Exhibit 99.1

                                                          DYCOM INDUSTRIES, INC.
                                                           Host:  Steven Nielsen
                                                      June 3, 2003/9:00 a.m. EDT
                                                                          Page 1



                             DYCOM INDUSTRIES, INC.

                                  June 3, 2003
                                  9:00 a.m. EDT



Moderator          Ladies and gentlemen, thank you for standing by and welcome
                   to the Dycom Earnings conference call. At this time all lines
                   are in a listen-only mode. Later there will be a question and
                   answer session and instructions will be given at that time.
                   As a reminder, today's call is being recorded.

                   At this time I would like to turn the conference over to Mr.
                   Steven Nielsen. Please go ahead, sir.

S. Nielsen         Thank you, Kent. Good morning, everyone. I'd like to thank
                   you for attending our Third Quarter Fiscal 2003 Dycom
                   Earnings conference call. With me, we have in attendance
                   Richard Dunn, our Chief Financial Officer; Tim Estes, our
                   Chief Operating Officer; and Mike Miller, our General
                   Counsel.

                   Now I will turn the call over to Mike Miller. Mike?




                                                          DYCOM INDUSTRIES, INC.
                                                           Host:  Steven Nielsen
                                                      June 3, 2003/9:00 a.m. EDT
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M. Miller          Thanks, Steve.

                   Statements made in the course of this conference call that
                   state the company's or management's intentions, hopes,
                   beliefs, expectations or predictions of the future are
                   forward-looking statements. It is important to note that the
                   company's actual results could differ materially from those
                   projected in such forward-looking statements.

                   Additional information concerning factors that could cause
                   actual results to differ materially from those in the
                   forward-looking statements is contained from time to time in
                   the company's SEC filings including, but not limited to, the
                   company's report on Form 10-K for the year ended July 27,
                   2002, the company's quarterly report on Form 10-Q for the
                   quarter ended October 26, 2002 and the company's quarterly
                   report on Form 10-Q for the quarter ended January 25, 2003.
                   Copies of these filings may be obtained by contacting the
                   company or are available on the SEC's Web site.

                   Additionally, during this call there will be references to
                   certain non-GAAP financial information. This information has
                   been reconciled to GAAP in




                                                          DYCOM INDUSTRIES, INC.
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                   the company's press release of yesterday that has been posted
                   on the company's Web site.

                   Steve?

S. Nielsen         Thanks, Mike.

                   Yesterday we issued a press release announcing our third
                   quarter 2003 results. Please note that for the third quarter
                   of fiscal 2002 our GAAP results included a non-recurring gain
                   of $0.02 per share due to the settlement of a federal
                   employment tax issue relating to prior years. Consequently,
                   in order to ensure accurate comparisons, all references to
                   the year-ago quarter exclude this non-recurring gain.

                   Total contract revenues for the quarter ending April 26, 2003
                   were $139.7 million versus $169.7 million in the year-ago
                   period, a decrease of 18%. Net income for the quarter was
                   $2.8 million versus $6.8 million, a decrease of 59%, while
                   fully diluted earnings per share was $0.06 versus $0.15, a
                   decrease of 60%. Backlog at the end of the third quarter of
                   2003 was $996.4 million versus $789.4 million at the end of
                   the second quarter of 2003, a sequential increase of $207
                   million. Of this backlog,




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                   approximately $474.2 million is expected to be completed in
                   the next 12 months.

                   Our third quarter results demonstrated the soundness of our
                   business and were encouraging for several reasons. Sequential
                   revenue increased slightly from the prior quarter despite
                   difficult weather conditions in February and March. More
                   importantly, our outlook for our next quarter indicates a
                   further and more significant increase in revenue. In fact,
                   our forecasted fourth quarter revenue indicates
                   year-over-year, quarterly organic growth will resume for the
                   first time since our quarter ending January of 2001.

                   Backlog increased sequentially by over 26% from our January
                   quarter and included several new cable upgrade projects, as
                   well as several notable master contract additions and
                   extensions for a major telephone company.

                   Gross margin increased by 296 basis points sequentially from
                   the second quarter to 21.7%, despite weather impacts and
                   startup expenses for several new contracts.




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                   Liquidity remained ample at $118 million in net cash despite
                   capital expenditures and other associated cash payments of
                   $15 million to start two noteworthy master contracts.

                   Days sales outstanding were 88 days, reflecting an expected
                   increase due to a mix shift in our business towards cable
                   customers, while working capital in our current ratio
                   increased sequentially from the prior quarter.

                   During the quarter we continued to experience the effects of
                   a slow overall economy, telephone company capital
                   expenditures below year-ago levels and the lingering impact
                   of Adelphia's withdrawal from the cable construction
                   marketplace. However, these factors were offset by sales to
                   Comcast, which accelerated throughout the quarter, and a
                   normal seasonal percentage increase in revenue with some
                   telephone company customers.

                   These developments appear to have confirmed our previous view
                   of firming and improving performance in the spring of
                   calendar year 2003. Sales to Comcast increased sequentially
                   in the quarter by over 35% to $56.7 million. Comcast was
                   Dycom's largest customer for the quarter at 40.6% of sales.




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                   During the third quarter we were awarded two new contracts
                   for Sprint, which are expected to increase revenues by in
                   excess of $47 million per year. The first contract represents
                   a significant expansion of our construction and maintenance
                   services for Sprint in its mid-Atlantic region, including all
                   of Sprint's service territory in Tennessee and Virginia, as
                   well as the Fayetteville and Dunn districts in North
                   Carolina. It is for a period of five years. We mobilized over
                   500 in-house and subcontractor personnel and over 390 pieces
                   of capital equipment to start this contract within 45 days of
                   contract award.

                   Our second contract with Sprint covers underground locating
                   services throughout the entirety of its service territories
                   in Florida, North Carolina, South Carolina, Tennessee and
                   Virginia. For this contract we have mobilized 175 in-house
                   personnel. This contract is in effect through December of
                   2005.

                   Overall our employee headcount stabilized at 4,999.

                   Additionally, subsequent to the end of the quarter we were
                   encouraged by Adelphia's announced agreement with its debtor
                   in possession lenders to




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                   enable access to its full $1.5 billion facility. Adelphia
                   went on to further state its intent to rapidly implement a
                   network upgrade plan.

                   Perhaps most interestingly, and also subsequent to the end of
                   the quarter, Bell South, SBC Communications and Verizon
                   jointly announced their adoption of a set of common technical
                   requirements for a technology known as fiber to the premises
                   or FTTP. Each of the telephone companies involved went on to
                   state that these new standards would be integral to their
                   future plans to expand the deployment of fiber optic cable
                   deeper into their outside plant networks. This may indicate a
                   possible upturn in telephone company capital expenditures and
                   fiber deployments in calendar 2004.

                   To maintain a tight handle on our cost structure we have
                   continued several initiatives to help offset pressures on
                   operating margins. First, we will maintain a reduced level of
                   capital expenditures except for growth opportunities.
                   Excluding expenditures in support of our new Sprint
                   contracts, we had actual proceeds from disposals of capital
                   equipment, which exceeded our capital equipment additions by
                   over $300,000. Our fleet of capital equipment is in good
                   condition and significantly reduced investment will have
                   little or no impact on operational expenses.




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                   Secondly, we will continue reductions in general and
                   administrative expenses to better align our administrative
                   costs with individual subsidiaries' anticipated levels of
                   activity. In fact, we consolidated the subsidiary corporate
                   G&A at an additional reporting unit during the quarter and
                   are continuously evaluating additional consolidations as
                   necessary.

                   In addition to the previously mentioned Sprint contract
                   additions, we enjoyed several new contract awards and
                   extensions during the quarter. For Comcast we received
                   contracts for system upgrade work in Ocean City, Maryland and
                   Gadston, Alabama; for Adelphia, upgrade projects for Ojai and
                   Santa Paula, California and central Kentucky; and for General
                   Communications, a locating contract in Anchorage, Alaska.

                   For telephone companies we received an 18-month master
                   contract extension from Qwest for Flagstaff, Arizona, and
                   from Sprint, a new four-year contract extending our work in
                   the Jefferson City, Rolla and Warrensburg districts of
                   Missouri. In addition, we extended our work in Rocky Mount,
                   North Carolina and South Carolina for Sprint for five years.




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                   As Dycom responded to a challenging environment this quarter
                   we demonstrated our continued stability and unparalleled
                   ability to profitably respond to growth opportunities. First
                   and foremost we maintained strong customer relationships
                   throughout our markets. In particular, growth with Comcast
                   and Sprint was encouraging. Net cash remained ample and we
                   maintained a strong working capital position.

                   While our pricing environment remains tight, we remain
                   focused on time tested cost controls and productivity
                   improvements as we continually evaluate appropriate staffing
                   and capital equipment levels. If economic conditions begin to
                   ease, and perhaps improve, we firmly believe that Dycom's
                   superior financial health will increasingly allow us to
                   differentiate ourselves from our competitors in the eyes of
                   our customers, employees and suppliers.

                   Dycom's financial strength is key to our belief that as
                   growth opportunities return to our industry we will be the
                   first and best positioned to take profitable advantage of
                   that. We believe that this advantage, relative to other
                   industry participants, becomes more pronounced every day.




                                                          DYCOM INDUSTRIES, INC.
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                   After weighing all of the factors we have discussed today we
                   have updated our forecast as follows: For the fourth quarter
                   of fiscal 2003 we anticipate earnings per share of $0.15 to
                   $0.20 on revenues of $150 million to $165 million. This
                   outlook anticipates a stabilizing economy in the U.S., normal
                   seasonal weather, continued increased spending by Comcast on
                   its acquired systems, firming seasonal demand from our
                   telephone customers and increased revenue from our new Sprint
                   contracts.

                   Looking beyond the fourth quarter we anticipate earnings per
                   share of $0.16 to $0.21 on revenues of $150 million to $165
                   million for the first quarter of fiscal 2004. This
                   expectation is based upon the continued impact of those
                   factors cited for the fourth quarter, along with a prudent
                   caution regarding the sustainable direction of intermediate
                   capital spending, particularly by telephone companies.

                   Finally, recent developments continue to indicate that
                   substantial competitive capacity may be less able to respond
                   to increased future customer demand due to capital
                   constraints. This trend may continue, even as customer demand
                   potentially increases.

                   At this point I will turn the call over to Dick Dunn, our
                   CFO. Dick?




                                                          DYCOM INDUSTRIES, INC.
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R. Dunn            Thanks, Steve.

                   Before I begin my review, let me point out that we have
                   eliminated the following two items from our GAAP results for
                   the prior fiscal year. First, for the quarter and nine-month
                   period ended April 27, 2002 we recorded a non-recurring gain
                   of $0.02 per share related to the settlement of a federal
                   employment tax issue relating to years prior to fiscal year
                   2002. My discussion will eliminate the impact of this gain.

                   Second, the results for the nine-month period ended April 27,
                   2002 include an after-tax, non-cash impairment charge to
                   goodwill of $86.9 million or $1.97 per share. This goodwill
                   impairment is the cumulative effect of adopting accounting
                   standard 142 as required, thereby the first quarter of our
                   fiscal 2002 has been restated to reflect this charge. Again,
                   for purposes of my discussion of the financial results I will
                   eliminate this charge.

                   Our reconciliation of these non-GAAP financial measures to
                   the corresponding GAAP measures has been provided as a table
                   to yesterday's




                                                          DYCOM INDUSTRIES, INC.
                                                           Host:  Steven Nielsen
                                                      June 3, 2003/9:00 a.m. EDT
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                   press release, which has been furnished to the SEC and is
                   available on our Web site.

                   With that in mind, I will begin my overview of our quarterly
                   financial performance, starting with the income statement.
                   Contract revenues for the current quarter were $139.7
                   million, down 17.7% from last year's Q3 of $169.7 million.
                   Excluding revenues attributable to subsidiaries not owned for
                   the entire Q3 of fiscal year 2002, revenues for the current
                   quarter would have been $111.7 million compared to $143.2
                   million for the same period last year, a decline of 22%.

                   Total revenues for the nine-month period ended April 26th
                   declined 8.5% to $435.3 million versus fiscal year 2002
                   revenue of $475.8 million. Excluding revenues attributable to
                   subsidiaries not owned for the nine months of fiscal year
                   2002, revenues for the nine-month period would have been
                   $342.3 million compared to $449.3 million for the same period
                   last year, a decline of 23.8%.

                   For the quarter, the top five customers accounted for 71.6%
                   of total revenues versus 64.2% for the prior year's third
                   quarter. For the nine months ended April 26th, sales to the
                   top five customers, as a percent of




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                   the total, was 61.9% versus 59.7% for the prior year. The top
                   five customers and their respective percentages for Q3 of
                   fiscal year 2003 and 2002 are as follows:

                   For Q3 of 2003 the top five customers were Comcast at 40.6%;
                   Bell South at 13.8%; Sprint at 6.4%; Quest, 6%; and Adelphia
                   at 4.8%. The top five for fiscal year 2002 Q3 were Adelphia
                   at 18.5%; Bell South, 16.6%; Comcast, 15.5%; Direct TV, 6.9%;
                   and Charter Communication, 6.7%.

                   Net income for the third quarter was $2.8 million versus $6.8
                   million in fiscal year 2002, representing a decrease of
                   58.8%. Net income for the nine months ended April 26th
                   decreased 70.7% to $5.8 million versus last year's $19.8
                   million.

                   Fully diluted earnings for the quarter were $0.06 per share,
                   a 60% decrease from last year's $0.15 per share results. EPS
                   for the nine-month period ended April 26th decreased 73.3% to
                   $0.12 per share versus last year's $0.45 per share.

                   Operating margins for the third quarter declined 375 basis
                   points, coming in at 2.68% versus last year's 6.43%. This
                   decrease was due to a 247-




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                   basis-point increase in cost of earn revenues, a
                   93-basis-point increase in general and administrative cost
                   and a 35 basis point increase in depreciation and
                   amortization.

                   Operating margins for the nine-month period declined 481
                   basis points coming in at 1.71% versus last year's 6.52%.
                   This decrease was due to a 225-basis-point increase in cost
                   of earned revenues, a 150-basis-point increase in general and
                   administrative costs and a 106-basis-point increase in
                   depreciation and amortization.

                   Depreciation expense for the third quarter declined $1.3
                   million from the prior year. This decline was primarily due
                   to the run-out of depreciation associated with the fiscal
                   year '98 capital additions and the sale of assets during the
                   current fiscal year.

                   The effective tax rates for the quarter and nine-month
                   periods were 41.2% and 46.2% respectively, versus 43.3% and
                   42.5% respectively for the prior year's periods.

                   Net interest income for the quarter and nine months was
                   $346,000 and $991,000 respectively versus $505,000 and $2.1
                   million for the prior year.




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                   This decrease was primarily a result of declining short-term
                   interest rates and reduced cash balances as a consequence of
                   the repayment of the debt acquired in the Arguss acquisition.
                   Our interest income is generated through investments in
                   high-quality municipal and corporate instruments.

                   For the quarter, our cash flow from operating activities was
                   a negative $4 million. The primary components of this cash
                   flow were a net income of $2.8 million, depreciation and
                   amortization of $8.9 million offset by increases in working
                   capital of approximately $15.7 million.

                   Investing and financing activities for the quarter used $9.3
                   million. This use of cash consisted of capital expenditures
                   of $10.6 million, partially offset by proceeds from the sale
                   of assets of $1.3 million.

                   Cash and cash equivalents at the end of the quarter were $118
                   million, down $13.3 million from the prior quarter.

                   During the quarter net receivables increased from $99.9
                   million to $105.3 million resulting in a DSO of 68.6 days
                   versus 66.3 at the end of the second quarter, an increase of
                   2.3 days. Net unbilled revenue balances increased in the
                   quarter from $22.9 million to $29.9 million, resulting in a




                                                          DYCOM INDUSTRIES, INC.
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                   DSO of 19.5 days, an increase of 4.3 days from Q2's figure of
                   15.2 days. On a cumulative basis the combined DSO for our
                   trade receivables and unbilled revenue increased from 81.5
                   days to 88.1 days, an increase of 6.6 days.
                   At April 26th the accrual for our self-insured casualty
                   program was unchanged at $21.6 million. Of this $21.6
                   million, approximately $12.1 million represents incurred, but
                   not reported, claims.

                   Steve?

R. Dunn            Thanks, Dick.

                   Now, Kent, we will open the call for questions.

Moderator          Great. Thank you. Our first question comes from Joe Gladue
                   with Chapman. Please go ahead.

J. Gladue          Hi. Congratulations on a positive quarter.

S. Nielsen         Thanks, Joe.




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J. Gladue          With the two Sprint contracts, I'm just wondering if you
                   could tell us whether these were contracts that were, I
                   guess, taken from another incumbent and...

S. Nielsen         Yes, they were gains in market share from a couple of private
                   competitors.

J. Gladue          And along those lines, do you think you'll be seeing more of
                   the same with that?

S. Nielsen         Joe, as we've said before, we are very careful about the
                   market share we gain because we've been in a no- or
                   slow-growth environment. We don't want to build in bad, poor
                   margins in our backlog, but in this particular case, and
                   others that we're looking at, when we see an opportunity to
                   grow, we think we do have an advantage based on the balance
                   sheet and the strong subsidiary management that we have.

J. Gladue          One other customer question: You had said you got some new
                   contracts with Comcast. Are there still additional contracts
                   that they have to let that you're aware of?




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S. Nielsen         I think there are some, but I think that the significant
                   majority of their upgrade plan has been allocated, as we've
                   talked about previously.

J. Gladue          All right.  Thank you.

Moderator          Thanks. We do have a question then from Alex Rygiel with
                   Friedman, Billings, Ramsey. Please go ahead.

A. Rygiel          First, congratulations on a nice quarter. It's nice to hear
                   that business opportunities appear to be improving.

S. Nielsen         Thank you.

A. Rygiel          A couple of quick questions: First, can you confirm that you
                   said that Comcast revenues will increase sequentially going
                   forward?

S. Nielsen         Yes. I think we can look at this quarter and that when we
                   swap May for February that those revenues are going to be up,
                   so we think sequentially they will be up.




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A. Rygiel          Secondly, with regards to the two Sprint projects, when did
                   you start them in the quarter and how much of the $47 million
                   of annual revenues did you actually book in the quarter? Was
                   it a very small amount or was it a fair 25% of that $47
                   million?

S. Nielsen         That $47 million is a run rate. I think we probably booked in
                   the neighborhood of $3 million/$3.5 million on the one
                   contract, which had started the first of April, so only four
                   weeks in the quarter, and that the other contract started
                   actually on the 26th or 27th of April, so it did not have any
                   impact on the quarter, other than some start-up expenses.

A. Rygiel          Great. With regards to the two interesting opportunities,
                   both Adelphia and the RBOCs, first with regards to Adelphia,
                   you did mention one or two markets where you are starting
                   rebuild activity. How fast do you expect the Adelphia
                   opportunities to ramp up? Is that a July quarter opportunity
                   or is that an October opportunity?

                   Then with regards to the RBOCs and their announcement last
                   week regarding fiber to the premises, can you talk about
                   activities that you've performed for the RBOCs in the past of
                   a similar nature, and what type of revenues and margins you
                   had from taking fiber to the home in the past,




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                   and what your visibility is going forward in '04 and '05 with
                   regards to that opportunity?

S. Nielsen         I think we are seeing Adelphia ramp up in this quarter, but I
                   would think the more significant impact is more likely in the
                   first quarter of fiscal 2004. With the new management team
                   coming in and getting their financing in place, they've also
                   gone back and looked at some of the design criteria so that
                   there are a significant number of projects that are in
                   redesign. So that tells us that they are coming, but they are
                   not quite here yet.

                   In terms of the fiber to the home, we have participated in
                   putting in fiber to the curb, particularly for Bell South,
                   going back to 1995, and I think we've always experienced
                   solid margins in that work activity that generally consist of
                   underground trenching and placing of fiber cable in
                   enclosures. That's exactly what we know how to do and have
                   done for a long time.

A. Rygiel          One last question with regards to G and A; since your cap ex
                   has come off from the very high levels of '98 and '99 and
                   2000 do you expect




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                   depreciation and amortization to continually show sequential
                   declines over the next four quarters or so?

R. Dunn            Not for the next couple, Alex.

S. Nielsen         Because the offset, you have about the $10 million that we
                   spent on Sprint, so that's rolling in and that offsets some
                   of the decline. We may have to take a look at it again a year
                   from now when there were other substantial purchases in '99.

A. Rygiel          Great.  Thank you.

Moderator          Thanks. We do have a question then from private investor
                   Scott Moore. Please go ahead.

S. Moore           Hi, Steve. Congratulations on the quarter. During the last
                   conference call you stated that three under-performing
                   subsidiaries would cease operations during the quarter just
                   ended. Did this happen, and if so, which subsidiaries were
                   shut down?




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S. Nielsen         What we did, Scott, is in one case we actually did shut down
                   a couple of them. In the other case we took the field
                   activities and reallocated those to two other subsidiaries.
                   Because of the way our legal structure is, those subsidiaries
                   are still active companies, so you're not going to see us
                   take them off the list, though functionally they have been
                   consolidated.

S. Moore           Okay. What is the status of Conceptronic, a former subsidiary
                   of Arguss, which Dycom acquired when it bought Arguss?

R. Dunn            Scott, they've been disposed of for about a year now.

S. Moore           Okay.

S. Nielsen         It was a very immaterial piece of the Arguss transaction. We
                   got out of that business as quick as we could.

S. Moore           Great. And finally, would you please comment on where you
                   stand regarding recovery of money owed Dycom by Adelphia for
                   work done prior to the Adelphia bankruptcy? I think it was
                   originally about $40 million that they owed Dycom.




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S. Nielsen         That's correct. If you follow the Adelphia bankruptcy, they
                   have filed for several extensions to get in there for the
                   company to propose a plan of reorganization. The next
                   deadline, I believe, is in August, and so we are just
                   monitoring the situation. Between now and when that plan is
                   reorganized there is really nothing that can be done in the
                   bankruptcy process.

                   I think we are encouraged that WorldCom has been able to at
                   least get a plan out there that most folks have agreed with,
                   and also that Adelphia continues to perform relatively well
                   and actually generate some cash, but between now and August
                   there is really no news of any importance.

S. Moore           All right. Thank you very much.

Moderator          Thanks. We do have a question then from Steven Fox with
                   Merrill Lynch. Please go ahead.

S. Fox             Good morning. Can you talk a little bit about, first of all,
                   when you look at the Sprint contract, when do you hit a full
                   run rate for it?




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S. Nielsen         The first contract, the construction and maintenance
                   contract, we are there for the entirety of this quarter. On
                   the locate contract a portion of it was just phased in last
                   week, so I would say full run rate by mid-June to first of
                   July.

S. Fox             Great. Then, Steve, can you talk a little bit about the
                   effect that DSL price declines could have on your business
                   near term, say the next couple of quarters, and then maybe
                   longer term?

S. Nielsen         You know, it's a very interesting question. Obviously, as
                   they make DSL more attractive, the phone companies are hoping
                   for higher penetration rates. To the extent that that taxes
                   their in-place infrastructure, they are going to have to
                   support that growth with at least stable cap ex, if not
                   growing cap ex. If you tie the Verizon pricing move on DSL
                   with this fiber to the premise announcement, it appears that
                   the RBOCs are going to be more active in the residential data
                   market.

                   The second half of your question, Steve?




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S. Fox             I guess what you're saying about DSL is that it makes you
                   feel a little bit better, that '04 capital spending number,
                   but it doesn't give any near-term impact to your business
                   really?

S. Nielsen         I wouldn't say that it's significant. I think it's a firming
                   of cap ex rather than a significant change and I think, in
                   part, if you were an RBOC and you are becoming increasingly
                   comfortable that the cost of fiber to the premises is going
                   to come down and be more economic, that they are going to
                   weigh that opportunity versus significant major investments
                   in DSL.

S. Fox             Okay. Then two quick financial questions: Are you still
                   targeting 25% to 26% gross margins and what type of revenue
                   run rate do you need to achieve that?

S. Nielsen         I think if you look at the revenue targets that we've
                   provided, Steve, and you take a look at the EPS guidance and
                   you model it out, that we're still there.

S. Fox             Okay. The last question would just be on cash usage going
                   forward. It sounds like you're going to have some working
                   capital requirements. On




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                   incremental sales how much working capital do you think you
                   need these days?

S. Nielsen         Well, if DSOs are running 85 to 90 days and we have a
                   sequential quarterly increase of, call it, $20 million or
                   better, then we will probably use up about $20 million in
                   cash. Now we work every day to drive that down, but that's a
                   good thing. It's like spending money for capital equipment to
                   support new contracts. When you have customers like Sprint
                   and Comcast, spending money is a good thing.

S. Fox             Thank you.

Moderator          Thanks. We do have a question then from Barry Posternak with
                   Kensico Capital. Please go ahead.

B. Posternak       Good morning.

S. Nielsen         Good morning.

B. Posternak       Do you have the mix between cable, telco and utility?




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R. Dunn            Yes, I do, Barry. For telco we had 34.6%; cable, 53.6%;
                   utility locating, 8.9%; and electrical and other, 2.9%.

B. Posternak       Okay. With regard to several new cable upgrade projects that
                   were mentioned, could you review those, who they are with
                   or...?

S. Nielsen         Yes. We talked about two projects with Comcast - one for
                   Ocean City, Maryland, another in Gadston, Alabama - and then
                   we talked of a couple of cities, a related project in
                   southern California for Adelphia, and then a project for
                   Adelphia in central Kentucky in the Lexington area.

B. Posternak       What kinds of projects are the Adelphia ones?

S. Nielsen         They are upgrade projects. I don't know if they are 450 or
                   550 upgrades, but they are traditional upgrade projects.

B. Posternak       All right.  Thanks.

Moderator          Thank you. We do have a question then from Michael
                   Christodolou with Inwood Capital. Please go ahead.




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M. Christodolou    Good morning, gentlemen. I wanted to further explore the
                   Comcast and Sprint new business wins to better understand the
                   future. If you could characterize those wins, would you view
                   that they were wins because the competitors - and I don't
                   know also if you could quantify, was it two or three private
                   competitors you won the business from or was it 15?

                   I'm going to explore that because I'd like to understand; are
                   these private companies? Were they viewed as either too
                   regional, too under capitalized or incapable of mobilizing as
                   fast as you did, or that the vendors want to reduce the
                   number of contractors they're working with, or was it price?

S. Nielsen         Or was it all of the above.

M. Christodolou    All of the above.

S. Nielsen         We'll work through it. On the cable side, those Comcast
                   projects and the Adelphia projects are in markets where we
                   are traditionally strong, and I think we were, through past
                   performance and competitive pricing, the right folks for
                   those jobs. So we did not take those projects from anybody.




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                   We like to think we earned them with what we've done for
                   those customers in the past.

                   On the Sprint opportunities, the construction and maintenance
                   agreement, the work was shifted from a private competitor. It
                   did result because it combined with some areas in North
                   Carolina and South Carolina that we had previously already
                   had contracts for and did give the customer greater mass in a
                   particular region so that, in fact, you could look at it as
                   trying to deal with larger vendors in less than a region.

                   On the locate opportunity, once again, that was a single,
                   private competitor and we just think that that was one of
                   those competitive opportunities where we were at the right
                   place at the right time with a good price.

M. Christodolou    Great. What are you seeing for pricing on these contracts
                   over time? Are there step-ups built in for costs or
                   inflation?

S. Nielsen         There are kind of traditional telephone industry, CPI-related
                   index increases at various points in the life of the
                   contracts.




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M. Christodolou    And lastly, what are you seeing in terms of labor and
                   capacity out there in the system, in terms of, perhaps,
                   additional wins that you may get? Are there trained bodies
                   out there or could we see some constraint in talent such that
                   it may help pricing over the next year or two?

S. Nielsen         Sure. I would think, right now, we did not have difficulty in
                   mobilizing the labor for these projects, so I think there is
                   labor that's available. We haven't seen any significant
                   pricing pressure to our labor, although we'd certainly be
                   happy because that would generally be a good thing in the
                   labor business.

M. Christodolou    Great. Thanks very much. Great quarter.

S. Nielsen         Thank you.

Moderator          I am showing a question from Alan Mitrani with Copper Beech.
                   Please go ahead.

A. Mitrani         Hi. Thank you. Did you repurchase any shares this quarter?

S. Nielsen         No, we did not.




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A. Mitrani         Can you give us the status of your stock buyback? Are you
                   putting it towards, I guess, getting new business or are you
                   still looking, potentially, to buy back some stock?

S. Nielsen         At the right price - and there is a number that we can't
                   share - we would be buyers of the stock. We think that the
                   cash that we put to work and the cap ex and the working
                   capital to grow the business out of the third quarter into
                   the fourth quarter had a higher return than in repurchasing
                   shares.

A. Mitrani         Also, you talked about Adelphia post your quarter. Obviously
                   they came out and got access to the $1.5 billion of ...
                   financing and they've put some new management in. If I work
                   through some numbers it seems like they could have
                   potentially 30,000 plus miles to upgrade, based on trying to
                   get to their 90% of their miles upgraded by sometime next
                   year. Any idea what kind of pricing it could be for them for
                   mile?

                   If you use Comcast's numbers, using roughly 30,000, it seems
                   like there could be at least $0.5 billion plus of work coming
                   out of Adelphia. Do those numbers make any sense over the
                   next 15 to 24 months, depending on when they finally get out
                   of bankruptcy?




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S. Nielsen         I don't think that they're going to wait to get out of
                   bankruptcy and pursue the upgrade plan, at least that's not
                   the indications that we're getting. The difficulty to compare
                   mile to mile between different cable operators is the mix of
                   rural and urban systems, and so I would generally expect that
                   Comcast would be a little bit more than Adelphia just because
                   of a greater percentage of the Comcast systems being urban.

                   On the other hand, it also is contingent upon the condition
                   of the systems and how much work has to get done. So there
                   are a few moving pieces, but directionally I would say
                   somewhat slightly less.

A. Mitrani         Also, how much was Direct TV in the quarter, in terms of
                   revenues?

S. Nielsen         It was a little less than $4 million, Alan. Dick will get the
                   exact number.

A. Mitrani         How much of the sequential gross margin expansion was, as you
                   said, basically the Direct TV effect, going from jettisoning
                   some of the low-margin business that you had renegotiated
                   versus just executing your business better and chopping heads
                   and just making sure your ...?




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S. Nielsen         I would say more of the sequential increase was the pickup in
                   the cable business, a normal seasonal up-tick in April on the
                   telephone side, rather than any driving effect, because you
                   can't have that margin impact on a little less than $4
                   million in business and drive the overall significantly.

A. Mitrani         To Steve's question, it sounded like 24% to 26% gross
                   margins; we should start seeing some of those in the next
                   couple of quarters then?

S. Nielsen         We would expect that. In the last quarter we did see some
                   credible, and, we think, sustainable, margin expansion from
                   March to April. So given that trend line, we think that's
                   reasonable.

A. Mitrani         Then lastly, if I can, on the telco side I was actually
                   impressed that Bell South increased, sequentially, a few
                   million dollars, given that they spent so little of their cap
                   ex budget in the first quarter. Are you hearing from some of
                   your Bell companies that it looks like cap ex spend will be
                   up in the second half, from a calendar basis, of '03 versus
                   the first half?

S. Nielsen         I think it's difficult to say, Alan. I think everybody has
                   noted that they did not spend what they had budgeted for the
                   first quarter, yet they didn't change full-year guidance and
                   that the question is there will be a year




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                   when that gets resolved by them spending all of their budget
                   money. That hasn't been the pattern for the last two years,
                   so we're optimistic, but we don't have any direct information
                   on the subject.

A. Mitrani         Do you expect to continue to build backlog?

S. Nielsen         When we have large master contracts that come in for multiple
                   years, they tend to build backlog the way that we have here.
                   As we continue to bid work we will hope to drive it, but I'm
                   not sure that we will see those kinds of magnitude jumps in
                   the near future. It's also a function of the economy.

A. Mitrani         Okay. Thank you very much.

R. Dunn            Alan, just to confirm, Steve's recollection of the $4 million
                   was right on.

A. Mitrani         Four million. Great.

Moderator          Thanks. At this time I am showing no further questions in
                   queue.




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S. Nielsen         Kent, thanks for moderating the call. We thank everybody for
                   their attendance and we look forward to speaking with you
                   again, with our fourth quarter numbers, towards the end of
                   August. Thank you. Have a good day.

Moderator          Thank you. Ladies and gentlemen, that does conclude our
                   conference for today. Thanks for your participation and for
                   using AT&T's Executive Teleconference. You may now
                   disconnect.