REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________________________________________________________________
                                MYR Group Inc.
             (Exact name of registrant as specified in its charter)
________________________________________________________________________________
                                    Delaware
         (State or other jurisdiction of incorporation or organization)
                                   36-1517230
                      (I.R.S. Employer Identification No.)
________________________________________________________________________________
                        1701 West Golf Road, Suite 1012
                         Rolling Meadows, IL 60008-4007
               (Address of Principal Executive Offices)(Zip Code)
________________________________________________________________________________
                1996 Non-Employee Director Stock Ownership Plan
                            (Full title of the plan)
________________________________________________________________________________
MYR Group Inc.                             copy to:  Bell, Boyd & Lloyd
1701 West Golf Rd., Suite 1012                       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) 290-1892                                    (312) 372-1121
         (Telephone number, including area code, of agent for service)
________________________________________________________________________________
Calculation of Registration Fee
                                   Proposed       Proposed
  Title of                          maximum        maximum          Amount of
securities to     Amount to be  offering price     aggregate       registration 
be registered      registered      per unit     offering price         fee

  Common             50,000       $ 22.625        $1,131,250          $342.81
________________________________________________________________________________
1.   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

2.   In accordance with Rule 457(h), the price has been calculated on the basis
     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, Inc.
     on November 21, 1997 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.

Item 4.        Description of Securities.

Not Applicable.
<PAGE>
Item 5.        Interests of Named Experts and Counsel.

William G. Brown, a partner in 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 85,091 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 attorney's 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 a amendment to this Registration Statement:

                (i)  To include any prospectus required by Section 10 (a)(3) of 
                the Securities Act of 1933;
<PAGE>
                (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 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, suite 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

     The Registrant, pursuant to the requirements of the Securities Act of 1933,
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 November 25,
1997.


                                        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 November 25, 1997.




__________________________________________        Chairman and
Charles M. Brennan III                            Chief Executive Officer



__________________________________________        Director
William G. Brown
<PAGE>




___________________________________________       Director
Allan J. 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

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)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14103}]
{"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": "333-41065", "film-number": "97728832"}, "business-address": {"street1": "THREE CONTINENTAL TOWERS", "street2": "1701 W GOLF ROAD SUITE 1012", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008-4007", "phone": "8472901891"}, "mail-address": {"street1": "1701 W GOLF ROAD", "street2": "SUITE 1012", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008"}, "former-company": {"former-conformed-name": "MYERS L E CO GROUP", "date-changed": "19920703"}}
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________________________________________________________________
                                MYR Group Inc.
             (Exact name of registrant as specified in its charter)
________________________________________________________________________________
                                    Delaware
         (State or other jurisdiction of incorporation or organization)
                                   36-1517230
                      (I.R.S. Employer Identification No.)
________________________________________________________________________________
                        1701 West Golf Road, Suite 1012
                         Rolling Meadows, IL 60008-4007
               (Address of Principal Executive Offices)(Zip Code)
________________________________________________________________________________
                1996 Non-Employee Director Stock Ownership Plan
                            (Full title of the plan)
________________________________________________________________________________
MYR Group Inc.                             copy to:  Bell, Boyd & Lloyd
1701 West Golf Rd., Suite 1012                       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) 290-1892                                    (312) 372-1121
         (Telephone number, including area code, of agent for service)
________________________________________________________________________________
Calculation of Registration Fee
                                   Proposed       Proposed
  Title of                          maximum        maximum          Amount of
securities to     Amount to be  offering price     aggregate       registration 
be registered      registered      per unit     offering price         fee

  Common             50,000       $ 22.625        $1,131,250          $342.81
________________________________________________________________________________
1.   In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

2.   In accordance with Rule 457(h), the price has been calculated on the basis
     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, Inc.
     on November 21, 1997 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 in 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 85,091 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 attorney's 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 a 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 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, suite 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

     The Registrant, pursuant to the requirements of the Securities Act of 1933,
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 November 25,
1997.

                                        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 November 25, 1997.

__________________________________________        Chairman and
Charles M. Brennan III                            Chief Executive Officer

__________________________________________        Director
William G. Brown
___________________________________________       Director
Allan J. 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

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)