SecProbe.io

April 25, 2012
 Via E-mail

Mr. James H. Haddox, Chief Financial Officer Quanta Services, Inc. 2800 Post Oak Blvd., Suite 2600
Houston, TX  77056

Re: Quanta Services, Inc.
 Form 10-K for the year ended December 31, 2011
Filed February 29, 2012 File No. 1-13831

Dear Mr. Haddox:
 We have reviewed your response to our co mment letter dated March 27, 2012 and have
the following comments.  If you disagree, we wi ll consider your expl anation as to why our
comments are inapplicable.  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.  Form 10-K for the year ended December 31, 2011

 Notes to the Consolidated Financial Statements

 5. Goodwill and Other Intangible Assets, page 97

 1. We have reviewed your response to our prior comment one and have the following
additional comments:
 We note you cite several fact ors that contributed to ma nagement’s decision to
reorganize certain of your operating units.  Pl ease provide us with a more specific
discussion of the nature of these fact ors and how and why they led to the
reorganization.
 Please clarify if the predominant type of  work for the related operating units has
changed.
 Please provide us with a list of the in dividual operating units the related goodwill
was initially allocated to as well as  the amount of goodwill assigned to each
operating unit.  Please also provide us with  the associated carrying values and fair
values from your 2010 goodwill impairment test.
 Please provide us with a list of the in dividual operating units the related goodwill
was allocated to subsequent to the re organization as well as the amount of
goodwill assigned to each operating unit.  Please also provide us with the

Mr. James H. Haddox Quanta Services, Inc. April 25, 2012 Page 2

 associated carrying values and fair values from your 2011 goodwill impairment
test.
 Please provide us with a more specific and comprehensive discussion regarding
how you used a relative fair value allocation approach to reassign goodwill.  In this
regard, please explain how you determined  which operating units were affected.
 14. Commitments and Contingencies, page 114

Leases, page 115
 2. We have reviewed your response to our prior comment four.  We note that certain of your
master equipment lease agreements contain cr oss-default provisions.  Please provide us
with a specific and comprehens ive discussion of the underlying nature of these provisions
and clarify what consideration you have given to whether the provisi ons are subjective.
In addition, please tell us why you be lieve the provisions are customary.
 You may contact Mindy Hooker at (202) 551-3732, Tricia Armelin at (202) 551-3747 or
me at (202) 551-3768 with any questions.
Sincerely,
   /s/ John Cash
John Cash Branch Chief