~~Securities~~UNITED ~~and~~STATES SECURITIES ~~Exchange~~AND ~~Commission~~EXCHANGE COMMISSION Washington, DCD.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~ (d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported) ~~Act~~January 7, ~~of 1934~~2002

~~Date~~ARGUSS ~~of Report (date of earliest event reported): December 26~~COMMUNICATIONS, ~~2001~~INC.

(Exact name of registrant as specified in its charter)

ARGUSS COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter)


Delaware	0-19589	02-0413153

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	0-19589		02-0413153
One Church Street Rockville, Maryland		20850
(State or other jurisdiction of incorporation)	(Commission File No.)		(IRS Employer Identification No.)
(Address of principal executive offices)		(Zip Code)

~~One Church Street Rockville, Maryland 20850 (Address of principal executive offices) (Zip Code)~~ Registrant'’s telephone number, including area code: (301) 315-0027

Not applicable

(Former name or former address, if changed since last report)

Item 5. Other Events.

On ~~December~~January 267, ~~2001~~2002, Arguss Communications, Inc. (the "“Company"”) issued a press release announcing that it had entered into an Agreement and Plan of Merger, ~~certain~~dated ~~guarantors~~as of January 7, 2002 (the ~~Company~~"Merger Agreement"), ~~Bank~~with ofDycom ~~America~~Industries, NInc.A., asa ~~administrative~~Florida corporation ~~agent~~(“Dycom”), and ~~certain~~Troy ~~lenders~~Acquisition ~~entered~~Corp., ~~into~~a Delaware corporation and a anwholly ~~Amendment~~owned subsidiary of Dycom, pursuant to ~~Forbearance~~which ~~and~~Dycom ~~Modification~~will ~~Agreement~~acquire all the outstanding shares of the Company in a stock-for-stock transaction. A copy of the press release is attached hereto as Exhibit 99.1 and ~~Waiver~~the (Company hereby incorporates the ~~"Amendment")~~press release herein by reference. A live webcast of the conference call held by Dycom beginning at 4:30 PM Eastern Standard Time on January 7, 2002 to discuss the transaction was made available at http://www.dycomind.com.

~~Among~~On ~~other~~January ~~things~~7, 2002, the ~~Amendment~~Board ~~extends~~of Directors of the ~~Forbearance~~Company approved ~~Termination~~a ~~Event~~First Amendment to Rights Agreement (the "Amendment"), dated as of January 31 7, 2002, to the Rights Agreement, dated as of November 7, 2001 (the "Rights Agreement"), between the Company and Continental Stock Transfer & Trust Company, a New York corporation (the "Rights Agent"), and the Company and the Rights Agent then executed the Amendment on the same date. The Amendment amends the Rights Agreement to exempt the Offer (as defined in the Merger Agreement), the Merger (as defined in the Merger Agreement), the Merger Agreement and all of the transactions contemplated in the Merger Agreement, in accordance with the terms thereof, from the application of the Rights Agreement. A copy of the Amendment is attached hereto as Exhibit an4.1 ~~exhibit~~ and isthe Company hereby ~~incorporated~~incorporates bythe Amendment herein by reference.

Item 7. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired
(c)	Exhibits.
	Not Applicable
	Exhibit No		Description
(b)	Pro Forma Financial Information
	4.1		First Amendment to Rights Agreement, dated as of January 7, 2002.
	Not Applicable
	99.1		Press Release, dated January 7, 2002.
(c)	Exhibits
	10(s)	Amendment to Forbearance and Modification Agreement and Waiver, dated as of December 26, 2001, among the Company, certain guarantors of the Company identified on the signature pages thereto, the Lenders (as defined therein) and Bank of America, N.A., as administrative agent for the Lenders.

~~Signatures~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly ~~authorized~~ ~~on December 31, 2001~~authorized.

~~Arguss~~Date: ~~Communications~~January 7, ~~Inc.~~2002 ~~Registrant~~

~~/s/~~ARGUSS ~~Rainer~~COMMUNICATIONS, HINC. ~~Bosselmann~~

By: Name: Title: /s/ Rainer H. Bosselmann Rainer H. Bosselmann Chairman of the Board and Chief Executive Officer

EXHIBIT INDEX


Exhibit No		Description of Exhibits

4.1		First Amendment to Rights Agreement, dated as of January 7, 2002.
99.1		Press Release, dated January 7, 2002.

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