REGISTRATION NO. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                  FORM S-8

                           Registration Statement
                                  Under the
                           Securities Act of 1933

                               MYR Group Inc.
           (Exact Name of Registrant as Specified in its Charter)

  Delaware                                          36-1517230
  (State or Other Jurisdiction of                   (I.R.S. Employer
  Incorporation or Organization)                    Identification No.)

  2550 West Golf Rd., Suite 200, Rolling Meadows, Illinois  60008-4007
  (Address of Principal Executive Offices)               (Zip Code)

                           1995 Stock Option Plan
                          (Full Title of the Plan)

  MYR Group Inc.                Copy to:  Bell, Boyd & Lloyd
  2550 West Golf Rd., #200                Three First National Plaza
  Rolling Meadows, IL 60008-4007          Chicago, IL 60602
  Attn: Byron D. Nelson                   Attn: William G. Brown
  (Name and Address of Agent For Service)
  (847) 290-1891                          (312) 372-1121
  (Telephone Number, Including Area Code, of Agent For Service)

                       CALCULATION OF REGISTRATION FEE
  
   Title of     Amount      Proposed   Proposed        Amount
   Securities   to be       Maximum    Maximum         of
   to be        Registered  Offering   Aggregate       Registration
   Registered               Price      Offering        Fee (Total)
                            Per        Price       
                            Share               
  
   Common       316,664     $  10.50   $ 3,324,972 (2) $  1,146
   Stock                         
                                       
   Common        83,336     $  10.87   $   905,862     $    312
   Stock                

(1)  The registration statement  also covers  such indeterminable number
  of additional  shares as  may be  issuable  as a  result  of terminated,
  expired or  surrendered options  for common  stock, forfeited  shares of
  common stock or  pursuant to  the antidilution adjustment  provisions of
  the Plan.

  (2)  In accordance with  Rule 457  (h), calculated on the  basis of  the
  average of the high and low sale prices of the Registrant's common stock
  as quoted in  the consolidated  reporting system of  the New  York Stock
  Exchange on  April  15,1996  as  reported  by  The  Wall Street  Journal
  (Midwest Edition).
  <PAGE>
                                   PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10 (a) PROSPECTUS

  Item 1.  Plan Information.

  Not required to be included herewith.

  Item 2.  Registrant Information and Employee Plan Annual Information.

  Not required to be included herewith.

                                   PART II

                         INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

  The  following  documents   are  incorporated   by  reference   in  this
  registration statement:

  (a)  The registrant's latest annual  report on Form  10-K filed pursuant
  to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,

  (b)  All other reports filed  pursuant to Section 13(a)  or 15(d) of the
  Securities Exchange Act of 1934 since the end of the fiscal year covered
  by the annual report referred to in (a) above,

  (c)  The description of the common stock  of the Registrant contained in
  its registration  statement filed  under  Section 12  of  the Securities
  Exchange Act of  1934, including any  amendment or report  filed for the
  purpose of updating such description,

  All documents subsequently filed by the  Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
  to the filing  of a  post-effective amendment  which indicates  that all
  common  stock  of  the  Registrant  offered  have  been  sold  or  which
  deregisters all common stock  then remaining unsold, shall  be deemed to
  be incorporated by reference  in this registration statement  and a part
  hereof from  the  date  of  filing  of  such  documents.  Any  statement
  contained  in  any  document  incorporated  or  deemed  incorporated  by
  reference in this registration statement shall  be deemed to be modified
  or superseded for purposes of this  registration statement to the extent
  that a statement  contained herein  or in  any other  subsequently filed
  document which is  or is  deemed to be  incorporated herein  modifies or
  supersedes such statement. Any such statement  so modified or superseded
  shall not be deemed, except as  so modified or superseded, to constitute
  a part of this registration statement.
  <PAGE>
  Item 4.  Description of Securities.

  Not Applicable.

  Item 5.  Interests of Named Experts and Counsel.
  William G.  Brown, a  partner of  the law  firm of  Bell, Boyd  & Lloyd,
  Chicago, Illinois, and counsel  to the Registrant, is  a director of the
  Registrant. Bell, Boyd & Lloyd provides legal services to the Registrant
  and the Registrant anticipates  that legal services will  be provided to
  it by the law  firm in the future.   Mr. Brown  beneficially owns 80,998
  shares of the Registrant's common stock, $1.00 par value.

  Item 6.  Indemnification of Directors and Officers.

  The Registrant is authorized  under Section 145 of  the Delaware General
  Corporation Law,  subject  to  the  procedures  and  limitations  stated
  therein,  to  indemnify  any  person  against  any  expenses  (including
  attorneys' fees),  judgments,  fines  and  amounts  paid  in  settlement
  actually and  reasonably  incurred in  connection  with  any threatened,
  pending or completed action, suit or  proceeding in which such person is
  made a party by reason of being or having  been a director or officer of
  the Registrant.  The  Registrant  is  required  by  its  certificate  of
  incorporation to indemnify its directors and  officers and others to the
  extent permitted by  law. The Registrant's  certificate of incorporation
  also limits  the  liability  of  directors  of  the  Registrant  to  the
  Registrant or  its  stockholders  for  monetary  damages  for breach  of
  fiduciary duty as a director, subject  to certain exceptions, consistent
  with Section 102(b)(7) of the Delaware General Corporation Law.

  Item 7.  Exemption From Registration Claimed.

  Not applicable.

  Item 8.  Exhibits.

  The exhibits to this  registration statement which are  required by Item
  601 of Regulation  S-K are  listed in  the Index  to Exhibits  set forth
  elsewhere in this registration statement.

  Item 9.  Undertakings.

  Each of the  following undertakings required  by Items  512(a), (b), (h)
  and other  applicable  undertakings in  Item  512 of  Regulation  S-K is
  furnished by the Registrant as set forth:

  (a)  The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in  which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
<PAGE>
            (i)  To include any  prospectus required by  Section 10 (a)(3)
  of the Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising after
  the effective date of this Registration  Statement (or the most recent
  post-effective amendment  thereof) which, individually or in the aggregate,
  represent a fundamental change in the  information set forth in this
  Registration Statement;

       (iii)     To include any  material information with  respect to the
  plan of  distribution  not  previously  disclosed  in this  Registration
  Statement  or  any   material  change   in  such  information   in  this
  Registration Statement

       Provided, however, that paragraphs (a)(1)(i)  and (a)(1)(ii) do not
  apply if the registration statement is on Form  S-3 or Form S-8, and the
  information required  to be  included in  a post-effective  amendment by
  those  paragraphs  is  contained  in  periodic   reports  filed  by  the
  Registrant pursuant to  Section 13  or Section  15(d) of  the Securities<PAGE>
  Exchange  Act  of  1934  that  are  incorporated  by  reference  in  the
  registration statement.

       (2)  That, for the purpose  of determining any  liability under the
  Securities Act  of 1933,  each  such post-effective  amendment  shall be
  deemed a new registration  statement relating to  the securities offered
  therein, and  the offering  of such  securities  at that  time  shall be
  deemed to be the initial bona fide offering thereof.

       (3)  To remove  from  registration  by  means  of a  post-effective
  amendment any of the securities being  registered which remain unsold at
  the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes  that, for purposes of
  determining any liability under the Securities  Act of 1933, each filing
  of the Registrant's annual report pursuant  to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934  (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act  of 1934) that is  incorporated by reference
  in this  Registration  Statement  shall  be  deemed  a new  registration
  statement relating to the  securities offered therein,  and the offering
  of such securities at that time  shall be deemed to  be the initial bona
  fide offering thereof.

  (e)  The undersigned Registrant hereby undertakes to deliver or cause to
  be delivered with the prospectus, to  each person to whom the prospectus
  is sent or given, the  latest annual report to  security holders that is
  incorporated by  reference in  the prospectus  and  is furnished  to and
  meeting  the  requirements  of  Rule  14a-3  or  Rule  14c-3  under  the
  Securities  Exchange  Act   of  1934;   and,  where   interim  financial
  information required to be  presented by Article 3  of Regulation S-X is
  not set forth in the prospectus, to deliver, or cause to be delivered to
  each person  to  whom  the  prospectus  is  sent  or  given, the  latest
  quarterly report that is  specifically incorporated by  reference in the
  prospectus to provide such interim financial information.
<PAGE>
  (h)  Insofar  as  indemnification  for  liabilities  arising  under  the
  Securities Act  of  1933 may  be  permitted to  directors,  officers and
  controlling  persons  of  the  Registrant   pursuant  to  the  foregoing
  provisions, or otherwise,  the Registrant has  been advised  that in the
  opinion of the  Securities and Exchange  Commission such indemnification
  is against  public policy  as expressed  in the  Act and  is, therefore,
  unenforceable. In  the event  that a  claim for  indemnification against
  such liabilities (other than  the payment by the  Registrant of expenses
  incurred or paid  by a  director, officer or  controlling person  of the
  Registrant in the successful defense of  any action, suit or proceeding)
  is  asserted  by  such  director,  officer   or  controlling  person  in
  connection with the  securities being  registered, the  Registrant will,
  unless in the  opinion of  its counsel  the matter  has been  settled by
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it  is against public policy as
  expressed in the Act and  will be governed by  the final adjudication of
  such issue.
<PAGE>
                                 SIGNATURES


       Pursuant to the  requirements of  the Securities  Act of  1933, the
  registrant certifies that it  has reasonable grounds to  believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this  registration  statement  to  be  signed   on  its  behalf  by  the
  undersigned, thereunto duly authorized, in the  city of Rolling Meadows,
  State of Illinois, on April           , 1996.

                                     MYR Group Inc.


                                     By
                                          Charles M. Brennan III
                                          Chairman
<PAGE>       
       Pursuant to the  requirements of the  Securities Act  of 1933, this
  registration statement has been  signed by the following  persons in the
  capacities indicated on April        , 1996.




                                     Chairman and Chief
  Charles M. Brennan III             Executive Officer


                                     Director
  William G. Brown


                                     Director
  Allan E. Bulley, Jr.


                                     Director
  John M. Harlan


                                     Director
  Bide L. Thomas


                                     Senior Vice President,
  Elliott C. Robbins                 Chief Financial Officer
                                     and Treasurer


                                     Controller
  Betty R. Johnson                   (Principal Accounting Officer)
<PAGE>
                              Index to Exhibits


       The following  documents are  filed  as part  of  this registration
  statement.


  Exhibit                                       Page Number
                 Description of Document        or Reference

  4(a)(1)        Certificate of Incorporation       (1)
                 of the Registrant

  4(a)(2)        Bylaws of the Registrant           (2)

  5              Opinion of Byron D. Nelson          9
                 regarding legality

  23(a)          Consent of Deloitte & Touche LLP   10
  23(b)          Consent of Byron D. Nelson
                 (included in Ex. 5)











  (1)  Incorporated by reference to Exhibit 3.1 to the Registrant's Annual
  Report on Form 10-K  for the fiscal  year ended December  31, 1995 (File
  No. 1-8325).

  (2)  Incorporated by reference to Exhibit 3.2 to the Registrant's Annual
  Report on Form 10-K  for the fiscal  year ended December  31, 1994 (File
  No. 1-8325).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14281}]
{"company-data": {"conformed-name": "MYR GROUP INC", "cik": "0000700923", "assigned-sic": "1623", "irs-number": "363158643", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02605", "film-number": "96548246"}, "business-address": {"street1": "2550 W GOLF STE 200", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008", "phone": "7082901891"}, "mail-address": {"street1": "2550 W GOLF ROAD", "street2": "SUITE 200", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008"}, "former-company": {"former-conformed-name": "MYERS L E CO GROUP", "date-changed": "19920703"}}
REGISTRATION NO. 33-

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

                                  FORM S-8

                           Registration Statement
                                  Under the
                           Securities Act of 1933

                               MYR Group Inc.
           (Exact Name of Registrant as Specified in its Charter)

  Delaware                                          36-1517230
  (State or Other Jurisdiction of                   (I.R.S. Employer
  Incorporation or Organization)                    Identification No.)

  2550 West Golf Rd., Suite 200, Rolling Meadows, Illinois  60008-4007
  (Address of Principal Executive Offices)               (Zip Code)

                           1995 Stock Option Plan
                          (Full Title of the Plan)

  MYR Group Inc.                Copy to:  Bell, Boyd & Lloyd
  2550 West Golf Rd., #200                Three First National Plaza
  Rolling Meadows, IL 60008-4007          Chicago, IL 60602
  Attn: Byron D. Nelson                   Attn: William G. Brown
  (Name and Address of Agent For Service)
  (847) 290-1891                          (312) 372-1121
  (Telephone Number, Including Area Code, of Agent For Service)

                       CALCULATION OF REGISTRATION FEE
  
   Title of     Amount      Proposed   Proposed        Amount
   Securities   to be       Maximum    Maximum         of
   to be        Registered  Offering   Aggregate       Registration
   Registered               Price      Offering        Fee (Total)
                            Per        Price       
                            Share               
  
   Common       316,664     $  10.50   $ 3,324,972 (2) $  1,146
   Stock                         
                                       
   Common        83,336     $  10.87   $   905,862     $    312
   Stock                

(1)  The registration statement  also covers  such indeterminable number
  of additional  shares as  may be  issuable  as a  result  of terminated,
  expired or  surrendered options  for common  stock, forfeited  shares of
  common stock or  pursuant to  the antidilution adjustment  provisions of
  the Plan.

  (2)  In accordance with  Rule 457  (h), calculated on the  basis of  the
  average of the high and low sale prices of the Registrant's common stock
  as quoted in  the consolidated  reporting system of  the New  York Stock
  Exchange on  April  15,1996  as  reported  by  The  Wall Street  Journal
  (Midwest Edition).
PART I

                         INFORMATION REQUIRED IN THE
                          SECTION 10 (a) PROSPECTUS

  Item 1.  Plan Information.

  Not required to be included herewith.

  Item 2.  Registrant Information and Employee Plan Annual Information.

  Not required to be included herewith.

                                   PART II

                         INFORMATION REQUIRED IN THE
                           REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

  The  following  documents   are  incorporated   by  reference   in  this
  registration statement:

  (a)  The registrant's latest annual  report on Form  10-K filed pursuant
  to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,

  (b)  All other reports filed  pursuant to Section 13(a)  or 15(d) of the
  Securities Exchange Act of 1934 since the end of the fiscal year covered
  by the annual report referred to in (a) above,

  (c)  The description of the common stock  of the Registrant contained in
  its registration  statement filed  under  Section 12  of  the Securities
  Exchange Act of  1934, including any  amendment or report  filed for the
  purpose of updating such description,

  All documents subsequently filed by the  Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
  to the filing  of a  post-effective amendment  which indicates  that all
  common  stock  of  the  Registrant  offered  have  been  sold  or  which
  deregisters all common stock  then remaining unsold, shall  be deemed to
  be incorporated by reference  in this registration statement  and a part
  hereof from  the  date  of  filing  of  such  documents.  Any  statement
  contained  in  any  document  incorporated  or  deemed  incorporated  by
  reference in this registration statement shall  be deemed to be modified
  or superseded for purposes of this  registration statement to the extent
  that a statement  contained herein  or in  any other  subsequently filed
  document which is  or is  deemed to be  incorporated herein  modifies or
  supersedes such statement. Any such statement  so modified or superseded
  shall not be deemed, except as  so modified or superseded, to constitute
  a part of this registration statement.
Item 4.  Description of Securities.

  Not Applicable.

  Item 5.  Interests of Named Experts and Counsel.
  William G.  Brown, a  partner of  the law  firm of  Bell, Boyd  & Lloyd,
  Chicago, Illinois, and counsel  to the Registrant, is  a director of the
  Registrant. Bell, Boyd & Lloyd provides legal services to the Registrant
  and the Registrant anticipates  that legal services will  be provided to
  it by the law  firm in the future.   Mr. Brown  beneficially owns 80,998
  shares of the Registrant's common stock, $1.00 par value.

  Item 6.  Indemnification of Directors and Officers.

  The Registrant is authorized  under Section 145 of  the Delaware General
  Corporation Law,  subject  to  the  procedures  and  limitations  stated
  therein,  to  indemnify  any  person  against  any  expenses  (including
  attorneys' fees),  judgments,  fines  and  amounts  paid  in  settlement
  actually and  reasonably  incurred in  connection  with  any threatened,
  pending or completed action, suit or  proceeding in which such person is
  made a party by reason of being or having  been a director or officer of
  the Registrant.  The  Registrant  is  required  by  its  certificate  of
  incorporation to indemnify its directors and  officers and others to the
  extent permitted by  law. The Registrant's  certificate of incorporation
  also limits  the  liability  of  directors  of  the  Registrant  to  the
  Registrant or  its  stockholders  for  monetary  damages  for breach  of
  fiduciary duty as a director, subject  to certain exceptions, consistent
  with Section 102(b)(7) of the Delaware General Corporation Law.

  Item 7.  Exemption From Registration Claimed.

  Not applicable.

  Item 8.  Exhibits.

  The exhibits to this  registration statement which are  required by Item
  601 of Regulation  S-K are  listed in  the Index  to Exhibits  set forth
  elsewhere in this registration statement.

  Item 9.  Undertakings.

  Each of the  following undertakings required  by Items  512(a), (b), (h)
  and other  applicable  undertakings in  Item  512 of  Regulation  S-K is
  furnished by the Registrant as set forth:

  (a)  The undersigned Registrant hereby undertakes:

       (1)  To file, during any period in  which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
(i)  To include any  prospectus required by  Section 10 (a)(3)
  of the Securities Act of 1933;

       (ii) To reflect in the prospectus any facts or events arising after
  the effective date of this Registration  Statement (or the most recent
  post-effective amendment  thereof) which, individually or in the aggregate,
  represent a fundamental change in the  information set forth in this
  Registration Statement;

       (iii)     To include any  material information with  respect to the
  plan of  distribution  not  previously  disclosed  in this  Registration
  Statement  or  any   material  change   in  such  information   in  this
  Registration Statement

       Provided, however, that paragraphs (a)(1)(i)  and (a)(1)(ii) do not
  apply if the registration statement is on Form  S-3 or Form S-8, and the
  information required  to be  included in  a post-effective  amendment by
  those  paragraphs  is  contained  in  periodic   reports  filed  by  the
  Registrant pursuant to  Section 13  or Section  15(d) of  the Securities
Exchange  Act  of  1934  that  are  incorporated  by  reference  in  the
  registration statement.

       (2)  That, for the purpose  of determining any  liability under the
  Securities Act  of 1933,  each  such post-effective  amendment  shall be
  deemed a new registration  statement relating to  the securities offered
  therein, and  the offering  of such  securities  at that  time  shall be
  deemed to be the initial bona fide offering thereof.

       (3)  To remove  from  registration  by  means  of a  post-effective
  amendment any of the securities being  registered which remain unsold at
  the termination of the offering.

  (b)  The undersigned Registrant hereby undertakes  that, for purposes of
  determining any liability under the Securities  Act of 1933, each filing
  of the Registrant's annual report pursuant  to Section 13(a) or 15(d) of
  the Securities Exchange Act of 1934  (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act  of 1934) that is  incorporated by reference
  in this  Registration  Statement  shall  be  deemed  a new  registration
  statement relating to the  securities offered therein,  and the offering
  of such securities at that time  shall be deemed to  be the initial bona
  fide offering thereof.

  (e)  The undersigned Registrant hereby undertakes to deliver or cause to
  be delivered with the prospectus, to  each person to whom the prospectus
  is sent or given, the  latest annual report to  security holders that is
  incorporated by  reference in  the prospectus  and  is furnished  to and
  meeting  the  requirements  of  Rule  14a-3  or  Rule  14c-3  under  the
  Securities  Exchange  Act   of  1934;   and,  where   interim  financial
  information required to be  presented by Article 3  of Regulation S-X is
  not set forth in the prospectus, to deliver, or cause to be delivered to
  each person  to  whom  the  prospectus  is  sent  or  given, the  latest
  quarterly report that is  specifically incorporated by  reference in the
  prospectus to provide such interim financial information.
(h)  Insofar  as  indemnification  for  liabilities  arising  under  the
  Securities Act  of  1933 may  be  permitted to  directors,  officers and
  controlling  persons  of  the  Registrant   pursuant  to  the  foregoing
  provisions, or otherwise,  the Registrant has  been advised  that in the
  opinion of the  Securities and Exchange  Commission such indemnification
  is against  public policy  as expressed  in the  Act and  is, therefore,
  unenforceable. In  the event  that a  claim for  indemnification against
  such liabilities (other than  the payment by the  Registrant of expenses
  incurred or paid  by a  director, officer or  controlling person  of the
  Registrant in the successful defense of  any action, suit or proceeding)
  is  asserted  by  such  director,  officer   or  controlling  person  in
  connection with the  securities being  registered, the  Registrant will,
  unless in the  opinion of  its counsel  the matter  has been  settled by
  controlling precedent, submit to a court of appropriate jurisdiction the
  question whether such indemnification by it  is against public policy as
  expressed in the Act and  will be governed by  the final adjudication of
  such issue.
SIGNATURES

       Pursuant to the  requirements of  the Securities  Act of  1933, the
  registrant certifies that it  has reasonable grounds to  believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this  registration  statement  to  be  signed   on  its  behalf  by  the
  undersigned, thereunto duly authorized, in the  city of Rolling Meadows,
  State of Illinois, on April           , 1996.

                                     MYR Group Inc.

                                     By
                                          Charles M. Brennan III
                                          Chairman
Pursuant to the  requirements of the  Securities Act  of 1933, this
  registration statement has been  signed by the following  persons in the
  capacities indicated on April        , 1996.

                                     Chairman and Chief
  Charles M. Brennan III             Executive Officer

                                     Director
  William G. Brown

                                     Director
  Allan E. Bulley, Jr.

                                     Director
  John M. Harlan

                                     Director
  Bide L. Thomas

                                     Senior Vice President,
  Elliott C. Robbins                 Chief Financial Officer
                                     and Treasurer

                                     Controller
  Betty R. Johnson                   (Principal Accounting Officer)
Index to Exhibits

       The following  documents are  filed  as part  of  this registration
  statement.

  Exhibit                                       Page Number
                 Description of Document        or Reference

  4(a)(1)        Certificate of Incorporation       (1)
                 of the Registrant

  4(a)(2)        Bylaws of the Registrant           (2)

  5              Opinion of Byron D. Nelson          9
                 regarding legality

  23(a)          Consent of Deloitte & Touche LLP   10
  23(b)          Consent of Byron D. Nelson
                 (included in Ex. 5)

  (1)  Incorporated by reference to Exhibit 3.1 to the Registrant's Annual
  Report on Form 10-K  for the fiscal  year ended December  31, 1995 (File
  No. 1-8325).

  (2)  Incorporated by reference to Exhibit 3.2 to the Registrant's Annual
  Report on Form 10-K  for the fiscal  year ended December  31, 1994 (File
  No. 1-8325).