Corporation legally available
therefor, such dividends (payable in cash, stock or otherwise) as the Board of
Directors may from time to time determine, payable to stockholders of record on
such dates, not exceeding 60 days preceding the dividend payment dates, as shall
be fixed for such purpose by the Board of Directors in advance of payment of
each particular dividend. All dividends on Common Stock shall be paid pari passu
with dividends on Limited Vote Common Stock.

                  In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, after the distribution or
payment to the holders of shares of any class or series of Preferred Stock as
provided by the Board of Directors with respect to any such class or series of
Preferred Stock, the remaining assets of the Corporation available for
distribution to stockholders shall be distributed among and paid to the holders
of Common Stock and Limited Vote Common Stock ratably in proportion to the
number of shares of Common Stock and Limited Vote Common Stock held by them
respectively.

                  Except as otherwise required by law, each holder of shares of
Common Stock shall be entitled to one vote for each share of Common Stock
standing in such holder's name of the books of the Corporation.

         (c) Subject to the preferred rights of the holders of shares of any
class or series of Preferred Stock, the holders of the Limited Vote Common Stock
shall be entitled to receive, as and when declared by the Board of Directors,
such dividends (payable in cash, stock or otherwise) as the Board of Directors
may from time to time determine, payable to stockholders of record on such
dates, not exceeding 60 days preceding the dividend payment dates, as shall be
fixed for such purpose by the Board of Directors in advance of payment of each
particular dividend. All dividends on Limited Vote Common Stock shall be paid
pari passu with dividends on Common Stock.

                  Holders of Limited Vote Common Stock voting as a class shall
be entitled to elect one member of the Board of Directors, but shall not
otherwise be entitled to vote in the election of directors of the Corporation.
Only holders of Limited Vote Common Stock shall have the right to remove the
member elected by them from the Board of Directors. Subject to the

                                       2
<PAGE>

foregoing, and except as otherwise required by law, each holder of shares of
Limited Vote Common Stock shall be entitled to one-tenth of one vote for each
share of Limited Vote Common Stock standing in such holder's name of the books
of the Corporation.

                  Each share of the Limited Vote Common Stock will automatically
convert into Common Stock on a share-for-share basis in the event of a
disposition of such share of Limited Vote Common Stock by the holder; provided
that the following shall not be considered a disposition that causes conversion
into Common Stock: (i) a distribution by a holder to its partners or beneficial
owners or (ii) a transfer by a holder to a related party of such holder or to
another holder of Limited Vote Common Stock or a related party thereto (whether
a party is a "related party" shall be determined in accordance with Sections
267, 707, 318, and/or 4946 of the Internal Revenue Code of 1986, as amended).

         (d) The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable laws.

         FIFTH. The number of directors of the Corporation shall be as specified
in, or determined in the manner provided in, the Bylaws, but shall be at least
one and not more than nineteen. Election of directors need not be by written
ballot. A director of the Corporation may be removed only for cause and only
upon the affirmative vote of the holders of a majority of the outstanding stock
of the Corporation entitled to vote at an election of directors, subject to
further restrictions on removal, not inconsistent with this Section, as may be
contained in the bylaws.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Directors' resolutions applicable thereto, and such directors so
elected shall not be subject to the provisions of this Section unless expressly
provided by such terms.

         SIXTH. No stockholder of the Corporation will, solely by reason of
holding shares of any class, have any preemptive or preferential right to
purchase or subscribe for any shares of the Corporation, now or hereafter to be
authorized, or any notes, debentures, bonds or other securities convertible into
or carrying warrants, rights or options to purchase shares of any class, now or
hereafter to be authorized, whether or not the issuance of any such shares or
such notes, debentures, bonds or other securities would adversely affect the
dividend, voting or any other rights of such stockholder. The Board of Directors
may authorize the issuance of, and the Corporation may issue, shares of any
class of the Corporation, or any notes, debentures, bonds or other securities
convertible into or carrying warrants, rights or options to purchase any such
shares, without offering any shares of any class to the existing holders of any
class of stock of the Corporation.

         SEVENTH. At all meetings of stockholders, a quorum will be present if
the holders of a majority of the shares entitled to vote at the meeting are
represented at the meeting in person or by proxy. From and after the first date
as of which any class of the Corporation's equity

                                       3
<PAGE>

securities is traded on a national securities exchange, (i) any action required
or permitted to be taken by the stockholders of the Corporation must be effected
at an annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing by such stockholders and (ii) special
meetings of the stockholders of the Corporation may be called only by the
Chairman of the Board of Directors and shall be called within ten (10) days
after receipt of the written request of the Board of Directors, pursuant to a
resolution approved by a majority of the whole Board of Directors.

         EIGHTH. Stockholders of the Corporation will not have the right of
cumulative voting for the election of directors or for any other purpose.

         NINTH. The Board of Directors is expressly authorized to alter, amend
or repeal the Bylaws of the Corporation or to adopt new Bylaws.

         TENTH. (a) The Corporation will, to the fullest extent permitted by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, indemnify any and all persons it has power to indemnify under such law
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by such law. Such indemnification may be provided
pursuant to any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his director or officer capacity
and as to action in another capacity while holding such office, will continue as
to a person who has ceased to be a director, officer, employee or agent, and
will inure to the benefit of the heirs, executors and administrators of such a
person.

         (b) If a claim under the preceding paragraph (a) is not paid in full by
the Corporation within 30 days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant will be entitled to be paid also the expense of
prosecuting such claim. It will be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct that make it permissible under the laws of the
State of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense will be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct set forth in the laws of the State of Delaware nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has not met such
applicable standard of conduct, will be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

         ELEVENTH. To the fullest extent permitted by the laws of the State of
Delaware as the same exist or may hereafter be amended, a director of the
Corporation will not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any repeal or
modification of this Article will not increase the personal liability of any
director of the Corporation for any act or occurrence taking place before such
repeal or modification, or

                                       4
<PAGE>

adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification. The provisions of this
Article shall not be deemed to limit or preclude indemnification of a director
by the Corporation for any liability of a director that has not been eliminated
by the provisions of this Article.

         4. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as heretofore amended or supplemented, and there is
no discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be executed this 6th day of May, 2003.

                                               QUANTA SERVICES, INC.

                                               By: /s/ DANA A. GORDON
                                                   ----------------------
                                                   Name: Dana A. Gordon
                                                   Title: Vice President

                                       5
<PAGE>

                                                                      APPENDIX A

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                  SERIES D JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                              QUANTA SERVICES, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                                   ----------

         Quanta Services, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on October 15, 2002:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Amended and
Restated Certificate of Incorporation, as amended, the Board of Directors hereby
creates a series of Preferred Stock, par value $0.00001 per share, of the
Corporation (the "Preferred Stock"), and hereby states the number of shares, and
fixes the relative rights, preferences, and limitations thereof as follows:

         Series D Junior Participating Preferred Stock:

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series D Junior Participating Preferred Stock" (the "Series D
Preferred Stock") and the number of shares constituting the Series D Preferred
Stock shall be 1,000,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series D Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series D Preferred Stock.

         Section 2. Dividends and Distributions.

                  (A) Subject to the rights of holders of any shares of any
         series of Preferred stock (or any similar stock) ranking prior and
         superior to the Series D Preferred Stock with respect to dividends, the
         holders of shares of Series D Preferred Stock, in preference to the
         holders of Common Stock, par value $0.00001 per share (the "Common
         Stock"), of the Corporation, and of any other junior stock, shall be
         entitled to received, when, as and if declared by the Board of
         Directors out of funds legally available for the purpose, quarterly
         dividends

<PAGE>

         payable in cash on the first day of March, June, September and December
         in each year (each such date being referred to herein as a "Quarterly
         Dividend Payment Date"), commencing on the first Quarterly Dividend
         Payment Date after the first issuance of a share or fraction of a share
         of Series D Preferred Stock, in an amount per share (rounded to the
         nearest cent) equal to the greater of (a) $10 or (b) subject to the
         provision for adjustment hereinafter set forth, 1000 times the
         aggregate per share amount of all cash dividends, and 1000 times the
         aggregate per share amount (payable in kind) of all non-cash dividends
         or other distributions, other than a dividend payable in shares of
         Common Stock or a subdivision of the outstanding shares of Common Stock
         (by reclassification or otherwise), declared on the Common Stock since
         the immediately preceding Quarterly Dividend Payment Date or, with
         respect to the first Quarterly Dividend Payment Date, since the first
         issuance of any share or fraction of a share of Series D Preferred
         Stock. In the event the Corporation shall at any time declare or pay
         any dividend on the Common Stock payable in shares of Common Stock, or
         effect a subdivision or combination or consolidation of the outstanding
         shares of Common Stock (by reclassification or otherwise than by
         payment of a dividend in shares of Common Stock) into a greater or
         lesser number of shares of Common Stock, then in each such case the
         amount to which holders of shares of Series D Preferred Stock were
         entitled immediately prior to such event under clause (b) of the
         preceding sentence shall be adjusted by multiplying such amount by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B) The Corporation shall declare a dividend or distribution
         on the Series D Preferred Stock as provided in paragraph (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common Stock during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date, a dividend of $10 per share on the Series D Preferred
         Stock shall nevertheless be payable on such subsequent Quarterly
         Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series D Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issue of such shares,
         unless the date of issue of such shares is prior to the record date for
         the first Quarterly Dividend Payment Date, in which case dividends on
         such shares shall begin to accrue from the date of issue of such
         shares, or unless the date of issue is a Quarterly Dividend Payment
         Date or is a date after the record date for the determination of
         holders of shares of Series D Preferred Stock entitled to receive a
         quarterly dividend and before such Quarterly Dividend Payment Date, in
         either of which events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date.

<PAGE>

         Accrued but unpaid dividends shall not bear interest. Dividends paid on
         the shares of Series D Preferred Stock in an amount less than the total
         amount of such dividends at the time accrued and payable on such shares
         shall be allocated pro rata on a share-by-share basis among all such
         shares at the time outstanding. The Board of Directors may fix a record
         date for the determination of holders of shares of Series D Preferred
         Stock entitled to receive payment of a dividend or distribution
         declared thereon, which record date shall be not more than 60 days
         prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series D Preferred
Stock shall have the following voting rights:

                  (A) Subject to the provisions for adjustment hereinafter set
         forth, each share of Series D Preferred Stock shall entitle the holder
         thereof to 1000 votes on all matters submitted to a vote of the
         stockholders of the Corporation. In the event the Corporation shall at
         any time declare or pay any dividend on the Common Stock payable in
         shares of Common Stock, or effect a subdivision or combination or
         consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the number of votes per share to which
         holders of shares of Series D Preferred Stock were entitled immediately
         prior to such event shall be adjusted by multiplying such number by a
         fraction, the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B) Except as otherwise provided herein, in any other
         Certificate of Designations creating a series of Preferred Stock or any
         similar stock, or by law, the holders of shares of Series D Preferred
         Stock and the holders of shares of Common Stock and any other capital
         stock of the Corporation having general voting rights shall vote
         together as one class on all matters submitted to a vote of
         stockholders of the Corporation.

                  (C) Except as set forth herein, or as otherwise provided by
         law, holders of Series D Preferred Stock shall have no special voting
         rights and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Stock as set forth
         herein) for taking any corporate action.

         Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
         distributions payable on the Series D Preferred Stock as provided in
         Section 2 are in arrears, thereafter and until all accrued and unpaid
         dividends and distributions, whether or not declared, on shares of
         Series D Preferred Stock outstanding shall have been paid in full, the
         Corporation shall not:

<PAGE>

                           (i) declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Series D Preferred Stock;

                           (ii) declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series D Preferred Stock, except
                  dividends paid ratably on the Series D Preferred Stock and all
                  such parity stock on which dividends are payable or in arrears
                  in proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                           (iii) redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series D Preferred Stock, provided that the Corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such junior stock in exchange for shares of any stock
                  of the Corporation ranking junior (either as to dividends or
                  upon dissolution, liquidation or winding up) to the Series D
                  Preferred Stock; or

                           (iv) redeem or purchase or otherwise acquire for
                  consideration any shares of Series D Preferred Stock, or any
                  shares of stock ranking on a parity with the Series D
                  Preferred Stock, except in accordance with a purchase offer
                  made in writing or by publication (as determined by the Board
                  of Directors) to all holders of such shares upon such terms as
                  the Board of Directors, after consideration of the respective
                  annual dividend rates and other relative rights and
                  preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

                  (B) The Corporation shall not permit any subsidiary of the
         Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (A) of this Section 4, purchase or otherwise acquire such
         shares at such time and in such manner.

         Section 5. Reacquired Shares. Any shares of Series D Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as otherwise
required by law.

         Section 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding

<PAGE>

up) to the Series D Preferred Stock, unless, prior thereto, the holders of
shares of Series D Preferred Stock shall have received $1000 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the holders of
shares of Series D Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1000 times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series D Preferred Stock, except distributions made ratably on the
Series D Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare to pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount to which
holders of shares of Series D Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series D Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series D Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         Section 8. No Redemption. The shares of Series D Preferred Stock shall
not be redeemable.

         Section 9. Rank. The Series D Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Stock.

<PAGE>

         Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series D Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series D Preferred Stock, voting
together as a single class.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>6
<FILENAME>h08130exv10w43.txt
<DESCRIPTION>AMEND. #2 TO SETTLEMENT AND GOVERNANCE AGMT.
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.43

                               AMENDMENT NO. 2 TO
                       SETTLEMENT AND GOVERNANCE AGREEMENT

         This Amendment No. 2 to Settlement and Governance Agreement (this
"Amendment") dated and effective as of April 10, 2003 is entered into by and
between Quanta Services, Inc. ("Quanta") and Aquila, Inc. ("Aquila").

                                    RECITALS

         WHEREAS, Quanta and Aquila have entered into that certain Settlement
and Governance Agreement dated as of May 20, 2002, as amended, pursuant to which
the parties agreed, among other things, that the board of directors of Quanta
shall include an Independent Committee; and

         WHEREAS, Quanta and Aquila desire to amend the Settlement and
Governance Agreement (the "Agreement") in the manner set forth in this
Amendment.

         NOW, THEREFORE, the parties hereto hereby agrees as follows:

         1. Definitions. Capitalized terms used and not otherwise defined herein
have the meanings set forth in the Agreement.

         2. Amendment. Sections 2.03(a) and (b) of the Agreement are hereby
amended and restated in its entirety to read as follows:

                  (a) Outside Directors. Unless and until all of the outstanding
         Capital Stock of the Company is owned by Stockholder or Stockholder no
         longer holds any equity of the Company, there will at all times be at
         least three directors on the Board of Directors who are Independent
         ("Outside Directors") of both the Company and Stockholder. Stockholder
         shall perform its obligations under this Article II by voting its
         Shares, and directing the directors which it is entitled to nominate by
         virtue of owning the Series A Preferred Stock to act, accordingly.

                  (b) Independent Committee.

                  (i)   Unless and until all of the outstanding Capital Stock of
                        the Company is owned by Stockholder or Stockholder no
                        longer holds any equity of the Company, three of the
                        Outside Directors shall constitute a standing Committee
                        of Independent Directors (the "Independent Committee"),
                        which shall act by a majority vote of its members. The
                        members of the Independent Committee shall consist of an
                        Outside Director designated by the Stockholder, an
                        Outside Director designated by the chief executive
                        officer of the Company and a third Outside Director
                        designated by the two foregoing Outside Directors in
                        consultation with the chief

<PAGE>

                        executive officers of the Company and Stockholder. The
                        initial members of the Independent Committee shall be
                        Terrence P. Dunn, James R. Ball and a third Outside
                        Director mutually agreed by Messrs. Dunn and Ball,
                        after consultation with the chief executive officers of
                        the Company and Stockholder.

         3. Documents Otherwise Unchanged. Except as herein provided, the
Agreement shall remain unchanged and in full force and effect, and each
reference to the Agreement shall be a reference to the Agreement as amended
hereby and as the same may be further amended, restated, supplemented or
otherwise modified and in effect from time to time.

         4. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the party hereto and its successors and assigns.

         5. Governing Law. This Amendment shall be governed by and construed
under the laws of the State of Delaware (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.

                            [signature page follows]

                                      -2-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
No. 2 to Settlement and Governance Agreement as of the date first written above.

                                 QUANTA SERVICES, INC.

                                 By: /s/ DANA A. GORDON
                                     --------------------------

                                 Name: Dana A. Gordon
                                 Title: Vice President

                                 AQUILA, INC.

                                 By: /s/ KEITH G. STAMM
                                     --------------------------
                                 Name: Keith G. Stamm
                                 Title: Chief Operating Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>7
<FILENAME>h08130exv10w44.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JOHN R. COLSON
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.44

                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Second Amended and Restated Employment Agreement (the
"Agreement"), by and between Quanta Services, Inc., a Delaware corporation
("Employer"), and John R. Colson ("Employee"), is hereby entered into and
effective as of this 21st day of May 2003.

                                 R E C I T A L S

         A.       As of the date of this Agreement, Employer is engaged
primarily in the business of specialty electrical contracting for electric
utilities, telecommunications and cable television providers, and
transportation, commercial and industrial customers.

         B.       Employee is employed hereunder by Employer in a confidential
relationship wherein Employee, in the course of Employee's employment with
Employer, has and will continue to become familiar with and aware of non-public
information of Employer, including but not limited to, Employer's customers,
specific manner of doing business, including the processes, techniques and trade
secrets utilized by Employer, and future plans with respect thereto
("Confidential Information"), all of which has been and will be established and
maintained at great expense to Employer; this information is a trade secret and
constitutes the valuable goodwill of Employer.

         C.       Employer and Employee are parties to that certain Employment
Agreement effective as of February 12, 1998 (the "Original Agreement") and
Amended and Restated Employment Agreement dated March 8, 2000 (the "First
Amendment"), which the parties hereto desire to amend and restate in its
entirety.

                               A G R E E M E N T S

         In consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, the parties hereto
hereby agree to amend and restate the Original Agreement and First Amendment as
follows:

         1.       Employment and Duties.

         (a)      Employer hereby employs Employee as Chief Executive Officer of
the Employer. As such, Employee shall have responsibilities, duties and
authority reasonably accorded to and expected of a Chief Executive Officer of
the Employer and will report directly to the Board of Directors of Employer (the
"Board"). Employee hereby accepts this employment upon the terms and conditions
herein contained and, subject to Paragraph 1(c) hereof, agrees to devote
Employee's time, attention and efforts to promote and further the business of
Employer.

         (b)      Employee shall faithfully adhere to, execute and fulfill all
reasonable policies established by the Board.

                                       -1-

<PAGE>

         (c)      Employee shall not, during the term of his employment
hereunder, be engaged in any other business activity pursued for gain, profit or
other pecuniary advantage if such activity interferes with Employee's duties and
responsibilities hereunder. The foregoing limitations shall not be construed as
prohibiting Employee from making personal investments in such form or manner as
will neither require Employee's services in the operation or affairs of the
companies or enterprises in which such investments are made nor violate the
terms of Paragraph 4 hereof.

         (d)      Following termination of Employee's employment with Employer
for any reason, Employee shall immediately resign form any and all offices and
positions he holds with Employer or any subsidiary, or affiliated entity, of
Employer.

         2.       Compensation.

         For all services rendered by Employee, Employer shall compensate
Employee during Employee's period of employment hereunder as follows:

         (a)      Base Salary. The base salary payable to Employee shall be
$560,000.00 per year, payable on a regular basis in accordance with Employer's
standard payroll procedures but not less than monthly. On at least an annual
basis, the Board will review Employee's performance and may make increases to
such base salary if, in its discretion, any such increase is warranted. Such
recommended increase would, in all likelihood, require approval by the Board or
a duly constituted committee thereof.

         (b)      Incentive Bonus Plan. Employee shall participate in Employer's
Management Incentive Bonus Plan for the fiscal year ending December 31, 2003 at
a level commensurate with Employee's position, and subject to adjustment
periodically based on competitive practices of thepeer group used by Employer
for purposes of competitive compensation benchmarking. Employee will participate
in other current and future incentive bonus plans as determined by the Board or
a duly constituted committee thereof.

         (c)      Executive Perquisites, Benefits, and Other Compensation.
Employee shall be entitled to receive additional benefits and compensation from
Employer in such form and to such extent as specified below:

                  (i)      Payment of all premiums for coverage for Employee and
         Employee's dependent family members under health, hospitalization,
         disability, dental, life and other insurance plans that Employer may
         have in effect from time to time.

                  (ii)     Reimbursement for all business travel and other
         out-of-pocket expenses reasonably incurred by Employee in the
         performance of Employee's services pursuant to this Agreement. All
         reimbursable expenses shall be appropriately documented in reasonable
         detail by Employee upon submission of any request for reimbursement,
         and in a format and manner consistent with Employer's expense reporting
         policy.

                  (iii)    Employer shall provide Employee with other executive
         perquisites as may be

                                       -2-

<PAGE>

         available to or deemed appropriate for Employee by the Board and
         participation in all other Employer-wide employee benefits as available
         from time to time.

         3.       [Intentionally left blank.]

         4.       Non-Competition.

         (a)      Employee hereby agrees that Employee will not, during the
period of Employee's employment with Employer, and for a period of one (1) year
following the date Employee ceases to be employed by Employer or any direct or
indirect subsidiary of Employer, for any reason whatsoever, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
persons, company, partnership, corporation or business of whatever nature:

                  (i)      engage, as an officer, director, shareholder, owner,
         partner, joint venturer or in a managerial capacity, whether as an
         employee, independent contractor, consultant or advisor or as a sales
         representative, in any specialty electrical, telecom or cable
         television contracting business for electric utilities,
         telecommunications and cable television providers, and transportation,
         commercial and industrial customers, within the United States or within
         100 miles of any other geographic area in which Employer or any of
         Employer's direct or indirect subsidiaries conducts business, including
         any territory serviced by Employer or any of its subsidiaries (the
         "Territory");

                  (ii)     call upon any person who is, at that time, within the
         Territory, an employee of Employer (including the subsidiaries thereof)
         for the purpose or with the intent of enticing such employee away from
         or out of the employ of Employer (including the direct or indirect
         subsidiaries thereof);

                  (iii)    call upon any person or entity which is, at that
         time, or which has been, within one (1) year prior to that time, a
         customer of Employer (including the direct or indirect subsidiaries
         thereof) within the Territory for the purpose of soliciting or selling
         products or services in direct competition with Employer or any direct
         or indirect subsidiary of Employer within the Territory; or

                  (iv)     call upon any prospective acquisition candidate, on
         Employee's own behalf or on behalf of any competitor, which candidate
         was, to Employee's actual knowledge after due inquiry, either called
         upon by Employer including the direct or indirect subsidiaries thereof)
         or for which Employer made an acquisition analysis, for the purpose of
         acquiring such entity.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as an investment not more than two percent
(2%) of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

         (b)      Because of the difficulty of measuring economic losses to
Employer as a result of a breach of the foregoing covenant, and because of the
immediate and irreparable damage that could be caused to Employer for which it
would have no other adequate remedy, Employee agrees that the

                                       -3-

<PAGE>

foregoing covenant may be enforced by Employer in the event of breach by him, by
injunctions and restraining orders.

         (c)      It is agreed by the parties that the foregoing covenants in
this Paragraph 4 impose a reasonable restraint on Employee in light of the
activities and business of Employer (including Employer's direct and indirect
subsidiaries) on the date of the execution of this Agreement and the current
plans of Employer (including Employer's direct and indirect subsidiaries); but
it is also the intent of Employer and Employee that such covenants be construed
and enforced in accordance with the changing activities, business and locations
of Employer (including Employer's direct and indirect subsidiaries) throughout
the term of this Agreement, whether before or after the date of termination of
the employment of Employee. For example, if, during the term of this Agreement,
Employer (including Employer's direct and indirect subsidiaries) engages in new
and different activities, enters a new business or establishes new locations for
its current activities or business in addition to or other than the activities
or business enumerated under the Recitals above or the locations currently
established therefor, then Employee will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within 100 miles of
its then-established operating location(s) through the term of this Agreement.

         It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with Employer (including
Employer's direct and indirect subsidiaries), or similar activities, or business
in locations the operation of which, under such circumstances, does not violate
clause (a)(i) of this Paragraph 4, and in any event such new business,
activities or location are not in violation of this Paragraph 4 or of employee's
obligations under this Paragraph 4, if any, Employee shall not be chargeable
with a violation of this Paragraph 4 if Employer (including Employer's direct
and indirect subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.

         (d)      The covenants in this Paragraph 4 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions been enforced to the fullest extent which the court deems
reasonable, and the Agreement shall be reformed in accordance therewith.

         (e)      All of the covenants in this Paragraph 4 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against Employer, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Employer of such covenants.

         (f)      Notwithstanding any other provision of this Agreement, if
Employee's employment is terminated by Employer for other than good cause, then
no non-competition provision shall be enforceable for any period of time
following expiration of the Severance Period as defined in Paragraph 6(d) below.

                                       -4-

<PAGE>

         5.       Place of Performance.

         Nothing contained herein shall be deemed to require Employee to
relocate from Employee's present residence to another geographic location to
carry out Employee's duties and responsibilities under this Agreement.

         6.       Term; Termination; Rights on Termination.

         The term of this Agreement shall begin on the date hereof and continue
for three (3) years (the "Initial Term"), and thereafter, unless terminated
sooner as herein provided, shall automatically renew for consecutive one-year
terms on the same terms and conditions in effect as of the time of each such
renewal (each such one-year term, a "Renewal Term" and, all Renewal Terms
together with the Initial Term, the "Term"). This Agreement and/or Employee's
employment may be terminated in any one of the followings ways:

         (a)      Death. The death of Employee shall immediately terminate this
Agreement with no severance compensation due to Employee's estate.

         (b)      Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been absent from Employee's
full-time duties hereunder for four (4) consecutive months, then thirty (30)
days after receiving written notice (which notice may occur before or after the
end of such four (4) month period, but which shall not be effective earlier than
the last day of such four (4) month period), Employer may terminate Employee's
employment hereunder provided Employee is unable to resume Employee's full-time
duties at the conclusion of such notice period. Also, Employee may terminate
Employee's employment hereunder if his health should become impaired to an
extent that makes the continued performance of Employee's duties hereunder
hazardous to Employee's physical or mental health or life, provided that
Employee shall have furnished Employer with a written statement from a qualified
doctor to such effect and provided, further, that, at Employer's request made
within thirty (30) days of the date of such written statement, Employee shall
submit to an examination by a doctor selected by Employer who is reasonably
acceptable to Employee or Employee's doctor and such doctor shall have concurred
in the conclusion of Employee's doctor. In the event this Agreement is
terminated as a result of Employee's disability, Employee shall receive from
Employer, in a lump-sum payment due within ten (10) days of the effective date
of termination, the base salary at the rate then in effect for whatever time
period is remaining under the Term of this Agreement or for one (1) year,
whichever amount is greater.

         (c)      Good Cause; Good Reason. Employer may terminate the Agreement
ten (10) days after delivery of written notice to Employee for "good cause",
which shall be: (i) Employee's willful, material and irreparable breach of this
Agreement; (ii) Employee's gross negligence in the performance or intentional
nonperformance or inattention continuing for ten (10) days after receipt of
written notice of need to cure of any of Employee's material duties and
responsibilities hereunder; (iii) Employee's willful dishonesty, fraud or
material misconduct with respect to the business or affairs of Employer; (iv)
Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal
drug abuse by Employee. In the event of a termination for good cause, as
enumerated above,

                                       -5-

<PAGE>

Employee shall have no right to any severance compensation.

         Employee may terminate his employment under this Agreement ten (10)
days after delivery of written notice to Employer for "good reason", which shall
exist if, within twelve (12) months following a Change in Control, Employee (i)
is offered a Lesser Position (as defined below), or (ii) is required to relocate
in violation of Paragraph 5 of this Agreement. "Lesser Position" shall mean a
new position or a change in the Employee's position, which, compared with
Employee's position with Employer immediately prior to the Change in Control,
(i) offers a lower level of compensation (including base salary, fringe benefits
and target bonuses under any corporate-performance based bonus or incentive
programs), or (ii) materially reduces Employee's duties or level of
responsibility. In the event of such a termination of his employment, Employee
shall be entitled to receive severance benefits as provided in Paragraph 13(d)
below.

         (d)      Without Good Cause. At any time after the commencement of
employment, either Employee or Employer may, without good reason or good cause,
respectively, terminate this Agreement and Employee's employment, effective
thirty (30) days after written notice is provided to the other party. Should
Employee be terminated by Employer without good cause during the Term, Employer
shall deliver to Employee promptly a waiver and release agreement waiving and
releasing any claims Employee may have against Employer under the terms of this
Agreement in form reasonably satisfactory to Employer and Employee, and upon
Employee's execution thereof, Employee shall receive from Employer, in a
lump-sum payment due on the effective date of termination, the base salary at
the rate then in effect for whatever time period is remaining under the Term
(the Initial Term or the then current Renewal Term, as applicable) or for one
(1) year, whichever amount is greater (such period of time, the "Severance
Period"). If Employee resigns or otherwise terminates Employee's employment
without good reason pursuant to this Paragraph 6(d), Employee shall receive no
severance compensation.

         (e)      Change in Control of Employer. In the event of a "Change in
Control of Employer" (as defined below) during the Term, refer to Paragraph 13
below.

         Upon termination of his employment for any reason provided above,
Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above or in
Paragraph 13 hereof. All other rights and obligations of Employer and Employee
under this Agreement shall cease as of the effective date of termination, except
that Employer's obligations under Paragraph 10 hereof and Employee's obligations
under Paragraphs 4, 7, 8, 9, 11 and 18 hereof shall survive such termination in
accordance with their terms.

         If termination of Employee's employment arises out of Employer's
failure to pay Employee on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other breach of this Agreement by
Employer, as determined by a court of competent jurisdiction or pursuant to the
provisions of Paragraph 18 below, Employer shall pay all amounts and damages to
which Employee may be entitled as a result of such breach, including interest
thereon and all reasonable legal fees and expenses and other costs incurred by
Employee to enforce Employee's

                                       -6-

<PAGE>

rights hereunder.

         7.       Return of Company Property.

         All records, designs, patents, business plans, financial statements,
manuals, memoranda, lists and other property delivered to or compiled by
Employee by or on behalf of Employer, or its representatives, vendors or
customers which pertain to the business of Employer shall be and remain the
property of Employer, and be subject at all times to its discretion and control.
Likewise, all correspondence, reports, records, charts, advertising materials,
and other similar data pertaining to the business, activities or future plans of
Employer which is collected by Employee shall be delivered promptly to Employer
without request by it upon termination of Employee's employment.

         8.       Inventions.

         Employee shall disclose promptly to Employer any and all significant
conceptions and ideas for inventions, improvements and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment or within one (1) year
hereafter, and which are directly related to the business or activities of
Employer and which Employee conceives as a result of Employee's employment by
Employer. Employee hereby assigns and agrees to assign all of Employee's
interests therein to Employer or its nominee. Whenever requested to do so by
Employer, Employee shall execute any and all applications, assignments or other
instruments that Employer shall deem necessary to apply for and obtain Letters
Patent of the United States or any foreign country or to otherwise protect
Employer's interest therein.

         9.       Trade Secrets.

         Employee agrees that he will not, during or after the Term of this
Agreement with Employer, disclose the specific terms of Employer's or its
subsidiaries' relationships or agreements with its significant vendors or
customers or any other significant and material trade secret of Employer or its
subsidiaries, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever other
than in the course of performing Employee's duties hereunder.

         10.      Indemnification.

         In the event Employee is made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by Employer against Employee), by reason of
the fact that Employee is or was performing services under this Agreement, then
Employer shall indemnify Employee against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, as actually and
reasonably incurred by Employee in connection therewith except to the extent
that such expenses result from Employee's gross, willful or wanton negligence or
misconduct or fraud or criminal acts. In the event that both Employee and
Employer are made a party to the same third-party action, complaint, suit or
proceeding, Employer agrees to engage competent legal representation, and
Employee agrees to use the same representation, provided that if counsel
selected by Employer shall have a conflict of

                                       -7-

<PAGE>

interest that prevents such counsel from representing Employee, Employee may
engage separate counsel and Employer shall pay all attorneys' fees of such
separate counsel. Further, while Employee is expected at all times to use
Employee's best efforts to faithfully discharge his duties under this Agreement,
Employee cannot be held liable to Employer for errors or omissions made in good
faith where Employee has not exhibited gross, willful or wanton negligence or
misconduct or performed criminal and fraudulent acts that materially damage the
business of Employer.

         11.      No Prior Agreements.

         Employee hereby represents and warrants to Employer that the execution
of this Agreement by Employee and his employment by Employer and the performance
of Employee's duties hereunder will not violate or be a breach of any agreement
with a former employer, client or any other person or entity. Further, Employee
agrees to indemnify Employer for any claim, including but not limited to
attorneys' fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter come to have against Employer based
upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of the
date of this Agreement.

         12.      Assignment; Binding Effect.

         Employee understands that he has been selected for employment by
Employer on the basis of Employee's personal qualifications, experience and
skills. Employee, therefore, shall not assign all or any portion of Employee's
performance under this Agreement, or any benefits received by Employee pursuant
to this Agreement except by will or the laws of descent. Subject to the
preceding two sentences and the express provisions of Paragraph 13 below, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives, successors
and assigns.

         13.      Change in Control.

         (a)      Employee understands and acknowledges that Employer may be
merged or consolidated with or into another entity and that such entity shall
automatically succeed to the rights and obligations of Employer hereunder or
that Employer may undergo another type of Change in Control. In the event such a
merger or consolidation or other Change in Control is initiated prior to the end
of the Term, then the provisions of this Paragraph 13 shall be applicable.

         (b)      In the event of a pending Change in Control wherein Employer
and Employee have not received written notice at least five (5) business days
prior to the anticipated closing date of the transaction giving rise to the
Change in Control from the successor to all or a substantial portion of
Employer's business and/or assets that such successor is willing as of the
closing to assume and agree to perform Employer's obligations under this
Agreement in the same manner and to the same extent that Employer is hereby
required to perform, then such Change in Control shall be deemed to be a
termination of this Agreement by Employer without good cause during the Term,
and (i) the noncompetition provision of Paragraph 4 shall not apply; (ii)
Employee shall receive from Employer, in a lump-sum payment due on the effective
date of such termination, an amount equal to three times

                                       -8-

<PAGE>

the sum of (A) the Employee's annual Base Salary and (B) the higher of (x) the
highest annual bonus paid to Employee under the Company's Annual Incentive Plan
in effect on the date hereof or a direct predecessor thereto or replacement
thereof, for the past three fiscal years and (y) the Employee's annual bonus
paid or payable, including any bonus or portion thereof which has been earned
but deferred, under the Company's Annual Incentive Plan in effect on the date
hereof or a direct predecessor thereto or replacement thereof (and annualized
for any fiscal year during which the Employee was employed for less than 12 full
months), for the most recently completed or current fiscal year during the Term;
and (iii) until the third anniversary of the effective date of such termination,
Employee and, if applicable, Employee's dependents shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Employer and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) (collectively, "Employer Welfare Programs") to the
extent applicable generally to other peer executives of Employer and its
affiliated companies at the same after-tax cost to Employee as if Employee was
employed by Employer, but in no event shall such Employer Welfare Programs
provide Employee with benefits that are less favorable, in the aggregate, than
the most favorable of such Employer Welfare Programs in effect for Employee at
any time during the 120-day period immediately preceding the date of such
termination; provided, however if Employer is unable to provide Employee and/or,
if applicable, any of Employee's dependents, with any benefits to which Employee
or such dependent is entitled pursuant to the terms of this Section 13(b)(iii)
under any of the Employer Welfare Programs, Employer shall at its cost provide
such benefit at a level no less favorable to Executive than would have been
provided under the Employer Welfare Programs under another plan or arrangement,
including an individual policy purchased by Employer for Employee or such
dependent(s). Employee agrees that if any benefit to be provided under the
Employer Welfare Programs is subject to the provisions of Part 6 of Subtitle B
of Title I of the Employee Retirement Income Security Act of 1974, as amended
("COBRA"), Employee shall make a timely COBRA election to continue such benefit
under COBRA during the applicable COBRA continuation period and Employer shall
reimburse Employee for the amount of the COBRA premiums, if any, required to be
paid by Employee for such coverage.

         (c)      Employee will be given sufficient time and opportunity to
elect whether to exercise all or any of Employee's vested options to purchase
Employer Common Stock, including any options with accelerated vesting under the
provisions of Employer's 1997 Stock Option Plan or any other Employer stock
incentive plan, such that Employee may convert the options to shares of Employer
Common Stock at or prior to the closing of the transaction giving rise to the
Change in Control, if Employee so desires.

         (d)      In the event that a successor in a pending Change in Control
gives notice pursuant to Paragraph 13(b) that it will assume Employer's
obligations under this Agreement and at the time of or within twelve (12) months
following such Change in Control Employee either (i) terminates this Agreement
for good reason (as defined in Paragraph 6(c) of this Agreement) or (ii) is
terminated by Employer other than for good cause (as defined in Paragraph 6(c)
of this Agreement), then effective as of the date of such termination, (A) the
noncompetition provisions of Paragraph 4 shall no longer apply; (B) Employee
shall receive from Employer, in a lump-sum payment due on the effective date of
such termination, an amount equal to three times the sum of (1) the Employee's
annual Base

                                       -9-

<PAGE>

Salary and (2) the higher of (x) the highest annual bonus paid to Employee under
the Company's Annual Incentive Plan in effect on the date hereof or a direct
predecessor thereto or replacement thereof, for the past three fiscal years and
(y) the Employee's annual bonus paid or payable, including any bonus or portion
thereof which has been earned but deferred, under the Company's Annual Incentive
Plan in effect on the date hereof or a direct predecessor thereto or replacement
thereof (and annualized for any fiscal year during which the Employee was
employed for less than 12 full months), for the most recently completed or
current fiscal year during the Term; and (C) until the third anniversary of the
effective date of such termination, Employee and, if applicable, Employee's
dependents shall be eligible for participation in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided by the
Employer and its affiliated companies (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) (collectively, "Employer
Welfare Programs") to the extent applicable generally to other peer executives
of Employer and its affiliated companies at the same after-tax cost to Employee
as if Employee was employed by Employer, but in no event shall such Employer
Welfare Programs provide Employee with benefits that are less favorable, in the
aggregate, than the most favorable of such Employer Welfare Programs in effect
for Employee at any time during the 120-day period immediately preceding the
date of such termination; provided, however if Employer is unable to provide
Employee and/or, if applicable, any of Employee's dependents, with any benefits
to which Employee or such dependent is entitled pursuant to the terms of this
Section 13(b)(iii) under any of the Employer Welfare Programs, Employer shall at
its cost provide such benefit at a level no less favorable to Executive than
would have been provided under the Employer Welfare Programs under another plan
or arrangement, including an individual policy purchased by Employer for
Employee or such dependent(s). Employee agrees that if any benefit to be
provided under the Employer Welfare Programs is subject to the provisions of
Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act
of 1974, as amended ("COBRA"), Employee shall make a timely COBRA election to
continue such benefit under COBRA during the applicable COBRA continuation
period and Employer shall reimburse Employee for the amount of the COBRA
premiums, if any, required to be paid by Employee for such coverage.

         (e)      A "Change in Control" shall be deemed to have occurred if:

                  (i)      any person or entity, other than Employer or an
         employee benefit plan of Employer, acquires directly or indirectly the
         Beneficial Ownership (as defined in Section 13(d) of the Securities
         Exchange Act of 1934, as amended) of any voting security of Employer
         and immediately after such acquisition such person or entity is,
         directly or indirectly, the Beneficial Owner of voting securities
         representing 50% or more of the total voting power of all of the
         then-outstanding voting securities of Employer;

                  (ii)     the following individuals no longer constitute a
         majority of the members of the Board: (A) the individuals who, as of
         the date hereof, constitute the Board (the "Current Directors"); (B)
         the individuals who thereafter are elected to the Board and whose
         election, or nomination for election, to the Board was approved by a
         vote of at least two-thirds (2/3) of the Current Directors then still
         in office (such directors becoming "Additional Current Directors"
         immediately following their election); and (C) the individuals who are
         elected to the Board and whose election, or nomination for election, to
         the Board was approved by a

                                      -10-

<PAGE>

         vote of at least two-thirds (2/3) of the Current Directors and
         Additional Current Directors then still in office (such directors also
         becoming "Additional Current Directors" immediately following their
         election); or

                  (iii)    the stockholders of Employer shall approve an
         agreement for the sale or disposition by Employer of all or a
         substantial portion of Employer's assets (i.e., 50% or more of the
         total assets of Employer).

         (f)      Intentionally left blank.

         (g)      Employee shall be reimbursed by Employer or its successor for
all excise taxes that Employee incurs under Section 4999 of the Internal Revenue
Code of 1986, as amended, as a result of any Change in Control, such amount to
be determined by Employer or by an accounting firm chosen by Employer. In
addition, Employee shall be reimbursed by Employer or its successor for all
federal, state and local income taxes and additional excise taxes attributable
to the payment pursuant to the preceding sentence and the payment pursuant to
this sentence. The amounts, as determined and described in the preceding
sentences of this paragraph (g), will be due and payable by Employer or its
successor within ten (10) days after Employee delivers a written request for
reimbursement accompanied by a copy of Employee's tax return(s) as filed
reflecting the excise tax paid by Employee; provided, however, if Employee's tax
return reflects an excise tax amount that is less than the amount determined by
the Employer or its accounting firm pursuant to this paragraph (g), the Employer
shall be required to reimburse Employee in an amount equal to such lesser
amount. In addition, if at any time the Employee receives a refund from the
Internal Revenue Service of all or any portion of the amount of the excise tax
or federal, state or local income taxes described in this paragraph (g) that
were paid to Employee by Employer, Employee shall pay Employer the amount of the
refund within ten (10) days of Employee's receipt of such refund. The amount
reimbursed by Employer hereunder shall not be subject to offset or reduction for
any amount owed or claimed to be owed to Employer or its successor by Employee.
If not paid within ten (10) days from date of demand, the amount due under this
subsection shall bear interest at the maximum non-usurious rate allowed by law
from the date of demand to the date of payment.

         14.      Complete Agreement.

         This Agreement is not a promise of future employment. This Agreement,
together with that certain Employment Agreement between Employer and Employee
dated March 13, 2002 (the "Change in Control Agreement" and together with this
Agreement, the "Employment Documents") supersede any other agreements or
understandings, written or oral, between Employer and Employee, and Employee has
no oral representations, understandings or agreements with Employer or any of
its officers, directors or representatives covering the same subject matter as
the Employment Documents. The Employment Documents are the final, complete and
exclusive statement and expression of the agreement between Employer and
Employee, and the Employment Documents cannot be varied, contradicted or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a written
instrument signed by a duly authorized officer of Employer and Employee, and no
term of this Agreement may be waived except by a written instrument signed by
the party waiving the benefit of

                                      -11-

<PAGE>
such term. To the extent that the Change in Control Agreement conflicts with
this Agreement, the terms of the Change in Control Agreement shall control.

         15.      No Offset.

         Severance payment(s) made pursuant to this Agreement are not subject to
offset or reduction for any amount owed, or claimed to be owed, to Employer or
its successor by Employee.

         16.      Notice.

         Whenever any notice is required hereunder, it shall be given in writing
addressed as follows:

         To Employer:               Quanta Services, Inc.
                                    1360 Post Oak Boulevard, Suite 2100
                                    Houston, Texas 77056
                                    Attention: General Counsel

         To Employee:               106 North Wynden Estates Court, #3019
                                    Houston, Texas 77056

All notices, requests, consents, and other communications under this Agreement
will be in writing and will be delivered by hand, by nationally recognized
overnight courier service, by postage prepaid first class certified or
registered mail, return receipt requested, or by facsimile with receipt
confirmed. Notices provided in accordance with this Section 15 will be deemed
delivered upon (a) personal delivery; (b) one (1) Business Day after delivery to
a nationally recognized overnight courier service; (c) three (3) Business Days
after deposit in the mail; or (d) confirmation of facsimile delivery. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph.

         17.      Severability, Headings.

         If any portion of this Agreement is held invalid or inoperative, the
other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by
the portion held invalid or inoperative. The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.

         18.      Arbitration.

         Any unresolved dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three (3) arbitrators in Houston, Texas, in accordance with
the National Rules of the American Arbitration Association for the Resolution of
Employment Disputes in effect on the date of the event giving rise to the claim
or the controversy. The arbitrators shall not have the authority to add to,
detract from or modify any provision hereof nor to award punitive damages to any
injured party. The arbitrators shall have the

                                      -12-

<PAGE>

authority to order back-pay, severance compensation, vesting of options (or cash
compensation in lieu of vesting of options), reimbursement of costs (including
reasonable attorneys' fees), including those incurred to enforce this Agreement,
and interest thereon in the event the arbitrators determine that Employee was
terminated without disability or good cause, as defined in Paragraphs 6(b) and
6(c) hereof, respectively, or that Employer has otherwise materially breached
this Agreement. A decision by a majority of the arbitration panel shall be final
and binding. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. The direct expense of any arbitration proceeding shall be
borne by Employer.

         19.      Governing Law.

         This Agreement shall in all respects be construed according to the laws
of the State of Texas.

         20.      Counterparts.

         This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                      -13-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

EMPLOYER:                                   EMPLOYEE:
QUANTA SERVICES, INC.                       JOHN R. COLSON

By: /s/ JAMES H. HADDOX                     By: /s/ JOHN R. COLSON
    --------------------                        ----------------------------
    James H. Haddox, CFO                        John R. Colson, Individually

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>8
<FILENAME>h08130exv10w45.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JAMES H. HADDOX
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.45

                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Second Amended and Restated Employment Agreement (the
"Agreement"), by and between Quanta Services, Inc., a Delaware corporation
("Employer"), and James H. Haddox ("Employee"), is hereby entered into and
effective as of this 21st day of May 2003.

                                 R E C I T A L S

         A.       As of the date of this Agreement, Employer is engaged
primarily in the business of specialty electrical contracting for electric
utilities, telecommunications and cable television providers, and
transportation, commercial and industrial customers.

         B.       Employee is employed hereunder by Employer in a confidential
relationship wherein Employee, in the course of Employee's employment with
Employer, has and will continue to become familiar with and aware of non-public
information of Employer, including but not limited to, Employer's customers,
specific manner of doing business, including the processes, techniques and trade
secrets utilized by Employer, and future plans with respect thereto
("Confidential Information"), all of which has been and will be established and
maintained at great expense to Employer; this information is a trade secret and
constitutes the valuable goodwill of Employer.

         C.       Employer and Employee are parties to that certain Employment
Agreement effective as of February 12, 1998 (the "Original Agreement") and
Amended and Restated Employment Agreement dated March 8, 2000 (the "First
Amendment"), which the parties hereto desire to amend and restate in its
entirety.

         D.       Employer and Employee desire to settle certain claims that may
exist under the First Amendment.

                               A G R E E M E N T S

         In consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, the parties hereto
hereby agree to amend and restate the Original Agreement and First Amendment as
follows:

         1.       Employment and Duties.

         (a)      Employer hereby employs Employee as Chief Financial Officer of
the Employer. As such, Employee shall have responsibilities, duties and
authority reasonably accorded to and expected of a Chief Financial Officer of
the Employer and will report directly to the Chief Executive Officer of Employer
(the "CEO"). Employee hereby accepts this employment upon the terms and
conditions herein contained and, subject to Paragraph 1(c) hereof, agrees to
devote Employee's time, attention and efforts to promote and further the
business of Employer.

<PAGE>

         (b)      Employee shall faithfully adhere to, execute and fulfill all
reasonable policies established by the Board of Directors of Employer (the
"Board") and the CEO.

         (c)      Employee shall not, during the term of his employment
                  hereunder, be engaged in any other business activity pursued
                  for gain, profit or other pecuniary advantage if such activity
                  interferes with Employee's duties and responsibilities
                  hereunder. The foregoing limitations shall not be construed as
                  prohibiting Employee from making personal investments in such
                  form or manner as will neither require Employee's services in
                  the operation or affairs of the companies or enterprises in
                  which such investments are made nor violate the terms of
                  Paragraph 4 hereof.

         (d)      Following termination of Employee's employment with Employer
                  for any reason, Employee shall immediately resign from any all
                  offices and positions he holds with Employee or any
                  subsidiary, or affiliates entity, of Employer.

         2.       Compensation.

         For all services rendered by Employee, Employer shall compensate
Employee during Employee's period of employment hereunder as follows:

         (a)      Base Salary. The base salary payable to Employee shall be
$300,000 per year, payable on a regular basis in accordance with Employer's
standard payroll procedures but not less than monthly. On at least an annual
basis, the Board will review Employee's performance and may make increases to
such base salary if, in its discretion, any such increase is warranted. Such
recommended increase would, in all likelihood, require approval by the Board or
a duly constituted committee thereof.

         (b)      Incentive Bonus Plan. Employee shall participate in Employer's
Management Incentive Bonus Plan for the fiscal year ending December 31, 2003 at
a level commensurate with Employee's position, and subject to adjustment
periodically based on competitive practices of the peer group used by Employee
for purposes of competitive compensation benchmarking. Employee will participate
in other current and future incentive bonus plans as determined by the Board or
a duly constituted committee thereof.

         (c)      Executive Perquisites, Benefits, and Other Compensation.
Employee shall be entitled to receive additional benefits and compensation from
Employer in such form and to such extent as specified below:

                  (i)      Payment of all premiums for coverage for Employee and
         Employee's dependent family members under health, hospitalization,
         disability, dental, life and other insurance plans that Employer may
         have in effect from time to time.

<PAGE>

                  (ii)     Reimbursement for all business travel and other
         out-of-pocket expenses reasonably incurred by Employee in the
         performance of Employee's services pursuant to this Agreement. All
         reimbursable expenses shall be appropriately documented in reasonable
         detail by Employee upon submission of any request for reimbursement,
         and in a format and manner consistent with Employer's expense reporting
         policy.

                  (iii)    Employer shall provide Employee with other executive
         perquisites as may be available to or deemed appropriate for Employee
         by the Board and participation in all other Employer-wide employee
         benefits as available from time to time. Without limitation of the
         foregoing, to the extent Employer affords a car allowance to its
         executive officers or executive officers of its subsidiaries, Employee
         shall be afforded a similar car allowance.

                  (iv)     Four (4) weeks paid vacation per year.

                  (v)      In consideration for 50,000 shares of Restricted
         Stock granted on the date of execution of this Agreement and vesting on
         February 28, 2004, Employee waives and releases all rights he may have
         under Section 13(f)(iii) of the First Amendment.

         3.       [Intentionally left blank.]

         4.       Non-Competition.

         (a)      Employee hereby agrees that Employee will not, during the
period of Employee's employment with Employer, and for a period of one (1) year
following the date Employee ceases to be employed by Employer or any direct or
indirect subsidiary of Employer, for any reason whatsoever, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
persons, company, partnership, corporation or business of whatever nature:

                  (i)      engage, as an officer, director, shareholder, owner,
         partner, joint venturer or in a managerial capacity, whether as an
         employee, independent contractor, consultant or advisor or as a sales
         representative, in any specialty electrical, telecom or cable
         television contracting business for electric utilities,
         telecommunications and cable television providers, and transportation,
         commercial and industrial customers, within the United States or within
         100 miles of any other geographic area in which Employer or any of
         Employer's direct or indirect subsidiaries conducts business, including
         any territory serviced by Employer or any of its subsidiaries (the
         "Territory");

                  (ii)     call upon any person who is, at that time, within the
         Territory, an employee of Employer (including the subsidiaries thereof)
         for the purpose or with the intent of enticing such employee away from
         or out of the employ of Employer (including the direct or indirect
         subsidiaries thereof);

                  (iii)    call upon any person or entity which is, at that
         time, or which has been, within one (1) year prior to that time, a
         customer of Employer (including the direct or indirect subsidiaries
         thereof) within the Territory for the purpose of soliciting or selling
         products or

<PAGE>

         services in direct competition with Employer or any subsidiary of
         Employer within the Territory; or

                  (iv)     call upon any prospective acquisition candidate, on
         Employee's own behalf or on behalf of any competitor, which candidate
         was, to Employee's actual knowledge after due inquiry, either called
         upon by Employer including the direct or indirect subsidiaries thereof)
         or for which Employer made an acquisition analysis, for the purpose of
         acquiring such entity.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as an investment not more than two percent
(2%) of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

         (b)      Because of the difficulty of measuring economic losses to
Employer as a result of a breach of the foregoing covenant, and because of the
immediate and irreparable damage that could be caused to Employer for which it
would have no other adequate remedy, Employee agrees that the foregoing covenant
may be enforced by Employer in the event of breach by him, by injunctions and
restraining orders.

         (c)      It is agreed by the parties that the foregoing covenants in
this Paragraph 4 impose a reasonable restraint on Employee in light of the
activities and business of Employer (including Employer's direct and indirect
subsidiaries) on the date of the execution of this Agreement and the current
plans of Employer (including Employer's direct and indirect subsidiaries); but
it is also the intent of Employer and Employee that such covenants be construed
and enforced in accordance with the changing activities, business and locations
of Employer (including Employer's direct and indirect subsidiaries) throughout
the term of this Agreement, whether before or after the date of termination of
the employment of Employee. For example, if, during the term of this Agreement,
Employer (including Employer's direct and indirect subsidiaries) engages in new
and different activities, enters a new business or establishes new locations for
its current activities or business in addition to or other than the activities
or business enumerated under the Recitals above or the locations currently
established therefor, then Employee will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within 100 miles of
its then-established operating location(s) through the term of this Agreement.

         It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with Employer (including
Employer's direct and indirect subsidiaries), or similar activities, or business
in locations the operation of which, under such circumstances, does not violate
clause (a) (i) of this Paragraph 4, and in any event such new business,
activities or location are not in violation of this Paragraph 4 or of employee's
obligations under this Paragraph 4, if any, Employee shall not be chargeable
with a violation of this Paragraph 4 if Employer (including Employer's direct
and indirect subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.

<PAGE>

         (d)      The covenants in this Paragraph 4 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and the Agreement shall be reformed in accordance therewith.

         (e)      All of the covenants in this Paragraph 4 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against Employer, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Employer of such covenants.

         (f)      Notwithstanding any other provision of this Agreement, if
Employee's employment is terminated by Employer for other than good cause, then
no non-competition provision shall be enforceable for any period of time
following expiration of the Severance Period as defined in Paragraph 6(d)
below.

         5.       Place of Performance.

         Nothing contained herein shall be deemed to require Employee to
relocate from Employee's present residence to another geographic location to
carry out Employee's duties and responsibilities under this Agreement.

         6.       Term; Termination; Rights on Termination.

         The term of this Agreement shall begin on the date hereof and continue
for three (3) years (the "Initial Term"), and thereafter, unless terminated
sooner as herein provided, shall automatically renew for consecutive one-year
terms on the same terms and conditions in effect as of the time of each such
renewal (each such one-year term, a "Renewal Term" and, all Renewal Terms
together with the Initial Term, the "Term"). This Agreement and/or Employee's
employment may be terminated in any one of the followings ways:

         (a)      Death. The death of Employee shall immediately terminate this
Agreement with no severance compensation due to Employee's estate.

         (b)      Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been absent from Employee's
full-time duties hereunder for four (4) consecutive months, then thirty (30)
days after receiving written notice (which notice may occur before or after the
end of such four (4) month period, but which shall not be effective earlier than
the last day of such four (4) month period), Employer may terminate Employee's
employment hereunder provided Employee is unable to resume Employee's full-time
duties at the conclusion of such notice period. Also, Employee may terminate
Employee's employment hereunder if his health should become impaired to an
extent that makes the continued performance of Employee's duties hereunder
hazardous to Employee's physical or mental health or life, provided that
Employee shall have furnished Employer with a written statement from a qualified
doctor to such effect and provided,

<PAGE>

further, that, at Employer's request made within thirty (30) days of the date of
such written statement, Employee shall submit to an examination by a doctor
selected by Employer who is reasonably acceptable to Employee or Employee's
doctor and such doctor shall have concurred in the conclusion of Employee's
doctor. In the event this Agreement is terminated as a result of Employee's
disability, Employee shall receive from Employer, in a lump-sum payment due
within ten (10) days of the effective date of termination, the base salary at
the rate then in effect for whatever time period is remaining under the Term of
this Agreement or for one (1) year, whichever amount is greater.

         (c)      Good Cause; Good Reason. Employer may terminate the Agreement
ten (10) days after delivery of written notice to Employee for good cause, which
shall be: (i) Employee's willful, material and irreparable breach of this
Agreement; (ii) Employee's gross negligence in the performance or intentional
nonperformance or inattention continuing for ten (10) days after receipt of
written notice of need to cure of any of Employee's material duties and
responsibilities hereunder; (iii) Employee's willful dishonesty, fraud or
material misconduct with respect to the business or affairs of Employer; (iv)
Employee's conviction of a felony crime; or (v) chronic alcohol abuse or illegal
drug abuse by Employee. In the event of a termination for good cause, as
enumerated above, Employee shall have no right to any severance compensation.

         Employee may terminate his employment under this Agreement ten (10)
days after delivery of written notice to Employer for good reason, which shall
exist if, within twelve (12) months following a Change in Control, Employee (i)
is offered a Lesser Position (as defined below), or (ii) is required to relocate
in violation of Paragraph 5 of this Agreement. "Lesser Position" shall mean a
new position or a change in the Employee's position, which, compared with
Employee's position with Employer immediately prior to the Change in Control,
(i) offers a lower level of compensation (including base salary, fringe benefits
and target bonuses under any corporate-performance based bonus or incentive
programs), or (ii) materially reduces Employee's duties or level of
responsibility. In the event of such a termination of his employment, Employment
shall be entitled to receive severance benefits as provided in Paragraph 13 (d)
below.

         (d)      Without Good Cause. At any time after the commencement of
employment, either Employee or Employer may, without good reason or good cause,
respectively, terminate this Agreement and Employee's employment, effective
thirty (30) days after written notice is provided to the other party. Should
Employee be terminated by Employer without good cause during the Term, Employer
shall deliver to Employee promptly a waiver and release agreement waiving and
releasing any claims Employee may have against Employer under the terms of this
Agreement in form reasonably satisfactory to Employer and Employee, and upon
Employee's execution thereof, Employee shall receive from Employer, in a
lump-sum payment due on the effective date of termination, the base salary at
the rate then in effect for whatever time period is remaining under the Term
(the Initial Term or the then current Renewal Term, as applicable) or for one
(1) year, whichever amount is greater. If Employee resigns or otherwise
terminates Employee's employment without good reason pursuant to this Paragraph
6(d), Employee shall receive no severance compensation.

         (e)      Change in Control of Employer. In the event of a "Change in
Control of Employer" (as defined below) during the Term, refer to Paragraph 13
below.

<PAGE>

         Upon termination of his employment for any reason provided above,
Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above or in
Paragraph 13 hereof. All other rights and obligations of Employer and Employee
under this Agreement shall cease as of the effective date of termination, except
that Employer's obligations under Paragraph 10 hereof and Employee's obligations
under Paragraphs 4, 7, 8, 9, 11 and 18 hereof shall survive such termination in
accordance with their terms.

         If termination of Employee's employment arises out of Employer's
failure to pay Employee on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other breach of this Agreement by
Employer, as determined by a court of competent jurisdiction or pursuant to the
provisions of Paragraph 18 below, Employer shall pay all amounts and damages to
which Employee may be entitled as a result of such breach, including interest
thereon and all reasonable legal fees and expenses and other costs incurred by
Employee to enforce Employee's rights hereunder.

         7.       Return of Company Property.

         All records, designs, patents, business plans, financial statements,
manuals, memoranda, lists and other property delivered to or compiled by
Employee by or on behalf of Employer, or its representatives, vendors or
customers which pertain to the business of Employer shall be and remain the
property of Employer, and be subject at all times to its discretion and control.
Likewise, all correspondence, reports, records, charts, advertising materials,
and other similar data pertaining to the business, activities or future plans of
Employer which is collected by Employee shall be delivered promptly to Employer
without request by it upon termination of Employee's employment.

         8.       Inventions.

         Employee shall disclose promptly to Employer any and all significant
conceptions and ideas for inventions, improvements and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment or within one (1) year
hereafter, and which are directly related to the business or activities of
Employer and which Employee conceives as a result of Employee's employment by
Employer. Employee hereby assigns and agrees to assign all of Employee's
interests therein to Employer or its nominee. Whenever requested to do so by
Employer, Employee shall execute any and all applications, assignments or other
instruments that Employer shall deem necessary to apply for and obtain Letters
Patent of the United States or any foreign country or to otherwise protect
Employer's interest therein

         9.       Trade Secrets.

         Employee agrees that he will not, during or after the Term of this
Agreement with Employer, disclose the specific terms of Employer's or its
subsidiaries' relationships or agreements with its significant vendors or
customers or any other significant and material trade secret of Employer or its

<PAGE>

subsidiaries, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever other
than in the course of performing Employee's duties hereunder.

         10.      Indemnification.

In the event Employee is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by Employer against Employee), by reason of
the fact that Employee is or was performing services under this Agreement, then
Employer shall indemnify Employee against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, as actually and
reasonably incurred by Employee in connection therewith, except to the extent
that such expenses result from Employee's gross, willful or wanton negligence or
misconduct or fraud or criminal acts. In the event that both Employee and
Employer are made a party to the same third-party action, complaint, suit or
proceeding, Employer agrees to engage competent legal representation, and
Employee agrees to use the same representation, provided that if counsel
selected by Employer shall have a conflict of interest that prevents such
counsel from representing Employee, Employee may engage separate counsel and
Employer shall pay all attorneys' fees of such separate counsel. Further, while
Employee is expected at all times to use Employee's best efforts to faithfully
discharge his duties under this Agreement, Employee cannot be held liable to
Employer for errors or omissions made in good faith where Employee has not
exhibited gross, willful or wanton negligence or misconduct or performed
criminal and fraudulent acts that materially damage the business of Employer.

         11.      No Prior Agreements.

         Employee hereby represents and warrants to Employer that the execution
of this Agreement by Employee and his employment by Employer and the performance
of Employee's duties hereunder will not violate or be a breach of any agreement
with a former employer, client or any other person or entity. Further, Employee
agrees to indemnify Employer for any claim, including but not limited to
attorneys' fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter come to have against Employer based
upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of the
date of this Agreement.

         12.      Assignment; Binding Effect.

         Employee understands that he has been selected for employment by
Employer on the basis of Employee's personal qualifications, experience and
skills. Employee, therefore, shall not assign all or any portion of Employee's
performance under this Agreement, or any benefits received by Employee pursuant
to this Agreement except by will or the laws of descent. Subject to the
preceding two sentences and the express provisions of Paragraph 13 below, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives, successors
and assigns.

<PAGE>

         13.      Change in Control.

         (a)      Employee understands and acknowledges that Employer may be
merged or consolidated with or into another entity and that such entity shall
automatically succeed to the rights and obligations of Employer hereunder or
that Employer may undergo another type of Change in Control. In the event such a
merger or consolidation or other Change in Control is initiated prior to the end
of the Term, then the provisions of this Paragraph 13 shall be applicable.

         (b)      In the event of a pending Change in Control wherein Employer
and Employee have not received written notice at least five (5) business days
prior to the anticipated closing date of the transaction giving rise to the
Change in Control from the successor to all or a substantial portion of
Employer's business and/or assets that such successor is willing as of the
closing to assume and agree to perform Employer's obligations under this
Agreement in the same manner and to the same extent that Employer is hereby
required to perform, then such Change in Control shall be deemed to be a
termination of this Agreement by Employer without good cause during the Term,
and (i) the noncompetition provision of Paragraph 4 shall not apply; (ii)
Employee shall receive from Employer, in a lump-sum payment due on the effective
date of such termination, an amount equal to three times the sum of (A) the
Employee's annual Base Salary and (B) the higher of (x) the highest annual bonus
paid to Employee under the Company's Annual Incentive Plan in effect on the date
hereof or a direct predecessor thereto or replacement thereof, for the past
three fiscal years and (y) the Employee's annual bonus paid or payable,
including any bonus or portion thereof which has been earned but deferred, under
the Company's Annual Incentive Plan in effect on the date hereof or a direct
predecessor thereto or replacement thereof (and annualized for any fiscal year
during which the Employee was employed for less than 12 full months), for the
most recently completed or current fiscal year during the Term; and (iii) until
the third anniversary of the effective date of such termination, Employee and,
if applicable, Employee's dependents shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Employer and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs)
(collectively, "Employer Welfare Programs") to the extent applicable generally
to other peer executives of Employer and its affiliated companies at the same
after-tax cost to Employee as if Employee was employed by Employer, but in no
event shall such Employer Welfare Programs provide Employee with benefits that
are less favorable, in the aggregate, than the most favorable of such Employer
Welfare Programs in effect for Employee at any time during the 120-day period
immediately preceding the date of such termination; provided, however if
Employer is unable to provide Employee and/or, if applicable, any of Employee's
dependents, with any benefits to which Employee or such dependent is entitled
pursuant to the terms of this Section 13(b)(iii) under any of the Employer
Welfare Programs, Employer shall at its cost provide such benefit at a level no
less favorable to Executive than would have been provided under the Employer
Welfare Programs under another plan or arrangement, including an individual
policy purchased by Employer for Employee or such dependent(s). Employee agrees
that if any benefit to be provided under the Employer Welfare Programs is
subject to the provisions of Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("COBRA"), Employee shall
make a timely COBRA election to continue such benefit under COBRA during the
applicable COBRA

<PAGE>

continuation period and Employer shall reimburse Employee for the amount of the
COBRA premiums, if any, required to be paid by Employee for such coverage.

         (c)      In any Change in Control situation, Employee may, at his sole
discretion, elect to terminate this Agreement by providing written notice to
Employer at least five (5) business days prior to the anticipated closing of the
transaction giving rise to the Change in Control. In such case, (i) the
noncompetition provision of Paragraph 4 shall not apply; (ii) Employee shall
receive from Employer, in a lump-sum payment due on the effective date of such
termination, an amount equal to three times the sum of (A) the Employee's annual
Base Salary and (B) the higher of (x) the highest annual bonus paid to Employee
under the Company's Annual Incentive Plan in effect on the date hereof or a
direct predecessor thereto or replacement thereof, for the past three fiscal
years and (y) the Employee's annual bonus paid or payable, including any bonus
or portion thereof which has been earned but deferred, under the Company's
Annual Incentive Plan in effect on the date hereof or a direct predecessor
thereto or replacement thereof (and annualized for any fiscal year during which
the Employee was employed for less than 12 full months), for the most recently
completed or current fiscal year during the Term; and (iii) until the third
anniversary of the effective date of such termination, Employee and, if
applicable, Employee's dependents shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Employer and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs)
(collectively, "Employer Welfare Programs") to the extent applicable generally
to other peer executives of Employer and its affiliated companies at the same
after-tax cost to Employee as if Employee was employed by Employer, but in no
event shall such Employer Welfare Programs provide Employee with benefits that
are less favorable, in the aggregate, than the most favorable of such Employer
Welfare Programs in effect for Employee at any time during the 120-day period
immediately preceding the date of such termination; provided, however if
Employer is unable to provide Employee and/or, if applicable, any of Employee's
dependents, with any benefits to which Employee or such dependent is entitled
pursuant to the terms of this Section 13(b)(iii) under any of the Employer
Welfare Programs, Employer shall at its cost provide such benefit at a level no
less favorable to Executive than would have been provided under the Employer
Welfare Programs under another plan or arrangement, including an individual
policy purchased by Employer for Employee or such dependent(s). Employee agrees
that if any benefit to be provided under the Employer Welfare Programs is
subject to the provisions of Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("COBRA"), Employee shall
make a timely COBRA election to continue such benefit under COBRA during the
applicable COBRA continuation period and Employer shall reimburse Employee for
the amount of the COBRA premiums, if any, required to be paid by Employee for
such coverage.

         (d)      Employee will be given sufficient time and opportunity to
elect whether to exercise all or any of Employee's vested options to purchase
Employer Common Stock, including any options with accelerated vesting under the
provisions of Employer's 1997 Stock Option Plan or any other Employer stock
incentive plan, such that Employee may convert the options to shares of Employer
Common Stock at or prior to the closing of the transaction giving rise to the
Change in Control, if Employee so desires.

<PAGE>

         (e)      In the event that a successor in a pending Change in Control
gives notice pursuant to Paragraph 13(b) that it will assume Employer's
obligations under this Agreement and at the time of or within twelve (12) months
following such Change in Control Employee either (i) terminates this Agreement
for good reason (as defined in Paragraph 6(c) of this Agreement) or (ii) is
terminated by Employer other than for good cause (as defined in Paragraph 6(c)
of this Agreement), then effective as of the date of such termination, (A) the
noncompetition provisions of Paragraph 4 shall no longer apply; (B) Employee
shall receive from Employer, in a lump-sum payment due on the effective date of
such termination, an amount equal to three times the sum of (1) the Employee's
annual Base Salary and (2) the higher of (x) the highest annual bonus paid to
Employee for the past three fiscal years and (y) the Employee's annual bonus
paid or payable, including any bonus or portion thereof which has been earned
but deferred (and annualized for any fiscal year during which the Employee was
employed for less than 12 full months), for the most recently completed or
current fiscal year during the Term; and (C) until the third anniversary of the
effective date of such termination, Employee and, if applicable, Employee's
dependents shall be eligible for participation in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided by the
Employer and its affiliated companies (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) (collectively, "Employer
Welfare Programs") to the extent applicable generally to other peer executives
of Employer and its affiliated companies at the same after-tax cost to Employee
as if Employee was employed by Employer, but in no event shall such Employer
Welfare Programs provide Employee with benefits that are less favorable, in the
aggregate, than the most favorable of such Employer Welfare Programs in effect
for Employee at any time during the 120-day period immediately preceding the
date of such termination; provided, however if Employer is unable to provide
Employee and/or, if applicable, any of Employee's dependents, with any benefits
to which Employee or such dependent is entitled pursuant to the terms of this
Section 13(b)(iii) under any of the Employer Welfare Programs, Employer shall at
its cost provide such benefit at a level no less favorable to Executive than
would have been provided under the Employer Welfare Programs under another plan
or arrangement, including an individual policy purchased by Employer for
Employee or such dependent(s). Employee agrees that if any benefit to be
provided under the Employer Welfare Programs is subject to the provisions of
Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act
of 1974, as amended ("COBRA"), Employee shall make a timely COBRA election to
continue such benefit under COBRA during the applicable COBRA continuation
period and Employer shall reimburse Employee for the amount of the COBRA
premiums, if any, required to be paid by Employee for such coverage.

         (f)      A "Change in Control" shall be deemed to have occurred if:

                  (i)      any person or entity, other than Employer or an
                           employee benefit plan of Employer, acquires directly
                           or indirectly the Beneficial Ownership (as defined in
                           Section 13(d) of the Securities Exchange Act of 1934,
                           as amended) of any voting security of Employer and
                           immediately after such acquisition such person or
                           entity is, directly or indirectly, the Beneficial
                           Owner of voting securities representing 50% or more
                           of the total voting power of all of the then-
                           outstanding voting securities of Employer; or

<PAGE>

                  (ii)     the following individuals no longer constitute a
                           majority of the members of the Board: (A) the
                           individuals who, as of the date hereof, constitute
                           the Board (the "Current Directors"); (B) the
                           individuals who thereafter are elected to the Board
                           and whose election, or nomination of election, to the
                           to the Board was approved by a vote of at least
                           two-thirds (2/3) of the Current Directors then still
                           in office (such directors becoming "Additional
                           Current Directors" immediately following their
                           election); and (C) the individuals who are elected to
                           the Board and whose election, or nomination for
                           election, to the Board was approved by a vote of at
                           least two-thirds (2/3) of the Current Directors and
                           Additional Current Directors then still in office
                           (such directors also becoming "Additional Current
                           Directors" immediately following their election); or

                  (iii)    the stockholders of Employer shall approve an
         agreement for the sale or disposition by Employer of all or a
         substantial portion of Employer's assets (i.e., 50% or more of the
         total assets of Employer).

         (g)      Intentionally left blank.

         (h)      Employee shall be reimbursed by Employer or its successor for
all excise taxes that Employee incurs under Section 4999 of the Internal Revenue
Code of 1986, as amended, as a result of any Change in Control, such amount to
be determined by Employer or by an accounting firm chosen by Employer. In
addition, Employee shall be reimbursed by Employer or its successor for all
federal, state and local income taxes and additional excise taxes attributable
to the payment pursuant to the preceding sentence and the payment pursuant to
this sentence. The amounts, as determined and described in the proceeding
sentences of this paragraph (h), will be due and payable by Employer or its
successor within ten (10) days after Employee delivers a written request for
reimbursement accompanied by a copy of Employee's tax return(s) as filed
reflecting the excise tax paid by Employee; provided, however, if Employee's tax
return reflects an excise tax amount that is less than the amount determined by
the Employer or its accounting form pursuant to this paragraph (h), the Employer
shall be required to reimburse Employee in an amount equal to such lesser
amount. In addition, if at any time the Employee receives a refund from the
Internal Revenue Services of all or any portion of the amount of the excise tax
or federal, state or local income taxes described in this paragraph (h) that
were paid to Employee's receipt of such refund. The amount reimbursed by
Employer hereunder shall not be subject to offset or reduction for any amount
owed or claimed to be owed to Employer or its successor by Employee. If not paid
within ten (10) days from date of demand, the amount due under this subsection
shall bear interest at the maximum non-usurious rate allowed by law from the
date of demand to the date of payment.

         14.      Complete Agreement.

         This Agreement is not a promise of future employment. This Agreement,
together with that

<PAGE>

certain Employment Agreement between Employer and Employee dated March 13, 2002
(the "Change in Control Agreement" and together with this Agreement, the
"Employment Documents") supersede any other agreements or understandings,
written or oral, between Employer and Employee, and Employee has no oral
representations, understandings or agreements with Employer or any of its
officers, directors or representatives covering the same subject matter as the
Employment Documents. The Employment Documents are the final, complete and
exclusive statement and expression of the agreement between Employer and
Employee, and the Employment Documents cannot be varied, contradicted or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a written
instrument signed by a duly authorized officer of Employer and Employee, and no
term of this Agreement may be waived except by a written instrument signed by
the party waiving the benefit of such term. To the extent that the Change in
Control Agreement conflicts with this Agreement, the terms of the Change in
Control Agreement shall control.

         15.      No Offset.

                  Any severance payment(s) made pursuant to this Agreement are
                  not subject to offset or reduction for any amount owed, or
                  claimed to be owed, to Employer or its successor by Employee.

         16.      Notice.

         Whenever any notice is required hereunder, it shall be given in writing
         addressed as follows:

         To Employer:               Quanta Services, Inc.
                                    1360 Post Oak Boulevard, Suite 2100
                                    Houston, Texas 77056
                                    Attention: General Counsel

         To Employee:               9141 Briar Forest
                                    Houston, Texas 77024

All notices, requests, consents, and other communications under this Agreement
will be in writing and will be delivered by hand, by nationally recognized
overnight courier service, by postage prepaid first class certified or
registered mail, return receipt requested, or by facsimile with receipt
confirmed. Notices provided in accordance with this Section 16 will be deemed
delivered upon (a) personal delivery; (b) one (1) Business Day after delivery to
a nationally recognized overnight courier service; (c) three (3) Business Days
after deposit in the mail; or (d) confirmation of facsimile delivery. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph.

         17.      Severability, Headings.

         If any portion of this Agreement is held invalid or inoperative, the
other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by
the portion held invalid or inoperative. The paragraph headings

<PAGE>

herein are for reference purposes only and are not intended in any way to
describe, interpret, define or limit the extent or intent of the Agreement or of
any part hereof.

         18.      Arbitration.

         Any unresolved dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three (3) arbitrators in Houston, Texas, in accordance with
the National Rules of the American Arbitration Association for the Resolution of
Employment Disputes in effect on the date of the event giving rise to the claim
or the controversy. The arbitrators shall not have the authority to add to,
detract from or modify any provision hereof nor to award punitive damages to any
injured party. The arbitrators shall have the authority to order back-pay,
severance compensation, vesting of options (or cash compensation in lieu of
vesting of options), reimbursement of costs (including reasonable attorneys'
fees), including those incurred to enforce this Agreement, and interest thereon
in the event the arbitrators determine that Employee was terminated without
disability or good cause, as defined in Paragraphs 6(b) and 6(c) hereof,
respectively, or that Employer has otherwise materially breached this Agreement.
A decision by a majority of the arbitration panel shall be final and binding.
Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The direct expense of any arbitration proceeding shall be borne by
Employer.

         19.      Governing Law.

         This Agreement shall in all respects be construed according to the laws
of the State of Texas.

         20.      Counterparts.

         This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

EMPLOYER:                                   EMPLOYEE:
QUANTA SERVICES, INC.                       JAMES H. HADDOX

By: /s/ JOHN R. COLSON                      By: /s/ JAMES H. HADDOX
    --------------------                        -----------------------------
    John R. Colson, CEO                         James H. Haddox, Individually

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>9
<FILENAME>h08130exv10w46.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - JOHN R. WILSON
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.46

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement (the "Agreement"), by
and between Quanta Services, Inc., a Delaware corporation ("Employer"), and John
R. Wilson ("Employee"), is hereby entered into and effective as of this 21st day
of May 2003.

                                 R E C I T A L S

         A.       As of the date of this Agreement, Employer is engaged
primarily in the business of specialty electrical contracting for electric
utilities, telecommunications and cable television providers, and
transportation, commercial and industrial customers.

         B.       Employee is employed hereunder by Employer in a confidential
relationship wherein Employee, in the course of Employee's employment with
Employer, has and will continue to become familiar with and aware of non-public
information of Employer, including but not limited to, Employer's customers,
specific manner of doing business, including the processes, techniques and trade
secrets utilized by Employer, and future plans with respect thereto
("Confidential Information"), all of which has been and will be established and
maintained at great expense to Employer; this information is a trade secret and
constitutes the valuable goodwill of Employer.

                               A G R E E M E N T S

         In consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, the parties hereto
hereby agree as follows:

         1.       Employment and Duties.

         (a)      Employer hereby employs Employee as President of Electric
Power and Gas Operations of the Employer. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of a
President of Electric Power and Gas Operations of the Employer and will report
directly to the Chief Executive Officer of Employer. Employee hereby accepts
this employment upon the terms and conditions herein contained and, subject to
Paragraph 1(c) hereof, agrees to devote Employee's time, attention and efforts
to promote and further the business of Employer.

         (b)      Employee shall faithfully adhere to, execute and fulfill all
reasonable policies established by the Board of Directors of Employer (the
"Board").

<PAGE>

         (c)      Employee shall not, during the term of his employment
                  hereunder, be engaged in any other business activity pursued
                  for gain, profit or other pecuniary advantage if such activity
                  interferes with Employee's duties and responsibilities
                  hereunder. The foregoing limitations shall not be construed as
                  prohibiting Employee from making personal investments in such
                  form or manner as will neither require Employee's services in
                  the operation or affairs of the companies or enterprises in
                  which such investments are made nor violate the terms of
                  paragraph 4 hereof.

         (d)      Following termination of Employee's employment with Employer
                  for any reason, Employee shall immediately resign form any and
                  all offices and positions he holds with Employer or any
                  subsidiary, or affiliated entity, of Employer.

         2.       Compensation.

         For all services rendered by Employee, Employer shall compensate
Employee during Employee's period of employment hereunder as follows:

         (a)      Base Salary. The base salary payable to Employee shall be
$300,000 per year, payable on a regular basis in accordance with Employer's
standard payroll procedures but not less than monthly. On at least an annual
basis, the Board will review Employee's performance and may make increases to
such base salary if, in its discretion, any such increase is warranted. Such
recommended increase would, in all likelihood, require approval by the Board or
a duly constituted committee thereof.

         (b)      Incentive Bonus Plan. Employee shall participate in Employer's
Management Incentive Bonus Plan for the fiscal year ending December 31, 2003 at
a level commensurate with Employee's position, and subject to adjustment
periodically based on competitive practices of the peer group used by Employer
for purposes of competitive compensation benchmarking payable in cash or
equities as determined by Employer in its sole discretion. Employee will
participate in other current and future incentive bonus plans as determined by
the Board or a duly constituted committee thereof.

         (c)      Executive Perquisites, Benefits, and Other Compensation.
Employee shall be entitled to receive additional benefits and compensation from
Employer in such form and to such extent as specified below:

                  (i)      Payment of all premiums for coverage for Employee and
         Employee's dependent family members under health, hospitalization,
         disability, dental, life and other insurance plans that Employer may
         have in effect from time to time.

                  (ii)     Reimbursement for all business travel and other
         out-of-pocket expenses reasonably incurred by Employee in the
         performance of Employee's services pursuant to this Agreement. Employee
         shall appropriately document, in reasonable detail, all reimbursable

                                                                               2

<PAGE>

         expenses upon submission of any request for reimbursement, and in a
         format and manner consistent with Employer's expense reporting policy.

                  (iii)    Employer shall provide Employee with other executive
         perquisites as may be available to or deemed appropriate for Employee
         by the Board and participation in all other Employer-wide employee
         benefits as available from time to time.

         3.       [Intentionally left blank.]

         4.       Non-Competition.

         (a)      Employee hereby agrees that Employee will not (without
Employer's consent), during the period of Employee's employment with Employer,
and for a period of one (1) year following the date Employee ceases to be
employed by Employer or any direct or indirect subsidiary of Employer, for any
reason whatsoever, directly or indirectly, for himself or on behalf of or in
conjunction with any other person, persons, company, partnership, corporation or
business of whatever nature:

                  (i)      engage, as an officer, director, shareholder, owner,
         partner, joint venturer or in a managerial capacity, whether as an
         employee, independent contractor, consultant or advisor or as a sales
         representative, in any specialty electrical, telecom or cable
         television contracting business for electric utilities,
         telecommunications and cable television providers, and transportation,
         commercial and industrial customers, within the United States or within
         100 miles of any other geographic area in which Employer or any of
         Employer's direct or indirect subsidiaries conducts business, including
         any territory serviced by Employer or any of its subsidiaries (the
         "Territory");

                  (ii)     call upon any person who is, at that time, within the
         Territory, an employee of Employer (including the subsidiaries thereof)
         for the purpose or with the intent of enticing such employee away from
         or out of the employ of Employer (including the direct or indirect
         subsidiaries thereof);

                  (iii)    call upon any person or entity which is, at that
         time, or which has been, within one (1) year prior to that time, a
         customer of Employer (including the direct or indirect subsidiaries
         thereof) within the Territory for the purpose of soliciting or selling
         products or services in direct competition with Employer or any
         subsidiary of Employer within the Territory; or

                  (iv)     call upon any prospective acquisition candidate, on
         Employee's own behalf or on behalf of any competitor, which candidate
         was, to Employee's actual knowledge after due inquiry, either called
         upon by Employer including the direct or indirect subsidiaries thereof)
         or for which Employer made an acquisition analysis, for the purpose of
         acquiring such entity.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as an investment not more than two percent
(2%)of the capital stock of a competing business, whose stock is traded on a
national securities exchange or over-the-counter.

                                                                               3
<PAGE>

         (b)      Because of the difficulty of measuring economic losses to
Employer as a result of a breach of the foregoing covenant, and because of the
immediate and irreparable damage that could be caused to Employer for which it
would have no other adequate remedy, Employee agrees that the foregoing covenant
may be enforced by Employer in the event of breach by him, by injunctions and
restraining orders.

         (c)      It is agreed by the parties that the foregoing covenants in
this Paragraph 4 impose a reasonable restraint on Employee in light of the
activities and business of Employer (including Employer's direct and indirect
subsidiaries) on the date of the execution of this Agreement and the current
plans of Employer (including Employer's direct and indirect subsidiaries); but
it is also the intent of Employer and Employee that such covenants be construed
and enforced in accordance with the changing activities, business and locations
of Employer (including Employer's direct and indirect subsidiaries) throughout
the term of this Agreement, whether before or after the date of termination of
the employment of Employee. For example, if, during the term of this Agreement,
Employer (including Employer's direct and indirect subsidiaries) engages in new
and different activities, enters a new business or establishes new locations for
its current activities or business in addition to or other than the activities
or business enumerated under the Recitals above or the locations currently
established therefor, then Employee will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within 100 miles of
its then-established operating location(s) through the term of this Agreement.

         It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with Employer (including
Employer's direct and indirect subsidiaries), or similar activities, or business
in locations the operation of which, under such circumstances, does not violate
clause (a) of this Paragraph 4, and in any event such new business, activities
or location are not in violation of this Paragraph 4 or of employee's
obligations under this Paragraph 4, if any, Employee shall not be chargeable
with a violation of this Paragraph 4 if Employer (including Employer's direct
and indirect subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.

         (d)      The covenants in this Paragraph 4 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and the Agreement shall be reformed in accordance therewith.

         (e)      All of the covenants in this Paragraph 4 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against Employer, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Employer of such covenants.

                                                                               4

<PAGE>

         (f)      Notwithstanding any other provision of this Agreement, if
Employee's employment is terminated by Employer for other than good cause, then
no non-competition provision shall be enforceable for any period of time
following expiration of the Severance Period as defined in Paragraph 6(d) below

         5.       Place of Performance.

         Nothing contained herein shall be deemed to require Employee to
relocate from Employee's current residence to a geographic location other than
the Houston, Texas metropolitan area to carry out Employee's duties and
responsibilities under this Agreement.

         6.       Term; Termination; Rights on Termination.

         The term of this Agreement shall begin on the date hereof and continue
for three (3) years (the ++nitial Term"), and thereafter, unless terminated
sooner as herein provided, shall automatically renew for consecutive one-year
terms on the same terms and conditions in effect as of the time of each such
renewal (each such one-year term, a Renewal Term" and, all Renewal Terms
together with the Initial Term, the "Term"). This Agreement and/or Employee's
employment may be terminated in any one of the followings ways:

         (a)      Death. The death of Employee shall immediately terminate this
Agreement with no severance compensation due to Employee's estate.

         (b)      Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been absent from Employee's
full-time duties hereunder for four (4) consecutive months, then thirty (30)
days after receiving written notice (which notice may occur before or after the
end of such four (4) month period, but which shall not be effective earlier than
the last day of such four (4) month period), Employer may terminate Employee's
employment hereunder provided Employee is unable to resume Employee's full-time
duties at the conclusion of such notice period. Also, Employee may terminate
Employee's employment hereunder if his health should become impaired to an
extent that makes the continued performance of Employee's duties hereunder
hazardous to Employee's physical or mental health or life, provided that
Employee shall have furnished Employer with a written statement from a qualified
doctor to such effect and provided, further, that, at Employer's request made
within thirty (30) days of the date of such written statement, Employee shall
submit to an examination by a doctor selected by Employer who is reasonably
acceptable to Employee or Employee's doctor and such doctor shall have concurred
in the conclusion of Employee's doctor. In the event this Agreement is
terminated as a result of Employee's disability, Employee shall receive from
Employer, in a lump-sum payment due within ten (10) days of the effective date
of termination, the base salary at the rate then in effect for whatever time
period is remaining under the Term of this Agreement or for one (1) year,
whichever amount is greater.

         (c)      Good Cause; Good Reason. Employer may terminate the Agreement
ten (10) days after delivery of written notice to Employee for "good cause",
which shall be: (i) Employee's willful, material and irreparable breach of this
Agreement; (ii) Employee's gross negligence in the performance or intentional
nonperformance or inattention continuing for ten (10) days after receipt of

                                                                               5

<PAGE>

written notice of need to cure of any of Employee's material duties and
responsibilities hereunder; (iii) Employee's willful dishonesty, fraud or
material misconduct with respect to the business or affairs of Employer; (iv)
Employee's conviction of a felony crime; or (v) chronic alcohol abuse or illegal
drug abuse by Employee. In the event of a termination for good cause, as
enumerated above, Employee shall have no right to any severance compensation.

         Employee may terminate his employment under this Agreement ten (10)
days after delivery of written notice to Employer for "good reason", which shall
exist if, within twelve (12) months following a Change in Control, Employee (i)
is offered a Lesser Position (as defined below), or (ii) is required to relocate
in violation of Paragraph 5 of this Agreement. "Lesser Position" shall mean a
new position or a change in the Employee's position, which, compared with
Employee's position with Employer immediately prior to the Change in Control,
(i) offers a lower level of compensation (including base salary, fringe benefits
and target bonuses under any corporate-performance based bonus or incentive
programs), or (ii) materially reduces Employee's duties or level of
responsibility. In the event of such a termination of his employment, Employee
shall be entitled to receive severance benefits as provided in Paragraph 13(d)
below.

         (d)      Without Good Cause. At any time after the commencement of
employment, either Employee or Employer may, without good reason or good cause,
respectively, terminate this Agreement and Employee's employment, effective
thirty (30) days after written notice is provided to the other party. Should
Employee be terminated by Employer without good cause during the Term, Employer
shall deliver to Employee promptly a waiver and release agreement waiving and
releasing any claims Employee may have against Employer under the terms of this
Agreement in form reasonably satisfactory to Employer and Employee, and upon
Employee's execution thereof, Employee shall receive from Employer, in a
lump-sum payment due on the effective date of termination, the base salary at
the rate then in effect for whatever time period is remaining under the Term
(the Initial Term or the then current Renewal Term, as applicable) or for one
(1) year, whichever amount is greater (such period of time, the "Severance
Period"). If Employee resigns or otherwise terminates Employee's employment
without good reason pursuant to this Paragraph 6(d), Employee shall receive no
severance compensation.

         (e)      Change in Control of Employer. In the event of a "Change in
Control of Employer" (as defined below) during the Term, refer to Paragraph 13
below.

         Upon termination of his employment for any reason provided above,
Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above or in
Paragraph 13 hereof. All other rights and obligations of Employer and Employee
under this Agreement shall cease as of the effective date of termination, except
that Employer's obligations under Paragraph 10 hereof and Employee's obligations
under Paragraphs 4, 7, 8, 9, 11 and 18 hereof shall survive such termination in
accordance with their terms.

                                                                               6

<PAGE>

         If termination of Employee's employment arises out of Employer's
failure to pay Employee on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other breach of this Agreement by
Employer, as determined by a court of competent jurisdiction or pursuant to the
provisions of Paragraph 18 below, Employer shall pay all amounts and damages to
which Employee may be entitled as a result of such breach, including interest
thereon and all reasonable legal fees and expenses and other costs incurred by
Employee to enforce Employee's rights hereunder.

         7.       Return of Company Property.

         All records, designs, patents, business plans, financial statements,
manuals, memoranda, lists and other property delivered to or compiled by
Employee by or on behalf of Employer, or its representatives, vendors or
customers which pertain to the business of Employer shall be and remain the
property of Employer, and be subject at all times to its discretion and control.
Likewise, all correspondence, reports, records, charts, advertising materials,
and other similar data pertaining to the business, activities or future plans of
Employer which is collected by Employee shall be delivered promptly to Employer
without request by it upon termination of Employee's employment.

         8.       Inventions.

         Employee shall disclose promptly to Employer any and all significant
conceptions and ideas for inventions, improvements and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment or within one (1) year
hereafter, and which are directly related to the business or activities of
Employer and which Employee conceives as a result of Employee's employment by
Employer. Employee hereby assigns and agrees to assign all of Employee's
interests therein to Employer or its nominee. Whenever requested to do so by
Employer, Employee shall execute any and all applications, assignments or other
instruments that Employer shall deem necessary to apply for and obtain Letters
Patent of the United States or any foreign country or to otherwise protect
Employer's interest therein

         9.       Trade Secrets.

         Employee agrees that he will not, during or after the Term of this
Agreement with Employer, disclose the specific terms of Employer's or its
subsidiaries' relationships or agreements with its significant vendors or
customers or any other significant and material trade secret of Employer or its
subsidiaries, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever other
than in the course of performing Employee's duties hereunder.

         10.      Indemnification.

In the event Employee is made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by Employer against Employee), by reason of
the fact that Employee is or was performing services under this Agreement, then
Employer shall indemnify Employee against all expenses (including attorneys'

                                                                               7

<PAGE>

fees), judgments, fines and amounts paid in settlement, as actually and
reasonably incurred by Employee in connection therewith except to the extent
that such expenses result from Employee's gross, willful or wanton negligence or
misconduct or fraud or criminal acts. In the event that both Employee and
Employer are made a party to the same third-party action, complaint, suit or
proceeding, Employer agrees to engage competent legal representation, and
Employee agrees to use the same representation, provided that if counsel
selected by Employer shall have a conflict of interest that prevents such
counsel from representing Employee, Employee may engage separate counsel and
Employer shall pay all attorneys' fees of such separate counsel. Further, while
Employee is expected at all times to use Employee's best efforts to faithfully
discharge his duties under this Agreement, Employee cannot be held liable to
Employer for errors or omissions made in good faith where Employee has not
exhibited gross, willful or wanton negligence or misconduct or performed
criminal and fraudulent acts that materially damage the business of Employer.

         11.      No Prior Agreements.

         Employee hereby represents and warrants to Employer that the execution
of this Agreement by Employee and his employment by Employer and the performance
of Employee's duties hereunder will not violate or be a breach of any agreement
with a former employer, client or any other person or entity. Further, Employee
agrees to indemnify Employer for any claim, including but not limited to
attorneys' fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter come to have against Employer based
upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of the
date of this Agreement.

         12.      Assignment; Binding Effect.

         Employee understands that Employer has selected him for employment on
the basis of Employee's personal qualifications, experience and skills.
Employee, therefore, shall not assign all or any portion of Employee's
performance under this Agreement, or any benefits received by Employee pursuant
to this Agreement except by will or the laws of descent. Subject to the
preceding two sentences and the express provisions of Paragraph 13 below, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives, successors
and assigns.

         13.      Change in Control.

         (a)      Employee understands and acknowledges that Employer may be
merged or consolidated with or into another entity and that such entity shall
automatically succeed to the rights and obligations of Employer hereunder or
that Employer may undergo another type of Change in Control. In the event such a
merger or consolidation or other Change in Control is initiated prior to the end
of the Term, then the provisions of this Paragraph 13 shall be applicable.

         (b)      In the event of a pending Change in Control wherein Employer
and Employee have not received written notice at least five (5) business days
prior to the anticipated closing date of the transaction giving rise to the
Change in Control from the successor to all or a substantial portion of

                                                                               8

<PAGE>

Employer's business and/or assets that such successor is willing as of the
closing to assume and agree to perform Employer's obligations under this
Agreement in the same manner and to the same extent that Employer is hereby
required to perform, then such Change in Control shall be deemed to be a
termination of this Agreement by Employer without good cause during the Term,
and (i) the noncompetition provision of Paragraph 4 shall not apply; (ii)
Employee shall receive from Employer, in a lump-sum payment due on the effective
date of such termination, an amount equal to three times the sum of (A) the
Employee's annual Base Salary and (B) the higher of (x) the highest annual bonus
paid to Employee under the Company's Annual Incentive Plan in effect on the date
hereof or a direct predecessor thereto or replacement thereof, for the past
three fiscal years and (y) the Employee's annual bonus paid or payable,
including any bonus or portion thereof which has been earned but deferred, under
the Company's Annual Incentive Plan in effect on the date hereof or a direct
predecessor thereto or replacement thereof (and annualized for any fiscal year
during which the Employee was employed for less than 12 full months), for the
most recently completed or current fiscal year during the Term; and (iii) until
the third anniversary of the effective date of such termination, Employee and,
if applicable, Employee's dependents shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Employer and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs)
(collectively, "Employer Welfare Programs") to the extent applicable generally
to other peer executives of Employer and its affiliated companies at the same
after-tax cost to Employee as if Employee was employed by Employer, but in no
event shall such Employer Welfare Programs provide Employee with benefits that
are less favorable, in the aggregate, than the most favorable of such Employer
Welfare Programs in effect for Employee at any time during the 120-day period
immediately preceding the date of such termination; provided, however if
Employer is unable to provide Employee and/or, if applicable, any of Employee's
dependents, with any benefits to which Employee or such dependent is entitled
pursuant to the terms of this Section 13(b)(iii) under any of the Employer
Welfare Programs, Employer shall at its cost provide such benefit at a level no
less favorable to Executive than would have been provided under the Employer
Welfare Programs under another plan or arrangement, including an individual
policy purchased by Employer for Employee or such dependent(s). Employee agrees
that if any benefit to be provided under the Employer Welfare Programs is
subject to the provisions of Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("COBRA"), Employee shall
make a timely COBRA election to continue such benefit under COBRA during the
applicable COBRA continuation period and Employer shall reimburse Employee for
the amount of the COBRA premiums, if any, required to be paid by Employee for
such coverage.

         (c)      Employee will be given sufficient time and opportunity to
elect whether to exercise all or any of Employee's vested options to purchase
Employer Common Stock, including any options with accelerated vesting under the
provisions of Employer's 1997 Stock Option Plan or any other Employer stock
incentive plan, such that Employee may convert the options to shares of Employer
Common Stock at or prior to the closing of the transaction giving rise to the
Change in Control, if Employee so desires.

         (d)      In the event that a successor in a pending Change in Control
gives notice pursuant to Paragraph 13(b) that it will assume Employer's
obligations under this Agreement and at the time of

                                                                               9

<PAGE>

or within twelve (12) months following such Change in Control Employee either
(i) terminates this Agreement for good reason (as defined in Paragraph 6(c) of
this Agreement) or (ii) is terminated by Employer other than for good cause (as
defined in Paragraph 6(c) of this Agreement), then effective as of the date of
such termination, (A) the noncompetition provisions of Paragraph 4 shall no
longer apply; (B) Employee shall receive from Employer, in a lump-sum payment
due on the effective date of such termination, an amount equal to three times
the sum of (1) the Employee's annual Base Salary and (2) the higher of (x) the
highest annual bonus paid to Employee under the Company's Annual Incentive Plan
in effect on the date hereof or a direct predecessor thereto or replacement
thereof, for the past three fiscal years and (y) the Employee's annual bonus
paid or payable, including any bonus or portion thereof which has been earned
but deferred, under the Company's Annual Incentive Plan in effect on the date
hereof or a direct predecessor thereto or replacement thereof (and annualized
for any fiscal year during which the Employee was employed for less than 12 full
months), for the most recently completed or current fiscal year during the Term
and (C) until the third anniversary of the effective date of such termination,
Employee and, if applicable, Employee's dependents shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Employer and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) (collectively, "Employer Welfare Programs") to the
extent applicable generally to other peer executives of Employer and its
affiliated companies at the same after-tax cost to Employee as if Employee was
employed by Employer, but in no event shall such Employer Welfare Programs
provide Employee with benefits that are less favorable, in the aggregate, than
the most favorable of such Employer Welfare Programs in effect for Employee at
any time during the 120-day period immediately preceding the date of such
termination; provided, however if Employer is unable to provide Employee and/or,
if applicable, any of Employee's dependents, with any benefits to which Employee
or such dependent is entitled pursuant to the terms of this Section 13(b)(iii)
under any of the Employer Welfare Programs, Employer shall at its cost provide
such benefit at a level no less favorable to Executive than would have been
provided under the Employer Welfare Programs under another plan or arrangement,
including an individual policy purchased by Employer for Employee or such
dependent(s). Employee agrees that if any benefit to be provided under the
Employer Welfare Programs is subject to the provisions of Part 6 of Subtitle B
of Title I of the Employee Retirement Income Security Act of 1974, as amended
("COBRA"), Employee shall make a timely COBRA election to continue such benefit
under COBRA during the applicable COBRA continuation period and Employer shall
reimburse Employee for the amount of the COBRA premiums, if any, required to be
paid by Employee for such coverage.

         (e)      A "Change in Control" shall be deemed to have occurred if:

                  (i)      any person or entity, other than Employer or an
                           employee benefit plan of Employer, acquires directly
                           or indirectly the Beneficial Ownership (as defined in
                           Section 13(d) of the Securities Exchange Act of 1934,
                           as amended) of any voting security of Employer and
                           immediately after such acquisition such person or
                           entity is, directly or indirectly, the Beneficial
                           Owner of voting securities representing 50% or more
                           of the total voting power of all of the
                           then-outstanding voting securities of Employer; or

                                                                              10

<PAGE>

                  (ii)     the following individuals no longer constitute a
                           majority of the members of the Board: (A) the
                           individuals who, as of the date hereof, constitute
                           the Board (the "Current Directors"); (B) the
                           individuals who thereafter are elected to the Board
                           and whose election, or nomination of election, to the
                           to the Board was approved by a vote of at least
                           two-thirds (2/3) of the Current Directors then still
                           in office (such directors becoming "Additional
                           Current Directors" immediately following their
                           election); and (C) the individuals who are elected to
                           the Board and whose election, or nomination for
                           election, to the Board was approved by a vote of at
                           least two-thirds (2/3) of the Current Directors and
                           Additional Current Directors then still in office
                           (such directors also becoming "Additional Current
                           Directors" immediately following their election); or

                  (iii)    the stockholders of Employer shall approve an
                           agreement for the sale or disposition by Employer of
                           all or a substantial portion of Employer's assets
                           (i.e., 50% or more of the total assets of Employer).

         (f)      Intentionally left blank.

         (g)      Employee shall be reimbursed by Employer or its successor for
all excise taxes that Employee incurs under Section 4999 of the Internal Revenue
Code of 1986, as amended, as a result of any Change in Control, such amount to
be determined by Employer or by an accounting firm chosen by Employer. In
addition, Employee shall be reimbursed by Employer or its successor for all
federal, state and local income taxes and additional excise taxes attributable
to the payment pursuant to the preceding sentence and the payment pursuant to
this sentence. The amounts, as determined and described in the preceding
sentences of this paragraph (g), will be due and payable by Employer or its
successor within ten (10) days after Employee delivers a written request for
reimbursement accompanied by a copy of Employee's tax return(s) as filed
reflecting the excise tax paid by Employee; provided, however, if Employee's tax
return reflects an excise tax amount that is less than the amount determined by
the Employer or its accounting firm pursuant to this paragraph (g), the Employer
shall be required to reimburse Employee in an amount equal to such lesser
amount. In addition, it at any time the Employee receives a refund from the
Internal Revenue Services of all or any portion of the amount of the excise tax
of federal, state or local income taxes described in this paragraph (g) that
were paid to Employee's receives receipt o such refund. The amount reimbursed by
Employer hereunder shall not be subject to offset or reduction for any amount
owed or claimed to be owed to Employer or its successor by Employee. If not paid
within ten (10) days from date of demand, the amount due under this subsection
shall bear interest at the maximum non-usurious rate allowed by law from the
date of demand to the date of payment.

                                                                              11

<PAGE>

         14.      Complete Agreement.

         This Agreement is not a promise of future employment. This Agreement,
together with that certain Employment Agreement between Employer and Employee
dated March 13, 2002 (the "Change in Control Agreement" and together with this
Agreement, the "Employment Documents") supersede any other agreements or
understandings, written or oral, between Employer and Employee, and Employee has
no oral representations, understandings or agreements with Employer or any of
its officers, directors or representatives covering the same subject matter as
the Employment Documents. The Employment Documents are the final, complete and
exclusive statement and expression of the agreement between Employer and
Employee, and the Employment Documents cannot be varied, contradicted or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a written
instrument signed by a duly authorized officer of Employer and Employee, and no
term of this Agreement may be waived except by a written instrument signed by
the party waiving the benefit of such term. To the extent that the Change in
Control Agreement conflicts with this Agreement, the terms of the Change in
Control Agreement shall control.

         15.      No Offset.

         Any severance payment(s) made pursuant to this Agreement are not
         subject to offset or reduction for any amount owed, or claimed to be
         owed, to Employer or its successor by Employee.

         16.      Notice.

         Whenever any notice is required hereunder, it shall be given in writing
addressed as follows:

         To Employer:     Quanta Services, Inc.
                          1360 Post Oak Boulevard, Suite 2100
                          Houston, Texas 77056
                          Attention: General Counsel

         To Employee:     John R. Wilson
                          99 North Post Oak Lane, # 7204
                          Houston, Texas 77024

All notices, requests, consents, and other communications under this Agreement
will be in writing and will be delivered by hand, by nationally recognized
overnight courier service, by postage prepaid first class certified or
registered mail, return receipt requested, or by facsimile with receipt
confirmed. Notices provided in accordance with this Section 16 will be deemed
delivered upon (a) personal delivery; (b) one (1) Business Day after delivery to
a nationally recognized overnight courier service; (c) three (3) Business Days
after deposit in the mail; or (d) confirmation of facsimile delivery. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph.

                                                                              12

<PAGE>

         17.      Severability, Headings.

         If any portion of this Agreement is held invalid or inoperative, the
other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by
the portion held invalid or inoperative. The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.

         18.      Arbitration.

         Any unresolved dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three (3) arbitrators in Houston, Texas, in accordance with
the National Rules of the American Arbitration Association for the Resolution of
Employment Disputes in effect on the date of the event giving rise to the claim
or the controversy. The arbitrators shall not have the authority to add to,
detract from or modify any provision hereof nor to award punitive damages to any
injured party. The arbitrators shall have the authority to order back-pay,
severance compensation, vesting of options (or cash compensation in lieu of
vesting of options), reimbursement of costs (including reasonable attorneys'
fees), including those incurred to enforce this Agreement, and interest thereon
in the event the arbitrators determine that Employee was terminated without
disability or good cause, as defined in Paragraphs 6(b) and 6(c) hereof,
respectively, or that Employer has otherwise materially breached this Agreement.
A decision by a majority of the arbitration panel shall be final and binding.
Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The direct expense of any arbitration proceeding shall be borne by
Employer.

         19.      Governing Law.

         This Agreement shall in all respects be construed according to the laws
of the State of Texas.

         20.      Counterparts.

         This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                                                              13

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

EMPLOYER:                                       EMPLOYEE:
QUANTA SERVICES, INC.                           JOHN R. WILSON

By:  /s/ JOHN R. COLSON                         By:  /s/ JOHN R. WILSON
    -------------------------                       ----------------------------
    John R. Colson, CEO                             John R. Wilson, Individually

                                                                              14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>10
<FILENAME>h08130exv10w47.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - LUKE T. SPALJ
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.47

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement (the "Agreement"), by
and between Quanta Services, Inc., a Delaware corporation ("Employer"), and Luke
T. Spalj ("Employee"), is hereby entered into and effective as of this 21st day
of May 2003.

                                 R E C I T A L S

         A.       As of the date of this Agreement, Employer is engaged
primarily in the business of specialty electrical contracting for electric
utilities, telecommunications and cable television providers, and
transportation, commercial and industrial customers.

         B.       Employee is employed hereunder by Employer in a confidential
relationship wherein Employee, in the course of Employee's employment with
Employer, has and will continue to become familiar with and aware of non-public
information of Employer, including but not limited to, Employer's customers,
specific manner of doing business, including the processes, techniques and trade
secrets utilized by Employer, and future plans with respect thereto
("Confidential Information"), all of which has been and will be established and
maintained at great expense to Employer; this information is a trade secret and
constitutes the valuable goodwill of Employer.

                               A G R E E M E N T S

         In consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, the parties hereto
hereby agree as follows:

         1.       Employment and Duties.

         (a)      Employer hereby employs Employee as President of
Telecommunications and Cable Operations of the Employer. As such, Employee shall
have responsibilities, duties and authority reasonably accorded to and expected
of a President of Telecommunications and Cable Operations of the Employer and
will report directly to the Chief Executive Officer of Employer. Employee hereby
accepts this employment upon the terms and conditions herein contained and,
subject to Paragraph 1(c) hereof, agrees to devote Employee's time, attention
and efforts to promote and further the business of Employer.

         (b)      Employee shall faithfully adhere to, execute and fulfill all
reasonable policies established by the Board of Directors of Employer (the
"Board").

<PAGE>

         (c)      Employee shall not, during the term of his employment
                  hereunder, be engaged in any other business activity pursued
                  for gain, profit or other pecuniary advantage if such activity
                  interferes with Employee's duties and responsibilities
                  hereunder. The foregoing limitations shall not be construed as
                  prohibiting Employee from making personal investments in such
                  form or manner as will neither require Employee's significant
                  services in the operation or affairs of the companies or
                  enterprises in which such investments are made nor violate the
                  terms of Paragraph 4 hereof.

         (d)      Following termination of Employee's employment with Employment
                  with Employer for any reason, Employee shall immediately
                  resign form any and all offices and positions he holds with
                  Employer or any subsidiary, or affiliated entity, of Employer.

         2.       Compensation.

         For all services rendered by Employee, Employer shall compensate
Employee during Employee's period of employment hereunder as follows:

         (a)      Base Salary. The base salary payable to Employee shall be
$300,000 per year, payable on a regular basis in accordance with Employer's
standard payroll procedures but not less than monthly. On at least an annual
basis, the Board will review Employee's performance and may make increases to
such base salary if, in its discretion, any such increase is warranted. Such
recommended increase would, in all likelihood, require approval by the Board or
a duly constituted committee thereof.

         (b)      Incentive Bonus Plan. Employee shall participate in Employer's
Management Incentive Bonus Plan for the fiscal year ending December 31, 2003 at
a level commensurate with Employee's position, and subject to adjustment
periodically based on competitive practices of the peer group used by Employer
for purposes of competitive compensation benchmarking payable in cash or
equities as determined by Employer in its sole discretion. Employee will
participate in other current and future incentive bonus plans as determined by
the Board or a duly constituted committee thereof.

         (c)      Executive Perquisites, Benefits, and Other Compensation.
Employee shall be entitled to receive additional benefits and compensation from
Employer in such form and to such extent as specified below:

                  (i)      Payment of all premiums for coverage for Employee and
         Employee's dependent family members under health, hospitalization,
         disability, dental, life and other insurance plans that Employer may
         have in effect from time to time.

                  (ii)     Reimbursement for all business travel and other
         out-of-pocket expenses reasonably incurred by Employee in the
         performance of Employee's services pursuant to this Agreement. Employee
         shall appropriately document, in reasonable detail, all reimbursable

                                                                               2

<PAGE>

         expenses upon submission of any request for reimbursement, and in a
         format and manner consistent with Employer's expense reporting policy.

                  (iii)    Employer shall provide Employee with other executive
         perquisites as may be available to or deemed appropriate for Employee
         by the Board and participation in all other Employer-wide employee
         benefits as available from time to time.

         3.       [Intentionally left blank.]

         4.       Non-Competition.

         (a)      Employee hereby agrees that Employee will not (without
Employer's consent), during the period of Employee's employment with Employer,
and for a period of one (1) year following Employee's voluntary termination with
Employer or any direct or indirect subsidiary of Employer, or the termination of
Employee's employment with Employer or any direct or indirect subsidiary of
Employer "for cause," directly or indirectly, for himself or on behalf of or in
conjunction with any other person, persons, company, partnership, corporation or
business of whatever nature:

                  (i)      engage, as an officer, director, shareholder, owner,
         partner, joint venturer or in a managerial capacity, whether as an
         employee, independent contractor, consultant or advisor or as a sales
         representative, in any business that competes with Employer or any
         direct or indirect subsidiary of Employer within 150 miles of (A) where
         Employer or any of its subsidiaries conducts business, or has conducted
         business within the past three (3) years or (B) where Employer or any
         direct or indirect subsidiary of Employer conducts business that is,
         within six (6) months prior to the date of termination of employment,
         business under his supervision or managerial authority (such areas
         being herein referred to as the "Territory");

                  (ii)     call upon any person who is, at that time, an
         employee or consultant of Employer (including the direct or indirect
         subsidiaries thereof) for the purpose or with the intent of enticing
         such employee or consultant away from or out of the employ of Employer
         (including the direct or indirect subsidiaries thereof); or

                  (iii)    call upon any person or entity which is, at that
         time, or which has been, within one (1) year prior to that time, a
         customer of Employer (including the direct or indirect subsidiaries
         thereof) within the Territory for the purpose of soliciting or selling
         products or services in direct competition with Employer or any direct
         or indirect subsidiary of Employer within the Territory.

         Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit (A) Employee from acquiring, as a passive investor with no
involvement in the operations of the business, not more than one percent (1%) of
the capital stock of a competing business, whose stock is traded on a national
securities exchange, the Nasdaq Stock market or over-the-counter, (B) the
ownership of Employee of equity interests in Rice Lake Contracting or Deerwood
Bancshares, Inc. ("Deerwood"), (C) the financing, in the ordinary course of
business, of any Competitive Business or any subcontractor of Employer by
Deerwood or an Affiliate of Deerwood.

                                                                               3

<PAGE>

         (b)      Because of the difficulty of measuring economic losses to
Employer as a result of a breach of the foregoing covenant, and because of the
immediate and irreparable damage that could be caused to Employer for which it
would have no other adequate remedy, Employee agrees that the foregoing covenant
may be enforced by Employer in the event of breach by him, by injunctions,
restraining orders, and other equitable actions.

         (c)      It is agreed by the parties that the foregoing covenants in
this Paragraph 4 impose a reasonable restraint on Employee in light of the
activities and business of Employer (including Employer's direct and indirect
subsidiaries) on the date of the execution of this Agreement and the current
plans of Employer (including Employer's direct and indirect subsidiaries); but
it is also the intent of Employer and Employee that such covenants be construed
and enforced in accordance with the changing activities, business and locations
of Employer (including Employer's direct and indirect subsidiaries) throughout
the term of this Agreement, whether before or after the date of termination of
the employment of Employee. For example, if, during the term of this Agreement,
Employer (including Employer's direct and indirect subsidiaries) engages in new
and different activities, enters a new business or establishes new locations for
its current activities or business in addition to or other than the activities
or business enumerated under the Recitals above or the locations currently
established therefor, then Employee will be precluded from soliciting the
customers or employees of such new activities or business or from such new
location and from directly competing with such new business within 100 miles of
its then-established operating location(s) through the term of this Agreement.

         It is further agreed by the parties hereto that, in the event that
Employee shall cease to be employed hereunder, and shall enter into a business
or pursue other activities not in competition with Employer (including
Employer's direct and indirect subsidiaries), or similar activities, or business
in locations the operation of which, under such circumstances, does not violate
clause (a) (i) of this Paragraph 4, and in any event such new business,
activities or location are not in violation of this Paragraph 4 or of employee's
obligations under this Paragraph 4, if any, Employee shall not be chargeable
with a violation of this Paragraph 4 if Employer (including Employer's direct
and indirect subsidiaries) shall thereafter enter the same, similar or a
competitive (i) business, (ii) course of activities or (iii) location, as
applicable.

         (d)      The covenants in this Paragraph 4 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and the Agreement shall be reformed in accordance therewith.

         (e)      All of the covenants in this Paragraph 4 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against Employer, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Employer of such covenants.

                                                                               4

<PAGE>

         (f)      Notwithstanding any other provision of this Agreement, if
Employee's employment is terminated by Employer for other than good cause, then
no non-competition provision shall be enforceable for any period of time
following expiration of the Severance Period as defined in Paragraph 6(d) below.

         5.       Place of Performance.

         Nothing contained herein shall be deemed to require Employee to
relocate from Employee's current residence to a geographic location other than
the Houston, Texas metropolitan area to carry out Employee's duties and
responsibilities under this Agreement.

         6.       Term; Termination; Rights on Termination.

         The term of this Agreement shall begin on the date hereof and continue
for three (3) years (the "Initial Term"), and thereafter, unless terminated
sooner as herein provided, shall automatically renew for consecutive one-year
terms on the same terms and conditions in effect as of the time of each such
renewal (each such one-year term, a "Renewal Term" and, all Renewal Terms
together with the Initial Term, the "Term"). This Agreement and/or Employee's
employment may be terminated in any one of the followings ways:

         (a)      Death. The death of Employee shall immediately terminate this
Agreement with no severance compensation due to Employee's estate.

         (b)      Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been absent from Employee's
full-time duties hereunder for four (4) consecutive months, then thirty (30)
days after receiving written notice (which notice may occur before or after the
end of such four (4) month period, but which shall not be effective earlier than
the last day of such four (4) month period), Employer may terminate Employee's
employment hereunder provided Employee is unable to resume Employee's full-time
duties at the conclusion of such notice period. Also, Employee may terminate
Employee's employment hereunder if his health should become impaired to an
extent that makes the continued performance of Employee's duties hereunder
hazardous to Employee's physical or mental health or life, provided that
Employee shall have furnished Employer with a written statement from a qualified
doctor to such effect and provided, further, that, at Employer's request made
within thirty (30) days of the date of such written statement, Employee shall
submit to an examination by a doctor selected by Employer who is reasonably
acceptable to Employee or Employee's doctor and such doctor shall have concurred
in the conclusion of Employee's doctor. In the event this Agreement is
terminated as a result of Employee's disability, Employee shall receive from
Employer, in a lump-sum payment due within ten (10) days of the effective date
of termination, the base salary at the rate then in effect for whatever time
period is remaining under the Term of this Agreement or for one (1) year,
whichever amount is greater.

         (c)      Good Cause; Good Reason. Employer may terminate the Agreement
ten (10) days after delivery of written notice to Employee for "good cause",
which shall be: (i) Employee's willful, material and irreparable breach of this
Agreement; (ii) Employee's gross negligence in the performance or intentional
nonperformance or inattention continuing for ten (10) days after receipt of

                                                                               5

<PAGE>

written notice of need to cure of any of Employee's material duties and
responsibilities hereunder; (iii) Employee's willful dishonesty, fraud or
material misconduct with respect to the business or affairs of Employer; (iv)
Employee's conviction of a felony crime; or (v) chronic alcohol abuse or illegal
drug abuse by Employee. In the event of a termination for good cause, as
enumerated above, Employee shall have no right to any severance compensation.

         Employee may terminate his employment under this Agreement ten (10)
days after delivery of written notice to Employer for "good reason", which shall
exist if, within twelve (12) months following a Change in Control, Employee (i)
is offered a Lesser Position (as defined below), or (ii) is required to relocate
in violation of Paragraph 5 of this Agreement. "Lesser Position" shall mean a
new position or a change in the Employee's position, which, compared with
Employee's position with Employer immediately prior to the Change in Control,
(i) offers a lower level of compensation (including base salary, fringe benefits
and target bonuses under any corporate-performance based bonus or incentive
programs), or (ii) materially reduces Employee's duties or level of
responsibility. In the event of such a termination of his employment, Employee
shall be entitled to receive severance benefits as provided in Paragraph 13 (d)
below.

         (d)      Without Good Cause. At any time after the commencement of
employment, either Employee or Employer may, without good reason or good cause,
respectively, terminate this Agreement and Employee's employment, effective
thirty (30) days after written notice is provided to the other party. Should
Employee be terminated by Employer without good cause during the Term, Employer
shall deliver to Employee promptly a waiver and release agreement waiving and
releasing any claims Employee may have against Employer under the terms of this
Agreement in form reasonably satisfactory to Employer and Employee, and upon
Employee's execution thereof, Employee shall receive from Employer, in a
lump-sum payment due on the effective date of termination, the base salary at
the rate then in effect for whatever time period is remaining under the Term
(the Initial Term or the then current Renewal Term, as applicable) or for one
(1) year, whichever amount is greater (such period of time, the "Severance
Period"). If Employee resigns or otherwise terminates Employee's employment
without good reason pursuant to this Paragraph 6(d), Employee shall receive no
severance compensation.

         (e)      Change in Control of Employer. In the event of a "Change in
Control of Employer" (as defined below) during the Term, refer to Paragraph 13
below.

         Upon termination of his employment for any reason provided above,
Employee shall be entitled to receive all compensation earned and all benefits
and reimbursements due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided above or in
Paragraph 13 hereof. All other rights and obligations of Employer and Employee
under this Agreement shall cease as of the effective date of termination, except
that Employer's obligations under Paragraph 10 hereof and Employee's obligations
under Paragraphs 4, 7, 8, 9, 11 and 18 hereof shall survive such termination in
accordance with their terms.

         If termination of Employee's employment arises out of Employer's
failure to pay Employee on a timely basis the amounts to which he is entitled
under this Agreement or as a result of any other

                                                                               6

<PAGE>

breach of this Agreement by Employer, as determined by a court of competent
jurisdiction or pursuant to the provisions of Paragraph 18 below, Employer shall
pay all amounts and damages to which Employee may be entitled as a result of
such breach, including interest thereon and all reasonable legal fees and
expenses and other costs incurred by Employee to enforce Employee's rights
hereunder.

         7.       Return of Company Property.

         All records, designs, patents, business plans, financial statements,
manuals, memoranda, lists and other property delivered to or compiled by
Employee by or on behalf of Employer, or its representatives, vendors or
customers which pertain to the business of Employer shall be and remain the
property of Employer, and be subject at all times to its discretion and control.
Likewise, all correspondence, reports, records, charts, advertising materials,
and other similar data pertaining to the business, activities or future plans of
Employer which is collected by Employee shall be delivered promptly to Employer
without request by it upon termination of Employee's employment.

         8.       Inventions.

         Employee shall disclose promptly to Employer any and all significant
conceptions and ideas for inventions, improvements and valuable discoveries,
whether patentable or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment or within one (1) year
hereafter, and which are directly related to the business or activities of
Employer and which Employee conceives as a result of Employee's employment by
Employer. Employee hereby assigns and agrees to assign all of Employee's
interests therein to Employer or its nominee. Whenever requested to do so by
Employer, Employee shall execute any and all applications, assignments or other
instruments that Employer shall deem necessary to apply for and obtain Letters
Patent of the United States or any foreign country or to otherwise protect
Employer's interest therein.

         9.       Trade Secrets.

         Employee agrees that he will not, during or after the Term of this
Agreement with Employer, disclose the specific terms of Employer's or its
subsidiaries' relationships or agreements with its significant vendors or
customers or any other significant and material trade secret of Employer or its
subsidiaries, whether in existence or proposed, to any person, firm,
partnership, corporation or business for any reason or purpose whatsoever other
than in the course of performing Employee's duties hereunder.

         10.      Indemnification.

         In the event Employee is made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by Employer against Employee), by reason of
the fact that Employee is or was performing services under this Agreement, then
Employer shall indemnify Employee against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, as actually and
reasonably incurred by Employee in connection therewith except to the extent
that such expenses result from Employee's

                                                                               7

<PAGE>

gross, willful or wanton negligence or misconduct or fraud or criminal acts. In
the event that both Employee and Employer are made a party to the same
third-party action, complaint, suit or proceeding, Employer agrees to engage
competent legal representation, and Employee agrees to use the same
representation, provided that if counsel selected by Employer shall have a
conflict of interest that prevents such counsel from representing Employee,
Employee may engage separate counsel and Employer shall pay all attorneys' fees
of such separate counsel. Further, while Employee is expected at all times to
use Employee's best efforts to faithfully discharge his duties under this
Agreement, Employee cannot be held liable to Employer for errors or omissions
made in good faith where Employee has not exhibited gross, willful or wanton
negligence or misconduct or performed criminal and fraudulent acts that
materially damage the business of Employer.

         11.      No Prior Agreements.

         Employee hereby represents and warrants to Employer that the execution
of this Agreement by Employee and his employment by Employer and the performance
of Employee's duties hereunder will not violate or be a breach of any agreement
with a former employer, client or any other person or entity. Further, Employee
agrees to indemnify Employer for any claim, including but not limited to
attorneys' fees and expenses of investigation, by any such third party that such
third party may now have or may hereafter come to have against Employer based
upon or arising out of any noncompetition agreement, invention or secrecy
agreement between Employee and such third party which was in existence as of the
date of this Agreement.

         12.      Assignment; Binding Effect.

         Employee understands that Employer has selected him for employment on
the basis of Employee's personal qualifications, experience and skills.
Employee, therefore, shall not assign all or any portion of Employee's
performance under this Agreement, or any benefits received by Employee pursuant
to this Agreement except by will or the laws of descent.. Subject to the
preceding two sentences and the express provisions of Paragraph 13 below, this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, legal representatives, successors
and assigns.

         13.      Change in Control.

         (a)      Employee understands and acknowledges that Employer may be
merged or consolidated with or into another entity and that such entity shall
automatically succeed to the rights and obligations of Employer hereunder or
that Employer may undergo another type of Change in Control. In the event such a
merger or consolidation or other Change in Control is initiated prior to the end
of the Term, then the provisions of this Paragraph 13 shall be applicable.

         (b)      In the event of a pending Change in Control wherein Employer
and Employee have not received written notice at least five (5) business days
prior to the anticipated closing date of the transaction giving rise to the
Change in Control from the successor to all or a substantial portion of
Employer's business and/or assets that such successor is willing as of the
closing to assume and agree to perform Employer's obligations under this
Agreement in the same manner and to the same extent

                                                                               8

<PAGE>

that Employer is hereby required to perform, then such Change in Control shall
be deemed to be a termination of this Agreement by Employer without good cause
during the Term, and (i) the noncompetition provision of Paragraph 4 shall not
apply; (ii) Employee shall receive from Employer, in a lump-sum payment due on
the effective date of such termination, an amount equal to three times the sum
of (A) the Employee's annual Base Salary and (B) the higher of (x) the highest
annual bonus paid to Employee under the Company's Annual Incentive Plan in
effect on the date hereof or a direct predecessor thereto or replacement thereof
for the past three fiscal years and (y) the Employee's annual bonus paid or
payable, including any bonus or portion thereof which has been earned but
deferred, under the Company's Annual Incentive Plan in effect on the date hereof
or a direct predecessor thereto or replacement thereof (and annualized for any
fiscal year during which the Employee was employed for less than 12 full
months), for the most recently completed or current fiscal year during the Term;
and (iii) until the third anniversary of the effective date of such termination,
Employee and, if applicable, Employee's dependents shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Employer and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) (collectively, "Employer Welfare Programs") to the
extent applicable generally to other peer executives of Employer and its
affiliated companies at the same after-tax cost to Employee as if Employee was
employed by Employer, but in no event shall such Employer Welfare Programs
provide Employee with benefits that are less favorable, in the aggregate, than
the most favorable of such Employer Welfare Programs in effect for Employee at
any time during the 120-day period immediately preceding the date of such
termination; provided, however if Employer is unable to provide Employee and/or,
if applicable, any of Employee's dependents, with any benefits to which Employee
or such dependent is entitled pursuant to the terms of this Section 13(b)(iii)
under any of the Employer Welfare Programs, Employer shall at its cost provide
such benefit at a level no less favorable to Executive than would have been
provided under the Employer Welfare Programs under another plan or arrangement,
including an individual policy purchased by Employer for Employee or such
dependent(s). Employee agrees that if any benefit to be provided under the
Employer Welfare Programs is subject to the provisions of Part 6 of Subtitle B
of Title I of the Employee Retirement Income Security Act of 1974, as amended
("COBRA"), Employee shall make a timely COBRA election to continue such benefit
under COBRA during the applicable COBRA continuation period and Employer shall
reimburse Employee for the amount of the COBRA premiums, if any, required to be
paid by Employee for such coverage.

         (c)      Employee will be given sufficient time and opportunity to
elect whether to exercise all or any of Employee's vested options to purchase
Employer Common Stock, including any options with accelerated vesting under the
provisions of Employer's 1997 Stock Option Plan, or any other Employer stock
incentive plan, such that Employee may convert the options to shares of Employer
Common Stock at or prior to the closing of the transaction giving rise to the
Change in Control, if Employee so desires.

         (d)      In the event that a successor in a pending Change in Control
gives notice pursuant to Paragraph 13(b) that it will assume Employer's
obligations under this Agreement and at the time of or within twelve (12) months
following such Change in Control Employee either (i) terminates this Agreement
for good reason (as defined in Paragraph 6(c) of this Agreement) or (ii) is
terminated by

                                                                               9

<PAGE>

Employer other than for good cause (as defined in Paragraph 6(c) of this
Agreement), then effective as of the date of such termination, (A) the
noncompetition provisions of Paragraph 4 shall no longer apply, (B) Employee
shall receive from Employer, in a lump-sum payment due on the effective date of
such termination, an amount equal to three times the sum of (1) the Employee's
annual Base Salary and (2) the higher of (x) the highest annual bonus paid to
Employee under the Company's Annual Incentive Plan in effect on the date hereof
or a direct predecessor thereto or replacement thereof, for the past three
fiscal years and (y) the Employee's annual bonus paid or payable, including any
bonus or portion thereof which has been earned but deferred, under the Company's
Annual Incentive Plan in effect on the date hereof or a direct predecessor
thereto or replacement thereof (and annualized for any fiscal year during which
the Employee was employed for less than 12 full months), for the most recently
completed or current fiscal year during the Term and (C) until the third
anniversary of the effective date of such termination, Employee and, if
applicable, Employee's dependents shall be eligible for participation in and
shall receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Employer and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee life,
group life, accidental death and travel accident insurance plans and programs)
(collectively, "Employer Welfare Programs") to the extent applicable generally
to other peer executives of Employer and its affiliated companies at the same
after-tax cost to Employee as if Employee was employed by Employer, but in no
event shall such Employer Welfare Programs provide Employee with benefits that
are less favorable, in the aggregate, than the most favorable of such Employer
Welfare Programs in effect for Employee at any time during the 120-day period
immediately preceding the date of such termination; provided, however if
Employer is unable to provide Employee and/or, if applicable, any of Employee's
dependents, with any benefits to which Employee or such dependent is entitled
pursuant to the terms of this Section 13(b)(iii) under any of the Employer
Welfare Programs, Employer shall at its cost provide such benefit at a level no
less favorable to Executive than would have been provided under the Employer
Welfare Programs under another plan or arrangement, including an individual
policy purchased by Employer for Employee or such dependent(s). Employee agrees
that if any benefit to be provided under the Employer Welfare Programs is
subject to the provisions of Part 6 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("COBRA"), Employee shall
make a timely COBRA election to continue such benefit under COBRA during the
applicable COBRA continuation period and Employer shall reimburse Employee for
the amount of the COBRA premiums, if any, required to be paid by Employee for
such coverage.

         (e)      A "Change in Control" shall be deemed to have occurred if:

                  (i)      any person or entity, other than Employer or an
                           employee benefit plan of Employer, acquires directly
                           or indirectly the Beneficial Ownership (as defined in
                           Section 13(d) of the Securities Exchange Act of 1934,
                           as amended) of any voting security of Employer and
                           immediately after such acquisition such person or
                           entity is, directly or indirectly, the Beneficial
                           Owner of voting securities representing 50% or more
                           of the total voting power of all of the
                           then-outstanding voting securities of Employer;

                                                                              10

<PAGE>

                  (ii)     the following individuals no longer constitute a
                           majority of the members of the Board: (A) the
                           individuals who, as of the date hereof, constitute
                           the Board (the "Current Directors"); (B) the
                           individuals who thereafter are elected to the Board
                           and whose election, or nomination of election, to the
                           to the Board was approved by a vote of at least
                           two-thirds (2/3) of the Current Directors then still
                           in office (such directors becoming "Additional
                           Current Directors" immediately following their
                           election); and (C) the individuals who are elected to
                           the Board and whose election, or nomination for
                           election, to the Board was approved by a vote of at
                           least two-thirds (2/3) of the Current Directors and
                           Additional Current Directors then still in office
                           (such directors also becoming "Additional Current
                           Directors" immediately following their election); or

                  (iii)    the stockholders of Employer shall approve an
                           agreement for the sale or disposition by Employer of
                           all or a substantial portion of Employer's assets
                           (i.e., 50% or more of the total assets of Employer).

         (f)      Intentionally left blank.

         (g)      Employee shall be reimbursed by Employer or its successor for
all excise taxes that Employee incurs under Section 4999 of the Internal Revenue
Code of 1986, as amended, as a result of any Change in Control, such amount
determined by Employer or by an accounting firm chosen by Employer. In addition,
Employee shall be reimbursed by Employer or its successor for all federal, state
and local income taxes and additional excise taxes attributable to the payment
pursuant to the preceding sentence and the payment pursuant to this sentence.
The amounts, as determined and described in the preceding sentences of this
paragraph (g) will be due and payable by Employer or its successor within ten
(10) days after Employee delivers a written request for reimbursement
accompanied by a copy of Employee's tax return(s) as filed reflecting the excise
tax paid by Employee; provided however, if Employee's tax return reflects an
excise tax amount that is less than the amount determined by the Employer or its
accounting firm pursuant to this paragraph (g), the Employer shall be required
to reimburse Employee in an amount equal to such lesser amount. In addition, if
at any time the Employee receives a refund from all the Internal Revenue Service
of all or any portion of the amount of the excise tax or federal, state or local
income taxes described in this paragraph (g) that were paid to Employee by
Employer, Employee shall pay Employer the amount of the refund with in ten (10)
days of Employee's receipt of such refund. The amount reimbursed by Employer
hereunder shall not be subject to offset or reduction for any amount owed or
claimed to be owed to Employer or its successor by Employee. If not paid within
ten (10) days from date of demand, the amount due under this subsection shall
bear interest at the maximum non-usurious rate allowed by law from the date of
demand to the date of payment.

         14.      Complete Agreement.

         This Agreement is not a promise of future employment. This Agreement,
together with that

                                                                              11

<PAGE>

certain Employment Agreement between Employer and Employee dated March 13, 2002
(the "Change in Control Agreement" and together with this Agreement, the
"Employment Documents") supersede any other agreements or understandings,
written or oral, between Employer and Employee, and Employee has no oral
representations, understandings or agreements with Employer or any of its
officers, directors or representatives covering the same subject matter as the
Employment Documents. The Employment Documents are the final, complete and
exclusive statement and expression of the agreement between Employer and
Employee, and the Employment Documents cannot be varied, contradicted or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a written
instrument signed by a duly authorized officer of Employer and Employee, and no
term of this Agreement may be waived except by a written instrument signed by
the party waiving the benefit of such term. To the extent that the Change in
Control Agreement conflicts with this Agreement, the terms of the Change in
Control Agreement shall control.

         15.      No Offset.

         Severance payment(s) made pursuant to this Agreement are not subject to
offset or reduction for any amount owed, or claimed to be owed, to Employer or
its successor by Employee.

         16.      Notice.

         Whenever any notice is required hereunder, it shall be given in writing
addressed as follows:

         To Employer:          Quanta Services, Inc.
                               1360 Post Oak Boulevard, Suite 2100
                               Houston, Texas 77056
                               Attention: General Counsel

         To Employee:          Luke T. Spalj
                               99 North Post Oak Lane, #2203
                               Houston, Texas 77024

All notices, requests, consents, and other communications under this Agreement
will be in writing and will be delivered by hand, by nationally recognized
overnight courier service, by postage prepaid first class certified or
registered mail, return receipt requested, or by facsimile with receipt
confirmed. Notices provided in accordance with this Section 16 will be deemed
delivered upon (a) personal delivery; (b) one (1) Business Day after delivery to
a nationally recognized overnight courier service; (c) three (3) Business Days
after deposit in the mail; or (d) confirmation of facsimile delivery. Either
party may change the address for notice by notifying the other party of such
change in accordance with this paragraph.

         17.      Severability, Headings.

         If any portion of this Agreement is held invalid or inoperative, the
other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by
the portion held invalid or inoperative. The paragraph headings

                                                                              12

<PAGE>

herein are for reference purposes only and are not intended in any way to
describe, interpret, define or limit the extent or intent of the Agreement or of
any part hereof.

         18.      Arbitration.

         Any unresolved dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration, conducted
before a panel of three (3) arbitrators in Houston, Texas, in accordance with
the National Rules of the American Arbitration Association for the Resolution of
Employment Disputes in effect on the date of the event giving rise to the claim
or the controversy. The arbitrators shall not have the authority to add to,
detract from or modify any provision hereof nor to award punitive damages to any
injured party. The arbitrators shall have the authority to order back-pay,
severance compensation, vesting of options (or cash compensation in lieu of
vesting of options), reimbursement of costs (including reasonable attorneys'
fees), including those incurred to enforce this Agreement, and interest thereon
in the event the arbitrators determine that Employee was terminated without
disability or good cause, as defined in Paragraphs 6(b) and 6(c) hereof,
respectively, or that Employer has otherwise materially breached this Agreement.
A decision by a majority of the arbitration panel shall be final and binding.
Judgment may be entered on the arbitrators' award in any court having
jurisdiction. The direct expense of any arbitration proceeding shall be borne by
Employer.

         19.      Governing Law.

         This Agreement shall in all respects be construed according to the laws
of the State of Texas.

         20.      Counterparts.

         This Agreement may be executed simultaneously in two (2) or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                                                              13

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

EMPLOYER:                                       EMPLOYEE:
QUANTA SERVICES, INC.                           LUKE T. SPALJ

By:  /s/ JOHN R. COLSON                         By:  /s/ LUKE T. SPALJ
    ------------------------------                  ----------------------------
    John R. Colson, CEO                             Luke T. Spalj, Individually

                                                                              14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>11
<FILENAME>h08130exv31w1.txt
<DESCRIPTION>CERTIFICATION OF CEO PURSUANT TO SECTION 302
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.1

I, John R. Colson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quanta Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

         a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

         b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date:  August 13, 2003              By: /s/ JOHN R. COLSON
                                        ----------------------
                                        John R. Colson,
                                        Chairman and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>12
<FILENAME>h08130exv31w2.txt
<DESCRIPTION>CERTIFICATION OF CFO PURSUANT TO SECTION 302
<TEXT>
<PAGE>

                                                                    EXHIBIT 31.2

I, James H. Haddox, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Quanta Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

         b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

         a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

         b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date:  August 13, 2003                      By: /s/ JAMES H. HADDOX
                                                --------------------
                                                James H. Haddox,
                                                Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>13
<FILENAME>h08130exv32w1.txt
<DESCRIPTION>CERTIFICATION OF CEO PURSUANT TO SECTION 906
<TEXT>
<PAGE>

                                                                    Exhibit 32.1

                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, John R. Colson, as Chief Executive Officer of Quanta Services, Inc.
(the "Company") certify, pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (1) the accompanying Form 10-Q report for the period ending June 30,
2003 as filed with the U.S. Securities and Exchange Commission (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated:  August 13, 2003

                                                     /s/ JOHN R. COLSON
                                                     ---------------------------
                                                     John R. Colson,
                                                     Chief Executive Officer
                                                     of the Company

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>14
<FILENAME>h08130exv32w2.txt
<DESCRIPTION>CERTIFICATION OF CFO PURSUANT TO SECTION 906
<TEXT>
<PAGE>

                                                                    Exhibit 32.2

                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, James H. Haddox, as Chief Financial Officer of Quanta Services, Inc.
(the "Company") certify, pursuant to 18 U.S.C. Section 1350, as adopted by
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (1) the accompanying Form 10-Q report for the period ending June 30,
2003 as filed with the U.S. Securities and Exchange Commission (the "Report")
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated:  August 13, 2003

                                                     /s/ JAMES H. HADDOX
                                                     ---------------------------
                                                     James H. Haddox,
                                                     Chief Financial Officer
                                                     of the Company

</TEXT>
</DOCUMENT>
</SUBMISSION>
