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): January 7, 2002

                             DYCOM INDUSTRIES, INC.
               (Exact name of registrant as specified in charter)


         FLORIDA                      0-5423                    59-1277135
(State or other jurisdiction         (Commission             (I.R.S. Employer
of incorporation)                     File Number)           Identification No.)


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


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




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

         On January 7, 2002, Dycom Industries, Inc., a Florida corporation
("Dycom"), issued a press release announcing that it had entered into an
Agreement and Plan of Merger, dated as of January 6, 2002, with Arguss
Communications, Inc., a Delaware corporation, and Troy Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Dycom. A copy of the press
release is attached hereto as Exhibit 99.1 and Dycom hereby incorporates the
press release herein by reference.

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

(c)      Exhibits.

Exhibit No.       Description
- -----------       --------------
    99.1          Press Release, dated January 7, 2002.





         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.

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


Date:    January 7, 2002





                                  EXHIBIT INDEX



Exhibit No.       Description
- -----------       --------------
    99.1          Press Release, dated January 7, 2002.

EX-99.H

FOR IMMEDIATE RELEASE
Palm Beach Gardens, Florida                                      January 7, 2002


          DYCOM INDUSTRIES, INC. TO ACQUIRE ARGUSS COMMUNICATIONS, INC.


          PALM BEACH GARDENS, FLORIDA and ROCKVILLE, MARYLAND (January 7, 2002)
- -- DYCOM INDUSTRIES, INC. (NYSE: DY) and ARGUSS COMMUNICATIONS, INC. (NYSE: ACX)
announced today that they have signed a definitive merger agreement pursuant to
which Dycom will acquire all the outstanding shares of Arguss in a
stock-for-stock transaction. In the transaction, each outstanding share of
Arguss common stock will be exchanged for 0.3333 shares of Dycom common stock.

          Based upon the closing price of Dycom common stock of $17.30 on
January 4, 2002, the value of the consideration to be received by stockholders
of Arguss is approximately $5.77 per share of Arguss common stock or $83.7
million in the aggregate. The implied value represents a premium of
approximately 30.5% to the closing price of Arguss common stock on January 4,
2002.

          Under the terms of the merger agreement, a newly formed, wholly owned
subsidiary of Dycom will commence an exchange offer in which it will offer
0.3333 of a share of Dycom common stock for each outstanding share of Arguss
common stock. The exchange offer will be followed by a merger in which Dycom
would acquire, at the same exchange ratio, the remaining shares of Arguss common
stock not previously acquired in the exchange offer. The exchange offer is
expected to commence as soon as practicable after the filing of required
documents with the U.S. Securities and Exchange Commission.

          "Dycom's acquisition of Arguss strategically strengthens our customer
base, geographic scope, and technical service capabilities," said Steven E.
Nielsen, Chairman and Chief Executive Officer of Dycom. "It significantly
enhances our broadband construction and design service offerings just as recent
industry developments indicate new potential opportunities. Together our
combined scale will enable us to better serve our customers while also
generating opportunities for cost synergies."

          Rainer H. Bosselmann, Chairman and Chief Executive Officer of Arguss,
said, "We believe this transaction is an excellent fit for both companies, both
strategically and operationally. Dycom has demonstrated an outstanding track
record in the industry, and the combination offers our stockholders an excellent
opportunity for future growth."

          The transaction is expected to qualify as a "tax-free" reorganization
for federal income tax purposes. The offer is subject to the satisfaction of
customary conditions, including the tender for exchange of at least a majority
of Arguss' outstanding shares and the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act. The offer




is also subject to the lenders under Arguss' syndicated credit agreement
agreeing to extend their forbearance agreement until the consummation of the
merger.

          In connection with the merger agreement, Dycom has entered into a
stockholders' agreement with Mr. Bosselmann and certain other directors and
executive officers of Arguss pursuant to which they have agreed to tender their
shares into the offer, vote in favor of the merger and against any competing
transaction and grant an irrevocable proxy to Dycom.

          Merrill Lynch & Co. and Banc of America Securities LLC are acting as
financial advisors to Dycom and Shearman & Sterling is its outside legal
counsel. Allen & Company Incorporated is acting as financial advisor to Arguss
and Gibson, Dunn & Crutcher LLP is its outside legal counsel.

          Dycom will discuss this transaction in a conference call with
investors beginning at 4:30 PM Eastern Standard Time on Monday, January 7, 2002.
To participate in this conference call in the United States call 1-800-230-1085
and internationally call (612)-288-0318 and ask for the "Dycom acquisition"
conference call.  A live webcast of the conference call will be available at
http://www.dycomind.com.

          Dycom is a leading provider of engineering, construction, and
maintenance services to telecommunication providers throughout the United
States. Additionally, Dycom 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.

          Arguss conducts its operations through its wholly owned subsidiaries -
Arguss Communications Group, Inc. and Conceptronic, Inc. Arguss Communications
Group designs, constructs, reconstructs, maintains and repairs telecommunication
systems and provides aerial, underground and premise construction services and
splicing of both fiber optic and coaxial cable to major telecommunication
customers. Conceptronic manufactures and sells highly advanced,
computer-controlled capital equipment used in the SMT circuit assembly industry.

FORWARD LOOKING STATEMENTS:

          This news release contains forward-looking statements under
the Private Securities Litigation Reform Act of 1995. These forward-looking
statements, which include, but are not limited to, statements concerning the
financial condition, results of operations and businesses of Dycom and Arguss
and the benefits expected to result from the contemplated transaction, are based
on management's current expectation and estimates and involve risks and
uncertainties that could cause actual results or outcomes to differ materially
from those contemplated by the forward-looking statements.

          Factors that could cause or contribute to such differences include,
but are not limited to, the risk that the conditions relating to the required
minimum tender of shares, the approval by the Arguss shareholders of the
subsequent merger (if that approval is necessary) or regulatory clearance might
not be satisfied in a timely manner or at all, risks relating to the timing and
successful completion of technology and product development efforts, integration
of the technologies and businesses of Dycom and Arguss, unanticipated
expenditures, changing relationships with customers, suppliers and strategic
partners, conditions of the economy and other factors described in the most
recent reports on Form 10-Q, most recent reports on Form 10-K and other periodic
reports filed by Dycom and Arguss with the Securities and Exchange Commission.

ADDITIONAL INFORMATION:

          Dycom intends to file a Registration Statement on Form S-4 and
Schedule TO, and Arguss plans to file a Solicitation/Recommendation Statement on
Schedule 14D-9, with the U.S. Securities and Exchange Commission in connection
with the transaction. Dycom and Arguss expect to mail a Prospectus, which is
part of the Registration Statement on Form S-4, the Schedule 14D-9 and related
tender offer materials, to stockholders of Arguss. These documents contain
important information about the transaction. Investors and security holders are
urged to read these documents carefully when they are available. Investors and
security holders will be able to obtain free copies of these documents through
the website maintained by the Commission at www.sec.gov. Free copies of these
documents may also be obtained from Dycom, by directing a request to Dycom
Industries, Inc., 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410, (561)
627-7171, or from Arguss, by directing a request to Arguss Communications, Inc.,
One Church Street, Suite 302, Rockville, Maryland 20850, (301) 315-0027.





          In addition to the Registration Statement, Schedule TO, Prospectus and
Schedule 14D-9, Dycom and Arguss file annual, quarterly and special reports,
proxy statements and other information with the Commission. You may read and
copy any reports, statements or other information filed by Dycom or Arguss at
the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549
or at any of the Commission's other public reference rooms in New York, New York
and Chicago, Illinois. Please call the Securities and Exchange Commission at
800-SEC-0330 for further information on the public reference rooms. Dycom's and
Arguss' filings with the Commission are also available to the public from
commercial document-retrieval services and at the website maintained by the
Commission at www.sec.gov.



Contacts:

Dycom Industries, Inc.
Palm Beach Gardens, FL
Steven E. Nielsen
Richard L. Dunn
(561) 627-7171


Arguss Communications, Inc.
Rockville, MD
Rainer H. Bosselmann
H. Haywood Miller, III
(301) 315-0027