SecProbe.io

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June 20, 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.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed June 3, 2005
	File No. 333-124117

Dear Mr. Castaneda:

      We have reviewed your filing and have the following
comments.
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 now refer to independent and/or third party
appraisers and specialists throughout the filing, including MD&A
and
the notes to the pro forma and historical financial statements.
Either identify each expert or delete your reference to them.  We
remind you that if you identify and refer to an expert, you must
file
their consent as an exhibit.  Refer to Section 436(b) of
Regulation
C.

Table of Contents, page i

2. Please move the dealer prospectus delivery obligation to the
outside back cover.  Refer to Item 502(b) of Regulation S-K.

Prospectus Summary, page 1

3. We note your supplemental response to comments 3 and 6 of our
letter dated May 17, 2005.  Please revise your prospectus to state
the basis for your assertion on page 61 that "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," and
provide independent support supplementally.

Summary Historical and Pro Forma Financial Data, page 6

4. Revise the pro forma disclosures on page 7 to comply with
comment
13 of our letter dated May 17, 2005.

5. Revise your disclosures related to the limitations of both non-
GAAP measures you present to address the limitation due to
eliminating income taxes.  In addition, revise the disclosures to
separately address the additional limitations of adjusted EBITDA.
It
appears to us that the current disclosures related to the
additional
limitations of adjusted EBITDA merely identify one item that is
excluded and do not address the actual limitations due to
eliminating
each item.

Use of Proceeds, page 22

6. We note your response to comments 9 and 11 of our letter dated
May
17, 2005.  Please revise this section to specify the allocation of
proceeds from the offering between the Tranche B and Tranche C
notes.

Capitalization, page 23

7. It appear to us that you should revise as adjusted
stockholders`
equity here and throughout the filing to include the impact of
non-
recurring expenses directly attributable to the pro forma
transactions that are excluded from pro forma earnings.  It
appears
to us that the non-recurring expenses would include: the loss you
will incur due to the repayment of debt with offering proceeds;
the
fee you will incur due to the termination of the management
services
agreement; and the expense you will record related to the
modification of the deferred compensation plan during the quarter
ended June 30, 2005.

Unaudited Pro Forma Condensed Financial Data, page 25

8. Based on the disclosure that the allocation of purchase price
is
preliminary, revise the notes to the pro forma financial
statements
to identify and address any pre-acquisition contingencies and to
address the potential impact of finalizing the purchase price
allocation.

9. Revise the ninth paragraph on page 25 to disclose that the pro
forma statements of operations also exclude the impact of certain
non-recurring expenses directly attributable to the pro forma
transactions.  In addition, identify the pro forma earnings on
pages
26 and 29 as pro forma earnings before non-recurring expenses.

Management`s Discussion and Analysis, page 33
Deferred Compensation in Connection with Our Acquisition of Red
Simpson, page 39

10. Revise the disclosures on page 39 to explain the differences
between the $29.1 million in deferred compensation you agreed to
pay
over four years, the $25.4 million you disclose as the face value,
and $37.5 million in payments over the next four years.

Results of Operations, page 41
Nine Months Ended March 31, 2005

11. Revise the disclosures on page 42 to address the entire change
in
general and administrative expenses during the interim periods.

Corporate Information, page 64

12. Please revise to provide more detail here and briefly in your
summary concerning your plans to reincorporate in Delaware.

Principal and Selling Stockholders, page 77

13. Please identify by footnote or otherwise the natural person or
persons having sole or shared voting and investment control over
the
securities held by Lindsay Goldberg & Bessemer.  Refer to
telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise or advise.

14. We note your responses to our prior comments 39 through 42.
Please disclose your response to our prior comment 41 in your
prospectus.

Underwriting, page 90

15. We note your disclosure in the second full paragraph that the
underwriting agreement provides for termination of the offering if
an
underwriter defaults.  This appears to be a market-out provision
that, practically speaking, places the risk of the success of your
offering on your company and results in the underwriters
participating upon a "best efforts" basis.  Please supplementally
explain how this termination right is consistent with a firm
commitment offering.  For guidance, please refer to the First
Boston
Corporation no-action letter, dated September 3, 1985.  We also
note
that you have not yet filed the underwriting agreement as an
exhibit
to your registration statement.

16. Please revise your prospectus to include your supplemental
response to comment 51 of our letter dated May 17, 2005.

Pike Holdings, Inc. Audited Consolidated Financial Statements
Consolidated Statement of Income, page F-5

17. We note your response to our prior comment 52.  We believe
Rule
5-03(9) of Regulation S-X identifies specific items that may be
classified as non-operating expenses.  Based on the specific
nature
of the recapitalization expenses you incurred, it remains unclear
to
us how they meet these requirements.  We also note that the line
item
other, net includes gains and losses on the sale of property and
equipment.  It appears to us that these gains and losses should
also
be included in income from operations based on the requirements of
paragraph 45 of SFAS 144.  Please revise your consolidated
statements
of income as appropriate.  This comment is also applicable to the
transaction expenses recorded by Red Simpson on page F-5.

Consolidated Statements of Cash Flows, page F-7

18. We note your response to our prior comment 53.  We believe
paragraph 20 of SFAS 95 identifies specific cash outflows that
should
included in cash flows from financing activities.  Based on the
specific nature of the recapitalization expenses you incurred, it
remains unclear to us how they meet the requirements for
classification as cash flows from financing activities.  We note
that
these payments were not directly related to reacquiring equity
interests from owners.  Please revise your consolidated statements
of
cash flows as appropriate.

Note 9 - Stockholders` Equity, page F-17

19. We note your response to comment 59 of our letter dated May
17,
2005, that you will supplementally provide the proposed IPO price
range once it is established.  At that time, please provide the
following additional disclosures related the fair value of equity
instruments:
* Whether the valuation you used to determine the fair value of
equity instruments was contemporaneous or retrospective;
* If the valuation specialist was a related party, a statement
indicating that fact;
* The intrinsic value of outstanding equity instruments based on
the
estimated IPO price;
* A discussion of the significant factors, assumptions and
methodologies used in determining fair value during the periods
presented;
* A discussion of each significant factor contributing to the
difference between the fair values as of each grant date and the
estimated IPO price; and
* The reason management chose not to obtain a contemporaneous
valuation.

Condensed Consolidated Financial Statements
Note 3 - Acquisition, page F-30

20. Correct the inconsistency in the lives of the identified
intangible assets disclosed here and on page F-33.

Note 4 - Recapitalization, page F-31

21. Disclose why you redeemed the Series A preferred stock for $20
million in light of its carrying value of $6 million.

Note 10 - Deferred Compensation Plan, page F-35

22. Correct the disclosures on page F-36 that the $4.8 in deferred
compensation expenses was recorded during the nine months ended
March
31, 2005, not 2004.

Exhibits

23. Please file the Recapitalization and Investment Agreement as
an
exhibit to your registration statement.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Patricia Armelin, Staff Accountant, at (202)
551-3747 or Anne McConnell, Senior Staff Accountant, at (202) 551-
3709 if you have questions regarding comments on the financial
statements and related matters.  Please contact Matt Franker,
Staff
Attorney, at (202) 551-3749 or Lesli Sheppard, Senior Staff
Attorney,
at (202) 551-3708 with any other questions.  Alternatively, you
may
contact me at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	W. Clayton Johnson, Esq. (via facsimile 212/474-3700)
      Sarah S. Jones, Esq.
      Cravath, Swaine & Moore LLP
      Worldwide Plaza
	825 Eighth Avenue
	New York, New York 10019
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Mark Castaneda
Pike Holdings, Inc.
June 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

           DIVISION OF
CORPORATION FINANCE

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