SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No.         )

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MYR GROUP, INC.
(Name of Registrant as Specified In Its Charter)

___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:
______________________________________________________________
(2) Aggregate numer of securities to which transactions applies:
______________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
______________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________
(5) Total Fee Paid
______________________________________________________________
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously.  Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________
(2) Form, Schedule or Registration Statement No:
______________________________________________________________
(3) Filing Party:

(4) Date Filed:  April 9, 1999
______________________________________________________________

MYR Group Inc.
Three Continental Towers
1701 West Golf Road
Suite 1012
Rolling Meadows, Illinois 60008-4007

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MONDAY, MAY 10, 1999

The 1999 annual meeting of the stockholders of MYR Group Inc., a Delaware
corporation (the "Company"), will  be held in  Banquet Room B,  Rupert's,
Continental Towers, 1701 West Golf Road, Rolling Meadows, Illinois, 60008
on Monday, May 10, 1999, commencing at 10:00 a.m., Chicago time, for  the
following purposes:

1.          To elect two Class I directors.

2.          To consider and vote  upon a proposal to amend the  Company's
Certificate of Incorporation  to increase  the number  of shares  of
authorized common stock from 10,000,000 shares to 25,000,000  shares
and to reduce the stated par value  of a share of common stock  from
$1.00 to $0.01 per share.

3.          To transact such  other business as may properly come  before
the meeting or any adjournment or adjournments thereof.

The close of business on March 24, 1999 has been fixed as the record date
for the meeting.  Only stockholders  of record at that date are  entitled
to notice of and  to vote at the  meeting.  A  list of such  stockholders
will, for ten days prior to the  meeting, be open for examination by  any
stockholder, for any purpose germane to the meeting, at the office of the
Secretary of the Company, Three Continental Towers, 1701 West Golf  Road,
Suite 1012,  Rolling  Meadows,  Illinois 60008  during  regular  business
hours.  You are cordially invited to attend the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Byron D. Nelson
Secretary

Rolling Meadows, Illinois
April 9, 1999

THE FORM OF PROXY IS ENCLOSED.  TO ASSURE THAT YOUR SHARES WILL BE  VOTED
AT THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.   NO POSTAGE IS REQUIRED IF MAILED  IN
THE UNITED STATES.  THE GIVING OF A  PROXY WILL NOT AFFECT YOUR RIGHT  TO
VOTE IN PERSON IF YOU ATTEND THE MEETING.

PRELIMINARY

MYR Group Inc.
Three Continental Towers
1701 West Golf Road
Suite 1012
Rolling Meadows, Illinois 60008-4007

PROXY STATEMENT

Annual Meeting of Stockholders
To Be Held on May 10, 1999

This proxy statement is furnished to the stockholders of MYR Group  Inc.,
a  Delaware  corporation   (the  "Company"),  in   connection  with   the
solicitation of proxies by  the Company's Board of  Directors for use  at
the annual meeting of stockholders (the  "Annual Meeting") to be held  in
Banquet Room  B,  Rupert's,  Continental Towers,  1701  West  Golf  Road,
Rolling Meadows, Illinois 60008, on Monday,  May 10, 1999, commencing  at
10:00 a.m., Chicago time, and at any adjournment or adjournments thereof.

This proxy statement and the accompanying  form of proxy are first  being
mailed to  stockholders on  or about  April  9, 1999.   Proxies  will  be
solicited  principally  by  mail.    Arrangements  have  been  made  with
brokerage houses,  custodians, nominees  and fiduciaries  to forward  the
proxy materials to the beneficial owners  of common stock of the  Company
held of record by those firms.  The Company will reimburse banks, brokers
or other nominees for the expenses incurred in forwarding proxy  material
to beneficial owners.   In addition, certain  directors and officers  and
other employees  may  solicit proxies,  without  additional  remuneration
therefore, by personal contact, mail, telephone, telegraph, or electronic
communication.  The Company will bear the cost of this solicitation.

RECORD DATE, SHARES OUTSTANDING AND VOTING RIGHTS

The voting securities  of the  Company consist  solely of  its shares  of
common stock, $1.00 par value ("Common  Stock"), of which 5,622,651  were
issued and outstanding and entitled to  vote at the close of business  on
March 24, 1999, the record date for  the Annual Meeting.  Each holder  of
record of shares of Common  Stock at the record  date is entitled to  one
vote for each share held on every matter submitted to the Annual Meeting.
The election  of two Class I directors will be determined by a  plurality
of  the  shares represented  and entitled to vote  at the Annual Meeting.  
The approval  of the  amendment to  the  Company's Amended  and  Restated
Certificate of Incorporation will determined by a majority of the  shares
issued  and  outstanding  and  entitled to  vote at  the Annual  Meeting.  
Broker votes, absent directions to the contrary from beneficial  holders,
will be voted for the election of the nominees of the Board of  Directors
and for  the approval  of  the amendment  to  the Company's  Amended  and
Restated  Certificate  of  Incorporation.  Any  other  business  properly
brought before the Annual Meeting will be determined by a majority of the
shares represented  and entitled  to  vote at  the  Annual Meeting.    An
automated system administered  by the  Company's transfer  agent will  be
used to  tabulate  the votes.    Broker  non-votes will  be  counted  for
purposes of determining whether a quorum is present for the meeting.

Shares of Common Stock cannot be  voted at the Annual Meeting unless  the
holder of record  is represented by  proxy or present  at the meeting  in
person.   The  enclosed proxy  is  a means  by  which a  stockholder  may
authorize the  voting of  his shares  at the  Annual Meeting.   When  the
stockholder has properly  executed and  delivered the  proxy, the  shares
represented thereby will  be voted  in accordance  with the  instructions
thereon.  The enclosed proxy may be revoked by the stockholder giving  it
at any time before it is exercised,  either in person at the meeting,  by
written notice to  the Secretary  of the Company  or by  delivery of  any
later-dated proxy.

ELECTION OF DIRECTORS

The Company's Certificate  of Incorporation  provides that  the Board  of
Directors shall be  divided into  three classes,  such classes  to be  as
nearly equal in number  as possible.  On  January 3, 1995, in  accordance
with provisions of  the Agreement  and Plan  of Merger  dated October  5,
1994, (as amended) (the "Merger Agreement") by and among the Company, HMM
Corporation (a  wholly  owned  subsidiary  of  the  Company)  and  Harlan
Electric Company ("Harlan"), the Board of Directors amended the bylaws of
the  Company  to  provide  that  the  number  of  directors  which  shall
constitute the whole Board  of Directors be increased  from four to  five
and elected Mr. John M. Harlan as a Class I director to become the  fifth
director of the Company.   Mr. Harlan was  re-elected by stockholders  at
the 1996  annual  meeting  of  stockholders.    The  Board  of  Directors
currently consists of two  Class I directors (whose  terms expire at  the
Annual Meeting), two Class II directors (whose terms shall expire at  the
2000 annual meeting of  stockholders) and one  Class III director  (whose
term expires at the 2001 annual meeting of stockholders).

The Board of Directors has nominated Messrs. William G. Brown and John M.
Harlan for election as Class I directors at the Annual Meeting.   Messrs.
Brown and Harlan  are the incumbent  Class I directors.   It is  intended
that shares represented by properly executed proxies will be voted at the
Annual Meeting, in the absence of contrary instructions, for the election
of Mr. Brown and Mr. Harlan as the Class I directors.  Should either  Mr.
Brown or Mr.  Harlan be  unavailable for  election for  any reason,  such
proxies will be voted  for a substitute or  substitutes nominated by  the
Board of Directors.

The following information is set forth below with respect to each nominee
and the incumbent directors:   (i) his name, (ii)  his age, (iii) all  of
his positions and offices with the Company, (iv) his business  experience
during the past five years, (v) his directorships in other publicly  held
companies, and (vi) the period during  which he has served as a  director
of the Company.

Class I Nominees - Term expires 2002

WILLIAM G. BROWN  (56) Director since  1990. Partner in  the law firm  of
Bell, Boyd & Lloyd, Chicago, Illinois  (since 1976). Mr. Brown is also  a
director of  Dovenmeuhle Mortgage,  Inc.,  CFC International,  Inc.,  and
Managed Care Solutions, Inc.

JOHN M. HARLAN (65) Director since 1995. Former Chairman and President of
Harlan Electric Company, an electrical construction firm (1963 - 1994).

Class II Directors - Term Expires 2000

ALLAN E. BULLEY, JR. (66) Director since 1992. Chairman (since 1991)  and
Chief Executive Officer  (since 1970) of  Bulley and  Andrews, a  general
construction firm, Chicago, Illinois.

BIDE L.  THOMAS (63)  Director since  1993.  Former President  and  Chief
Operating Officer  of  Commonwealth  Edison Company,  an  investor  owned
electric utility, Chicago, Illinois.   Mr. Thomas is  also a director  of
Northern  Trust  Corporation,  The  Northern  Trust  Company  and  R.  R.
Donnelley & Sons Company.

Class III Director - Term expires 2001

CHARLES M. BRENNAN III  (57) Director since  1986. Chairman (since  1988)
and Chief Executive Officer (since 1989) of the Company.  Mr. Brennan  is
also a director of ROHN Industries, Inc. and Control Devices, Inc.

THE BOARD  OF DIRECTORS  UNANIMOUSLY4RECOMMENDS  THAT  STOCKHOLDERS  VOTE
FOR THE  ELECTION OF  WILLIAM G.  BROWN AND  JOHN M.  HARLAN AS  CLASS  I
DIRECTORS OF THE COMPANY.

Governance of The Company By Its Board Of Directors

The bylaws of the Company require the Board of Directors to have an Audit
Committee and permit the Board of Directors to designate, by  resolution,
other committees of the Board to have and exercise certain of the  powers
of the Board of Directors in  the management of the business and  affairs
of the Company.   The  primary functions of  the Audit  Committee are  to
review the  Company's interim  and annual  financial statements  and  the
reports of  its  management  and auditors  thereon,  and  to  report  its
findings and  recommendations to  the Board  of Directors.   The  current
members of the Audit Committee are Mr. Brown (Chairman), Mr. Bulley,  Mr.
Harlan, and Mr. Thomas.   The Board of  Directors has also established  a
Compensation  Committee.    The  current  members  of  the   Compensation
Committee are  Mr. Thomas  (Chairman), Mr.  Brown and  Mr. Bulley.    The
primary  purposes  of  the  Compensation  Committee  are  to  review  the
Company's overall compensation programs, to  set the compensation of  the
Chief Executive Officer  and other executive  officers and to  administer
the Company's management  incentive plans.   The Board  of Directors  has
also established  a committee  of Mr.  Thomas and  Mr. Bulley,  two  non-
employee  directors,  to  administer  the  Company's  stock  option   and
restricted stock plans.   During 1998  the Board of  Directors held  four
meetings, the  Audit Committee  held two  meetings and  the  Compensation
Committee held three meetings.   During 1998,  no director attended  less
than 75% of all meetings  of the Board of  Directors and all meetings  of
committees of which he was a member.

Compensation of Directors

Each director of the Company who is not an employee of the Company or any
of its subsidiaries is paid a fee of $12,000 annually ("Annual Retainer")
plus $1,000 for each  meeting of the Board  of Directors or committee  of
the Board which he attends, with a maximum of one meeting fee payable for
any calendar day.

Under the terms  of the 1993  Non-Employee Directors'  Stock Option  Plan
("1993 Plan") each non-employee director, upon his or her first  election
to the Board of Directors, receives  an option to purchase 10,000  shares
of Common Stock (as adjusted as hereinafter described).  The plan further
provides that  each  director shall  receive  an option  to  purchase  an
additional 1,000  shares  of Common  Stock  (as adjusted  as  hereinafter
described) on the date each annual meeting of stockholders is held  after
the year in which the non-employee director was first elected to Board of
Directors.  The  terms of the  initial option grant  and of  each of  the
subsequent annual grants are: (i) the  option price shall be the  average
of the high and  low prices of a  share of common stock  on the New  York
Stock Exchange on  the date  of grant; (ii)  the option  shall vest  with
respect to 25% of  the shares six  months after the  date of grant,  with
respect to an additional  25% of the  shares one year  after the date  of
grant, with respect to  an additional 25% of  the shares two years  after
the date of the grant, and  with respect to the  final 25% of the  shares
three years after the  date of the grant;  (iii) the option shall  expire
ten years after the date of the grant.  On December 15, 1995, the Company
paid a stock dividend of one share of Common Stock for each three  shares
of Common Stock held by stockholders as of the record date of December 1,
1995 (the "1995 Stock Dividend").  On December 15, 1997, the Company paid
a stock dividend of two shares of Common Stock for every three shares  of
Common Stock held by the stockholders  as of the record date of  December
1, 1997 (the "1997  Stock Dividend").  Under  the terms of the  Company's
stock option  plans the  number of  shares subject  to the  plans and  to
options granted under the plans are proportionately adjusted in the event
of a stock dividend or other events described in the plans.  As a  result
of the 1995 and 1997 Stock Dividends the number of shares covered by  the
initial stock option grants to Messrs.  Brown, Bulley, Harlan and  Thomas
were adjusted to 22,224 shares. The number of shares covered by grants of
option on the  dates  of annual meetings of stockholders are  adjusted to
2,224 shares.

Under the  terms  of  the  Company's  1996  Non-employee  Director  Stock
Ownership Plan ("1996 Plan") a non-employee Director may elect to receive
his or her  Annual Retainer  in shares  of restricted  Common Stock.  The
restrictions lapse  on  the  fifth  anniversary  date  of  award  or  the
Director's earlier  death, disability  or  retirement Messrs.  Brown  and
Bulley  each  elected  to  receive  his  Annual  Retainer  in  shares  of
restricted Common Stock under  the 1996 Plan.   The number of  restricted
shares awarded to Mr. Brown and Mr. Bulley under the 1996 Plan  (adjusted
for the 1997  Stock Dividend) on  the dates of  the 1996,  1997 and  1998
annual meetings of stockholders were 1,891  shares, 1,588 shares and  947
shares respectively.

Compensation Committee Interlocks and Insider Participation

For the year  ended December  31, 1998, the  Company paid  legal fees  to
Bell, Boyd & Lloyd in the amount of  $48,972.  Mr. Brown, a Director  and
member of the Compensation Committee, is a partner in Bell, Boyd & Lloyd.
The Company anticipates that Bell, Boyd & Lloyd will continue to  provide
legal services to the Company in 1999.

Certain Relationships and Related Transactions

On  January  3,  1995,  the  Company  acquired  all  of  the  issued  and
outstanding shares  of capital  stock of  Harlan in  accordance with  the
terms of the Merger Agreement for a consideration consisting of cash  and
certain Escrow and  Non-Escrow Notes.   The Escrow  and Non-Escrow  Notes
provide that  they may  be converted  into shares  of Common  Stock at  a
conversion price of $12.6212.   As a  result of the  1995 and 1997  Stock
Dividends and in accordance with the  terms of the Escrow and  Non-Escrow
Notes the conversion price was decreased to $5.67954. John M. Harlan  and
his five brothers  and sisters (the  "Noteholders") received  all of  the
Escrow and Non-Escrow notes.  Both  the Escrow and Non-Escrow Notes  bear
interest at  the rate  of 7%  and are  for  a term  of seven  years  with
interest being paid semi-annually and the principal being repaid in three
equal payments  on January  3, 2000,  2001 and  2002 respectively.    The
Escrow and the  Non-Escrow notes may  be redeemed by  the Company at  any
time after January 3, 2000 or at any  early time with the consent of  the
Noteholder.  As  a result  of a settlement  between the  Company and  the
Noteholders related to  certain claims against  the Escrow  Notes by  the
Company under the Merger Agreement, each  of the Noteholders has  granted
an option to the Company to purchase any and all shares into which he  or
she elects to convert his or  her Escrow Note and one  of his or her  two
Non-Escrow Notes at an exercise price of $5.67954 per share.  In the case
of Mr. Harlan, he has  granted an option to  the Company to purchase  any
and all shares into  which he elects  to convert his  Escrow Note in  the
amount of $279,096 and one of his  two Non-Escrow Notes in the amount  of
$210,776. The other Non-Escrow Note held  by Mr. Harlan is in the  amount
of $326,322.

AMENDMENT TO THE COMPANY'S RESTATED
CERTIFICATE OF INCORPORATION

The Board of Directors of the  Company believes it is advisable to  amend
the Company's Restated Certificate  of Incorporation (the  "Certificate")
to increase  the authorized  shares of  Common Stock  from 10,000,000  to
25,000,000 shares  thereby increasing  the total  authorized shares  from
11,000,000 to 26,000,000. The Board of Directors of the Company  believes
it  is  advisable  to  amend   the  Company's  Restated  Certificate   of
Incorporation (the "Certificate") to reduce the par  value of the  Common
Stock from  $1.00 per  share  to $0.01  per  share. Accordingly,  at  its
meeting held February 17, 1999, the Board adopted a resolution  proposing
that an amendment  (the "Amendment") to  the first  paragraph of  Article
Fourth of the Certificate be presented to the stockholders at the  Annual
Meeting for approval.

If approved by the  stockholders, the first  paragraph of Article  Fourth
would read in its entirety as follows:

"FOURTH:   The  number of  shares  of  all classes  of  stock  which  the
corporation  shall  have  authority   to  issue  is  twenty-six   million
(26,000,000), of  which twenty-five  million (25,000,000)  shares of  par
value of $0.01 each are to be of  a class designated as Common Stock  and
one million (1,000,000) shares of par value of $1.00 each are to be of  a
class designated Preferred Stock.  The Preferred Stock shall be  issuable
in series."

Of the  10,000,000 shares  of Common  Stock presently  authorized, as  of
March 24,  1999,  5,749,900  shares  of  Common  Stock  were  outstanding
(including 127,249 held in treasury), 1,222,910 shares were reserved  for
issuance pursuant to outstanding stock options under the Company's  stock
option and restricted stock plans, 344,696 were reserved for issuance for
future grants  under  the Company's  stock  option and  restricted  stock
plans, and 309,810 shares were reserved  for issuance upon conversion  of
outstanding subordinated  convertible  notes. The  additional  shares  of
Common Stock proposed  by the  Amendment would  be part  of the  existing
class of Common Stock and, if and when issued, would have the same rights
and privileges as the shares of Common Stock presently outstanding.

The proposed increase in the number of authorized shares of Common  Stock
would give the Board the necessary  flexibility to issue Common Stock  in
the future in connection with the raising of capital, the acquisition  of
new businesses,  employee stock  benefit plans,  future stock  splits  or
dividends,  and  other   corporate  purposes  as   deemed  necessary   or
appropriate by the Board of Directors.

Approval of the Amendment will eliminate  the delay and expense  involved
in calling a special meeting of stockholders to authorize the  additional
shares.  If the Amendment is approved, no further action or authorization
by the Company's stockholders would be necessary prior to issuance of the
additional shares, except as may be required for a particular transaction
by the Company's Restated Certificate of Incorporation, by applicable law
or regulatory agencies or by the rules of any stock exchange on which the
Company's Common Stock may then be listed.

The New  York Stock  Exchange, on  which the  Company's Common  Stock  is
listed, currently  requires stockholder  approval  as a  prerequisite  to
listing shares in several instances, including acquisition  transactions,
where the present  or potential  issuance of  shares could  result in  an
increase of  at  least  20% in  the  number  of shares  of  Common  Stock
outstanding. The Company currently has no  plans or arrangements for  the
issuance of shares of Common Stock  other than the issuance of shares  of
Common Stock pursuant to the Company's Stock Option and Restricted  Stock
Option Plans and issuance  of shares upon  exercise of conversion  rights
under certain subordinated  Escrow and  Non-Escrow Notes.   (See  Certain
Relationships and Related Transactions.)  Stockholders of the Company  do
not have  and  will not  have  any  pre-emptive rights  with  respect  to
issuance of shares of Common Stock of the Company.

Approval of the Amendment would also mean that each outstanding share  of
Common Stock, which currently has a  par value of $1.00 per share,  would
thereafter have a par value of $0.01 per share.  Under the corporate  law
of Delaware, the Company's jurisdiction of incorporation, the  assignment
of par value to  capital stock is within  the discretion of the  Company,
and the law permits the issuance  of8capital stock without any par value.
Under Delaware law, the Company must allocate to capital the par value of
the capital stock it  issues, including additional  shares issued in  the
form of a dividend.

The Amendment would permit the Company  to reduce the amount required  to
be allocated to capital when it issues Common Stock and to transfer  from
capital to surplus  the difference between  the $1.00 and  the $0.01  par
values with  respect to  each outstanding  share. Under  Delaware law,  a
Company is permitted to pay dividends and to repurchase shares of capital
stock out of surplus but not out  of capital. The reduction in par  value
would not otherwise change any of the rights of holders of Common Stock.

The affirmative vote of the majority of the outstanding shares of  Common
Stock, entitled to  be cast  at the meeting  is required  to approve  the
Amendment.

THE BOARD  OF  DIRECTORS  RECOMMENDS  A VOTE  FOR  THE  APPROVAL  OF  THE
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY.

EXECUTIVE OFFICERS OF THE COMPANY

Position(s) Held       Officer of the
Name            Age      with the Company        Company Since
----            ---      ----------------        -------------

Charles M. Brennan III    57  Chairman and Chief               1988
Executive Officer

William S. Skibitsky (1)  49  President and Chief              1994
Operating Officer

William A. Koertner (2)   49  Senior Vice President,           1998
Chief Financial Officer
and Treasurer

Byron D. Nelson           52  Senior Vice President,           1984
General Counsel and Secretary
_______________

(1)  Mr. Skibitsky was elected  President and Chief Operating Officer  of
the Company on July  23, 1996 and had  been previously elected  Executive
Vice President of the  Company and President  of The L.  E. Myers Co.  (a
wholly owned subsidiary of the Company) on May 12, 1994.

(2)   Mr. Koertner  was elected  Senior Vice  President, Chief  Financial
Officer and Treasurer on November 9, 1998.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table, including footnotes, shows for the years 1998, 1997,
and 1996, the cash compensation paid  by the Company, as well as  certain
other compensation  paid  or  accrued  for  those  years,  to  the  named
Executive Officers in all capacities in which they served.

SUMMARY COMPENSATION TABLE

Long Term Compensation

Annual Compensation                 Awards            Payouts    All Other
------------------------------   -----------------------   -------
Other Annual     Restricted    Option/     LTIP     Compen-
Name and Principal              Salary   Bonus   Compensation       Stock         SAR      Payouts    sation
Position            Year  ($) (1)    ($)    ($) (2) (3)    Award(s)($)(4)    (#)        ($)     ($) (5) (6)
--------            ----  -------   ------- ------------   --------------    ---        ---     -----------

Charles M. Brennan.           1998  404,039   307,990       88,800      306,250      50,000                    0
Chairman and                  1997  357,548   293,000      120,783      191,250                                0
Chief Executive Officer       1996  307,500   217,000      142,843      161,250                                0

William S. Skibitsky          1998  269,288   197,400       20,800      245,000      30,000               26,889
President and Chief           1997  232,885   187,000       21,693      143,438           0               34,153
Operating Officer             1996  207,200   155,000       25,834       85,312           0                    0

Byron D. Nelson               1998  187,346   115,800       20,800       91,875      15,000               20,236
Senior Vice President      1997  168,750   115,000       25,833       76,500                            4,973
General Counsel and        1996  159,000    77,500       24,945       56,875                            9,680
Secretary

William A. Koertner (7)       1998   28,664    10,000            0      116,900      50,000                    0
Senior Vice President
Chief Financial Officer
and Treasurer

Elliott C. Robbins (8)        1998  139,274         0        1,333       91,875           0                    0
Senior Vice President      1997  168,750   115,000       25,833       76,500           0                4,937
Treasurer and Chief        1996  159,000    67,500       24,956       56,875           0                9,686
Financial Officer

Notes to Summary Compensation Table

(1) Includes  amounts deferred  at the  election of  the named  executive
officers under the  401(k) feature of  the Company's  Profit Sharing  and
Thrift Plan.  Includes  automobile allowances of $600  per month for  Mr.
Skibitsky (through  May 1998),  and $500  per month  for Messrs.  Nelson;
Robbins  (through  August   1998),  Koertner   (November  and   December)
respectively.  Mr. Brennan and Mr.  Skibitsky (since June 1998) are  each
provided with an automobile by the Company.

(2) Includes: (i)  the vested  portion of  Company contributions  to  the
Profit Sharing  and Thrift  Plan and  (ii) dividend  equivalent  payments
under the  Company's Stock  Option and  Restricted Stock  Plans on  stock
options held  by the  named executive  officers for  all reported  years.
Effective with  the  third quarter  1997  dividend, the  named  executive
officers are no longer entitled to these dividend equivalent payments.

(3) In 1991,  in  lieu of  any  other retirement  benefit  not  available
generally to all employees, Mr. Brennan was granted an option to purchase
50,000 shares of Common  Stock and borrowed the  exercise price from  the
Company to exercise the option.   Included in the  amount set forth is  a
payment of  $68,000  to Mr.  Brennan  which is  equal  to the  amount  of
principal payment payable to the Company  by Mr. Brennan on December  31,
1996, 1997 and 1998 under the terms of the promissory note evidencing the
loan.  Upon receipt,  Mr. Brennan immediately paid  these amounts to  the
Company as payment of the principal due on the note. The amount does  not
include an additional payment of  $21,432 for 1998, $26,790 for 1997, and
$32,148 for 1996, which is equal to the amount of interest accrued on the
promissory note at the applicable Federal  rate under Section 1274(d)  of
the Internal Revenue  Code of 1986,  as amended.   On December 31,  1998,
December 31,  1997  and  December  31,  1996  respectively,  Mr.  Brennan
received payments equal to these amounts which he immediately paid to the
Company as payment of the interest amount due  on the note.  There is  no
net income  or expense  effect from  these  interest payments  since  the
interest income earned by the Company offsets the payment expense.   (See
Employment Agreement - C. M. Brennan III)

(4)         Amount  is determined  by multiplying  the number  of  shares
times the closing price  of a share of  Common Stock on  the NYSE on  the
date of grant.  Unless otherwise amended by the Committee of the Board of
Directors which  administers the  Company's Stock  Option and  Restricted
Stock Plans, the restrictions  lapse on the 7th  anniversary date of  the
date of  grant  or upon  the  named executive  officer's  earlier  death,
disability or retirement.  Dividends are  paid on restricted shares.   As
of December 31, 1998 the total  number of and value of restricted  shares
held by the Company for Messrs.  Brennan, Skibitsky, Nelson and  Koertner
were  66,666  shares/$766,659;  45,000 shares/$517,500;   22,500  shares/
$258,750; and 10,000 shares/$115,000 respectively.

(5)         Includes  amounts   accrued  by  the   Company  as   unfunded
liabilities for  Messrs.  Nelson  and Robbins  pursuant  to  Supplemental
Retirement and Death Benefit Agreements (SRDB Agreements) entered into in
1984 between the Company and each of them.  Under the SRDB Agreements the
named executive  officers  are  entitled, upon  retirement  or  permanent
disability, to an aggregate amount equal to two times their highest  base
salary (Benefit Amount) payable in 120 equal monthly installments over  a
period of 10 years (or, in the event of death, to their beneficiary  over
15 years).  The Benefit Amount is reduced by 15%, 25%, 33.3%, 40% and 45%
in the event the named executive officer  retires at age 64, 63, 62,  61,
or 60, respectively.  No benefit shall be paid in the event of the  named
executive officer's retirement prior to age 60.

(6)         The   amount   included   for   Mr.   Skibitsky    represents
reimbursement for certain costs associated with the sale of his  previous
residence in Connecticut, which the Company had agreed to pay at the time
Mr. Skibitsky was employed by the Company.

(7)         Mr. Koertner joined  the Company and was elected Senior  Vice
President, Chief Financial Officer and Treasurer on November 9, 1998.

(8)         Mr. Robbins  resigned from the  Company effective August  14,
1998.

Stock Options

The following  tables contain  information concerning  the stock  options
granted to, exercised  by and  held by  the named  executive officers  in
1998.   The Company's  stock option  and restricted  stock plans  do  not
provide for the grant of SARs.  The Potential Realizable Values set forth
result from calculations assuming 5% and  10% growth rates in  accordance
with  rules  and  regulations  promulgated  by  the  Securities  Exchange
Commission. The Value of  Unexercised In-the-Money Options is  calculated
using the difference  between fair market  value of the  Common Stock  at
December 31,  1998 ($11.50  per  share) and  the  exercise price  of  the
options.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Potential
% of Total                           Realizable
Options/                          Value at Assumed
SARs      Exercise              Annual Rates of
Granted to      or                      Stock
Options/    Employees     Base               Price Appreciation 
SARs          in        Price   Expiration         for
Name            Granted (#) Fiscal Year  ($/Sh)    Date         Option Term
- ----            ----------- -----------  ------    ----      -----------------
5% ($)    10% ($)
------    -------

C.M. Brennan       50,000      24.5%     $13.00  05/06/08    286,614  841,402

W.S. Skibitsky     30,000      14.7%     $13.00  05/06/08    171,969  504,841

B.D. Nelson        15,000       7.3%     $13.00  05/06/08     85,984  252,421

W.A. Koertner (1)  50,000      24.5%     $11.69  11/09/08    352,114  906,902

E.C. Robbins (2)        0       0        n/a      n/a            0        0

AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUE
Value of
Number of       Unexercised
Unexercised     In-the Money
Options/SARs    Options/SARs
at FY-End (#)    at FY-End ($)
--------------  --------------
No. Shares    Dollar
Acquired      Value        Exercisable/    Exercisable/
Name                   on Exercise  Realized      Unexercisable   Unexercisable
- ----                   -----------  --------      -------------   -------------

Charles M. Brennan III      0          $0     E        430,558       3,500,296
U        172,222         562,221

William S. Skibitsky        0          $0     E         72,225         438,960
U         35,556          27,613

Byron D. Nelson             0          $0     E         77,782         593,087
U         15,000               0

William A. Koertner (1)     0          $0     E              0               0
U         50,000               0

Elliott C. Robbins (2)   66,392     $597,945  E              0               0
U              0               0

(1)   Mr.  Koertner was  elected  Sr. Vice  President,  Chief  Financial
Officer and Treasurer November 9, 1998.

(2)  Mr. Robbins resigned from the Company effective August 14, 1998.

Employment Agreement - C. M. Brennan III

The Company  and  Charles  M. Brennan  III  entered  into  an  employment
agreement effective  January  1,  1998 (the  "Brennan  Agreement")  which
replaced a  prior agreement  between the  Company and  Mr. Brennan  which
expired December 31, 1996.  The initial term of the Brennan Agreement was
from January 1, 1998 through December 31, 1998 and the agreement provides
that it will renew automatically for successive one-year terms thereafter
unless terminated in  accordance with the  terms of the  agreement.   The
Brennan Agreement provides that the Company  shall employ Mr. Brennan  as
Chairman and Chief Executive Officer at  a base compensation per year  of
not less  than $312,500.   The  Agreement provides  that Mr.  Brennan  is
entitled to receive an  incentive bonus in accordance  with the terms  of
any incentive compensation plan which may exist from time to time  during
the term of the Brennan Agreement.

The  Brennan  Agreement  further  provides  that,  upon  termination   of
employment  for  certain  defined  reasons  set  forth  in  the   Brennan
Agreement, Mr. Brennan (or  his estate) will receive  an amount equal  to
from one to two times his annual base salary plus an amount equal to from
one to two times his annual  incentive amount determined on the basis  of
the Company having achieved 100% of its financial goals.  The amounts  of
these payments are determined based upon  the reason for the  termination
of Mr.  Brennan's  employment.    In  addition,  all  stock  options  and
restricted stock grants to Mr. Brennan shall become fully vested and  the
amount of remaining indebtedness, if any,  of Mr. Brennan to the  Company
described  under  the  heading  "Indebtedness  of  Management"  shall  be
forgiven.

Indebtedness of Management

During 1991, the Board  of Directors granted to  Mr. Brennan, in lieu  of
any retirement benefit generally not available to all salaried employees,
a stock  option to  purchase  50,000 shares  of  Common Stock  under  the
Company's 1990 Stock Option Plan (the "Brennan Option") and the Board  of
Directors provided Mr. Brennan a cash grant of $731,500 restricted in its
use to  the  exercise  of  the  Brennan Option  under  the  terms  of  an
employment agreement  between  the  Company and  Mr.  Brennan.    At  the
expiration of its term the employment  agreement was replaced with a  new
agreement.  (See Employment  Agreement _ C.M. Brennan  III.)  As part  of
the employment  agreement, the  Company agreed  to lend  $680,000 to  Mr.
Brennan and to provide him a cash grant of $51,500 upon his execution  of
the agreement.  Mr. Brennan used the proceeds of the loan and the $51,500
to return to the Company the $731,500 previously received by him and used
for the exercise of the stock option.  The loan of $680,000 is  evidenced
by a  promissory note  delivered to  the Company  by Mr.  Brennan and  is
payable in equal installments  of $68,000 (plus  interest thereon at  the
applicable Federal rate  under Section  1274(d) of  the Internal  Revenue
Code of 1986) on December 31 of each year commencing on December 31, 1992
and thereafter through December 31, 2001. The promissory note is  secured
by shares  of  Common  Stock.   As  of  January 1,  1999,  the  remaining
principal on the note was $272,000.  The Brennan Agreement provides  that
Mr. Brennan is entitled to receive,  on December 31 on each year  covered
by the Brennan Agreement and its predecessor agreements, a payment in  an
amount equal to  the principal and  interest payment due  to the  Company
from Mr.  Brennan for  such years  under the  above described  promissory
note.  The Brennan  Agreement provides that, in  the event Mr.  Brennan's
employment terminates as a result of his death or disability, the Company
will forgive  all  remaining  unpaid principal  and  interest  under  the
promissory note described above.

REPORT OF THE COMPENSATION COMMITTEE

In 1994, the Board of Directors established a Compensation Committee (the
"Committee") which consists of Mr. Thomas  (Chairman), Mr. Brown and  Mr.
Bulley.   The  Committee reviews  overall  compensation programs  of  the
Company  and  administers the Company's  management incentive plan (MIP).  
The Compensation  Committee  also  sets the  compensation  of  the  Chief
Executive Officer and the other named executive officers of the  Company.
The  purpose of the overall compensation program is to attract and incent
key management personnel.  The Board also established a committee of non-
employee  directors  to  administer   the  Company's  stock  option   and
restricted stock plans.   This Committee consists of  Mr. Thomas and  Mr.
Bulley.   The  principal components  of  the compensation  of  the  Chief
Executive Officer and the other named executive officers are base salary,
short term  incentive  awards under  the  Company's MIP,  and  long  term
incentives under the Company's stock option and restricted stock plans.

The Committee bases  its decisions  regarding compensation  of the  Chief
Executive Officer on  the philosophy that  a significant  portion of  his
compensation must be determined by the performance of the Company against
its business plan.   It believes generally that  base salaries should  be
competitive within  the  industries in  which  the Company  conducts  its
business and  should be  within  the range  of  mean and  mid-points  for
comparable positions  as  determined  by  various  industry  compensation
analysts and studies.  In addition, incentive compensation awards,  stock
options and restricted stock grants  should provide an opportunity  based
upon performance  for  the  Chief  Executive  Officer,  the  other  named
executive officers and other key management personnel to earn  additional
compensation which would  place them in  the upper  half of  compensation
ranges for comparable positions as set forth in such studies.

The MIP, adopted  by the Board  of Directors in  1995, provides that  the
Chief Executive Officer, the other named executive officers, and  certain
other key  management  personnel  are eligible  for  an  award  for  each
calendar year in which the Company  achieves at least 75% of its  planned
earnings  per  share  goal  for  the  year.    This  minimum  performance
requirement may be amended, from time to time, by the Board of Directors.
Awards  may  be granted  to  all, some,  or  none of  the  aforementioned
eligible participants and may vary from  10% to 115% of the  individual's
base salary.  The amount of the award for the Chief Executive Officer  is
determined by the  Committee based upon  an evaluation  of the  Company's
performance  against  its  business  plan  and  the  Committee's  overall
evaluation  of  the   Chief  Executive   Officer's  performance   against
objectives.   In addition  to the  evaluation  of the  Company's  overall
performance against plan, the  amount of the awards  for the other  named
executive officers who  are responsible  for divisions  of the  Company's
operations are determined by  the Committee based  upon an evaluation  of
each such  executive officer's  division's  performance compared  to  its
business plan  revenues,  contract  margins  and  operating  income.  The

Committee  also  considers  in  its  determination  of  awards,  (i)  the
evaluation of performance against certain  other specific goals, such  as
safety, an  element of  which is  measured by  a reduction  in lost  time
accidents, established at the  time the business plans  for the year  are
finalized, and (ii)  the evaluation  of the  executive officer's  overall
performance in his position.  Awards for executive  officers who are  not
responsible for division operations are determined by the Committee based
upon the  Company's overall  financial performance  against its  business
plan in  the  same manner  as  for the  Chief  Executive Officer  and  an
evaluation of such executive officer's overall performance in his or  her
position,  considering  the responsibilities of  such  executive officer.
The Board of Directors  may  grant  discretionary  awards notwithstanding
the terms of the MIP.  Awards to the named  executive  officers under the
MIP for 1996,  1997, and 1998  are set forth in  the Summary Compensation
Table.

The Company utilizes stock option and  restricted stock grants as  longer
term compensation  vehicles.   The  Committee believes  that  significant
linkage between  the compensation  of the  Chief Executive  Officer,  the
named  executive   officers  and   key  management   personnel  and   the
maximization of stockholder wealth through  appreciation in the value  of
Common Stock is created  through the use of  stock option and  restricted
stock grants.  Options are generally  priced at the fair market value  of
the underlying stock on the date of the grant and vest incrementally over
four to  five  years.    Restricted  stock  grants  vest  on  a  schedule
determined by the Committee.  In 1998, options to purchase 145,000 shares
of Common Stock  were granted to  the named executive  officers of  which
50,000 were granted  to Mr. Brennan.  The stock options  granted in  1998
vest in 25% increments beginning one year from the date of grant.  During
1998,  restricted  stock  grants  totaled  62,500  shares  to  the  named
executive officers, of  which 25,000 were  granted to Mr.  Brennan.   The
restrictions lapse seven  years from the  date of grant.   The  Committee
believes the  incremental vesting  of options  and extended  periods  for
restrictions to lapse on grants of restricted stock provide a longer term
incentive to  its executive  officers  thereby providing  a  compensation
vehicle by which to retain successful managers.

Compensation Committee

Bide L. Thomas, Chairman
William G. Brown
Allan E. Bulley, Jr.

Performance Graph

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG
MYR GROUP INC., THE NYSE MARKET INDEX AND THE DOW JONES
HEAVY CONSTRUCTION INDUSTRY GROUP INDEX

[Graph Appears Here]

Company               1993    1994    1995    1996    1997    1998
-------               ----    ----    ----    ----    ----    ----

MYR Group, Inc.        100  103.27  140.09  175.09  296.97  268.91
DJHCI Index            100   78.67   84.13   89.17   73.76   68.91
NYSE Market Index      100   98.06  127.15  153.16  201.50  239.77

The above graph compares the performance  of MYR Group Inc. with that  of
the New  York  Stock  Exchange  Market Index  and  the  Dow  Jones  Heavy
Construction Industry Group Index (DJHCI)  which is a published  industry
index.  The  companies which comprise  the Dow  Jones Heavy  Construction
Industry Group are: Abrams Industries, Inc.; Ameron International  Corp.;
Astec Industries;  BFC Construction  Corp.; Bufete  Industrial; Cal  Dive
International, Inc.;  Chicago Bridge  &  Iron, NV;  Devcon  International
Corp.; Dycom Industries  Inc.; Emcor Group  Inc.; Empresas ICA  Sociedad;
Fluor Corporation; Foster  Wheeler Corporation;  Gencor Industries  Inc.;
Gibbs Construction,  Inc.;  Goldfield  Corporation;  Graham  Corporation;
Granite Construction Inc.; Grupo Mex  Desarrollo B; Grupo Mex  Desarrollo
L.; Grupo Tribasa AS DE CV; Huntway Refining Co.; Insituform East,  Inc.;
Insituform Technologies CL (A);  Jacobs Engineering Group; Meadow  Valley
Corporation; Michael Baker Corp.; Morrison Knudsen Corporation; MYR Group
Inc.; OLS Asia Holding Ltd. ADR;  Omniamerica, Inc.; Randers Group  Inc.;
Rica Foods, Inc.; Robertson-CECO Corporation; Salient 3 Comm, Inc, CL  A;
Sawako Corporation ADR; Stone & Webster, Inc.; Thermo Ecotek Corporation;
TRC Companies,  Inc.;  Turner Corporation;  U.S.A.  Bridge  Construction;
U.S.A. Bridge Corp.; Westower Corporation.

The comparison of total  return on investment based  upon the changes  in
year end price plus  reinvested dividends for  each period is  calculated
assuming $100 was  invested on January  1, 1994, in  MYR Group Inc.,  the
companies which comprise the  NYSE Market Index  and the companies  which
comprise the DJHCI.  For the  NYSE and the DJHCI comparison, the  assumed
investment is based upon a market weighted calculation.

__________________
In accordance with the rules of  the Securities and Exchange  Commission,
the information included under the  captions "Report of the  Compensation
Committee" and "Performance Graph" will not  be deemed to be filed or  to
be proxy soliciting material or incorporated by reference in any prior or
future filings  by the  Company  under the  Securities  Act of  1933,  as
amended, or the Securities Exchange Act of 1934, as amended. 

SECURITY OWNERSHIP

Security Ownership of Management

The table set forth below, including the footnotes, contains  information
as of March 1, 1999, concerning  beneficial ownership of Common Stock  by
directors, named executive officers, all directors and executive officers
as a group.

Percentage
Shares    Exercisable    of the
Beneficially    Stock       Shares
Owned       Options    Outstanding
-----       -------    -----------

Charles M. Brennan III (1)                941,221    430,558       22.2
William G. Brown                          114,466     30,008        2.5
Allan E. Bulley, Jr                        34,093     30,008        1.1
John M. Harlan (2)                              0     83,015        1.4
Bide L. Thomas                              3,333     30,008        0.6
William S. Skibitsky (1)                   60,000     72,225        2.3
William A. Koertner (1)                    10,000          0        0.2
Byron D. Nelson (1)                        57,776     77,782        2.3
__________  _________    ________
All Dir. & Exec. Officers               1,220,869    753,604       30.4

_____________________

(1)  Includes shares of restricted stock awarded to the named individuals
the restrictions on which have not expired.

(2)  Includes a conversion right for 57,455 shares under  the  non-escrow
notes described in "Relationships and Related Transactions."

Security Ownership of Certain Beneficial Owners

The table set forth below, including the footnotes on the following page,
contains information as of December  31, 1998 concerning other  principal
stockholders known  to the  Company to  own beneficially  more than  five
percent of the Company's outstanding shares of Common Stock.

Percentage
Shares       of the
Beneficially    Shares
Owned     Outstanding
-----     -----------

Heartland Advisors, Inc                           889,162       15.8
790 N. Milwaukee St.
Milwaukee  WI  53202

T. Rowe Price Associates, Inc.                    433,333        7.7
PO Box 89000
Baltimore  MD  21289-1009

FMR Corp                                          500,000        8.9
82 Devonshire Street
Boston  MA  02109

Dimensional Fund Advisors Inc                     337,381        6.0
1299 Ocean Avenue
Santa Monica  CA  90401

OTHER INFORMATION

Financial Statements and Auditors

Stockholders are referred to the Company's Annual Report on Form 10-K for
the year  ended December  31, 1998  for financial  and other  information
about the Company, but the report  is not incorporated in this  statement
and is not deemed to be a part of the proxy soliciting material.

Ernst & Young LLP was the  Company's auditor for 1998.  A  representative
of Ernst & Young LLP will be present at the Annual Meeting.  He will have
the opportunity to make a statement, if he desires to do so, and will  be
available to respond to appropriate questions.

Stockholder Proposals

Proposals specified in the Company's proxy materials.  Any proposal which
a stockholder wishes to have considered  by the Company for inclusion  in
the proxy materials of the Board of Directors for the 2000 annual meeting
of stockholders should be sent to the Secretary of the Company in writing
and must be received before December 31, 1999.

Proposals otherwise  properly brought  before  a meeting.    Stockholders
wishing to present  proposals for action  at a meeting  of the  Company's
stockholders must  do so  in accordance  with the  Company's bylaws.    A
stockholder must  give timely  notice of  the  proposed business  to  the
Secretary of the Company.  To  be timely, a stockholder's notice must  be
in writing, delivered to or mailed,  postage prepaid, to and received  by
the Secretary of the Company not less than 45 days nor more than 60  days
prior to  the meeting,  provided, however,  that if  less than  50  days'
notice or prior public disclosure of the date of the meeting is given  to
stockholders, notice by the stockholder, to  be timely, must be  received
by the Secretary not later than the close of business on the seventh  day
following the day on which notice of  the date of the meeting was  mailed
or public disclosure was made.  For each matter the stockholder  proposes
to bring before the meeting, the  notice to the Secretary  must  include:  
(i) a brief description of the business desired to be brought before  the
meeting; (ii)  the name  and address  of  the stockholder  proposing  the
business; (iii) the class and number  of shares of the Company which  are
beneficially owned by the stockholder; and (iv) any material interest  of
the stockholder in such business.

The Chairman of  the meeting  may, if  the facts  warrant, determine  and
declare that  business was  not properly  brought before  the meeting  in
accordance with  the Company's  bylaws.   If the  Chairman does  so,  the
business shall not be transacted.

Stockholder Nominations for Director

Nominations specified in  the Company's proxy  materials.   The Board  of
Directors will consider any candidate recommended by a stockholder of the
Company for nomination  as a  director for  election at  the 2000  annual
meeting  of   stockholders  provided   that   written  notice   of   such
recommendation is  received  by  the  Secretary  of  the  Company  before
December 31, 1999.  The notice  is required to set  forth:  (i) the  name
and address of the stockholder making the recommendation; (ii) the  name,
age, business address and, if known,  residence address of each  proposed
nominee; (iii) the  principal occupation or  employment of each  proposed
nominee  and  other  relevant  biographical  information  concerning  the
proposed nominee; (iv)  a detailed  statement of  the proposed  nominee's
qualifications; (v) the number  of shares of stock  of the Company  which
are beneficially owned by  each proposed nominee  and by the  stockholder
making the  recommendation; (vi)  a description  of all  arrangements  or
understandings between the stockholder making the recommendation and each
proposed nominee and any other person  or persons (naming such person  or
persons) pursuant to which the proposed nomination or nominations are  to
be made; (vii) any other information concerning the proposed nominee that
must be  disclosed  with  respect  to  nominees  in  proxy  solicitations
pursuant to  Regulation 14A  of  the6Securities Exchange Act of 1934; and
(viii) the  executed consent  of  each proposed  nominee  to serve  as  a
director of the Company if nominated and elected.

Nominations to  be made  directly by  a  stockholder at  a meeting.    In
accordance with the  Company's bylaws, stockholders  wishing to  directly
nominate candidates for  the Board of  Directors must do  so in  writing,
delivered to or mailed, postage prepaid, to and received by the Secretary
of the Company not less than  45 days or more than  60 days prior to  any
meeting of stockholders called for  the election of directors,  provided,
however, that if less than 50 days' notice or prior public disclosure  of
the date of the meeting is given to stockholders, the nomination must  be
received by the  Secretary not later  than the close  of business on  the
seventh day following  the day  on which the  notice of  the meeting  was
mailed.  The notice is required to set  forth:  (i) the name and  address
of the stockholder  who intends to  make the nomination;  (ii) the  name,
age, business address and, if known,  residence address of each  nominee;
(iii) the principal occupation  or employment of  each nominee; (iv)  the
number of shares of stock of the Company which are beneficially owned  by
each nominee and by the nominating stockholder; (v) a description of  all
arrangements or  understandings between  the nominating  stockholder  and
each nominee  and any  other person  or persons  (naming such  person  or
persons) pursuant to which the nomination or nominations are to be  made;
(vi) any other information concerning the nominee that must be  disclosed
with respect to  nominees in proxy  solicitations pursuant to  Regulation
14A of  the Securities  Exchange  Act of  1934;  and (vii)  the  executed
consent of each nominee to serve as a director of the Company if elected.

The Chairman of the  meeting of stockholders may,  if the facts  warrant,
determine that a nomination  was not made in  accordance with the  proper
procedures.  If the  Chairman does so, the  Chairman shall so declare  to
the meeting and the defective nomination shall be disregarded.

BY ORDER OF THE BOARD OF DIRECTORS

Byron D. Nelson
Secretary

Three Continental Towers
1701 West Golf Road, Suite 1012
Rolling Meadows, Illinois  60008

PROXY                                                              PROXY
MYR GROUP INC.
This Proxy is Solicited by the Board of Directors
For the Annual Meeting of Stockholders - May 10, 1999

The stockholder(s) of MYR Group Inc. signing and dating such signature(s)
on the reverse side hereof (the "STOCKHOLDER(S)") hereby appoint  Charles
M. Brennan III,  William A. Koertner  and Byron D.  Nelson proxies,  with
full  authority, which may be exercised by any one or more of them,  with
power of substitution,  to vote  and act  for the  STOCKHOLDER(S) at  the
Annual Meeting of Stockholders  to be held at  Rupert's, Banquet Room  B,
1701 West Golf Road, Rolling Meadows,  IL 60008 on Monday, May 10,  1999,
and at any adjournment thereof, as designated on the reverse side hereof,
and in their  sole discretion, the  proxies are authorized  to vote  upon
such other business as may properly come before the meeting.

[ ]  Check Here for address change            [ ]  Check here if you plan 
New Address _____________________             to attend the meeting
_____________________
_____________________             

(Continued and to be signed on reverse side)

- ---------------------------------------------------------------------------

1.    ELECTION OF TWO CLASS ONE DIRECTORS      For     Withheld
Nominees:    William G. Brown
John M. Harlan

THE BOARD OF DIRECTORS RECOMMENDS
VOTING FOR THE ELECTION OF MR. BROWN
AND MR. HARLAN

2.    APPROVAL OF AMENDMENT TO THE COMPANY'S  For   Against   Abstain
CERTIFICATE OF INCORPORATION

The undersigned acknowledges
receipt of the Notice of Meeting
and the Proxy Statement.

Dated: __________, 1999

_______________________

_______________________
(Signatures)

Please sign exactly as
your name appears.  Joint
owners should each sign
personally.  Where
applicable, indicate you
official capacity or
representation capacity