8-K

                       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 10, 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)







ITEM 5.  OTHER EVENTS.

         On October 10, 2003, Quanta issued a press release announcing, among
other matters, the pricing of an offering 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
                            10, 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 10, 2003

                                     QUANTA SERVICES, INC.


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





                                  EXHIBIT INDEX


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

99.1               Press Release of Quanta Services Inc. dated October 10, 2003

EX-99.1

                                                                    EXHIBIT 99.1


(QUANTA SERVICES LOGO)                                             PRESS RELEASE


03-11
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 PRICING OF
                       CONVERTIBLE SUBORDINATED DEBENTURES

HOUSTON - OCTOBER 10, 2003 - Quanta Services, Inc. (NYSE:PWR) today announced
the pricing of an offering of $225 million aggregate principal amount of its
4.5% Convertible Subordinated Debentures due 2023 in a private placement
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). In addition, the initial purchasers have the option to
purchase either up to an additional $25 million aggregate principal amount of
debentures or, subject to certain conditions, up to an additional $45 million
aggregate principal amount of debentures. The offering is expected to close on
October 17, 2003, subject to customary closing conditions.

         Subject to the satisfaction of certain conditions, the debentures will
be convertible into shares of Quanta Services common stock at an initial
conversion rate of 89.7989 shares per $1,000 principal amount of debentures,
which is equivalent to a conversion price of $11.14 per share, subject to
adjustment. The debentures will mature on October 1, 2023. Interest on the
debentures will be payable at the rate of 4.5% per annum on April 1 and October
1 of each year, beginning on April 1, 2004. Beginning on October 8, 2008, Quanta
Services may redeem some or all of the debentures for cash. In addition, on
October 1, 2008, 2013 and 2018, or upon a fundamental change, holders may
require Quanta Services to repurchase their debentures. The debentures will be
unsecured.

         Quanta Services intends to use the net proceeds of the offering to
repay approximately $97.4 million in principal amount of its senior secured
notes and to pay associated make-whole prepayment premiums in the amount of
approximately $15.4 million, assuming the initial purchasers' option is not
exercised. Quanta Services will retain $15 million of the net proceeds




to be used for general corporate purposes and, 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.

         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.


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