<PAGE>
 
     As filed with the Securities and Exchange Commission on June 15, 1998
                                                           Registration No. 333-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              -------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              -------------------

                             QUANTA SERVICES, INC.
            (Exact name of registrant as specified in its charter)

 
           DELAWARE                                      74-2851603
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

 
                         3555 TIMMONS LANE, SUITE 610
                             HOUSTON, TEXAS  77027
                                (713) 629-7600
             (Address of registrant's principal executive offices)

                            STOCK OWNERSHIP PLAN OF
                        NORAM TELECOMMUNICATIONS, INC.
                             (Full Title of Plan)

                              -------------------

        John R. Colson           Copy to:           Eric A. Blumrosen
   Chief Executive Officer                  Gardere Wynne Sewell & Riggs, L.L.P.
 3555 Timmons Lane, Suite 610                   333 Clay Avenue, Suite 800
    Houston, Texas  77027                       Houston, Texas  77002-4086
        (713) 629-7600                                 (713) 308-5533

         (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
====================================================================================================================== 
       TITLE OF EACH CLASS                              PROPOSED MAXIMUM       PROPOSED MAXIMUM
       OF SECURITIES TO BE            AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
           REGISTERED              REGISTERED (1) (2)       SHARE (3)            PRICE (1)(3)       REGISTRATION FEE (3)
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                  <C>                     <C>
Common Stock, $.00001 par value     303,556 shares          $13.719               $4,164,485              $1,229
=======================================================================================================================
</TABLE>

(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the employee benefit plan
       described herein.
(2)    The shares of Common Stock, $.00001 par value ("Common Stock"), of Quanta
       Services, Inc., a Delaware corporation (the "Registrant"), being
       registered hereby consist of shares held by the Trustee pursuant to Stock
       Ownership Plan of NorAm Telecommunications, Inc. (the "Plan") for the
       accounts of participants.
(3)    Calculated pursuant to Rule 457(h), based on the average of the high and
       low prices for Common Stock on June 8, 1998, as reported on The New York
       Stock Exchange, Inc.

================================================================================
<PAGE>
 
                                    PART I

               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
     I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

       (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997 (Commission File No. 001-13831), filed with the
     Commission on March 31, 1998;

       (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1998 (Commission File No. 001-13831), filed with the Commission
     on May 6, 1998; and

       (3) The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-A, as filed with the
     Commission on January 28, 1998 (as amended by the Registrant's Amendment
     No. 1 to Form 8-A filed with the Commission on February 5, 1998, and the
     Registrant's Amendment No. 2 to Form 8-A filed with the Commission on
     February 6, 1998).

     In addition, all documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  The consolidated financial statements and schedules incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated on their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Edward E. Rhyne, General Counsel for the Registrant, has rendered an
opinion as to the legality of the securities being registered hereby. Mr. Rhyne
holds options to purchase 60,000 shares of Common Stock, all of which are
exercisable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law
--------------------------------

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by




                                     II-2
<PAGE>
 
or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee, or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity,



                                     II-3
<PAGE>
 
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of
Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, or agent, and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

     Section 102(b)(7) of the DGCL provides that a certificate of poration
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section 174 of DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.

Amended and Restated Certificate of Incorporation
-------------------------------------------------

     The Registrant's Amended and Restated Certificate of Incorporation provides
that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided for in Section 174 of the
DGCL.  If the DGCL is amended to authorize the further elimination or limitation
of the liability of directors, then the liability of a director of the
Registrant, in addition to the limitation on personal liability described above,
shall be limited to the fullest extent permitted by the amended DGCL. Further,
any repeal or modification of such provision of the Amended and Restated
Certificate of Incorporation by the stockholders of the Registrant shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Registrant existing at the time of such repeal or
modification.

Bylaws
------

     The Bylaws of the Registrant provide that the Registrant will indemnify and
hold harmless any director or officer of the Registrant to the fullest extent
permitted by applicable law, as in effect as of the date of the adoption of the
Bylaws or to such greater extent as applicable law may thereafter permit, from
and against all losses, liabilities, claims, damages, judgments, penalties,
fines, amounts paid in settlement, and expenses (including attorneys' fees)
whatsoever arising out of any event or occurrence related to the fact that such
person is or was a director or officer of the Registrant and further provide
that the Registrant may, but is not required to, indemnify and hold harmless any
employee or agent of the Registrant or a director, officer, employee or agent of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise who is or was serving in such capacity at the written
request of the Registrant; provided, however, that the Registrant is only
required to indemnify persons serving as directors, officers, employees, or
agents of the Registrant for the expenses incurred in a proceeding if such
person has met the standards of conduct that make it permissible under the laws
of the State of Delaware for the Registrant to indemnify the claimant for the
amount claimed, but the burden of proving such defense will be on the
Registrant. The Bylaws further provide that, in the event of any threatened or
pending action, suit, or proceeding in which any of the persons referred to
above is a party or is involved and that may give rise to a right of
indemnification under the Bylaws, following written request by such person, the
Registrant will promptly pay to such person amounts to cover expenses reasonably
incurred by such person in such proceeding in advance of its final disposition
upon the receipt by the Registrant of (i) a written undertaking executed by or
on behalf of such person providing that such person will repay the advance if it
is ultimately determined that such person is not entitled to be indemnified by
the Registrant as provided in the Bylaws and (ii) satisfactory evidence as to
the amount of such expenses.

Insurance
---------

     The Registrant intends to maintain liability insurance for the benefit of
its directors and officers.



                                     II-4
<PAGE>
 
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1   Stock Ownership Plan of NorAm Telecommunications, Inc., dated as of
           December 17, 1996.

     4.2   Stock Ownership Plan of NorAm Telecommunications, Inc., Amendment No.
           1, executed August 15, 1997.
 
     5.1   Opinion of Edward E. Rhyne, General Counsel of the Registrant.

     5.2   Internal Revenue Service Determination Letter dated July 16, 1997.

     23.1  Consent of Arthur Andersen LLP.

     23.2  Consent of Edward E. Rhyne (included as part of Exhibit 5.1).

     24.1  Power of Attorney (set forth on the signature pages of this
           Registration Statement).

ITEM 9.  UNDERTAKINGS.

     Registrant hereby undertakes that it will submit all amendments to the Plan
to the Internal Revenue Service ("IRS") in a timely manner, and that it will
make all changes required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code.

     The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
     made of the securities registered hereby, a post-effective amendment to
     this Registration Statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of this Registration Statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      Registration Statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      Registration Statement or any material change to such
                      information in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     --------  -------                                                          
     (1)(ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by reference in
     this Registration Statement.

           (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.



                                     II-5
<PAGE>
 
     The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933  and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                     II-6
<PAGE>
 
                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of 
     --------------                                                         
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 15th day of
June, 1998.


                             QUANTA SERVICES, INC.



                             By: /s/ JOHN R. COLSON
                                --------------------------------------------
                                  John R. Colson, Chief Executive Officer

     Each person whose signature appears below hereby constitutes and appoints
John R. Colson  and Edward E. Rhyne and  each of them (with full power in each
of them to act alone), his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign and to file with the Commission
and the securities regulatory authorities of the several states registration
statements, any amendment or post-effective amendments or any and all other
documents in connection therewith, in connection with the registration under the
Securities Act of 1933, as amended, or the registration or qualification under
any applicable state securities laws or regulations, of interests in the Plan
and shares of Common Stock issuable pursuant to such Plan, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below in the City of Houston, State of Texas on the 15th
day of June, 1998.

Name                                  Title
----                                  -----


/s/ JOHN R. COLSON                    Chief Executive Officer and director
-------------------------------       (principal executive officer)       
John R. Colson                        


/s/ JAMES H. HADDOX                   Chief Financial Officer
-------------------------------       (principal financial and accounting
James H. Haddox                       officer)                           
         


/s/ VINCENT D. FOSTER                 Director
-------------------------------               
Vincent D. Foster


/s/ JOHN R. WILSON                    Director
-------------------------------               
John R. Wilson


/s/ TIMOTHY A. SOULE                  Director
-------------------------------               
Timothy A. Soule




                                     II-7
<PAGE>
 
Name                                  Title
----                                  -----


/s/ JOHN A. MARTELL                   Director
-------------------------------                           
John A. Martell


/s/ GARY A. TUCCI                     Director
-------------------------------                             
Gary A. Tucci


/s/ JAMES R. BALL                     Director
-------------------------------                             
James R. Ball


/s/ RODNEY D. PROTO                   Director
-------------------------------                           
Rodney D. Proto


/s/ MICHAEL T. WILLIS                 Director
------------------------------                         
Michael T. Willis




                                     II-8
<PAGE>
 
     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     --------                                                                  
Trustee of the Plan has duly caused this Registration Statement to be signed on
the Plan's behalf by the undersigned, thereunto duly authorized, in the City of
Santa Rosa, State of California, on the 15th day of June, 1998.


                            STOCK OWNERSHIP PLAN OF NORAM
                            TELECOMMUNICATIONS, INC.


                            By: /s/ DAVID RYAN
                               -----------------------------------
                               David Ryan, Trustee





                                     II-9
<PAGE>
 
                               INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                               Numbered
Number   Exhibit                                                        Page
------   -------                                                    ------------

4.1      Stock Ownership Plan of NorAm Telecommunications, Inc.,
         dated as of December 17, 1996.

4.2      Stock Ownership Plan of NorAm Telecommunications, Inc.,
         Amendment No. 1, executed August 15, 1997.

5.1      Opinion of Edward E. Rhyne, General Counsel of the Registrant.

5.2      Internal Revenue Service Determination Letter dated July 16, 1997.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Edward E. Rhyne (included as part of Exhibit 5.1).

24.1     Power of Attorney (set forth on the signature pages of this
         Registration Statement).




                                     II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28014}]
{"company-data": {"conformed-name": "QUANTA SERVICES INC", "cik": "0001050915", "assigned-sic": "1731", "irs-number": "742851603", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56849", "film-number": "98648201"}, "business-address": {"street1": "1360 POST OAK BLVD", "street2": "SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7133506000"}, "mail-address": {"street1": "1360 POST OAK BLVD SUITE 800", "street2": "1360 POST OAK BLVD SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
As filed with the Securities and Exchange Commission on June 15, 1998
                                                           Registration No. 333-

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                              -------------------

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              -------------------

                             QUANTA SERVICES, INC.
            (Exact name of registrant as specified in its charter)

 
           DELAWARE                                      74-2851603
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

 
                         3555 TIMMONS LANE, SUITE 610
                             HOUSTON, TEXAS  77027
                                (713) 629-7600
             (Address of registrant's principal executive offices)

                            STOCK OWNERSHIP PLAN OF
                        NORAM TELECOMMUNICATIONS, INC.
                             (Full Title of Plan)

                              -------------------

        John R. Colson           Copy to:           Eric A. Blumrosen
   Chief Executive Officer                  Gardere Wynne Sewell & Riggs, L.L.P.
 3555 Timmons Lane, Suite 610                   333 Clay Avenue, Suite 800
    Houston, Texas  77027                       Houston, Texas  77002-4086
        (713) 629-7600                                 (713) 308-5533

         (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================== 
       TITLE OF EACH CLASS                              PROPOSED MAXIMUM       PROPOSED MAXIMUM
       OF SECURITIES TO BE            AMOUNT TO BE     OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
           REGISTERED              REGISTERED (1) (2)       SHARE (3)            PRICE (1)(3)       REGISTRATION FEE (3)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.00001 par value     303,556 shares          $13.719               $4,164,485              $1,229
=======================================================================================================================
(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the employee benefit plan
       described herein.
(2)    The shares of Common Stock, $.00001 par value ("Common Stock"), of Quanta
       Services, Inc., a Delaware corporation (the "Registrant"), being
       registered hereby consist of shares held by the Trustee pursuant to Stock
       Ownership Plan of NorAm Telecommunications, Inc. (the "Plan") for the
       accounts of participants.
(3)    Calculated pursuant to Rule 457(h), based on the average of the high and
       low prices for Common Stock on June 8, 1998, as reported on The New York
       Stock Exchange, Inc.

================================================================================
PART I

               INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended, and the Note to Part
     I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

       (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997 (Commission File No. 001-13831), filed with the
     Commission on March 31, 1998;

       (2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
     March 31, 1998 (Commission File No. 001-13831), filed with the Commission
     on May 6, 1998; and

       (3) The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-A, as filed with the
     Commission on January 28, 1998 (as amended by the Registrant's Amendment
     No. 1 to Form 8-A filed with the Commission on February 5, 1998, and the
     Registrant's Amendment No. 2 to Form 8-A filed with the Commission on
     February 6, 1998).

     In addition, all documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  The consolidated financial statements and schedules incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated on their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Edward E. Rhyne, General Counsel for the Registrant, has rendered an
opinion as to the legality of the securities being registered hereby. Mr. Rhyne
holds options to purchase 60,000 shares of Common Stock, all of which are
exercisable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law
--------------------------------

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by

                                     II-2
or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee, or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity,

                                     II-3
or arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of
Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee, or agent, and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

     Section 102(b)(7) of the DGCL provides that a certificate of poration
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law, (iii) under Section 174 of DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.

Amended and Restated Certificate of Incorporation
-------------------------------------------------

     The Registrant's Amended and Restated Certificate of Incorporation provides
that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided for in Section 174 of the
DGCL.  If the DGCL is amended to authorize the further elimination or limitation
of the liability of directors, then the liability of a director of the
Registrant, in addition to the limitation on personal liability described above,
shall be limited to the fullest extent permitted by the amended DGCL. Further,
any repeal or modification of such provision of the Amended and Restated
Certificate of Incorporation by the stockholders of the Registrant shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Registrant existing at the time of such repeal or
modification.

Bylaws
------

     The Bylaws of the Registrant provide that the Registrant will indemnify and
hold harmless any director or officer of the Registrant to the fullest extent
permitted by applicable law, as in effect as of the date of the adoption of the
Bylaws or to such greater extent as applicable law may thereafter permit, from
and against all losses, liabilities, claims, damages, judgments, penalties,
fines, amounts paid in settlement, and expenses (including attorneys' fees)
whatsoever arising out of any event or occurrence related to the fact that such
person is or was a director or officer of the Registrant and further provide
that the Registrant may, but is not required to, indemnify and hold harmless any
employee or agent of the Registrant or a director, officer, employee or agent of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise who is or was serving in such capacity at the written
request of the Registrant; provided, however, that the Registrant is only
required to indemnify persons serving as directors, officers, employees, or
agents of the Registrant for the expenses incurred in a proceeding if such
person has met the standards of conduct that make it permissible under the laws
of the State of Delaware for the Registrant to indemnify the claimant for the
amount claimed, but the burden of proving such defense will be on the
Registrant. The Bylaws further provide that, in the event of any threatened or
pending action, suit, or proceeding in which any of the persons referred to
above is a party or is involved and that may give rise to a right of
indemnification under the Bylaws, following written request by such person, the
Registrant will promptly pay to such person amounts to cover expenses reasonably
incurred by such person in such proceeding in advance of its final disposition
upon the receipt by the Registrant of (i) a written undertaking executed by or
on behalf of such person providing that such person will repay the advance if it
is ultimately determined that such person is not entitled to be indemnified by
the Registrant as provided in the Bylaws and (ii) satisfactory evidence as to
the amount of such expenses.

Insurance
---------

     The Registrant intends to maintain liability insurance for the benefit of
its directors and officers.

                                     II-4
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1   Stock Ownership Plan of NorAm Telecommunications, Inc., dated as of
           December 17, 1996.

     4.2   Stock Ownership Plan of NorAm Telecommunications, Inc., Amendment No.
           1, executed August 15, 1997.
 
     5.1   Opinion of Edward E. Rhyne, General Counsel of the Registrant.

     5.2   Internal Revenue Service Determination Letter dated July 16, 1997.

     23.1  Consent of Arthur Andersen LLP.

     23.2  Consent of Edward E. Rhyne (included as part of Exhibit 5.1).

     24.1  Power of Attorney (set forth on the signature pages of this
           Registration Statement).

ITEM 9.  UNDERTAKINGS.

     Registrant hereby undertakes that it will submit all amendments to the Plan
to the Internal Revenue Service ("IRS") in a timely manner, and that it will
make all changes required by the IRS in order to qualify the Plan under Section
401 of the Internal Revenue Code.

     The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
     made of the securities registered hereby, a post-effective amendment to
     this Registration Statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
                      after the effective date of this Registration Statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      Registration Statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      Registration Statement or any material change to such
                      information in this Registration Statement;

     provided, however, that the undertakings set forth in paragraphs (1)(i) and
     --------  -------                                                          
     (1)(ii) above do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by reference in
     this Registration Statement.

           (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

                                     II-5
The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the annual report of the
Plan pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933  and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     II-6
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of 
     --------------                                                         
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 15th day of
June, 1998.

                             QUANTA SERVICES, INC.

                             By: /s/ JOHN R. COLSON
                                --------------------------------------------
                                  John R. Colson, Chief Executive Officer

     Each person whose signature appears below hereby constitutes and appoints
John R. Colson  and Edward E. Rhyne and  each of them (with full power in each
of them to act alone), his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign and to file with the Commission
and the securities regulatory authorities of the several states registration
statements, any amendment or post-effective amendments or any and all other
documents in connection therewith, in connection with the registration under the
Securities Act of 1933, as amended, or the registration or qualification under
any applicable state securities laws or regulations, of interests in the Plan
and shares of Common Stock issuable pursuant to such Plan, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below in the City of Houston, State of Texas on the 15th
day of June, 1998.

Name                                  Title
----                                  -----

/s/ JOHN R. COLSON                    Chief Executive Officer and director
-------------------------------       (principal executive officer)       
John R. Colson                        

/s/ JAMES H. HADDOX                   Chief Financial Officer
-------------------------------       (principal financial and accounting
James H. Haddox                       officer)                           
         

/s/ VINCENT D. FOSTER                 Director
-------------------------------               
Vincent D. Foster

/s/ JOHN R. WILSON                    Director
-------------------------------               
John R. Wilson

/s/ TIMOTHY A. SOULE                  Director
-------------------------------               
Timothy A. Soule

                                     II-7
Name                                  Title
----                                  -----

/s/ JOHN A. MARTELL                   Director
-------------------------------                           
John A. Martell

/s/ GARY A. TUCCI                     Director
-------------------------------                             
Gary A. Tucci

/s/ JAMES R. BALL                     Director
-------------------------------                             
James R. Ball

/s/ RODNEY D. PROTO                   Director
-------------------------------                           
Rodney D. Proto

/s/ MICHAEL T. WILLIS                 Director
------------------------------                         
Michael T. Willis

                                     II-8
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
     --------                                                                  
Trustee of the Plan has duly caused this Registration Statement to be signed on
the Plan's behalf by the undersigned, thereunto duly authorized, in the City of
Santa Rosa, State of California, on the 15th day of June, 1998.

                            STOCK OWNERSHIP PLAN OF NORAM
                            TELECOMMUNICATIONS, INC.

                            By: /s/ DAVID RYAN
                               -----------------------------------
                               David Ryan, Trustee

                                     II-9
INDEX TO EXHIBITS

                                                                    Sequentially
Exhibit                                                               Numbered
Number   Exhibit                                                        Page
------   -------                                                    ------------

4.1      Stock Ownership Plan of NorAm Telecommunications, Inc.,
         dated as of December 17, 1996.

4.2      Stock Ownership Plan of NorAm Telecommunications, Inc.,
         Amendment No. 1, executed August 15, 1997.

5.1      Opinion of Edward E. Rhyne, General Counsel of the Registrant.

5.2      Internal Revenue Service Determination Letter dated July 16, 1997.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Edward E. Rhyne (included as part of Exhibit 5.1).

24.1     Power of Attorney (set forth on the signature pages of this
         Registration Statement).

                                     II-10