e424b3
 

     
Prospectus Supplement No. 3
(To Prospectus dated August 22, 2006)
  Filed Pursuant to Rule 424(b)(3) and Rule 424(b)(7)
Registration Number 333-136819
$143,750,000
QUANTA SERVICES, INC.
3.75% Convertible Subordinated Notes Due 2026
and the Common Stock Issuable Upon Conversion of the Notes
 
     This prospectus supplement relates to the resale by selling security holders of our 3.75% Convertible Subordinated Notes Due 2026 and the shares of our common stock issuable upon conversion of the notes.
     This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the original prospectus dated August 22, 2006, Supplement No. 1 to such prospectus dated August 31, 2006 and Supplement No. 2 to such prospectus dated September 14, 2006. The terms of the notes are set forth in the original prospectus.
Investing in these securities involves risks. See “Risk Factors” beginning on page 10 of the prospectus.
     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or the shares of common stock issuable upon conversion of the notes or determined if the prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus supplement is September 28, 2006.

 

 

SELLING SECURITY HOLDERS
     The information in the table appearing under the heading “Selling Security Holders” in the prospectus is amended by adding the information below with respect to persons not previously listed in the prospectus and by supplementing the information with respect to other persons previously listed in the prospectus that are listed below. This information was furnished to us by the selling security holders listed below on or before September 27, 2006.
     Based on information provided by the selling security holders, none of the selling security holders has held any position or office or has had any material relationship with us within the past three years.
                                             
    Principal           Shares of           Shares of    
    Amount of           Common           Common    
    Notes           Stock   Shares of   Stock   Percentage
    Beneficially   Percentage   Beneficially   Common   Beneficially   of Common
    Owned and   of Notes   Owned Prior   Stock   Owned After   Stock
Name   Offered   Outstanding   to Offering   Offered   Offering   Outstanding
 
                                            
Credit Suisse Securities (USA) LLC(1)
  $ 4,604,000       3.20 %     205,444       205,444       —     —
 
                                            
DBAG London(2)
  $ 14,500,000       10.09 %     772,751 (3)     647,033       125,718 (3)   *
 
                                            
J.P. Morgan Securities Inc.(4)
  $ 2,489,000       1.73 %     111,067       111,067       —     —
 
*   Less than one percent
 
(1)   Credit Suisse Securities (USA) LLC was an initial purchaser of the notes. Credit Suisse Securities (USA) LLC has informed us that it is a registered broker-dealer, and as a result, it is an underwriter in connection with the sale of the notes. Jeff Andreski has voting and dispositive power over the securities held by this security holder.
 
(2)   DBAG London is an affiliate of a broker-dealer. Patrick Corrigan has voting and dispositive power over the securities held by this security holder.
 
(3)   Includes ownership of $1,400,000 principal amount of 4.5% convertible subordinated notes, which are currently convertible at the rate of 89.7989 shares per $1,000 principal amount of notes.
 
(4)   J.P. Morgan Securities Inc. was an initial purchaser of the notes. J.P. Morgan Securities Inc. has informed us that it is a registered broker-dealer, and as a result, it is an underwriter in connection with the sale of the notes. J.P. Morgan Securities Inc. is an indirect wholly-owned subsidiary of JPMorgan Chase & Co., a publicly traded entity.