Current Report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 8-K


Current Report
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  February 7, 2005


Dycom Industries, Inc.
(Exact Name of Registrant as Specified in Charter)


Florida 0-5423 59-1277135
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)

4440 PGA Boulevard, Suite 500
Palm Beach Gardens, Florida
33410
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (561) 627-7171

Not Applicable
(Former Name and Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 7, 2005, Kristina M. Johnson, a director of Dycom Industries, Inc. (the “Company”), informed the Company that she does not plan to stand for re-election to the Company’s Board of Directors due to increasing demands on her time. Ms. Johnson will serve the remainder of her term as a director until the Company’s 2005 Annual Meeting of Shareholders.









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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DYCOM INDUSTRIES, INC.
 
Date:  February 9, 2005 By: /s/ Richard L. Dunn 
Richard L. Dunn
Senior Vice President and
Chief Financial Officer



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