1





                              UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                FORM 10-Q

(Mark One)
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997                           
 
                                   OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE        
      SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to________

                     Commission file number  0-5423
                                             
                            DYCOM INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


           Florida                                     59-1277135
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                    Identification No.)


     4440 PGA Boulevard, Suite 600
     Palm Beach Gardens, Florida                      33410
(Address of principal executive office)                 (Zip Code)


                              (561) 627-7171
            (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 
during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes [X]   No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

                  Class                 Outstanding as of June 6, 1997
                  _____                 __________________________________

    Common Stock, par value $0.33 1/3                 8,805,078








 2
       
                            DYCOM INDUSTRIES, INC.

                                     INDEX
 


                                                            Page No.
                                                            ________    
                                                    
PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

          Condensed Consolidated Balance Sheets-
            April 30, 1997 and July 31, 1996                    3

          Condensed Consolidated Statements of
            Operations for the Three Months Ended
            April 30, 1997 and 1996                             4 
           
          Condensed Consolidated Statements of
            Operations for the Nine Months Ended
            April 30, 1997 and 1996                             5
           
          Condensed Consolidated Statements of
            Cash Flows for the Nine Months Ended
            April 30, 1997 and 1996                            6-7

          Notes to Condensed Consolidated
            Financial Statements                               8-13

  Item 2. Management's Discussion and Analysis
            of Financial Condition and Results
            of Operations                                     14-16


PART II.  OTHER INFORMATION

          
  Item 6. Exhibits and Reports on Form 8-K                      17


SIGNATURES                                                      18

EXHIBIT INDEX                                                   19


















 3
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


                                                  April 30,      July 31,
                                                    1997           1996
                                                           
ASSETS
CURRENT ASSETS:
Cash and equivalents                               $  4,426,490  $  3,835,479
Accounts receivable, net                             20,818,895    13,306,064
Costs and estimated earnings in 
  excess of billings                                 11,615,597     7,137,212
Deferred tax assets, net                              1,604,270     1,261,065
Other current assets                                  1,551,280     1,248,405
Total current assets                                 40,016,532    26,788,225

PROPERTY AND EQUIPMENT, net                          20,872,998    19,574,410
OTHER ASSETS:
Intangible assets, net                                4,723,130     4,839,447
Deferred tax assets                                     742,407       598,887
Other                                                   193,668       272,916
Total other assets                                    5,659,205     5,711,250
TOTAL                                              $ 66,548,735  $ 52,073,885

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                   $  7,573,207  $  3,541,789
Notes payable                                         7,054,914     2,758,795
Billings in excess of costs and
  estimated earnings                                                   38,714
Accrued self-insured claims                           2,750,723     3,064,229
Income taxes payable                                    748,600       227,619
Other accrued liabilities                             7,800,101     8,151,589
Total current liabilities                            25,927,545    17,782,735

NOTES PAYABLE                                         8,986,446     9,452,630
ACCRUED SELF-INSURED CLAIMS                           7,412,529     7,062,150
Total liabilities                                    42,326,520    34,297,515
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $.33 1/3 per share:
  50,000,000 shares authorized; 8,771,501
  and 8,601,492 shares issued and 
  outstanding, respectively                           2,923,833     2,867,164
Additional paid-in capital                           25,146,315    24,473,269
Retained deficit                                     (3,847,933)   (9,564,063)
Total stockholders' equity                           24,222,215    17,776,370
TOTAL                                              $ 66,548,735  $ 52,073,885

See notes to condensed consolidated financial statements--unaudited.














 4
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


                                                 For the Three Months Ended
                                                 April 30,        April 30,
                                                   1997             1996
                                                            
REVENUES:
Contract revenues earned                         $ 47,929,157     $ 34,529,891
Other, net                                            256,827          860,754
Total                                              48,185,984       35,390,645

Expenses:
Costs of earned revenues
  excluding depreciation                           38,102,026       27,426,818
General and administrative                          4,534,378        3,638,872
Depreciation and amortization                       1,529,605        1,359,242
Total                                              44,166,009       32,424,932

INCOME BEFORE INCOME TAXES                          4,019,975        2,965,713

PROVISION (BENEFIT) FOR INCOME TAXES:
Current                                             1,847,785        1,500,211
Deferred                                             (240,843)        (238,648)
Total                                               1,606,942        1,261,563

NET INCOME                                       $  2,413,033     $  1,704,150

EARNINGS PER COMMON AND COMMON
  EQUIVALENT SHARE:
     Primary                                            $0.27            $0.20
     Fully diluted                                      $0.27            $0.20
     
 SHARES USED IN COMPUTING
   EARNINGS PER COMMON AND
   COMMON EQUIVALENT SHARE:

    Primary                                         8,892,171        8,564,660
    Fully diluted                                   8,892,312        8,564,660


See notes to condensed consolidated financial statements--unaudited.























 5
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


                                                 For the Nine Months Ended
                                                  April 30,      April 30, 
                                                    1997           1996
                                                           
REVENUES:
Contract revenues earned                          $ 128,069,236  $ 104,544,413
Other, net                                              496,047      1,283,278
Total                                               128,565,283    105,827,691

Expenses:
Costs of earned revenues
  excluding depreciation                            103,099,014     84,331,152
General and administrative                           11,637,961     11,073,271
Depreciation and amortization                         4,473,683      4,138,546
Total                                               119,210,658     99,542,969

INCOME BEFORE INCOME TAXES                            9,354,625      6,284,722

PROVISION (BENEFIT) FOR INCOME TAXES:
Current                                               4,125,221      3,171,692
Deferred                                               (486,726)      (543,990)
Total                                                 3,638,495      2,627,702

NET INCOME                                        $   5,716,130  $   3,657,020

EARNINGS PER COMMON AND COMMON
  EQUIVALENT SHARE:
     Primary                                              $0.64          $0.43
     Fully diluted                                        $0.64          $0.43
    
 SHARES USED IN COMPUTING
   EARNINGS PER COMMON AND
   COMMON EQUIVALENT SHARE:
    Primary                                           8,888,496      8,554,808
    Fully diluted                                     8,888,680      8,554,808


See notes to condensed consolidated financial statements--unaudited.























 6
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

  
                                                    For the Nine Months Ended
                                                    April 30,      April 30,
                                                      1997           1996
                                                            
Increase (Decrease) in Cash and Equivalents from:
OPERATING ACTIVITIES:
Net income                                         $  5,716,130   $  3,657,020
Adjustments to reconcile net cash provided
  by operating activities:
     Depreciation and amortization                    4,473,683      4,138,546
     Gain on disposal of assets                        (333,190)      (945,910)
     Deferred income taxes                             (486,726)      (543,990)
Changes in assets and liabilities:
     Accounts receivable, net                        (7,512,831)     4,757,864
     Unbilled revenues, net                          (4,517,099)    (1,952,257)
     Other current assets                              (302,875)       106,164
     Other assets                                        79,248         54,130
     Accounts payable                                 4,031,418     (2,273,060)
     Accrued self-insured claims and
       other liabilities                               (314,614)     1,531,484
     Accrued income taxes                               653,550        475,481
Net cash inflow from operating activities             1,486,694      9,005,472

INVESTING ACTIVITIES:
Capital expenditures                                 (5,871,687)    (5,097,060)
Proceeds from sale of assets                          1,149,947      2,070,328
Net cash outflow from investing activities           (4,721,740)    (3,026,732)

FINANCING ACTIVITIES:
Borrowing on bank lines-of-credit                    16,259,396
Principal payments on notes payable
  and bank lines-of-credit                          (13,030,485)    (5,566,638)
Exercise of stock options                               597,146        117,707
Net cash outflow from financing activities            3,826,057     (5,448,931)

NET CASH INFLOW FROM ALL ACTIVITIES                     591,011        529,809

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD           3,835,479      4,306,675

CASH AND EQUIVALENTS AT END OF PERIOD              $  4,426,490   $  4,836,484


See notes to condensed consolidated financial statements--unaudited.
 

















 7
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 
(continued)                            
                                        

                                               For the Nine Months Ended
                                               April 30,      April 30,    
                                                 1997           1996
                                                        
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND
  NON-CASH INVESTING AND FINANCING ACTIVITIES:

Cash paid during the period for:
  Interest                                     $   821,543     $ 1,200,196
  Income taxes                                   3,528,134       2,753,674

Property and equipment acquired and 
  financed with:
   Capital lease obligations                     $   601,024                          

Income tax benefit related to incentive
  stock options exercised                        $   132,569                       



See notes to condensed consolidated financial statements--unaudited.







































 8
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS--Unaudited

1.   The accompanying condensed consolidated balance sheets of Dycom 
Industries, Inc. and subsidiaries ("Dycom" or the "Company") as of April 30, 
1997 and July 31, 1996, the related condensed consolidated statements of 
operations for the three and nine months ended April 30, 1997 and 1996 and 
the condensed consolidated statements of cash flows for the nine months ended 
April 30, 1997 and 1996 reflect all normal recurring adjustments which are, 
in the opinion of management, necessary for a fair presentation of such 
statements.  The results of operations for the nine months ended April 30, 
1997 are not necessarily indicative of the results which may be expected for 
the entire year.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION-- The condensed consolidated financial statements 
include Dycom Industries, Inc. and its subsidiaries, all of which are wholly-
owned.  The Company's operations consist primarily of telecommunication and 
electric utility services contracting.  All material intercompany accounts 
and transactions have been eliminated.

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 reported amount of assets and liabilities and 
disclosure of contingent assets and liabilities as of the date of the 
financial statements and revenues and expenses during the period reported.  
Actual results could differ from those estimates.

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

REVENUE-- 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. As some of these contracts extend over 
one or more years, revisions in cost and profit estimates during the course 
of the work are reflected in the accounting period as the facts that require 
the revision become known.  At the time a loss on a contract becomes known, 
the entire amount of the estimated ultimate loss is accrued.  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.

"Costs and estimated earnings in excess of billings" represent 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 in excess 
of the daily requirements which are invested in overnight repurchase agreements,
certificates of deposits, and various other financial instruments having a 









 9
maturity of three months or less.  For purposes of the condensed consolidated 
statements of cash flows, the Company considers these amounts to be cash 
equivalents.  The carrying amount reported in the condensed consolidated 
balance sheets for cash and equivalents approximates its fair value.

PROPERTY AND EQUIPMENT-- Property and equipment is stated at cost, reduced in 
certain cases by valuation reserves.  Depreciation and amortization is 
computed over the estimated useful life of the assets utilizing the straight-
line method.  The estimated useful lives of the assets are: buildings--20-31 
years; leasehold improvements--the term of the respective lease or the 
estimated useful life of the improvement, whichever is shorter; vehicles--3-7 
years; equipment and machinery--3-10 years; and furniture and fixtures--3-10 
years.  Maintenance and repairs are expensed 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 the straight-line method over 40 years.  The appropriateness of 
the carrying value of goodwill is reviewed at the subsidiary level when 
operating losses are incurred and there are other changes in the business 
environment that may affect the recoverability of goodwill through future 
operations.  If operating losses have been incurred, and there is a liklihood 
that such losses will continue, the Company will determine if impairment 
exists by comparing the carrying value of goodwill to the estimated future 
cash flows from operations and adjust the carrying value of the intangible 
asset as appropriate.    

Amortization expense, which is comprised primarily of goodwill, was $116,317 
for the nine month periods ended April 30, 1997 and 1996.  The intangible 
assets are net of accumulated amortization of $1,112,587 at April 30, 1997 
and $996,270 at July 31, 1996. 

LONG-LIVED ASSETS-- In March 1995, the FASB issued SFAS No. 121 "Accounting 
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be 
Disposed Of".  SFAS No. 121 requires that the long-lived assets and certain 
identifiable intangibles be reviewed for impairment whenever events or 
changes in circumstances indicate that the carrying amount of an asset may 
not be recoverable.  The Company adopted the provisions of SFAS No. 121 
effective August 1, 1996 and determined that no impairment loss need be 
recognized. 

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 condensed consolidated financial 
statements as an accrued liability.  The self-insured claims liability 
includes incurred but not reported losses of $5,100,000 and $4,458,000 at 
April 30, 1997 and July 31, 1996, respectively.  The determination of such 
claims and expenses and the appropriateness of the related liability is 
continually reviewed and updated.











 10
INCOME  TAXES--  The Company and its subsidiaries file a consolidated federal 
income tax return. 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. 

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.  
Management has evaluated the available evidence about the Company's future 
taxable income and other possible sources of realization of deferred tax 
assets.  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 such deferred tax assets that more likely than not will be 
realized.  Accordingly, at April 30, 1997 and July 31, 1996, deferred tax 
assets are net of a valuation allowance of $513,912 and $728,491, respectively.
     
PER SHARE DATA-- Earnings per common and common equivalent share are computed 
using the weighted average shares of common stock outstanding plus the common 
stock equivalents arising from the effect of dilutive stock options, using the 
treasury stock method. 

CHANGE IN ACCOUNTING PRINCIPLE-- 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 Principles 
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.

RECENT ACCOUNTING PRONOUNCEMENTS-- In February, 1997, the FASB issued SFAS 
No. 128 "Earnings per Share" which changes the method of calculating earnings 
per share and is effective for fiscal years ending after December 15, 1997.  
SFAS No. 128 requires the presentation of "basic" earnings per share and 
"diluted" earnings per share on the face of the income statement.  Basic 
earnings per share is computed by dividing the net income available to common 
shareholders by the weighted average shares of outstanding common stock.  The 
calculation of diluted earnings per share is similar to basic earnings per 
share except the denominator includes dilutive common stock equivalents such 
as stock options and warrants.  The Company will adopt SFAS No. 128 in fiscal 
1998 as early adoption is not permitted.  The disclosure of earnings per
share under SFAS No. 128 is not expected to be materially different than the 
current disclosure of earnings per share. 


















 11
3. ACCOUNTS RECEIVABLE

Accounts receivable, net consist of the following:


                                                  April 30,      July 31,
                                                    1997           1996
                                                         
Contract billings                               $ 19,833,140   $ 12,305,652
Retainage                                          1,718,683      1,138,619
Other receivables                                    363,974        368,677
Total                                             21,915,797     13,812,948
Less allowance for doubtful accounts               1,096,902        506,884
Accounts receivable, net                        $ 20,818,895   $ 13,306,064



4. COSTS AND ESTIMATED EARNINGS ON CONTRACTS IN PROGRESS

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


                                                  April 30,       July 31, 
                                                    1997            1996
                                                          
Costs incurred on contracts in progress          $ 29,749,015   $ 24,272,835
Estimated earnings thereon                          1,656,020        334,905
                                                   31,405,035     24,607,740
Less billings to date                              19,789,438     17,509,242
                                                 $ 11,615,597   $  7,098,498

Included in the accompanying condensed
  consolidated balance sheets under
  the captions:
    Costs and estimated earnings in
     excess of billings                          $ 11,615,597   $  7,137,212
    Billings in excess of costs and
     estimated earnings                                              (38,714) 
                                                 $ 11,615,597   $  7,098,498
























 12
 5. PROPERTY AND EQUIPMENT

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


                                                April 30,       July 31,
                                                  1997            1996
                                                         
Land                                           $   1,958,777   $   1,711,464
Buildings                                          2,339,541       2,236,322
Leasehold improvements                               809,095         743,101
Vehicles                                          22,868,696      22,153,365
Equipment and machinery                           20,877,357      20,033,610
Furniture and fixtures                             4,148,209       3,541,638
Total                                             53,001,675      50,419,500
Less accumulated depreciation and
  amortization                                    32,128,677      30,845,090
Property and equipment, net                    $  20,872,998   $  19,574,410


Certain subsidiaries of the Company entered into lease arrangements accounted 
for as capitalized leases.  The carrying value of capital leases at April 30, 
1997 and July 31, 1996 was $874,965 and $372,170, respectively, net of 
accumulated depreciation of $221,642 and $123,413, respectively.  Capital 
leases are included as a component of equipment and machinery.

6. NOTES PAYABLE

Notes and loans payable are summarized by type of borrowings as follows:


                                             April 30,          July 31,
                                               1997               1996
                                                         
Bank Credit Agreement:
  Revolving credit facility                 $   4,200,000      $   9,000,000
  Term-loan                                     9,000,000          2,162,812
  Equipment term-loans                          2,052,396            704,167
Capital lease obligations                         788,964            344,446
Total                                          16,041,360         12,211,425
Less current portion                            7,054,914          2,758,795
Notes payable--non-current                  $   8,986,446      $   9,452,630



On April 28, 1997 the Company signed a new $35.0 million credit agreement with 
a group of banks.  The proceeds of the new credit agreement were used to 
refinance the previously existing credit facility and provide funding for 
working capital and equipment requirements.  As of April 30, 1997, the 
Company's credit facility consists of a $10.0 million revolving working 
capital credit facility of which $5.8 million was available, a $9.0 million 
term loan, a $6.0 million revolving equipment acquisition facility of which 
$3.9 million was available, and a $10.0 million standby letter of credit 
facility of which $0.8 million was available. The bank credit agreement 
contains restrictions which, among other things, require maintenance of 
certain financial ratios and covenants, restrict encumbrances of assets and 
creation of indebtedness, and limit the payment of cash dividends.  







 13
Cash dividends are limited to 50% of each fiscal year's after-tax profits.  
No cash dividends have been paid during the nine month period ending April 
30, 1997.  The credit facility is secured by the Company's assets.  At April 
30, 1997, the Company was in compliance with all financial covenants and 
conditions.

The revolving working capital credit facility is available for a one-year 
period and bears interest, at the option of the Company, at the bank's prime 
interest rate minus 1% or LIBOR plus 1.50%.  At April 30, 1997, the interest 
rate was at LIBOR plus 1.50% or 7.56%. The proceeds of the revolving credit 
facility were used for working capital requirements. 

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 April 30, 1997).  Principal 
and interest is payable in quarterly installments through April, 2002.  The 
proceeds of the term loan were used to refinance the indebtedness under the 
previous revolving credit facility.

The revolving equipment acquisition facility is available for a one-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 to term-loans with maturities not to exceed 48 months.  
The outstanding principal on the equipment term-loans is payable in monthly 
installments through January, 2001.  During the quarter ended April 30, 1997, 
the Company borrowed $1.2 million to refinance the indebtedness under the 
previous equipment acquisition term-loans and an additional $0.8 million for 
current equipment requirements.  At April 30, 1997, the interest rate was at 
LIBOR plus 1.75% or 7.81%. 

The standby letter of credit facility is available for a one-year period.  At 
April 30, 1997, the Company had $9.2 million in outstanding standby letters 
of credit issued as security to the Company's insurance administrators as 
part of its self-insurance program.  

Interest costs incurred on notes payable and capital lease obligations, all of 
which were expensed, for the nine month periods ended April 30, 1997 and 1996 
were $771,886 and $1,141,292, respectively.  Such amounts are included in 
general and administrative expenses in the accompanying condensed 
consolidated statements of operations.

In addition to the borrowings under the bank credit agreement, certain 
subsidiaries have outstanding obligations under capital leases.  The 
obligations are payable in monthly installments expiring at various dates 
through December, 2001.


7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, certain subsidiaries of the Company have 
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 or results of operations.












 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated financial condition and results of operations.  The discussion
should be read in conjunction with the condensed consolidated financial
statements and notes thereto.

Results of Operations

The Company reported earnings per common and common equivalent share of $0.27 
and $0.20 for the quarters ended April 30, 1997 and 1996, respectively. 
Earnings per common and common equivalent share for the nine month periods 
ended April 30, 1997 and 1996 was $0.64 and $0.43, respectively.   Earnings 
per common share assuming full dilution for the three and nine month periods 
ended April 30, 1997 was $0.27 and $0.64, respectively.  This compares to 
earnings per common and common equivalent share assuming full dilution of 
$0.20 and $0.43 for the three and nine month period ended April 30, 1996.  

Contract revenues for the quarter ended April 30, 1997 increased 38.8% to 
$47.9 million as compared to $34.5 million for the same quarter last year. 
The increase in contract revenues is attributable to increased volume 
experienced in all service groups. The telecommunication services group 
contract revenues increased 37.3% to $39.0 million, the utility line locating 
services group contract revenues increased 6.7% to $3.7 million and the 
electrical services group contract revenues increased 97.9% to $5.2 million 
for the current quarter compared to the same quarter last year. For the nine 
month period ended April 30, 1997, contract revenues increased 22.5% to 
$128.1 million as compared to $104.5 million for the corresponding period 
last year. The contract revenue growth reflects higher volume in all service 
groups.  Contract revenues increased 20.6% to $104.9 million in the 
telecommunication services group, 13.6% to $10.6 million in the utility line 
locating services group, and 51.8% to $12.6 million in the electrical 
services group.

The contract revenue mix between telecommunication services, utility line 
locating services and electrical services for the quarter ended April 30, 
1997 was 81%,8%, and 11%, respectively, and 82%, 10% and 8%, respectively, 
for the quarter ended April 30, 1996.  The contract revenue mix reflects a 
significant increase in the electrical services group due to increased volume 
in bid jobs. For the nine month period ended April 30, 1997, the contract 
revenue mix between the telecommunication services group, the utility line 
locating services group and the electrical services group was 82%, 8% and 
10%, respectively, compared to 83%, 9%, and 8%, respectively, for the 
corresponding period last year.  Multi-year comprehensive service contracts 
continue to be the primary source of revenue for the telecommunication 
services group.  For the three and nine month periods ended April 30, 1997, 
multi-year comprehensive service contracts represented 86% of 
telecommunication services group contract revenues, as compared to 89% and 
90% for the comparable periods last year.  The decline is offset by higher 
volume associated with premise wiring, inside network installations for 
office buildings, and other telephony contracting services. 

The Company's backlog of uncompleted work at April 30, 1997 was $247 million 
as compared to $231 million at April 30, 1996.  During the three month period 
ending April 30, 1997 various contracts were awarded in the telecommunication 








 15
services, utility line locating services and the electrical services group. 
The significant contract awards in the telecommunication services group 
included a multi-year telephone splicing and a multi-year broadband network 
installation contract totaling $11.2 million, a multi-year engineering design 
contract and an extension of an engineering design contract totaling $12.6 
million, and several bid contracts totaling $1.5 million.

The Company's costs and operating expenses may be affected by a number of 
factors including contract volumes, character of services rendered, work 
locations, competition, and changes in productivity.  Costs of earned 
revenues, excluding depreciation, were 79% of contract revenues for both the 
quarters ended April 30, 1997 and 1996, respectively, and 81% for both the 
nine month periods ended April 30, 1997 and 1996.  As a percentage of 
contract revenues, the Company's prime costs of direct labor, materials, 
subcontractors, and equipment costs were 59% for both the three and nine 
month periods ended April 30, 1997, respectively.  This compares to 60% and 
61% for the corresponding periods last year. The Company's continued efforts
to control costs resulted in stable operating margins. 

General and administrative expenses increased $0.9 million to $4.5 million 
for the quarter ended April 30, 1997 as compared to $3.6 million for the 
corresponding period last year. This is primarily attributable a $0.4 million 
increase in the provision for doubtful accounts, a $0.3 million increase in 
payroll and payroll taxes, and a $0.4 million increase in other general and 
administrative expenses offset by a reduction in general insurance costs of 
$0.2 million.  For the nine month period ended April 30, 1997 general and 
administrative expenses increased $0.5 million to $11.6 million as compared 
to $11.1 million for the same period last year.  This increase is 
attributable to a $0.5 million increase in the provision for doubtful 
accounts, a $0.4 million increase in payroll and payroll taxes, offset by a 
$0.4 million reduction in interest costs.
         
The Company's 39% effective income tax rate for the nine month period ended 
April 30, 1997 differs from the statutory rate due to state income taxes, the 
amortization of intangible assets with no tax benefit, other non-deductible 
expenses for tax purposes and the reduction of $0.2 million in the Company's 
deferred tax asset valuation allowance.  

Liquidity and Capital Resources

Cash and equivalents increased $0.6 million to $4.4 million during the nine 
month period ending April 30, 1997. During this period, the Company generated 
$1.5 million of positive cash flow from operating activities reflecting 
strong earnings of $5.7 million.  The cash flow from operating activities was 
reduced by higher levels of accounts receivable and unbilled revenue and 
partially offset by higher accounts payable.  The cash flow from operating 
activities is less than the reported net income due to an increase in working 
capital required to support the growth in contract revenues.

The Company's investing activities absorbed $5.9 million in capital 
expenditures during the nine month period ended April 30, 1997. These capital 
expenditures represent the normal replacement of equipment and the start up 
of a new contract in the telecommunication services group.  In addition, the 
Company acquired and financed $0.6 million of equipment with capital leases 
and financed $1.6 million of equipment under various noncancelable operating 
leases.  Proceeds from the sale of surplus equipment was $1.1 million for the 
nine months ended April 30, 1997. 








 16
On April 28, 1997 the Company signed a new $35.0 million credit agreement 
arranged by a group of banks.  The new credit agreement provides a $10.0 
million revolving working capital facility,  a $10.0 million standby letter 
of credit facility, a $9.0 million five-year term loan, and a $6.0 million 
revolving equipment acquisition facility.  The objective of establishing the 
new credit agreement was to refinance the indebtedness under the previous 
credit facility and to provide additional borrowing capacity to support the 
future growth of the Company.  The new credit agreement requires the Company 
to maintain certain financial covenants and conditions such as debt-to-equity 
ratios, current and quick ratios, and net profit levels.  In addition, the 
new credit agreement limits the payment of cash dividends to 50% of each 
fiscal year's after-tax profits.  At April 30, 1997, the Company was in 
compliance with all covenants and conditions. 

The revolving working capital facility is available for a one-year period and 
bears interest, at the option of the Company, at the bank's prime interest 
rate minus 1% or LIBOR plus 1.50%.  During the quarter ended April 30, 1997, 
the Company borrowed $4.2 million against the revolving working capital 
facility to meet current working capital requirements leaving an available 
borrowing capacity of $5.8 million.  At April 30, 1997, the interest rate on 
the outstanding balance was at LIBOR plus 1.50% or 7.56%.  

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 April 30, 1997).  The term 
loan principal and interest is payable in quarterly installments through 
April, 2002.  At April 30, 1997, the $9.0 million outstanding principal was 
used to refinance the indebtedness under the previous revolving credit facility.

The revolving equipment acquisition facility is available for a one-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 acquisition term-loans is 
payable in monthly installments through January, 2001. During the quarter 
ended April 30, 1997, the Company borrowed $1.2 million to refinance the 
indebtedness under the previous equipment acquisition term-loans and an 
additional $0.8 million for current equipment requirements. The Company has 
available borrowing capacity of $3.9 million under this facility.  At April 
30, 1997, the interest rate on the outstanding equipment acquisition term-
loans was at LIBOR plus 1.75% or 7.81%.

The standby letter of credit facility is available for a one-year period.  At 
April 30, 1997, the Company had $9.2 million in outstanding standby letters 
of credit issued as security to the Company's insurance administrators as 
part of its self-insurance program leaving $0.8 million of available borrowing 
capacity. 
                                     
No cash dividends have been paid during the quarter ended April 30, 1997.  The 
Board will determine future dividend policies based on financial condition, 
profitability, cash flow, capital requirements, and business outlook, as well 
as other factors relevant at the time. 

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 ability to effectively manage controllable costs. 
The Company foresees its capital resources, including the funds available 
under the new credit facility, together with existing cash balances, to be 
sufficient to meet its financial obligations, support the normal replacement 
of equipment and to finance internal growth. 






 17
PART II. OTHER INFORMATION
__________________________

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibits furnished pursuant to the requirements of Form 10-Q:
                    
                    See Exhibit Index on Page 18 

(b) Reports On Form 8-K

No reports on Form 8-K were filed on behalf of the Registrant during the
quarter ended April 30, 1997.


















































 18
SIGNATURES


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

                                                DYCOM INDUSTRIES, INC.

                                                Registrant




                                                                     

                                           
Date:  June 9, 1997                             /s/ Thomas R. Pledger
       _________________                        ____________________________

                                                Thomas R. Pledger
                                                Chairman and Chief Executive
                                                Officer






Date:  June 9, 1997                             /s/ Steven Nielsen 
       _________________                        ____________________________

                                                Steven Nielsen
                                                President and Chief Operating
                                                Officer






Date:  June 9, 1997                             /s/ Douglas J. Betlach
       _________________                        ____________________________

                                                Douglas J. Betlach
                                                Vice President and Chief
                                                Financial Officer
















 19
                                EXHIBIT INDEX


       Number                    Description                    
       ______                    ___________                    
                                        
       (11)                   Statement re computation of per share earnings
       
       (27)                   Financial Data Schedule                  

       (99)                   Credit Facility Agreement dated as of April 28, 
                              1997 between Dycom Industries, Inc. and 
                              Dresdner Bank Lateinamerika Aktiengesellschaft; 
                              Bank Leumi Trust Company of New York; and 
                              Republic National Bank of Miami, N.A.            

                              Security Agreement dated as of April 28, 1997    
                              between Dycom Industries, Inc. and Dresdner 
                              Bank Lateinamerika Aktiengesellschaft; Bank 
                              Leumi Trust Company of New York; and Republic 
                              National Bank of Miami, N.A.  Similar 
                              agreements were executed by each subsidiary of 
                              Dycom Industries, Inc.
                              
                              Guaranty Agreement dated as of April 28, 1997    
                              between Ansco & Associates, Inc. and Dresdner 
                              Bank Lateinamerika Aktiengesellschaft; Bank 
                              Leumi Trust Company of New York; and Republic 
                              National Bank of Miami, N.A.  Similar 
                              agreements were executed by each subsidiary of 
                              Dycom Industries, Inc.