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FILE
NO. 333-148864
FILED
UNDER RULE 424(b)(3)
PROSPECTUS
SUPPLEMENT No. 2
to
Prospectus dated August 12, 2008
MYR
GROUP INC.
____________________________________
This prospectus supplement supplements
the prospectus dated August 12, 2008, as supplemented, relating to the resale of
up to 19,690,777 shares of our common stock by certain of our stockholders. The
prospectus was filed as part of our Registration Statement on Form S-1 (File No.
333-148864).
____________________________________
Additional
Information
On September 4, 2008, MYR Group, Inc.
(the "Company") announced that the Company's common stock, par value $0.01 per
share ("Common Stock"), was approved for listing on the Nasdaq Global
Market. Trading of the common stock on the OTC Bulletin Board will
cease after 4:00 p.m. on Monday, September 8, 2008 and trading of the common
stock on the Nasdaq Global Market will commence when the Nasdaq Global Market
opens for trading on Tuesday, September 9, 2008.
____________________________________
Investing
in our common stock involves risks. You should read the section of our
Prospectus entitled “Risk Factors” beginning on page 13 for a discussion of
certain risk factors that you should consider before investing in our common
stock.
____________________________________
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
____________________________________
You
should rely on information contained in this prospectus supplement, the
prospectus or in any related free writing prospectus filed with the Securities
and Exchange Commission and used or referred to in an offering to you of these
securities. Neither we nor the selling stockholders have authorized anyone to
provide you with different information. The selling stockholders are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. You should not assume that the information
contained in this prospectus supplement is accurate as of any date other than
the date on the front of this prospectus supplement.
____________________________________
September
4, 2008