<SUBMISSION>
<ACCESSION-NUMBER>0000950129-03-005135
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20031024
<ITEMS>5
<ITEMS>7
<FILING-DATE>20031024
<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>
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13831
<FILM-NUMBER>03956452
</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>h09920e8vk.txt
<DESCRIPTION>QUANTA SERVICES, INC.- OCTOBER 24, 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 24, 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 24, 2003, Quanta issued a press release announcing, among
other matters, the issuance of an additional $45 million 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 24,
                         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 24, 2003

                                                QUANTA SERVICES, INC.


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

<PAGE>
                                  EXHIBIT INDEX


Exhibit No.     Exhibit
-----------     -------
   99.1         Press Release of Quanta Services Inc. dated October 24, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>h09920exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED OCTOBER 24, 2003
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

(QUANTA SERVICES LOGO)                                             PRESS RELEASE


03-13
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 ANNOUNCES
                      ISSUANCE OF ADDITIONAL $45 MILLION OF
                       CONVERTIBLE SUBORDINATED DEBENTURES


HOUSTON - OCTOBER 24, 2003 - Quanta Services, Inc. (NYSE:PWR) today announced
that the initial purchasers of the 4.50% Convertible Subordinated Debentures due
2023 have exercised their option to purchase an additional $45 million principal
amount of such debentures. As a result, the final aggregate principal amount of
the debentures is $270 million.

         Quanta Services intends to use the net proceeds of approximately $44.3
million from the issuance of the additional debentures to repay approximately
$38.4 million in principal amount of its senior secured notes and to pay
associated make-whole prepayment premiums in the amount of approximately $5.9
million.

         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.

         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.

<PAGE>
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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