<PAGE> 1
Side 1
DYCOM INDUSTRIES, INC.
First Union Center, Suite 600
4440 PGA Boulevard, Palm Beach Gardens, Florida 33410-6542
PROXY FOR THE 1996
ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 25, 1996
This proxy is solicited on behalf of the Board of Directors of Dycom
Industries, Inc. (the "Company"). The undersigned hereby appoints
Thomas R. Pledger and Ronald P. Younkin, and each of them, proxies
and attorneys-in-fact, with the power of substitution (the action of
both of them or their substitutes present and acting or if only one
be present and acting, then the action of such one to be in any event
controlling) to vote all shares of common stock held of record by the
undersigned on October 10, 1996 at the 1996 Annual Meeting of
shareholders of Dycom Industries, Inc. scheduled to be held on
November 25, 1996, and at any adjournments thereof.
The shares represented by this proxy will be voted as directed by
the Shareholder. If no direction is given when the duly executed
proxy is returned, such shares will be voted "FOR" the nominees named
hereon. The shares will be voted in the discretion of the proxies and
attorneys-in-fact on the transaction of such other business as may
properly come before the meeting and any adjournments thereof.
PLEASE VOTE AND SIGN ON REVERSE SIDE AND RETURN
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Side 2
1. The election of the nominees for director as set forth in the Proxy
Statement accompanying the Notice of Meeting and listed below. The
Board of Directors recommends a vote FOR the election of the nominees
listed below.
Louis W. Adams, Jr. / /For / / Against
Steven E. Nielsen / /For / / Against
Thomas R. Pledger / /For / / Against
2. To vote in their discretion on the transaction of such other business
as may properly come before the meeting and any adjournments thereof.
Dated: , 1996
Signature
Signature (if held jointly)
Please date and sign as your name appears
on the label affixed hereto, and return in
the enclosed envelope. If acting as
attorney, executor, administrator, trustee,
or guardian, you should so indicate when
signing. If the signer is a corporation,
please sign the full corporate name by a
duly authorized officer. If the shares are
held jointly, each Shareholder named is
required to sign.
