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<TYPE>EX-99.1
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<FILENAME>ex99-1.txt
<DESCRIPTION>TRANSCRIPT OF CONFERENCE CALL
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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 1






                             DYCOM INDUSTRIES, INC.

                                December 9, 2003
                                  8:00 a.m. CST



Moderator                  Good morning, ladies and gentlemen, and thank you for
                           standing by. Welcome to the Dycom Recent Acquisitions
                           conference call. At this time all participants are in
                           a listen-only mode. Later we will conduct a question
                           and answer session with instructions being given at
                           that time. As a reminder, this conference is being
                           recorded.

                           I would now like to turn the conference over to our
                           host, President and CEO, Mr. Steven Nielsen. Please
                           go ahead.

S. Nielsen                 Good morning, everyone. I'd like to thank you
                           for attending our acquisition review and updated
                           outlook conference call. With me we have in
                           attendance Richard Dunn, our Chief Financial Officer,
                           and Mike Miller, our General Counsel.

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

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 2


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

S. Nielsen                 Thanks, Mike.  Yesterday after the markets closed we
                           issued a press release updating our outlook for the
                           second and third quarters of our fiscal 2004.
                           Previously on November 25th we announced the closing
                           of the purchase of substantially all of the assets of
                           First South Utility Construction. On December 3rd we
                           announced the closing of a merger with UtiliQuest
                           Holdings whereby UtiliQuest became a wholly owned
                           subsidiary of Dycom.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 3

                           The purpose of this call is to provide additional
                           information regarding both acquisitions and to update
                           our outlook. First South Utility Construction is
                           headquartered in Greensboro, North Carolina and
                           provides outside plant construction and engineering
                           services to telecommunications providers throughout
                           the eastern United States. The acquisition of
                           substantially all of its assets has enhanced our
                           scale and increased both our customer diversification
                           and penetration.

                           We expect the acquisition to yield obvious synergies
                           and present margin expansion opportunities. First
                           South currently employs 380 and is expected to
                           generate $42 to $47 million in annual revenues. Due
                           to its geographic location, it fits naturally within
                           our current southeast operations and expands our
                           already leading capabilities in that crucial regional
                           market. It increases our exposure to telephone
                           company capital expenditures and an upturn in the
                           general economy.

                           First South provides master contract services to Bell
                           South in Statesville, North Carolina; Asheville,
                           North Carolina; Charleston, South Carolina;
                           Orangeburg-Aiken, South Carolina; Athens, Georgia;
                           Huntsville-Decatur, Alabama; and North Nashville,
                           Tennessee. In addition, it provides master

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 4

                           contract services to CenturyTel in North Alabama and
                           Tennessee; TDS Telecom in Tennessee; and for AT&T,
                           right of way and design services.

                           While Dycom has occasionally worked for CenturyTel,
                           TDS, and AT&T, these contracts are our first
                           substantial contracts for these customers. Finally,
                           First South possesses a long history of working for
                           several rural RUS-type telephone providers. Given its
                           overlap with our current subsidiary operations, First
                           South is in the process of being completely folded
                           into two existing Dycom subsidiaries.

                           Integration is well advanced and we anticipate the
                           elimination of significant amounts of duplicative
                           overhead and the generation of meaningful cost
                           synergies. Upon completion of the integration, we
                           expect cash flow margins from operating activities,
                           which equal or exceed current Dycom cash flow
                           margins. We anticipate that the acquisition will be
                           accretive no later than our April quarter. First
                           South's acquisition presents significant strategic
                           benefits and has been well received by our joint
                           customers and employees.

                           UtiliQuest is headquartered in Atlanta, Georgia and
                           provides underground utility locating services
                           throughout the country. It is generally viewed as

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 5

                           the largest locating firm in the United States. The
                           acquisition of UtiliQuest has enhanced our scale,
                           provided significant product line and customer
                           diversification, and expanded our geographic
                           footprint. We expect the acquisition to yield
                           synergies and present margin expansion opportunities.

                           UtiliQuest currently has over 1,900 employees and
                           generates approximately $135 million in annual
                           revenues. UtiliQuest in conjunction with our existing
                           locating operations possess unparalleled scale
                           capability and resources to serve our customers. It
                           dramatically increases our exposure to routine and
                           recurring maintenance expenditures by our customers
                           and positions Dycom to broadly benefit from an upturn
                           in general economic activity.

                           UtiliQuest's leading customers include Bell South,
                           Verizon, Qwest, Comcast, Washington Gas Light,
                           Encore, Southern Cal Edison, Baltimore Gas and
                           Electric, Virginia Power, Adelphia, and Time Warner.
                           It has a strong geographic presence in the mid
                           Atlantic, southeast, Texas, Colorado, and California.
                           Given its operational overlap with one of our
                           locating operations, UtiliQuest will be combined
                           administratively with an existing Dycom subsidiary.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 6

                           Integration is ongoing and we, again, anticipate the
                           elimination of significant amounts of duplicative
                           overhead and meaningful cost synergies. Upon
                           completion of the integration, we expect cash flow
                           margins from operating activities, which equal or
                           exceed current Dycom cash flow margins, although we
                           expect those margins will be seasonally stronger from
                           April through October each year.

                           We anticipate that the acquisition will be accretive
                           no later than our April quarter. The UtiliQuest
                           acquisition strategically positions Dycom to uniquely
                           benefit from a general economic upturn, any increase
                           in overall excavation activity, including any
                           activity arising from fiber to the premise
                           initiatives, and dramatically increases the portion
                           of Dycom's revenue driven by routine and recurring
                           expenditures by our customers. It has been well
                           received by our joint customers and employees.

                           Subsequent to the closing of these acquisitions we
                           have discussed today, we have updated our outlook as
                           follows. For the second quarter of fiscal 2004 we
                           anticipate earnings per share of $0.14 to $0.18 on
                           revenues of $170 to $185 million. This outlook
                           anticipates a growing economy in the U.S., normal but
                           not especially difficult seasonal weather, continued
                           spending by Comcast on its acquired systems, firming
                           seasonal demand

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 7

                           from our telephone customers, and acquisition
                           integration that proceeds uneventfully.

                           Looking beyond the second quarter, we anticipate
                           earnings per share of $0.18 to $0.23 per share on
                           revenues of $180 to $195 million for the third
                           quarter of fiscal 2004. This expectation is based
                           upon the continued impact of those factors cited for
                           the second quarter, along with prudent caution
                           regarding the sustainable direction of intermediate
                           capital spending, particularly by telephone
                           companies, and an appropriate recognition of
                           Comcast's plans to substantially complete its AT&T
                           Broadband upgrade midway through calendar year 2004.

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

Moderator                  That will come from the line of Mark Hughes with
                           Suntrust Robinson. Please go ahead.

M. Hughes                  I have a question for you regarding your revenue mix
                           going-forward with these acquisitions. What will the
                           composition be between telco, cable, and locating
                           services? Then I've also seen a little bit more in
                           the press recently regarding Time Warner and its
                           Internet telephony initiative. You

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 8

                           may have touched on this in prior calls, but I was
                           wondering if you could give us an update in what your
                           thoughts are regarding that and any potential
                           competitive response from the ILECs. Thank you.

S. Nielsen                 You know, we're going to give you some ranges,
                           because these are pro forma kind of going forward for
                           future activity, but it looks like telecom will stay
                           kind of in the mid 30% of our business, cable about
                           40%, and locating in the kind of low to mid 20%,
                           probably in the low 20% with 4% for other. So, that's
                           how we anticipate it shifting. In terms of voice-over
                           IP, I think, there are two potential opportunities
                           there clearly, as Time Warner and others roll out
                           that service.

                           That makes the capabilities of their networks that
                           much more important to them, so we think that there
                           may be some opportunities in perhaps a little bit of
                           increased cap ex, as well as even more focus on
                           maintenance expenditures to keep the network up and
                           that furthermore it seems clear to us that all of the
                           telephone companies are trying to develop strategies
                           that truly get to the video, voice, and data offering
                           that the cable operators seem about to roll out
                           through voice-over IP.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                          Page 9

Moderator                  Our next question comes from the line of Steven Fox
                           with Merrill Lynch. Please go ahead.

S. Fox                     Good morning. Could you be a little bit more specific
                           about the acquisitions in terms of the accretion
                           level and the level of sales you expect? What type of
                           seasonality is there as you head into the April
                           quarter?

S. Nielsen                 I think that the seasonality in the locate business
                           is as we said, kind of the strong months are kind of
                           April through October, sometimes into early November
                           just with the excavating season being substantially
                           stronger in that period. In terms of the revenue, I
                           don't have it. We haven't quantified it, Steve, but I
                           would think that if those months represent
                           seven-twelfths of the year, they might be
                           eight-twelfths of the revenue perhaps. Does that
                           sound reasonable, Dick, because there is that kind of
                           seasonality in the business. Is that helpful?

S. Fox                     A little bit. Can I sort of throw out a couple of
                           numbers? It sounds like you probably have almost
                           two-thirds of a quarter from these two acquisitions
                           in this quarter. Does that mean you're roughly
                           looking at about $25 million in sales from the two
                           deals? Then, next quarter if there

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 10

                           is a little bit of seasonality by April, are we
                           around $40 million at least in revenue?

S. Nielsen                 I think you're close. You may be a little bit high on
                           the third quarter, because really the season around
                           the country really doesn't start until the first week
                           of April.

S. Fox                     Then, last quarter, what are we talking about in
                           terms of accretion in April? Is it one cent to $0.03
                           type of number, or how should we look at this?

S. Nielsen                 I mean, I think, we're hopeful that it's in that
                           range. It may be, I think that's about the right
                           range. I mean, because we've got both integration and
                           the winter to think about, but, I think, that's
                           probably a reasonable number. Dick.

R. Dunn                    Yes. I think that's ...

S. Nielsen                 Yes. That's a pretty good estimate, Steve.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 11


Moderator                  Next we'll go to the line of Alex Rygiel with
                           Friedman Billings. Please go ahead.

A. Rygiel                  Steve, circling back to the two acquisitions and
                           their top one or two customers. Can you break out
                           what percent of revenue Bell South was for
                           UtiliQuest, as well as for First South utility?

S. Nielsen                 Yes. We'll give you ranges, Alex, but First South was
                           in the mid-40% of that run rate that we gave you. We
                           think that's going to be where it will be for the
                           next 12 months. Then for UtiliQuest it was in the
                           neighborhood of $18 to $20 million is where we think
                           that's going to be. So that's growth, you know, that
                           stability on the telecom side comes in part from
                           expanding our presence with Bell South.

A. Rygiel                  I'm sorry. Just to circle back, First South, 45% of
                           revenues comes from Bell South?

S. Nielsen                 Yes.  Let's call it $20 to $21 million.

A. Rygiel                  And for UtiliQuest it's $18 to $20 million on a
                           full-year basis?

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 12


S. Nielsen                 Yes.

A. Rygiel                  Did these acquisitions bring any backlog with them
                           and, if so, what's your restated backlog?

S. Nielsen                 The backlog, and we're still working through it to
                           make sure that it conforms exactly to our accounting
                           practices, but it should be in excess of $250 million
                           between the two businesses.

A. Rygiel                  That's in total, correct, not necessarily what's
                           going to be performed over the next 12 months?

S. Nielsen                 That's in total.

A. Rygiel                  When you look at your utility locating business, how
                           do you forecast that business? I mean, what's the one
                           key driver that you look at? Is it new residential
                           home construction? Is it the overall economy? How do
                           you forecast that business from the bottom up?

S. Nielsen                 Well, I think, there is two pieces of which you hit
                           on. I mean, one is residential activity, but don't
                           forget that that's got to be market specific.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 13

                           We don't have a major presence, for example, in the
                           upper Midwest and so to whatever degree that's a
                           contributor to overall activity it doesn't impact the
                           business. So you've got to pay attention to kind of
                           the regional residential housing starts where we do
                           provide services.

                           I think, in addition to that, there is a pretty good
                           correlation over the last ten years to just general
                           economic growth, because this is a business that
                           although we're working for utilities, the locate
                           requests are driven by very simple things. I mean, it
                           could be a landscaper. It could be somebody putting a
                           mailbox in. It could be somebody putting a building
                           addition on.

                           So, I think, there is a pretty good correlation or at
                           least directionally a correlation with general
                           economic activity. I think, thirdly, this is an
                           outsource business and so you look to where the
                           utilities are in terms of how busy they are with
                           their own programs or what their desire would be to
                           outsource an activity. That generally, once again,
                           correlates with how the overall economy is doing.

A. Rygiel                  When you look at your revenue base on a pro forma
                           basis, can you give us a sense as to what the mix is
                           geographically, northeast, mid-Atlantic, southeast,
                           and so on.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 14

S. Nielsen                 We can give it to you directionally. The UtiliQuest
                           business has a strong presence in the Washington to
                           Baltimore corridor where we essentially have limited
                           presence, except on the cable construction side. So
                           you'll see states like Maryland that are pretty
                           sizeable, Colorado, California, Texas, then a pretty
                           good presence in North Carolina; and Virginia also is
                           a large state.

A. Rygiel                  With regards to Comcast, can you give us an update as
                           to where that business stands long-term understanding
                           that you, I believe, were looking to capture maybe a
                           little bit more market share inside Comcast as it
                           looks to create sort of an MSA model for ongoing
                           maintenance longer-term.

S. Nielsen                 I mean, I think, that's still to be determined, Alex.
                           They're still working on it and we're seeing
                           opportunities on that all the time, but we're still
                           forecasting taking a conservative position with
                           regards to that new business that we'll talk about it
                           when it happens.

A. Rygiel                  Based upon your early estimates, when that business
                           comes to an end in mid '04, calendar '04 some time,
                           what do you think your annual run rate revenue stream
                           for Comcast will be?

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 15

S. Nielsen                 I mean, I think, there is $15 to $20 million of
                           business there that we do probably all the time. Now
                           once again, this is a service business, so that's
                           only as good as how we do today. But we think on kind
                           of a recurring basis that would be a good expectation
                           with hopefully some upside.

A. Rygiel                  And that's on an annual basis?

S. Nielson                 No. I think that's quarterly.

A. Rygiel                  Thank you.

Moderator                  Next we will hear from the line of Barry Posternak
                           with Kensico. Please go ahead.

B. Posternak               Good morning. Just looking at your revenue
                           guidance for Q3 '04, I wanted to make sure I
                           understood it. If I take like the midpoint of the
                           guidance and back out acquired revenue of roughly $40
                           million, I get up about mid-single digits
                           year-over-year on the base business. Is that about
                           the ballpark?

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 16

S. Nielsen                 I think the $40 million may be a little bit high, but
                           that's probably close. As we said in the comments,
                           we've seen some good general improvement in telco
                           spending, but next year is a new budget year and we
                           want to be cautious until we see some more about
                           where their announced capital budgets are for next
                           year.

B. Posternak               Is the seasonality that you've built into that
                           forecast for the third quarter in terms of the
                           weather similar to what was the case in the prior
                           year?

S. Nielsen                 Yes. I think that's about right. I mean, we have not
                           changed expectation significantly from last year.

B. Posternak               Is the Comcast, as you said, they're planning to be
                           substantially complete by mid-year '04. So for your
                           July quarter, is the mid-year kind of precise enough
                           that it would be like you'd have two months of
                           revenue through June and then you'd see a big decline
                           in July?

S. Nielsen                 I don't think there is that element of precision,
                           because we're working on multiple projects, some of
                           which that still have calendar year-end objectives
                           that may not be directly related to the AT&T upgrade,
                           but are,

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 17

                           you know, just part of their residual upgrade
                           activity. So I don't know that you can look at it
                           with that kind of precision.

B. Posternak               Would they be, do you think, going full board through
                           June at a high rate or would it be where as they get
                           closer to finish that their spending would be kind of
                           declining?

S. Nielsen                 I think to the extent that they need to spend to
                           maintain their commitment on schedule, I mean,
                           they're going to do that. So I don't think they're
                           going to slow down if it imperils the schedule. But
                           assuming that they're hitting their schedules, I
                           think that prudently projects will close on a
                           rational basis. They won't run them all until a
                           Friday and just say you're done. I mean that's not
                           the way these projects work.

B. Posternak               So as projects gets closed in '04, kind of the
                           revenue would kind of trend down?

S. Nielsen                 Yes. I think so. I mean we've talked about it before.
                           Having customer rotation in our business is something
                           that we've been dealing with for a long time and we
                           see opportunities with Comcast. Nothing is
                           guaranteed. We've got to execute to get there. But we
                           think that with the general

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 18


                           upturn in the economic environment that we will see
                           opportunities as we have in the past as when we've
                           had customers go through cycles of spending.

Moderator                  Next, we'll hear from the line of Alan Mitrani with
                           Copper Beech.  Please go ahead.

A. Mitrani                 Can you talk about the capital spending budget, your
                           spend? I mean, I guess, it's harder to look on a
                           fiscal year basis, but if you can just give us a
                           sense?

S. Nielsen                 I think incrementally, Alan, it would pick up kind of
                           at a run rate basis in kind of the $5 to $6 million
                           range.

A. Mitrani                 Do you look at it as $5 to $6 million off of a base
                           of $175 and acquired revenues. Do you only think you
                           need 3% of revenues for capital?

S. Nielsen                 The locate business is less capital intensive per
                           employee than our average business mix. So, we think,
                           you know, there may be a little bit more, but it's
                           not going to be substantially more.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 19

A. Mitrani                 So you know you have to revalue the assets when you
                           buy it. can you give us a sense as to how much D&A is
                           going up on a quarterly basis or annual basis?

S. Nielsen                 Yes. We're still in the process of doing that. I
                           don't, when you say up, up from standalone Dycom?

A. Mitrani                 Yes. Obviously.

S. Nielsen                 Dick.

R. Dunn                    Let's see. Alan, there are a couple of factors that
                           we're working with and that's the intangibles and the
                           depreciation numbers. So, ...

S. Nielsen                 I think we can give some depreciation guidance. I
                           think we're in the neighborhood of $7 or $8 million.

A. Mitrani                 This is annual, correct?

R. Dunn                    That's correct.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 20

S. Nielsen                 Annualized.

A. Mitrani                 Also, I saw in looking at the Q that came out it
                           seems like it says you drew down about $85 million
                           off of your $200 million revolver to pay for the
                           deal. Last time I looked you had about $150 million
                           of cash on the books. So the total amount you paid
                           for the deals was $150, correct, in cash?

S. Nielsen                 No. The total we paid was $120 on one and $50 on the
                           other. We acquired some working capital, too.

A. Mitrani                 Okay. So if you take the $170 and drew down $85
                           million, it means you roughly used $85 million of
                           your own cash, plus $85 million of your revolver and
                           the working capital I saw you did something like $6
                           to $9 million, something like that.

R. Dunn                    That we purchased?

A. Mitrani                 Yes.

R. Dunn                    Yes. There was some excess working capital, Alan, so
                           about closer to $9.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 21

A. Mitrani                 My point is you still have a lot of cash left on your
                           balance sheet.

S. Nielsen                 Yes. I mean our view on the borrowing is that our
                           incremental cost to borrow was so low, Alan, that we
                           felt comfortable with a little bit of interest
                           expense that, you know, we might have been able to
                           cut it closer, but we still see some opportunity out
                           there both in our own business and potentially
                           externally. We wanted to have some cash around.

A. Mitrani                 So you're not done making acquisitions over the next
                           year?

S. Nielsen                 Well, we're opportunistic. They've got to make sense
                           and be accretive to our shareholders, but our view is
                           that the economy is in a recovery mode and that
                           that's a good time to be looking at acquisitions, but
                           they still have to make sense.

A. Mitrani                 Also, as you were telling Alex, it seems like Bell
                           South is the largest customer of the combined
                           companies that you bought. Is that correct?

S. Nielsen                 Yes. That's actually true in both cases.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 22

A. Mitrani                 Can you give us maybe a couple of the other customers
                           in terms of percentages, what that does, specifically
                           Comcast and a couple of the other telco companies? I
                           mean, you mentioned Verizon as a customer.
                           Historically, that hasn't been a very large customer
                           of yours, at least the last few years. Just talk a
                           bit more about customer mix or what percentage of
                           revenues goes to different customers.

S. Nielsen                 Yes. Once again, these are pro forma numbers, so it's
                           hard to tie these things down, you know, with a lot
                           of precision, but you'll see Verizon being a customer
                           on a combined basis of probably in the neighborhood
                           of 2% or 3%, kind of $15 to $16 million.

                           Then Qwest will grow through the Colorado operations
                           primarily and then also Comcast, although that was a
                           much smaller customer of UtiliQuest. I think the
                           additional customers are with UtiliQuest on the
                           electric and gas utility side, which is some
                           diversification that we've not had, and then on the
                           First South side with CenturyTel and AT&T.

A. Mitrani                 Can you give us a sense as to how these acquisitions,
                           specifically UtiliQuest, can help your core business?
                           I mean, you mentioned some customers that you haven't
                           done business with historically. Maybe you

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 23


                           can get more construction work from them. But just in
                           general, do you see it raising the margins of your
                           current business?

S. Nielsen                 You know, there are always some scale synergies and
                           markets that we serve on a combined basis. So, for
                           example, in Atlanta we served Bell South both on the
                           construction side and on the locate side. That's a
                           Dycom operation that that relationship is a little
                           bit smoother. I don't know, Alan, that normally that
                           there would be a high correlation or a high level of
                           synergies.

                           On occasion in the past where we have done large
                           broadband deployments and we were the construction
                           and the locating entity, certainly that did give us
                           some opportunities to coordinate and create some
                           synergies there, because those types of deployments
                           of fiber cable create lots of locate requests. If you
                           can work together on that, it generally makes for a
                           much smoother service delivery to the customer.

A. Mitrani                 Just getting back to the balance sheet and the debt
                           level question. It's been a couple of years since
                           you've run with debt. Given where you said interest
                           rates, where clear interest rates are, you're only
                           paying a few percent for the debt.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 24

                           It seems like the right thing to do to lever up a
                           little bit and gain some share, and be able to buy
                           accretive, make some good acquisitions. Can you talk
                           about your tolerance for levering up the balance
                           sheet here given the acquisition outlook and the fact
                           that your competitors really are not in a position to
                           buy. Do you envision running with a permanent debt
                           level, even a low level for the next couple of years?

S. Nielsen                 Well, I think, Dick, our covenant is, what 2.25%
                           total debt to cash flow, so that obviously gives you
                           where we were comfortable in signing an agreement
                           with the banks, Alan. I think at this point given the
                           cost to debt and given some growth opportunities that
                           this is probably a time where debt can be cheaper
                           than any other financing option in this part of the
                           economic cycle.

A. Mitrani                 Okay. Then one last question; I'll get back in queue.
                           From Comcast, I just want to be clear. Have we seen
                           the peak in Comcast revenues from an absolute dollar
                           basis, which I guess would have come a couple of
                           quarters ago?

S. Nielsen                 Well, just barely a couple of quarters ago, because
                           the first and the fourth were essentially flat.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 25

A. Mitrani                 Right, $68 to $67 million.

S. Nielsen                 I think at this point given the trajectory of the
                           upgrade that we have at this point, now whether
                           that's the historical peak forever, you know, ask
                           that question in '98 and 2001. I would have said both
                           times that that was kind of a peak. In this
                           particular case given their current needs, I think
                           that's probably a safe assumption.

A. Mitrani                 Okay. So I'm just talking more from this upgrade. So
                           given the seasonality, obviously revenue should be
                           down in the next couple of quarters to Comcast. When
                           do you think it'll drop back down to call it the, I
                           don't know, $20 to $30 million range when it was four
                           to five quarters ago.

S. Nielsen                 You know, our sense is that they mean what they say,
                           when they'll be substantially complete by the middle
                           of the year. They're always going to have some
                           opportunities, which we'll have to compete for for
                           recurring business. But, I think, by the second half
                           of calendar '04 it will be more of kind of a steady
                           business.

A. Mitrani                 And you've modeled that into your expectations,
                           correct?

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 26

S. Nielsen                 Yes. I mean, I think, it's never good to not believe
                           what Comcast says, so we always take their
                           assumptions and build it into our forecast.

Moderator                  Next is a question from the line of Matthew Berg with
                           Laser Management. Please go ahead.

M. Berg                    Good morning, Gentlemen. This is Matthew Berg from
                           Laser Management. I just have a couple of questions.
                           I got on the call a little bit late. I know that the
                           first question was about voice-over IP and Time
                           Warner's initiative. I'm a little new to the story,
                           but could you just explain to me what kind of
                           spending the cable companies would make towards their
                           contractors, if they went through a voice-over IP
                           upgrade does it require laying new cable? What
                           exactly would the spend look like? Do you guys have
                           any sense of that?

S. Nielsen                 Yes. My comments are in general and not for any
                           specific customer, because they're all different. I
                           mean, obviously the voice-over IP requires some
                           equipment installation, so that that enables the
                           network to handle the voice traffic. We have done
                           some of that, although that has not been a big piece
                           of our business to this point. To the extent that you
                           put more traffic

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 27

                           on their networks, they've got to be able to run
                           their networks with a very clean signal.

                           So that may indicate that there might be some minor
                           incremental upgrade spending to support these
                           voice-over IP rollouts. Now that's a general
                           statement. It depends on when the particular cable
                           system was upgraded. Those systems may have been
                           upgraded to 750 eight or nine years ago; there may be
                           some greater potential there to kind of do a tune-up
                           to the system to enable a good rollout of voice-over
                           IP.

                           Those obviously, the Comcast is finishing up right
                           now. I think as part of their plans, they're doing it
                           with voice-over IP in mind right now. Then there is
                           an installation piece when you have to do the actual
                           equipment. That historically has not been a big piece
                           of our business, but at times we have also done that.
                           I think those are the direct opportunities.

                           The indirect opportunity is in our business
                           historically when competitive pressure between the
                           cable and the telco industries has increased, they
                           have generally had to compete through differentiating
                           their infrastructure, which they do through capital
                           spending. So to the extent that they can generate
                           some more revenue off their networks, they're just
                           prone to spend

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 28

                           a little bit more. Whichever industry is contending
                           with that competitive threat has to spend somewhere
                           also.

M. Berg                    That's a high-class problem for you all.

S. Nielsen                 Well, you know, it's been a long three years, but the
                           basic environment of kind of an action/reaction
                           dynamic between those two industries seems to me
                           looking out the next ten years to be as strong as
                           ever.

M. Berg                    Yes. It seems like you guys are positioned very well.
                           Any sense on how big the spend from cable TV on the
                           voice-over IP, what that could relate to in terms of
                           spending for the overall contracting?

S. Nielsen                 Yes. I think it's a little bit early, Matthew, just
                           because, you know, at this point Time Warner as I
                           read the article this morning has only really
                           substantially deployed itself in Portland, Maine.
                           When they get into their larger markets and see what
                           the take rates are, I think, it'll be much easier to
                           calibrate what that opportunity is.

M. Berg                    Then just one other question. We've had a couple of
                           days of pretty heavy snow in the northeast. I know it
                           hit the south a little bit. It seems to be

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 29

                           melting pretty quickly. But what impact will this
                           have on this quarter's operations?

S. Nielsen                 We forecasted seasonal weather. You know, one
                           snowstorm is certainly seasonal. Seventeen snow
                           storms or three weeks of snow isn't in the forecast.
                           So far we're well aware of what the weather has been
                           to date and that hasn't changed our expectation for
                           the current quarter.

M. Berg                    That's great. Thanks so much.

Moderator                  We have a follow-up from the line of Alan Mitrani
                           with Copper Beech. Please go ahead.

A. Mitrani                 I don't want to extend this call too much, but you
                           talked about Time Warner and obviously I haven't seen
                           Time Warner at least from your business making a top
                           ten customer in years. Do you have any indications
                           that? I mean, it's rare that you talk about Time
                           Warner. I realize that voice-over IP is the ticket of
                           the day and they're one of the few companies really
                           trying to roll it out aggressively according to
                           today's paper. But do you anticipate that they could
                           become a bigger customer again?

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 30

S. Nielsen                 Well, we've always had a recurring level of business
                           with them, Alan. It's just been at a lower level.
                           But, you know, they were one of the early upgraders
                           to networks. When they were, we did quite a bit of
                           business with them in the mid-`90s.

A. Mitrani                 Let me ask you a second question, I guess. In
                           following-up on Matt's question, I realize that it is
                           difficult to quantify, but is there a certain level
                           in the number of megahertz in terms from the cabling
                           perspective that you need in order to offer
                           voice-over IP?

S. Nielsen                 You know, this is a little bit beyond my technical
                           expertise, Alan, but it's generally not a question of
                           bandwidth. I think any of the 750 systems have
                           adequate bandwidth. I think it's more the quality of
                           the signal and the amount of what the industry calls
                           noise ingress that can pose some difficulties for
                           voice-over IP. We just want to have a tight network
                           in order to deploy the service well.

A. Mitrani                 My last quarter is your business on the MSA
                           contracts, obviously, it's exposed to economically
                           sensitive, given non-residential construction, adding
                           access line and others. In the past you've talked
                           about how the Bells have under-spent their network
                           builds, but I would think given your

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 31


                           utility business and given your MSAs for Bell South
                           and other areas, you'd be one of the first companies
                           in certain lines of your business to see a bit of a
                           spend back, a bit of a comeback in non-residential
                           construction. Are you seeing that in some of your
                           geographies?

S. Nielsen                 Well, I think, what we've indicated, Alan, and I
                           think the Bells have indicated in their calls is that
                           their spending in the second half of this year is
                           significantly better than it was in the second half
                           of last year. We certainly hope that that continues
                           and that the historic pattern in our industry is that
                           as the economy gets better, the capital budgets and
                           just the overall spending levels of our customers
                           being large utilities in general tends to lag at
                           about six to nine months, just the way it tends to
                           lag going into a recession. So, I think, as they get
                           more comfortable that their businesses are
                           stabilizing that they'll be more comfortable in
                           spending.

A. Mitrani                 Then is your visibility going into calendar '04
                           better than it was going into calendar '03?

S. Nielsen                 Well, it's hard to have good visibility when for the
                           fourth quarter of last year, I think, it was widely
                           acknowledged that a lot of the telephone

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                           companies didn't spend a whole lot of money. So we
                           had probably less visibility, because of a poor
                           background.

                           We're not trying to overplay visibility just because
                           we've had a good second half of this year on the
                           spend side. But if the economy gets better, we have
                           the kind of economic growth that people indicate is
                           out there in the economy, that will make everybody
                           who watches capital budgets feel better about
                           spending money.

A. Mitrani                 When can we expect to see an 8-K with some more
                           financial details regarding the acquisition?

R. Dunn                    Alan, I'm working with our advisors on when that's
                           due. So far they don't have a scheduled date just
                           yet.

S. Nielsen                 But it will be whenever we need to get it out there,
                           it'll be out there.

Moderator                  Mr. Nielsen, no one else queued up at this time.

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                                                          DYCOM INDUSTRIES, INC.
                                                            Host: Steven Nielsen
                                                  December 9, 2003/8:00 a.m. CST
                                                                         Page 33

S. Nielsen                 Well, thanks for everybody for attending this
                           conference call and we look forward to speaking to
                           everybody on our next call for second quarter
                           earnings. Thank you.

Moderator                  Ladies and gentlemen, that does conclude the
                           conference for today. Thank you for your
                           participation and for using AT&T Executive
                           Teleconference. You may now disconnect.






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