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 17, 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 17, 2005, Dycom Industries, Inc. (“Dycom”) issued a press release announcing the final 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 17, 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 17, 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 17, 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 17, 2005

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

Palm Beach Gardens, Florida, October 17, 2005—Dycom Industries, Inc. (NYSE Symbol: “DY”) announced today the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time, on October 11, 2005.

Based on the final tabulation by Wachovia Bank, N.A., the depositary for the tender offer, 8,763,451 shares of common stock were properly tendered and not withdrawn at prices at or below $21.00 per share. As a result, the Company has accepted for purchase 8,763,451 shares of common stock at a purchase price of $21.00 per share, for a total cost of approximately $184.0 million.

Wachovia Bank, N.A. will promptly issue payment for the shares validly tendered and accepted for purchase and will return all other shares tendered and not accepted for purchase.

Goldman, Sachs & Co. and Merrill Lynch & Co. acted as dealer managers for the tender offer, and Georgeson Shareholder Communications Inc. acted as the information agent for the tender offer.

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.