DYCOM INDUSTRIES INC, S-3, 1998-09-04

DYCOM INDUSTRIES INC
S-3, 1998-09-04
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
FLORIDA 59-1277135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

FIRST UNION CENTER
4440 PGA BOULEVARD, SUITE 600
PALM BEACH GARDENS, FLORIDA 33410
(561) 627-7171
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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THOMAS R. PLEDGER
FIRST UNION CENTER
4440 PGA BOULEVARD, SUITE 600
PALM BEACH GARDENS, FLORIDA 33410
(561) 627-7171
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:

<TABLE>
<S> <C>
MARK KESSEL, ESQ. HENRY D. KAHN, ESQ.
SHEARMAN & STERLING PIPER & MARBURY L.L.P.
599 LEXINGTON AVENUE 36 SOUTH CHARLES STREET
NEW YORK, NEW YORK 10022 BALTIMORE, MARYLAND 21201-3018
(212) 848-4000 (410) 539-2530
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: as soon as
practicable after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.33 1/3 par value............. 3,450,072 shares $30.8125 $106,305,344 $31,361
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</TABLE>

(1) Includes 450,009 shares subject to an over-allotment option granted to the
Underwriters.

(2) Estimated solely for the purposes of calculating the registration fee based
on the average of the high and low trading prices of the Common Stock on the
New York Stock Exchange on September 2, 1998.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 1998

3,000,063 SHARES

[DYCOM LOGO]

COMMON STOCK

Of the 3,000,063 shares of Common Stock, offered hereby (the "Offering"),
1,500,000 shares are being sold by Dycom Industries, Inc. ("Dycom" or the
"Company") and 1,500,063 shares are being sold by certain stockholders of the
Company (the "Selling Stockholders"). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Principal and Selling
Stockholders." The Company's Common Stock is traded on the New York Stock
Exchange under the symbol "DY." On September 3, 1998, the last sale price of the
Common Stock as reported on the New York Stock Exchange was $32.00 per share.
See "Price Range of Common Stock and Dividend Policy."

SEE "RISK FACTORS" COMMENCING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C> <C>
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Price to Underwriting Proceeds to Proceeds to Selling
Public Discount(1) Company(2) Stockholders(2)
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Per Share......................... $ $ $ $
Total(3).......................... $ $ $ $
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</TABLE>

(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.

(2) Before deducting offering expenses payable by the Company, estimated at
$400,000.

(3) The Company and a Selling Stockholder have granted to the Underwriters a
30-day option to purchase up to 350,009 and 100,000 additional shares of
Common Stock, respectively, solely to cover over-allotments, if any. If the
Underwriters exercise this option in full, the Price to Public will total
$ , the Underwriting Discount will total $ , the
Proceeds to Company will total $ and the Proceeds to the Selling
Stockholders will total $ .

The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of the
certificates representing such shares will be made against payment therefor at
the office of NationsBanc Montgomery Securities LLC on or about ,
1998.

------------------------

NationsBanc Montgomery Securities LLC Morgan Stanley Dean Witter
EVEREN Securities
Morgan Keegan & Company, Inc.
The Robinson-Humphrey Company

, 1998
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[MAP OF THE UNITED STATES SHOWING LOCATION OF DYCOM OFFICES]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SUCH TRANSACTIONS MAY INCLUDE STABILIZING THE PURCHASE OF COMMON STOCK TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and the Consolidated
Financial Statements, including the Notes thereto, appearing elsewhere in this
Prospectus and the information under "Risk Factors." Unless otherwise indicated,
the information in this Prospectus assumes no exercise of the Underwriters'
over-allotment option. Unless the text otherwise requires, all references to the
"Company" or "Dycom" in this Prospectus shall include Dycom Industries, Inc. and
its subsidiaries.

THE COMPANY

Dycom is a leading provider of engineering, construction and maintenance
services to telecommunications providers throughout the United States. The
Company's comprehensive range of telecommunications infrastructure services
include the engineering, placement and maintenance of aerial, underground, and
buried fiber-optic, coaxial and copper cable systems owned by local and long
distance communications carriers, competitive local exchange carriers, and cable
television multiple system operators. 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 and also
performs underground utility locating and electric utility contracting services.
For the fiscal year ended July 31, 1998, telecommunications services contributed
approximately 90% of the Company's total contract revenues, underground utility
locating services and electric utility contracting services each contributed
approximately 5%.

Through its eleven wholly-owned and independently operated subsidiaries,
Dycom has established relationships with many leading local exchange carriers,
long distance providers, competitive access providers, cable television multiple
system operators and electric utilities. Such key customers include BellSouth
Telecommunications, Inc., Comcast Cable Communications, Inc., GTE Corporation,
MediaOne, Inc., Sprint Corporation, Time Warner, Inc., U.S. West Communications,
Inc. and Florida Power and Light Company. During fiscal 1998, approximately 72%
of the Company's total contract revenues came from multi-year master service
agreements and other long-term agreements with large telecommunications
providers and electric utilities.

In July 1997, Dycom acquired Communications Construction Group, Inc.
("CCG"), a Pennsylvania-based provider of construction services to cable
television multiple system operators (the "CCG Acquisition") and in April 1998,
the Company acquired Cable Com Inc. ("CCI"), a Georgia-based firm that provides
construction services to cable television multiple system operators, and
Installation Technicians, Inc. ("ITI"), a Missouri-based firm that provides
construction and engineering services to local and long distance telephone
companies, (the "CCI Acquisition" and the "ITI Acquisition," respectively). Each
of these acquisitions was accounted for as a pooling of interests. See Note 3 of
the Notes to Consolidated Financial Statements. These transactions have
diversified Dycom's telephone company customer base to include a broader mix of
work for cable television multiple system operators. The CCG Acquisition has
also created a greater geographic presence for Dycom in the Mid-Atlantic,
Midwest and Northeast regions of the United States, while the CCI Acquisition
and the ITI Acquisition have further expanded the Company's operations in the
Midwest, Upper Midwest, Rocky Mountain and West Coast regions of the United
States.

The telecommunications industry is undergoing rapid change due to
deregulation, increased competition and growing consumer demand for enhanced
telecommunications services, thereby creating the need for construction of
additional telecommunications infrastructure for new and existing providers. To
meet the increasing need for telecommunications infrastructure,
telecommunications providers have been increasingly outsourcing their
infrastructure engineering, construction and maintenance requirements. As the
industry becomes more competitive, outsourcing allows providers to reduce costs
and focus on their core competencies.

Dycom has a four-pronged internal growth strategy: (i) increase the volume
of services to existing customers; (ii) expand the scope of services to existing
customers; (iii) broaden its customer base; and (iv) geographically expand its
service area. The competitive pressures of deregulation have prompted several
existing customers to increase the outsourcing of noncore activities which can
provide opportunities for the

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Company to enhance internal growth without necessarily requiring the Company to
achieve market share gains from competitors.

In addition to internal growth, Dycom believes a variety of attractive
consolidation opportunities exist within its industry. Historically, the
telecommunications engineering, construction and maintenance services industry
has been highly fragmented, largely consisting of small, privately-held
companies with annual revenues of less than $100 million. For its acquisition
targets, which may include companies with annual revenues of more or less than
such amount, the Company's key acquisition criteria are profitability in excess
of industry standards, stable and growing customer bases, proven operational and
technical competence, and experienced management that fits within Dycom's
decentralized operating structure. Dycom also seeks to use its acquisition
strategy to provide geographic as well as customer diversification.

---------------------

The Company's executive offices are located at 4440 PGA Boulevard, Suite
600, Palm Beach Gardens, Florida 33410 and its telephone number is (561)
627-7171. The Company maintains a website at www.dycomind.com.

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<PAGE> 6

THE OFFERING

Common Stock offered by the Company..... 1,500,000 shares

Common Stock offered by Selling
Stockholders............................ 1,500,063 shares

Total Shares to be offered............ 3,000,063 shares

Common Stock outstanding after the
Offering................................ 16,282,366 shares(1)

Use of proceeds......................... To fund the Company's growth
strategy, including acquisitions,
working capital and capital
expenditures and for other general
corporate purposes. The Company
also intends to reduce certain
indebtedness, subject to
reborrowing. See "Use of Proceeds."

New York Stock Exchange Symbol.......... The Common Stock is listed on the
New York Stock Exchange under the
symbol "DY."
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(1) Excludes 514,244 shares of Common Stock reserved for issuance under the
Company's 1991 Incentive Stock Option Plan, under which options to purchase
514,244 shares of Common Stock have been granted, 96,021 of which are
currently exercisable, and 24,000 shares of Common Stock reserved for
issuance under agreements with the non-employee members of the Board of
Directors. Includes 56,500 shares of Common Stock to be issued by the
Company upon the exercise of stock options by a Selling Stockholder
immediately prior to the consummation of the Offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
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1996 1997 1998
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(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Total revenues....................................... $ 247,295 $ 312,419 $ 371,363
Income before income taxes........................... 14,055 23,770 36,081
Net income........................................... 9,922 15,814 23,036
Earnings per common share:(1)
Basic.............................................. $ 0.80 $ 1.26 $ 1.63
========== ========== ==========
Diluted............................................ $ 0.78 $ 1.24 $ 1.61
========== ========== ==========
PRO FORMA FINANCIAL DATA:
Income before income taxes........................... $ 14,055 $ 23,770 $ 36,081
Pro forma provision for income taxes(2).............. 4,860 9,841 14,420
---------- ---------- ----------
Pro forma net income(2).............................. $ 9,195 $ 13,929 $ 21,661
========== ========== ==========
Pro forma earnings per common share:(1)
Basic.............................................. $ 0.74 $ 1.11 $ 1.53
========== ========== ==========
Diluted............................................ $ 0.73 $ 1.09 $ 1.51
========== ========== ==========
Shares used in computing earnings per common share
and pro forma earnings per common share:(1)
Basic.............................................. 12,416,376 12,575,991 14,114,683
Diluted............................................ 12,659,819 12,748,689 14,321,756
</TABLE>

<TABLE>
<CAPTION>
JULY 31, 1998
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ACTUAL AS ADJUSTED(3)
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<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents.......................... $ 35,927 $ 78,568
Working capital.................................... 81,211 125,340
Total assets....................................... 166,318 208,959
Long-term debt, including current portion.......... 18,136 14,797
Total stockholders' equity......................... 98,379 144,359
</TABLE>

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(1) Earnings per common share-basic is calculated by dividing the net income
applicable to common shares by the weighted average shares outstanding
during the period. Earnings per common share-diluted includes the dilutive
effect of Common Stock options.

(2) The provision for income taxes and net income have been adjusted to reflect
a pro forma tax provision for pooled companies which were previously "S
Corporations." See Note 1 of the Notes to Consolidated Financial
Statements.

(3) Adjusted to reflect (i) the sale of 1,500,000 shares of Common Stock offered
by the Company, at an assumed offering price of $32.00 per share, and the
anticipated application of the estimated net proceeds therefrom and (ii)
the exercise of stock options to purchase an aggregate of 56,500 shares of
Common Stock by a Selling Stockholder immediately prior to the consummation
of the Offering and the receipt by the Company of the aggregate exercise
price of $780,250 from such Selling Stockholder. See "Use of Proceeds" and
"Capitalization."

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RISK FACTORS

Certain statements in this Prospectus, including, without limitation, the
statements regarding the effects of recent legislation on the telecommunications
industry, the continuation of trends favoring outsourcing of telecommunications
engineering, construction and maintenance services, the Company's objective to
grow through strategic acquisitions, the Company's internal growth strategy, the
Company's ability to realize cost savings upon the completion of acquisitions
that may occur in the future, the Company's ability to expand and diversify its
customer base, the Company's Year 2000 compliance, trends in the Company's
future operating performance and statements as to the Company's or management's
beliefs, expectations, opinions and the like are forward-looking statements. The
factors discussed below and elsewhere in this Prospectus could cause actual
results and developments to be materially different from those expressed in or
implied by such statements. Accordingly, in addition to the other information
contained in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," elsewhere in this Prospectus and in other documents
filed by the Company with the Securities and Exchange Commission and
incorporated by reference herein, the following factors should be considered
carefully in evaluating an investment in the securities offered by this
Prospectus.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company has experienced and expects to continue to experience quarterly
variations in revenues, income before income taxes and net income as a result of
many factors, including: timing and volume of customers' construction and
maintenance projects, budgetary spending patterns of customers, commencement of
new master service agreements and long-term agreements, termination of existing
master service agreements and long-term agreements, costs incurred by the
Company to support growth by acquisition or otherwise, changes in mix of
customers and business, fluctuations in insurance expense accruals due to
changes in claims experience and actuarial assumptions, effects of the change of
business between negotiated contracts as opposed to bid contracts and timing of
additional general and administrative expenses to support the growth of the
business. Revenues and income before income taxes in the Company's second
quarter and occasionally third quarter have in the past been, and may in the
future be, adversely affected by weather conditions and the year-end budgetary
spending patterns of its customers.

SUBSTANTIAL RELIANCE ON KEY CUSTOMERS; DEPENDENCE ON MAJOR CONTRACTS;
UNCERTAINTIES RELATING TO BACKLOG

The Company's customer base is highly concentrated, with its top five
customers in fiscal 1996, 1997 and 1998 accounting in the aggregate for
approximately 68%, 63% and 65%, respectively, of the Company's total contract
revenues. During fiscal 1998, approximately 24% of the Company's total contract
revenues were derived from Comcast Cable Communications, Inc., 22% from
BellSouth Telecommunications, Inc. and 7% from GTE Corporation. The Company
believes that a substantial portion of its contract revenues and operating
income will continue to be derived from a concentrated group of customers. The
loss of any of such customers, if not replaced, could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash flows. The Company derives a substantial portion of its revenues from its
customers pursuant to multi-year master service agreements. The Company is
currently a party to 32 master service agreements with its customers, including
25 such agreements with BellSouth Telecommunications, Inc. and GTE Corporation,
collectively. Under the terms of such agreements, the customer can typically
terminate the agreement on 90 days prior written notice. The termination or
renegotiation of any such contracts or the Company's failure to enter into new
master service agreements with its customers could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash flows. The Company's current backlog is comprised of the uncompleted
portion of services to be performed under job-specific contracts and the
estimated value of future services that the Company expects to provide to
customers under master service agreements. The master service agreements are
generally exclusive requirements contracts with certain exceptions, including
the customer's option to perform the services with its own regularly employed
personnel. Accordingly, there can be no assurance as to the customer's
requirements during a particular period or that management's estimates of such
requirements, including those used to

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formulate backlog, at any point in time are accurate. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business--Customer Relationships" and "--Backlog."

RISKS ASSOCIATED WITH ACQUISITIONS

An element of the Company's growth strategy is to pursue strategic
acquisitions that expand, complement or diversify the Company's business. The
Company regularly reviews various strategic acquisition opportunities and
periodically engages in discussions regarding such possible acquisitions.
Currently, the Company is not a party to any agreements, understandings, or
arrangements regarding any material acquisitions; however, the Company is
currently evaluating a number of potential acquisition prospects. There can be
no assurance that the Company will be able to identify additional acquisition
candidates on terms favorable to the Company or in a timely manner, enter into
acceptable agreements or close any such transactions. There can be no assurance
that the Company will be able to achieve its acquisition strategy, and any
failure to do so could have a material adverse effect on the Company's ability
to sustain growth and maintain its competitive position. In addition, the
Company believes that it will compete for attractive acquisition candidates with
other companies or investors in the telecommunications services industry.
Increased competition for such acquisition candidates could have the effect of
increasing the cost to the Company of pursuing this growth strategy or could
reduce the number of attractive candidates to be acquired. Future acquisitions
could divert management's attention from the daily operations of the Company and
otherwise require additional management, operational and financial resources.
Moreover, there is no assurance that the Company will successfully integrate
acquired companies or their management teams into its decentralized operating
structure, retain management teams of acquired companies on a long-term basis,
or operate acquired companies profitably. Acquisitions may also involve a number
of other risks, including adverse short-term effects on the Company's operating
results, dependence on retaining key personnel and customers, amortization of
acquired intangible assets, and risks associated with unanticipated liabilities
or contingencies. See "Business--Growth Strategy."

In the past, the Company has experienced difficulties in integrating and
managing certain of its acquisitions. The Company wrote off intangible assets,
including goodwill, of $24.3 million in fiscal 1993 and $1.4 million in fiscal
1994 in connection with four acquisitions, contributing to substantial net
losses in those years. Litigation with the management team of two acquired
operating subsidiaries and related shareholder litigation and a governmental
investigation also had a material adverse effect on the Company for several
years through and including the fiscal year ended July 31, 1994. While the
Company believes that it has improved its acquisition due diligence process and
its supervision of acquired companies, no assurance can be given that the
Company will not experience difficulties in the future with its acquired
companies, whether or not similar to those discussed herein.

The Company may require additional debt or equity financing for future
acquisitions, which may not be available on terms favorable to the Company, if
at all. To the extent the Company utilizes its capital stock for all or a
portion of the consideration to be paid for future acquisitions, dilution may be
experienced by existing stockholders. If the Company is not able to use its
capital stock as consideration for acquisitions or does not have sufficient cash
resources, its growth through acquisitions could be limited. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

COMPETITION

The telecommunications services industry in which the Company operates is
highly competitive, requiring substantial resources and skilled and experienced
personnel. The Company competes with other independent contractors in most of
the markets in which it operates, several of which are large domestic companies,
some of which may have greater financial, technical and marketing resources than
the Company. In addition, there are relatively few, if any, barriers to entry
into the markets in which the Company operates and, as a result, any
organization that has adequate financial resources and access to technical
expertise may become a competitor to the Company. A significant portion of the
Company's revenues are currently derived from master service agreements and
price is often an important factor in the award of such agreements. Accordingly,
the Company could be outbid by its competitors in an effort to procure such
business. There can be no assurance that the Company's competitors will not
develop the expertise, experience and resources to
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provide services that are comparable or superior in both price and quality to
the Company's services, or that the Company will be able to maintain or enhance
its competitive position. The Company may also compete for business
opportunities against the in-house service organizations of its existing or
prospective customers, including telecommunications providers, which employ
personnel who perform some of the same types of services as those provided by
the Company. There can be no assurance that existing or prospective customers of
the Company will continue to outsource telecommunications infrastructure
services in the future.

RISKS ASSOCIATED WITH THE TELECOMMUNICATIONS INDUSTRY

The Company's future success, financial condition, results of operations
and cash flows will depend to a significant degree upon purchasing decisions by
existing and new telecommunications providers and other prospective customers of
the Company within the telecommunications industry. The purchasing decisions by
telecommunications providers and other telecommunications companies with respect
to services provided by the Company may be affected by a number of factors,
including without limitation, the regulatory environment within the
telecommunications industry, the public's demand for Internet access and other
interactive multimedia services, the preference toward outsourcing
telecommunications infrastructure services and their ability to raise the
capital necessary to develop telecommunications networks. Although the
regulatory environment within the telecommunications industry does not affect
the Company directly, the effects of such regulation on the Company's customers
may, in turn, adversely impact the Company's business and results of operations.
For example, although the Telecommunications Act of 1996 (the "Telecom Act")
lifted certain restrictions on telecommunications providers' ability to provide
enhanced telecommunications services, which would appear to be favorable, the
rules to implement the new statutory provisions of the Telecom Act are still
being considered by the Federal Communications Commission and other regulatory
agencies and it is uncertain at this time how the regulatory environment will
affect telecommunications providers' demand for the Company's services. The
demand for the Company's services could also be adversely affected to the extent
that the public's demand for Internet access and other interactive multimedia
services is less than currently anticipated. Additionally, the demand for the
Company's services is affected by the extent to which telecommunications
providers and other organizations determine to outsource their
telecommunications infrastructure services needs. To the extent that the current
trend favoring outsourcing of such services is reversed or reduced, the
Company's business, financial condition, results of operations and cash flows
may be materially adversely affected.

RISKS ASSOCIATED WITH TECHNOLOGICAL CHANGE; YEAR 2000 TECHNOLOGY RISKS

The telecommunications industry is subject to rapid changes in technology.
Wireline systems used for transmission of video, voice and data face potential
displacement by various technologies, including wireless technologies. In
addition, the demand for the Company's services could be adversely affected in
the event that alternative technologies are developed and implemented that
enable telecommunications providers or other organizations to provide enhanced
telecommunications services without significantly upgrading their networks.

The Company has reviewed its computer systems to identify those areas that
could be adversely affected by Year 2000 software failures. The Company has
converted approximately 85% of its information systems to be Year 2000
compliant. The Company has incurred approximately $1.0 million through July 31,
1998 and approximately $0.5 million will be incurred in fiscal 1999 to complete
the information system conversions. Although the Company expects that any
additional expenditures that may be required in connection with the Year 2000
conversions will not be material, there can be no assurance in this regard. The
Company believes that certain of its customers, particularly local exchange and
long distance carriers and cable multiple system operators, may be impacted by
the Year 2000 problem, which could in turn affect the Company. Currently the
Company cannot predict the effect of the Year 2000 problem on entities with
which it transacts business and there can be no assurance it will not have a
material adverse effect on the Company's business, financial condition, results
of operations or cash flows.

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RISKS ASSOCIATED WITH SELF-INSURANCE

The Company is primarily self-insured, up to certain limits, for
automobile, general liability, workers' compensation and employee group health
claims. A liability for unpaid claims and associated expenses, including
incurred but not reported losses, is actuarially determined and reflected in the
Company's consolidated balance sheet as an accrued liability. The determination
of such claims and expenses and the extent of the accrued liability are
continually reviewed and updated. If the Company were to experience numerous
claims in significant amounts for which it is self-insured, or if significant
increases in insurance costs occur which are not able to be offset by increases
in contract revenues earned, the Company's results of operations, financial
condition and cash flows could be materially adversely affected. See
"Business -- Safety and Risk Management."

DEPENDENCE ON KEY PERSONNEL

The Company is highly dependent upon the continued services and experience
of its senior management team, including Thomas R. Pledger, the Company's
Chairman and Chief Executive Officer, Steven E. Nielsen, the Company's President
and Chief Operating Officer, and one or more managers of key operating
subsidiaries. The loss of the services of these individuals or other members of
the Company's senior management could have a material adverse effect on the
business, financial condition, results of operations and cash flows of the
Company. See "Management."

VOLATILITY OF STOCK PRICE

The market price of the shares of Common Stock has been, and may continue
to be, highly volatile. Numerous factors, such as announcements of fluctuations
in the Company's or competitors' operating results, market conditions for
telecommunications or telecommunications services company stocks in general,
changes in recommendations or earnings estimates by securities analysts,
announcements of new contracts or customers by the Company or its competitors,
the timing and announcement of acquisitions by the Company or its competitors
and government regulatory action, could have a significant effect on the market
price of the Common Stock. In addition, the stock market in recent years has
experienced significant price and volume fluctuations that often have been
unrelated or disproportionate to the operating performance of companies. These
broad fluctuations may adversely affect the market price of the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, the Company will have outstanding
16,282,366 shares of Common Stock, plus 514,244 shares of Common Stock reserved
for issuance upon exercise of outstanding options, including 96,021 options
which are currently exercisable. Substantially all of the shares of Common Stock
to be outstanding after completion of the Offering will be either freely salable
or salable subject to certain volume and manner of sale restrictions pursuant to
Rule 144 ("Rule 144") of the Securities Act of 1933, as amended (the "Securities
Act"). The Company and its directors, executive officers and the Selling
Stockholders, who will beneficially own in the aggregate 2,399,550 shares of
Common Stock, 14.7% of the shares outstanding after the Offering, have agreed,
subject to certain exceptions, not to offer, sell or otherwise dispose of any
shares of Common Stock for a period of 90 days after the closing of the Offering
without the prior written consent of NationsBanc Montgomery Securities LLC.

In connection with the acquisitions of CCG, CCI and ITI, the Company issued
an aggregate of 3,853,242 shares of Common Stock to the stockholders of CCG, CCI
and ITI (the "Registrable Stock"). As of August 24, 1998, 2,180,607 of these
shares were still available for future sale by the holders. Holders who received
Registrable Stock hold their shares subject to the limitations of Rule 144. The
holders of Registrable Stock have been granted certain registration rights by
the Company pursuant to which such holders have the right to demand that the
Company file a registration statement relating to the registration under the
Securities Act of each requesting holder's Registrable Stock, subject to certain
limitations. In addition, if the Company registers its Common Stock for its own
account or the account of its stockholders, holders that were issued Registrable
Stock in connection with the CCI Acquisition and the ITI Acquisition will have
the right to have

8
<PAGE> 12

their shares included in such registration, subject to certain limitations.
Former stockholders of CCG, CCI and ITI are offering 1,199,463 shares of
Registrable Stock in the Offering. See "Principal and Selling Stockholders."

Sales of substantial amounts of the Common Stock in the public market,
whether by purchasers in the Offering or other stockholders of the Company, or
the perception that such sales could occur, may adversely affect the market
price of the Common Stock and could impair the Company's future ability to raise
capital through an offering of its equity securities.

ANTI-TAKEOVER PROVISIONS

The Company's Articles of Incorporation (the "Articles") and By-Laws (the
"By-Laws") contain provisions which may be deemed to be "anti-takeover" in
nature in that such provisions may deter, discourage or make more difficult the
assumption of control of the Company by another corporation or person through a
tender offer, merger, proxy contest or similar transaction. The Articles permit
the Board of Directors to establish the rights, preferences, privileges and
restrictions of, and to issue, up to 1,000,000 shares of Preferred Stock without
stockholder approval. The Articles also provide for the staggered election of
directors to serve for successive three-year terms. The Company has also adopted
a Shareholder Rights Plan and executed certain change of control agreements with
key officers which may make it more difficult to effect a change in control of
the Company and replace incumbent management. In addition, the Company is
subject to certain anti-takeover provisions of the Florida Business Corporation
Act. The provisions of the Company's Articles and By-Laws, the existence of the
Shareholder Rights Plan and the change of control agreements and the application
of the anti-takeover provisions of the Florida Business Corporation Act could
have the effect of discouraging, delaying or preventing a change of control of
the Company not approved by the Board of Directors, which could adversely affect
the market price of the Company's Common Stock. See "Description of Capital
Stock--Anti-takeover Provisions."

9
<PAGE> 13

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,500,000 shares of
Common Stock offered by the Company, based on an assumed public offering price
of $32.00 per share, after deducting the underwriting discount and estimated
expenses of the Offering payable by the Company, are estimated to be $45.2
million ($55.8 million if the Underwriters' over-allotment option from the
Company is exercised in full). The Company will not receive any of the net
proceeds of the sale of Common Stock by the Selling Stockholders.

The Company intends to use the net proceeds of the Offering to fund the
Company's growth strategy, including acquisitions, working capital and capital
expenditures and for other general corporate purposes. In addition, a portion of
the net proceeds of the Offering will be used to retire approximately $3.3
million of existing indebtedness of the Company, subject to reborrowing. The
indebtedness to be repaid out of the net proceeds from the Offering bears
interest at rates currently ranging between 7.53% and 7.81% per annum and has
maturities to July 31, 2001. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and Note 8 of the Notes to Consolidated Financial Statements for a
further description of the Company's indebtedness.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the New York Stock Exchange under the symbol
"DY." The following table sets forth, for the periods indicated, the high and
low closing sale prices of the Common Stock as reported on the New York Stock
Exchange.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
FISCAL YEAR ENDED JULY 31, 1997
First Quarter............................................. $14 3/8 $11 1/2
Second Quarter............................................ 12 1/4 9 1/4
Third Quarter............................................. 12 1/4 10
Fourth Quarter............................................ 18 1/8 9 7/8
FISCAL YEAR ENDED JULY 31, 1998
First Quarter............................................. 27 7/16 16 9/16
Second Quarter............................................ 26 7/16 19 3/16
Third Quarter............................................. 29 23
Fourth Quarter............................................ 37 1/8 25 1/4
FISCAL YEAR ENDING JULY 31, 1999
First Quarter (through September 3, 1998)................. 35 3/16 27 5/8
</TABLE>

On September 3, 1998, the closing sale price of the Common Stock as
reported on the New York Stock Exchange was $32.00 per share. The number of
stockholders of record on August 24, 1998 was 618.

The Company currently intends to retain future earnings, and since 1982, no
cash dividends have been paid by the Company. The Board of Directors will
determine any future change in dividend policies based on financial conditions,
profitability, cash flow, capital requirements, and business outlook, as well as
other factors relevant at the time. The Company's credit facilities expressly
limit the payment of cash dividends to fifty percent of each fiscal year's
after-tax profits. The credit facilities' restrictions regarding the Company's
debt to net worth, quick and current ratios also affect the Company's ability to
pay dividends.

10
<PAGE> 14

CAPITALIZATION

The following table sets forth the actual capitalization of the Company as
of July 31, 1998 and as adjusted to give effect to (i) the Offering (based on an
assumed public offering price of $32.00 per share) and the application of the
estimated net proceeds therefrom as set forth under "Use of Proceeds" and (ii)
the exercise of stock options to purchase an aggregate of 56,500 shares of
Common Stock by a Selling Stockholder immediately prior to the consummation of
the Offering and the receipt by the Company of the aggregate exercise price of
$780,250 from such Selling Stockholder. The information set forth in the table
below should be read in conjunction with the Consolidated Financial Statements
of the Company and the Notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JULY 31, 1998
---------------------------
ACTUAL AS ADJUSTED
------------ ------------
<S> <C> <C>
Long-term debt, including current portion(1)................ $ 18,135,772 $ 14,796,554
------------ ------------
Stockholders' equity:
Preferred Stock, $1.00 par value, 1,000,000 shares
authorized; no shares
issued and outstanding................................. -- --
Common Stock, $0.33 1/3 par value; 50,000,000 shares
authorized; 14,722,731 shares issued and outstanding,
actual; 16,279,231 shares issued and outstanding, as
adjusted(2)............................................ 4,907,577 5,426,410
Additional paid-in capital................................ 62,496,252 107,957,669
Retained earnings......................................... 30,975,119 30,975,119
------------ ------------
Total stockholders' equity........................ 98,378,948 144,359,198
------------ ------------
Total capitalization.............................. $116,514,720 $159,155,752
============ ============
</TABLE>

- ---------------

(1) Includes current maturities of long-term debt of $4,727,782. For information
concerning the Company's long-term debt, see Note 8 of the Notes to
Consolidated Financial Statements.

(2) Excludes 514,244 shares of Common Stock reserved for issuance under the
Company's 1991 Incentive Stock Option Plan, under which options to purchase
514,244 shares of Common Stock have been granted, 96,021 of which were
currently exercisable, and 24,000 shares of Common Stock reserved for
issuance under agreements with the non-employee members of the Board of
Directors. Includes 56,500 shares of Common Stock to be issued by the
Company upon the exercise of stock options by a Selling Stockholder
immediately prior to the consummation of the Offering.

11
<PAGE> 15

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table sets forth summary consolidated financial information
of the Company. The summary consolidated financial data as of July 31, 1997 and
1998 and for each of the three years in the period ended July 31, 1998 are
derived from consolidated financial statements included elsewhere in this
Prospectus that have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is included elsewhere in this
Prospectus. The summary consolidated balance sheet data as of July 31, 1996 has
also been derived from audited financial statements. The financial statements of
CCG (consolidated with those of the Company and not presented herein) have been
audited by Nowalk & Associates, independent auditors, as stated in their
reports, which are included herein and incorporated by reference herein. The
Consolidated Financial Statements and all financial and operating data derived
therefrom have been combined for all periods presented to include the financial
condition and results of operations of CCG, CCI and ITI. The following data
should be read in conjunction with, and is qualified in its entirety by
reference to, the Consolidated Financial Statements and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
------------------------------------------------
1996 1997 1998
-------------- -------------- --------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
Contract revenues earned................................ $ 245,937 $ 311,238 $ 368,714
Other, net.............................................. 1,358 1,181 2,649
------------- ------------- -------------
Total revenues................................... 247,295 312,419 371,363
------------- ------------- -------------
Expenses:
Cost of earned revenues, excluding depreciation......... 198,438 246,026 285,038
General and administrative.............................. 24,368 30,809 36,747
Depreciation and amortization........................... 10,434 11,814 13,497
------------- ------------- -------------
Total expenses................................... 233,240 288,649 335,282
------------- ------------- -------------
Income before income taxes................................ 14,055 23,770 36,081
Provision for income taxes(3)............................. 4,133 7,956 13,045
------------- ------------- -------------
Net income................................................ $ 9,922 $ 15,814 $ 23,036
============= ============= =============
Earnings per common share:(1)
Basic................................................... $ 0.80 $ 1.26 $ 1.63
============= ============= =============
Diluted................................................. $ 0.78 $ 1.24 $ 1.61
============= ============= =============
PRO FORMA FINANCIAL DATA:
Income before income taxes................................ $ 14,055 $ 23,770 $ 36,081
Pro forma provision for income taxes(2)(3)................ 4,860 9,841 14,420
------------- ------------- -------------
Pro forma net income(2)................................... $ 9,195 $ 13,929 $ 21,661
============= ============= =============
Pro forma earnings per common share:(1)
Basic................................................... $ 0.74 $ 1.11 $ 1.53
============= ============= =============
Diluted................................................. $ 0.73 $ 1.09 $ 1.51
============= ============= =============
Shares used in computing earnings per common share and pro
forma earnings per common share:(1)
Basic................................................... 12,416,376 12,575,991 14,114,683
Diluted................................................. 12,659,819 12,748,689 14,321,756
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................. $ 3,060 $ 5,276 $ 35,927
Working capital........................................... 12,360 20,903 81,211
Total assets.............................................. 82,483 112,512 166,318
Long-term debt, including current portion................. 24,507 31,308 18,136
Total stockholders' equity................................ 27,785 42,427 98,379
</TABLE>

(footnotes appear on the following page)
12
<PAGE> 16

- ---------------

(3) The results of operations for fiscal 1996, 1997 and 1998 include a $1.1
million, $0.3 million and $0.4 million reduction in the deferred tax
valuation allowance, respectively.

13
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Dycom derives most of its contract revenues earned from engineering,
construction and maintenance services to the telecommunications industry.
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 and also performs underground utility locating
and electric utility contracting services. The Company currently performs work
for more than 25 local exchange carriers, cable television multiple system
operators, long distance carriers, competitive access providers, and electric
utilities throughout the United States. The Company expects that future growth
in contract revenues earned will be generated from (i) increasing the volume of
services to existing customers; (ii) expanding the scope of services to existing
customers; (iii) broadening its customer base; and (iv) geographically expanding
its service area. Growth is expected to result from internal sources as well as
through acquisitions. Other revenues include interest income and gain on sale of
surplus equipment.

In July 1997, Dycom completed the CCG Acquisition and in April 1998, Dycom
completed the CCI Acquisition and the ITI Acquisition. See Note 3 of the Notes
to the Consolidated Financial Statements. Each of these transactions was
accounted for as a pooling of interests. Dycom's financial statements and all
financial and operating data derived therefrom have been combined for all
periods presented herein to include the financial condition and results of
operations of CCG, CCI and ITI. CCG and CCI provide construction services to
cable television multiple system operators, and ITI provides construction and
engineering services to local and long distance telephone companies.

Dycom provides services to its customers pursuant to multi-year master
service agreements and long- and short-term contracts for particular projects.
Under master service agreements, Dycom agrees to provide, for a period of
several years, all specified service requirements to its customer within a given
geographical territory. Under the terms of such agreements, the customer can
typically terminate the agreement with 90 days prior written notice. The
customer, with certain exceptions, agrees to purchase such requirements from
Dycom. Materials to be used in these jobs are generally provided by the
customer. Master service agreements generally provide that Dycom will furnish a
specified unit of service for a specified unit price (e.g., fiber optic cable
will be installed underground for a specified rate of dollars per foot). The
Company recognizes revenue under master service agreements as the related work
is performed. Dycom is currently a party to 32 master service agreements, which
may be either bid or negotiated. Master service agreements are typically bid
initially and may be extended by negotiation. The remainder of Dycom's services
are provided pursuant to contracts for particular jobs. Long-term contracts
relating to specific projects have terms in excess of one year from the contract
date. Short-term contracts are generally from three to four months in duration
from the contract date, depending upon the size of the project. Contract
revenues from multi-year master service agreements and other long-term
agreements represented 72% of total contract revenues in fiscal 1998, of which
contract revenues from multi-year master service agreements represented 49% of
total contract revenues.

Cost of earned revenues includes all direct costs of providing services
under the Company's contracts, other than depreciation on fixed assets owned by
the Company or utilized by the Company under capital leases, which are included
in depreciation and amortization expense. Cost of earned revenues includes all
costs of construction personnel, subcontractor costs, all costs associated with
operation of equipment, excluding depreciation, materials not supplied by the
customer and insurance. Because the Company is primarily self-insured for
automobile, general liability, workers' compensation, and employee group health
claims, a change in experience or actuarial assumptions that did not affect the
rate of claims payments could nonetheless materially adversely affect results of
operations in a particular period. General and administrative costs include all
costs of holding company and subsidiary management personnel, rent, utilities,
travel and centralized costs such as insurance administration, interest on debt,
professional costs and certain clerical and administrative overhead. The
Company's management personnel, including subsidiary management, undertake all
sales and marketing functions as part of their management responsibilities, and,
accordingly, the Company does not incur material selling expenses.
14
<PAGE> 18

Dycom, founded in 1969, witnessed significant growth during the 1980's as
the result of increasing competitive growth in the long distance telephone
market and the needs of the long distance carriers to replace their copper
cabling with fiber optic cable. Through 1990, Dycom acquired nine operating
subsidiaries. As long distance carriers completed most of their long haul lines
in the late 1980's, the Company shifted its focus to the local exchange carrier
market. During the early 1990's, Dycom's results of operations were materially
adversely affected by a number of internal developments, including (i)
adjustments taken to insurance reserves in fiscal 1991, (ii) write-offs of
intangible assets, including goodwill, of $24.3 million and $1.4 million in
fiscal 1993 and fiscal 1994, respectively, incurred in connection with four
acquisitions, which contributed to substantial net losses in those years, and
(iii) significant costs and distraction of management attention associated with
a range of litigation and a governmental investigation, including shareholder
litigation and protracted litigation with a former officer involved in a
takeover effort. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Selected Financial Data for the
five years ended July 31, 1998 in the Company's Annual Report on Form 10-K for
the fiscal year ended July 31, 1998 incorporated by reference herein. All of
these matters were concluded in or before fiscal 1995. Management of the Company
does not believe that any of the events or circumstances it faced in the early
1990's are indicative of the manner in which the Company currently operates or
the Company's future prospects.

RESULTS OF OPERATIONS

The following table sets forth, as a percentage of contract revenues
earned, certain items in the Company's statement of operations for the periods
indicated:

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
-----------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Revenues:
Contract revenues earned................................ 100.0% 100.0% 100.0%
Other, net.............................................. 0.6 0.4 0.7
----- ----- -----
Total revenues.................................. 100.6 100.4 100.7
Expenses:
Cost of earned revenues, excluding depreciation......... 80.7 79.0 77.3
General and administrative.............................. 9.9 9.9 10.0
Depreciation and amortization........................... 4.3 3.8 3.6
----- ----- -----
Total expenses.................................. 94.9 92.7 90.9
----- ----- -----
Income before income taxes................................ 5.7 7.7 9.8
Provision for income taxes................................ 1.7 2.6 3.6
----- ----- -----
Net income................................................ 4.0 5.1 6.2
Pro forma adjustment to income tax provision.............. 0.3 0.6 0.3
----- ----- -----
Pro forma net income...................................... 3.7% 4.5% 5.9%
===== ===== =====
</TABLE>

YEAR ENDED JULY 31, 1998 COMPARED TO YEAR ENDED JULY 31, 1997

Revenues. Contract revenues increased $57.5 million, or 18.5%, to $368.7
million in fiscal 1998 from $311.2 million in fiscal 1997. Of this increase,
$51.8 million was attributable to the telecommunications services group, $2.8
million was attributable to the electric construction and maintenance services
group and $2.9 million was attributable to the underground utility locating
services group, reflecting an increased overall market demand for the Company's
services. During fiscal 1998, the Company recognized $330.6 million of contract
revenues from the telecommunications services group as compared to $278.8
million in fiscal 1997. The increase in the Company's telecommunications
services group contract revenues reflects an increased volume of projects and
activity in fiscal 1998 associated with cable television services, which
increased by $36.9 million to $153.5 million in fiscal 1998 from $116.6 million
in fiscal 1997. Contract revenues in the telecommunications services group also
increased for services performed in the design and installation of

15
<PAGE> 19

broadband networks, telephone engineering services, telephony splicing services,
premise wiring services, and revenues from services performed under master
service agreements. The Company recognized contract revenues of $20.2 million
from the electric construction and maintenance services group in fiscal 1998 as
compared to $17.4 million in fiscal 1997, an increase of 16.1%. The Company
recognized contract revenues of $17.9 million from underground utility locating
services in fiscal 1998 as compared to $15.0 million in fiscal 1997, an increase
of 19.3%.

Contract revenues from multi-year master service agreements and other
long-term agreements represented 72% of total contract revenues in fiscal 1998
as compared to 68% in fiscal 1997, of which contract revenues from multi-year
master service agreements represented 49% of total contract revenues in fiscal
1998 as compared to 51% in fiscal 1997.

Cost of Earned Revenues. Cost of earned revenues increased $39.0 million
to $285.0 million in fiscal 1998 from $246.0 million in fiscal 1997, but
decreased as a percentage of contract revenues to 77.3% from 79.0%. Direct
materials, equipment costs, and other direct costs declined slightly as a
percentage of contract revenues as a result of improved productivity and the
utilization of more modern equipment.

General and Administrative Expenses. General and administrative expenses
increased $5.9 million to $36.7 million in fiscal 1998 from $30.8 million in
fiscal 1997, and increased slightly as a percentage of contract revenues to
10.0% from 9.9%. The increase in general and administrative expenses was
primarily attributable to a $2.4 million increase in administrative salaries,
bonuses, employee benefits and payroll taxes and an increase of $1.2 million in
the provision for doubtful accounts. Acquisition and merger related expenses
charged to general and administrative expenses were $0.6 million and $0.4
million in fiscal 1998 and 1997, respectively.

Depreciation and Amortization. Depreciation and amortization expense
increased $1.7 million to $13.5 million in fiscal 1998 from $11.8 million in
fiscal 1997, but decreased as a percentage of contract revenues to 3.6% from
3.8%. The increase in amount reflects the depreciation of additional capital
expenditures incurred in the ordinary course of business.

Income Taxes. The provision for income taxes was $13.0 million in fiscal
1998 as compared to $8.0 million in fiscal 1997. The provision for income taxes
for 1998 reflects a reduction of $0.4 million in a valuation allowance relative
to certain deferred tax assets. The Company's effective tax rate was 36.2% in
fiscal 1998 as compared to 33.5% in fiscal 1997. The effective tax rate differs
from the statutory tax rate due to state income taxes, income of Subchapter S
Corporations (CCI and ITI) being taxed to their stockholders, the amortization
of intangible assets that do not provide a tax benefit, other non-deductible
expenses for tax purposes and the reduction in a valuation allowance relative to
certain deferred tax assets. As of the date of the merger, CCI and ITI
recognized a combined deferred tax liability of $0.6 million which was included
in the results of operations for the quarter ended April 30, 1998.

The pro forma provision for income taxes was $14.4 million in fiscal 1998
as compared to $9.8 million in fiscal 1997. The pro forma effective tax rate was
40.0% in fiscal 1998 and 41.4% in fiscal 1997.

Net Income. Net income increased to $23.0 million in fiscal 1998 from
$15.8 million in fiscal 1997, a 45.7% increase. Pro forma net income increased
to $21.7 million in fiscal 1998 from $13.9 million in fiscal 1997, a 55.5%
increase.

YEAR ENDED JULY 31, 1997 COMPARED TO YEAR ENDED JULY 31, 1996

Revenues. Contract revenues increased $65.3 million, or 26.6%, to $311.2
million in fiscal 1997 from $245.9 million in fiscal 1996. Of this increase,
$57.3 million was attributable to the telecommunications services group, $6.7
million was attributable to the electric construction and maintenance services
group and $1.3 million was attributable to the underground utility locating
services group, reflecting an increased overall market demand for the Company's
services. During fiscal 1997, the Company recognized $278.8 million of contract
revenues from the telecommunications services group as compared to $221.5
million in fiscal 1996. The increase in the Company's telecommunications
services group contract revenues reflects an increased volume of projects and
activity in fiscal 1997 associated with cable television services, which
increased by
16
<PAGE> 20

$32.4 million to $116.6 million in fiscal 1997 from $84.2 million in fiscal
1996, the design and installation of broadband networks, telephone engineering
services and premise wiring services, partially offset by a slight decline in
contract revenues from services performed under master service agreements. The
Company recognized contract revenues of $17.4 million from electric construction
and maintenance services in fiscal 1997 as compared to $10.7 million in fiscal
1996, an increase of 62.6%. The Company recognized contract revenues of $15.0
million from underground utility locating services in fiscal 1997 as compared to
$13.7 million in fiscal 1996, an increase of 9.5%.

Contract revenues from multi-year master service agreements and other
long-term agreements represented 68% of total contract revenues in fiscal 1997
as compared to 77% in fiscal 1996, of which contract revenues from master
service agreements represented 51% of total contract revenues in fiscal 1997 as
compared to 56% in fiscal 1996.

Cost of Earned Revenues. Cost of earned revenues increased $47.6 million
to $246.0 million in fiscal 1997 from $198.4 million in fiscal 1996, but
decreased as a percentage of contract revenues to 79.0% from 80.7%. Direct
labor, equipment and materials costs declined slightly as a percentage of
contract revenues as a result of improved productivity in the labor force and
the utilization of more modern equipment. Additionally, insurance costs declined
by approximately $1.6 million as a result of fewer claims arising in fiscal
1997.

General and Administrative Expenses. General and administrative expenses
increased $6.4 million to $30.8 million in fiscal 1997 from $24.4 million in
fiscal 1996 and remained unchanged at 9.9% of contract revenues. The increase in
general and administrative expenses was primarily attributable to a $4.1 million
increase in administrative salaries, bonuses, employee benefits and payroll
taxes and a $0.4 million increase in the provision for doubtful accounts. The
Company also incurred professional and related expenses associated with the
acquisition of CCG of $0.4 million in fiscal 1997.

Depreciation and Amortization. Depreciation and amortization expense
increased $1.4 million to $11.8 million in fiscal 1997 from $10.4 million in
fiscal 1996, but decreased as a percentage of contract revenues to 3.8% from
4.3%. The increase in amount reflects the depreciation of additional capital
expenditures incurred in the ordinary course of business.

Income Taxes. The provision for income taxes was $8.0 million in fiscal
1997 as compared to $4.1 million in fiscal 1996. The provision for income taxes
for 1996 reflects a reduction of $1.1 million in a valuation allowance relative
to certain deferred tax assets. The Company's effective tax rate was 33.5% in
fiscal 1997 as compared to 29.4% in fiscal 1996. The effective tax rate differs
from the statutory tax rate due to state income taxes, income of Subchapter S
Corporations (CCI and ITI) being taxed to their stockholders, the amortization
of intangible assets that do not provide a tax benefit, other non-deductible
expenses for tax purposes and the reduction in a valuation allowance relative to
certain deferred tax assets.

The pro forma provision for income taxes was $9.8 million in fiscal 1997 as
compared to $4.9 million in fiscal 1996. The pro forma effective tax rate was
41.4% in fiscal 1997 and 34.6% in fiscal 1996.

Net Income. Net income increased to $15.8 million in fiscal 1997 from $9.9
million in fiscal 1996, a 59.4% increase. Pro forma net income increased to
$13.9 million in fiscal 1997 from $9.2 million in fiscal 1996, a 51.5% increase.

17
<PAGE> 21

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth historical financial data for the fiscal
quarters of 1997 and 1998. This quarterly information is unaudited, but has been
prepared on a basis consistent with the Company's audited financial statements
presented elsewhere herein and, in the Company's opinion, includes all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the information for the quarters presented. The operating
results for any quarter are not necessarily indicative of the results for any
future period.

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------------
FISCAL YEAR 1997 FISCAL YEAR 1998
----------------------------------------- -----------------------------------------
OCT. 31, JAN. 31, APR. 30, JULY 31, OCT. 31, JAN. 31, APR. 30, JULY 31,
1996 1997 1997 1997 1997 1998 1998 1998
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Revenues:
Contract revenues earned.......... $72.1 $71.4 $80.5 $87.2 $91.1 $80.7 $95.9 $101.0
Other, net........................ 0.1 0.4 0.3 0.4 0.3 0.8 1.0 0.6
----- ----- ----- ----- ----- ----- ----- ------
Total revenues.............. $72.2 $71.8 $80.8 $87.6 $91.4 $81.5 $96.9 $101.6
===== ===== ===== ===== ===== ===== ===== ======
Expenses:
Cost of earned revenues, excluding
depreciation.................... 57.7 58.0 63.4 66.9 71.3 63.6 73.7 76.4
General and administrative........ 6.6 7.0 8.4 8.8 8.6 7.4 10.8 10.0
Depreciation and amortization..... 2.8 2.8 2.9 3.3 3.1 3.2 3.6 3.6
----- ----- ----- ----- ----- ----- ----- ------
Total expenses.............. 67.1 67.8 74.7 79.0 83.0 74.2 88.1 90.0
----- ----- ----- ----- ----- ----- ----- ------
Income before income taxes.......... 5.1 4.0 6.1 8.6 8.4 7.3 8.8 11.6
Provision for income taxes.......... 1.7 1.4 1.9 3.0 2.7 2.4 3.5 4.5
----- ----- ----- ----- ----- ----- ----- ------
Net income.......................... $ 3.4 $ 2.6 $ 4.2 $ 5.6 $ 5.7 $ 4.9 $ 5.3 $ 7.1
===== ===== ===== ===== ===== ===== ===== ======
Earnings per common share:
Basic............................. $0.27 $0.20 $0.33 $0.45 $0.45 $0.34 $0.36 $ 0.48
===== ===== ===== ===== ===== ===== ===== ======
Diluted........................... $0.27 $0.20 $0.33 $0.44 $0.45 $0.33 $0.36 $ 0.47
===== ===== ===== ===== ===== ===== ===== ======
Pro forma net income................ $ 2.9 $ 2.5 $ 3.6 $ 4.9 $ 4.8 $ 4.3 $ 5.4 $ 7.1
===== ===== ===== ===== ===== ===== ===== ======
Pro forma earnings per common share:
Basic............................. $0.23 $0.20 $0.29 $0.39 $0.38 $0.30 $0.37 $ 0.48
===== ===== ===== ===== ===== ===== ===== ======
Diluted........................... 0$.23.. $0.20 $0.28 $0.38 $0.37 $0.30 $0.36 $ 0.47
===== ===== ===== ===== ===== ===== ===== ======
AS A PERCENTAGE OF CONTRACT
REVENUES:
Contract revenues earned............ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Expenses:
Cost of earned revenues, excluding
depreciation.................... 79.8 80.9 78.5 76.4 78.0 78.1 76.0 75.2
General and administrative........ 9.2 9.7 10.4 10.0 9.4 9.0 11.2 9.8
Depreciation and amortization..... 3.9 3.9 3.6 3.7 3.4 3.9 3.7 3.5
----- ----- ----- ----- ----- ----- ----- ------
Total expenses.............. 92.9 94.5 92.5 90.1 90.8 91.0 90.9 88.5
Income before income taxes.......... 7.1 5.5 7.5 9.9 9.2 9.0 9.1 11.5
Provision for income taxes.......... 2.4 2.0 2.3 3.4 2.9 2.9 3.6 4.5
----- ----- ----- ----- ----- ----- ----- ------
Net income.......................... 4.7% 3.5% 5.2% 6.5% 6.3% 6.1% 5.5% 7.0%
===== ===== ===== ===== ===== ===== ===== ======
Pro forma net income................ 4.0% 3.5% 4.5% 5.6% 5.3% 5.3% 5.6% 7.0%
===== ===== ===== ===== ===== ===== ===== ======
</TABLE>

The Company has historically experienced variability in revenues, income
before income taxes and net income on a quarterly basis. A significant amount of
this variability is due to the fact that the Company's business is subject to
seasonal fluctuations, with activity in its second and occasionally third fiscal
quarters (the quarters ended January 31 and April 30 in a given fiscal year)
being adversely affected by weather. In addition, budgetary spending patterns of
significant customers, which often run on a calendar year basis, have resulted
in greater volatility of second fiscal quarter results. The Company has
witnessed increased sales of

18
<PAGE> 22

engineering services in recent years, and an increase in the level of such
services may offset the effect of these seasonal factors, although no assurance
can be given.

The Company has experienced and expects to continue to experience quarterly
fluctuations in revenues, income before income taxes and net income as a result
of other factors, including the timing and volume of customers' construction and
maintenance projects, the commencement, renewal or termination of master service
agreements, safety performance and the timing of additional costs to support
growth by acquisition or otherwise.

LIQUIDITY AND CAPITAL RESOURCES

The Company's needs for capital are attributable primarily to its needs for
equipment to support its contractual commitments to customers and its needs for
working capital sufficient for general corporate purposes. Capital expenditures
have been financed by operating and capital leases, bank borrowings and internal
cash flows. To the extent that the Company seeks to grow by acquisitions that
involve consideration other than Company stock, the Company's capital
requirements may increase, although the Company is not currently subject to any
commitments or obligations with respect to any acquisitions. The Company's
sources of cash have historically been from operating activities, bank
borrowings and from proceeds arising from the sale of idle and surplus equipment
and real property.

For fiscal 1998, net cash provided by operating activities was $30.6
million compared to $12.8 million for fiscal 1997 and $19.5 million for fiscal
1996. The increase in fiscal 1998 was due primarily to an increase in net income
and other non-cash expenses. The increase was also attributable to funds
advanced by a customer for materials and start-up expenses related to certain
long-term construction contracts. The amounts advanced at July 31, 1998 were
$9.4 million.

For fiscal 1998, net cash used in investing activities for capital
expenditures was $21.5 million, compared to $16.1 million in fiscal 1997 and
$13.5 million in fiscal 1996. For fiscal 1998 and fiscal 1997, these capital
expenditures were for the normal replacement of equipment and the buy out of
certain operating leases on terms favorable to the Company. For fiscal 1996,
these capital expenditures were for normal equipment replacement and for
additional equipment purchases made by the underground utility locating group to
service new geographic areas. In addition to equipment purchases, the Company
obtained approximately $2.2 million of equipment in fiscal 1998, $3.3 million of
equipment in fiscal 1997, and $3.0 million of equipment in fiscal 1996 under
noncancellable operating leases.

On April 29, 1998, the Company signed an $85.0 million amended credit
agreement arranged by a group of banks led by Dresdner Bank Lateinamerika AG.
The amended credit agreement provides for (i) a $30.0 million revolving working
capital facility; (ii) a $15.0 million standby letter of credit facility; (iii)
a $15.0 million five-year term loan; and (iv) a $25.0 million revolving
equipment acquisition and small business purchase facility. The amended credit
agreement increased the level of available financing by $50.0 million over the
limits set in the Company's previous credit facility. The Company sought this
increased borrowing to facilitate its ability to meet its working capital needs
in order to sustain its current level of internal growth.

The amended credit agreement requires the Company to maintain certain
financial covenants and conditions, such as a debt-to-net worth ratio of not
more than 2.25:1, a current ratio of not less than 1.4:1, a quick ratio of not
less than 0.75:1, and net profit levels of at least $6.0 million in the first
year and for each subsequent fiscal year, and also places restrictions on
encumbrances of assets and creation of additional indebtedness. The amended
credit agreement also limits the payment of cash dividends to 50% of each fiscal
year's after-tax profits. At July 31, 1998, the Company was in compliance with
all covenants and conditions under the amended credit agreement.

The revolving working capital facility is available for a two-year period
and bears interest, at the option of the Company, at the bank's prime interest
rate minus 1.00% or LIBOR plus 1.50%. In October 1997, the Company borrowed $4.9
million under this facility to pay off a subsidiary's previously existing credit
facility. On November 28, 1997, the Company repaid the outstanding balance of
this facility with proceeds from the

19
<PAGE> 23

public offering of its Common Stock. As of July 31, 1998, there was no
outstanding balance on this facility, resulting in an available borrowing
capacity of $30.0 million.

The term loan facility has a five-year maturity and bears interest at the
bank's prime interest rate minus 0.50% (8.00% at July 31, 1998). Principal
amounts due under the term loan are payable in quarterly installments of
$750,000, plus accrued interest, through April 2003. In May 1998, the
outstanding principal under the term loan was increased by $7.8 million in
accordance with the terms of the amended bank credit agreement. The amount
outstanding on the term loan facility was $14.3 million at July 31, 1998.

The revolving equipment acquisition and small business purchase facility is
available for a two-year period and bears interest, at the option of the
Company, at the bank's prime interest rate minus 0.75% or LIBOR plus 1.75%.
Advances against this facility are converted into term loans with maturities not
to exceed 48 months. The outstanding principal on the equipment term loans is
payable in monthly installments through February 2001. In October 1997, the
Company borrowed $1.0 million to buy out existing operating leases and $1.7
million to refinance equipment under a subsidiary's previously existing credit
facility. During fiscal 1998, the Company repaid $1.3 million of borrowings
under this facility and as of July 31, 1998 had remaining available borrowing
capacity of $21.7 million. At July 31, 1998, the interest rates on the
outstanding equipment term loans were at the LIBOR option ranging from 7.53% to
7.81%.

The standby letter of credit facility is available for a two-year period.
At July 31, 1998, the Company had $11.6 million in outstanding standby letters
of credit issued as security to the Company's insurance administrators as part
of its self-insurance program, leaving $3.4 million of available borrowing
capacity. The interest rate for all borrowings made pursuant to the facility
will be the prime rate plus 1.00%.

All obligations under the amended credit agreement are unconditionally
guaranteed by the Company's subsidiaries and secured by security interests in
certain property and assets of the Company and its subsidiaries.

The Company's recently acquired subsidiaries, CCI and ITI, had credit
facilities entered into prior to their acquisition by Dycom. CCI had a $5.2
million revolving credit facility for funding working capital and a $2.0 million
term note incurred to purchase equipment. The interest rate on the revolving
credit facility was at the bank's prime interest rate and the interest rate on
the term loan was at 8.75%. ITI had a $2.0 million revolving credit facility for
funding working capital and a $0.5 million multiple advance term facility for
equipment acquisitions. The interest rates on the revolving credit facility and
the multiple advance term facility were at the bank's prime interest rate. The
obligations were secured by substantially all of CCI's and ITI's assets. The
facilities contained restrictions, which among other things, required the
maintenance of certain financial ratios and covenants and restricted the payment
of cash dividends. During the fourth quarter of fiscal 1998, the Company paid
off the outstanding balances of $8.1 million under these facilities with
existing cash balances and subsequently terminated such facilities.

The Company concluded the public offering of an aggregate of 3,105,000
shares of its Common Stock in November 1997, including 1,126,622 shares sold by
certain stockholders of the Company, at a public offering price of $20.00 per
share. The Company received aggregate net proceeds of $37.0 million, net of the
underwriting discount and offering expenses payable by the Company. The Company
invested the net proceeds, after paying off $9.1 million of its outstanding
indebtedness, in various short-term instruments having a maturity of three
months or less.

The Company foresees its capital resources together with existing cash
balances to be sufficient to meet its financial obligations, including the
scheduled debt payments under the amended credit agreement and operating lease
commitments, and to support the Company's normal replacement of equipment at its
current level of business for at least the next twelve months. The Company's
future operating results and cash flows may be affected by a number of factors
including the Company's success in bidding on future contracts and the Company's
continued ability to effectively manage controllable costs.

20
<PAGE> 24

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130 "Reporting
Comprehensive Income" which establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains and losses)
in a full set of general purpose financial statements. This statement requires
that an enterprise classify items of other comprehensive income by their nature
in a financial statement and display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. This
statement is effective for fiscal years beginning after December 15, 1997.

In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes the standards for related disclosures about
products and services, geographic areas, and major customers. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The financial information
is required to be reported on the basis that it is used internally for
evaluating segment performance and deciding how to allocate resources to
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for financial statements for
periods beginning after December 15, 1997.

In February 1998, the FASB issued SFAS No. 132 "Employees Disclosures About
Pension and Other Postretirement Benefits" which revises certain disclosures
about pension and other postretirement benefit plans. This statement does not
change the measurement and recognition methods for pensions or postretirement
benefits costs reported in financial statements. This statement is effective for
fiscal years beginning after December 15, 1997.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes standards for the
accounting and reporting of derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement is
effective for financial statements for periods beginning after December 15,
1999.

Management is currently evaluating the requirements and related disclosures
of SFAS No. 130, 131, 132, and 133.

YEAR 2000 COMPLIANCE

The Company has reviewed its computer systems to identify those areas that
could be adversely affected by Year 2000 software failures. The Company has
converted approximately 85% of its information systems to be Year 2000
compliant. The Company has incurred approximately $1.0 million through July 31,
1998 and approximately $0.5 million will be incurred in fiscal 1999 to complete
the information system conversions. Although the Company expects that any
additional expenditures that may be required in connection with the Year 2000
conversions will not be material, there can be no assurance in this regard. The
Company believes that certain of its customers, particularly local exchange and
long distance carriers and cable multiple system operators, may be impacted by
the Year 2000 problem, which could in turn affect the Company. Currently, the
Company cannot predict the effect of the Year 2000 problem on entities with
which it transacts business and there can be no assurance it will not have a
material adverse effect on the Company's business, financial condition, results
of operations or cash flows. The Company will be formulating a contingency plan
to address the possible effects of any of its customers experiencing Year 2000
problems.

21
<PAGE> 25

BUSINESS

OVERVIEW

RECENT ACQUISITIONS

In July 1997, Dycom acquired CCG, a Pennsylvania-based provider of
construction services to cable television multiple system operators and in April
1998, the Company acquired CCI, a Georgia-based firm that provides construction
services to cable television multiple system operators, and ITI, a
Missouri-based firm that provides construction and engineering services to local
and long distance telephone companies. Each of these acquisitions was accounted
for as a pooling of interests. See Note 3 of the Notes to the Consolidated
Financial Statements. These transactions have diversified Dycom's telephone
company customer base to include a broader mix of work for cable television
multiple system operators. The CCG Acquisition also created a greater geographic
presence for Dycom in the Mid-Atlantic, Midwest and Northeast regions of the
United States, while the CCI Acquisition and the ITI Acquisition have further
expanded the Company's operations in the Midwest, Upper Midwest, Rocky Mountain
and West Coast regions of the United States.

In connection with the acquisitions of CCG, CCI and ITI, the Company
entered into five year employment contracts with certain executive officers of
each of the acquired companies. See "Management."

INDUSTRY OVERVIEW

The telecommunications industry is undergoing rapid change. Deregulation,
competitive deployment of networks and growth in consumer demand for enhanced
telecommunications services create the need for the construction of additional
telecommunications infrastructure for new and existing providers. As a result of
this increased need for upgraded and expanded telecommunications infrastructure
and the focus on reducing costs, telecommunications providers have been
outsourcing and are expected to continue to outsource, telecommunications
infrastructure engineering, construction and maintenance services.

Deregulation. The Telecom Act, enacted on February 8, 1996, substantially
revised the Federal Communications Act of 1934. It established a dual
federal-state regulatory framework for eliminating certain barriers to
competition faced by competitors of incumbent local exchange carriers. Among
other things, it preempted state and local government control over access to the
telecommunications market and opened such market to new entrants. The
elimination of entry barriers will lead to increased construction of competing
telecommunications networks as competitive telecommunications providers,
existing as well as new, expand into new markets and offer services that once
were reserved for incumbents. The competition generated by the Telecom Act is
expected to continue to spur existing service providers to expand and improve
their existing facilities.

22
<PAGE> 26

While the Telecom Act significantly removed barriers to competition, many
state regulatory commissions have modified regulation of telecommunications
providers. Historically, telecommunications providers were limited by state
regulations to earning a predetermined return on capital investments. Since
1994, a significant majority of the states have repealed such regulations,
substituting in their place regulations which limit the price telecommunications
providers may charge consumers, while eliminating the caps on the profits they
may earn. These new state regulatory frameworks eliminate profit guarantees for
telecommunications providers, while offering the potential for enhanced
profitability. The combined effect of increased competition and the prospects
for greater profitability will lead new and existing telecommunications
providers to become increasingly efficient in constructing and maintaining
telecommunications infrastructure.

Competitive Deployment of Networks. Telecommunications providers and cable
television multiple system operators are actively expanding networks to provide
their customers with a combined offering of voice, video and data communications
services. Additionally, electric utilities are currently using fiber optic
technology to develop and maintain demand monitoring systems. These systems can
be used as a means of controlling the need to build additional generation
capacity and also provide electric utilities opportunities to market excess
communications capacity to telecommunications providers. Once built, these
systems will require continuous maintenance and periodic upgrading. Such
additional telecommunications infrastructure will also permit long distance
carriers and content providers to connect customers without the need to pay
exchange access fees to their competitors, local exchange carriers or cable
companies.

Growth in Consumer Demand. Increasing consumer demand is also spurring
growth in the telecommunications industry. Not only has the amount of
traditional telephone voice traffic increased, but the growth of personal
computers and modems has created significant data traffic from a wide variety of
sources. For example, businesses with multiple locations increasingly require
geographically dispersed local area networks to be linked in sophisticated wide
area networks handling large volumes of telecommunications traffic. In addition,
the Internet has expanded beyond its traditional data transmission and
file-sharing functions to offer e-mail, new data sources, commercial services,
transaction processing, independent bulletin boards, the World Wide Web and
voice transmission. To handle the growing volume of communications traffic and
to provide faster and higher quality transmission, telecommunications providers
will be required to upgrade and expand their telecommunications networks and
related infrastructure.

Consumer demand for services provided over fiber optic cable has resulted
in a demand for broader bandwidth. Limited by the size of the cable or other
facilities through which communications flow, bandwidth controls both the speed
and breadth of voice, video and data communications. Because of the physical
limitations of the existing network facilities, there is an immediate need to
upgrade facilities with new and innovative technology, expanding and, in many
cases, replacing existing telecommunications infrastructure to allow for
increased bandwidth and the resultant faster and greater volume of
communications flow.

Even local governments are increasingly becoming directly involved in
telecommunications network construction because of the perception that
telecommunications infrastructure is essential to economic growth. Local
governments spur increased demand for cable television construction services by
imposing requirements for improved services as a precondition to renewal of
franchises. Additionally, in some cases, local governments view the construction
of such infrastructure as an appropriate governmental response to private
enterprises' failure to act in a timely manner, and the cost of expanding and
upgrading telecommunications infrastructure is appearing more frequently in
governmental budgets.

Increased Outsourcing. The need to upgrade and expand telecommunications
infrastructure as a result of deregulation, competitive deployment of networks
and the growth in consumer demand for enhanced telecommunications services have
stimulated, and are expected to continue to stimulate, telecommunications
providers to increase the current level of outsourcing to the telecommunications
engineering, construction and maintenance services industry. The outsourcing
trend has largely been driven by the efforts of telecommunications providers to
reduce costs and to focus on their core competencies. Independent contractors,
such as the Company, typically have lower cost structures than the
telecommunications providers, primarily as a result of the independent
contractors' lower direct and overhead cost structures. In addition, the Company
believes that

23
<PAGE> 27

telecommunications providers are seeking comprehensive solutions to their
infrastructure needs by utilizing fewer qualified contractors to provide a full
range of telecommunications infrastructure services.

Participant Consolidation. Historically, the telecommunications
engineering, construction and maintenance services industry has been highly
fragmented. Although industry annual revenues are estimated to be several
billions of dollars, few of these companies are publicly traded. Most
engineering, construction and maintenance service companies are small,
privately-held companies with annual revenues of less than $100 million. While
the industry has attracted some participation in the past from pipeline and
power plant construction firms, to date these firms have not significantly
impacted the industry.

In response to the newly deregulated operating environment, the industry
has experienced some increase in business combinations among the smaller private
firms. The resulting combinations, for the most part, however, may be unable,
due to resource constraints, to adequately meet the standards demanded by
telecommunications providers seeking to outsource their telecommunications
infrastructure services function. Going forward, service firms will need
significant management expertise, technical capabilities and capital resources
to provide the level of service necessary to gain significant market share. As a
result, the Company believes that the industry will experience consolidation in
the future and that strategic acquisition opportunities will continue to become
available.

THE DYCOM SOLUTION

Dycom provides a comprehensive solution to telecommunications providers
operating throughout the United States who need to deploy large and complex
telecommunications infrastructure quickly and with a high level of quality. The
Company's ability to serve a wide and diverse geographic area and its
demonstrated expertise in engineering and construction project management give
Dycom a distinct competitive advantage in obtaining customer service contracts.
As telecommunications providers begin to offer new and expanded services on a
global basis, the time to market for these services is a critical factor in
their success. Dycom is able to rapidly mobilize its capital equipment,
financial assets and personnel resources to effectively respond to the
increasing scale and time constraints of customer demands. In addition, Dycom
has recently begun to offer its customers integrated engineering, procurement,
construction and maintenance services on large-scale turnkey projects, which the
Company believes distinguishes it from many of its competitors. Dycom has
offered its telecommunications engineering, construction and maintenance
services solution on a national basis to local and long distance communications
carriers, competitive access providers, cable television multiple system
operators and electric utilities since 1984.

BUSINESS STRATEGY

Dycom's objective is to be a leading high quality and cost effective
provider of engineering, construction and maintenance services to the
telecommunications industry. To meet this objective, Dycom has identified the
following key business strategies:

Leverage Expertise and Leadership Position. Dycom believes that in this
highly fragmented industry, its technical expertise and reputation should give
it a competitive advantage in securing new business from its current customers,
as well as from new customers. The Company believes that its reputation for
quality and reliability, operating efficiency, financial and personnel
resources, and technical expertise (e.g., ability to serve a wide geographic
area and ability to provide customers with a comprehensive solution) provide it
with a competitive advantage in bidding for and winning new contracts. The
Company intends to pursue the larger, more technically complex
telecommunications infrastructure projects where its technical expertise and
reputation should have a greater impact. In addition, the Company believes that
its ability to provide integrated engineering, procurement, construction and
maintenance services on large-scale turnkey projects distinguishes it from many
of its competitors.

Effectively Utilize Decentralized Management. In order to enhance customer
service, the Company maintains a focused, decentralized management structure.
Dycom's holding company structure emphasizes the importance of local
subsidiary-based management teams, which are granted significant operating
flexibility in running their business. The Company believes that this
decentralized operating structure enables
24
<PAGE> 28

management to make decisions and mobilize resources more quickly based on
knowledge of the local markets and the specific needs of their customers. The
Company complements the decentralized operating structure by sharing operating
information among its subsidiaries.

Reduce Operating Costs and Increase Productivity. Dycom believes that the
cost savings in centralizing administrative tasks, such as insurance, asset
management, and information technology through Dycom's holding company
structure, combined with decentralized operating management, enables the Company
to be a more cost-effective provider of telecommunications engineering,
construction and maintenance services. As a service provider, the productivity
of its own work force and the work of its subcontractors has the single largest
impact on the Company's cost structure. High quality, decentralized management
assists the Company in maintaining quality performance from its work force, as
well as managing its costs. In order to respond to peak demands for its services
and to control labor expenses, Dycom also redeploys manpower among its
subsidiaries.

Refine and Enhance Formal Estimating Process. The Company utilizes
proprietary software to collect, maintain and statistically analyze extensive
amounts of historical cost and pricing information. The Company's operating
subsidiaries collect detailed cost and pricing information on a state by state,
customer by customer and job by job basis. The Company uses this data and
analysis as part of a formal estimating process when reviewing new business
opportunities. Dycom believes that, as a result of this process, it is able to
price jobs more accurately and more effectively allocate its resources. The
Company will continually seek to enhance the effectiveness of its proprietary
software system by expanding the amount of information that it gathers and
improving the analysis of the data.

GROWTH STRATEGY

As a result of the increased demand for telecommunications engineering,
construction and maintenance services, greater emphasis on outsourcing of such
services by telecommunications providers, and the fragmented nature of the
industry, the Company believes there are significant opportunities to expand its
business internally and through acquisitions.

Internal Growth. Dycom is focused on generating internal growth by: (i)
increasing the volume of services to existing customers; (ii) expanding the
scope of services to existing customers; (iii) broadening its customer base; and
(iv) geographically expanding its service area. The Company is also seeking to
reduce operating expenses and improve operating margins by centralizing costs
such as insurance administration, asset management and information technology,
thereby eliminating redundancies at the subsidiary level. Additionally, the
competitive pressures of deregulation have prompted several existing customers
to increase the outsourcing of noncore activities, which can provide
opportunities for enhancing internal growth without necessarily requiring the
Company to achieve market share gains.

Growth Through Acquisitions. As part of its growth strategy, Dycom intends
to capitalize on the current opportunity to make strategic acquisitions of
engineering, construction and maintenance services companies serving the
telecommunications industry throughout the United States. Dycom continually
reviews and evaluates potential acquisition candidates and believes that as
competition intensifies, smaller companies will seek to consolidate with
companies such as Dycom. Dycom targets acquisitions that provide complementary
services in existing Dycom markets or allow expansion into new geographic areas.
For its acquisition targets, the Company's key criteria are profitability in
excess of industry standards, stable and growing customer bases, proven
operational and technical competence, and experienced management that fits
within Dycom's decentralized operating structure. Further, the Company seeks the
opportunity to realize cost savings through the elimination of redundant costs
and economies of scale in certain items such as insurance, information
technologies and administrative functions. Dycom believes that significant
revenue and earnings growth are attainable through acquisitions; however, there
can be no assurance that the Company will be able to acquire and integrate such
businesses successfully or that such acquisitions will have a positive effect on
the Company's operating results.

The Company believes that a variety of attractive consolidation
opportunities exist within the currently fragmented telecommunications
engineering, construction and maintenance services industry and, while the
25
<PAGE> 29

Company is not currently a party to any agreements, understandings or
arrangements regarding any material acquisitions, the Company is currently
evaluating a number of potential acquisition prospects. The Company believes
that additional acquisition opportunities may be available to implement its
acquisition strategy upon completion of this Offering. See "Use of Proceeds."

SERVICES

Telecommunications Services

Engineering. Dycom provides outside plant engineers and drafters to local
exchange carriers and competitive access providers. The Company designs aerial,
buried and underground fiber optic and copper cable systems from the telephone
central office to the ultimate consumer's home or business. Engineering services
for local exchange carriers include the design of service area concept boxes,
terminals, buried and aerial drops, transmission and central office equipment
design and the proper administration of feeder and distribution cable pairs. For
competitive access providers, Dycom designs building entrance laterals, fiber
rings and conduit systems. The Company obtains rights of way and permits in
support of engineering activities, and provides construction management and
inspection personnel in conjunction with engineering services or on a stand
alone basis. For cable television multiple system operators, Dycom performs make
ready studies, strand mapping, field walk out, computer-aided radio frequency
design and drafting, and fiber cable routing and design.

Construction and Maintenance. The services provided by the Company include
the placing and splicing of cable, excavation of trenches in which to place the
cable, placement of related structures such as poles, anchors, conduits,
manholes, cabinets and closures, placement of drop lines from the main
distribution lines to the customer's home or business, and maintenance and
removal of these facilities. In addition, the Company installs and maintains
transmission and central office equipment. The Company has the capacity to
directionally bore the placement of cables, a highly specialized and
increasingly necessary method of placing buried cable networks in congested
urban and suburban markets where trenching is highly impractical.

Premise Wiring. The Company also provides premise wiring services to a
variety of large corporations and certain governmental agencies. These services,
unlike the engineering, construction and maintenance services provided under
various master service agreements and to cable television multiple system
operators, are limited to the installation, repair and maintenance of
telecommunications infrastructure within improved structures. Projects include
the placement and removal of various types of cable within buildings and
individual offices. These services generally include the development of
communication networks within a company or government agency related primarily
to the establishment and maintenance of computer operations, telephone systems,
Internet access and communications monitoring systems established for purposes
of monitoring environmental controls or security procedures.

Underground Utility Locating Services

The Company is a provider of underground utility locating services,
primarily to telecommunications providers. Under a variety of state laws,
excavators are required to locate underground utilities prior to excavating.
Utilities located include telephone, cable television, power and gas. Recently,
excavators performing telecommunications network upgrades and expansions have
generated significant growth in requests for underground utility locating, and
the Company expects this trend to continue. These services are offered
throughout the United States.

Electrical Construction and Maintenance Services

The Company performs electrical construction and maintenance services for
electric companies. This construction is performed primarily as a stand alone
service, although at times it is performed in conjunction with services for
telecommunications providers. These services include installing and maintaining
electrical transmission and distribution lines, setting utility poles and
stringing electrical lines, principally above ground. The work performed often
involves high voltage splicing and, on occasion, the installation of underground
high

26
<PAGE> 30

voltage distribution systems. The Company also provides the repair and
replacement of lines which are damaged or destroyed as a result of weather
conditions.

Revenues by Service Group

For the fiscal years ended July 31, 1996, 1997 and 1998, the percentages of
the Company's total contract revenues earned were derived from
telecommunications services, underground utility locating services and
electrical construction and maintenance services as set forth below.

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
--------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Telecommunications services................................. 90% 90% 90%
Underground utility locating services....................... 6 5 5
Electrical construction and maintenance services............ 4 5 5
--- --- ---
Total............................................. 100% 100% 100%
=== === ===
</TABLE>

CUSTOMER RELATIONSHIPS

Dycom's current customers include local exchange carriers such as BellSouth
Telecommunications, Inc., SBC Communications, Inc., U.S. West Communications,
Inc., Ameritech Corporation, GTE Corporation, The Southern New England Telephone
Company, Citizen Utilities and Cincinnati Bell Telephone. Dycom also currently
provides telecommunications engineering, construction and maintenance services
to a number of cable television multiple system operators including Comcast
Cable Communications Inc., Cablevision, Inc., Tele-Communications, Inc., Falcon
Cable Media, Time Warner, Inc. and MediaOne, Inc. Dycom also provides its
services to long distance carriers such as MCI Telecommunications Corporation,
Sprint Corporation and AT&T Corporation, as well as to competitive access
providers such as MFS Communications Company, Inc. Premise wiring services have
been provided to, among others, Lucent Technologies, Inc., Duke University,
International Business Machines Corporation, and several state and local
governments. The Company also provides construction and maintenance support to
Lee County Electrical Cooperative, Florida Power & Light Company, and Florida
Power Corporation.

While the Company's customer base has broadened in recent years, the
Company's customer base remains highly concentrated, with its top five customers
in fiscal years 1996, 1997 and 1998 accounting in the aggregate for
approximately 68%, 63% and 65%, respectively, of the Company's total contract
revenues. During fiscal 1998, approximately 24% of the Company's total contract
revenues were derived from Comcast Cable Communications, Inc., 22% from
BellSouth Telecommunications, Inc. and 7% from GTE Corporation. The Company
believes that a substantial portion of its contract revenues and operating
income will continue to be derived from a concentrated group of customers. The
loss of any of such customers could have a material adverse effect on the
Company's business, financial condition and results of operations.

A significant amount of the Company's business is performed under master
service agreements. These agreements with telecommunications providers are
generally exclusive requirement contracts, with certain exceptions, including
the customer's option to perform the services with its own regularly employed
personnel. The agreements are typically three to five years in duration,
although the terms typically permit the customer to terminate the agreement upon
90 days prior written notice. Each agreement contemplates hundreds of individual
construction and maintenance projects valued generally at less than $10,000
each. Other jobs are bid by the Company on a nonrecurring basis.

Although historically master service agreements have been awarded through a
competitive bidding process, recent trends have been toward securing or
extending such contracts on negotiated terms. With the rapid expansion of the
telecommunications market and the immediate need for upgrading existing, as well
as constructing new, telecommunications infrastructure, the Company believes
that more master service agreements will be awarded on the basis of negotiated
terms as opposed to the competitive bidding process.

27
<PAGE> 31

Sales and marketing efforts of the Company are the responsibility of the
management of Dycom and its operating subsidiaries.

BACKLOG

The Company views its backlog to be comprised of the uncompleted portion of
services to be performed under job-specific contracts and the estimated value of
future services that the Company expects to provide under long-term requirements
contracts. The Company's backlog at July 31, 1998 was $467.7 million. The
Company expects to complete approximately 60% of this backlog within the next
fiscal year. Due to the nature of its contractual commitments, in many instances
the Company's customers are not committed to specific volumes of services to be
purchased under a contract, but rather the Company is committed to perform these
services if requested by the customer. However, the customer is obligated to
obtain these services from the Company if they are not performed by the customer
internally. Many of the contracts are multi-year agreements, and the Company
includes in its backlog the full amount of services projected to be performed
over the life of the contract based on its historical relationships with its
customers and experience in procurements of this nature. Historically, the
Company has not experienced a material variance between the amount of services
it expects to perform under a contract and the amount actually performed for a
specified period. There can be no assurance, however, as to the customer's
requirements during a particular period or that such estimates at any point in
time are accurate.

SAFETY AND RISK MANAGEMENT

The Company is committed to ensuring that its employees perform their work
in the safest possible manner. The Company regularly communicates with its
employees to promote safety and to instill safe work habits. Dycom's safety
director, a holding company employee, reviews all accidents and claims
throughout the operating subsidiaries, examines trends and implements changes in
procedures or communications to address any safety issues.

The primary claims rising in the Company's business are workers'
compensation and other personal injuries, various general liabilities, and
vehicle liability (personal injury and property damage). The Company is
self-insured on a per occurrence basis for automobile liability up to $250,000,
for general liability up to $250,000, and for workers' compensation, in states
where the Company elects to do so, up to $500,000. The Company has an aggregate
stop loss coverage for all claims arising in a given year of $10.5 million
adjusted for certain exposures in addition to umbrella liability coverage up to
a policy limit of $50.0 million.

The Company carefully monitors claims and participates actively in claims
estimates and adjustments. The estimated costs of self-insured claims, which
include estimates for incurred but not reported claims, are accrued as
liabilities on the Company's balance sheet. Due to changes in the Company's loss
experience in recent years, insurance accruals have varied from year to year and
have had an effect on operating margins. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 1 of the
Notes to Consolidated Financial Statements.

COMPETITION

The telecommunications engineering, construction and maintenance services
industry in which the Company operates is highly competitive, requiring
substantial resources and skilled and experienced personnel. The Company
competes with other independent contractors in most of the markets in which it
operates, several of which are large domestic companies some of which may have
greater financial, technical and marketing resources than the Company. In
addition, there are relatively few, if any, barriers to entry into the markets
in which the Company operates and, as a result, any organization that has
adequate financial resources and access to technical expertise may become a
competitor to the Company. A significant portion of the Company's revenues are
currently derived from master service agreements and price is often an important
factor in the award of such agreements. Accordingly, the Company could be outbid
by its competitors in an effort to procure such business. There can be no
assurance that the Company's competitors will not develop the expertise,
experience and resources to provide services that are equal or superior in both
price and quality

28
<PAGE> 32

to the Company's services, or that the Company will be able to maintain or
enhance its competitive position. The Company may also face competition from the
in-house service organizations of its existing or prospective customers,
including telecommunications providers, which employ personnel who perform some
of the same types of services as those provided by the Company. Although a
significant portion of these services is currently outsourced, there can be no
assurance that existing or prospective customers of the Company will continue to
outsource telecommunications engineering, construction and maintenance services
in the future.

The Company believes that the principal competitive factors in the market
for telecommunications engineering, construction and maintenance services
include technical expertise, reputation, price, quality of service, availability
of skilled technical personnel, geographic presence, breadth of service
offerings, adherence to industry standards and financial stability. The Company
believes that it competes favorably with its competitors on the basis of these
factors.

MATERIALS

In many cases, the Company's customers supply most or all of the materials
required for a particular contract, and the Company provides the personnel,
tools and equipment to perform the installation services. However, with respect
to certain of its contracts the Company may supply part or all of the materials
required. In these instances, the Company is not dependent upon any one source
for the products which it customarily utilizes to complete the job. The Company
is not presently experiencing, nor does it anticipate experiencing, any
difficulties in procuring an adequate supply of materials.

EMPLOYEES

As of July 31, 1998, the Company employed 3,834 persons. The number of
employees of the Company and its subsidiaries varies according to the work in
progress. As a matter of course, the Company maintains a nucleus of technical
and managerial personnel from which it draws to supervise all projects.
Additional employees are added as needed to complete specific projects.

None of the Company's employees are represented by a labor union. CCG is
currently a party to a collective bargaining agreement with local bargaining
units in Philadelphia, Pennsylvania, and approximately 20 of its current
employees are subject to such agreement. The Company has never experienced a
work stoppage or strike. The Company believes that its employee relations are
good.

FACILITIES

The Company leases its executive offices in Palm Beach Gardens, Florida.
The Company's subsidiaries operate from owned or leased administrative offices,
district field offices, equipment yards, shop facilities and temporary storage
locations. The Company owns facilities in Phoenix, Arizona; Durham, North
Carolina; Pinellas Park, Florida; and West Palm Beach, Florida. It also leases,
pursuant to long-term noncancelable leases, facilities in West Chester,
Pennsylvania; Kimberling City, Missouri; Lithonia, Georgia; Knoxville,
Tennessee; and Greensboro, North Carolina. The Company also leases and owns
other smaller properties as necessary to enable it to efficiently perform its
obligations under master service agreements and other specific contracts. The
Company believes that its facilities are adequate for its current operations.

LEGAL PROCEEDINGS

In September 1995, the State of New York commenced a sales and use tax
audit of CCG for the years 1989 through 1995. As a result of the audit, certain
additional taxes were paid by CCG in fiscal 1996. The State of New York has
claimed additional amounts due from CCG for sales taxes and interest for the
periods through August 31, 1995. See Note 17 of the Notes to Consolidated
Financial Statements.

In the normal course of business, certain subsidiaries of the Company have
other pending and unasserted claims. Although the ultimate resolution and
liability of these claims cannot be determined, management believes the final
disposition of these claims will not have a material adverse impact on the
Company's consolidated financial condition, results of operations and cash
flows.

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<PAGE> 33

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the names and ages of the directors and
executive officers of the Company as well as the positions and offices held by
such persons. A summary of the background and experience of each of these
individuals is set forth after the table. Each director holds office for a three
year term and until his successor has been elected and qualified. A number of
executive officers have employment agreements, while others serve at the
discretion of the Company's Board of Directors. There are no family
relationships among the directors or executive officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Thomas R. Pledger............. 60 Chairman of the Board of Directors and Chief Executive Officer
Steven E. Nielsen............. 35 President, Chief Operating Officer and Director
Louis W. Adams, Jr............ 60 Director
Walter L. Revell.............. 63 Director
Ronald P. Younkin............. 56 Director
Douglas J. Betlach............ 46 Vice President, Chief Financial Officer and Treasurer
Darline M. Richter............ 37 Vice President and Controller
Patricia B. Frazier........... 63 Corporate Secretary
</TABLE>

Thomas R. Pledger is Chairman of the Board of Directors and Chief Executive
Officer of Dycom. Mr. Pledger has been in the industry since 1960, and in 1968
became President of Burnup & Sims, Inc., which went public that year and was
acquired by MasTec, Inc. in 1994. Mr. Pledger left Burnup & Sims, Inc. in 1976.
Mr. Pledger's relationship with Dycom began in 1979 as a consultant. He became a
Director in 1981 and President and Chief Executive Officer in 1984. His current
employment contract as Chief Executive Officer with the Company expires November
30, 2000. He serves on the Board's Executive and Nominating Committees, as well
as on the Board of Directors for each of the Company's subsidiaries.

Steven E. Nielsen is President and Chief Operating Officer of Dycom. Mr.
Nielsen has held this position since August 1996 and has been with Dycom since
1993. As a member of Dycom's Board of Directors since 1996, he serves on the
Board's Executive Committee and on the Board of Directors of CCG, CCI and ITI.
He previously served as President of Ansco & Associates, Inc. and Fiber Cable,
Inc., two of Dycom's subsidiaries. His current employment contract as President
and Chief Operating Officer with the Company expires on March 10, 1999. Prior to
joining the Company, Mr. Nielsen was Division Manager/Regional Manager of
Henkels & McCoy, Inc., a gas, power and telephone utility contractor, from 1991
to 1993, and was employed in various positions with this company or a
predecessor since 1985.

Louis W. Adams, Jr. is a retired attorney and formerly a partner with the
law firm of Adams & Adams. Mr. Adams has been on the Board since 1969 and
currently serves on the Board's Audit and Compensation, Executive, Nominating
and Finance Committees. Mr. Adams is also a member of the Board of Directors of
each of the Company's subsidiaries, other than CCG, CCI and ITI.

Walter L. Revell has been a Director since 1993 and currently serves on the
Board's Audit and Compensation, and Finance Committees. He has been Chairman and
Chief Executive Officer of H.J. Ross Associates, Inc. since 1991. The firm
provides consulting engineering, architectural and planning services. Mr. Revell
also serves on the Board of Directors of RISCORP, Inc., which provides managed
care workers' compensation, St. Joe Corporation, a diversified corporation in
sugar and real estate, and Hotelecopy, Inc., an international fax mail service
company.

Ronald P. Younkin is President of Greenlawn Mobile Home Sales, Inc., which
sells mobile homes and operates mobile home parks. Mr. Younkin has been a
Director of the Company since 1975. Mr. Younkin serves on the Board's Audit and
Compensation, Finance, and Nominating Committees.

Douglas J. Betlach is Vice President, Chief Financial Officer and Treasurer
and has been with Dycom since 1992. Prior to joining the Company, Mr. Betlach
served in various financial positions with Del Monte

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<PAGE> 34

Processed Foods and RJR Nabisco, Inc. from 1979 to 1991 and Price Waterhouse &
Company from 1974 to 1979.

Darline M. Richter has been Vice President and Controller since 1996. She
has been employed by the Company since 1991 and previously was employed by
Deloitte & Touche LLP as a tax manager.

Patricia B. Frazier has been employed by Dycom since 1983. She has served
as Corporate Secretary since 1984. She previously served as Corporate Secretary
at Rubin Construction Company and Burnup & Sims, Inc.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, as of August 24, 1998, and adjusted at that
date to reflect the Offering, information with respect to the beneficial
ownership of the Company's Common Stock by, as indicated by the letter next to
each such beneficial owner, (a) each Selling Stockholder in the Offering, (b)
each person known to the Company to beneficially own more than 5% of the
outstanding shares of the Company's Common Stock, (c) each director of the
Company and each executive officer, and (d) all executive officers and directors
of the Company as a group. Unless otherwise indicated, each such stockholder has
(i) sole voting and investment power with respect to the shares beneficially
owned by such stockholder and (ii) the same address as the Company.

<TABLE>
<CAPTION>
NUMBER OF
SHARES BENEFICIALLY OWNED SHARES BEING SHARES BENEFICIALLY OWNED
BEFORE THE OFFERING(1) OFFERED AFTER THE OFFERING(1)
-------------------------- ------------ --------------------------
NAME OF OWNER NUMBER PERCENT NUMBER PERCENT
------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Thomas J. Polis(a)............. 189,235(2)(3) 1.3% 147,463 41,772 *
George H. Tamasi(a)............ 191,772(3) 1.3 150,000 41,772 *
Mary Irene Younkin(a), (b)..... 771,840(4) 5.2 125,000 646,840 4.0%
Gerald W. Hartman(a)........... 518,880(5)(6) 3.5 395,000 123,880 *
Gerald W. Hartman/Lisa M. Lutz
Irrevocable Trust(a)......... 40,560(5) * 30,000 10,560 *
Gerald W. Hartman/Tonia R.
Schmidt Irrevocable
Trust(a)..................... 40,560(5) * 25,000 15,560 *
Thomas E. Atkins(a)............ 492,000(5)(7) 3.3 210,000 282,000 1.7
Thomas E. Atkins/Thomas Scott
Atkins Irrevocable
Trust(a)..................... 54,000(5) * 21,000 33,000 *
Thomas E. Atkins/Malinda Ann
Atkins Irrevocable
Trust(a)..................... 54,000(5) * 21,000 33,000 *
John J. Ekstrom(a)............. 417,240(5)(8) 2.8 150,000 267,240 1.6
Joanne F. Ekstrom Irrevocable
Trust (a).................... 81,240(5) * 25,000 56,240 *
John J. Ekstrom Irrevocable
Trust(a)..................... 81,240(5) * 25,000 56,240 *
Thomas R. Pledger(a), (c)...... 710,027(9)(10) 4.8 100,000 610,027(11) 3.7
Steven E. Nielsen(a), (c)...... 63,700(10) * 40,000 23,700(12) *
Louis W. Adams, Jr. (c)........ 10,234 * -- 10,234 *
Walter L. Revell(c)............ 6,000 * -- 6,000 *
Ronald P. Younkin(a), (c)...... 161,597(13) 1.1 35,600 125,997 *
Douglas J. Betlach(c).......... 11,129(10) * -- 11,129 *
Patricia B. Frazier(c)......... 1,125(10) * -- 1,125 *
Darline M. Richter(c).......... 3,234(10) * -- 3,234 *
All executive officers and
directors as a group(d)...... 967,046(10) 6.5% 175,600 791,446 4.9%
</TABLE>

(footnotes appear on the following page)

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<PAGE> 35

- ---------------
* Less than 1%

(1) Includes outstanding shares and stock options exercisable within 60 days
after August 24, 1998 held by officers and directors.

(2) Includes 50,000 shares owned by Polis Family LP. Mr. Polis is a general
partner of Polis Family LP and has shared voting and dispositive power over
the 50,000 shares.

(3) Shares were acquired by Messrs. Polis and Tamasi through the exchange of
stock as a result of the CCG Acquisition.

(4) Mrs. Younkin disclaims beneficial ownership of the 161,597 shares owned by
her son, Ronald P. Younkin, a director of the Company, and the 12,661
shares owned by Ronald P. Younkin's wife and children. Mrs. Younkin's
address is 555 East Greenlawn Avenue, Columbus, OH 43223.

(5) Shares were acquired by Messrs. Hartman, Atkins and Ekstrom through the
exchange of stock as a result of the ITI Acquisition and the CCI
Acquisition.

(6) Excludes 40,560 shares held by the Gerald W. Hartman/Lisa M. Lutz
Irrevocable Trust and 40,560 shares held by the Gerald W. Hartman/Tonia R.
Schmidt Irrevocable Trust, both as to which Mr. Hartman disclaims
beneficial ownership.

(7) Excludes 54,000 shares held by the Thomas E. Atkins/Thomas Scott Atkins
Irrevocable Trust and 54,000 shares held by the Thomas E. Atkins/Malinda
Ann Atkins Irrevocable Trust, both as to which Mr. Atkins disclaims
beneficial ownership.

(8) Excludes 81,240 shares held by the Joanne F. Ekstrom Irrevocable Trust and
81,240 shares held by the John J. Ekstrom Irrevocable Trust, both as to
which Mr. Ekstrom disclaims beneficial ownership.

(9) Excludes 12,252 shares owned by Thomas R. Pledger, Jr., Mr. Pledger's son,
as to which Mr. Pledger disclaims beneficial ownership.

(10) Includes shares that may be acquired within 60 days after August 24, 1998
upon exercise of stock options as follows: Mr. Pledger, 25,000 shares; Mr.
Nielsen, 56,500 shares; Mr. Betlach, 2,750 shares; Ms. Richter, 375 shares;
Ms. Frazier, 1,125 shares; and all directors and officers as a group,
85,750 shares.

(11) If the Underwriters' over-allotment option is exercised in full, Mr.
Pledger would sell an additional 100,000 shares, and would own
beneficially, upon completion of the Offering, 510,027 shares or 3.1% of
the outstanding Common Stock after the Offering.

(12) Assumes that Mr. Nielsen exercises outstanding options to purchase 56,500
shares immediately prior to the consummation of the Offering.

(13) Excludes 12,661 shares owned by Mr. Younkin's wife and children, as to
which Mr. Younkin disclaims beneficial ownership. Excludes 771,840 shares
beneficially owned by Mary Irene Younkin as to which Mr. Younkin disclaims
beneficial ownership. Mr. Younkin is the son of Mary Irene Younkin.

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<PAGE> 36

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $0.33 1/3 par value, and 1,000,000 shares of preferred stock,
$1.00 par value per share (the "Preferred Stock"). Upon completion of the
Offering, there will be 16,282,366 shares of Common Stock issued and
outstanding. No shares of Preferred Stock are outstanding.

COMMON STOCK

At August 24, 1998, there were 14,723,456 shares of Common Stock
outstanding held by 618 stockholders.

The holders of Common Stock are entitled to one vote per share on all
matters submitted to a vote of the stockholders. Holders of Common Stock do not
have cumulative rights, so that holders of more than 50% of the shares of Common
Stock are able to elect all of the Company's directors eligible for election in
a given year. The holders of Common Stock are entitled to dividends and other
distributions if and when declared by the Board of Directors out of assets
legally available therefor. See "Price Range of Common Stock and Dividend
Policy." Upon the liquidation, dissolution or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata in the
distribution of all of the Company's assets remaining available for distribution
after satisfaction of all the Company's liabilities, including any prior rights
of any Preferred Stock which may be outstanding. There are no redemption or
sinking fund provisions applicable to the Common Stock. Immediately upon
consummation of the Offering, all of the then outstanding shares of Common Stock
will be validly issued, fully paid and nonassessable.

The transfer agent and registrar for the Common Stock is First Union
National Bank of North Carolina, Charlotte, North Carolina.

PREFERRED STOCK

The Company is authorized to issue up to 1,000,000 shares of Preferred
Stock, $1.00 par value. There are no shares of Preferred Stock outstanding.
Series of the Preferred Stock may be created and issued from time to time by the
Board of Directors, with such rights and preferences as may be determined by the
Board. The Board of Directors may, without stockholder approval, issue a series
of Preferred Stock with voting and conversion rights which could have the effect
of discouraging a takeover and which could adversely affect the rights of
holders of Common Stock, as it could be used by incumbent management to make a
change in control of the Company more difficult. Under certain circumstances
such shares could be used to create voting impediments or to frustrate persons
seeking to effect a takeover or otherwise gain control of the Company.

ANTI-TAKEOVER PROVISIONS

On June 1, 1992, the Company approved a Shareholder Rights Plan. All
stockholders of record on June 15, 1992 were issued a Right for each outstanding
share of the Company's Common Stock. Each Right entitles the holder to purchase
one-half share of Common Stock for an exercise price of $18.00, subject to
adjustment to reflect any stock split, stock dividend or similar transaction.
The Right is exercisable only when a triggering event occurs. The triggering
events, among others, are a person or group's (1) acquisition of 20% or more of
Dycom's Common Stock, (2) commencement of a tender offer which would result in
the person or group owning 20% or more of Dycom's Common Stock, or (3)
acquisition of at least 10% of Dycom's Common Stock and such acquisition is
determined to have effects adverse to the Company. The Company can redeem the
Rights at $0.01 per Right, subject to adjustment to reflect any stock split,
stock dividend or similar transaction, at any time prior to ten days after a
triggering event occurs.

Certain executive officers of the Company have change of control agreements
with the Company, which provide for substantial compensation (in general terms,
double the officer's salary and bonuses paid the previous year), upon a change
of control in the Company. Mr. Pledger's employment agreement also permits him
to terminate his employment in the event of a change of control. The total cost
to the Company as a result of these agreements in the event of a change in
control would be approximately $2.8 million. The payment

33
<PAGE> 37

pursuant to these agreements would be triggered by any person's acquisition of
more than fifty percent of the Company's outstanding securities, the sale or
transfer of substantially all of Dycom's assets to someone other than a
wholly-owned subsidiary of Dycom, or a change of control of the Board of
Directors.

The Articles of Incorporation of the Company provide that the Board of
Directors is divided into three classes, as nearly equal in number as possible,
with one class of directors being elected each year for a three-year term. The
classification of the Board may have the effect of delaying a change in a
majority of the members of the Company's Board of Directors.

The Company's Articles of Incorporation provide that the affirmative vote
of 80% of the outstanding shares of capital stock of the Company entitled to
vote in elections of directors is required to approve any merger of the Company
with or into another corporation or any sale or transfer of all or a substantial
part of the assets of the Company to, or any sale or transfer to the Company or
any subsidiary in exchange for securities of the Company of any assets (except
assets valued at less than $1,000,000) of, any other corporation or person, if
at the time such other corporation or person is the beneficial owner, or is
affiliated with the beneficial owner, of more than 20% of the outstanding shares
of capital stock of the Company entitled to vote in elections of directors. This
provision is not applicable to any such transaction with another corporation
which was approved by the Company's Board of Directors prior to the time that
such other corporation became a holder of more than 20% of the outstanding
shares of capital stock of the Company.

The Florida Business Corporation Act contains provisions eliminating the
voting rights of "control shares", defined as shares which give any person,
directly or indirectly, ownership of, or the power to direct the exercise of
voting power with respect to, 20% or more of the outstanding voting power of an
"issuing public corporation." A corporation is an issuing public corporation if
it has at least 100 shareholders, its principal place of business, principal
office or substantial assets in Florida and either more than 10% of its
shareholders reside in Florida, more than 10% of its shares are owned by Florida
residents or 1,000 shareholders reside in Florida. The voting rights of control
shares are not eliminated if the articles of incorporation or the bylaws of the
corporation prior to the acquisition provide that the statute does not apply.
Voting rights are restored to control shares if, subsequent to their
acquisition, the corporation's shareholders (other than the holder of control
shares, officers of the corporation and employee directors) vote to restore such
voting rights.

The Florida Business Corporation Act also restricts "affiliated
transactions" (mergers, consolidations, transfers of assets and other
transactions) between "interested shareholders" (the beneficial owners of 10% or
more of the corporation's outstanding shares) and the corporation or any
subsidiary. Affiliated transactions must be approved by two-thirds of the voting
shares not beneficially owned by the interested shareholder or by a majority of
the corporation's "disinterested" directors. The statutory restrictions do not
apply if the corporation has had fewer than 300 shareholders of record for three
years, the interested shareholder has owned at least 80% of the outstanding
shares for five years, the interested shareholder owns at least 90% of the
corporation's outstanding voting shares, or certain consideration is paid to all
shareholders.

The provisions of the Company's Articles and By-Laws, the existence of the
Shareholder Rights Plan and the change of control agreements and the application
of the anti-takeover provisions of the Florida Business Corporation Act could
have the effect of discouraging, delaying or preventing a change of control not
approved by the Board of Directors which could affect the market price of the
Company's Common Stock.

INDEMNIFICATION

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<PAGE> 38

an improper personal benefit from a transaction, (c) voting for or assenting to
an unlawful distribution, and (d) willful misconduct or a conscious disregard
for the best interests of the Registrant in a proceeding by or in the right of
the Registrant to procure a judgment in its favor or in a proceeding by or in
the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

DIVIDEND RESTRICTIONS

The Company's credit facilities currently limit the Company's ability to
pay dividends on the Common Stock to 50% of net after-tax profits for the fiscal
year. The credit agreement's restrictions on the Company's debt-to-net worth,
quick and current ratios also affect the Company's ability to pay dividends. The
payment of dividends on the Common Stock is also subject to the preference that
may be applicable to any then outstanding Preferred Stock.

35
<PAGE> 39

UNDERWRITING

The Underwriters named below (the "Underwriters"), have severally agreed,
subject to the terms and conditions in the underwriting agreement (the
"Underwriting Agreement"), by and among the Company, the Selling Stockholders
and the Underwriters, to purchase from the Company and the Selling Stockholders
the number of shares of Common Stock indicated below opposite their respective
names, at the public offering price less the underwriting discount set forth on
the cover page of this Prospectus. The Underwriting Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent and
that the Underwriters are committed to purchase all of the shares of Common
Stock, if they purchase any.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ----------- ---------
<S> <C>
NationsBanc Montgomery Securities LLC.......................
Morgan Stanley & Co. Incorporated...........................
EVEREN Securities...........................................
Morgan Keegan & Company, Inc................................
The Robinson-Humphrey Company, LLC..........................
---------
Total............................................. 3,000,063
=========
</TABLE>

The Underwriters have advised the Company and the Selling Stockholders that
they propose to offer the Common Stock to the public on the terms set forth on
the cover page of this Prospectus. The Underwriters may allow selected dealers a
concession of not more than $ per share; and the Underwriters may
allow, and such dealers may reallow, a concession of not more than $
per share to certain other dealers. After the public offering, the public
offering price and other selling terms may be changed by the Underwriters. The
Common Stock is offered subject to receipt and acceptance by the Underwriters,
and to certain other conditions, including the right to reject orders in whole
or in part.

The Company and a Selling Stockholder have granted an option to the
Underwriters, exercisable during the 30-day period after the date of this
Prospectus to purchase up to a maximum of 350,009 and 100,000 additional shares
of Common Stock, respectively, to cover over-allotments, if any, at the same
price per share as the initial shares to be purchased by the Underwriters. To
the extent that the Underwriters exercise such over-allotment option, the
Underwriters will be committed, subject to certain conditions, to purchase such
additional shares in approximately the same proportion as set forth in the above
table. The Underwriters may purchase such shares only to cover over-allotments
made in connection with the Offering.

The Underwriting Agreement provides that the Company and the Selling
Stockholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the Underwriters may be required to make in respect thereof.

The Selling Stockholders and the Company's executive officers and directors
who are also stockholders of the Company and who, immediately following the
Offering (assuming no exercise of the Underwriters' over-allotment option)
collectively will beneficially own an aggregate of 2,399,550 outstanding shares
of Common Stock, have agreed, subject to certain exceptions, that for a period
of 90 days after the effective date of the Stock Offering they will not, without
the prior written consent of NationsBanc Montgomery Securities LLC, directly or
indirectly, sell, offer, contract or grant an option to sell (including without
limitation any short sale), pledge (other than to a pledgee who acknowledges to
NationsBanc Montgomery Securities LLC that it has taken subject to the lock-up
restrictions), transfer, establish an open put equivalent position or otherwise
dispose of any shares of Common Stock, options or warrants to acquire shares of
Common Stock or securities exchangeable or exercisable for or convertible into
shares of Common Stock held by them. The Company has also agreed not to issue,
offer, sell, grant options to purchase or otherwise dispose of any of the
Company's equity securities or any other securities convertible into or
exchangeable for its equity securities for a period of 90 days after the
effective date of the Offering without the prior written consent of NationsBanc
Montgomery Securities LLC, subject to limited exceptions and grants and
exercises of stock options or pursuant to certain acquisitions. In evaluating
any request for a waiver of the lock-up period, the Underwriters will consider,
in

36
<PAGE> 40

accordance with their customary practice, all relevant facts and circumstances
at the time of the request, including, without limitation, the recent trading
market of the Common Stock, the size of the request and, with respect to a
request by the Company to issue additional equity securities, the purpose of
such an issuance.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the Underwriters and
certain selling group members to bid for and purchase the Common Stock. As an
exception to these rules, the Underwriters are permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the Offering, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Underwriters may
reduce that short position by purchasing Common Stock in the open market. The
Underwriters may also elect to reduce any short position by exercising all or
part of the over-allotment option described above.

The Underwriters may also impose a penalty bid on certain selling group
members. This means that if the Underwriters purchase shares of Common Stock in
the open market to reduce the Underwriters' short position or to stabilize the
price of the Common Stock, they may reclaim the amount of the selling concession
from the selling group members who sold those shares as part of the Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security. Neither the Company nor any of the
Underwriters makes any representation or predictions as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Common Stock. In addition, neither the Company nor any of the
Underwriters makes any representation that the Underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.

The public offering price of the Common Stock will be determined by
negotiations among the Underwriters, the Company, and the Selling Stockholders
and will be based largely upon the market price for the Common Stock as reported
on the New York Stock Exchange.

CERTAIN LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Akerman, Senterfitt & Eidson, Miami, Florida. Certain
legal matters will be passed upon for the Company by Shearman & Sterling, New
York, New York. Certain legal matters in connection with the Common Stock
offered hereby will be passed upon for the Underwriters by Piper & Marbury
L.L.P., Baltimore, Maryland.

EXPERTS

The financial statements of the Company and its consolidated subsidiaries,
except CCG for the years ended May 31, 1997 and 1996, as of July 31, 1998 and
1997 and for each of the three years in the period ended July 31, 1998, included
and incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is included
and incorporated by reference herein. The financial statements of CCG for the
years ended May 31, 1997 and 1996 (consolidated with those of the Company and
not presented separately herein) have been audited by Nowalk & Associates,
independent auditors, as stated in their report included and incorporated by
reference herein. Such financial statements of the Company and its consolidated
subsidiaries are included herein and incorporated by reference in reliance upon
the respective reports of such firms given upon their authority as experts in
accounting and auditing.

37
<PAGE> 41

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Seven World Trade Center, Suite
1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates by writing to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is listed on the
New York Stock Exchange under the symbol "DY." Reports, proxy and information
statements and other information concerning the Company can also be inspected at
the Library of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
site is http://www.sec.gov.

This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") and does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits and schedules thereto. Statements
made in this Prospectus as to the contents of any contract, agreement or other
document referred to herein are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and such statement is qualified in its
entirety by such reference. Copies of the Registration Statement may be
inspected, without charge, at the offices of the Commission or obtained at
prescribed rates from the Public Reference Section of the Commission at the
address set forth above.

INFORMATION INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1998, filed by the Company with the Commission pursuant to the Exchange Act on
September 4, 1998, is incorporated herein by reference.

Each document filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering to which this Prospectus
relates, shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date any such document is filed. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) specifically modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or superseded.

The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon written or oral request
of such person to Corporate Secretary, Dycom Industries, Inc., First Union
Center, 4440 PGA Boulevard, Suite 600, Palm Beach Gardens, Florida 33410, (561)
627-7171, a copy of any or all of the documents described above (other than
exhibits to such documents) that have been incorporated by reference in this
Prospectus.

38
<PAGE> 42

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
Report of Independent Auditors.............................. F-2
Consolidated Balance Sheets as of July 31, 1997 and 1998.... F-4
Consolidated Statements of Operations for the years ended
July 31, 1996, 1997 and 1998.............................. F-5
Consolidated Statements of Stockholders' Equity for the
years ended July 31, 1996, 1997 and 1998.................. F-6
Consolidated Statements of Cash Flows for the years ended
July 31, 1996, 1997 and 1998.............................. F-7
Notes to Consolidated Financial Statements.................. F-8
</TABLE>

F-1
<PAGE> 43

INDEPENDENT AUDITORS' REPORT

Dycom Industries, Inc.:

We have audited the consolidated balance sheets of Dycom Industries, Inc. and
subsidiaries (the "Company") as of July 31, 1998 and 1997, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended July 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits. The consolidated financial statements give retroactive effect to the
merger of Communications Construction Group, Inc., which has been accounted for
as a pooling of interests as described in Note 3 to the consolidated financial
statements. We did not audit the statements of operations, stockholders' equity,
and cash flows of Communications Construction Group, Inc. for the years ended
May 31, 1997 and 1996, which statements reflect total revenues of $67,717,326
and $50,121,009 for the years ended May 31, 1997 and 1996, respectively. Those
financial statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Communications Construction Group, Inc. for such periods, is based solely on
the report of such other auditors. As described in Note 3 to the consolidated
financial statements, subsequent to the issuance of the report of the other
auditors, Communications Construction Group, Inc. changed its fiscal year to
conform to the fiscal year of Dycom Industries, Inc. for the period ended July
31, 1997.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Dycom Industries, Inc. and
subsidiaries as of July 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended July 31,
1998 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
Certified Public Accountants
West Palm Beach, Florida

August 31, 1998

F-2
<PAGE> 44

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Communications Construction Group, Inc.

We have audited the accompanying consolidated balance sheets of
Communications Construction Group, Inc. (the "Company") as of May 31, 1997 and
1996, and the related consolidated statements of operations, cash flows and
changes in stockholders' equity for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above (not presented
separately herein) present fairly, in all material respects, the consolidated
financial position of Communications Construction Group, Inc. as of May 31, 1997
and 1996, and the consolidated results of its operations and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Nowalk & Associates
Cranbury, New Jersey
July 23, 1997

F-3
<PAGE> 45

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JULY 31,
---------------------------
1997 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents........................................ $ 5,276,112 $ 35,927,307
Accounts receivable, net.................................... 49,526,678 62,142,808
Costs and estimated earnings in excess of billings.......... 11,398,621 14,382,620
Deferred tax assets, net.................................... 2,168,763 2,726,348
Other current assets........................................ 1,966,538 3,014,199
------------ ------------
Total current assets.............................. 70,336,712 118,193,282
------------ ------------
PROPERTY AND EQUIPMENT, net................................. 36,336,212 42,865,197
------------ ------------
OTHER ASSETS:
Intangible assets, net...................................... 4,684,358 4,529,270
Deferred tax assets......................................... 424,205
Other....................................................... 730,394 730,342
------------ ------------
Total other assets................................ 5,838,957 5,259,612
------------ ------------
TOTAL............................................. $112,511,881 $166,318,091
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................ $ 14,724,340 $ 12,182,699
Notes payable............................................... 17,719,780 4,727,782
Billings in excess of costs and estimated earnings.......... 470,940
Accrued self-insurance claims............................... 2,011,622 2,440,303
Income taxes payable........................................ 1,228,648 2,812,144
Other accrued liabilities................................... 13,278,712 14,819,181
------------ ------------
Total current liabilities......................... 49,434,042 36,982,109
NOTES PAYABLE............................................... 13,588,022 13,407,990
ACCRUED SELF-INSURED CLAIMS................................. 6,418,400 7,454,849
OTHER LIABILITIES........................................... 644,625 10,094,195
------------ ------------
Total liabilities................................. 70,085,089 67,939,143
------------ ------------

COMMITMENTS AND CONTINGENCIES, Note 17
STOCKHOLDERS' EQUITY:
Preferred stock, par value $1.00 per share:
1,000,000 shares authorized; no shares issued and
outstanding
Common stock, par value $.33 1/3 per share:
50,000,000 shares authorized; 12,667,877 and 14,722,731
issued and outstanding, respectively...................... 4,222,625 4,907,577
Additional paid-in capital.................................. 25,670,666 62,496,252
Retained earnings........................................... 12,533,501 30,975,119
------------ ------------
Total stockholders' equity........................ 42,426,792 98,378,948
------------ ------------
TOTAL............................................. $112,511,881 $166,318,091
============ ============
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 46

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
JULY 31,
------------------------------------------
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES:
Contract revenues earned............................. $245,937,063 $311,238,108 $368,713,563
Other, net........................................... 1,357,932 1,181,332 2,649,229
------------ ------------ ------------
Total...................................... 247,294,995 312,419,440 371,362,792
------------ ------------ ------------
EXPENSES:
Cost of earned revenues excluding depreciation....... 198,437,641 246,025,594 285,038,220
General and administrative........................... 24,368,552 30,808,780 36,746,614
Depreciation and amortization........................ 10,433,989 11,814,577 13,496,694
------------ ------------ ------------
Total...................................... 233,240,182 288,648,951 335,281,528
------------ ------------ ------------
INCOME BEFORE INCOME TAXES........................... 14,054,813 23,770,489 36,081,264
------------ ------------ ------------
PROVISION (BENEFIT) FOR INCOME TAXES:
Current............................................ 5,712,682 8,153,092 13,179,024
Deferred........................................... (1,580,196) (196,241) (133,380)
------------ ------------ ------------
Total...................................... 4,132,486 7,956,851 13,045,644
------------ ------------ ------------
NET INCOME........................................... $ 9,922,327 $ 15,813,638 $ 23,035,620
============ ============ ============
EARNINGS PER COMMON SHARE:
Basic.............................................. $ 0.80 $ 1.26 $ 1.63
============ ============ ============
Diluted............................................ $ 0.78 $ 1.24 $ 1.61
============ ============ ============
PRO FORMA NET INCOME AND EARNINGS
PER COMMON SHARE DATA:
Income before income taxes......................... $ 14,054,813 $ 23,770,489 $ 36,081,264
Pro forma provision for income taxes............... 4,859,762 9,841,081 14,419,904
------------ ------------ ------------
PRO FORMA NET INCOME................................. $ 9,195,051 $ 13,929,408 $ 21,661,360
============ ============ ============
PRO FORMA EARNINGS PER COMMON SHARE:
Basic.............................................. $ 0.74 $ 1.11 $ 1.53
============ ============ ============
Diluted............................................ $ 0.73 $ 1.09 $ 1.51
============ ============ ============
SHARES USED IN COMPUTING EARNINGS PER COMMON SHARE
AND PRO FORMA EARNINGS PER COMMON SHARE:
Basic.............................................. 12,416,376 12,575,991 14,114,683
============ ============ ============
Diluted............................................ 12,659,819 12,748,689 14,321,756
============ ============ ============
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 47

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED
----------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT)
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, at July 31, 1995, as restated for
poolings.................................... 12,397,232 $4,132,411 $24,651,837 $(8,913,500)
Stock options exercised....................... 57,502 19,167 179,960
Pooled companies distributions................ (2,207,368)
Net income.................................... 9,922,327
---------- ---------- ----------- -----------
Balances at July 31, 1996..................... 12,454,734 4,151,578 24,831,797 (1,198,541)
Stock options exercised....................... 213,143 71,047 706,300
Income tax benefit from stock options
exercised................................... 132,569
Pooled companies distributions................ (2,523,282)
Adjustment for change in fiscal year of pooled
company (CCG)............................... 441,686
Net income.................................... 15,813,638
---------- ---------- ----------- -----------
Balances at July 31, 1997..................... 12,667,877 4,222,625 25,670,666 12,533,501
Stock options exercised....................... 76,476 25,493 331,944
Stock offering proceeds....................... 1,978,378 659,459 36,299,159
Income tax benefit from stock options
exercised................................... 194,483
Pooled companies distributions................ (4,594,002)
Net income.................................... 23,035,620
---------- ---------- ----------- -----------
Balances at July 31, 1998..................... 14,722,731 $4,907,577 $62,496,252 $30,975,119
========== ========== =========== ===========
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 48

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
JULY 31,
----------------------------------------
1996 1997 1998
------------ ----------- -----------
<S> <C> <C> <C>
Increase (Decrease) in Cash and Equivalents from:
OPERATING ACTIVITIES:
Net Income............................................. $ 9,922,327 $15,813,638 $23,035,620
Adjustments to reconcile net cash provided by operating
activities:
Depreciation and amortization................... 10,433,989 11,814,577 13,496,694
(Gain) on disposal of assets.................... (736,131) (601,645) (375,772)
Deferred income taxes........................... (1,580,196) (196,241) (133,380)
Changes in assets and liabilities:
Accounts receivable, net........................ 4,180,056 (18,537,042) (12,616,130)
Unbilled revenues, net.......................... (2,444,425) (2,873,149) (3,454,939)
Other current assets............................ (103,336) (773,980) (1,047,609)
Other assets.................................... (90,524) (135,882)
Accounts payable................................ (2,856,845) 6,080,835 (2,541,641)
Accrued self-insured claims and other
liabilities.................................. 2,713,096 1,632,232 12,455,169
Accrued income taxes............................ 99,067 626,228 1,777,979
------------ ----------- -----------
Net cash inflow from operating activities.............. 19,537,078 12,849,571 30,595,991
------------ ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures.............................. (13,459,174) (16,086,823) (21,492,673)
Proceeds from sale of assets...................... 2,847,275 2,289,348 1,997,854
------------ ----------- -----------
Net cash outflow from investing activities............. (10,611,899) (13,797,475) (19,494,819)
------------ ----------- -----------
FINANCING ACTIVITIES:
Borrowings on notes payable and bank
lines-of-credit................................. 6,371,140 22,976,488 18,346,301
Principal payments on notes payable and bank
lines-of-credit................................. (13,590,079) (17,907,051) (31,518,331)
Exercise of stock options......................... 199,127 777,347 357,437
Pooled companies distributions.................... (2,207,368) (2,523,282) (4,594,002)
Proceeds from stock offering...................... 36,958,618
------------ ----------- -----------
Net cash inflow (outflow) from financing activities.... (9,227,180) 3,323,502 19,550,023
------------ ----------- -----------
Net cash outflow related to change in fiscal year of
pooled company....................................... (159,555)
------------ ----------- -----------
NET CASH INFLOW (OUTFLOW) FROM
ALL ACTIVITIES.................................... (302,001) 2,216,043 30,651,195
CASH AND EQUIVALENTS AT BEGINNING
OF YEAR........................................... 3,362,070 3,060,069 5,276,112
------------ ----------- -----------
CASH AND EQUIVALENTS AT END
OF YEAR........................................... $ 3,060,069 $ 5,276,112 $35,927,307
============ =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW AND NONCASH INVESTING AND
FINANCING ACTIVITIES:
Cash paid during the period for:
Interest.......................................... $ 2,659,228 $ 2,535,600 $ 2,185,802
Income taxes...................................... $ 5,765,829 $ 8,303,108 $11,480,800
Property and equipment acquired and financed with:
Capital lease obligations............................ $ 135,341 $ 601,024
Income tax benefit from stock options exercised........ $ 132,569 $ 194,483
</TABLE>

See notes to consolidated financial statements.

F-7
<PAGE> 49

DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation. -- The consolidated financial statements
include Dycom Industries, Inc. ("Dycom" or the "Company") and its subsidiaries,
all of which are wholly owned. On July 29, 1997, Communications Construction
Group, Inc. ("CCG") was acquired by the Company through an exchange of common
stock. On April 6, 1998, Cable Com Inc. ("CCI") and Installation Technicians,
Inc. ("ITI") were acquired by the Company through an exchange of common stock.
These acquisitions were accounted for as poolings of interests. Accordingly, the
Company's consolidated financial statements include the results of CCG, CCI and
ITI for all periods presented. See Note 3.

The Company's operations consist primarily of telecommunications,
underground utility locating and electrical construction and maintenance
services contracting. All material intercompany accounts and transactions have
been eliminated.

Pro Forma Adjustments -- Prior to the acquisition by Dycom, CCI and ITI
elected under Subchapter S of the Internal Revenue Code to have the stockholders
recognize their proportionate share of CCI's and ITI's taxable income on their
personal tax return in lieu of paying corporate income tax. The pro forma net
income and earnings per common share reflected on the Statements of Operations
reflects a provision for current and deferred income taxes for all periods
presented as if the corporations were included in Dycom's federal and state
income tax returns. At April 6, 1998, the consummation date of the merger, CCI
and ITI recorded deferred taxes on the temporary differences between the
financial reporting basis and the tax basis of their assets and liabilities. The
deferred tax (asset) liability recorded by CCI and ITI was $616,358 and
$(11,035), respectively.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates and such differences may be material to the financial statements.

Estimates are used in the Company's revenue recognition of work-in-process,
allowance for doubtful accounts, self-insured claims liability, deferred tax
asset valuation allowance, depreciation and amortization, and in the estimated
lives of assets, including intangibles.

Revenue -- Income on short-term unit contracts is recognized as the related
work is completed. Work-in-process on unit contracts is based on management's
estimate of work performed but not billed. Income on long-term contracts is
recognized on the percentage-of-completion method based primarily on the ratio
of contract costs incurred to date to total estimated contract costs. At the
time a loss on a contract becomes known, the entire amount of the estimated
ultimate loss is accrued.

"Costs and estimated earnings in excess of billings" represents the excess
of contract revenues recognized under the percentage-of-completion method of
accounting for long-term contracts and work-in-process on unit contracts over
billings to date. For those contracts in which billings exceed contract revenues
recognized to date, such excesses are included in the caption "billings in
excess of costs and estimated earnings".

Cash and Equivalents -- Cash and equivalents include cash balances on
deposit in banks, overnight repurchase agreements, certificates of deposit,
commercial paper, and various other financial instruments having an original
maturity of three months or less. For purposes of the consolidated statements of
cash flows, the Company considers these amounts to be cash equivalents.

Property and Equipment -- Property and equipment is stated at cost.
Depreciation and amortization is computed over the estimated useful life of the
assets utilizing the straight-line method. The estimated useful service lives of
the assets are: buildings -- 20-31 years; leasehold improvements -- the term of
the respective lease or the estimated useful life of the improvements, whichever
is shorter; vehicles -- 3-7 years; equipment and machinery -- 2-10 years; and
furniture and fixtures -- 3-10 years. Maintenance and repairs are expensed
F-8
<PAGE> 50
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

as incurred; expenditures that enhance the value of the property or extend its
useful life are capitalized. When assets are sold or retired, the cost and
related accumulated depreciation are removed from the accounts and the resulting
gain or loss is included in income.

Intangible Assets -- The excess of the purchase price over the fair market
value of the tangible net assets of acquired businesses (goodwill) is amortized
on a straight-line basis over 40 years. The appropriateness of the carrying
value of goodwill is reviewed periodically by the Company at the subsidiary
level. An impairment loss is recognized when the projected future cash flows is
less than the carrying value of goodwill. No impairment loss has been recognized
in the periods presented.

Amortization expense was $155,088 for each of the fiscal years ended July
31, 1996, 1997, and 1998. The intangible assets are net of accumulated
amortization of $1,151,358 and $1,306,446 at July 31, 1997 and 1998,
respectively.

Self-Insured Claims Liability -- The Company is primarily self-insured, up
to certain limits, for automobile and general liability, workers' compensation,
and employee group health claims. A liability for unpaid claims and the
associated claim expenses, including incurred but not reported losses, is
actuarially determined and reflected in the consolidated financial statements as
an accrued liability. The self-insured claims liability includes incurred but
not reported losses of $4,429,000 and $5,120,000 at July 31, 1997 and 1998,
respectively. The determination of such claims and expenses and the
appropriateness of the related liability is continually reviewed and updated.

Income Taxes -- The Company and its subsidiaries, except for CCG, CCI and
ITI, file a consolidated federal income tax return. CCG was included in the
Company's consolidated federal income tax return effective July 29, 1997 and CCI
and ITI will be included effective April 6, 1998. Deferred income taxes are
provided for the temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities.

Per Share Data -- Earnings per common share-basic is computed using the
weighted average common shares outstanding during the period. Earnings per
common share-diluted is computed using the weighted average common shares
outstanding during the period and the dilutive effect of common stock options,
using the treasury stock method. See Notes 2 and 14.

Stock Option Plans -- In October 1995, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
123 "Accounting for Stock Based Compensation" which was effective for the
Company beginning August 1, 1996. SFAS No. 123 requires expanded disclosures of
stock based compensation arrangements with employees and encourages, but does
not require, compensation cost to be measured based on the fair value of the
equity instrument awarded. Under SFAS No. 123, companies are permitted, however,
to continue to apply Accounting Principle Board ("APB") Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. The Company will continue to apply APB Opinion No. 25 to its
stock based compensation awards to employees and will disclose in the annual
financial statements the required pro forma effect on net income and earnings
per share. See Note 14.

Recently Issued Accounting Pronouncements -- In June 1997, the FASB issued
SFAS No. 130 "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. This statement requires that an enterprise classify items of other
comprehensive income by their nature in a financial statement and display the
accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position. This statement is effective for fiscal years beginning after
December 15, 1997.

F-9
<PAGE> 51
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in annual financial reports issued to
shareholders. It also establishes the standards for related disclosures about
products and services, geographic areas, and major customers. This statement
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The financial information
is required to be reported on the basis that it is used internally for
evaluating segment performance and deciding how to allocate resources to
segments. Operating segments are components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. This statement is effective for financial statements for
periods beginning after December 15, 1997.

In February 1998, the FASB issued SFAS No. 132 "Employers' Disclosures
about Pension and Other Postretirement Benefits" which revises certain
disclosures about pension and other postretirement benefit plans. This statement
does not change the measurement and recognition methods for pension or
postretirement benefit costs reported in financial statements. This statement is
effective for fiscal years beginning after December 15, 1997.

Management is currently evaluating the requirements and related disclosures
of SFAS No. 130, 131, 132, and 133.

2. ACCOUNTING CHANGE

In February 1997, the FASB issued SFAS No. 128 "Earnings per Share" which
changes the method of calculating earnings per share and was effective for the
Company in the quarter ended January 31, 1998. All periods presented have been
restated in accordance with the provisions of SFAS No. 128.

F-10
<PAGE> 52
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computation as required by SFAS No. 128.

<TABLE>
<CAPTION>
1996 1997 1998
---------- ----------- -----------
<S> <C> <C> <C>
Net income available to common stockholders
(numerator)............................................ $9,922,327 $15,813,638 $23,035,620
========== =========== ===========
Weighted-average number of common shares (denominator)... 12,416,376 12,575,991 14,114,683
========== =========== ===========
Earnings per common share -- basic....................... $ 0.80 $ 1.26 $ 1.63
========== =========== ===========
Weighted-average number of common shares................. 12,416,376 12,575,991 14,114,683
Potential common stock arising from stock options........ 243,443 172,698 207,073
---------- ----------- -----------
Total shares (denominator)..................... 12,659,819 12,748,689 14,321,756
========== =========== ===========
Earnings per common share -- diluted..................... $ 0.78 $ 1.24 $ 1.61
========== =========== ===========
PRO FORMA EARNINGS PER SHARE DATA:
Pro forma net income available to common stockholders
(numerator)............................................ $9,195,051 $13,929,408 $21,661,360
========== =========== ===========
Pro forma earnings per common share -- basic............. $ 0.74 $ 1.11 $ 1.53
========== =========== ===========
Pro forma earnings per common share -- diluted........... $ 0.73 $ 1.09 $ 1.51
========== =========== ===========
</TABLE>

3. ACQUISITIONS

On July 29, 1997, the Company consummated the CCG acquisition. The Company
issued 2,053,242 shares of common stock in exchange for all the outstanding
capital stock of CCG. Dycom has accounted for the acquisition as a pooling of
interests and, accordingly, the Company's historical financial statements
include the results of CCG for all periods presented.

Prior to the acquisition, CCG used a fiscal year ending May 31 and as of
July 31, 1997 adopted Dycom's fiscal year. The Company's consolidated statements
of operations for fiscal years ended July 31, 1996, and 1997 combines the
statements of operations of CCG for its fiscal years ended May 31, 1996, and
1997, respectively. The total revenue and net income of CCG for the two-month
period ended July 31, 1997 were $13.1 million and $0.4 million, respectively,
with the net income reflected as an adjustment to retained earnings as of July
31, 1997.

On April 6, 1998, the Company acquired CCI and ITI and issued 1.2 million
and 600,000 shares of common stock in exchange for all the outstanding capital
stock of CCI and ITI, respectively. Dycom has accounted for the acquisitions as
poolings of interests and, accordingly, the Company's historical financial
statements include the results of CCI and ITI for all periods presented.

F-11
<PAGE> 53
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Prior to the acquisitions, CCI and ITI used a fiscal calendar year
consisting of a 52/53 week time period and, as a result of the merger, have
adopted Dycom's fiscal year end of July 31. All periods presented reflect the
adoption of such fiscal year end as of the beginning of the period. The combined
and separate company results of Dycom, CCG, CCI and ITI for the fiscal years
ended July 31, 1996, 1997, and 1998 are presented below. The separate company
results of CCI and ITI for the quarter, including the consummation date of the
mergers and the subsequent quarter, are included in the Dycom amounts.

<TABLE>
<CAPTION>
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Total revenues:
Dycom.............................................. $145,135,380 $176,204,581 $331,881,840
CCG................................................ 50,124,861 67,718,900
CCI................................................ 33,038,911 45,191,801 26,833,806
ITI................................................ 18,995,843 23,304,158 12,647,146
------------ ------------ ------------
Combined............................................. $247,294,995 $312,419,440 $371,362,792
============ ============ ============
Net income:
Dycom.............................................. $ 6,390,144 $ 8,268,502 $ 19,194,623
CCG................................................ 1,273,714 2,950,306
CCI................................................ 898,496 2,598,254 2,711,694
ITI................................................ 1,359,973 1,996,576 1,129,303
------------ ------------ ------------
Combined............................................. $ 9,922,327 $ 15,813,638 $ 23,035,620
============ ============ ============
</TABLE>

The acquisition costs for the CCG merger were $0.4 million and $0.6 million
for the CCI and ITI mergers and were charged to the combined operations for the
fiscal year ended July 31, 1997 and July 31, 1998, respectively. These costs
include filing fees with regulatory agencies, legal, accounting and other
professional costs.

4. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Contract billings........................................... $45,589,232 $58,888,421
Retainage................................................... 3,652,358 4,133,590
Other receivables........................................... 1,314,181 1,331,775
----------- -----------
Total............................................. 50,555,771 64,353,786
Less allowance for doubtful accounts........................ 1,029,093 2,210,978
----------- -----------
Accounts receivable, net.................................... $49,526,678 $62,142,808
=========== ===========
</TABLE>

F-12
<PAGE> 54
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROGRESS

The accompanying consolidated balance sheets include costs and estimated
earnings on contracts in progress, net of progress billings as follows:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Costs incurred on contracts in progress..................... $17,715,762 $15,056,642
Estimated earnings thereon.................................. 3,319,456 3,387,933
----------- -----------
21,035,218 18,444,575
Less billings to date....................................... 10,107,537 4,061,955
----------- -----------
$10,927,681 $14,382,620
=========== ===========
Included in the accompanying consolidated balance sheets
under the captions:
Costs and estimated earnings in excess of billings..... $11,398,621 $14,382,620
Billings in excess of costs and estimated earnings..... (470,940)
----------- -----------
$10,927,681 $14,382,620
=========== ===========
</TABLE>

6. PROPERTY AND EQUIPMENT

The accompanying consolidated balance sheets include the following property
and equipment:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Land........................................................ $ 1,942,247 $ 1,592,958
Buildings................................................... 2,346,993 2,497,103
Leasehold improvements...................................... 1,463,698 1,459,543
Vehicles.................................................... 41,522,848 52,287,135
Equipment and machinery..................................... 30,721,638 34,319,707
Furniture and fixtures...................................... 5,289,975 5,638,326
----------- -----------
Total............................................. 83,287,399 97,794,772
Less accumulated depreciation............................... 46,951,187 54,929,575
----------- -----------
Property and equipment, net................................. $36,336,212 $42,865,197
=========== ===========
</TABLE>

Certain subsidiaries of the Company have entered into lease arrangements
accounted for as capitalized leases. The carrying value of capital leases at
July 31, 1997 and 1998 was $1,291,733 and $114,985, respectively, net of
accumulated depreciation of $985,636 and $82,813, respectively. Capital leases
are included as a component of vehicles and equipment and machinery.

Maintenance and repairs of property and equipment amounted to $6,825,017,
$6,843,444, and $7,728,971 for the fiscal years ended July 31, 1996, 1997, and
1998, respectively.

7. OTHER ACCRUED LIABILITIES

Other accrued liabilities consist of the following:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Accrued payroll and related taxes........................... $ 3,909,405 $ 3,637,611
Accrued employee benefit costs.............................. 3,683,975 4,971,718
Accrued construction costs.................................. 2,033,371 2,728,568
Accrued other liabilities................................... 3,651,961 3,481,284
----------- -----------
Other accrued liabilities................................... $13,278,712 $14,819,181
=========== ===========
</TABLE>

F-13
<PAGE> 55
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. NOTES PAYABLE

Notes payable are summarized by type of borrowing as follows:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Bank credit agreements:
Revolving credit facilities............................... $15,053,484
Term loan................................................. 8,550,000 $14,250,000
Equipment term loans...................................... 4,559,937 3,339,218
Capital lease obligations................................... 1,086,967 60,931
Equipment loans............................................. 2,057,414 485,623
----------- -----------
Total............................................. 31,307,802 18,135,772
Less current portion........................................ 17,719,780 4,727,782
----------- -----------
Notes payable -- non-current................................ $13,588,022 $13,407,990
=========== ===========
</TABLE>

On April 29, 1998, the Company signed an amendment to its current bank
credit agreement, increasing the total facility to $85.0 million. The amended
bank credit agreement provides for (i) a $30.0 million revolving working capital
facility; (ii) a $15.0 million standby letter of credit facility; (iii) a $25.0
million revolving equipment acquisition and small business purchase facility;
and (iv) a $15.0 million five-year term loan. The revolving working capital
facility, the standby letter of credit facility and the revolving equipment
facility are available for a two-year period.

The revolving working capital facility bears interest, at the option of the
Company, at the bank's prime interest rate minus 1.00% or LIBOR plus 1.50%. In
October 1997, the Company borrowed $4.9 million under this facility to pay off a
subsidiary's previously existing credit facility. On November 28, 1997, the
Company repaid the outstanding balance of this facility with proceeds from the
public offering of its common stock. As of July 31, 1998, there was no
outstanding balance on this facility, resulting in an available borrowing
capacity of $30.0 million.

The outstanding principal under the term loan bears interest at the bank's
prime interest rate minus 0.50% (8.00% at July 31, 1998). Principal and interest
is payable in quarterly installments through April 2003. The outstanding
principal under the term loan was increased to $15.0 million in accordance with
the terms of the amended bank credit agreement. The amount outstanding on the
term loan was $14.3 million at July 31, 1998.

The outstanding loans under the revolving equipment acquisition and small
business purchase facility bear interest, at the option of the Company, at the
bank's prime interest rate minus 0.75% or LIBOR plus 1.75%. At July 31, 1998,
the interest rates on the outstanding revolving equipment and small business
purchase facility were at the LIBOR option ranging from 7.53% to 7.81%. The
advances under the revolving equipment acquisition and small business purchase
facility are converted to term loans with maturities not to exceed 48 months.
The outstanding principal on the equipment term loans is payable in monthly
installments through February 2001. In October 1997, the Company borrowed $1.0
million to buy out existing operating leases and $1.7 million to refinance
equipment under a subsidiary's previously existing credit facility. During the
fiscal year ended July 31, 1998, the Company repaid $1.3 million under this
facility. The amount outstanding on the revolving equipment acquisition and
small business purchase facility was $3.3 million at July 31, 1998 resulting in
an available borrowing capacity of $21.7 million.

The Company had outstanding standby letters of credit issued to the
Company's insurance administrators as part of its self-insurance program of
$11.6 million at July 31, 1998.

The amended bank credit agreement contains restrictions which, among other
things, require maintenance of certain financial ratios and covenants, restricts
encumbrances of assets and creation of indebtedness,

F-14
<PAGE> 56
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and limits the payment of cash dividends. Cash dividends are limited to 50% of
each fiscal year's after-tax profits. No cash dividends have been paid during
fiscal 1998. The amended credit facility is secured by the Company's assets and
guaranteed by each of its subsidiaries. At July 31, 1998, the Company was in
compliance with all of the financial covenants and conditions.

At July 31, 1997, CCG had a $6.6 million revolving bank credit facility of
which $5.9 million was outstanding. The interest rate on this facility was at
the bank's prime interest rate plus 0.75% and was collateralized by 75% of the
eligible trade accounts receivable, inventory, and certain real property owned
by a partnership, whose general partners are the former shareholders of CCG.
This facility was an existing arrangement made by CCG prior to the acquisition
by Dycom. In October 1997, the Company paid off the outstanding balance of $6.6
million and terminated the facility by borrowing $4.9 million against its
revolving working capital facility and $1.7 million against the revolving
equipment acquisition and small business purchase facility.

The Company's recently acquired subsidiaries, CCI and ITI, had credit
facilities entered into prior to the acquisition by Dycom. CCI had a $5.2
million revolving credit facility for funding working capital and a $2.0 million
term note incurred to purchase equipment. The interest rate on the revolving
credit facility was at the bank's prime interest rate and the interest rate on
the term loan was at 8.75%. ITI had a $2.0 million revolving credit facility for
funding working capital and a $0.5 million multiple advance term facility for
equipment acquisitions. The interest rates on the revolving credit facility and
the multiple advance term facility were at the bank's prime interest rate. The
obligations were secured by substantially all of CCI's and ITI's assets. The
facilities contained restrictions, which among other things, required the
maintenance of certain financial ratios and covenants and restricted the payment
of cash dividends. During the fourth quarter of fiscal 1998, the Company paid
off the outstanding balances of $8.1 million under these facilities with
existing cash balances and subsequently terminated such facilities.

In addition to the borrowings under the amended bank credit agreement,
certain subsidiaries have outstanding obligations under capital leases and other
equipment financing arrangements. During fiscal 1998, the Company repaid $2.6
million of outstanding balances on capital lease obligations and other equipment
term loans with existing cash balances. The remaining obligations are payable in
monthly installments expiring at various dates through September 2000.

The estimated aggregate annual principal repayments for notes payable and
capital lease obligations in the next five years are $4,727,782 in 1999,
$4,662,843 in 2000, $3,495,147 in 2001, $3,000,000 in 2002, and $2,250,000 in
2003.

Interest costs incurred on notes payable, all of which is expensed, for the
years ended July 31, 1996, 1997, and 1998 were $2,515,814, $2,619,191, and
$2,045,571, respectively. Such amounts are included in general and
administrative expenses in the accompanying consolidated statements of
operations.

The interest rates on notes payable under the bank credit agreement are at
current rates and, therefore, the carrying amount approximates fair value.

F-15
<PAGE> 57
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

The components of the provision (benefit) for income taxes are:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Current:
Federal................................................. $4,265,617 $6,248,234 $10,565,688
State................................................... 1,447,065 1,904,858 2,613,336
---------- ---------- -----------
5,712,682 8,153,092 13,179,024
---------- ---------- -----------
Deferred:
Federal................................................. (522,169) 191,765 737,355
State................................................... (134,700) (395,550)
Valuation allowance..................................... (1,058,027) (253,306) (475,185)
---------- ---------- -----------
(1,580,196) (196,241) (133,380)
---------- ---------- -----------
Total tax provision............................. $4,132,486 $7,956,851 $13,045,644
========== ========== ===========
</TABLE>

The deferred tax provision (benefit) is the change in the deferred tax
assets and liabilities representing the tax consequences of changes in the
amount of temporary differences and changes in tax rates during the year. Prior
to the acquisition by Dycom, CCI and ITI elected under Subchapter S of the
Internal Revenue Code to have the stockholders recognize their proportionate
share of CCI's and ITI's taxable income on their personal income tax returns in
lieu of paying corporate income taxes. At April 6, 1998, the consummation date
of the acquisition, CCI and ITI recorded a deferred tax liability (asset) of
$616,358 and $(11,035), respectively, which was included in the third quarter
results of operations. The deferred tax assets and liabilities at July 31 are
comprised of the following:

<TABLE>
<CAPTION>
1997 1998
---------- ----------
<S> <C> <C>
Deferred tax assets:
Self-insurance, warranty, and other non-deductible
reserves............................................... $3,943,356 $5,164,116
Allowance for doubtful accounts........................... 346,993 879,306
Small tools............................................... 348,067 380,153
---------- ----------
4,638,416 6,423,575
Valuation allowance....................................... (475,185)
---------- ----------
$4,163,231 $6,423,575
========== ==========
Deferred tax liabilities:
Property and equipment.................................... $1,357,721 $2,950,402
Unamortized acquisition costs............................. 212,542 248,612
Retainage................................................. 498,213
---------- ----------
$1,570,263 $3,697,227
========== ==========
Net deferred tax assets..................................... $2,592,968 $2,726,348
========== ==========
</TABLE>

A valuation allowance is provided when it is more likely than not that some
portion of the Company's deferred tax assets will not be realized. The valuation
allowance recorded in the financial statements reduces deferred tax assets to an
amount that represents management's best estimate of the amount of deferred tax
assets that more likely than not will be realized. In fiscal 1997, the Company
reduced the valuation allowance by $0.3 million. In fiscal 1998, the Company
reversed the remaining $475,185 balance of the valuation allowance. The Company
believes that it is more likely than not that the deferred tax assets will be
realized based on the available evidence supporting the reversing deductible
temporary differences being offset by

F-16
<PAGE> 58
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

reversing taxable temporary differences and the existence of sufficient taxable
income within the current carryback periods.

The difference between the total tax provision and the amount computed by
applying the statutory federal income tax rates to pre-tax income is as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
Statutory rate applied to pre-tax income.................. $4,919,185 $8,319,671 $12,628,442
State taxes, net of federal tax benefit................... 955,063 1,257,206 1,779,712
Amortization of intangible assets,
with no tax benefit..................................... 52,730 52,730 54,281
Tax effect of non-deductible items........................ 139,101 374,564 389,999
Valuation allowance....................................... (1,058,027) (253,306) (475,185)
Income from S Corporations (CCI and ITI).................. (907,814) (1,719,027) (1,827,023)
Deferred taxes of pooled companies........................ 605,323
Other items, net.......................................... 32,248 (74,987) (109,905)
---------- ---------- -----------
Total tax provision............................. $4,132,486 $7,956,851 $13,045,644
========== ========== ===========
</TABLE>

The Internal Revenue Service (the "IRS") has examined and closed the
Company's consolidated federal income tax returns for all years through fiscal
1993. The Company has settled all assessments of additional taxes and believes
that it has made adequate provision for income taxes that may become payable
with respect to open tax years. The IRS has examined and closed the income tax
returns for the years through fiscal 1994 for CCG. The IRS is currently auditing
the 1995 and 1996 tax years of ITI.

10. REVENUES -- OTHER

The components of other revenues are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Interest income............................................ $ 271,398 $ 215,062 $1,597,987
Gain on sale of fixed assets............................... 736,131 601,645 375,772
Miscellaneous income....................................... 350,403 364,625 675,470
---------- ---------- ----------
Total other revenues............................. $1,357,932 $1,181,332 $2,649,229
========== ========== ==========
</TABLE>

11. CAPITAL STOCK

On June 1, 1992, the Company approved a Shareholder Rights Plan. All
shareholders of record on June 15, 1992 were issued a Right for each outstanding
share of the Company's common stock. Each Right entitles the holder to purchase
one-half share of common stock for an exercise price of $18 subject to
adjustment. The Right is exercisable only when a triggering event occurs. The
triggering events, among others, are a person or group's (1) acquisition of 20%
or more of Dycom's common stock, (2) commencement of a tender offer which would
result in the person or group owning 20% or more of Dycom's common stock, or (3)
acquisition of at least 10% of Dycom's common stock and such acquisition is
determined to have effects adverse to the Company. The Company can redeem the
Rights at $0.01 per Right at any time prior to ten days after a triggering event
occurs.

Certain executive officers of the Company have change of control agreements
with the Company, which provide substantial compensation upon the change of
control of the Company. The payments pursuant to these agreements would be
triggered by any person's acquisition of more than 50% of the Company's
outstanding securities, the sale or transfer of substantially all of Dycom's
assets to someone other than a wholly-owned subsidiary of the Company, or a
change of control of the Board of Directors.

F-17
<PAGE> 59
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. STOCK OFFERING

The Company concluded the public offering of 2,700,000 shares of its common
stock on November 4, 1997. The Company offered 1,573,378 shares and selling
shareholders offered 1,126,622 shares at an offering price of $20.00 per share.
The Company received $29,736,844 on November 10, 1997 which is net of an
underwriting discount of $1.10 per share. Additionally, the underwriters
exercised their option to purchase 405,000 shares to cover over-allotments. The
Company received $7,654,500 on November 25, 1997 as payment for the
over-allotments. The total offering proceeds, net of offering expenses of
$432,726, are included in stockholders' equity on the July 31, 1998 balance
sheet. On November 28, 1997, the Company repaid the outstanding balance of its
revolving working capital facility and will use the balance of the proceeds to
fund the Company's growth strategy, including acquisitions, working capital and
capital expenditures and for other general corporate purposes.

13. EMPLOYEE BENEFIT PLAN

The Company and certain of its subsidiaries sponsor defined contribution
plans that provide retirement benefits to all employees that elect to
participate. Under the plans, participating employees may defer up to 15% of
their base pre-tax compensation. Generally, the Company's contributions to the
plans are discretionary except for CCI which has a 25% company match up to the
first 5% of the employee's contributions. The Company's contributions were
$158,451, $287,179, and $398,529 in fiscal years 1996, 1997 and 1998,
respectively.

14. STOCK OPTION PLANS

The Company has reserved 900,000 shares of common stock under its 1991
Incentive Stock Option Plan (the "1991 Plan") which was approved by the
shareholders on November 25, 1991. The 1991 Plan provides for the granting of
options to key employees until it expires in 2001. Options are granted at the
closing price on the date of grant and are exercisable over a period of up to
five years. Since the 1991 Plan's adoption, certain of the options granted have
lapsed as a result of employees terminating their employment with the Company.
At July 31, 1996, 1997, and 1998, options available for grant under the 1991
Plan were 427,353 shares, 384,118 shares, and 133,188 shares, respectively.

In fiscal 1998, the Company granted to key employees under the 1991 Plan,
options to purchase an aggregate of 258,980 shares of common stock. The options
were granted at prices ranging from $18.25 to $26.625, prices representing the
fair market value on the date of grant.

On August 24, 1998, the Company granted to key employees under the 1991
Plan options to purchase an aggregate of 141,288 shares of common stock. The
options were granted at $31 13/16, the fair market value on the date of grant.

In addition to the stock option plan discussed above, the Company has
agreements outside of the plan with the non-employee members of the Board of
Directors (the "Directors Plan"). On January 10, 1994, the Company granted to
the non-employee Directors, non-qualified options to purchase an aggregate of
60,000 shares of common stock. The options were granted at $3.875, the fair
market value on the date of grant, with vesting over a three-year period.

F-18
<PAGE> 60
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes the stock option transactions under the 1991
Plan and the Directors Plan for the three years ended July 31, 1996, 1997, and
1998:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Options outstanding at July 31, 1995........................ 544,173 $ 4.29
Terminated................................................ (50,526) $ 7.43
Exercised................................................. (57,502) $ 3.46
Options outstanding at July 31, 1996........................ 436,145 $ 4.54
Granted................................................... 100,000 $13.50
Terminated................................................ (56,765) $ 4.57
Exercised................................................. (213,143) $ 4.02
Options outstanding at July 31, 1997........................ 266,237 $10.32
Granted................................................... 258,980 $20.59
Terminated................................................ (8,050) $14.28
Exercised................................................. (76,476) $ 4.67
Options outstanding at July 31, 1998........................ 440,691 $15.74
Exercisable options at
July 31, 1996............................................. 190,817 $ 3.78
July 31, 1997............................................. 69,933 $ 5.21
July 31, 1998............................................. 87,191 $ 6.75
</TABLE>

The range of exercise prices for options outstanding at July 31, 1998 was
$2.75 to $26.625. The range of exercise prices for options is wide due primarily
to the increasing price of the Company's stock over the period of the grants.

The following summarizes information about options outstanding at July 31,
1998:

<TABLE>
<CAPTION>
OUTSTANDING OPTIONS
----------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
NUMBER OF CONTRACTUAL EXERCISE
SHARES LIFE PRICE
--------- ----------- --------
<S> <C> <C> <C>
Range of exercise prices
$2.75 to $8.00............................................ 100,146 1.4 $ 5.16
$12.00 to $20.00.......................................... 266,845 3.8 $16.74
$20.00 to $26.625......................................... 73,700 4.7 $26.49
------- --- ------
440,691 3.4 $15.74
======= === ======
</TABLE>

<TABLE>
<CAPTION>
EXERCISABLE OPTIONS
------------------------
WEIGHTED
EXERCISABLE AVERAGE
AS OF EXERCISE
JULY 31, 1998 PRICE
------------- --------
<S> <C> <C>
Range of exercise prices
$2.75 to $8.00............................................ 70,086 $ 5.11
$12.00 to $26.625......................................... 17,105 $13.50
------ ------
87,191 $ 6.75
====== ======
</TABLE>

These options will expire if not exercised at specific dates ranging from
November 1998 to April 2003. The prices for the options exercisable at July 31,
1998 ranged from $2.75 to $13.50.

F-19
<PAGE> 61
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As discussed in Note 1, the Company has adopted the disclosure-only
provisions of SFAS No. 123. The fair value of the options granted in fiscal 1997
and 1998 have been estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions: expected stock volatility
of 58.97% in 1997 and 55.36% in 1998; risk-free interest rates of 6.57% in 1997
and 5.50% in 1998; expected lives of 4 years for 1997 and 1998, and no dividend
yield in both years, due to the Company's recent history of not paying cash
dividends.

The Black-Scholes option valuation model was developed for estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. Because option valuation models require the use of subjective
assumptions and changes in these assumptions can materially impact the fair
value of the options and the Company's options do not have the characteristics
of traded options, the option valuation models do not necessarily provide a
reliable measure of the fair value of its options. The estimated fair value of
stock options granted during fiscal 1997 and 1998 was $6.98 and $10.13 per
share, respectively.

The pro forma disclosures amortize to expense the estimated compensation
costs for its stock options granted subsequent to July 31, 1996 over the options
vesting period. The Company's fiscal 1996, 1997 and 1998 pro forma net earnings
and earnings per share are reflected below:

<TABLE>
<CAPTION>
1996 1997 1998
---------- ----------- -----------
<S> <C> <C> <C>
Net Income:
Pro forma net income reflecting stock option compensation
costs.................................................. $9,922,327 $15,687,084 $21,858,609
Pro forma earnings per share reflecting stock option
compensation costs:
Basic............................................... $ 0.80 $ 1.25 $ 1.55
Diluted............................................. $ 0.78 $ 1.23 $ 1.53
Net Income:
Reflecting pro forma tax expense related to S
corporations
Pro forma net income reflecting stock option
compensation costs................................ $9,195,051 $13,802,854 $20,484,349
Pro forma earnings per share reflecting stock option
compensation costs:
Basic.......................................... $ 0.74 $ 1.10 $ 1.45
Diluted........................................ $ 0.73 $ 1.08 $ 1.43
</TABLE>

15. RELATED PARTY TRANSACTIONS

The Company's subsidiary, CCG, leases administrative offices from a
partnership of which certain officers of the subsidiary are the general partners
and the Company's newly acquired subsidiaries, CCI and ITI, lease administrative
offices from a corporation of which certain officers of the subsidiaries are
shareholders. ITI advanced the corporation $268,860 for leasehold improvements
to its administrative office building. The amount advanced was fully reimbursed
by July 31, 1998. The total expense under these arrangements for the years ended
July 31, 1996, 1997, and 1998 was $184,200, $242,310, and $304,010,
respectively. The future minimum lease commitments under these arrangements are
$299,760 in 1999, $299,760 in 2000, $203,760 in 2001 and $80,900 in 2002.

16. MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK

The operating subsidiaries obtain contracts from both public and private
concerns. For the years ended July 31, 1996, 1997, and 1998, approximately 36%,
27%, and 22%, respectively, of the contract revenues were

F-20
<PAGE> 62
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

from BellSouth Telecommunications, Inc. ("BellSouth"), 16%, 18%, and 24%,
respectively, of the contract revenues were from Comcast Cable Communications,
Inc. ("Comcast"), and 6.4%, 6.3%, and 7.2%, respectively, of the contract
revenues were from GTE Corporation ("GTE").

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade accounts receivable.
BellSouth, Comcast, and GTE represent a significant portion of the Company's
customer base. As of July 31, 1997, the total outstanding trade receivables from
BellSouth, Comcast, and GTE were $5.7 million or 12%, $11.5 million or 23%, and
$2.2 million or 4%, respectively, of the outstanding trade receivables. At July
31, 1998, the total outstanding trade receivables from BellSouth, Comcast, and
GTE were $7.9 million or 13%, $16.9 million or 27%, and $2.3 million or 4%,
respectively, of the Company's outstanding trade receivables.

17. COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries have operating leases covering office
facilities, vehicles, and equipment which have noncancelable terms in excess of
one year. During fiscal 1996, 1997, and 1998, the Company entered into numerous
operating leases for vehicles and equipment. Certain of these leases contain
renewal provisions and generally require the Company to pay insurance,
maintenance, and other operating expenses. Total expense incurred under
operating lease agreements, excluding the transactions with related parties (see
Note 15), for the years ended July 31, 1996, 1997, and 1998, was $5,305,237,
$6,732,699, and $6,754,934, respectively. The future minimum obligations under
these leases are $4,599,287 in 1999; $2,046,435 in 2000; $954,796 in 2001;
$526,526 in 2002, $323,338 in 2003 and $56,900 thereafter.

In September 1995, the State of New York commenced a sales and use tax
audit of CCG for the years 1989 through 1995. As a result of the audit, certain
additional taxes were paid by CCG in fiscal 1996. In addition, the State of New
York concluded that cable television service providers are subject to New York
State sales taxes for the construction of cable television distribution systems,
and by a Notice dated January 1997, asserted amounts due from CCG for sales
taxes and interest for the periods through August 31, 1995, aggregating
approximately $1.3 million. Any sales taxes asserted against the Company may be
offset by use taxes already paid by customers of the Company. The Company
intends to vigorously contest the assertion. The Company is unable to assess the
likelihood of any particular outcome at this time or to quantify the effect a
resolution of this matter may have on the Company's consolidated financial
statements.

In the normal course of business, certain subsidiaries of the Company have
pending and unasserted claims. It is the opinion of the Company's management,
based on the information available at this time, that these claims will not have
a material adverse impact on the Company's consolidated financial statements.

18. QUARTERLY FINANCIAL DATA (UNAUDITED)

In the opinion of management, the following unaudited quarterly data for
the years ended July 31, 1997 and 1998 reflect all adjustments necessary for the
fair presentation of a statement of operations. All such adjustments are of a
normal recurring nature other than as discussed below. The Company acquired CCI
and ITI ("Pooled Companies") on April 6, 1998. The acquisitions were accounted
for as poolings of interests and accordingly, the unaudited quarterly financial
statements for the periods presented include the accounts of CCI and ITI. The
quarterly data for CCI and ITI for the quarter including the consummation date
of the

F-21
<PAGE> 63
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

mergers and the subsequent quarter are included in the Dycom data. The earnings
per common share calculation for each quarter is based on the weighted average
shares of common stock outstanding plus the dilutive effect of stock options.
The sum of the quarters earnings per common share may not necessarily be equal
to the full year earnings per common share amounts.

<TABLE>
<CAPTION>
IN WHOLE DOLLARS, EXCEPT PER SHARE AMOUNTS
------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
1997
Revenues:
Dycom.................................... $56,414,412 $57,275,311 $63,181,306 $ 67,052,452
Pooled Companies......................... 15,816,874 14,502,399 17,628,078 20,548,608
----------- ----------- ----------- ------------
$72,231,286 $71,777,710 $80,809,384 $ 87,601,060
=========== =========== =========== ============
Income Before Income Taxes:
Dycom.................................... $ 3,981,240 $ 3,575,407 $ 4,700,378 $ 6,784,493
Pooled Companies......................... 1,141,040 393,687 1,373,172 1,821,072
----------- ----------- ----------- ------------
$ 5,122,280 $ 3,969,094 $ 6,073,550 $ 8,605,565
=========== =========== =========== ============
Net Income:
Dycom.................................... $ 2,236,041 $ 2,314,166 $ 2,818,373 $ 3,850,228
Pooled Companies......................... 1,176,518 245,568 1,373,172 1,799,572
----------- ----------- ----------- ------------
$ 3,412,559 $ 2,559,734 $ 4,191,545 $ 5,649,800
=========== =========== =========== ============
Earnings per Common Share:
Basic.................................... $ 0.27 $ 0.20 $ 0.33 $ 0.45
Diluted.................................. $ 0.27 $ 0.20 $ 0.33 $ 0.44

Pro Forma Net Income:
Dycom.................................... $ 2,236,041 $ 2,314,166 $ 2,818,373 $ 3,850,228
Pooled Companies......................... 647,285 185,447 810,610 1,067,258
----------- ----------- ----------- ------------
$ 2,883,326 $ 2,499,613 $ 3,628,983 $ 4,917,486
=========== =========== =========== ============
Pro Forma Earnings per Common Share:
Basic.................................... $ 0.23 $ 0.20 $ 0.29 $ 0.39
Diluted.................................. $ 0.23 $ 0.20 $ 0.28 $ 0.38
</TABLE>

F-22
<PAGE> 64
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
IN WHOLE DOLLARS, EXCEPT PER SHARE AMOUNTS
------------------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
1998
Revenues:
Dycom.................................... $70,793,691 $62,622,353 $96,872,826 $101,592,970
Pooled Companies......................... 20,638,774 18,842,178 -- --
----------- ----------- ----------- ------------
$91,432,465 $81,464,531 $96,872,826 $101,592,970
=========== =========== =========== ============
Income Before Income Taxes:
Dycom.................................... $ 6,165,432 $ 5,417,012 $ 8,807,157 $ 11,619,113
Pooled Companies......................... 2,222,087 1,850,463 -- --
----------- ----------- ----------- ------------
$ 8,387,519 $ 7,267,475 $ 8,807,157 $ 11,619,113
=========== =========== =========== ============
Net Income:
Dycom.................................... $ 3,515,950 $ 3,246,711 $ 5,343,005 $ 7,088,957
Pooled Companies......................... 2,222,087 1,618,910 -- --
----------- ----------- ----------- ------------
$ 5,738,037 $ 4,865,621 $ 5,343,005 $ 7,088,957
=========== =========== =========== ============
Earnings per Common Share:
Basic.................................... $ 0.45 $ 0.34 $ 0.36 $ 0.48
Diluted.................................. $ 0.45 $ 0.33 $ 0.36 $ 0.47

Pro Forma Net Income:
Dycom.................................... $ 3,515,950 $ 3,246,711 $ 5,432,241 $ 7,088,957
Pooled Companies......................... 1,298,383 1,079,118 -- --
----------- ----------- ----------- ------------
$ 4,814,333 $ 4,325,829 $ 5,432,241 $ 7,088,957
=========== =========== =========== ============

Pro Forma Earnings per Common Share:
Basic.................................... $ 0.38 $ 0.30 $ 0.37 $ 0.48
Diluted.................................. $ 0.37 $ 0.30 $ 0.36 $ 0.47
</TABLE>

The 1997 fourth quarter results of operations include a $0.3 million
reduction in the deferred tax asset valuation allowance. The third and fourth
quarter 1998 results of operations include a reduction in the deferred tax asset
valuation allowance of $0.2 million and $0.2 million, respectively.

F-23
<PAGE> 65

- ------------------------------------------------------
- ------------------------------------------------------
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company of by any of the Underwriters. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the dates as of which information is given in this Prospectus. This
Prospectus does not constitute an offer or solicitation by any one in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such solicitation.
----------------------------------------
TABLE OF CONTENTS
----------------------------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary................. 1
Risk Factors....................... 5
Use of Proceeds.................... 10
Price Range of Common Stock and
Dividend Policy.................. 10
Capitalization..................... 11
Summary Consolidated Financial
Data............................. 12
Management's Discussion and
Analysis of Financial Condition
and Results of Operations........ 14
Business........................... 22
Management......................... 30
Principal and Selling
Stockholders..................... 31
Description of Capital Stock....... 33
Underwriting....................... 36
Certain Legal Matters.............. 37
Experts............................ 37
Available Information.............. 38
Information Incorporated by
Reference........................ 38
Index to Consolidated Financial
Statements....................... F-1
</TABLE>

- ------------------------------------------------------
- ------------------------------------------------------
------------------------------------------------------
------------------------------------------------------

3,000,063 SHARES

[DYCOM INDUSTRIES LOGO]

COMMON STOCK

-----------------------------
PROSPECTUS
-----------------------------

NationsBanc Montgomery
Securities LLC

Morgan Stanley Dean Witter

EVEREN Securities

Morgan Keegan &
Company, Inc.

The Robinson-Humphrey
Company

, 1998
------------------------------------------------------
------------------------------------------------------
<PAGE> 66

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The Company will incur the following expenses in connection with the
Offerings. None of the offering expenses incurred by the Selling Stockholders in
the Stock Offering will be borne by the Company.

<TABLE>
<S> <C>
Registration Fees........................................... $ 31,361
Transfer Agent Fees......................................... $ 1,500
Printing and Engraving Costs................................ $ 90,000
Legal Fees.................................................. $100,000
Accounting Fees............................................. $ 60,000
New York Stock Exchange Listing............................. $ 14,750
NASD Review................................................. $ 11,131
Blue Sky.................................................... $ 2,000
Miscellaneous............................................... $ 89,258
--------
Total.................................................. $400,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws of the Company provide that the Company shall indemnify each
director and officer of the Company to the fullest extent permitted by law and
limits the liability of directors to the Company and its stockholders for
monetary damages in certain circumstances. The registrant has insured its
directors and officers against certain civil liabilities in connection with the
registration, offering and sale of the securities.

The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (b)
deriving an improper personal benefit from a transaction, (c) voting for or
assenting to an unlawful distribution, and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement*
4.1 -- Portions of Articles and By-Laws Defining Rights of
Shareholders**
5.1 -- Opinion of Akerman, Senterfitt & Eidson regarding the Common
Stock registered hereby
23.1 -- Consent of Akerman, Senterfitt & Eidson (included in opinion
delivered under Exhibit No. 5.1)
23.2 -- Consent of Deloitte & Touche LLP
23.3 -- Consent of Nowalk & Associates
24.1 -- Powers of Attorney (included on the signature page of this
Registration Statement)
27.1 -- Financial Data Schedule
27.2 -- Financial Data Schedule
27.3 -- Financial Data Schedule
</TABLE>

- ---------------

* To be filed by amendment

** Incorporated by reference to the Company's Registration Statement on Form
S-3 (file no. 333-36883)

II-1
<PAGE> 67

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes that

1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A or contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

4. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.

II-2
<PAGE> 68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palm Beach Gardens, State of Florida on the 4th day
of September, 1998.

DYCOM INDUSTRIES, INC.
/s/ THOMAS R. PLEDGER
By:
--------------------------------------

Thomas R. Pledger
Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas R. Pledger, Steven E. Nielsen and Douglas
J. Betlach, or any of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign and file (i) any and all
amendments (including post-effective amendments) to this Registration Statement,
with all exhibits thereto, and other documents in connection therewith and (ii)
a registration statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, agent, or their substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ THOMAS R. PLEDGER Chairman, Chief Executive Officer September 4, 1998
- --------------------------------------------- and Director
Thomas R. Pledger

/s/ STEVEN E. NIELSEN President, Chief Operating Officer September 4, 1998
- --------------------------------------------- and Director
Steven E. Nielsen

/s/ DOUGLAS J. BETLACH Vice President, Treasurer and September 4, 1998
- --------------------------------------------- Chief Financial Officer
Douglas J. Betlach

/s/ DARLINE M. RICHTER Vice President and Controller September 4, 1998
- ---------------------------------------------
Darline M. Richter

/s/ LOUIS W. ADAMS, JR. Director September 4, 1998
- ---------------------------------------------
Louis W. Adams, Jr.

/s/ WALTER L. REVELL Director September 4, 1998
- ---------------------------------------------
Walter L. Revell

/s/ RONALD P. YOUNKIN Director September 4, 1998
- ---------------------------------------------
Ronald P. Younkin
</TABLE>

II-3
<PAGE> 69

EXHIBIT INDEX

- ---------------

* To be filed by amendment

** Incorporated by reference to the Company's Registration Statement on Form
S-3 (file no. 333-36883)

<PAGE> 1
EXHIBIT 5.1

September 4, 1998

Dycom Industries, Inc.
First Union Center
4440 PGA Boulevard, Suite 600
Palm Beach Gardens, Florida 33410

Re: Dycom Industries, Inc., a Florida corporation (the "Company") -
Registration Statement on Form S-3 pertaining to: (i) 1,500,000 shares
of common stock, par value $0.33 1/3 per share ("Common Stock") to be
issued and sold by the Company and 350,009 shares of Common Stock to
be issued and sold by the Company upon exercise of the Underwriters'
overallotment option (collectively, the "Company Shares"); and (ii)
1,500,063 shares of Common Stock to be sold by certain stockholders of
the Company (the "Selling Stockholders") and 100,000 shares of Common
Stock to be sold by a certain Selling Stockholder (collectively, the
"Selling Stockholder Shares", and together with the Company Shares,
the "Shares").

Ladies and Gentlemen:

In connection with the registration of the Shares under the Securities Act
of 1993, as amended (the "Act"), by the Company on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") on or about September 4,
1998 (the "Registration Statement"), and any registration statement for the
registration of additional Shares that is to be effective upon filing pursuant
to Rule 462(b) under the Act (collectively, the "Registration Statement"), you
have requested our opinion with respect to the matters set forth below.

We have acted as special Florida counsel for the Company in connection with
the matters described herein. In our capacity as special Florida counsel to the
Company, we have reviewed and are familiar with the corporate records of the
Company and proceedings taken and proposed to be taken by the Company in
connection with the authorization, issuance and sale of the Shares, and for
purposes of this opinion have assumed such proposed proceedings will be timely
completed in the manner presently proposed. We have also examined such other
documents, agreements and
<PAGE> 2
Dycom Industries, Inc.
September 4, 1998
Page 2
- ---------------------

instruments as we have deemed necessary as a basis for the opinions hereinafter
expressed. In addition, we have relied as to factual matters upon certificates
and advice from the officers of the Company upon which we believe we are
justified in relying and on certificates of public officials. Our knowledge of
the Company's records and activities is limited to those matters which have
been brought to our attention by those corporate records of the Company which
the Company requested us to review and which were revealed to us by the Company
in response to our inquires. We make no representation concerning the accuracy
or completeness of the Company's responses to such inquiries.

We have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as certified, photostatic or conformed copies.
In addition, we have assumed that each person executing any instrument,
document or certificate referred to herein on behalf of any party is duly
authorized to do so.

Our opinion as to the "active status" of the Company in the State of
Florida is based solely on a certificate issued by the Secretary of State of
Florida on September 4, 1998.

This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business
Law (1991). As a consequence, it is subject to all applicable qualifications,
exceptions, definitions, limitations on coverage and other limitations which
are more particularly described in the Accord, and this opinion should be read
in conjunction therewith. The opinions contained herein are qualified in their
entirety by the General Qualifications set forth in Section 11 of the Accord.

Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter:

(a) The Company has been duly incorporated and its status is active under
the laws of the State of Florida;

(b) The Selling Stockholders' Shares have been duly authorized by all
necessary corporate action on the part of the Company, have been validly issued
and are fully paid and non-assessable; and

(c) The Company Shares have been duly authorized by all necessary
corporate action on the part of the Company, and upon issuance and delivery in
accordance with and subject to the terms and conditions described in the
Registration Statement against payment of the purchase price therefor, will be
validly issued and fully paid and non-assessable.
<PAGE> 3

Dycom Industries, Inc.
September 4, 1998
Page 3

We consent to your filing this opinion as an exhibit to the Registration
Statement. We also consent to the identification of our firm as special Florida
counsel to the Company in the section of the Prospectus entitled "Legal
Matters." In giving such consent, we do not thereby admit that we are included
within the category of persons where consent is required under Section 7 of the
Act or the rules and regulations promulgated thereunder.

The opinions expressed herein are limited to the laws of the State of
Florida and we express no opinion concerning any laws other than the laws of
the State of Florida.

This opinion is limited to the matters expressly stated herein and no
opinions are to be inferred or may be implied beyond the matters expressly so
stated. This opinion is given as of the date hereof and is based upon laws,
rules and regulations, and court decisions as they exist, and are construed on
this date. We disclaim any obligation to update or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our attention or
any changes in laws that may hereafter occur.

Very truly yours,

AKERMAN, SENTERFITT & EIDSON, P.A.

<PAGE> 1

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Dycom Industries, Inc.
on Form S-3 of our report dated August 31, 1998, appearing in the Annual Report
on Form 10-K of Dycom Industries, Inc. for the year ended July 31, 1998, and to
the use of our report dated August 31, 1998, appearing in the Prospectus, which
is a part of this Registration Statement. We also consent to the reference to us
under the headings "Summary Consolidated Financial Data" and "Experts" in such
Prospectus.

DELOITTE & TOUCHE LLP
Certified Public Accountants
West Palm Beach, Florida

September 2, 1998

<PAGE> 1

EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the use and incorporation by reference in this Registration
Statement of Dycom Industries, Inc. on Form S-3 of our report dated July 23,
1997, appearing in the Annual Report on Form 10-K of Dycom Industries, Inc. for
the year ended July 31, 1998, and to the reference to us under the headings
"Summary Consolidated Financial Data" and "Experts" in the Prospectus, which is
part of this Registration Statement.

Nowalk & Associates
Certified Public Accountants
Cranbury, NJ

September 3, 1998

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DYCOM
INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOR
ALL PERIOD PRESENTED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDSATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> JUL-31-1996 JUL-31-1997 JUL-31-1998
<PERIOD-START> JUL-31-1996 JUL-31-1997 JUL-31-1998
<PERIOD-END> JUL-31-1996 JUL-31-1997 JUL-31-1998
<EXCHANGE-RATE> 1 1 1
<CASH> 3,060,069 5,276,112 35,927,307
<SECURITIES> 0 0 0
<RECEIVABLES> 28,966,300 49,241,590 63,022,011
<ALLOWANCES> 620,543 1,029,093 2,210,978
<INVENTORY> 7,994,777 11,398,621 14,382,620
<CURRENT-ASSETS> 43,279,586 70,336,712 118,193,282
<PP&E> 74,966,083 83,287,399 97,794,772
<DEPRECIATION> 41,886,763 46,951,187 54,929,575
<TOTAL-ASSETS> 82,482,876 112,511,881 166,318,091
<CURRENT-LIABILITIES> 30,919,723 49,434,042 36,982,109
<BONDS> 24,507,093 31,307,802 18,135,772
0 0 0
0 0 0
<COMMON> 4,151,578 4,222,625 4,907,577
<OTHER-SE> 23,633,256 38,204,167 93,471,371
<TOTAL-LIABILITY-AND-EQUITY> 82,482,876 112,511,881 166,318,091
<SALES> 0 0 0
<TOTAL-REVENUES> 245,937,063 311,238,108 368,713,563
<CGS> 0 0 0
<TOTAL-COSTS> 198,437,641 246,025,594 285,038,220
<OTHER-EXPENSES> 10,433,989 11,814,577 13,496,694
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,515,814 2,619,191 2,045,571
<INCOME-PRETAX> 14,054,813 23,770,489 36,081,264
<INCOME-TAX> 4,132,486 7,956,851 13,045,644
<INCOME-CONTINUING> 9,922,327 15,813,638 23,035,620
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 9,922,327 15,813,638 23,035,620
<EPS-PRIMARY> 0.80 1.26 1.63
<EPS-DILUTED> 0.78 1.24 1.61

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE DYCOM
INDUSTRIES, INC CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOR ALL
PERIOD SPRESENTED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> JUL-31-1998 JUL-31-1998 JUL-31-1998
<PERIOD-START> JUL-31-1998 JUL-31-1998 JUL-31-1998
<PERIOD-END> OCT-31-1997 JAN-31-1998 APR-30-1998
<EXCHANGE-RATE> 1 1 1
<CASH> 2,346,213 28,284,577 29,025,332
<SECURITIES> 0 0 0
<RECEIVABLES> 51,951,621 46,060,506 55,366,143
<ALLOWANCES> 1,220,536 1,307,254 2,017,900
<INVENTORY> 11,945,540 13,438,339 18,514,948
<CURRENT-ASSETS> 69,553,983 91,752,747 106,664,320
<PP&E> 88,861,267 89,871,045 95,231,834
<DEPRECIATION> 49,668,016 50,564,190 53,070,369
<TOTAL-ASSETS> 114,623,852 136,604,827 153,806,725
<CURRENT-LIABILITIES> 46,151,408 29,879,443 38,929,185
<BONDS> 29,512,072 19,737,646 22,818,672
0 0 0
0 0 0
<COMMON> 4,223,826 4,894,357 4,896,172
<OTHER-SE> 42,904,700 81,566,150 86,236,009
<TOTAL-LIABILITY-AND-EQUITY> 114,623,852 136,604,827 153,806,725
<SALES> 0 0 0
<TOTAL-REVENUES> 91,132,533 171,813,092 267,741,732
<CGS> 0 0 0
<TOTAL-COSTS> 71,320,503 134,956,874 208,616,434
<OTHER-EXPENSES> 3,122,734 6,323,371 9,905,266
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 636,189 1,097,845 1,554,358
<INCOME-PRETAX> 8,387,519 15,654,994 24,462,151
<INCOME-TAX> 2,649,482 5,051,336 8,515,488
<INCOME-CONTINUING> 5,738,037 10,603,658 15,946,663
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 5,738,037 10,603,658 15,946,663
<EPS-PRIMARY> 0.45 0.78 1.15
<EPS-DILUTED> 0.45 0.77 1.13

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DYCOM
INDUSTRIES, INC CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOR ALL
PERIODS PRESENTED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> JUL-31-1997 JUL-31-1997 JUL-31-1997
<PERIOD-START> JUL-31-1997 JUL-31-1997 JUL-31-1997
<PERIOD-END> OCT-31-1996 JAN-31-1997 APR-30-1997
<EXCHANGE-RATE> 1 1 1
<CASH> 2,963,568 697,933 2,950,607
<SECURITIES> 0 0 0
<RECEIVABLES> 32,985,981 38,089,023 45,570,272
<ALLOWANCES> 825,616 821,971 1,191,347
<INVENTORY> 10,639,392 9,954,697 12,466,643
<CURRENT-ASSETS> 49,953,291 52,832,908 64,911,853
<PP&E> 78,317,592 82,546,998 82,815,494
<DEPRECIATION> 44,113,753 46,319,382 46,533,188
<TOTAL-ASSETS> 90,415,841 95,516,216 107,379,933
<CURRENT-LIABILITIES> 34,127,441 38,760,043 47,890,682
<BONDS> 24,923,211 25,436,748 30,591,571
0 0 0
0 0 0
<COMMON> 4,176,036 4,180,409 4,208,275
<OTHER-SE> 26,805,416 29,069,441 32,501,830
<TOTAL-LIABILITY-AND-EQUITY> 90,415,841 95,516,216 107,379,933
<SALES> 0 0 0
<TOTAL-REVENUES> 72,156,092 143,593,120 224,080,990
<CGS> 0 0 0
<TOTAL-COSTS> 57,652,066 115,694,471 179,110,073
<OTHER-EXPENSES> 2,798,735 5,613,084 8,530,528
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 509,670 1,101,559 1,817,771
<INCOME-PRETAX> 5,122,280 9,091,374 15,164,924
<INCOME-TAX> 1,709,721 3,119,081 5,001,056
<INCOME-CONTINUING> 3,412,559 5,972,293 10,163,838
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 3,412,559 5,972,293 10,163,838
<EPS-PRIMARY> 0.27 0.48 0.81
<EPS-DILUTED> 0.27 0.47 0.80

</TABLE>