DYCOM INDUSTRIES INC — Director's Dealing 2008

Apr 8, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2008-04-04

Reporting Person: DUNN RICHARD L (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-04	Common Stock	F	2030	$13.51	Disposed	15465	Direct
2008-04-04	Common Stock	A	4367	—	Acquired	19832	Direct
2008-04-04	Common Stock	F	1155	$13.51	Disposed	18677	Direct
2008-04-04	Common Stock	A	5354	—	Acquired	24031	Direct
2008-04-04	Common Stock	F	1416	$13.51	Disposed	22615	Direct

Footnotes

F1: Performance based restricted stock units were awarded under the Dycom Industries, Inc. 2003 Long-Term Incentive Plan in December 2006. These shares vested on April 4, 2008 in conjunction with a Separation Agreement.

F2: Performance based restricted stock units were awarded under the Dycom Industries, Inc. 2003 Long-Term Incentive Plan in December 2007. These shares vested on April 4, 2008 in conjunction with a Separation Agreement.

F3: No consideration was paid for the common stock.