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): MAY 5, 2005

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 2.02  Results of Operations and Financial Condition.

     On May 5, 2005, Quanta issued a press release announcing its earnings for the first quarter of fiscal year 2005. 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 exhibit, 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.

(c)  Exhibits

Exhibit No.	Exhibit
99.1	Press Release of Quanta Services, Inc. dated May 5, 2005

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: May 5, 2005

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 May 5, 2005

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

05-06

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

QUANTA SERVICES REPORTS FIRST QUARTER RESULTS
Revenues increased to $372.5 million

HOUSTON – May 5, 2005 – Quanta Services, Inc. (NYSE:PWR) today announced results for the three months ended March 31, 2005.

     Revenues in the first quarter of 2005 were $372.5 million compared to revenues of $355.0 million in the first quarter of 2004. For the first quarter of 2005, net loss was $5.1 million, or a loss per share of $0.04, compared to net loss of $11.7 million, or a loss per share of $0.10 in the first quarter of 2004.

     “The first three months of 2005 were encouraging, especially because the first quarter is seasonally our slowest,” said John Colson, chairman and chief executive officer of Quanta Services. “Our stronger sales reflect the strengthening of our customers’ financial health, increased transmission and distribution spending and the Fiber-to-the-Premises (FTTP) initiatives.

     “Moreover, as a result of increased transmission and distribution activity, our electric power and gas operations achieved internal revenue growth of 12 percent in this year’s first quarter compared to last year’s first quarter and currently have the highest level of backlog in the company’s history.”

– MORE –

OUTLOOK

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

     Quanta expects revenues for the second quarter of 2005 to range from $420 million to $440 million and diluted earnings per share to be between $0.02 and $0.04.

     Quanta Services has scheduled a conference call for May 5, 2005, at 9:30 a.m. eastern time. To participate in the call, dial (303) 262-2193 at least 10 minutes before the conference call begins and ask for the Quanta Services conference call. Investors, analysts and the general public also will have the opportunity to listen to the conference call over the Internet by visiting the company’s web site at www.quantaservices.com. To listen to the call live on the web, please visit the Quanta Services web site at least fifteen minutes early to register, download and install any necessary audio software. For those who cannot listen to the live web cast, an archive will be available shortly after the call on the company’s website. A replay will also be available and may be accessed by calling (303) 590-3000 and using the pass code 11029646. For more information, please contact Karen Roan at DRG&E by calling (713) 529-6600.

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

This press release contains forward-looking statements intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to projected revenues and earnings per share and other financial and operating results, capital expenditures, growth in particular markets, strategies, expectations, intentions, plans, future events, performance, underlying assumptions, and other statements that do not relate strictly to historical or current facts. 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 statements can be affected by inaccurate assumptions and by a variety of risks and uncertainties, including, among others, quarterly variations in operating results due to seasonality and adverse weather conditions; adverse changes in economic conditions in relevant markets; the ability to effectively compete for market share; beliefs and assumptions about the collectibility of receivables; the inability of customers to pay for services; the financial distress of Quanta’s casualty insurance carrier that may require payment for losses that would otherwise be insured; liabilities for claims that are self-insured or for claims that Quanta’s casualty insurance carrier fails to pay; potential liabilities relating to occupational health and safety matters; estimates relating to the use of percentage-of-completion accounting; dependence on fixed price contracts; rapid technological and structural changes that could reduce the demand for services; the ability to obtain performance bonds; cancellation provisions within contracts; the replacement of contracts as they are completed or expire; the ability to effectively integrate the operations of subsidiaries; retention of key personnel and qualified employees; the impact of a unionized workforce on operations and the ability to complete future acquisitions; growth outpacing infrastructure; potential exposure to environmental liabilities; requirements relating to governmental regulation; the ability to meet the requirements of the Sarbanes-Oxley Act of 2002; the cost of borrowing, availability of credit, debt covenant compliance and other factors affecting financing activities; the ability to generate internal growth; and the adverse impact of goodwill impairments. Should one or more of these risks materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of this date. Quanta disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to Quanta’s reports filed with the Securities and Exchange Commission.

- Tables to follow -

Quanta Services, Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three Months Ended March 31, 2005 and 2004
(In thousands, except per share information)
(Unaudited)

	Three Months Ended March 31,
	2005			2004
Revenues	$	372,505		$	354,997
Cost of services		336,413			328,273
Gross profit		36,092			26,724
Selling, general & administrative expenses		42,462			43,542
Loss from operations		(6,370	)		(16,818	)
Interest expense		(6,018	)		(6,366	)
Other, net		1,684			473
Loss before taxes		(10,704	)		(22,711	)
Benefit for taxes		(5,576	)		(11,017	)
Net loss	$	(5,128	)	$	(11,694	)
Basic and diluted loss per share	$	(0.04	)	$	(0.10	)
Shares used in computing basic and diluted loss per share		115,229			113,918

Quanta Services, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

	March 31,		December 31,
	2005		2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	254,002	$	265,560
Accounts receivable, net		330,980		348,828
Costs and estimated earnings in excess of billings on uncompleted contracts		50,955		42,092
Inventories		22,992		18,849
Prepaid expenses and other current assets		27,938		24,707
Total current assets		686,867		700,036
PROPERTY AND EQUIPMENT, net		312,352		314,983
ACCOUNTS AND NOTES RECEIVABLE, net		20,431		19,920
OTHER ASSETS, net		36,528		36,438
GOODWILL AND OTHER INTANGIBLES, net		388,554		388,620
Total assets	$	1,444,732	$	1,459,997
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	5,363	$	6,236
Accounts payable and accrued expenses		206,474		203,656
Billings in excess of costs and estimated earnings on uncompleted contracts		11,222		11,166
Total current liabilities		223,059		221,058
LONG-TERM DEBT, net of current maturities		11,336		21,863
CONVERTIBLE SUBORDINATED NOTES		442,500		442,500
DEFERRED INCOME TAXES AND OTHER NON- CURRENT LIABILITIES		107,845		111,329
Total liabilities		784,740		796,750
STOCKHOLDERS’ EQUITY		659,992		663,247
Total liabilities and stockholders’ equity	$	1,444,732	$	1,459,997

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