SecProbe.io

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July 7, 2005

Mail Stop 7010

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. 2 to Registration Statement on Form S-1
	Filed June 24, 2005
	Supplemental Information
Submitted June 30, 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.

Amendment No. 2 to Registration Statement on Form S-1
General

1. We note your response to comment 1 of our letter dated June 20,
2005.  With respect to your statement regarding the third party
appraisal of your preferred stock, please file the consent of the
appraiser in accordance with Section 436(a) of Regulation C.

2. We note your increase in proposed maximum offering price.
Please
confirm you have no further changes to your Use of Proceeds
section.

Supplemental Information Submitted for Staff Review June 30, 2005
Common Stock Conversion

3. We note that the marked pages you provided did not include the
pro
forma financial statements, Selected Historical Financial Data, or
the historical financial statements.  We assume that you will
revise
all share and per share disclosures throughout the filing for the
common stock conversion.

Recent Developments

4. If available, provide a recent developments section that
updates
your results of operations and financial condition for the quarter
ended June 30, 2005.

The Offering, page 5

5. It appears to us that the number of shares of common stock that
the underwriters have a right to purchase from one of the selling
shareholders to cover over-allotments are included in the number
of
shares of common stock to be outstanding after the completion of
the
offering.  Please clarify or revise the current disclosure.

Dilution, page 24

6. It is not clear to us how you determined net tangible book
value
after giving effect to the proposed offering.  It appears to us
that
you may have inappropriately excluded the non-recurring charges
reflected in the as adjusted capitalization disclosures on page
23.
Please clarify or revise.

Prior comment 19

7. We note your updated response to prior comment 19 in our letter
dated June 20, 2005.  Please revise your proposed disclosures in
MD&A
to:
* discuss each significant factor you identified as contributing
to
the difference between the fair value at the most recent grant
date
and the IPO price and disclose when you initiated discussions
concerning an IPO;
* explain why you chose not to obtain a contemporaneous third-
party
valuation;
* update the disclosures for any stock options or equity
instruments
granted after March 31, 2005; and
* disclose the significant assumptions used in the third-party
valuation you obtained in May 2005 and the significant assumptions
used to determine the IPO price and discuss the reasons for the
differences.

      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.
July 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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