8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

       Date of Report (Date of earliest event reported): November 5, 2003

                             Dycom Industries, Inc.
             (Exact name of registrant as specified in its charter)



                                                                                                
                   Florida                                      0-5423                                59-1277135
         (State or other jurisdiction                   Commission File Number             (I.R.S. Employer Identification
      of incorporation or organization)                                                                Number)

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

   4440 PGA Boulevard, Suite 500 Palm Beach Gardens, Florida   33410
        (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (561) 627-7171






                             Exhibit Index on Page 3



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Item 5.   Other Events.
          -------------

          On November 6, 2003, Dycom Industries, Inc. issued a press release
with respect to its proposed acquisition of substantially all of the assets of
First South Utility Construction, Inc. The press release is attached hereto as
Exhibit 99.1 and is incorporated in its entirety by reference herein.



Item  7.  Financial Statements and Exhibits.
          ----------------------------------

          (c) EXHIBITS.

              99.1    Press Release dated November 6, 2003.



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                                  EXHIBIT INDEX

Exhibit No.       Description
- -----------       -----------

99.1              Press Release dated November 6, 2003.



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          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                               DYCOM INDUSTRIES, INC.

                               By:    /s/ Steven Nielsen
                                   -------------------------------------
                                   Name:  Steven Nielsen
                                   Title: President and Chief Executive Officer

EX-99.1

                                  [DYCOM LOGO]

                              N E W S  R E L E A S E
                              -------  -------------


FOR IMMEDIATE RELEASE         Contact:  Steven E. Nielsen, President and CEO
- ---------------------                   Richard L. Dunn, Senior Vice President
                                                and CFO

                                        (561) 627-7171


Palm Beach Gardens, Florida                                     November 6, 2003



               DYCOM TO ACQUIRE SUBSTANTIALLY ALL OF THE ASSETS OF
                     FIRST SOUTH UTILITY CONSTRUCTION, INC.

PALM BEACH GARDENS, FLORIDA (November 6, 2003) - DYCOM INDUSTRIES, INC. (NYSE:
DY) announced today that it has entered into an asset purchase agreement with
First South Utility Construction, Inc. pursuant to which it will purchase
substantially all of First South's assets, and assume certain liabilities
associated with these assets, for $50 million in cash and newly-issued Dycom
common stock with a value of $4 million. The completion of the purchase is
subject to certain customary closing conditions, including termination of the
30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. Dycom expects the purchase will be consummated in the first
week of December 2003.

First South, based in Greensboro, North Carolina, provides outside plant
construction, design and engineering services for telecommunication providers
throughout the eastern United States.

Dycom has scheduled a conference call for Tuesday, November 25, 2003, at 9:00
a.m. (ET) to review the Company's fiscal 2004 first quarter results and discuss
this acquisition. To participate in the conference call, dial 888-428-4479
(United States) or 651-291-5254 (International) ten minutes before the
conference call begins and ask for the "Dycom Earnings" conference call. A live
webcast of the conference call will be available at http://www.dycomind.com. If
you are unable to attend the conference call at the scheduled time, a replay of
the live webcast will also be available at http://www.dycomind.com until
Wednesday, December 24, 2003.

                                      *****
Dycom is a leading provider of engineering, construction, and maintenance
services to telecommunication providers throughout the United States.
Additionally, the Company provides similar services related to the installation
of integrated voice, data, and video local and wide area networks within office
buildings and similar structures. Dycom also provides underground utility
locating and mapping and electric utility construction services. Visit our
website at http://www.dycomind.com for additional corporate information.




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FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements as contemplated by the
1995 Private Securities Litigation Reform Act. Such statements include, but are
not limited to, the Company's expectations for revenues and earnings per share.
These statements are based on management's current expectations, estimates and
projections. Forward-looking statements are subject to risks and uncertainties
that may cause actual results in the future to differ materially from the
results projected or implied in any forward-looking statements contained in this
press release. Such risks and uncertainties include: business and economic
conditions in the telecommunications industry affecting our customers, the
adequacy of our insurance and other reserves and allowances for doubtful
accounts, whether the carrying value of our assets may be impaired, the
anticipated outcome of contingent events, including litigation, liquidity needs
and the availability of financing, as well as other risks detailed in our
filings with the Securities and Exchange Commission. The Company undertakes no
obligation to update the information in this press release.




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