DYCOM INDUSTRIES INC — Director's Dealing 2008

Oct 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2008-10-24

Reporting Person: NIELSEN STEVEN E (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-24	Common Stock	A	3363	—	Acquired	457388	Direct

Footnotes

F1: Shares were awarded, subject to attaining applicable performance goals, under the Dycom Industries, Inc. 2003 Long-Term Incentive Plan in October 2007. These shares vested on October 24, 2008 based on the satisfaction of the pre-established performance measures set forth in the award documents; which are based on operating earnings before asset impairment and performance unit or performance share compensation and the operating cash flow ratio.

F2: No consideration was paid for the shares.