8-K

UNITED STATES 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): February 29, 2008

QUANTA SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-13831
(Commission File No.) 74-2851603
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

     On February 29, 2008, Quanta issued a press release announcing that certain of its executive officers will submit Form 4 filings to report the withholding of shares pursuant to Section 16 of the Securities Exchange Act of 1934. A copy of the press release is furnished herewith as an exhibit.

     The information furnished in this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” with the SEC and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Exhibit
	99.1	Press Release of Quanta Services, Inc. dated February 29, 2008

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 hereunto duly authorized.

Dated: February 29, 2008

QUANTA SERVICES, INC.
By:	/s/ TANA L. POOL
	Name:	Tana L. Pool
	Title:	Vice President and General Counsel

Exhibit Index

Exhibit No.		Exhibit
	99.1	Press Release of Quanta Services, Inc. dated February 29, 2008

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
08-05

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

OFFICERS OF QUANTA SERVICES TO REPORT
THE WITHHOLDING OF SHARES

HOUSTON — Feb. 29, 2008 — Quanta Services, Inc. (NYSE: PWR) announced today that certain of its executive officers will submit Form 4 filings pursuant to Section 16 of the Securities Exchange Act of 1934.

Under Quanta’s 2001 Stock Incentive Plan, certain of its employees, including certain executive officers, previously received restricted stock awards, a portion of which vested on February 28, 2008. These awards for Quanta’s executive officers were previously reported on Form 4 filings. Pursuant to the Plan, employees may elect to satisfy their tax withholding obligations upon vesting by having Quanta make the tax payments and withhold a number of vested s hares having a value on the date of vesting equal to the employee’s tax withholding obligation. As a result of employee elections, Quanta withheld shares of stock from certain of its executive officers to satisfy their tax obligations. The Form 4 filings will report as “dispositions” the number of shares withheld by Quanta and will reflect that the dispositions are exempt transactions in accordance with Rule 16b-3 under the Exchange Act.

Quanta Services is a leading specialized contracting services company, delivering infrastructure network solutions for the electric power, natural gas, telecommunications and cable television industries. The company’s comprehensive services include engineering, designing, installing, repairing and maintaining network infrastructure nationwide. With operations in all 50 states and Canada, Quanta has the manpower, resources and expertise to complete projects that are local, regional, national or international in scope.

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