8-K

                                  UNITED STATES

                       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): December 9, 2005

                             DYCOM INDUSTRIES, INC.
               ---------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)





                                                                                
             Florida                            0-5423                                59-1277135
- ---------------------------------      -----------------------         ---------------------------------------
 (State or Other Jurisdiction of       (Commission File Number)        (I.R.S. Employer Identification Number)
         Incorporation)


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

                         11770 US Highway One, Suite 101
                        Palm Beach Gardens, Florida 33408
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (561) 627-7171

                                 Not applicable

         (Former Name and Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 1.01 Entry into a Material Definitive Agreement.

     On December 9, 2005, Dycom Industries, Inc., a Florida corporation
("Dycom"), Prince Telecom Holdings, Inc., a Delaware corporation ("Prince
Telecom") and the stockholders and certain optionholders of Prince Telecom
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
pursuant to which Dycom will purchase all of the issued and outstanding shares
of common stock of Prince Telecom for approximately $65.1 million in cash. Under
the terms of the Stock Purchase Agreement, Prince Telecom will become a
wholly-owned subsidiary of Dycom. Dycom and Prince Telecom made certain
representations and warranties to each other in the Stock Purchase Agreement. In
addition, the parties made covenants customary for transactions of this type,
including covenants governing the operation of Prince Telecom's business prior
to the closing of the transaction. Subject to certain limitations, the
stockholders and certain optionholders of Prince Telecom have agreed to
indemnify Dycom against losses from breaches of the representations, warranties
and covenants of the Company contained in the Stock Purchase Agreement.

     The consummation of the transaction is subject to the satisfaction of
certain customary closing conditions, including expiration or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended. On December 2, 2005, Dycom and Prince filed a Premerger
Notification and Report Form with the Department of Justice and with the Federal
Trade Commission, pursuant to Section 7A of the Clayton Act, as amended. Dycom
requested that the early termination of the Hart-Scott-Rodino waiting period be
granted, and on December 14, 2005, the Federal Trade Commission granted early
termination of such waiting period. Dycom expects to close the transaction
immediately upon satisfaction of the remaining closing conditions.


Item 8.01 Other Events.

     On December 9, 2005, Dycom issued a press release announcing the execution
of the Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None.

(b) Pro forma financial information.

None.

(c) Exhibits. The following Exhibits are filed as part of this Report on Form
8-K:


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

99.1            Press release of Dycom Industries, Inc. issued on December 9,
                2005.






                                    SIGNATURE

     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.
                                           (Registrant)



Date:  December 15, 2005                    By:  /s/ Richard L. Dunn
                                                 -------------------------------
                                                 Richard L. Dunn
                                                 Senior Vice President and Chief
                                                 Financial Officer








                                  EXHIBIT INDEX

Exhibit No.      Description

  99.1           Press release of Dycom Industries, Inc. issued on December 9,
                 2005.

EX-99

                                                                    Exhibit 99.1

                              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                                    December 09, 2005

                 DYCOM TO ACQUIRE PRINCE TELECOM HOLDINGS, INC.

Palm Beach Gardens, Florida, December 09, 2005 -- Dycom Industries, Inc. (NYSE
Symbol: "DY") announced today that it has entered into a stock purchase
agreement with Prince Telecom Holdings, Inc. pursuant to which Dycom will
acquire Prince Telecom for approximately $65.1 million in cash. Under the terms
of the purchase agreement, Prince Telecom will become a wholly owned subsidiary
of Dycom. The consummation of the merger 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 acquisition will be consummated prior to the end of December 2005.

Prince Telecom installs and maintains customer premise equipment, including set
top boxes and cable modems, for leading cable multiple system operators
throughout the United States.

Dycom http://www.dycomind.com/ is a leading provider of specialty contracting
services throughout the United States. These services include engineering,
construction, maintenance and installation services to telecommunications
providers, underground locating services to various utilities, including
telecommunications providers, and other construction and maintenance services to
electric utilities and others.

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, whether
recent acquisitions can be efficiently integrated into our existing operations,
the impact of any future acquisitions, the anticipated outcome of other
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.


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