[LETTERHEAD OF DYCOM INDUSTRIES, INC.]

                                                                   April 4, 2001

To Our Shareholders:

              I am pleased to inform you that, earlier today, our board of
directors adopted a new shareholder rights plan that replaces our existing
shareholder rights plan. The existing rights plan, which was scheduled to expire
on June 1, 2002, had become outdated and no longer afforded our shareholders the
intended protections against partial tender offers and other coercive, unfair or
abusive takeover tactics that might be used in an attempt to gain control of
Dycom without paying all of our shareholders a fair price for their shares. Our
new rights plan provides the intended protections. Concurrently with the
adoption of the new rights plan, pursuant to the terms of the existing rights
plan, our board of directors declared the rights currently outstanding null and
void as of the close of business on April 14, 2001.

              Many other major corporations have adopted rights plans similar to
our new rights plan. We consider the new rights plan to be extremely valuable in
protecting the equity investment of our shareholders in Dycom and our
shareholders' ability to realize the full value of that investment while not
foreclosing a fair acquisition offer for Dycom. The new rights plan, together
with certain charter and by-law provisions and certain provisions of the Florida
Business Corporations Act, is designed to safeguard all of our shareholders from
abusive takeover tactics that may be used by certain bidders and that our
board of directors believes are not in the best interests of our shareholders.
Such tactics may unfairly pressure our shareholders, squeeze out their
investment without giving them any real choice and deprive them of the full
value of their shares.

              Our new rights plan is not intended to, and will not, prevent a
takeover of Dycom. Designed to deal with the very serious problem of unilateral
actions by hostile acquirors which are calculated to deprive our board of
directors and our shareholders of their ability to determine Dycom's destiny,
the existence of the new rights plan should not affect any prospective offeror
willing to acquire Dycom and to negotiate with the board. The rights issued
under the new rights plan may generally be redeemed by Dycom up to the tenth
business day after any person or group has acquired 15% or more of Dycom's
common stock, and is not intended and should not interfere with any merger or
other business combination approved by our board of directors. Our board of
directors did not adopt the new rights plan in response to any party's attempt
to acquire Dycom and our board of directors is not aware of any such effort.
Rather, the new rights plan will aid our board of directors in continuing to
protect the interests of all of our shareholders.

              The issuance of rights under the new rights plan does not in any
way weaken the financial strength of Dycom or interfere with our business plan.
As with the issuance of rights under the existing rights plan, the issuance of
the rights under our new rights plan will have no dilutive effect, will not
affect reported earnings per share, will not be taxable to Dycom or to our
shareholders, and will not change the way in which our shareholders can trade
Dycom's shares. We have enclosed a "Summary of Rights to Purchase Preferred
Stock" which provides certain information about the new rights plan and which we
urge you to read carefully. As explained in the Summary of Rights to Purchase
Preferred Stock, the rights will only be exercisable if and when an event arises
which triggers their effectiveness. They will then operate to protect our
shareholders from being deprived of their right to share in the full measure of
Dycom's long-term potential.




              Our board of directors believes the new rights plan will continue
to serve an important role in protecting the value of your Dycom shares.

         Sincerely,

         /s/ Steven E. Nielsen
         Steven E. Nielsen
         President and Chief Executive Officer