Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

OR

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to

Commission File Number     1-8325

MYR GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware                           36-3158643
(State or other jurisdiction of    (I.R.S. Employer Identification
incorporation or organization)     No.)

1701 W. Golf Road, Tower 3, Suite 1012, Rolling Meadows, Illinois 60008
(Address of principal executive offices)
(Zip Code)
(847) 290-1891
Registrant's telephone number, include area code

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X     No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed  all
documents and reports required to be filed by Sections 12, 13  or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

Yes       No

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of May 5, 1997: 3,247,378

MYR GROUP INC.
I N D E X

PART I.   Financial Information                       Page No.

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets -
March 31, 1997 and December 31, 1996                    2

Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 1997 and 1996              3

Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996              4

Notes to Condensed Consolidated Financial Statements  5-6

Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-8

PART II.  Other Information

Item 1.  Legal Proceedings                               8

Item 6.  Exhibits and Reports on Form 8-K                8

SIGNATURE                                                9

Part I, Item 1
Financial
Information

MYR Group Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31      Dec. 31
1997          1996
(Unaudited)        *
ASSETS
Current assets:
Cash and cash equivalents                    $     549     $   1,011
Contract receivables including retainage        54,096        53,508
Costs and estimated earnings in excess of       11,600        10,760
billings on uncompleted contracts
Deferred income taxes                            4,896         4,896
Other current assets                             1,024           471
Total current assets                             72,165        70,646

Property and equipment:                          58,968        58,668
Less accumulated depreciation                   36,760        36,429
22,208        22,239

Intangible assets                                 2,439         2,466
Other assets                                      3,452         3,135
Total assets                                  $ 100,264        98,486

LIABILITIES
Current Liabilities:
Current maturities of long-term debt         $  7,851      $  4,445
Accounts payable                               13,809        17,721
Billings in excess of costs and estimated       6,000         5,504
earnings on uncompleted contracts
Accrued insurance                              12,465        12,160
Other current liabilities                      18,169        16,645
Total current liabilities                       58,294        56,475

Deferred income taxes                            3,047         3,047
Other liabilities                                  396           399
Long-term debt:
Revolver and other debt                           101           121
Term loan                                       1,875         2,500
Industrial revenue bond                           695           695
Subordinated convertible debentures             5,679         5,679
Total long-term debt                            8,350         8,995

SHAREHOLDERS' EQUITY
Common stock and additional paid-in capital      9,278         9,315
Retained earnings                               22,636        22,121
Treasury stock                                    (945)       (1,043)
Restricted stock awards and shareholders' 
notes receivable                                 (792)         (823)
Total shareholders' equity                      30,177        29,570

Total liabilities and shareholders' equity  $  100,264    $   98,486

*Condensed from audited financial statements
The "Notes to Condensed Consolidated Financial Statements" 
are an integral part of this statement.

MYR Group Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)
(Unaudited)

Three Months Ended March 31                     1997           1996

Contract revenue                            $  89,004      $  64,376

Contract cost                                  81,619         57,946

Gross profit                                    7,385          6,430

Selling, general and administrative expenses    5,871          5,718

Income from operations                          1,514            712

Other income (expense)
Interest income                                    8              6
Interest expense                                (250)          (410)
Gain on sale of property and equipment             7            131
Miscellaneous                                   (124)          (163)

Income before taxes                             1,155            276

Income tax expense                                462            110

Net income                                  $     693      $     166

Earnings per share:
Primary                                    $     .20      $     .05
Fully diluted                              $     .18      $     .05

Dividends per common share                 $    .055      $     .05

Weighted average common shares and
common share equivalents outstanding           3,532          3,411

The "Notes to Condensed Consolidated Financial Statements" are 
an integral part of this statement.

MYR Group Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

Three Months Ended March 31                           1997         1996

CASH FLOWS FROM OPERATIONS

Net income                                        $    693     $    166
Adjustments to reconcile net income to cash flows
from operations
Depreciation and amortization                      1,292        1,555
Amortization of intangibles                           58           91
Gain from disposition of assets                       (7)        (131)
Changes in assets and liabilities                 (3,885)        (705)

Cash flows from operations                          (1,849)         976

CASH FLOWS FROM INVESTMENTS

Expenditures for property and equipment             (1,282)        (416)
Proceeds from disposition of assets                    27          196

Cash flows from investments                         (1,255)        (220)

CASH FLOWS FROM FINANCING

Proceeds (repayments) of long term debt              2,762         (608)
Proceeds from exercise of stock options                 62           19
Decrease (increase) in deferred compensation            (3)           3
Dividends paid                                        (179)        (159)

Cash flows from financing                            2,642         (745)

Increase (decrease) in cash and cash equivalents      (462)          11
Cash and cash equivalents at beginning of year       1,011          703

Cash and cash equivalents at end of period        $    549     $    714

The "Notes to Condensed Consolidated Financial Statements" are an
integral part of this statement.

MYR Group Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1 - Basis of Presentation

The condensed consolidated balance sheet, statement of operations and 
statement of cash flows include the accounts of the Company and its 
subsidiaries.  All material intercompany balances and transactions have 
been eliminated.

The financial information included herein is unaudited; however, such 
information reflects all adjustments (consisting solely of normal recurring 
adjustments) which are, in the opinion of management, necessary for a  
fair presentation of results for the interim period.

The results of operations  for the three  month period ended March 31, 1997 
are not necessarily indicative of the results to be expected for the full year.

2 - Contingencies

On April 10, 1997 a judgment was entered in favor of the Company in the amount
of approximately $4,900,000 against National Union Fire Insurance Company of 
Pittsburgh, PA ("National Union") in the previously reported lawsuit filed by
National Union against the Company in 1985.  The lawsuit related to a coverage  
issue under an excess umbrella insurance policy provided by National Union to 
the Company.  National Union has filed a notice of appeal related to the 
judgment with the United States Court of Appeals for the Second Circuit.  The 
Company had previously recorded as an asset approximately $1,850,000 related
to a portion of the damages the Company was seeking in the lawsuit 
Notwithstanding the judgment in its favor, the  Company has not adjusted this 
amount pending the outcome of the appeal.

The Company is involved in various other lawsuits and legal proceedings which 
arise in the ordinary course of business, none of which is expected to have a 
material adverse effect on the Company financial condition.

3 - Earnings Per Share

Earnings per share are based on the weighted average number of common shares 
and common share equivalents outstanding during the period.  Stock options are  
considered to be common share equivalents.  Fully diluted earnings per share 
also reflects the potential dilution which would result from the conversion of  
the convertible subordinated notes.

4 - Supplemental Quarterly Financial Information (Unaudited)
(Dollars in thousands, except per share amounts)

1997              1996
Mar. 31   Mar.31 June 30 Sept. 31 Dec. 31   Year

Contract revenue               89,004   64,376  69,052   80,712  96,437 310,577

Gross profit                    7,385    6,430   8,028    8,282   8,901  31,641

Income from continuing                                          
operations                       693      166   1,269    1,536    997     3,968

Net income                       693      166     909    1,536    827     3,438

Earnings per share - Primary:
Income from continuing 
operations                    0.20     0.05    0.37     0.44   0.29      1.15
Net income                     0.20     0.05    0.26     0.44   0.24      1.00

Earnings per share - Fully diluted:
Income from continuing  
operations                     0.18      0.05   0.33     0.39   0.26      1.02
Net income                     0.18      0.05   0.24     0.39   0.21      .089

Dividends paid per share       0.055     0.050  0.050    0.050  0.050     0.200

Market price:
High                          14.00     11.00  11.75    11.75  12.88     12.88
Low                           12.00     10.00  10.25    10.38  10.50     10.00

5 - Subsequent Events

On May 1, 1997, the Company completed the acquisition of Seattle, Washington 
based D.W. Close Company, Inc..  D.W. Close's principal business is commercial  
and industrial electrical construction.

6 - Pending Accounting Standard

In February 1997, the Financial Accounting Standards Boards issued Statement  
of Financial Accounting Standards No. 128, "Earnings Per Share" which 
simplifies the method for computing earnings per share.  Under the new 
requirements, primary earnings per share will be replaced with basic earnings  
per share.  The statement, which will not have a material impact on the results
of operations, financial position or cash flows of the Company, is effective 
for financial statements issued for periods ending after December 15, 1997 and 
will be adopted by the Company in the fourth quarter of 1997.

Part I Item 2.               Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three Months Ending March 31, 1997
(Dollars in thousands)

Results of Operations

Revenue for the quarter was $89,004, compared to $64,376 in 1996, or an 
increase of 38.3%.  The revenue increase was primarily due to additional 
storm work, a higher level of work in the commercial-industrial sector 
and an increase of line work in California.  The commercial-industrial sector  
includes a major electoral job for a hotel and casino in Nevada that did not 
start until the second quarter of 1996.

Gross profit for the quarter was $7,385, compared to $6,430 in 1996, or an 
increase of 14.9%.  Gross profit as a percentage of revenue was 8.3% compared 
to 10.0% in 1996.  The lower margin percentage in 1997 is primarily due to  
a greater percentage of our commercial - industrial revenues coming from 
cost-plus work.  The cost-plus work generates lower margins since it involves
lower financial risk.

Revenue and gross profit comparisons from quarter to quarter and comparable 
quarters of different periods may be impacted by variables beyond the control  
of the Company.  Such variables include unusual or unseasonable weather and 
delays in receipt of construction materials on projects where the materials  
are provided to the Company by its clients.  The different mix of the Company's 
work from period to period can impact the gross margin percentage.  As the 
percentage of revenue derived from projects in which the Company supplies  
materials increases, the gross profit percentage will generally decrease.  As  
the percentage of revenue derived from cost-plus work increases, margins may  
also decrease since this work involves lower financial risk.  Finally, since  
the Company's revenues are derived principally from providing construction 
labor services, insurance costs, particularly for workers' compensation, are a 
significant factor in the Company's contract cost structure.  Fluctuations in
insurance reserves for claims under the retrospective rated insurance programs  
can have a significant impact on gross margins, either upward or downward, in 
the period in which such insurance reserve adjustments are made.

Selling, general and administrative expenses for the quarter were $5,871, 
compared to $5,718 in 1996, and as a percentage of revenue was 6.6% compared 
to 8.9%.  This reduction reflects higher revenue volume spread over a 
relatively fixed expense base.

Net interest expense for the quarter was $242 compared to $404 in 1996.  The 
decrease in interest expense was due to lower average outstanding debt levels 
in 1997 compared to 1996.

Gain on sale of property and equipment was $7 compared to $131 in 1996.   
The 1996 amount was unusually high due to the large number of units sold as a 
result of plans to modernize the equipment fleet.

Other expense for the quarter was $124 compared to $163 in 1996 and consisted
primarily of bank fees and amortization of goodwill.  The decrease in 1997 is  
due to the elimination of amortization of a non-competition agreement that was 
fully amortized in 1996.

Income tax expense for the quarter was $462 compared to $110 in 1996.  As a 
percentage of income, the effective rate was 40% in 1997 and 1996.

The Company's backlog at March 31, 1997 was $138,100, compared to $134,900 
at December 31, 1996, and $75,700 at March 31, 1996.  Substantially all the  
current backlog will be completed within twelve months and approximately 85%  
will be completed by December 31, 1997.

Liquidity and Capital Resources

Cash flows provided from net proceeds of long term debt and the exercise of 
stock options for the quarter amounted to $2,824, which was used for operations 
of $1,849, net capital expenditures of $1,255 and dividends paid of $179.  
The Company's financial condition continues to be strong at March 31, 1997, 
with working capital of $13,871 compared to $14,171 at December 31, 1996.  
The Company's current ratio was 1.24:1 at March 31, 1997, compared to 1.25:1 at 
December 31, 1996.

The Company has a $20,000 revolving and $4,375 term credit facility.  As of 
March 31, 1997, there were $5,080 and $4,375 outstanding under the revolving  
and term credit facility, respectively.  The Company has outstanding letters 
of credit with Banks totaling $12,585.  The Company anticipates that its credit
facility, cash balances and internally generated cash flows will continue to   
be sufficient to fund operations, capital expenditures and debt service 
requirements.  The Company is also confident that its financial condition will  
allow it to meet long-term capital requirements.

The acquisition of D.W. Close Company, Inc. was completed on May 1, 1997.  
The purchase price for this transaction was paid with cash and Company notes 
issued to the seller.

Capital expenditures for the quarter were $1,282 compared to $416 in 1996.   
Capital expenditures during these periods were used for normal property and  
equipment additions, replacements and upgrades.  Proceeds from the disposal  
of property and equipment for the quarter amounted to $27 and $196 in 1996.   
The Company plans to spend approximately $5,000 on capital improvements during 
1997.

PART II

Item 1.  Legal Proceedings

There were no material developments during the quarter relating to legal 
proceedings previously reported by the Company.

Item 6.  Exhibits and Reports on Form 8-K

a. Exhibits filed herewith are listed in the Exhibit Index filed as a part 
hereof and incorporated herein by reference.

b. No reports on Form 8-K were filed by the Company for the 1st Quarter 
of 1997.

CAUTIONARY STATEMENT-- This Report may contain statements which constitute   
"forward-looking" information as defined in the Private Securities Litigation  
Reform Act of 1995 or by the Securities and Exchange Commission.  Investors 
are cautioned that any such forward-looking statements are not guarantees of  
future performance and actual results may differ.

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 thereunto duly authorized.

MYR Group Inc.

Date: May 14, 1997       By:       /s/
Elliott C. Robbins, Sr. Vice President, Treasurer,
and Chief Financial Officer
(duly authorized representative of registrant and
principal financial officer)

MYR Group Inc.
Quarterly Report on Form 10Q
for the Quarter Ended March 31, 1997

Exhibit Index
Number    Description                         Page (or Reference)

11        Computation of Net Income Per Share         11

27        Financial Data Schedules                    12

MYR Group Inc.

Exhibit 11

SCHEDULE OF COMPUTATION OF NET INCOME PER SHARE
(In thousands, except per share data)

Period Ending March 31                                  Three Months
1997     1996

Primary income per share:
Net income                                          $   693  $   166

Weighted average number of common shares
outstanding during the period                        3,243    3,187

Add - common equivalent shares (determined
using the "treasury stock" method)
representing shares issuable upon exercise
of the common share equivalents                        289      224

Weighted average number of shares for
income per common share                              3,532    3,411

Income per common share                             $  0.20  $  0.05

Fully diluted income per share:
Net income                                          $   693  $   166

Add interest on convertible subordinated notes, 
net of tax                                              59       59
$   752   $  225

Weighted average number of common shares
outstanding during the period                        3,243    3,187

Add - common equivalent shares (determined
using the "treasury stock" method)
representing shares issuable upon exercise
of the common share equivalents                       289       231

- - - Shares assumed converted from convertible
subordinated notes                                   600       600

Weighted average number of shares for
income per common share                             4,132     4,018

Income per common share                            $  0.18      (1)

(1) The calculation of fully diluted income per common share for the first 
quarter of 1996 has an antidilutive effect.

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