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): September 27, 2005

Dycom Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Florida	0-5423	59-1277135
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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 September 27, 2005, Dycom Industries, Inc. (“Dycom”) issued a press release announcing the extension of its tender offer from 5 p.m. to midnight on October 11, 2005 as well as additional information for shareholders regarding the 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 September 27, 2005.

     The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, unless the Registrant specifically states that it is so incorporated by reference.

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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: September 27, 2005	By:	/s/ Richard B. Vilsoet
		Richard B. Vilsoet
		Corporate Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release of Dycom Industries, Inc. issued on September 27, 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 September 27, 2005

DYCOM INDUSTRIES, INC. EXTENDS TENDER OFFER FROM 5 P.M. TO MIDNIGHT
ON OCTOBER 11, 2005 AND ANNOUNCES ADDITIONAL INFORMATION FOR
SHAREHOLDERS REGARDING THE TENDER OFFER

Palm Beach Gardens, Florida, September 27, 2005—Dycom Industries, Inc. (NYSE Symbol: “DY”), which commenced a modified “Dutch Auction” tender offer on September 13, 2005 to purchase up to 9,500,000 shares of its common stock at a price per share not less than $18.50 and not greater than $21.00, announced today an extension of its tender offer from 5:00 p.m. to 12:00 midnight, New York City time, on Tuesday, October 11, 2005, as well as certain additional information for shareholders regarding the tender offer, and has filed today Amendment No. 1 to its Schedule TO regarding, among other things, such extension and additional information.

Extension of Tender Offer

The tender offer, which was originally due to expire at 5:00 p.m., New York City time, on Tuesday, October 11, 2005, has been extended seven hours and will now expire at 12:00 midnight, New York City time, on Tuesday, October 11, 2005, unless the Company further extends the tender offer. This change was made in order to ensure that the information contained in the Schedule TO filed by the Company on September 13, 2005, and the information in this press release and in Amendment No. 1 to Schedule TO being filed today is available to shareholders for a sufficient period of time prior to the expiration of the tender offer, in accordance with regulations of the Securities and Exchange Commission. All terms and conditions of the Offer to Purchase and related materials distributed to shareholders continue to apply to the tender offer, as extended.

Notification to Holders of Purchase Price

Following the expiration of the tender offer, once the Company has determined the purchase price that it will pay for shares properly tendered and not properly withdrawn in the tender offer, the Company will promptly disclose such price in a manner reasonably calculated to inform security holders of this information, which will include a press release and a filing on Form 8-K of such information.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF DYCOM INDUSTRIES COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY HAS DISTRIBUTED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS, AS REVISED BY THE AMENDMENTS TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL, AND RELATED MATERIALS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON THE DATE HEREOF, BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON “SCHEDULE TO,” THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS AMENDED ON THE DATE HEREOF, AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING GEORGESON SHAREHOLDER COMMUNICATIONS INC., THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL-FREE AT (866) 203-1198. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO 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.

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