SecProbe.io

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      May 17, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (336) 719-4566

Mark Castaneda
Chief Financial Officer
Pike Holdings, Inc.
100 Pike Way
Mount Airy, North Carolina 27030

      Re: 	Pike Holdings, Inc.
      	Form S-1 filed April 18, 2005
		File No. 333-124117

Dear Mr. Castaneda:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that you have omitted the price range and number of
shares
for this offering.  To assist you in planning your offering,
please
be advised that we will need to review the registration statement
with this information included prior to effectiveness.  We ask
that
you provide this information and any other non-430A information as
soon as practicable to allow for our review.  In addition, note
that
any preliminary prospectus that is circulated must include all
non-
430A information, including a bona fide estimated price range.

2. Please provide us with copies of any graphics or photos you
intend
to include in your prospectus.  Understand that we will review
these
materials and may have comments on them.

Prospectus Summary, page 1

3. Please provide the basis for your statements here and
throughout
your document regarding the size of your operations, your market
share, your leading positions, and your industry.  For example,
refer
to your first sentence under the subheading "Business."

4. Please explain in Plain English what you mean by "geographic
footprint" in the first paragraph.

5. We note your summary contains a lengthy description of the
company`s business and business strategy.  Further, we note that
nearly identical disclosure appears later in your prospectus.  In
the
summary, you are to carefully consider and identify those aspects
of
the offering that are the most significant and determine how to
best
highlight those points in clear, plain language.  The summary
should
not include a lengthy description of the company`s business and
business strategy.  This detailed information is better suited for
the body of the prospectus.  If you want to highlight key aspects
of
your business strategy, consider listing these in a bullet-point
format, with one sentence per bullet point.  See Item 503(a) of
Regulation S-K and part IV.C. of SEC Release No. 33-7497 (Jan. 28,
1998).

6. Please review your document and provide the necessary support
for
any comparative or factual assertions.  Further, state the basis
for
comparative or factual assertions in the prospectus and provide
independent support supplementally.  For example:
i. "expenditures on distribution and sub-500kV transmission work
are
generally more stable than those for heavy transmission
infrastructure, which tend to be characterized by distinct, large,
one-time projects" . . . page 1
ii. "[o]ur workforce is supported by one of the largest and most
modern fleets of specialty vehicles and equipment in our industry"
.
. . page 1
iii. "year-over-year improvements in recordable and lost-time
incident rates at Pike stand-alone in each of the five years ended
June 30, 2004" . . . page 61.

Continued Focus on Operating Efficiency and Customer Service, page
3

7. We note your disclosure that you intend to "leverage the scale
and
scope of your capabilities to achieve higher levels of operating
efficiency and productivity . . . ."  Please revise to explain
what
you mean by "leverage."

Recent Developments, page 4

8. Please tell us supplementally why you consider your July 1,
2004
acquisition to be a "recent" development.  We may have further
comment based on your response.

Use of Proceeds, page 5

9. Please clarify here, with more detail in your Use of Proceeds
section how much of the proceeds you will use to repay senior
debt.
Quantify and state the amount of proceeds you will use.  For
example,
if you will use all of the net proceeds to repay senior debt, so
state.

Risk Factors, page 12
We have a substantial amount of indebtedness. . . page 17

10. Please disclose your annual debt service, and disclose how
much
it would increase with each 1% increase in interest rates.

Use of Proceeds, page 23

11. Please disclose the outstanding borrowings under the Tranche B
and Tranche C term loans.

Dilution, page 25

12. Revise the dilution table to include the shares underlying
options and warrants that officers, directors, and affiliates have
the right to acquire.  See Regulation S-K, Item 506.

Unaudited Pro Forma Condensed Financial Data, page 26

13. Revise the pro forma statements of operations and the related
disclosures on page 7 to delete the pro forma presentations below
income from continuing operations.  Refer to Rule 11-02 of
Regulation
S-X.

14. Expand the disclosures related to the pro forma adjustment to
depreciation expense to provide sufficient information to enable a
reader to re-compute it.  Specifically, please disclose the
original
weighted-average useful life and cost of Red Simpson`s fixed
assets
and the adjusted weighted-average useful life and fair value of
the
assets as a result of the acquisition.

15. Refer to note (b) on page 28 and note (a) on page 30.  For
each
component of your general and administrative expense adjustments,
tell us how the item was directly related to the pro forma
transactions and why it is non-recurring.  Refer to Article 11 of
Regulation S-X.

16. Revise note (d) on page 29 to disclose the specific nature of
the
transaction expenses incurred by Red Simpson.

17. Tell us why you believe it is appropriate to include the
write-
off of debt fees in the pro forma statements of operations (note h
on
page 29 and note (c) on page 31) since it appears that they are
directly related to the pro forma transaction and non-recurring.

MD&A - Critical Accounting Policies, page 39

18. Revise your critical accounting policies to:

* Disclose how you determined the fair value of each identifiable
intangible asset you acquired, including if and how you determined
the value of customer relationships you had a pre-existing
relationship with.  Also, address the potential impact of changes
in
your assumptions.
* Disclose if the purchase price allocation related to Red Simpson
is
final.  If it is not, disclose and discuss the additional
information
you are waiting for, the nature of any contingencies and the
potential impact of changes in the preliminary purchase price
allocation.
* Disclose the amounts you expensed for insurance and claims
accruals
during each period and discuss the reasons for fluctuations.
Also,
address the potential impact of changes in your assumptions.

MD&A - Recent Developments, page 40

19. Disclose the changes in ownership as a result of 2004
recapitalization.

MD&A - Deferred Compensation, page 41

20. Tell us how you determined the amount of deferred compensation
expense you recognized during the period ended December 31, 2004
and
the amount you will recognize during the quarter ended June 30,
2005.
In addition, help us understand the amounts and reasons for the
deferred compensation adjustments to the pro forma statements of
operations.

MD&A - Cash Flows, page 43 and 44

21. Revise the discussion of cash flows to disclose average days
outstanding in billed and unbilled accounts receivable during each
period and to discuss the reasons for fluctuations.

MD&A - Contractual Obligations and Other Commitments, pages 49 and
50

22. In order to increase transparency, we believe you should
revise
the tables of contractual obligations to include estimated cash
requirements for interest and to disclose in a note the
assumptions
you used to calculate the estimates.  Refer to footnote 46 to
Release
No. 33-8350, "Interpretation:  Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations."

Liquidity and Capital Resources, page 46

23. Briefly describe the material financial and other restrictive
covenants contained in your credit agreements.  Please
supplementally
confirm to us that you are in compliance with all applicable
covenants, provisions, and required ratios in these agreements,
and
all other long-term debt agreements.  In the event you are not in
compliance, disclose the terms you do not meet and the potential
consequences to shareholders and to the company.

Industry Overview, page 52

24. We note disclosure on pages 53 and 57 of past growth in
domestic
electricity consumption and projected growth in electric power
consumption for the nation as a whole and for the south central
and
southeastern regions.  Please provide us supplementally with
copies
of the reports of the industry source(s) to which you refer.
Please
highlight the information that you rely upon for ease of
reference.

25. In addition, please tell us whether you believe the materials
from which your statements are based are the most recent materials
on
the subject by the sources.  Please tell us whether they have been
made available to the public, without payment of subscription or
similar fees.  Have any of the materials upon which these
statements
are based been published in widely circulated media of general
interest or among industry participants?  If so, please tell us
when
and where.

Business, page 54

26. We note your statement on page 54 that you have developed
"strong
and long-standing relationships with our customers" over your "60-
year history," and similar disclosure on page 1 that references
your
"59-year history."  Revise your disclosure to eliminate this
discrepancy.

27. If material, please disclose the dollar amount of backlog
orders
believed to be firm, as of a recent date and as of a comparable
date
in the preceding fiscal year, together with an indication of the
portion thereof not reasonably expected to be filled within the
current fiscal year and seasonal or other material aspects of the
backlog.  Refer to Item 101(c)(1)(viii) of Regulation S-K.

History, page 55

28. We note your disclosure concerning "strict internal controls."
Consider revising, in light of your disclosure concerning material
weaknesses in Red Simpson`s internal control.

Training, Quality Assurance and Safety, page 61

29. We note your disclosure that your safety and training program
"often exceeds DOL requirements."  Please revise to state whether
you
are in compliance with DOL requirements.

Properties, page 62

30. Please disclose the lease expiration dates for your rented
properties.  If material, please also revise your registration
statement to disclose other material lease provisions for your
rented
properties.

Information Systems, page 63

31. Please revise to disclose why you refer to your information
system as "proprietary."  Have you filed for protection with the
U.S.
Patent and Trademark Office?  If so, please disclose.  Otherwise,
revise as necessary.

Competition, page 63

32. Revise your disclosure in this section to provide an estimate
of
the number of companies with which you compete and your relative
competitive position, if known or reasonably knowable to you.  In
addition, please explain, if known or reasonably knowable to you,
the
positive and negative factors pertaining to your competitive
position
within the industry.  See Regulation S-K, Item 101(c)(1)(x).

Regulation, page 63

33. Please revise to clarify your compliance with applicable
regulatory requirements.  As stated, it appears that you refer
only
to licensing requirements.  Please revise to clarify with respect
to
all regulation to which you are subject.

34. We note your policy to ensure that permits and licenses are
held.
Please revise to explain this policy.  Is there a compliance
program
in place?  How is this policy carried out?

Legal Proceedings, page 64

35. We note your disclosure concerning the Department of Labor
audit
of redemptions of common stock.  Please revise to state whether an
assessment would materially affect your results of operations,
cash
flows, or financial condition.

Management, page 65

36. Expand your discussion of Mr. Collins` business experience to
include the period from 2000 to 2002.  See Regulation S-K, Item
401(e).

Management Services Agreement, page 75

37. Has Goldberg Lindsay & Co. LLC offered to terminate the
management agreement in writing?  If so, please disclose and file
the
agreement as an exhibit.

Principal and Selling Stockholders, page 76

38. Please state the number of shares and the date when you
arrived
at such number for purposes of calculating the percentages shown
in
your table.

39. Please tell us whether any of the selling shareholders are
broker-dealers or affiliates of broker-dealers.  Revise the
prospectus to name the selling shareholders who are broker-dealers
and state that they are underwriters with respect to the shares
that
they are offering for resale.

40. For the selling shareholders who are affiliates of broker-
dealers, disclose the following:
i. Whether these selling shareholders purchased in the ordinary
course of business; and
ii. Whether, at the time of purchase of the securities to be
resold,
the seller had any agreements or understandings, directly or
indirectly, with any person to distribute the securities.

41. To the extent that any of these selling shareholders did not
purchase in the ordinary course or had an understanding with any
person to distribute the securities, you must also disclose that
these selling shareholders are underwriters.

42. To the extent that any selling shareholders are not broker-
dealers or affiliates or are able to make the representations in
the
preceding comment, please state that these selling shareholders
may
be underwriters.

43. Disclose when each of the selling security holders acquired
the
shares of common stock and the nature of the transaction.

Description of Senior Credit Facility, page 82

44. Please revise your disclosure to state how EBITDA is
calculated
under your credit agreement.

Description of Capital Stock, page 78

45. Please remove the qualification in the last sentence of the
first
paragraph.  Qualification of information within the prospectus by
reference to information outside the prospectus is only
appropriate
where a summary or outline of a document is required or where
provided in the appropriate form.  See Rule 411(a) of Regulation
C.
This also applies to the first paragraph on page 82 and the first
paragraph on page 92 under "Additional Information."

Business Combinations under Delaware Law, page 80

46. Please tell us supplementally about your election not to be
governed by Section 203 of Delaware General Corporation Law.
Explain
to us how you plan to make this election.

Underwriting, page 89

47. Please identify the selling stockholder that has agreed to
provide the over-allotment option.

48. Please identify any members of the underwriting syndicate that
will engage in any electronic offer, sale, or distribution of the
shares and describe their procedures to us supplementally, or
confirm
that the Division`s Office of Chief Counsel has reviewed and
approved
these procedures.  If you become aware of any additional members
of
the u