MYR GROUP INC
10-Q, 1999-05-12
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 March 31, 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 Identification No.)
   incorporation or organization)                 


  1701 W. Golf Road, Tower 3, Suite 1012, Rolling Meadows, Illinois    60008
        (Address of principal executive offices)                    (Zip Code)

                              (847) 290-1891
              Registrant's telephone number, include area code

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

  Yes  X           No

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

  Yes               No


  Indicate the number of shares outstanding of each of the issuer's classes
  of common stock, as of May 11, 1999: 5,969,868
<PAGE>


                                   MYR GROUP INC.

                                     I N D E X


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

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

            Condensed Consolidated Statements of Income -
            Three Months Ended March 31, 1999 and 1998               3

            Condensed Consolidated Statements of Cash Flows -
            Three Months Ended March 31, 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 6.  Exhibits and Reports on Form 8-K                         10

  SIGNATURE                                                          11

<PAGE>
<TABLE>
  Part I, Item 1
  Financial Information

  MYR Group Inc.

  CONDENSED CONSOLIDATED BALANCE SHEETS
  (Dollars in thousands)

<CAPTION>
- ----------------------------------------------------------------------------
                                                       March 31     Dec. 31
                                                         1999         1998
                                                       ---------   ---------
                                                     (Unaudited)        *
- ----------------------------------------------------------------------------
  <S>                                                 <C>         <C>
  ASSETS
  Current assets:
     Cash and cash equivalents                        $      530  $    1,372
     Contract receivables including retainage             73,280      68,112
     Costs and estimated earnings in excess of            
      billings on uncompleted contracts                   16,151      17,092
     Deferred income taxes                                 6,153       6,153
     Other current assets                                    637         239
                                                       ---------------------
  Total current assets                                    96,751      92,968
                                                       ---------------------
  Property and equipment:                                 56,736      56,706
     Less accumulated depreciation                        41,378      40,604
                                                       ---------------------
                                                          15,358      16,102
                                                       ---------------------
  Other assets                                             1,399       1,129
                                                       ---------------------
  Total assets                                        $  113,508  $  110,199
                                                       =====================
<PAGE>

  LIABILITIES
  Current Liabilities:
     Current maturities of long-term debt             $    9,183  $    7,813
     Accounts payable                                     16,959      14,135
     Billings in excess of costs and estimated            
      earnings on uncompleted contracts                   11,257       9,448
     Accrued insurance                                    14,809      13,868
     Other current liabilities                            14,510      17,528
                                                       ---------------------
  Total current liabilities                               66,718      62,792
                                                       ---------------------
  Deferred income taxes                                    1,052       1,052
  Other liabilities                                          393         393
  Long-term debt:
     Promissory notes and other debt                         916         917
     Industrial revenue bond                                 250         250
     Subordinated convertible debentures                   3,632       5,447
                                                       ---------------------
     Total long-term debt                                  4,798       6,614

  SHAREHOLDERS' EQUITY
  Common stock and additional paid-in capital              7,987       7,009
  Retained earnings                                       35,887      34,335
  Restricted stock awards and shareholders' notes
   receivable                                             (3,327)     (1,996)
                                                       ---------------------
  Total shareholders' equity                              40,547      39,348
                                                       ---------------------
  Total liabilities and shareholders' equity          $  113,508  $  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)

- ----------------------------------------------------------------------------
  Three Months Ended March 31                     1999             1998
- ----------------------------------------------------------------------------
  <S>                                          <C>              <C>
  Contract revenue                             $ 107,327        $ 110,671
  Contract cost                                   95,569          101,742
                                                -------------------------
  Gross profit                                    11,758            8,929

  Selling, general and administrative expenses     8,597            6,739
                                                -------------------------
  Income from operations                           3,161            2,190

  Other income (expense)
     Interest income                                   2                4
     Interest expense                               (275)            (445)
     Gain on sale of property and equipment           91               47
     Miscellaneous                                   (42)               7
                                                -------------------------
  Income before taxes                              2,937            1,803
  Income tax expense                               1,175              721
                                                -------------------------
  Net income                                   $   1,762        $   1,082
=========================================================================
  Earnings per share:
     Basic                                     $     .31        $     .20
                                                =========================
     Diluted                                   $     .27        $     .17
                                                =========================
  Dividends per common share                   $   .0375        $    .035
                                                =========================
  Average number of shares outstanding:
     Basic                                         5,740            5,548
                                                =========================
     Diluted                                       6,639            6,621
                                                =========================
- ----------------------------------------------------------------------------
  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)

- -------------------------------------------------------------------------
  Three Months Ended March 31                    1999              1998
- -------------------------------------------------------------------------
  <S>                                          <C>               <C> 
  CASH FLOWS FROM OPERATIONS

  Net income                                   $  1,762          $  1,082
  Adjustments to reconcile net income to
  cash flows from operations
       Depreciation and amortization                905             1,248
       Amortization of unearned stock awards         84                52
       Gain from disposition of assets              (91)              (47)
       Changes in assets and liabilities           (546)           (8,623)
                                                -------------------------
  Cash flows from operations                      2,114            (6,288)
                                                -------------------------
  CASH FLOWS FROM INVESTMENTS

  Expenditures for property and equipment          (202)             (952)
  Proceeds from disposition of assets               101                59
                                                -------------------------
  Cash flows from investments                      (101)             (893)
                                                -------------------------
  CASH FLOWS FROM FINANCING

  Proceeds (repayments) of long term debt          (445)            4,156
  Proceeds from exercise of stock options           937                 8
  Issuance of shareholder notes                  (1,645)                -
  Purchase of treasury stock                     (1,491)                -
  Decrease in deferred compensation                   -                 4
  Dividends paid                                   (211)            ( 199)
                                                -------------------------
  Cash flows from financing                      (2,855)            3,969
                                                -------------------------
  Decrease in cash and cash equivalents            (842)           (3,212)
  Cash and cash equivalents at beginning          
   of year                                        1,372             3,757
                                                -------------------------
  Cash and cash equivalents at end of period   $    530       $       545
                                                =========================
- -------------------------------------------------------------------------
  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 three month period ended March 31, 1999
  are not necessarily indicative of the results to be expected for the full
  year.


  2 - Earnings Per Share

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

                                Three months ended March 31
                                ---------------------------
  Share Data:                        1999        1998
                                     -----       -----
      <S>                            <C>         <C>
      Basic Shares                   5,740       5,548
      Common equivalent shares         540         714
      Shares assumed converted         359         359
                                     -----       -----
      Diluted shares                 6,639       6,621
                                     =====       =====


                                      Three months ended March 31
                                      ---------------------------
                                    1999                        1998
                               Total     Per Share        Total      Per Share
                              -------    ---------       -------    ----------
    <S>                      <C>        <C>             <C>        <C>
    Net Income:
    Basic                    $  1,762   $     0.31      $  1,082   $     0.20
    Interest on convertible     
    subordinated shares            22                         22
                              -------                    -------
    Diluted                  $  1,784   $     0.27      $  1,104   $     0.17
                              =======                    =======

</TABLE>
<PAGE>

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

<TABLE>
                          1999                     1998
                         -------   --------------------------------------------
                         Mar. 31   Mar. 31  June 30  Sept. 30 Dec. 31     Year
                         -------   -------  -------  -------  -------   -------
<S>                     <C>       <C>      <C>      <C>      <C>       <C>
Contract revenue        $107,327  $110,671 $109,666 $122,282 $116,724  $459,343

Gross profit              11,758     8,929   11,053   12,224   13,014    45,220

Net income                 1,762     1,082    2,071    2,285    2,450     7,888

Earnings per share -        
Basic:                      0.31      0.20     0.37     0.40     0.43      1.40

Earnings per share -        
Diluted:                    0.27      0.17     0.31     0.34     0.38      1.20

Dividends paid per        
share                     0.0375     0.035    0.035    0.035    0.035      0.14

Market price:
  High                     12.00     12.81    14.25    16.88    12.88     16.88
  Low                      10.06     11.31    11.31    10.69    10.13     10.13

</TABLE>

  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,
  1999. 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.
<PAGE>

  5.   Segment Reporting

  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.

<TABLE>
                          Infrastructure  Commercial/  Corporate
                             Services     Industrial   and Other  Consolidated
                            ---------      ---------   ---------  ------------ 
  <S>                     <C>             <C>          <C>        <C> 
  Three months ended
  March 31, 1999
  ------------------
  Contract revenue         $  73,101      $  34,226    $     -    $  107,327
  Depreciation and
   amortization                  875             30         84           989
  Income before taxes          5,932            542     (3,537)        2,937
  Segment assets              65,950         39,301      8,257       113,508
  Capital expenditures           181             21          -           202

  Three months ended
  March 31, 1998
  ------------------
  Contract revenue            50,955         59,716          -       110,671
  Depreciation and
   amortization                1,168             80         52         1,300
  Income before taxes          2,469          1,915     (2,581)        1,803
  Segment assets              55,909         60,293      4,587       120,789
  Capital expenditures           902             50          -           952

</TABLE>
<PAGE>

    Part I Item 2.    Management's Discussion and Analysis of
                   Financial Condition and Results of Operations
                     for the Three Months Ending March 31, 1999


  Results of Operations

  Revenue for the quarter was $107.3 million, compared to $110.7 million in
  1998. Revenues for  the infrastructure segment  increased 43.5% over  the
  prior year. Commercial/industrial revenues were essentially flat with 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 quarter was $11.8 million, compared to $8.9  million
  in 1998,  or an  increase of  31.7%.   Gross profit  as a  percentage  of
  revenue was  11.0%  compared to  8.1%  in  1998. The  1999  gross  profit
  percentage increased  primarily  due  to  improved  productivity  in  the
  infrastructure services business and the  completion of a relatively  low
  margin, cost-plus fixed-fee hotel and casino project in Las Vegas, Nevada
  in  late  1998.  Margin  percentages  for  infrastructure  services  were
  favorably impacted  by  weather  conditions  more  conducive  to  outdoor
  construction activity during the first quarter of 1999 as compared to the
  first quarter last year.

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

  Selling, general and  administrative expenses for  the quarter  increased
  27.6% to $8.6  million, compared to  $6.7 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.

  Net interest expense for the quarter was $273,000 compared to $441,000 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.
<PAGE>
  Gain on sale of property and equipment was $91,000 compared to $47,000 in
  1998. The  1999  gain reflects  sales  and disposals  in  our  continuing
  efforts to modernize the equipment fleet.

  Other expense for  the quarter was  $42,000 compared to  other income  of
  $7,000 in  1998 and  consisted primarily  of bank  fees, offset  by  cash
  discounts.

  Income tax expense for the quarter was $1.2 million compared to  $721,000
  in 1998.  As a percentage of income,  the effective rate was 40% in  1999
  and 1998.

  The Company's backlog at March 31,  1999 was $149.4 million, compared  to
  $140.1 million at  December 31,  1998, and  $136.5 million  at March  31,
  1998.  Substantially  all the current  backlog will  be completed  within
  twelve months and  approximately 80% will  be completed  by December  31,
  1999.



  Liquidity and Capital Resources

  The Company has a $20 million revolving credit facility.  As of March 31,
  1999, there  was  $6.5 million  outstanding  under the  revolving  credit
  facility.   The Company  has outstanding  letters  of credit  with  Banks
  totaling $4.7 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.

  Capital expenditures for the quarter  were $202,000 compared to  $952,000
  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 quarter amounted  to
  $101,000 and $59,000 in 1998.   The Company plans to spend  approximately
  $5.5 million on capital improvements during 1999.

  Cash flows provided from operations amounted  to $2.1 million, which  was
  used for net capital expenditures of  $101,000, the purchase of  treasury
  stock of $1.5 million, dividends paid  of $211,000, and the financing  of
  shareholder stock  option  exercises  of $1.6  million.    The  Company's
  financial condition  continues  to be  strong  at March  31,  1999,  with
  working capital of $30.0  million compared to  $30.2 million at  December
  31, 1998.
<PAGE>

  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           of           Planned
                       items      corrective   corrective      Completion
                                   actions       actions
                        ----         ----          ---       ---------------
  <S>                   <C>          <C>           <C>       <C>
  IT systems            100%         100%          95%       September, 1999
  Non-IT systems        100%          90%          90%       September, 1999
  Third party systems   100%          90%          90%       September, 1999

</TABLE>

  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.
<PAGE>
  Year 2000 Costs
  Costs related to the  Year 2000 issue are  funded through operating  cash
  flows and  are being  expensed as  incurred.   As of  December 1998,  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  September
  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.

                                   PART II
  Item 1.  Legal Proceedings

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

<PAGE>

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

  The Company held  its annual  meeting of  stockholders on  May 10,  1999,
  pursuant to notice of meeting and proxy statement sent to stockholders of
  the Company. Stockholders elected  Messrs. William G.  Brown and John  M.
  Harlan as the Class I directors to serve a term until the annual  meeting
  of stockholders to be held in the year 2002. Messrs. William G. Brown and
  John M. Harlan were  the incumbent Class I  directors who were  nominated
  for election by the Board of Directors for re-election. Messrs. Allan  E.
  Bulley, Jr. (Class II), Bide L. Thomas (Class II) and Charles M.  Brennan
  III (Class III)  continue to serve  as directors of  the class  indicated
  after the  meeting. The  stockholders approved  an amendment  to  Article
  Fourth of  the Company's  Certificate of  Incorporation to  increase  the
  authorized shares of common  stock from 10,000,000  to 25,000,000 and  to
  reduce the stated par value  from $1.00 to $0.01  per share. The vote  on
  the proposal was 3,626,428 for, 544,999 against and 8,463 abstained.

  Item 6.  Exhibits and Reports on Form 8-K

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

    b. No reports on Form 8-K were filed by the Company for the 1st Quarter
       of 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: May 11, 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 March 31, 1998

                                Exhibit Index


  Number      Description                                Page (or Reference)


     3        Certificate of Amendment of Amended                13
              and Restated Certificate of Incorporation
    
    27        Financial Data Schedules                           14


                                                                  Exhibit 3

                          CERTIFICATE OF AMENDMENT
            OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                     OF
                               MYR GROUP INC.


  MYR GROUP Inc., a  corporation organized and existing  under the laws  of
  the State of Delaware

  FIRST:    That the first paragraph of ARTICLE  FOURTH of the Amended  and
  Restated Certificate of Incorporation of the  Company is amended to  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."

  SECOND:    That such  amendment has  been duly  adopted by  the Board  of
  Directors and approved by the holders of a majority of the  corporation's
  shares of in accordance with the provisions of Section 242 of the General
  Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, MYR Group Inc. has caused its corporate seal to be
  hereunto affixed and  this certificate to  be signed by  its Senior  Vice
  President this 10th day of May, 1999.



  (Seal)                             MYR Group Inc.



                                     By_____________________
                                      William A. Koertner


  Attest:



  ______________________
  Byron D. Nelson


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
              
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1998
<CASH>                                             530
<SECURITIES>                                         0
<RECEIVABLES>                                   74,191
<ALLOWANCES>                                       911
<INVENTORY>                                          0
<CURRENT-ASSETS>                                96,751
<PP&E>                                          56,736
<DEPRECIATION>                                  41,378
<TOTAL-ASSETS>                                 113,508
<CURRENT-LIABILITIES>                           66,718
<BONDS>                                          4,798
                                0
                                          0
<COMMON>                                         5,970
<OTHER-SE>                                      34,577
<TOTAL-LIABILITY-AND-EQUITY>                   113,508
<SALES>                                        107,327
<TOTAL-REVENUES>                               107,327
<CGS>                                           95,569
<TOTAL-COSTS>                                  104,166
<OTHER-EXPENSES>                                  (49)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 275
<INCOME-PRETAX>                                  2,937
<INCOME-TAX>                                     1,175
<INCOME-CONTINUING>                              1,762
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,762
<EPS-PRIMARY>                                      .31
<EPS-DILUTED>                                      .27
        


</TABLE>


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