SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
                                [PIKE LETTERHEAD]

                                                                    June 3, 2005

Pamela A. Long
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

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

Dear Ms. Long:

            Concurrently with this letter, Pike Holdings, Inc. (the "Company")
is electronically transmitting Amendment No. 1 to the Registration Statement on
Form S-1 ("Amendment No. 1") for filing under the Securities Act of 1933, as
amended (the "Act"). Amendment No. 1 is marked to show changes from the initial
filing on Form S-1 and reflects revisions made in response to the comments of
the staff (the "Staff") of the Division of Corporation Finance of the Securities
and Exchange Commission (the "Commission") in your comment letter dated May 17,
2005 (the "Comment Letter").

            We are furnishing supplementally certain information requested in
the Comment Letter. The numbered paragraphs and headings below correspond to the
headings set forth in the Comment Letter. The Staff's comments are set forth in
italics below followed by the Company's responses. The page numbers in the
italic captions refer to pages in the initial filing on Form S-1. The page
numbers in the responses of the Company refer to pages in the prospectus
contained within Amendment No. 1 (the "Prospectus").

            We are sending you by messenger hard copies of Amendment No. 1
(clean and marked) and the supplemental information you requested.

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.

<PAGE>
                                                                               2

      We respectfully inform the Staff that we will include all additional
      non-Rule 430A information, including the price range and number of shares,
      in a future filing. We acknowledge that the Staff will need sufficient
      time to review this additional information prior to any distribution of a
      preliminary prospectus.

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.

      We respectfully inform the Staff that we will provide the graphics and
      photos we intend to use in the Prospectus at a later date. We acknowledge
      that the Staff will need sufficient time to review such 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."

      We have included the basis for our statements throughout the document
      regarding the size of our operations, our market share, our leading
      positions and our industry in the supplemental information package being
      delivered herewith.

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

      The Prospectus has been revised to reflect the Staff's comments. We have
      replaced the phrase "geographic footprint" throughout the Prospectus with
      either the phrase "service territory", the phrase "geographic market", or
      the phrase "geographic area", all of which refer to the geographic
      territory in which we provide our services.

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).

      The summary section of the Prospectus has been revised and decreased in
      length in response to the Staff's comments. Please see pages 1-4 of the
      Prospectus.

<PAGE>
                                       3

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.

      The Prospectus has been revised to state the basis for comparative or
      factual assertions in response to the Staff's comments. We have also
      included the necessary support for any comparative and factual assertions
      in the supplemental information package being delivered herewith.

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."

      The Prospectus has been revised in response to the Staff's comments.
      Please see page 3 of the Prospectus.

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.

      In response to the Staff's comments, the Prospectus has been revised to
      provide the information on the Red Simpson acquisition under the heading
      "Red Simpson Acquisition" rather than the heading "Recent Developments".
      Please see page 3 of the Prospectus.

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.

<PAGE>
                                                                               4

      The Prospectus has been revised to reflect the Staff's comments. Please
      see pages 5 and 22 of the Prospectus.

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.

      The Prospectus has been revised to reflect the Staff's comments. Please
      see pages 15-16 of the Prospectus.

Use of Proceeds, page 23

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

      The Prospectus has been revised to reflect the Staff's comments. Please
      see page 22 of the Prospectus.

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.

      The Prospectus has been revised to reflect the Staff's comments. Please
      see page 24 of the Prospectus.

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.

      In response to the Staff's comments, the Prospectus has been revised to
      delete the pro forma presentations of (i) loss from discontinued
      operations, (ii) net income, (iii) loss from discontinued operations per
      share and (iv) net income per share. Income from continuing operations per
      share has not been deleted since presentation of this item is required by
      Rule 11-02(b)(6) of Regulation S-X. Please see pages 26 and 29 of the
      Prospectus.

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.

<PAGE>
                                                                               5

      The fair value of the fixed assets acquired from Red Simpson was
      determined by an independent appraisal and resulted in an increase of
      $20.6 million from the historical net book value of $56.0 million.
      However, after assigning useful lives and salvage values that we have
      historically used for similar assets, the annual depreciation expense
      decreased in the pro forma statements by approximately $10.6 million from
      the historical depreciation expense of approximately $21.1 million, for
      the year ended June 30, 2004. This decrease is principally due to two
      factors:

      1)    The majority of the fixed assets are vehicles, machinery and
            equipment. While Red Simpson assigned lives ranging from 3 to 7
            years, we use a range of 3 to 19 years for the same class of assets.
            This difference is primarily attributable to our significant
            internal garage and maintenance facilities that provide routine
            preventative maintenance that has extended the life of equipment
            based on our historical experience. We continually evaluate our
            useful lives based upon our history of usage and timing of
            disposals.

      2)    Red Simpson used lower salvage values, while we, through our
            extensive garage and maintenance facilities, are able to maintain
            the equipment longer and refurbish the equipment prior to disposal,
            which in turn provides for an increase in the value at the time of
            disposition. In determining the salvage value of the assets
            acquired, we review the asset type and age in comparison to our
            historical experience upon disposal of similar assets. The
            appropriateness of our useful lives and salvage values assigned to
            our assets is demonstrated by our history of recording minimal gains
            or losses from the resulting sales of assets.

      The Prospectus has been revised on page 27 to explain this.

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.

      In response to the Staff's comments the Prospectus has been revised on
      pages 26 and 29 to eliminate certain of the general and administrative
      expense adjustments. With respect to the additional adjustments, we
      respectfully submit that the general and administrative adjustments below
      each have the characteristics described in Article 11 of Regulation S-X
      210.11-02, paragraph 6, in that they are directly attributable to the
      transaction, are expected to have a continuing impact on the registrant
      and are factually supportable as described below. Further, as set forth in
      the Staff Training Manual in Topic 3.G.1.b:

            "Contractual terms of the combination such as major new compensation
            contracts with management would require pro forma adjustment if the
            new contracts are entered into as part of the acquisition
            agreement."

<PAGE>
                                                                               6

      Each of these components were explicitly set forth in the Red Simpson
      purchase documents.

      The revised general and administrative adjustments on page 27 note (b) are
      as follows:

      -     Amortization of non-compete agreements                      $ 1.2

      -     Red Simpson discontinued deferred compensation plan           1.1

      -     Discontinued deferred compensation                           (0.2)

      -     Prior owner compensation                                     (1.5)

      -     Amortization of non-compete agreements represents the amortization
            of non-compete agreements entered into pursuant to the terms of the
            acquisition agreement with Red Simpson with certain members of the
            management of the acquired business. The adjustment represents
            amortization of the non-compete agreement for the period presented
            as if the acquisition had occurred at the beginning of the fiscal
            period.

      -     Red Simpson discontinued deferred compensation plan represents
            compensation arrangements entered into pursuant to the Red Simpson
            acquisition agreement with certain members of management of the
            acquired business. At the time, the arrangements required the
            employees to continue employment in order to receive payments over
            five years. The adjustment reflects the additional compensation
            charges for the period presented as if the acquisition had occurred
            at the beginning of the fiscal period.

      -     Discontinued deferred compensation represents expense related to a
            Red Simpson plan terminated as part of the acquisition.

      -     Prior owner compensation represents compensation paid to the former
            owner of the acquired business. The prior owner compensation was
            eliminated as part of the acquisition. The prior owner is currently
            a consultant to the company for $100,000 per annum for two years,
            and the consulting agreement was recorded as a liability in
            connection with purchase accounting. Since his duties are now being
            performed by Eric Pike, our Chief Executive Officer, we have
            eliminated compensation expense paid to the prior owner in fiscal
            2004.

      The general and administrative adjustment on page 29 note (a) consists of
      an option buyback expense of $4.2 million. This