<SUBMISSION>
<ACCESSION-NUMBER>0000950129-03-005031
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20031021
<ITEMS>5
<ITEMS>7
<FILING-DATE>20031021
<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>8-K
<ACT>34
<FILE-NUMBER>001-13831
<FILM-NUMBER>03949072
</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>8-K
<SEQUENCE>1
<FILENAME>h09817e8vk.txt
<DESCRIPTION>QUANTA SERVICES, INC.- OCTOBER 21, 2003
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): October 21, 2003


                              QUanta services, Inc.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


            1-13831                                       74-2851603
     (Commission File No.)                    (IRS Employer Identification No.)


                       1360 Post Oak Boulevard, Suite 2100
                              Houston, Texas 77056
          (Address of principal executive offices, including ZIP code)



                                 (713) 629-7600
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 5. OTHER EVENTS.

         On October 21, 2003, Quanta issued a press release announcing, among
other matters, the completion of the offering of $225 million aggregate
principal amount of convertible subordinated debentures. A copy of the press
release is attached hereto as Exhibit 99.1.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

         The following exhibits are filed as part of this Current Report on Form
8-K:

         Exhibit No.      Exhibit
         -----------      -------

            99.1          Press Release of Quanta Services Inc. dated
                          October 21, 2003

                                    SIGNATURE

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


Dated: October 21, 2003
                                     QUANTA SERVICES, INC.


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


<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit No.         Exhibit
-----------         -------
<S>                 <C>

    99.1            Press Release of Quanta Services Inc. dated October 21, 2003
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>h09817exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED OCTOBER 21, 2003
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1


[QUANTA SERVICES LOGO]                                             PRESS RELEASE

03-12
FOR IMMEDIATE RELEASE

Contacts:  James Haddox, CFO                   Ken Dennard / ksdennard@drg-e.com
           Reba Reid                           Lisa Elliott / lelliott@drg-e.com
           Quanta Services, Inc.               DRG&E
           713-629-7600                        713-529-6600


                  QUANTA SERVICES COMPLETES OFFERING OF 4.50%
                  CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023


HOUSTON - OCTOBER 21, 2003 - Quanta Services, Inc. (NYSE:PWR) today announced
the completion of the offering of $225 million aggregate principal amount of
its 4.50% Convertible Subordinated Debentures due 2023 in a private placement
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). Subject to the satisfaction of certain conditions, the
debentures will be convertible into shares of Quanta Services common stock at
an initial rate of 89.7989 shares of common stock per $1,000 principal amount
of debentures (or a conversion price of approximately $11.14 per share of
common stock).

         Quanta Services intends to use the net proceeds of approximately
$218.1 million from the offering to repay approximately $106.1 million in
principal amount of its senior secured notes and to pay associated make-whole
prepayment premiums in the amount of approximately $15.8 million. Because
Quanta Services has no outstanding borrowings under its existing credit
facility, it will use the remaining net proceeds of the offering to cash
collateralize letters of credit outstanding under the facility.

         The debentures have been offered only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act. The debentures and
the shares of common stock issuable upon conversion of the debentures have not
been registered under the Securities Act or any state securities laws. Unless
so registered, the debentures and the shares of common stock issuable upon
conversion of the debentures may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.

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

Statements in this press release that contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, include,
but are not limited to, statements regarding the offering, the issuance of the
debentures and the amount and use of proceeds. Such statements are based on
management's belief as well as assumptions made by and information currently
available to management, and such statements are inherently subject to a
variety of risks and uncertainties. Although Quanta's management believes that
the expectations reflected in such forward-looking statements are reasonable,
it can give no assurance that such expectations will prove to have been
correct. These risk factors include, among others, risks of a continued
economic downturn that could lead to less demand for Quanta's services,
Quanta's inability to access sufficient funding in the future to finance
desired growth, possible variations in Quanta's operating results, Quanta's
dependence on fixed price contracts, possible adverse effects on Quanta's
results of operations due to goodwill impairments, possible contract
cancellations, the potential for rapid technological and structural changes in
the industries Quanta serves which could reduce the demand for Quanta's
services, competition, inability or failure to obtain or maintain necessary
performance bonds, failure to generate internal growth, limitations of Quanta's
corporate management infrastructure, departure of key personnel, risks related
to Quanta's unionized workforce, the inability to attract and retain qualified
employees, self-insurance, potential environmental liabilities, the ability of
Quanta to effectively integrate the operations of acquired companies, potential
conflicts of interest resulting from First Reserve's investment in Quanta,
limitations on the ability to seek remedies against Arthur Andersen LLP,
Quanta's former auditor, and provisions in Quanta's corporate governing
documents making an acquisition of Quanta more difficult, as well as other
general risks related to the industries in which Quanta operates. Should one or
more of these risks materialize, or should underlying assumptions prove
incorrect, actual results may differ materially from those expected. Investors
are urged to refer to Quanta's reports filed with the Securities and Exchange
Commission, which contain a discussion of the risk factors that could impact
these areas and Quanta's overall business and financial performance. Given
these concerns, investors and analysts should not place undue reliance on
forward-looking statements.


                                      ###

</TEXT>
</DOCUMENT>
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