SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

April 6, 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-K for the year ended December 31, 2009
File No. 1-13831

Dear Mr. Haddox:

We have reviewed your filings and have th e following comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we ma y 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, 2009

Critical Accounting Policies, page 53
 Valuation of Goodwill, page 55

1. We note your disclosure on page 18 that your results of operations could be adversely
affected as a result of goodwill impairments.  We also note that your sales and operating
profits continue to suffer in the current economic  environment.  To the extent that any of
your reporting units have estimated fair values that are not substantia lly in excess of their
carrying values and goodwill for such reporting un its, in the aggregate or individually, if
impaired, could materially impact your resu lts or total sharehol ders’ equity, please
identify and provide the following disclosu res for each such reporting unit in future
filings:
• The percentage by which fair value exceeds carrying value as of the most-recent step-
one test.
• The amount of goodwill allo cated to the unit.
• A description of the material assumpti ons that drive estimated fair value.

Mr. James H. Haddox
Quanta Services, Inc.
April 6, 2010 Page 2
• A discussion of any uncertainties associated with each key assumptions
• A discussion of any potential events, trends  and/or circumstances that could have a
negative effect on estimated fair value.
If you have determined that estimated fair va lues substantially exceed the carrying values
of your reporting units, please disclose that de termination in future filings.  Reference
Item 303 of Regulation S-K.
 Valuation of Other Intangibles, page 57

2. Please revise future filings to include a more specific and comprehensive discussion
regarding how you consider current events and circumstances in determining whether it is
necessary to test your intangible assets for recoverability.  If an analysis is conducted in a
given period, please include a specific and comprehensive discussion regarding the
results of that analysis.
 Notes to the Consolidated Financial Statements

 4. Acquisitions, page 89

3. With a view towards future disclosure, plea se provide us with the following information
regarding your acquisiti on of Price Gregory:
• Please provide us with a specific and co mprehensive discussion regarding how you
have incorporated market pa rticipant assumptions in your valuation.  Reference ASC
820-10.
• Please provide us with a more specific a nd comprehensive discussion regarding your
valuation approach and method related to  the identifiable in tangible assets.
• Please tell us if the purchase was subject to  any contingent consideration and, if so,
how the value of this cons ideration was determined.
 13.  Employee Benefit Plans, page 109

4. We note your disclosure on page 49 that c ontributions to your multi-employer pension
plan cannot be determined in advance for fu ture periods.  With a view towards future
disclosure, please provide us with a mo re specific and comprehensive discussion
regarding why you cannot estimate these contri butions.  In addition, we note that you are
required to contribute additional funds to one of your plans in a “critical” status.  With a
view towards future disclosure, please provide us with an estimate of these contributions
or tell us why you cannot estimate these amounts.

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.

Mr. James H. Haddox
Quanta Services, Inc.
April 6, 2010 Page 3
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.
 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 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) 551-3689.
Sincerely,    John Hartz Sr. Asst. Chief Accountant