FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * DeFerrari H Andrew   2. Issuer Name and Ticker or Trading Symbol DYCOM INDUSTRIES INC [DY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP & CFO (Last) (First) (Middle) 11770 U.S. HIGHWAY 1, SUITE 101 3. Date of Earliest Transaction (Month/Day/Year) 12/13/2013 (Street) PALM BEACH GARDENS, FL 33408 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Restricted Stock Units (1) 12/13/2013   A   4,831 (2) A $ 0 (3) 50,486 D   Common Stock 12/14/2013   A   11,698 (4) A $ 0 (3) 62,184 D   Common Stock 12/14/2013   F(5)   4,938 D $ 27.14 57,246 D   Common Stock 12/16/2013   M   6,500 A $ 6.83 63,746 D   Common Stock 12/16/2013   M   17,000 A $ 13.88 80,746 D   Common Stock 12/16/2013   F   11,018 D $ 26.92 (6) 69,728 D   Common Stock 12/16/2013   S   5,982 D $ 26.92 (6) 63,746 D   Common Stock 12/16/2013   S   10,000 D $ 27.08 (7) 53,746 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee stock option (right to buy)

$ 6.83

12/16/2013

M

6,500

(8)

12/15/2018

Common Stock

6,500

$ 0 (9)

13,500

D

Employee stock option (right to buy)

$ 13.88

12/16/2013

M

17,500

(10)

12/17/2020

Common Stock

17,500

$ 0 (9)

17,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DeFerrari H Andrew 11770 U.S. HIGHWAY 1, SUITE 101 PALM BEACH GARDENS, FL 33408			Sr. VP & CFO

Signatures

Richard B. Vilsoet, Attorney-in-Fact for H. Andrew DeFerrari		12/17/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each restricted stock unit represents a contingent right to acquire one share of DY common stock, par value $0.33 1/3 per share.
(2)	The restricted stock units vest in four substantially equal annual installments beginning December 14, 2014.
(3)	No consideration was paid for the restricted stock units.
(4)	These shares were awarded in settlement of the restricted stock units that vested on December 14, 2013 based upon the satisfaction of the following pre-established performance measures (i) operating earnings before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements and (ii) the ratio of operating cash flow to net income before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements. The performance measures were determined by excluding certain amounts attributable to acquisitions consummated during fiscal 2013.
(5)	Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.
(6)	This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.85 to $27.06, inclusive.
(7)	This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.87 to $27.28, inclusive. The reporting person undertakes to provide to Dycom Industries, Inc., any security holder of Dycom Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (6) and (7), as applicable.
(8)	The option vested in four equal annual installments beginning on December 15, 2009.
(9)	No consideration was paid for the derivative security.
(10)	The option vests in four equal annual installments beginning on December 17, 2011.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.