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: February 25, 1998


                             Dycom Industries, Inc.
             (Exact name of Registrant as specified in its charter)


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


4440 PGA Boulevard, Suite 600, Palm Beach Gardens, Florida             33410
(Address of principal executive offices)                             (Zip Code)


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

                             Exhibit Index on Page 3









                                        2

Item 5.  Other Events.

                  On February 23, 1998, the Company issued a press release
announcing that it had entered into merger agreements whereby Installation
Technicians, Inc. and Cable Com, Inc. will become wholly-owned subsidiaries of
the Company. Upon consummation of such mergers, the stockholders of Cable Com,
Inc. and Installation Technicians, Inc. will receive, respectively, 1.2 million
and 600,000 shares of common stock of the Company.








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                                  EXHIBIT INDEX


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

   99(i)                     Press Release, dated February 23, 1998.









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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:    February 25, 1998              By:   /s/ Thomas R. Pledger
                                        ---------------------------------------
                                        Name:     Thomas R. Pledger
                                        Title:    Chairman and Chief Executive
                                                  Officer

EX-99.(I)

Exhibit 99(i)

                             DYCOM INDUSTRIES, INC.
           4440 PGA Boulevard / Palm Beach Gardens, Florida 33410-6542
            First Union Center / Suite 600 / Telephone (561) 627-7171


                                  NEWS RELEASE


FOR IMMEDIATE RELEASE      Contact:  Thomas R. Pledger, Chairman and CEO
                                     Steven E. Nielsen, President and COO
                                     Douglas J. Betlach, Vice President and CFO
                                         (561) 627-7171

             Dycom Industries, Inc. Signs Agreement To Acquire Stock
               Of CableCom Inc. And Installation Technicians, Inc.


Dycom Industries, Inc. (NYSE: "DY"), Palm Beach Gardens, Florida, February 23,
1998, announced today that it has entered into merger agreements whereby
Installation Technicians, Inc. and CableCom Inc. will become wholly-owned
subsidiaries of Dycom.

CableCom Inc., a Lithonia, Georgia based firm, provides construction services to
cable television multiple system operators throughout the United States.
Installation Technicians, Inc., a Kimberling City, Missouri based firm, provides
construction and engineering services to local and long distance telephone
companies throughout the United States. CableCom and Installation Technicians
share common ownership.

Commenting on the agreements, Thomas R. Pledger, Chairman and CEO, stated, "We
feel the addition of the services provided by CableCom and Installation
Technicians will greatly enhance our construction and engineering capabilities
nationwide with special emphasis in the Central and Western United States."

Dycom is a leading provider of engineering, construction, and maintenance
services to telecommunications providers that operate throughout the United
States. Additionally, the Company 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 electric utility contracting services.

A Tele-Conference call to discuss these mergers will be hosted at 1:00 p.m. EST,
Monday, February 23, 1998; Call 800-288-8974, Request "Dycom Second Quarter
Earnings."