DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
                                                                          Page 1






                             DYCOM INDUSTRIES, INC.

                                February 24, 2004
                                  8:00 a.m. CST



Moderator                  Ladies and gentlemen, thank you for standing by and
                           welcome to the Dycom earnings call. At this time,
                           all participant lines are in a listen-only mode.
                           Later, there will be an opportunity for questions.
                           Instructions will be given at that time. As a
                           reminder, today's call is being recorded. I would now
                           like to turn the conference over to Mr. Steven
                           Nielsen. Please go ahead, sir.


S. Nielsen                 Good morning, everyone. I'd like to thank you for
                           attending our second quarter fiscal 2004 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.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
                                                                          Page 2

M. Miller                  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 26, 2003 and the company's quarterly report on
                           Form 10-Q for the quarter ended October 25, 2003.

                           Additionally, during this call there will be
                           references to certain non-GAAP financial information.
                           This information has been reconciled to GAAP in the
                           company's press release of yesterday that has been
                           posted on the company's Web site.


S. Nielsen                 Yesterday, we issued a press release announcing our
                           second quarter 2004 earnings. Included in those
                           earnings, was a non-recurring gain of $11.4 million
                           before taxes, related to the sale of a long-term
                           accounts receivable. To ensure meaningful
                           comparisons, all references I will now make to the
                           second quarter will exclude this gain. A
                           reconciliation of our earnings,




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           with and without this gain, is attached to
                           yesterday's press release that has been posted to our
                           Web site.

                           For the quarter ended January 24, 2004, total
                           contract revenues were $196.4 million versus $137.2
                           million in the year ago period, an increase of 43%.
                           Net income was $9.6 million versus a loss of $1.1
                           million. Fully diluted earnings per share was $0.20
                           versus a loss of $0.02.

                           Backlog at the end of the second quarter was $1.174
                           billion versus $900.4 million at the end of the first
                           quarter of 2004, a sequential increase of $274
                           million. Of this backlog, approximately $545 million
                           is expected to be completed in the next 12 months.

                           These estimates include approximately $254 million of
                           total backlog and $118 million of 12-month backlog
                           derived from our recently completed acquisitions of
                           First South and UtiliQuest. They include no backlog
                           from our announced participation in Verizon's
                           Fiber-to-the-Premises buried plant installations.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           Our second quarter results continued to demonstrate
                           the fundamental health of our business. Growth
                           remains strong. Internal growth for the quarter was
                           25.8% and 24.8% for the first six months of fiscal
                           2004. In addition, our forecasted third quarter
                           revenue indicates continued year-over-year organic
                           growth.

                           Gross margin increased by 418 basis points from the
                           year ago quarter, while G&A decreased 312 basis
                           points and depreciation and amortization decreased
                           202 basis points. Both the G&A and depreciation and
                           amortization percentages continued to be favorably
                           impacted as relatively fixed costs were leveraged by
                           increased quarterly revenue.

                           Overall, improved results were driven by tight cost
                           controls, solid field productivity, despite difficult
                           weather in January, good safety performance and
                           active claims management and expected performance
                           from the newly acquired operations of First South and
                           UtiliQuest.

                           Liquidity remained ample with over $20 million in net
                           cash, despite acquisition cash expenditures of $175
                           million during the quarter. Capital expenditures to
                           support our growth totaled $4 million, net of
                           disposals.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           Excluding balances and revenues from companies
                           acquired during the quarter, day sales outstanding
                           was 73 days, a sequential decrease of two days from
                           the first quarter.

                           Cash flow from operations totaled $60.8 million,
                           including a non-recurring gain related to the sale of
                           a long-term accounts receivable. Excluding this gain
                           and the taxes associated with it, operating cash flow
                           was $32.4 million in the quarter, a sequential
                           improvement of $11.2 million from the first quarter.

                           During the quarter, we continued to experience the
                           effects of a growing overall economy, major telephone
                           expenditures, which grew substantially year-over-year
                           and continued robust spending by several cable
                           customers. Revenue from Comcast was $59.2 million.
                           Comcast was Dycom's largest customer for the quarter
                           at 30.1% of revenue, down from 34.8% in the previous
                           quarter. Additionally, revenue from Adelphia and
                           Charter increased year-over-year and sequentially.
                           Revenue from our major telephone company customers,
                           Sprint, Bell South, Alltel and Qwest, all increased
                           significantly compared to the year ago quarter.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           Employee headcount increased to 7,590 at the end of
                           the second quarter from 5,470 in the previous
                           quarter, reflecting normal seasonal patterns offset
                           by the addition of the employees of First South and
                           UtiliQuest.

                           Perhaps, most significantly, Verizon recently
                           notified us that Verizon intends to enter into a
                           contract with Dycom, whereby, we will perform a
                           portion of Verizon's Fiber-to-the-Premises buried
                           plant installations.

                           During the quarter, we continued to book new work.
                           For Comcast, we received system upgrade contracts for
                           Montgomery County, Pennsylvania, the Pittsburgh
                           tri-state area, Grass Valley, California, South
                           Chicago, Sacramento, California, San Mateo,
                           California and a new build betterment contract for
                           the southern half of metropolitan Denver.

                           For Time Warner, an electronics betterment project in
                           Memphis. For Charter, a new build betterment contract
                           for Jackson, Tennessee. For James Cable, upgrades in
                           Georgia, Florida, Louisiana, Texas and Oklahoma. For
                           Insight, an installation contract in Louisville,
                           Kentucky.

                           In addition, we extended several locating contracts,
                           including those for Atlanta Gas Light, Bell South and
                           Comcast in Atlanta and with Puget




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           Sound Energy in the Seattle area. Finally, in Florida
                           we were awarded a three-year master contract for
                           underground power installations for Sumter Electric
                           Cooperative.

                           As Dycom grew this quarter, we demonstrated our
                           continued stability and ability to profitably respond
                           to growth opportunities, both organically and through
                           acquisition. First and foremost, we maintained strong
                           customer relationships throughout our markets. This
                           view has been clearly demonstrated in multiple
                           discussions with our customers arising from our two
                           recent acquisitions. Secondly, the strength of those
                           relationships and the value we can generate for our
                           customers has allowed us to be at the forefront of
                           rapidly evolving industry opportunities. Finally,
                           while growing, we have maintained tight margin
                           discipline, solid cash flows and our superior
                           financial strength.

                           As economic conditions continue to improve, Dycom's
                           fundamental strength has allowed us to differentiate
                           ourselves from our competitors in the eyes of our
                           customers, employees and suppliers. Dycom's financial
                           strength and strong customer relationships have
                           allowed us to generate industry-leading organic
                           growth, while simultaneously pursuing significant and
                           strategic acquisitions. Over the last several
                           quarters, we




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           have repeatedly stated our belief that as profitable
                           growth opportunities return to our industry, we will
                           be one of the first and the best positioned firms in
                           our industry to take advantage of them. We believe
                           that this advantage, relative to other industry
                           participants, continues to become more pronounced
                           everyday.

                           After weighing all of the factors we have discussed
                           today, we have updated our forecast as follows. For
                           the third quarter of fiscal 2004, we anticipate
                           earnings per share of $0.18 to $0.24 on revenues of
                           $185 million to $200 million. This outlook
                           anticipates continued growth in the U.S. economy and
                           easing of February's difficult weather, continued
                           spending by Comcast on its acquired systems, expected
                           performance for our First South and UtiliQuest
                           acquisitions and only modest incremental revenues
                           from our new Verizon opportunity. Looking beyond the
                           third quarter, we anticipate earnings of $0.24 to
                           $0.30 per share on revenues of $205 million to $225
                           million for the fourth quarter of fiscal 2004. Please
                           note that Dycom utilizes a 52/53-week fiscal year,
                           which ends on the last Saturday in July.

                           As a result, the fourth quarter of fiscal 2004 will
                           contain 14 weeks. Our expectation for the fourth
                           quarter is based upon the continued impact of




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
                                                                          Page 9

                           those factors cited for the third quarter, with the
                           exception that we do expect revenues from Verizon to
                           increase throughout the fourth quarter to meaningful
                           levels; although a precise expectation of this impact
                           is difficult to determine at this early stage of the
                           project.

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


R. Dunn                    During the current quarter, we recorded an after tax
                           gain on the sale of certain long-term receivables of
                           $6.8 million or $0.14 per share fully diluted. Unless
                           otherwise noted, my discussion will eliminate the
                           impact of this gain. A reconciliation of these
                           amounts to our GAAP net income including the gain has
                           been provided as a table to yesterday's press
                           release, which is available on our Web site.

                           Turning to the income statement, contract revenues
                           for the current quarter were $196.4 million, up 43.1%
                           from last year's Q2 of $137.2 million. Revenues for
                           the quarter on a same store basis were up 25.9%.
                           Total revenues for the six-month period ended January
                           24th increased 32.7% to $392.4 million versus fiscal
                           year 2003 revenue of $295.6 million. Organic revenue
                           activity for the six-month period was up 24.8%.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           For the quarter, the top five customers accounted for
                           67.4% of total revenue, versus 63.4% for the prior
                           year second quarter. For the six months ended January
                           24th, sales to the top five customers, as a percent
                           of the total, were 68.5% versus 58.3% for the prior
                           year.

                           The top five customers and their respective
                           percentages for Q2 of fiscal year 2004 and 2003 are
                           as follows. For the current year Q2, Comcast, 30.1%;
                           Bell South, 13.2%; Sprint, 11.0%; Adelphia, 7.2%; and
                           Qwest, 5.9%. For the Q2 of fiscal year 2003, Comcast,
                           30.6%; Bell South, 11.6%; Direct TV, 9.5%; Sprint,
                           6.1%; and Qwest, 5.6%.

                           Net income for the second quarter was $9.6 million
                           versus a $1.1 million loss in fiscal year 2003. Net
                           income for the six months ended January 24th
                           increased $20.6 million to $23.6 million versus last
                           year's $3.0 million.

                           Fully diluted results for the quarter were $0.20 per
                           share versus a loss of $0.02 per share in the prior
                           year's second quarter. EPS for the six month period
                           ended January 24th increased to $0.48 per share
                           versus last year's $0.06 per share.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           Operating margins for the second quarter increased
                           932 basis points coming in at 7.78% versus last
                           year's negative 1.54%. This increase was due to a 418
                           basis point decrease in cost of earned revenues, a
                           312 basis point decrease in general and
                           administrative costs and a 202 basis point decrease
                           in depreciation and amortization. Operating margins
                           for the six month period increased 828 basis points
                           coming in 9.53% versus last year's 1.25%. This
                           decrease was due a 345 basis point decrease in cost
                           of earned revenues, a 281 basis point decrease in
                           general and administrative costs and a 202 basis
                           point decrease in depreciation and amortization

                           The effective tax rates for the quarter and six-month
                           periods were 38.2% and 39.4% respectively, versus
                           1.2% and 50.2% respectively for the prior year's
                           period. The prior year's period's effective rates
                           were impacted by the prior year's loss in the second
                           quarter, which resulted in non-meaningful rates.

                           Net interest expense for the quarter was $284,000 and
                           net interest income for the six-month period was
                           $34,000 versus net interest income of $370,000 and
                           $645,000 respectively for the prior year. This
                           decrease was primarily the result of the use of cash
                           on hand and increased borrowings in connection with
                           the two acquisitions closed during the quarter.
                           Interest




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           income is generated through investments in
                           high-quality municipal and corporate instruments.

                           For the quarter, our cash flow from operating
                           activities including the sale of long-term
                           receivables was $60.8 million. The primary components
                           of this cash flow were net income of $16.4 million,
                           depreciation and amortization of $11 million and
                           reductions of working capital and other assets of
                           approximately $33.4 million.

                           Investing activities consisting of acquisition
                           expenditures net of cash acquired of $175.1 million,
                           capital expenditures of $5.1 million partially offset
                           by proceeds from the sale of assets of $1.1 million,
                           resulted in net investing activities of $179.1
                           million.

                           Financing activities for the quarter generated $86.8
                           million. The components of this amount were
                           borrowings under our revolving credit agreement of
                           $85 million and proceeds from the exercise of the
                           employee stock options of $1.8 million.

                           Cash and cash equivalents at the end of the quarter
                           were $118.3 million, down $31.5 million from the
                           prior quarter.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           During the quarter, receivables net of acquired
                           receivables dropped from $124.8 million to $110.1
                           million, resulting in a DSO of 55.7 days versus 57.9
                           at the end of the first quarter, a decrease of 2.2
                           days.

                           Net unbilled revenue balances, excluding acquired
                           balances, dropped in the quarter from $36.6 million
                           to $33.4 million, resulting in a DSO of 16.9 days,
                           essentially unchanged from the Q1 figure of 17.0
                           days. On a cumulative basis, the combined DSO for our
                           trade receivables and unbilled revenues, again
                           excluding acquired balances, decreased from 74.9 days
                           to 72.6 days, a decrease of 2.3 days.

                           At January 24th, our accruals for self-insured
                           casualty program increased to $28.8 million from
                           $24.9 million at October 25th. Of the $28.8 million,
                           $18.6 million represents incurred, but not reported
                           claims, an increase of $3.1 million from the first
                           quarter.


S. Nielsen                 Now John will open the call for questions.


Moderator                  First we go to the line of Steven Fox with Merrill
                           Lynch. Please go ahead.




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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S. Fox                     Could you talk a little bit about the gross margins
                           of 23%? I think you've been targeting 24% to 25%. Is
                           that still a realistic assumption over the next few
                           quarters, given the mix? Then I have a follow-up.


S. Nielsen                 I think the 23% was right in line with what we
                           expected, given the seasonal weather impacts and the
                           holiday impacts in the second quarter. I think we
                           don't see anything here. In fact, if you look back
                           historically, 23% in the second quarter is a pretty
                           solid number.


S. Fox                     From the standpoint of Verizon, I'm sure you're
                           limited on what you can say, but can you talk about
                           how many other contractors are involved or what type
                           of split you have and generally, can you give some
                           color on the ramp? Are you going to be fully ramped
                           with this project in two quarters? How else can you
                           describe it?


S. Nielsen                 What we're permitted to say, Steve, is that Verizon
                           has publicly disclosed that in 2004, they wanted to
                           deploy in nine states. They have not disclosed those
                           nine states. We're awarded and are in final
                           documentation on the project in a substantial number
                           of those states. We feel like in order to hit the
                           objectives that Verizon has for 2004, that we will
                           need to be very fully deployed by mid-summer at the
                           latest.



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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Moderator                  Our next question is from the line of Tobey Sommer
                           with SunTrust Robinson Humphrey. Please go ahead.


T. Sommer                  I have a question regarding what you think is driving
                           the competitive force with Verizon and
                           Fiber-to-the-Home. Is it strictly the cable, or do
                           you think the wireless and the opportunity to
                           maintain your home phone number and shift it to
                           wireless is another nail that is helping to drive
                           this shift for them?


S. Nielsen                 As I've understood it, they're looking at
                           Fiber-to-the-Home as an opportunity to increase their
                           revenues, at the same time, Passive Networks
                           will have significantly lower operating and
                           maintenance costs going forward. I think they see it
                           as an opportunity to increase the top line and expand
                           margin by reducing the cost of operating the network.

                           Clearly, there may be some ability to bundle the data
                           offering and the voice offering enabled by the fiber
                           with wireless. Certainly, given Verizon wireless's
                           leading market position, that may be attractive to
                           them also. I think it's pretty simple; they want to
                           grow revenue and be able to reduce their future costs
                           to maintain the network.



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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T. Sommer                  Two quick follow-ups, if I could. If you could
                           refresh my memory, I don't think there is any
                           incremental capex, but are there any different things
                           involved that you currently don't have? I was
                           wondering if you could comment about where you see
                           your long-term revenue mix. Are you comfortable where
                           it is now, or could you see it shifting a little bit
                           over time?


S. Nielsen                 On an incremental capex basis, this is business that
                           we understand and do everyday. We have assets in hand
                           to do it. It's a growth opportunity, so we may have
                           to spend some capex to support it. That will be a
                           good thing because it will reinforce our future
                           growth.

                           Your second question, Toby?


T. Sommer                  It was regarding your revenue mix and longer-term,
                           where your goal was and what your vision was for the
                           company.


S. Nielsen                 Dick has the revenue mix for the quarter here, why
                           don't you go ahead and share it?




                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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R. Dunn                    For this quarter, telecom was 34.7%, cable TV was
                           46.3%, utility locating was 15.2% and other and
                           electrical was 3.8%.

S. Nielsen                 Tobey, we've set up the business for a long time here
                           to primarily focus on the cable and telephone
                           industries. It's been in the action and reaction
                           between the two industries that we've seen growth
                           opportunities. We think with the Verizon opportunity,
                           this is just another example of why that strategy has
                           been sound in the past and will be going forward. We
                           may see a shift from some of our cable business as
                           the upgrades with Comcast are winding down, but
                           that's going to be picked up on the telephone side of
                           the business, hopefully plus some. We're comfortable
                           with our revenue mix.


Moderator                  Our next question is from the line of Alan Mitrani
                           with Copper Beech Capital. Please go ahead.


A. Mitrani                 Steve, did I hear you correctly? As it relates to
                           Verizon, it is not in your backlog right now?

S. Nielsen                 Yes, we have not signed the contract, Alan, and our
                           policy is that we don't put contracts in backlog
                           until they're finally documented. That would be



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           in this quarter, which is our third quarter. It will
                           be reflected in our third quarter backlog.


A. Mitrani                 Is there a reason why the contract was not signed
                           yet? Are certain regions still up from grabs, or is
                           it just dotting the I's and crossing the T's? Can you
                           just give us a little more color on that?


S. Nielsen                 We're in the documentation phase. Because it is a
                           substantial project, there was obviously need to
                           communicate to our people. It's also fair to say,
                           because we've had some folks call us, that some of
                           the other competitors had been notified that, if they
                           wanted to participate, they needed to talk with us.
                           Given that there was some chatter in the industry
                           about it, we felt like and Verizon concurred, that it
                           was prudent to put out an announcement.


A. Mitrani                 Just to understand, my understanding of when you were
                           running through your revenue guidance and your
                           estimated earnings guidance for the next two
                           quarters, you did include some contribution from
                           Verizon and sort of a meaningful one, in your mind,
                           for the fiscal fourth quarter.



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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S. Nielsen                 Primarily for the fourth quarter. Now, if we can earn
                           some revenue in this quarter, we're going to hit it
                           as quickly as we can, but it is in the start-up
                           phase.


A. Mitrani                 With that said, you raised guidance a bit for fiscal
                           third quarter. The fiscal fourth quarter, I know you
                           haven't put estimates out there before; but relative
                           to what some people were looking for in terms of
                           earnings contributions or others, seemed a little
                           light. Are there certain start-up costs in that
                           fourth quarter that would result in a lower margin
                           initially, but then ramping up, or are the acquired
                           assets that you bought this past quarter coming in
                           less than expected? Can you give some insight in
                           terms of that or is it just you being conservative?


S. Nielsen                 We're always going to be prudent with the guidance,
                           particularly when we're starting a contract that is
                           potentially this large. We're happy with the
                           acquisitions. They are producing according to the
                           plan. It's for us to make sure that we execute on the
                           guidance we provide and, hopefully, do better, but
                           right now, this is our best estimate, given
                           particularly the newness of the Verizon opportunity.



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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A. Mitrani                 I'll ask two quick ones and then I'll get back in
                           queue. Were there any one-time costs or deal-related
                           costs in the quarter or anything that was related
                           just to closing the books on the other two businesses
                           in having owned them for about a month or two?


S. Nielsen                 Certainly, there is travel expenses and integration
                           expenses. G&A was probably higher. We did have those
                           types of expenses, but we just took those through
                           ordinary expense. We didn't have any charges.


A. Mitrani                 Also, the tax rate this quarter, by my estimation,
                           came in about 38%. I know, Dick, you guys have been
                           doing a lot to try to lower your tax rate from
                           previous years. Most people, and I myself, have been
                           using about 40%. Can you give us some guidance on the
                           tax rate going forward? Was there something special
                           this quarter and should we use a lower rate going
                           forward?


R. Dunn                    Nothing particularly special, Alan. One thing, as our
                           income goes up, our permanent unfavorable schedule
                           M's get diluted down as a percent. We were at about
                           38.5% or there about.



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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A. Mitrani                 That's a lot of tax talk for a guy who is not a CPA.
                           Here is my quick question. What kind of estimates
                           should I be using the next 12 months or for fiscal
                           '05 or something like that?


R. Dunn                    Probably in the 39% range.


Moderator                  Our next question is from the line of Alex Rygiel
                           with FBR. Please go ahead.


A. Rygiel                  Congratulations, gentlemen. Nice quarter and
                           congratulations on the Verizon work. A couple of
                           questions: Steve, you used the term meaningful and
                           large several times. Can you compare those terms and
                           define those terms relative to Comcast, which I
                           suspect is a meaningful and large customer of yours
                           right now?


S. Nielsen                 The agreement, and I think this is known in the
                           marketplace that Verizon is anticipating entering
                           into is a five-year contract. So by definition, it's
                           going to be significant. Clearly, with their stated
                           goals of passing a million homes and presuming
                           success there, doubling that, we certainly have
                           pretty significant growth opportunity, based on what
                           they've disclosed publicly. We love all of our
                           customers. I don't know if I would



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                 February 24, 2004/8:00 a.m. CST
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                           want to compare it on a relative basis to Comcast. We
                           continue to have good business with Comcast and value
                           them as a customer. Clearly, it's a nice opportunity
                           for us to participate in, really, the initial
                           deployment of what could be a pretty revolutionary
                           network technology for the largest RBOC in the
                           country.


A. Rygiel                  How many subsidiaries do you anticipate working with
                           Verizon on this FTT opportunity right now?


S. Nielsen                 Probably five, six, seven.


A. Rygiel                  Can you comment on how your recent acquisitions
                           helped you to be successful in getting this business?


S. Nielsen                 The acquisitions really were entered into, Alex,
                           separately from any discussions we had on the
                           opportunity. Clearly, particularly in UtiliQuest's
                           case, they had a significant piece of business with
                           Verizon across the country and also were located in
                           serving some other utilities and markets that Verizon
                           is the local phone company. Clearly, there will be
                           some impact on the locating business, based on not
                           only the buried



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                           construction, but also the aerial construction to the
                           extent that requires grounding systems and other
                           deployments that require locating services.


A. Rygiel                  When I look at this entire opportunity, is this all
                           new business or is there some cannibalization going
                           on, or are you taking some market share from some of
                           your smaller competitors that could have had
                           relationships with Verizon?


S. Nielsen                 It's all new business, Alex. This is really an
                           overlay project, so it's replacing existing
                           facilities. I see it as all incremental. Over
                           time, as the network is fully deployed, there may be
                           less local maintenance opportunities for some of the
                           smaller contractors, but right now, it's all
                           incremental.


A. Rygiel                  You went through a number of new job awards during
                           the quarter. Can you throw out, was half of that from
                           new opportunities and half from market share gains or
                           75/25? How much is new opportunity versus market
                           share gains?


S. Nielsen                 Some were clearly market share gains. We mentioned
                           the extension, so those were not. We have been
                           relatively successful in adding mileage,



                                                          DYCOM INDUSTRIES, INC.
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                           particularly with Comcast as they continue their
                           upgrade process. I wouldn't say that was a market
                           share gain, that was just mileage that was unassigned
                           and available for folks who could get it done. We're
                           proud of the job the subsidiaries have done so that
                           we were entrusted with more to do.


A. Rygiel                  One last question. You've obviously worked with
                           Verizon in the past; is there anything different
                           about this contract or the language with this
                           contract versus other traditional MSA work for
                           Verizon or other RBOC's?


S. Nielsen                 I don't think we're in a position to get into
                           specifics of the contract language, other than to say
                           that we're very comfortable signing it. It's not
                           anything that would give us pause, based on long
                           experience of working with telephone companies.


Moderator                  We'll go to the line of Chris Lytle with Don Levin
                           Company. Please go ahead.


C. Lytle                   Just a question. Is it your understanding that
                           Verizon is going to be focused more on the buried
                           plant installations or the above ground installations
                           in the start-up of the build?



                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 I think they publicly disclosed that they're serious
                           about working on both. Historically, Verizon has done
                           the majority of their aerial construction with their
                           own employees. They're very capable of jumping on
                           that. We're going to be very active on the buried
                           construction side.


Moderator                  We do have a follow-up from Alan Mitrani. Please go
                           ahead.


A. Mitrani                 Dick, can you just give us a little more detail on
                           some customers? I saw Charter's capex in the quarter
                           really jumped in their calendar fourth quarter, and
                           they're indicating they need to spend a lot or they
                           lose basic subs. I saw they didn't make your top
                           five. Can you give us what Charter was in the
                           quarter, as well as Direct TV?


S. Nielsen                 They were number six. Basically, Alan, they were
                           3.5%, which is a little more than a year ago,
                           although our revenue is up 43%. I guess you could
                           figure out how much they increased in the quarter.


A. Mitrani                 It keeps going up, it seems. You expect them to
                           continue to go up this coming year.



                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 They are spending lots of time on the new build and
                           betterment side of their business and we see
                           opportunities there. Also, they're doing some things
                           on the installation side. They seem to be proactive
                           in bettering the way they operate the business.


A. Mitrani                 Dick, if you could round out with Direct TV and
                           Alltel, if you don't mind?


R. Dunn                    Well, we go to seven, I guess for Direct TV at 2.99%.


A. Mitrani                 Alltel?


R. Dunn                    Number eight at 2.5%.


S. Nielsen                 Alan, Direct TV was down from 9.4% last year.


A. Mitrani                 That's because you exited some contracts, correct?


S. Nielsen                 Right. That's all organic offset.


A. Mitrani                 I have a couple of questions on this Verizon deal,
                           but I want to focus on Comcast a bit. The weather in
                           the calendar fourth quarter was pretty



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                           good, January looked bad. Your revenues were not down
                           nearly as much, sequentially, from Comcast, about 13%
                           relative to what Comcast capex was sequentially, 18%.
                           Can you give us a sense as to what you think Comcast,
                           how much it's going to be down for calendar '04
                           versus calendar '03, given their rhetoric that their
                           upgrade cycle is mostly done and they're just trying
                           to finish up a bunch of cities?


S. Nielsen                 I think there is a couple of things, Alan. We haven't
                           provided guidance out past the fourth quarter. We're
                           not going to comment on the calendar year, other than
                           to say that Comcast continues to indicate that
                           they're going to be substantially complete by
                           mid-year.

                           The other thing is that we are on the locating side
                           of the business. With some of these new build
                           betterment contracts, there is a recurring piece of
                           that business that may not be as sensitive to their
                           overall capex number. That's part of the impact that
                           you see in the second quarter.


A. Mitrani                 Then on Verizon again. I'm trying to reconcile a
                           little bit. I'm hearing, obviously, the job is going
                           to be pretty good. If I run through a million homes
                           and I realize they're not necessarily going to hit a
                           million homes and I have to assume a certain
                           percentage. If Verizon ramps the way you



                                                          DYCOM INDUSTRIES, INC.
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                           expect it and hopefully the way they expect it or
                           they've said, your fourth quarter numbers and the
                           second half of '04 numbers should be substantially
                           higher than what you're saying, unless the rest of
                           your business is really going to come down. I'm
                           trying to reconcile with what I know about how big
                           this contract is or my assumptions are versus your
                           conservatism. Can you just help me out there?


S. Nielsen                 It's going to be a large project, but we want to
                           make sure that we understand exactly what the
                           magnitude of the project is. It's been a very
                           detailed process and some of the numbers have changed
                           over time, and we just want to make sure that when we
                           commit, that we understand. It also included some
                           engineering phases as part of the tasks and those may
                           be self-performed by Verizon. We're happy to do them,
                           if they want us to, but they may choose to do them
                           themselves. That's not a major portion of the revenue
                           opportunity, but it is some volatility in coming up
                           with an estimate. It's a large project.


A. Mitrani                 Can I assume that if other contractors have to come
                           to you, then this contract is a little bigger than
                           your guidance, potentially?




                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 No. Our guidance is our best expectation, given what
                           we know today. As that changes, we will update it.


A. Mitrani                 Do you expect Verizon to make your top five next
                           fiscal year?


S. Nielsen                 Clearly.


A. Mitrani                 Lastly, you had talked about the acquired properties
                           that you bought to have higher margins, probably over
                           time a bit, than your existing business as you
                           integrate it and as you start going through their
                           markets. It sounds like your answer to Steve's
                           question in the beginning was, initially you just got
                           you it. As you work through it, we could see a couple
                           of quarters where the margins are much higher as we
                           get to seasonally stronger quarters. Is that the way
                           it's likely going to play out as you integrate them
                           and as you start bidding and put the Dycom model into
                           them?


S. Nielsen                 I think there are a couple of things. One, both were
                           large businesses, particularly UtiliQuest. The EBITDA
                           margin expectation that we set was that we would be
                           at the average or higher and we don't see any
                           indication that that's not going to be the case.
                           We're enthusiastic about what these acquisitions
                           provide to us in terms of both growth and margin
                           expansion.



                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
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                           It may only be the bottom of the second inning, but
                           so far we haven't had any strikeouts.



A. Mitrani                 Dick, I missed what percentage Qwest was in the
                           quarter. Was it 5.9%?


R. Dunn                    Yes, that's it.


Moderator                  We do have a follow-up from Toby Sommer. Please go
                           ahead.


T. Sommer                  I was curious what you think the other RBOC's,
                           particularly Bell South, who has historically been a
                           good customer, what their plans are for
                           Fiber-in-the-Home and if you see that spreading among
                           the other RBOC's; or do you think some of them may
                           take a wait and see attitude and see how the first
                           leg of Verizon's project goes?


S. Nielsen                 In Bell South's case, they have the largest install
                           base of Fiber-to-the-Curb, I believe, of any of the
                           major carriers in the country. I think they are still
                           working through some regulatory issues, as to whether
                           Fiber-to-the-Curb is the regulatory equivalent of
                           Fiber-to-the-Premise. Once they resolve those issues,
                           Bell South has always been at the forefront of
                           deploying new network technologies and we don't see
                           any reason to



                                                          DYCOM INDUSTRIES, INC.
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                           expect that they're going to fall very far behind on
                           this one once they get comfortable with the
                           regulatory environment so that they can earn a return
                           on their investments.


T. Sommer                  Would you put Qwest and Alltel in the same category?


S. Nielsen                 Yes. Qwest has not indicated that they are going to
                           participate at this point with any
                           Fiber-to-the-Premise. Alltel is in a little more
                           rural environment, so I don't think that they have
                           any plans at this point.

                           Certainly, we do some business for SBC and they are
                           also a participant, along with Verizon and Bell South
                           in the technology portion of the Fiber-to-the-Premise
                           procurement process. They certainly have shown
                           interest, if not for overlay, certainly for
                           Greenfield environments.


Moderator                  We have a follow-up question from Alex Rygiel. Please
                           go ahead.


A. Rygiel                  Steve, what percent of your revenues from Comcast are
                           what you would classify as reoccurring?



                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 The locate business, this new build betterment work,
                           some of the minor construction activities, it could
                           be $10 million to $15 million a quarter. Hopefully,
                           we're trying to grow that business as we've talked
                           about previously.


A. Rygiel                  Could you generally speak about the directions of
                           your gross margins over the next 12 to 24 months,
                           taking into consideration the Verizon FTTP work?


S. Nielsen                 Alex, it's interesting. We're probably in about the
                           same position we were a year ago with a significant
                           amount of work coming from an existing customer, but
                           with a new opportunity. We're not going to speculate,
                           other than what our general trend line has been with
                           gross margins that it's going to be any stronger than
                           that until we get farther into the project. Our first
                           focus is creating value for the customer and getting
                           the project going. We're confident that if we do
                           that, that we'll earn satisfactory returns for the
                           shareholders.


A. Rygiel                  Given that you mentioned that you feel comfortable
                           that you've been awarded a number of the nine states
                           that they're looking to be active in,



                                                          DYCOM INDUSTRIES, INC.
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                           are the remaining states still available
                           opportunities for you or have they been pulled off
                           the table?


S. Nielsen                 All I can say is, of the nine states, we will be
                           participating in a substantial number. That's for
                           Verizon to comment, as to what their plans are for
                           the balance, not for us.


Moderator                  We have a question from Rick Grubbs with Kaufman
                           Brothers. Please go ahead.

R. Grubbs                  My question just concerns what you can talk about
                           regarding the structure of the contract with Verizon.
                           I hate to beat that too much, but just interested in
                           the comment you made about Dycom being in the drivers
                           seat in the sense of ...

S. Nielsen                 I don't remember saying that.

R. Grubbs                  ... I guess what I'm looking for is other vendors,
                           perhaps, getting some direction from you guys on
                           coordinating this effort. Is that the way I heard
                           that or did I understand it ... ?




                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 No. What we said is we felt like we needed to make an
                           announcement because as part of the award process,
                           some of the other potential participants had been
                           notified that they were not going to directly
                           participate, but that if they'd like to continue to
                           contact us. We've received several calls.


R. Grubbs                  They would operate in the fashion, the subcontractor?


S. Nielsen                 At this point, if we choose to go that way that would
                           be the relationship.


Moderator                  We have a follow-up from Alan Mitrani. Please go
                           ahead.


A. Mitrani                 Depreciation and amortization about $11 million this
                           quarter. Dick, can you give us your sense, as to what
                           D&A is going to be on our annual basis? I realize due
                           to the acquired properties and also there may have
                           been some purchase accounting adjustments for
                           something, can you just help us out there for
                           percentage of revenues or what dollar amounts should
                           we look at?


R. Dunn                    We see that run rate continuing through the remainder
                           of the year.



                                                          DYCOM INDUSTRIES, INC.
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A. Mitrani                 The run rate of about $11 million a quarter?


R. Dunn                    Right.


S. Nielsen                 Yes. There is some intangibles amortization that's
                           new to the income statement, as well as a result of
                           the acquisitions.


A. Mitrani                 Also, capex continues to be pretty low, about $19
                           million last year, maybe $25 million for the calendar
                           year, roughly. Can you give us a sense of what
                           calendar '04 is going to look like on a gross capex
                           basis?


S. Nielsen                 I think it's probably $20 million to $25 million with
                           an upward bias as we get busier, which is a good
                           thing.

A. Mitrani                 Lastly, you guys paid off, it seems, almost 25% to
                           30% of the deal costs with only two months of having
                           this deal done. What's your outlook, as it relates to
                           the use of cash, given interest rates really being at
                           historic lows? Are you done making deals for the next
                           six to twelve months, or are you going to pay down
                           the debt quickly? Can you talk about uses of cash?




                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 Certainly, we're going to have some working capital
                           needs as we ramp up on the Fiber-to-the-Premise
                           project, so we certainly have that. We talked a
                           little bit about our capex needs. As always, we're
                           going to be looking for strategic opportunities when
                           we see the right target and the right set of
                           customers.


A. Mitrani                 Once you've integrated the acquisitions, do you
                           expect consolidated DSO's to come down as you shift
                           towards the telco customers, which can help support
                           some of that increased working capital needs?


S. Nielsen                 The acquired companies both had lower DSO's than our
                           average. As we get full quarter results, we'll
                           certainly have some DSO impact there. It's hard to
                           speculate on the exact DSO profile for the new
                           opportunity because we haven't done any billing yet,
                           but we would expect generally that that would be in
                           line or a little better.


A. Mitrani                 Lastly, I haven't heard you speak of James Cable in
                           years. Can you tell us, were they a meaningful
                           customer in the quarter? What percentage of revenues?
                           How big can this contract be over time?



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S. Nielsen                 It's a significant $5 million to $10 million
                           contract. It's a customer that we've done work for on
                           and off. They're primarily a rural cable provider in
                           the Southeast and Southwest. As the larger MSO's
                           continue to work through their upgrades, there are
                           other opportunities with some of the rural providers.


A. Mitrani                 In response to your answer to someone else's question
                           regarding the other RBOC's Fiber-to-the-Premise or
                           Fiber-to-the-Home initiatives, obviously Bell South
                           and SBC have been a little slow dragging their feet,
                           Verizon has taken the lead. It seems like SBC will
                           likely be next. Can you talk to us about the
                           opportunities in terms of, if you're working for
                           Verizon and you're doing all of this work, could you
                           possibly still bid on other Fiber-to-the-Premise
                           opportunities? Does this preclude you from looking at
                           the other RBOC's and what's your outlook there?


S. Nielsen                 Our first focus is going to be to start the job and
                           do a good job for Verizon and build our value there.
                           To the extent that there are other opportunities, as
                           long as we're doing what we need to for Verizon and
                           they're comfortable, then we'll leverage that.



                                                          DYCOM INDUSTRIES, INC.
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                           Our focus right now, unlike Wall Street, which is
                           always thinking two moves ahead, is we need to do a
                           good job with what we've got in hand. This has been
                           a long process. We've spent a lot of work on it.
                           We've had a good working relationship with the
                           customer and we want to take that right out of the
                           RFP process and put it into the field and start
                           getting some conduit into the ground.


A. Mitrani                 Was my understanding this Verizon contract, obviously
                           this is not just a one-year contract, this is a
                           multi-year contract you're going to sign, right?


S. Nielsen                 The expectation is for a five-year agreement, which
                           is similar to what I understand they've issued to
                           other equipment suppliers.


A. Mitrani                 If that's the case, the amount goes up in the
                           subsequent years, as they get further along? It
                           doesn't start at peak and stay with peak. It starts
                           low and moves up. Is that a good understanding of it?

S. Nielsen                 As I understand what's been publicly disclosed by
                           Verizon and the equipment vendors is that there is a
                           bias that successful deployment will generate an
                           increase in the out years.




                                                          DYCOM INDUSTRIES, INC.
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Moderator                  We do have a follow-up from Alex Rygiel. Please go
                           ahead.


A. Rygiel                  Steve, are you working with SBC in any markets right
                           now? Are you working with SBC in Wisconsin where
                           they're trailing a Fiber-to-the-Premise network?


S. Nielsen                 We are not working in Wisconsin that I'm aware of. We
                           do some construction work for them in the Missouri,
                           Kansas area. We do locates for them in Texas and one
                           or two other locations as needed, but we certainly
                           understand who the customer is and how to speak with
                           them. They have historically used smaller vendors,
                           not unlike what historically Verizon has done.


Moderator                  We do have a question from the line of John Frank
                           with Miller Asset Management. Please go ahead.


J. Frank                   If you could just share some of the drivers that lead
                           to Verizon's decision to go with you guys. Is it
                           their relationship with you; your experience with the
                           technology; your geographic footprint relative to the
                           nine states? Just any type of color please.



                                                          DYCOM INDUSTRIES, INC.
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S. Nielsen                 I really think that that's a question for Verizon to
                           answer. What we presented to them and what we thought
                           was important was that we have lots of experience in
                           large deployments, arising both from the telephone
                           and the cable industries. The magnitude of the
                           opportunity was something that we've been through
                           before and we've to some good experience.

                           We have a large geographic footprint. I think we're
                           in 44 or 45 states, had a presence in each one of the
                           markets that they identified initially. We had pretty
                           good experience, even on a county-by-county basis, as
                           to what the conditions would be. Generally, we just
                           did our best to present our ability to help them be a
                           success because at the end of the day, for us to be
                           successful, our customers need to be.


Moderator                  Mr. Nielsen, there are no further questions in queue.


S. Nielsen                 Thanks, John. We appreciate everybody's time and
                           attention today. We look forward to speaking with you
                           on our next conference call. Thank you.


Moderator                  Ladies and gentlemen, that does conclude your
                           conference for today. Thank you for your
                           participation and you may now disconnect.