SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No.1)

                           ARGUSS COMMUNICATIONS, INC.
                       (Name of Subject Company (Issuer))


                             TROY ACQUISITION CORP.
                             DYCOM INDUSTRIES, INC.
                                    (Offeror)
    (Names of Filing Persons (identifying status as offeror, issuer or other
                                    person))

                     Common Stock, Par Value $.01 Per Share
           Including the Associated Right to Purchase Preferred Stock
                         (Title of Class of Securities)

                                    040282105
                      (CUSIP Number of Class of Securities)

                              MARC R. TILLER, ESQ.
                             DYCOM INDUSTRIES, INC.
                          4440 PGA BOULEVARD, SUITE 500
                        PALM BEACH GARDENS, FLORIDA 33410
                                 (561) 627-7171
  (Name, Address and Telephone Number of Persons Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)

                                    Copy to:
                              STEPHEN M. BESEN, ESQ.
                               SHEARMAN & STERLING
                              599 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 848-4000

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the
statement relates:

   [X]  third-party tender offer subject to Rule 14d-1.
   [ ]  issuer tender offer subject to Rule 13e-4.
   [ ]  going-private transaction subject to Rule 13e-3.
   [ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]

      This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (this "Schedule TO") filed by Dycom Industries, Inc., a
Florida corporation ("Dycom"), and Troy Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Dycom ("Purchaser") on January 23,
2002. This Schedule TO relating to the offer by Dycom, through its wholly owned
subsidiary, Purchaser, to exchange for each outstanding share of common stock,
par value $.01 per share (together with the associated right to purchase
preferred stock, the "Shares"), of Arguss Communications, Inc., a Delaware
corporation ("Arguss"), 0.3333 shares of Dycom Industries, Inc. common stock,
par value $0.33-1/3 per share (together with the associated right to purchase
preferred shares, the "Dycom Shares"), upon the terms and subject to the
conditions set forth in the Prospectus dated January 23, 2002, as amended on
February 5, 2002 (the "Prospectus") and in the related Letter of Transmittal
which are Exhibits (a)(1) and (a)(2) to the Schedule TO.

      The information set forth in the Prospectus and the related Letter of
Transmittal is incorporated herein by reference in response to Items 2 - 11
of this Schedule TO.

ITEM 11.    ADDITIONAL INFORMATION

            Item 11 is hereby amended and supplemented as follows:

     Dycom amended the Prospectus referred to in Exhibit (a)(1) hereto and
issued a press release contained in Exhibit (a)(10) hereto. The information
included in the press release is incorporated herein by reference. In addition,
opinions of tax counsel with respect to the tax consequences of the offer and
the merger have been issued and are contained in Exhibits (h)(1) and (h)(2)
hereto.

ITEM 12.    MATERIAL TO BE FILED AS EXHIBITS.

(a)(1)      Prospectus dated February 5, 2002 (incorporated herein by reference
            to Dycom's Registration Statement on Form S-4, as amended on
            February 5, 2002).

(a)(10)     Press release issued by Dycom on January 29, 2002 (filed under
            Rule 425 under the Securities Act of 1933, as amended, by Dycom on
            January 29, 2002).

(h)(1)      Opinion of Shearman & Sterling regarding United States federal
            income tax aspects of the offer and the merger (incorporated herein
            by reference to Exhibit 8.1 to Dycom's Registration Statement on
            Form S-4, as amended on February 5, 2002).

(h)(2)      Opinion of Gibson, Dunn & Crutcher LLP regarding United States
            federal income tax consequences of the offer and the merger
            (incorporated herein by reference to Exhibit 8.2 to Dycom's
            Registration Statement on Form S-4, as amended on February 5, 2002).

      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  February 5, 2002

                                            TROY ACQUISITION CORP.


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



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      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  February 5, 2002

                                            DYCOM INDUSTRIES, INC.


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


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                                  EXHIBIT INDEX


EXHIBIT
NO.

(a)(1)      Prospectus dated February 5, 2002 (incorporated herein by reference
            to Dycom's Registration Statement on Form S-4, as amended on
            February 5, 2002).

(a)(10)     Press release issued by Dycom on January 29, 2002 (filed under Rule
            425 under the Securities Act of 1933, as amended, by Dycom on
            January 29, 2002).

(h)(1)      Opinion of Shearman & Sterling regarding United States federal
            income tax aspects of the offer and the merger (incorporated herein
            by reference to Exhibit 8.1 to Dycom's Registration Statement on
            Form S-4, as amended on February 5, 2002).

(h)(2)      Opinion of Gibson, Dunn & Crutcher LLP regarding United States
            federal income tax consequences of the offer and the merger
            (incorporated herein by reference to Exhibit 8.2 to Dycom's
            Registration Statement on Form S-4, as amended on February 5, 2002).


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EX-99.A.10

                                   NEWSRELEASE

                              FOR IMMEDIATE RELEASE


Palm Beach Gardens, Florida                                     January 29, 2002

                 DYCOM ANNOUNCES EARLY TERMINATION OF ANTITRUST
                    WAITING PERIOD FOR ACQUISITION OF ARGUSS
                              COMMUNICATIONS, INC.

PALM BEACH GARDENS, FLORIDA (January 29, 2002) - DYCOM INDUSTRIES, INC. (NYSE:
DY) announced today that the Federal Trade Commission has informed it and Arguss
Communications, Inc. (NYSE: ACX) that, with respect to the proposed acquisition
by Dycom of Arguss, early termination of the 30-day waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been
granted by the FTC and the Antitrust Division of the Department of Justice, as
provided by Section 7A(b)(2) of the Clayton Act and Sections 803.10(b) and
803.11(c) of the HSR Act's Premerger Notification Rules. The effective date of
early termination is January 28, 2002. The granting of early termination means
that the HSR Act no longer prohibits consummation of the proposed acquisition.
This grant of early termination will be published in due course in the Federal
Register and on the FTC's Internet site.

On January 7, 2002, Dycom and Arguss entered into a definitive merger


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agreement pursuant to which Dycom will acquire all the outstanding shares of
Arguss in a stock-for-stock transaction. On January 23, 2002, pursuant to the
terms of the merger agreement, a newly formed, wholly owned subsidiary of Dycom
commenced an exchange offer in which it is offering to exchange 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 scheduled to
expire at 12:00 Midnight, Eastern Standard Time, on Wednesday, February 20,
2002.

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

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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 U.S. Securities and Exchange Commission.

ADDITIONAL INFORMATION:

Dycom filed a Registration Statement on Form S-4 and a Tender Offer Statement on
Schedule TO and Arguss filed a Solicitation/Recommendation Statement on Schedule
14D-9 with the Commission in connection with the transaction on January 23,
2002. Dycom and Arguss have also mailed 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


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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 to 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
Commission's 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 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.

FOR FURTHER INFORMATION PLEASE CONTACT:

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


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