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December 11, 2008

John Cash

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-7010

Mail Stop 3561

    Re:

     Quanta Services, Inc.

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

Definitive Proxy Statement dated April 18, 2008

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

File No. 1-13831

Dear Mr. Cash:

     We are providing the following responses to the comment letter dated November 26, 2008 from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
Form 10-K for the year ended December 31, 2007, the Definitive Proxy Statement dated April 18, 2008
and the Form 10-Q for the quarter ended September 30, 2008 filed by Quanta Services, Inc. (the
“Company” or “Quanta”). The following responses are keyed to the Staff’s comments. All page
numbers in our responses refer to the respective page numbers in the relevant filing.

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

Critical Accounting Policies, page 47

Valuation of Intangibles and 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.

Response:

We acknowledge the Staff’s
comment with respect to the Company’s future filings. We confirm that the second step of the Company’s
goodwill impairment test does consider the notion of implied fair value. We note that on page 48
of the Company’s Form 10-K under Valuation of Intangibles and Long-Lived Assets, the first
paragraph of the disclosure states as follows: “The second step compares the carrying amount of the
reporting unit’s goodwill to the fair value of the goodwill.” When preparing this disclosure, we
considered the term “implied fair value” as defined in paragraph 20

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of FAS 142 and determined that the term “implied” was technical in nature. In keeping with the
standards of plain English, we believed that including “implied” may confuse the reader in that it
could potentially lead the reader to understand this to be different from fair value. However, we
confirm that the Company’s application of fair value in its goodwill impairment test is in fact
consistent with the notion of implied fair value.

Liquidity and Capital Resources, page 38

Debt Instruments, page 40

    2.

    Your disclosures indicate that the credit facility limits certain acquisitions, mergers and
consolidations, capital expenditures, asset sales and prepayment of indebtedness and, subject
to certain exceptions, prohibits liens on material assets. Given your significant expected
future capital expenditures and your reliance 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.

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. In the future,
should the provisions in the Company’s credit facility limiting certain acquisitions, mergers and
consolidations, capital expenditures, asset sales and prepayment of indebtedness or prohibiting
certain liens materially impact its current operations, or be expected to materially impact its
future operations, Quanta will provide a more detailed discussion of such impact. In light of the
Company’s current financial condition, as disclosed in its Form 10-Q for the quarter ending
September 30, 2008, we do not consider that these restrictions currently materially impact the
Company’s ability to conduct its operations or fund its capital expenditures, debt service
requirements or acquisition costs. Specifically, we refer the Staff to the Company’s disclosures
in its Form 10-Q for the quarter ending September 30, 2008 in Management’s Discussion and Analysis
of Financial Condition and Results of Operations (“MD&A”) — Liquidity and Capital Resources
regarding its expectations that its cash and cash equivalents, borrowing capacity under its credit
facility and future cash flows from operations would be sufficient to fund its operating needs,
debt service requirements, capital expenditures and possible acquisitions. As described in further
detail under Sources and Uses of Cash in MD&A, for the nine months ended September 30, 2008, the
Company funded its operating activities, capital expenditures and acquisitions through internally
generated cash flows and available cash on hand, without the requirement of any borrowings under
its credit facility. Additionally, as of September 30, 2008, the Company had cash and cash
equivalents of $266.4 million and working capital of $602.4 million. We also confirm to the Staff that each year, in connection
with the preparation and filing of the Company’s Form 10-K, and each quarter, in connection with
the preparation of the Company’s Form 10-Q, as applicable, careful consideration is given to all
factors for disclosure impacting the Company’s liquidity, capital resources and known material
trends.

    3.

    We note that your credit facility contains certain covenants and that your credit facility
carries cross-default provisions with your subordinated notes. With a view towards future
disclosure, please provide us with a more specific and comprehensive

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    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 easily understand your current status in meeting your
financial covenants. Such disclosure should 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.

Response:

We acknowledge the Staff’s comments with respect to the Company’s future filings. With respect to
the first part of the Staff’s comment regarding the need for a more specific and comprehensive
discussion of the terms of the Company’s significant covenants under its credit facility, we
respectfully submit that the Company’s disclosures regarding the terms of its significant covenants
under its credit facility, including the various restrictive covenants and compliance ratios, are
sufficient for an understanding of the
Company’s operations and financial condition. We believe the credit facility contains covenants
and ratios customary for a fully-secured credit facility, and in particular, a more detailed
description of the various ratios, which are defined in the Company’s disclosures by reference to
the credit facility itself, would not be beneficial to an investor’s understanding of our financial
condition and could be confusing. The various ratios include complicated formulas for the
calculations of each of the components of the ratios, and the components represent, in most cases,
non-GAAP data that may not be readily available or capable of being derived
from the Company’s financial statements.
Accordingly, an investor would not be able to calculate such ratios on an on-going basis. The
Company does, of course, monitor and calculate all the ratios required under the credit facility
and confirm in its filings its compliance with all covenants. We also note for the Staff that the
credit facility agreement and the amendments thereto have been filed with the Company’s previous
public filings (refer to Exhibits 10.24, 10.25 and 10.26 of the Company’s Form 10-K for the year
ended December 31, 2007) and are available for review in detail by any investor through the SEC’s
website.

With respect to the second part of the Staff’s comment regarding the need to provide tabular
presentation of the Company’s actual ratios and other actual amounts versus the minimum/maximum
ratios/amounts in all of its debt instruments, we respectfully submit that we believe this detailed
disclosure is not currently needed or required. We hereby confirm that the likelihood
of default was
remote at the time of filing of the Company’s Form 10-K for the year ended December 31, 2007 and at
the time of the filing of each of the Company’s Forms 10-Q filed during 2008. We refer the Staff
to the disclosure included in Liquidity and Capital Resources — Debt Instruments — Credit
Facility in MD&A of the Company’s Form 10-K and each of its Forms 10-Q filed
during 2008, that states the Company was in compliance with all
of the debt covenants contained in the credit facility as of the end of the period covered by
the respective filing. We also note for the Staff that the
Company has no other material debt instruments that contain restrictive covenants and compliance ratios
such as those
included in the credit facility, and therefore this disclosure is not necessary with respect to any
other debt instrument, including the Company’s 4.5% and 3.75% convertible subordinated notes that
were outstanding at December 31, 2007 and at September 30, 2008.

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We also refer the Staff to the detailed discussions that the Company provides in Liquidity and
Capital Resources — Cash Requirements in MD&A of its Form 10-K for the year ended December 31,
2007, regarding the Company’s expectation that sufficient sources of funds will be available to
fund the Company’s cash needs for operations, debt service, capital expenditures and
acquisitions. Such sources include cash and cash
equivalents on hand, cash generated through operating activities and available borrowing capacity
under the Company’s credit facility. Please also refer to our response to Comment 2 in this letter
describing the Company’s expectations regarding sources of funds at September 30, 2008 and the
financial data supporting those expectations.

For the reasons described above, we do not currently believe that detailed disclosures regarding
the Company’s actual ratios and amounts versus the credit facility covenants are needed or
required. Should we become concerned in the future regarding the Company’s ability or expected
ability to comply with its debt covenants, we confirm that the Company will include appropriate
disclosures in future filings regarding the impact on its financial condition and operating
activities resulting from such inability to comply with its debt covenants.

Management’s Report on Internal Control Over Financial Reporting, page 57

    4.

    Please confirm for us, if appropriate, 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.

Response:

We acknowledge the Staff’s comment
with respect to the Company’s future filings. The Company confirms that there were no changes in internal control over financial reporting that
occurred in the fourth quarter ended December 31, 2007 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial
reporting, and
we will continue to include similar language in future filings.

We note for the Staff’s reference that Item 9A on page 102 of the Company’s Form 10-K for the year
ended December 31, 2007 includes the following sentence:

“There has been no change in our internal control over financial reporting that
occurred during the quarter ended December 31, 2007, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial
reporting.”

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.

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Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. As disclosed
on page 17 of the Company’s proxy statement, consistent with the Compensation Committee’s guiding
principle to attract, motivate and retain the best possible executive officers, the Compensation
Committee establishes pay standards for named executive officers (NEOs) generally targeted at
median market levels, although the Compensation Committee can, and does, exercise discretion to
deviate from such targets. While investors have the ability to obtain compensation information for
any of the Company’s peers, the Compensation Committee’s determination of overall compensation, as
well as the specific components of compensation, for the Company’s executive officers is based on a
thorough analysis and determination that is unique to the Company and each executive officer’s
position within the Company. Because the Compensation Committee does not use specific targets from
the peer group analysis with respect to its executive compensation decisions, but considers peer
group compensation as only one element in its determination of compensation, we do not believe that
any further explanation of how the Company’s compensation for NEOs measures against peer companies
is required, meaningful or material to investors.

    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 targets. To the extent actual compensation was outside a
targeted percentile range, please explain why.

Response:

We acknowledge the Staff’s comment with respect to the Company’s future filings. Although the
Compensation Committee is apprised of the compensation practices of the Company’s peer group, it
does not target each element of compensation against the peer companies. The Company’s position
relative to its peers is only one of several factors that the Compensation Committee considers in
setting executive compensation, and it does not attempt to set the various components of the
Company’s compensation arrangements to target a particular point or benchmark along the spectrum of
compensation practices of the Company’s peer group. As disclosed on page 17 of the filing, the
Company utilizes compensation benchmarking studies and published compensation survey data to
establish the overall compensation levels for NEOs, the significance of individual components of
compensation and the allocation of compensation between long-term and short-term compensation and
cash and non-cash compensation. However, as stated on page 18 of the filing, the Compensation
Committee believes that compensation benchmarking studies should only be considered as a point of
reference for measurement, and not the determinative factor of our NEO’s compensation.

We believe that the disclosure on pages 17 through 25 of the filing includes the material
information about the nature and extent of the Compensation Committee’s use of information it
obtains about the compensation practices of peer companies. While the Compensation Committee may
consider compensation levels for similarly situated executives at peer companies as a point of
reference for its compensation analysis, the Committee currently does not utilize a target
percentile within the peer group in making overall compensation decisions or analyzing the
components of the NEOs compensation.

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Further, because information provided by compensation benchmark studies is only one piece of
information that is used in setting executive compensation, as the Company discloses on page 18 of
the filing, the Compensation Committee has discretion in determining the nature and extent of its
use. As disclosed on page 22 of the filing, base salaries for NEOs are determined annually by the
Compensation Committee, taking into account not only competitive industry salaries, but also an
assessment of the nature of the position, contribution, experience and level of responsibility of
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