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 June 30, 1998

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, Suite 1012, Tower Three, Rolling Meadows, IL 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 July 28, 1998: 5,619,825

MYR GROUP INC.

I N D E X

PART I.  Financial Information                               Page No.

Item 1. Financial Statements

Condensed Consolidated Balance Sheets -
June 30, 1998 and December 31, 1997                     2

Condensed Consolidated Statements of Operations -
Three and Six Months Ended June 30, 1998 and 1997       3

Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and 1997                 4

Notes to Condensed Consolidated Financial Statements   5-7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations         8-9

PART II. Other Information

Item 1. Legal Proceedings                                      10

Item 4. Submission of Matters to a Vote of Security Holders    10

Item 6. Exhibits and Reports on Form 8-K                       10

SIGNATURE                                                       11

Part I, Item 1
Financial
Information

MYR Group Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30     Dec. 31
1998        1997
(Unaudited)       *
ASSETS
Current assets:
Cash and cash equivalents                          $     600 $     3,757
Contract receivables including retainage              76,520      75,414
Costs and estimated earnings in excess of billings    
on uncompleted contracts                              17,754      14,919
Deferred income taxes                                  5,322       5,322
Other current assets                                   1,018         587
Total current assets                                   101,214      99,999

Property and equipment:                                 56,004      54,858
Less accumulated depreciation                         39,792      37,967
16,212      16,891
Other assets                                             1,923         534
Total assets                                         $ 119,349 $   117,424

LIABILITIES
Current liabilities:
Current maturities of long-term debt               $  17,213 $    13,462
Accounts payable                                      14,291      19,727
Billings in excess of costs and estimated earnings   
on uncompleted contracts                              11,234       9,183
Accrued insurance                                     14,737      15,121
Other current liabilities                             19,562      19,908
Total current liabilities                               77,037      77,401

Deferred income taxes                                      746         746
Other liabilities                                          423         415
Long-term debt:
Promissory notes and other debt                          923       1,625
Industrial revenue bond                                  480         480
Subordinated convertible debentures                    5,447       5,679
Total long-term debt                                     6,850       7,784

SHAREHOLDERS' EQUITY
Common stock and additional paid-in capital              6,276       5,582
Retained earnings                                       29,996      27,238
Treasury stock                                             (53)       (522)
Restricted stock awards and shareholders' notes
receivable                                            (1,926)     (1,936)
Total shareholders' equity                              34,293      31,078

Total liabilities and shareholders' equity           $ 119,349 $   117,424

*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)

Periods Ended June 30                Three Months          Six Months

1998       1997         1998       1997

Contract revenue                $109,666    $112,310    $ 220,337  $ 201,314

Contract cost                     98,613     102,356      200,355    183,975

Gross profit                      11,053       9,954       19,982     17,339

Selling, general and
administrative expenses          7,244       6,659       13,983     12,530

Income from operations             3,809       3,295        5,999      4,809

Other income (expense)
Interest income                      2           8            6         16
Interest expense                  (551)       (400)        (996)      (650)
Gain (loss) on sale of
property and equipment            227        (254)         274       (247)
Miscellaneous                      (35)        201          (28)        77

Income from continuing
operations before income taxe     3,452       2,850        5,255      4,005

Income tax expense                 1,381       1,140        2,102      1,602

Income from continuing operations  2,071       1,710        3,153      2,403

Income from discontinued
operations                         ----         602         ----        602

Net income                       $ 2,071     $ 2,312    $   3,153    $ 3,005

Earnings per share - Basic:
Income from continuing
operations                    $   .37     $   .31    $     .57 $      .44
Income from discontinued
operations                       ----         .11         ----        .11
Net Income                         .37         .42          .57        .55

Earnings per share - Diluted:
Income from continuing
operations                        .31         .25          .48        .36
Income from discontinued
operations                       ----         .09         ----        .09
Net Income                         .31         .34          .48        .45

Dividends per common share          .035        .033         .070       .066

Weighted average common shares and common
share equivalents outstanding
Basic                            5,607       5,415        5,578      5,411
Diluted                          6,691       6,964        6,660      6,924

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)

Six Months Ended June 30                            1998               1997

CASH FLOWS FROM OPERATIONS

Income from continuing operations             $     3,153        $      2,403
Adjustments to reconcile income from
continuing operations to cash flows from
continuing operations
Depreciation and amortization                   2,520               2,732
Amortization of intangibles                       ----                 54
Loss (gain) on sale of property and
equipment                                       (275)                247
Changes in current assets and liabilities      (9,877)             (6,282)

Cash flows from continuing operations              (4,479)               (846)

Cash flows from discontinued operations               ----              2,456

Cash flows from operations                         (4,479)              1,610

CASH FLOWS FROM INVESTMENTS

Expenditures for property and equipment            (1,885)             (2,800)
Proceeds from disposition of assets                   446                 121
Cash used in acquisition, net of cash required        ----               (241)

Cash flows from investments                        (1,439)             (2,920)

CASH FLOWS FROM FINANCING

Proceeds from long term debt                        3,051               1,142
Proceeds from exercise of stock options                98                 112
Increase (decrease) in deferred compensation            7                  (6)
Dividends paid                                       (395)               (357)

Cash flows from financing                           2,761                 891

Decrease in cash and cash equivalents              (3,157)               (419)
Cash and cash equivalents at beginning of year      3,757               1,011
Cash and cash equivalents at end of period    $       600         $       592

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 sheets, statements of
operations and statements 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  six month  period ended  June
30, 1998 are not necessarily indicative of the results to be expected
for the full year.

2 - Acquisition

On May   1, 1997, the  Company completed the  acquisition of  all
the stock of D.W.  Close Company, Inc. (D.W.  Close).  D.W. Close  is
engaged primarily in the installation of lighting systems, electrical
maintenance/construction   and   smart   highway   construction   for
commercial, industrial and municipal customers.

All the shares of D.W. Close were exchanged for $400,000 in  cash
and $2,500,000  of  promissory  notes.    The  principal  is  due  in
installments of $250,000, $666,667, $666,667  and $916,666 on May  1,
1997, 1998, 1999 and 2000, with interest payable quarterly each year.
The transaction has been accounted for  using the purchase method  of
accounting.

3 - Discontinued Operations

As  part  of  the  sale   in  1988  of  its  former   engineering
subsidiary, the Company  retained certain rights  and obligations  in
connection with a lawsuit with National Union Fire Insurance  Company
of Pittsburgh, PA.  In June 1997, the Company settled the lawsuit and
received $4,250,000.  The Company had  a receivable relating to  this
lawsuit  of  $1,854,000.     The  remaining  $2,396,000  related   to
reimbursement for interest and legal costs.  The portion allocated to
interest was $1,042,000 and was included in continuing operations  as
other income in the second quarter of 1997.  The portion allocated to
legal costs was $1,354,000.  This amount was included in income  from
discontinued operations, reduced by additional expenses incurred  for
legal and other directly  related costs totaling  $350,000.  The  net
result on discontinued operations for the three and six months  ended
June 30,  1997 was  $602,000, including  the  income tax  expense  of
$402,000.

4 - Earnings Per Share

On December 31, 1997, the Company adopted Statement of  Financial
Accounting Standards  (SFAS)  No.  128,  Earnings  Per  Share,  which
requires  the   disclosure  of   two   earnings  per   common   share
computations: basic and diluted. The basic earnings per common  share
is computed by dividing net income by the weighted average number  of
shares of common stock.  The diluted earnings  per share reflect  the
potential dilution  which would  result from  the exercise  of  stock
options  and  conversion  of  the  convertible  subordinated   notes.
Earnings per share computations for prior years have been restated to
reflect this new standard.

Basic  and  diluted  weighted  average  shares  outstanding   and
earnings per  share  on  income from  continuing  operations  are  as
follows:

Period Ended June 30
Three Months         Six Months
Share Data:                          1998      1997       1998     1997
Basic Shares                      5,607    5,415       5,578    5,411
Common equivalent shares            725      549         723      513
Shares assumed converted            359    1,000         359    1,000
Diluted shares                    6,691    6,964       6,660    6,924

Three Months Ended June 30
1998                 1997
Total   Per Share     Total   Per Share
Income from continuing operations:
Basic                             2,071    $0.37       1,710    $0.31
Interest on convertible
subordinated shares                21                   59
Diluted                           2,092    $0.31       1,769    $0.25

Six Months Ended June 30
1998                 1997
Total   Per Share     Total   Per Share
Income from continuing operations:
Basic                             3,153    $0.57       2,403    $0.44
Interest on convertible
subordinated shares                44                  118
Diluted                           3,197    $0.48       2,521    $0.36

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

1998
Mar. 31 June 30 Sept 30 Dec 31   Year
Contract revenue                     110,671 109,666                 220,337

Gross profit                           8,929  11,053                  19,982

Income from continuing operations      1,803   3,452                   5,255

Net income                             1,082   2,071                   3,153

Earnings per share - Basic:
Income from continuing operations      0.20    0.37                    0.57
Net income                             0.20    0.37                    0.57

Earnings per share - Diluted:
Income from continuing operations      0.17    0.31                    0.48
Net income                             0.17    0.31                    0.48

Dividends paid per share               0.035   0.035                   0.070

Market price:
High                                  12.81   14.25                   14.25
Low                                   11.31   11.31                   11.31

1997
Mar. 31 June 30 Sept 30 Dec 31   Year
Contract revenue                       89,004 112,310 119,838 110,124 431,276

Gross profit                            7,385   9,954  11,789  10,532  39,660

Income from continuing operations         693   1,710   1,890   1,658   5,951

Net income                                693   2,312   1,890   1,658   6,553

Earnings per share - Basic:
Income from continuing operations    0.13    0.31    0.35    0.30    1.09
Net income                           0.13    0.42    0.35    0.30    1.20

Earnings per share - Diluted:
Income from continuing operations    0.11    0.25    0.27    0.24    0.87
Net income                           0.11    0.34    0.27    0.24    0.96

Dividends paid per share                0.033   0.033   0.033   0.033   0.132

Market price:
High                                 8.40   10.99   14.14   14.85   14.85
Low                                  7.20    6.98   10.50   12.44    6.98

6 - Pending Accounting Pronouncements

In 1997, the Financial Accounting Standards Board Issued SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information. SFAS No.
131 establishes standards for reporting information about operating segments
and related disclosures about products and services, geographic areas and major
customers. This standard is effective for years beginning after December 15,
1997, and does not need to be applied to interim financial statements in the
initial year of its application. It expands current disclosures and accordingly,
will have no impact on the Company's reported financial position, results of
operations and cash flows. The Company is assessing the impact of SFAS No. 131
on its current disclosures.

Part I Item 2.       Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Three and Six Months Ending June 30, 1998
(Dollars in thousands)

Results of Operations

Continuing Operations

Revenue  for  the three  and  six  month  periods  was $109,666 and
$220,337,  compared  to  $112,310  and  $201,314  in 1997.  This is a
decrease of 2.4% and a  increase of 9.4% for the three and six  month
periods. The  net decrease for the three  month period relates to the
winding  down of a very  large hotel and casino project in Las Vegas.
Revenues  without  this  job  were up  6%  for the three month period
versus last year.  The increase  for the  six month period relates to
the large volume of work generated from  the  large  hotel and casino
project  in Las Vegas and the  D.W. Close  acquisition  described  in
Note 2 to the Financial Statements.

Gross profit for the three and six month periods was $11,053 and
$19,982, compared to $9,954 and $17,339  in 1997.  Gross profit as  a
percentage of revenue was 10.1% and 9.1% for the three and six  month
periods, respectively, compared  to 8.9%  and 8.6%  in 1997.  Margins
were favorably impacted by lower workers compensation expense in  the
three month and six month period of 1998 as a result of the company's
safety performance.

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 due to the nature of the  Company's
work as an  outside electrical  contractor.   Such variables  include
unusual or unseasonable weather and delays in receipt of construction
materials which are  typically results  in lower  revenues and  lower
margins in the first quarter when  compared to other quarters.  As  a
general rule, the  better construction weather  in the second,  third
and fourth quarters  usually results in  higher revenues and  margins
from those quarters.  Competitive  bidding pressures may cause  these
general trends to vary.   Additionally, 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 impact  gross margins, either upward  or
downward, in the period in  which such insurance reserve  adjustments
are made.

Selling, general and administrative  expenses for the three  and
six month periods  were $7,244 and  $13,983, compared  to $6,659  and
$12,530 in 1997.  The increase for  the three and  six month  periods
reflects the inclusion of D.W. Close and additional compensation cost
to support  the  higher  volume  of  work  in  the  past  year.  This
represents 6.6% and 6.3% of consolidated  revenues for the three  and
six month periods of 1998, compared to 5.9% and 6.2% for 1997.

Net interest expense  for the three  and six  month periods  was
$549 and $990, compared to  $392 and $634 in  1997.  The increase  in
interest expense results  from higher  bank debt  to support  working
capital needs including higher  retention receivable balances on  the
major hotel and casino project in Las Vegas.

Gain (loss) on sale of property and equipment for the three  and
six month periods was $227 and $274, compared to ($254) and ($247) in
1997. The current  year gain  represents normal  sales and  disposals
related to continued  emphasis to modernize  our fleet.  The loss  in
1997 related to the sales and disposal of damaged and obsolete units.

Other expense for the  three and six month  periods was $35  and
$28, compared to other  income of $201 and  $77 in 1997. The  current
year expense consists mainly of bank  fees offset by cash  discounts.
The prior year income includes $1,042 relating to the settlement of a
lawsuit (See  Note 3  to the  Financial Statements).  Offsetting  the
prior year income  amount are  bank fees,  amortization of  goodwill,
cost accrued for  the clean-up and  move out of  an operating  unit's
facility as a result of consolidating operations and the write-off of
an investment in land that has never been developed.

Income tax  expense for  the three  and  six month  periods  was
$1,381 and  $2,102, compared  to $1,140  and $1,602  in 1997.   As  a
percentage of income, the effective rate was 40% in 1998 and 1997.

The Company's backlog at June 30, 1998 was $143,400, compared to
$130,600 at  December  31,  1997  and  $130,600  at  June  30,  1997.
Substantially all the current backlog will be completed within twelve
months and approximately 85% is expected to be completed by  December
31, 1998.

Discontinued Operations

During 1988, the Company sold two  subsidiaries. As part of  the
sale of  the engineering  subsidiary,  the Company  retained  certain
rights and obligations in connection with two lawsuits. In the  three
and six month periods of 1997, the Company recorded amounts  received
from a settlement with National Fire Insurance Company of Pittsburgh,
PA, which resulted in a gain of $602 ($1,004 pre-tax).

Liquidity and Capital Resources

Cash flows provided from proceeds of long term debt amounted  to
$3,051, proceeds from the exercise of stock options amounted to  $98,
and proceeds from the disposition of property and equipment  amounted
to $446. The cash flows were primarily used for operations of $4,479,
net capital expenditures  of $1,885  and dividend  payments of  $395.
The Company's financial condition continues to be strong at June  30,
1998 with working capital of $24,177, compared to $22,598 at December
31, 1997.  The Company's current  ratio was 1.31:1 at June 30,  1998,
compared to 1.29:1 at December 31, 1997.

The Company  has  a $20,000  revolving  and $1,250  term  credit
facility.   As  of June  30,  1998,  there were  $15,000  and  $1,250
outstanding  under   the   revolving  and   term   credit   facility,
respectively.  The  Company has  outstanding letters  of credit  with
Banks totaling  $12,243.   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.

Capital expenditures for the six months were $1,885, compared to
$2,800 in 1997.  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 six months  were $446 and  $121 in 1997.   The  Company plans  to
spend approximately $5,700 on capital improvements during 1998.

Year 2000 Compliance

Over the next two years, most companies will face a potentially
serious  business  problem  because  many software  applications and
business equipment developed in the past may not  properly recognize
calendar dates beginning in the year 2000.  This problem could cause
systems  to  become  unstable,  stop  working  altogether or provide
incorrect data based upon dates.

In 1997,  the Company began to evaluate and convert all systems
that were not  capable  of  performing properly in the year 2000 and
beyond.  All  critical  business  systems  within  the  Company  are
expected  to  be  compliant  by  December  31, 1998. The evaluation,
correction and  testing  of all material systems in the Company will
include internal staff time as well as consulting and other expenses
related  to  equipment   upgrades  and   replacements  and  software
modifications. The estimated costs associated  with the  project are
not anticipated to be material to  the financial position or results
of operations in any  given year and are being expensed as incurred.

The  Company, in  addition  to the above, is also surveying all
significant  customers  and  suppliers to determine their compliance
with the year 2000 issue and what impact, if any, their efforts will
have on the Company's business.

PART II
Item 1.  Legal Proceedings
The Company  is a  defendant in  lawsuits arising  in the  ordinary
course of its business. In the  opinion of the Company's  management,
based in part  upon the  advice of  its counsel,  these lawsuits  are
covered by  insurance, provided  for  in the  consolidated  financial
statements of the Company,  or are without  merit, and the  Company's
management is of the opinion that the ultimate disposition of any  of
these pending lawsuits will not have a material adverse impact on the
Company  in  relation   to  the   Company's  consolidated   financial
condition.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters  were submitted  to a vote  of security  holders in  the
second quarter of 1998 that were not previously disclosed.

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  second
quarter of 1998.

CAUTIONARY STATEMENT--  This Release  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: August 10, 1998    By:            /s/
Elliott C. Robbins, Sr. Vice President, Treasurer,
and Chief Financial Officer
(duly authorized representative of registrant and
principal financial officer)

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