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): October 12, 2005

Dycom Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Florida
(State or Other Jurisdiction
of Incorporation) 0-5423
(Commission File Number) 59-1277135
(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 12, 2005, Dycom Industries, Inc. (“Dycom”) issued a press release announcing the preliminary results of its Dutch Auction tender offer. A copy of the press release is attached as Exhibit 99.1 hereto, the contents of which are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

     None.

(b) Pro forma financial information.

     None.

(c) Exhibits.

Exhibit No.		Description
	99.1	Press release of Dycom Industries, Inc. issued on October 12, 2005.

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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 12, 2005	By:	/s/ Richard L. Dunn
		Richard L. Dunn
		Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release of Dycom Industries, Inc. issued on October 12, 2005.

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EX-99.1

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 October 12, 2005

DYCOM INDUSTRIES, INC. ANNOUNCES PRELIMINARY RESULTS OF
ITS DUTCH AUCTION TENDER OFFER

Palm Beach Gardens, Florida, October 12, 2005—Dycom Industries, Inc. (NYSE Symbol: “DY”) announced today the preliminary results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time, on October 11, 2005. In the tender offer, the Company offered to purchase up to 9.5 million shares of its common stock at a price that was not greater than $21.00 nor less than $18.50 per share.

The Company expects to accept for purchase 8,788,257 shares at a purchase price of $21 per share, for a total cost of approximately $184.6 million. Based on the preliminary count by Wachovia Bank, N.A., the depositary for the tender offer, 8,788,257 shares of common stock, including 4,588,258 shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn at prices at or below $21 per share.

The number of shares tendered and not withdrawn, and the purchase price are preliminary and are subject to verification by Wachovia Bank, N.A. The actual number of shares validly tendered and not withdrawn, and the purchase price will be announced promptly following completion of the verification process. Promptly after such announcement, the depositary will issue payment for the shares validly tendered and accepted under the tender offer and will return all other shares tendered.

The dealer managers for the tender offer are Goldman, Sachs & Co. and Merrill Lynch & Co., and the information agent is Georgeson Shareholder Communications Inc. The depositary is Wachovia Bank, N.A. For questions and information, please call the information agent toll free at (866) 203-1198.

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.