SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

November 26, 2008
  Mr. James H. Haddox Chief Financial Officer, Quanta Services, Inc. 1360 Post Oak Blvd., Suite 2100 Houston, TX  77056
Re: Quanta Services, Inc.
Form 10-K for the year ended December 31, 2007 Definitive Proxy Statement, April 18, 2008 Form 10-Q for the quarter ended September 30, 2008
File No. 1-13831

 Dear Mr. Haddox:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2007

Critical Accounting Policies, page 47

Valuation of Intangibles a nd Long-Lived Assets, page 48

1. With a view towards future disclosure, please  confirm to us that the second step of your
goodwill impairment test considers the notion of implied fair value.  Reference paragraph
20 of FAS 142.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 2

Liquidity and Capital Resources, page 38
Debt Instruments, page 40

2. Your disclosures indicate that the credit f acility limits certain acquisitions, mergers and
consolidations, capital expend itures, asset sales and prep ayment of indebtedness and,
subject to certain exceptions, prohibits liens  on material assets.  Given your significant
expected future capital expend itures and your relian ce on your credit facility to help fund
such expenditures, please revise future filings to provide a more detailed discussion of how these limitations may impact your current and future operations.

3. We note that your credit facility contains certain covenant s and that your credit facility
carries cross-default provisi ons with your subordinated not es.  With a view towards
future disclosure, please provi de us with a more specific and comprehensive discussion
of the terms of your significant covenants.  In addition, please revise future filings to
include a tabular presentation of your actual ratios and other actual amounts versus the
minimum/maximum ratios/amounts permitted on all of your debt instruments. Such presentation will allow an investor to eas ily understand your current status in meeting
your financial covenants. Such disclosure s hould only be excluded if  you believe that the
likelihood of default is remote. Refer to  Section 501.03 of the Financial Reporting
Codification for guidance.
 Management’s Report on Internal Cont rol Over Financial Reporting, page 57

4. Please confirm for us, if appropr iate, that there were no changes in internal control over
financial reporting that occurred in the fourth quarter and disclose this  in future filings.
Please refer to Item 308(c) of Regulation S-K.

Proxy filed April 18, 2008

Use of Compensation Benchmarking Studies and Published Compensation Survey Data, page 17

5. In future filings, please explain how your  compensation for named executive officers
measures against the peer companies.

6. In future filings, please disclose whether you target each element of compensation against
the peer companies.  If so, please disclose how the actual compensation payments to each
named executive officer fall within those target s.  To the extent actual compensation was
outside a targeted percentile range, please explain why.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 3

Form 10-Q for the period ended September 30, 2008

Notes to the Condensed Conso lidated Financial Statements
 Note 3. Goodwill and Intangible Assets, page 15

7. We note that your goodwill balance represents a significant percentage of your assets.  In
the interest of providi ng readers with better insight in to management’s judgments in
accounting for goodwill, please consider disclo sing the following in future filings:
• The reporting unit level at which you test  goodwill for impairment and your basis
for that determination.
• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including sufficien t information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a valuation prepared under each method, a nd why management selected these
methods as being the most meaningful for the company in preparing the goodwill
impairment analyses.
• How you weight each of the methods used  including the basis for that weighting
(if multiple approaches are used).
• A qualitative and quantitative description of the material assumptions used and a
sensitivity analysis of those assumpti ons based upon reasonably likely changes.
• How the assumptions and methodologies us ed for valuing goodwill in the current
year have changed since the prior year highlighting the impact of any changes.
Please tell us you intentions with regard to this matter.
 Note 9. Segment Information, page 25

8. We note that you have two reportable segments: Dark Fiber and Infrastructure Services.
It appears from your disclosures elsewhere in the filing, including the introduction to
MD&A on page 31, the analysis of your business in MD&A and your discussion of
contract margins by industry on page 48 that  you may have aggregated multiple operating
segments into your reportable segments.  Please provide us with a detailed explanation of
how you determined both your operating segmen ts and your reportable segments.  Your
response should specifically identify each of your operating segments.  If you have
aggregated any operating segments, please te ll us why you believe this aggregation is
appropriate based on the guidance found in  paragraph 17 of SFAS 131 and EITF 04-10.

Results of Operations, page 34

9. We note your discussion of the numerous fact ors that have impacted changes in your
revenues and gross margins.  Please revise future filings to include more quantified
information regarding the impact of these f actors where practicable.  In this regard,
please also expand your discussi on of your revenues derived from the various industries
served to include more specific disclosure regarding the factors that impacted these revenues.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 4

Sources and Uses of Cash, page 37
Operating Activities, page 37

10. We note your disclosure that certain cust omers have experienced invoice processing
issues.  With a view towards future disclosure , please tell us how th ese issues have been
considered in your revenue recognition po licy as well as your bad debt expense.

Debt Instruments, page 38

11. We note your disclosure that under current market conditions it is unlikely that you
would be able to obtain additional commitments necessary to increase your credit facility.
With a view towards future disclosure, pl ease provide us with a more specific and
comprehensive discussion of how and why cu rrent market conditions limit your ability to
increase your credit facility.  Please also discuss how the absence of this additional borrowing may impact your current and future operations.

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mr. James H. Haddox
Quanta Services, Inc.
November 26, 2008 Page 5

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at ( 202) 551-3732, Tricia Armelin, Senior  Staff Accountant, at (202)
551-3747, Sherry Haywood, Attorney, at (202) 551- 3345, Andrew Schoeffler, Attorney, at (202)
551-3748 or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief