Dycom Industries Inc.

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): October 4, 2005

Dycom Industries, Inc.

(Exact Name of Registrant as Specified in Charter)


Florida	0-5423	59-1277135
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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:


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


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


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


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

Item 8.01 Other Events.

On October 4, 2005, Dycom Industries, Inc. (“Dycom”) issued a press release announcing the pricing of $150 million aggregate principal amount of Senior Subordinated Notes due 2015 at 8 1/8%. A copy of the press release is attached as Exhibit 99.1 hereto, the contents of which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

None.

(b) Pro forma financial information.

None.


Exhibit No.		Description
	99.1	Press release of Dycom Industries, Inc. issued on October 4, 2005.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, unless the Registrant specifically states that it is so incorporated by reference.

SIGNATURES

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


	DYCOM INDUSTRIES, INC.
Date: October 4, 2005	By:	/s/ Richard B. Vilsoet
		Richard B. Vilsoet
		Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description
	99.1	Press release of Dycom Industries, Inc. issued on October 4, 2005.

EXHIBIT 99.1

NEWS RELEASE


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		October 4, 2005

DYCOM INDUSTRIES, INC. ANNOUNCES PRICING OF $150 MILLION AGGREGATE
PRINCIPAL AMOUNT OF SENIOR SUBORDINATED NOTES

Palm Beach Gardens, Florida, October 4, 2005—Dycom Industries, Inc. (NYSE Symbol: “DY”) announced today the pricing of $150 million aggregate principal amount of Senior Subordinated Notes due 2015 at 8 1/8%. The notes are to be issued by Dycom Investments, Inc., a direct wholly owned subsidiary of Dycom Industries, Inc. (“Dycom”), and are to be guaranteed by Dycom and its significant subsidiaries.

The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The transaction is expected to close on October 11, 2005.

Dycom intends to use the proceeds from the issue to fund a portion of its purchase of up to 9.5 million shares of its common stock pursuant to its previously announced modified “Dutch auction” self-tender offer. The tender offer commenced on September 13, 2005 and is scheduled to expire at 12:00 midnight, New York City time, on October 11, 2005, unless extended by Dycom. To the extent the net proceeds from the issue are not required for use in the tender offer, Dycom may use such proceeds for general corporate purposes.

The notes and the guarantees thereof will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

This press release includes statements that constitute “forward-looking statements,” including with regard to the senior subordinated notes offering, such as the completion and timing thereof. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: uncertainties regarding investor demand for the notes; prevailing market conditions; business and economic conditions in the telecommunications industry affecting Dycom’s customers; the anticipated outcome of other contingent events, including litigation; other uncertainties and matters beyond the control of management; and the other risks detailed in Dycom’s periodic filings with the Securities and Exchange Commission. Dycom undertakes no obligation to update these statements for revisions or changes after the date of this release.

Notwithstanding any statement in this press release to the contrary, the safe harbor protections of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with a tender offer.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY AND DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFERING WOULD BE UNLAWFUL.

Dycom 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.