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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b)
1. Name and Address of Reporting
Person* (Last, First, Middle)		 2. Issuer Name and Ticker or
Trading Symbol		 3. I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)
  First Reserve GP IX, Inc.
  Quanta Services, Inc. (NYSE: PWR)
 
  c/o 411 West Putnam Avenue, Suite 109
4. Statement for (Month/Day/Year) 5. If Amendment, Date of Original (Month/Day/Year)
    12/2/02
 
  (Street) 6. Relationship of Reporting Person(s) to Issuer (Check All Applicable) 7. Individual or Joint/Group Filing
(Check Applicable Line)
  Greenwich, CT 06830
(City)                (State)           (Zip)		   x  Director x  10% Owner   o Form filed by One Reporting Person
    o  Officer (give title below)   x Form filed by More than One Reporting Person
    o  Other (specify below)  
       
     
Reminder:   Report on a separate line for each class of securities beneficially owned directly or indirectly.
 
*   If the form is filed by more than one reporting person, see instruction 4(b)(v).
 

 

 
Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)		 2. Transaction Date
(Month/Day/Year)		 2a. Deemed Execution
Date, if any.
(Month/Day/Year)		 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)		 6. Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)		 7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
              Code V   Amount (A)
or
(D)		 Price            
  Common Stock   12/02/02   A   21,200   A       11,990,966     I   (1)
                     
                     
                     
                     
                     
                     
                   
                   
                   

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
  (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative
Security
(Instr. 3)		 2. Conversion or Exercise
Price of Derivative
Security		 3. Transaction
Date
(Month/Day/Year)		 3a. Deemed Execution
Date, if any
(Month/Day/Year)		 4. Transaction
Code
(Instr. 8)		 5. Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
                      Code V   (A) (D)
  Stock Options (Right to Buy)   $3.73     12/02/02     A   15,000
             
             
             
             
             
             
             
             
             

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)
6. Date Exercisable and
Expiration Date
(Month/Day/Year)		 7. Title and Amount
of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative
Security
(Instr. 5)		 9. Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of
Derivative Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
  Date
Exercisable		 Expiration
Date		   Title Amount or
Number of
Shares		                        
  06/02/03 12/02/12   Common Stock 15,000         4,711,900     I   (2)
                 
                 
                 
                 
                 
                 
                 
                 
                 

Explanation of Responses:

(1) This Form 4 is being filed on behalf of First Reserve GP IX, Inc., First Reserve GP IX, L.P., and First Reserve Fund IX, L.P. ("Fund IX"), each as 10% beneficial owners (the "Fund Entities"), and by Ben A. Guill, as a director of the issuer. The common stock acquired and reported on this Form 4 was granted to Mr. Guill, who holds 21,200 shares as a result of the transactions reported on this form. The Fund Entities are entitled to the profits from any sale of stock held by Mr. Guill, and therefore share beneficial ownership of such common stock. The Fund Entities beneficially own 11,990,966 shares of common stock as a result of transactions reported on this form, including the 21,200 shares granted to Mr. Guill. Mr. Guill disclaims any beneficial ownership of any securities of the issuer held by the Fund Entities.

(2) As a result of the transactions reported on this Form 4, Mr. Guill is the record holder of 15,000 common stock options. The Fund Entities share beneficial ownership of these 15,000 common stock options and also beneficially own 4,696,900 Series A Convertible Preferred Stock. Mr. Guill disclaims beneficial ownership of any securities of the issuer held by the Fund Entities.

(3) First Reserve GP IX, Inc. is signing for itself, as the designated filer, as well as in the capacity of general partner of First Reserve GP IX, L.P. ("GP IX"). GP IX is signing for First Reserve Fund IX, L.P., as its general partner. Thomas R. Denison is also signing as Attorney-In-Fact for Ben A. Guill. All reporting entities and persons have the same address as First Reserve GP IX, Inc.

/s/ Thomas R. Denison, Managing Director of First Reserve GP IX, Inc., and as Attorney-In-Fact (3)   12/04/02
**Signature of Reporting Person		  
Date

**   Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
 
Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
 

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