MYR GROUP INC
10-Q, 1999-10-21
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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                                 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   September 30, 1999

                                    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
    incorporation or organization)             Identification 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 October 15, 1999: 6,049,096

<PAGE>

                                MYR GROUP INC.

                                 I N D E X




  PART I.   Financial Information                                    Page No.
                                                                     --------
   Item 1.  Financial Statements

            Condensed Consolidated Balance Sheets -
            September 30, 1999 and December 31, 1998                    2

            Condensed Consolidated Statements of Income -
            Three and Nine Months Ended September 30, 1999 and 1998     3

            Condensed Consolidated Statements of Cash Flows -
            Nine Months Ended September 30, 1999 and 1998               4

            Notes to Condensed Consolidated Financial Statements      5-7

   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations            8-10

  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

<PAGE>
  Part I, Item 1
  Financial Information
<TABLE>
  MYR Group Inc.

  CONDENSED CONSOLIDATED BALANCE SHEETS
  (Dollars in thousands)
<CAPTION>
  -----------------------------------------------------------------------
                                                      Sept. 30    Dec. 31
                                                        1999       1998
                                                      (Unaudited)    *
  -----------------------------------------------------------------------
  <S>                                                <C>       <C>
  ASSETS
  Current assets:
     Cash and cash equivalents                       $     665 $    1,372
     Contract receivables including retainage           72,100     68,112
     Costs and estimated earnings in excess of
      billings on uncompleted contracts                 24,196     17,092
     Deferred income taxes                               6,153      6,153
     Other current assets                                  461        239
                                                      -------------------
  Total current assets                                 103,575     92,968
                                                      -------------------
  Property and equipment:                               56,615     56,706
     Less accumulated depreciation                      41,036     40,604
                                                      -------------------
                                                        15,579     16,102
                                                      -------------------
  Other assets                                           1,615      1,129
                                                      -------------------
  Total assets                                       $ 120,769 $  110,199
                                                      ===================
<PAGE>

  LIABILITIES
  Current liabilities:
     Current maturities of long-term debt            $   8,567 $    7,813
     Accounts payable                                   14,555     14,135
     Billings in excess of costs and estimated
      earnings on uncompleted contracts                 11,943      9,448
     Accrued insurance                                  14,742     13,868
     Other current liabilities                          17,206     17,528
                                                      -------------------
  Total current liabilities                             67,013     62,792
                                                      -------------------
  Deferred income taxes                                  1,052      1,052
  Other liabilities                                        388        393
  Long-term debt:
     Promissory notes and other debt                       250        917
     Industrial revenue bond                               250        250
     Subordinated convertible debentures                 3,340      5,447
                                                      -------------------
  Total long-term debt                                   3,840      6,614

  SHAREHOLDERS' EQUITY
  Common stock and additional paid-in capital            8,710      7,009
  Retained earnings                                     42,958     34,335
  Restricted stock awards and shareholders'
   notes receivable                                     (3,192)    (1,996)
                                                      -------------------
  Total shareholders' equity                            48,476     39,348
                                                      -------------------
  Total liabilities and shareholders' equity         $ 120,769 $  110,199
                                                      ===================

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

</TABLE>
<PAGE>
<TABLE>
 MYR Group Inc.
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 (Dollars in thousands except per share amounts)
 (Unaudited)

 --------------------------------------------------------------------------
 Periods Ended September 30             Three Months         Nine Months
 --------------------------------------------------------------------------
                                       1999      1998       1999       1998
                                     --------  --------   --------   --------
 <S>                                <C>       <C>        <C>        <C>
 Contract revenue                   $ 122,265 $ 122,282  $ 348,116  $ 342,619

 Contract cost                        107,235   110,058    306,645    310,413
                                     --------  --------   --------   --------
 Gross profit                          15,030    12,224     41,471     32,206

 Selling, general and
  administrative expenses               8,602     8,081     25,967     22,064
                                     --------  --------   --------   --------
 Income from operations                 6,428     4,143     15,504     10,142

 Other income (expense)
    Interest income                        37         3         76          9
    Interest expense                     (205)     (592)      (760)    (1,588)
    Gain on sale of property and
     equipment                            561       226        742        500
    Miscellaneous                         (21)       29        (93)         1
                                     --------  --------   --------   --------
 Income before taxes                    6,800     3,809     15,469      9,064

 Income tax expense                     2,720     1,524      6,188      3,626
                                     --------  --------   --------   --------
 Net income                         $   4,080 $   2,285  $   9,281  $   5,438
                                     ========  ========   ========   ========
 ============================================================================

 Earnings per share:
    Basic                           $    0.68 $     .40  $    1.57 $      .97
                                     ========  ========   ========   ========
    Diluted                         $    0.60 $     .34  $    1.38 $      .82
                                     ========  ========   ========   ========
 Dividends per common share         $   .0375 $    .035  $  0.1125 $     .105
                                     ========  ========   ========   ========
 Average number of shares
 outstanding:
    Basic                               5,978     5,616      5,897      5,591
    Diluted                             6,828     6,713      6,751      6,677
 ----------------------------------------------------------------------------
 The "Notes to Condensed Consolidated Financial Statements" are
 an integral part of this statement.

</TABLE>
<PAGE>
<TABLE>

  MYR Group Inc.
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  (Dollars in thousands)
  (Unaudited)

  --------------------------------------------------------------------------
  Nine Months Ended September 30                 1999              1998
  --------------------------------------------------------------------------
  <S>                                        <C>               <C>
  CASH FLOWS FROM OPERATIONS

  Income from continuing operations          $    9,281        $    5,438
  Adjustments to reconcile net income to
   cash flows from operations
       Depreciation and amortization              3,256             3,483
       Amortization of unearned stock
         awards                                     258               141
       Gain from disposition of assets             (742)             (500)
       Changes in assets and liabilities         (6,425)          (10,030)
                                              ---------         ---------
  Cash flows from operations                      5,628            (1,468)
                                              ---------         ---------
  CASH FLOWS FROM INVESTMENTS

  Expenditures for property and equipment        (2,932)           (2,984)
  Proceeds from disposition of assets             1,005               751
                                              ---------         ---------
  Cash flows from investments                    (1,927)           (2,233)
                                              ---------         ---------
  CASH FLOWS FROM FINANCING

  Proceeds (repayments) from long term debt      (1,584)            1,086
  Proceeds from exercise of stock options           976               229
  Issuance of shareholder notes                  (1,645)                -
  Purchase of treasury stock                     (1,491)                -
  Increase in deferred compensation                  (5)               18
  Dividends paid                                   (659)             (591)
                                              ---------         ---------
  Cash flows from financing                      (4,408)              742
                                              ---------         ---------
  Decrease in cash and cash equivalents            (707)           (2,959)
  Cash and cash equivalents at beginning
   of year                                        1,372             3,757
                                              ---------         ---------
  Cash and cash equivalents at end of period $      665        $      798
                                              =========         =========
 --------------------------------------------------------------------------
  The "Notes to Condensed Consolidated Financial Statements" are an
  integral part of this statement.

</TABLE>
<PAGE>

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

  1 - Basis of Presentation

  The condensed  consolidated balance  sheets, statements  of income  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 nine month period ended September 30,
  1999 are not necessarily indicative of  the results to be expected  for
  the full year.

<PAGE>

  2 - Earnings Per Share
   (Dollars in thousands except per share amounts)

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

<TABLE>
                                       Period Ended September 30
                              ----------------------------------------
                                 Three Months            Nine Months
                              -----------------      -----------------
                               1999        1998       1999        1998
                              -----       -----      -----       -----
 <S>                          <C>         <C>        <C>         <C>
 Share Data:
  Basic Shares                5,978       5,616      5,897       5,591
  Common equivalent shares      568         738        572         727
  Shares assumed converted      282         359        282         359
                              -----       -----      -----       -----
  Diluted shares              6,828       6,713      6,751       6,677
                              =====       =====      =====       =====


                                    Three Months Ended September 30
                              ----------------------------------------
                                    1999                  1998
                              -----------------      -----------------
                              Total     Per Share    Total    Per Share
                              -----       -----      -----       -----
 Net Income:
  Basic                      $4,080   $    0.68     $2,285    $   0.40
  Interest on convertible
     subordinated shares         21                     22
                              -----                  -----
  Diluted                    $4,101   $    0.60     $2,307    $   0.34
                              =====                  =====


                                     Nine Months Ended September 30
                              ----------------------------------------
                                    1999                   1998
                              -----------------      -----------------
                              Total     Per Share    Total    Per Share
                              -----       -----      -----       -----
 Net Income:
  Basic                      $9,281   $    1.57     $5,438   $    0.97
  Interest on convertible
   subordinated shares           65                     65
                              -----                  -----
  Diluted                    $9,346   $    1.38     $5,503    $   0.82
                              =====                  =====
</TABLE>
<PAGE>

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

<TABLE>
                                                  1999
                            ------------------------------------------------
                            Mar. 31   June 30   Sept 30    Dec 31     Year
                            ------------------------------------------------
  <S>                      <C>       <C>       <C>       <C>       <C>
  Contract revenue         $ 107,327 $ 118,524 $ 122,265           $ 348,116

  Gross profit                11,758    14,683    15,030              41,471

  Net income                   1,762     3,439     4,080               9,281

  Earnings per share -
   Basic                        0.31      0.58      0.68                1.57

  Earnings per share -
   Diluted                      0.27      0.51      0.60                1.38

  Dividends paid per share    0.0375    0.0375    0.0375              0.1125

  Market price:
   High                        12.00     18.00     22.50               22.50
   Low                         10.06     11.75     16.75               10.06



                                                  1998
                            ------------------------------------------------
                            Mar. 31   June 30   Sept 30    Dec 31     Year
                            ------------------------------------------------

  Contract revenue         $ 110,671 $ 109,666 $ 122,282 $ 116,724 $ 459,343

  Gross profit                 8,929    11,053    12,224    13,014    45,220

  Net income                   1,082     2,071     2,285     2,450     7,888

  Earnings per share -
   Basic                        0.20      0.37      0.40      0.43      1.40

  Earnings per share -
   Diluted                      0.17      0.31      0.34      0.38      1.20

  Dividends paid per share     0.035     0.035     0.035     0.035      0.14

  Market price:
   High                        12.81     14.25     16.88     12.88     16.88
   Low                         11.31     11.31     10.69     10.13     10.13

</TABLE
<PAGE>

  4 - Pending Accounting Pronouncements

  In 1998, the Financial Accounting Standards Board issued SFAS No.  133,
  "Accounting for Derivative  Instruments and  Hedging Activities".  SFAS
  No. 133 establishes accounting  and reporting standards for  derivative
  instruments, including certain derivative instruments embedded in other
  contracts, (collectively referred  to as derivatives)  and for  hedging
  activities. This standard is effective  for years beginning after  June
  15, 2000. The Company believes the implementation of this pronouncement
  will not have  a material impact  on the  Company's reported  financial
  position, results of operations and cash flows.


  5. Segment Reporting
     (Dollars in thousands)

  The Company adopted  SFAS No.  131, "Disclosures  about Segments  of an
  Enterprise and Related Information", during the fourth quarter of 1998.
  SFAS No.  131  established standards  for  reporting information  about
  operating segments in annual financial statements and requires selected
  information about  operating  segments  in  interim  financial  reports
  issued to stockholders. Operating segments are defined as components of
  an enterprise about which  separate financial information  is available
  that is evaluated regularly  by the chief operating  decision maker, or
  decision making group,  in deciding  how to  allocate resources  and in
  assessing performance.  The adoption  of SFAS  No. 131  did  not affect
  results of  operations  or  financial  position,  but  did  affect  the
  disclosure of segment information.

  The Company  is  engaged  primarily  in  two  segments:  infrastructure
  services  and   commercial/industrial   construction.  The   accounting
  policies of the operating segments  are the same as  those described in
  the  summary  of  significant  accounting  policies   except  that  the
  financial results have been prepared using  a management approach. This
  approach is consistent  with the basis  and manner in  which management
  internally disaggregates  financial  information  for  the  purpose  of
  assisting in making  internal operating  decisions and is  exclusive of
  corporate selling,  general and  administrative expenses,  net interest
  expense and  other  income.  Identifiable  assets  include  all  assets
  directly identified with the reportable  segments including retentions,
  accounts  receivable,  property,  equipment  and  costs  and  estimated
  earnings in  excess  of billings  on  uncompleted contracts.  Corporate
  assets include cash,  deferred tax  assets, and  other assets  that are
  corporate in nature.
<PAGE>

</TABLE>
<TABLE>
                             Infrastructure Commercial/ Corporate
                                Services    Industrial  and Other  Consolidated
                                --------    --------     ------     ---------
 <S>                           <C>         <C>          <C>        <C>
 Three months ended
   September 30, 1999
 Contract revenue              $  81,063   $  41,202    $     -    $  122,265
 Depreciation and amortization     1,125         192         87         1,404
 Income before taxes               7,117       3,424     (3,741)        6,800
 Segment assets                   72,436      40,239      8,094       120,769
 Capital expenditures              1,013         136          -         1,149

 Three months ended
   September 30, 1998
 Contract revenue                 68,052      54,230          -       122,282
 Depreciation and amortization     1,014          75         15         1,104
 Income before taxes               5,947         870     (3,008)        3,809
 Segment assets                   65,357      49,765      6,607       121,729
 Capital expenditures              1,099           -          -         1,099

 Nine months ended
   September 30, 1999
 Contract revenue                233,182     114,934          -       348,116
 Depreciation and amortization     2,919         337        258         3,514
 Income before taxes              20,056       5,561    (10,148)       15,469
 Capital expenditures              2,735         197          -         2,932

 Nine months ended
   September 30, 1998
 Contract revenue                176,845     165,774          -       342,619
 Depreciation and amortization     3,278         230        116         3,624
 Income before taxes              12,787       4,284     (8,007)        9,064
 Capital expenditures              2,825         159          -         2,984

</TABLE>
<PAGE>
  Part I Item 2.     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
              for the Three and Nine Months Ending September 30, 1999


  Results of Operations

  Revenue for the  three and nine  month periods was  $122.3 million  and
  $348.1 million compared to $122.3 million  and $342.6 million in  1998.
  Revenues for the infrastructure segment increased 19.1% over the  prior
  year primarily due to increased volume of work with alliance  partners.
  Commercial/industrial revenues  were flat  compared to  the prior  year
  after excluding  the 1998  revenues from  the  major hotel  and  casino
  project in Las Vegas, NV that was completed in late 1998.

  Gross profit for the three and nine month periods was $15.0 million and
  $41.5 million, compared  to $12.2 million  and $32.2  million in  1998.
  Gross profit as  a percentage of  revenue was 12.3%  and 11.9% for  the
  three and nine month periods, compared  to 10.0% and 9.4% in 1998.  The
  1999 three and  nine month  period gross  profit percentages  increased
  primarily due  to continued  strong performance  in the  infrastructure
  services business, improved  productivity in the  commercial/industrial
  group, and the completion of a relatively low margin, cost-plus  fixed-
  fee hotel and  casino project in  Las Vegas, Nevada  in late 1998.  The
  1999 three month period gross profit  percentage also increased due  to
  lower insurance costs as a result of favorable safety experience.

  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 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 three and nine
  month periods were $8.6 million and $26.0  million,  compared  to  $8.1
  million and  $22.1  million in  1998.   The increase reflects increased
  training  related  costs  associated with  new  management  development
  programs,  higher  professional  fees,  costs  related   to  additional
  personnel,  and  higher  incentive  compensation  accruals on  improved
  profit levels in comparison to the prior year.
<PAGE>
  Net interest expense for the three and nine month periods was  $168,000
  and $684,000  compared  to  $589,000 and  $1,579,000  in  1998.    This
  decrease was  primarily  due to  lower  average outstanding  bank  debt
  levels in 1999 due to the reduced retention receivable balances on  the
  major hotel and casino  project in Las Vegas,  NV and strong  operating
  results generating positive cash flows.

  Gain on sale  of property and  equipment for the  three and nine  month
  periods was $561,000 and $742,000, compared to $226,000 and $500,000 in
  1998. The gains reflect sales and  disposals in our continuing  efforts
  to modernize the equipment fleet.

  Other expense for  the three  and nine  month periods  was $21,000  and
  $93,000, compared to other income of $29,000 and $1,000 in 1998.  Other
  income/expense consisted primarily  of cash discounts,  offset by  bank
  fees.

  Income tax  expense for  the  three and  nine  month periods  was  $2.7
  million and $6.2 million, compared to $1.5 million and $3.6 million  in
  1998.  As a percentage  of income, the effective  rate was 40% in  1999
  and 1998.

  The Company's  backlog  at  September  30,  1999  was  $171.8  million,
  compared to $140.1 million at December 31, 1998, and $135.1 million  at
  September 30,  1998.   Substantially all  the current  backlog will  be
  completed within twelve months and approximately 60% will be  completed
  by December 31, 1999.


  Liquidity and Capital Resources
  In September  1999,  the  Company  renegotiated  the  revolving  credit
  facility with its banks.  The new terms increased the capacity to a $30
  million revolver and provides  more favorable terms.   As of  September
  30, 1999, there was $6.0 million outstanding under the revolving credit
  facility.  The  Company has outstanding  letters of  credit with  Banks
  totaling $1.9  million.    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.

  In March 1999, the Company's Board of Directors authorized the purchase
  of up  to 750,000  shares of  its  common stock.    In 1999  and  1998,
  purchases under the prior stock repurchase program totaled 144,808  and
  19,494 shares at a cost of $1,492,000 and $248,000, respectively.

  In March 1999, the Company loaned two officers $1,645,000 in total  for
  the exercise cost and tax liability associated with exercising  options
  on 347,225 shares that were expiring  in 1999.  The portion related  to
  the exercise price, $886,000, is classified in stockholders' equity and
  the balance that relates to the  withholding taxes paid is included  in
  other assets.
<PAGE>
  Capital expenditures for  the three and  nine month  periods were  $1.1
  million and $2.9 million, compared to $1.1 million and $3.0 million  in
  1998.  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  three and  nine
  months amounted to  $749,000 and  $1.0 million  in 1999.   The  Company
  plans to  spend  approximately  $5.5 million  on  capital  improvements
  during 1999.

  Cash flows provided from operations amounted to $5.6 million, which was
  used for repayments  on long  term debt  of $1.6  million, net  capital
  expenditures of $1.9 million,  the purchase of  treasury stock of  $1.5
  million, dividends paid of $659,000,  and the financing of  shareholder
  stock option exercises  of $1.6 million,  offset by  proceeds from  the
  exercise of  stock  options  of  $976,000.    The  Company's  financial
  condition continues to be  strong at September  30, 1999, with  working
  capital of  $36.6 million  compared to  $30.2 million  at December  31,
  1998.


  Year 2000 Compliance
  The "Year 2000 problem" arose  because many existing computer  programs
  use only the  last two digits  to refer to  a year.   Therefore,  these
  computer programs do  not properly recognize  a year  that begins  with
  "20" instead of  the familiar "19."   If not  corrected, many  computer
  applications could fail or create erroneous results.  The extent of the
  potential impact of the Year 2000 problem is not yet known, and if  not
  timely corrected, it could affect the global economy.

  State of Readiness
  In 1997,  the  Company  established an  organization  wide  project  to
  identify non-compliant  items,  formulate  corrective  actions  and  to
  implement these changes to mitigate the  year 2000 issue.  The  Company
  has identified three categories of components that require attention:

  1.  Information technology ("IT") systems, such as mainframes,
      midranges, personal computers, software and networks
  2.  Non-IT systems such as equipment, machinery, climate control,
      security and telephone systems, which may contain micro-controllers
      with embedded technology
  3.  Third party IT and Non-IT systems

  The table below summarizes the estimated completion percentages of  the
  three categories and stages that are  being undertaken to mitigate  the
  Year 2000 issue.
<TABLE>
                  Identification  Formulation  Implementation
                    of material  of corrective  of corrective     Planned
                      items         actions        actions      Completion
                      -----         -------        -------    ---------------
  <S>                 <C>            <C>             <C>       <C>

  IT systems          100%           100%            95%       November, 1999
  Non-IT              100%           100%            95%       November, 1999
  systems
  Third party         100%            95%            90%       November, 1999
  systems
</TABLE>
<PAGE>
  Although the Company  has contacted  its major  suppliers to  determine
  their readiness regarding the Year 2000 issue and has been assured that
  they are working  to mitigate its  effects, the Company  has no way  of
  determining what level of compliance they will attain by the year 2000.
  The Company  is  currently  in the  process  of  contacting  its  major
  customers  to  evaluate  their  planned  level  of  compliance.    Upon
  receiving the responses, the Company will formulate corrective actions.
  There is no  guarantee that  systems of  other companies  on which  the
  Company's systems rely will be timely  converted and would not have  an
  adverse effect on the Company's systems. If all material components are
  not identified or all appropriate corrective  actions are not taken  or
  are not completed in a timely manner, the Year 2000 issue could have  a
  material impact on the operations of the Company.

  Year 2000 Costs
  Costs related to the Year 2000 issue are funded through operating  cash
  flows and are being  expensed as incurred.   As of September 1999,  the
  Company has expended funds in  remediation efforts, which consisted  of
  costs associated with modifying the  source code of existing  software.
  This amount  has  been  immaterial  to  the  Company.  Based  upon  the
  Company's investigations to date, it estimates the total costs  related
  to the Year 2000 issue would be immaterial. A number of other  upgrades
  have been  made  to systems  in  the  normal course  of  business  that
  mitigate Year 2000 issues.  This  amount may vary substantially as  the
  Company continues  to  evaluate items  associated  with the  Year  2000
  issue.

  Year 2000 Risks
  The most reasonably likely worst case  scenario for the Company is  the
  failure of a supplier to be Year 2000 compliant such that its supply of
  needed products  or services  is  interrupted temporarily.  This  could
  result in the  Company not being  able to fulfill  its obligation on  a
  construction contract, which  could cause  lost sales  and profits  and
  possibly additional exposure for non-performance and damage claims.

  Year 2000 Contingency Plans
  The Company  is  currently evaluating  business  disruption  scenarios,
  coordinating the  establishment  of  Year 2000  contingency  plans  and
  identifying   and   implementing   preemptive   strategies.    Detailed
  contingency plans for critical business processes will be developed  by
  November 1999.

  The costs of the project and the date on which the Company believes  it
  will complete  the Year  2000 project  are based  on management's  best
  estimates, which were derived utilizing numerous assumptions and future
  events, including the continued  availability of certain resources  and
  other factors.  However, there can be no guarantee that these estimates
  will be achieved and actual results could differ materially from  those
  anticipated.    Specific  factors   that  might  cause  such   material
  differences include, but are not limited to, the availability and  cost
  of personnel trained in  this area, the ability  to locate and  correct
  all relevant  codes,  the level  of  compliance by  key  suppliers  and
  customers, and similar uncertainties.

<PAGE>
                                  PART II


  Item 1.  Legal Proceedings

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


  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 1999 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  3rd
       Quarter of 1999.

  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.

<PAGE>


                                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:  October 21, 1999    By:       /s/
                             ----------------------------------------
                             William A. Koertner, Sr. Vice President,
                             Treasurer, and Chief Financial Officer
                             (duly authorized representative of
                             registrant and principal financial officer)

<PAGE>


                              MYR Group Inc.
                       Quarterly Report on Form 10Q
                 for the Quarter Ended September 30, 1998

                               Exhibit Index


  Number    Description                          Page (or Reference)
  ----------------------------------------       -------------------


  27   Financial Data Schedules                           13



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                             665
<SECURITIES>                                         0
<RECEIVABLES>                                   72,692
<ALLOWANCES>                                       592
<INVENTORY>                                          0
<CURRENT-ASSETS>                               103,575
<PP&E>                                          56,615
<DEPRECIATION>                                  41,036
<TOTAL-ASSETS>                                 120,769
<CURRENT-LIABILITIES>                           67,013
<BONDS>                                          3,840
                                0
                                          0
<COMMON>                                            61
<OTHER-SE>                                      48,415
<TOTAL-LIABILITY-AND-EQUITY>                   120,769
<SALES>                                        348,116
<TOTAL-REVENUES>                               348,116
<CGS>                                          306,645
<TOTAL-COSTS>                                  332,612
<OTHER-EXPENSES>                                    93
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 760
<INCOME-PRETAX>                                 15,469
<INCOME-TAX>                                     6,188
<INCOME-CONTINUING>                              9,281
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,281
<EPS-BASIC>                                       1.57
<EPS-DILUTED>                                     1.38


</TABLE>


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