SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

July 13, 2009
  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-Q for the quarter ended September 30, 2008
Form 10-K for the year ended December 31, 2008
Form 8-K filed May 6, 2009
File No. 1-13831

Dear Mr. Haddox:
We have reviewed your response to our letter dated May 26, 2009 and the above noted
filings and have the following comments.  Wher e 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 comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
supplemental information so we may better unders tand 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-Q for the period ended September 30, 2008

Notes to the Consolidated Financial Statements
 Note 9.  Segment Information, page 25

1. We have reviewed your response to our pr evious comment in our letter dated May 26,
2009 and appreciate the additional informa tion you have provided.  However, we
continue to note that your ope rating segments are aggregated  into sub-totals by division
in reports used by your CODM a nd your Board of Directors.  It  appears to us that this
divisional reporting st ructure coincides with your organi zational structure and therefore
meets the criteria for separate reporting.  Pl ease revise future filings to include this
information.

Mr. James H. Haddox
Quanta Services, Inc.
July 13, 2009 Page 2
Form 10-K for the fiscal year ended December 31, 2008

Critical Accounting Policies, page 50
 Valuation of Intangibles a nd Long-Lived Assets, page 52

2. We note in your response letter dated Decem ber 11, 2008 that you intended to consider
the comments in our letter dated Novemb er 26, 2008 when preparing your financial
disclosures regarding accounting for goodwill.   We note that you have made some
additional disclosures here as well as in your Form 10-Q for the quarterly period ended
March 31, 2009.  However, given that your goodwill balance represents a significant
percentage of your assets as well as the fact that any impairment of your goodwill may
have a significant impact on your results, we continue to believe that your disclosures
should be further expanded in order to pr ovide investors with better insight into
management’s judgments.  Therefore, please revise future filings to disclose the
following items:
• The reporting unit level at which you test goodwill for impairment and your basis for
that determination.
• A quantitative discussion of the material assumptions used and a sensitivity analysis
of those assumptions based upon reasonably likely changes.
• A qualitative and quantitative discussion of any reporting units that are at risk for
impairment, including the amount of goodwill allocated to those units.
• 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.
• Quantitative information regardi ng any significant known trends;
• Any material and useful information that you gather and analyze regarding the risks
of recoverability of your assets.

Item 303 of Regulation S-K requires MD&A di sclosure of material  uncertain ties unless
management has concluded that the uncertainty  is not reasonably likely to materially
impact future operating results. This c ould include uncertainties regarding the
recoverability of goodwill. We caution you that , to the extent you gather and analyze
information regarding the risks of recovera bility of goodwill, such information may be
required to be disclosed if it would be material  and useful to investors. We believe that it
is important to provide invest ors with information to help  them evaluate the current
assumptions underlying your impairment asse ssment relative to your current market
conditions and your peers to enable them to attempt to assess the likelihood of potential
future impairments. We believe that detailed rather than general disclosures regarding these risks and exposures would provide inve stors with the appropriate information to
make this evaluation. In this regard, we urge  you to consider what additional quantitative
disclosures can be provided to convey the risk  that impairment charges may be recorded.

Mr. James H. Haddox
Quanta Services, Inc.
July 13, 2009 Page 3
Form 8-K filed May 6, 2009

3. We note your presentation of cash earnings per diluted share, a non-GAAP measure.
This per share measurement is prohibited by Item 2.02 of Form 8-K and Item 10 of Regulation S-K.  Please revi se future disclosures to delete this presentation.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested supplementa l information.  Detailed response letters
greatly facilitate our review.  Pl ease file your response letter on EDGAR.  Pl ease understand that
we may have additional comments after re viewing your responses to our comments.

If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Tricia Ar melin, Senior Staff A ccountant, at (202) 551-
3747, or to the undersigned at (202) 551-3768.
Sincerely,    John Cash Branch Chief