SecProbe.io

June 23, 2010

Mr. Marco A. Martinez MYR Group Inc.  Three Continental Towers 1701 Golf Road, Suite 3-1012 Rolling Meadows, IL
Re: MYR Group Inc.   Form 10-K for the fiscal year ended December 31, 2009
Filed March 15, 2010 Definitive Proxy Statement on Schedule 14A Filed March 23, 2010 File No. 1-08325
 Dear Mr. Martinez:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for the fiscal year ended December 31, 2009

Item 1. Business
Backlog, page 9

1. In future filings, disclose the dollar amount of backlog orders believed to be firm, as of a
recent date and as of a comparable date in the preceding fiscal year, together with an
indication of the portion thereof not reasonably expected to be filled within the current
fiscal year.  Please refer to Item  101(c )(1)(viii) of Regulation S-K.

2. In future filings, a substantial change in segment backlog orders, such as the decline in
the T&D segment in fiscal 2009 vs fiscal 2008, should be discussed in a footnote to the
table or included by reference to disc losure elsewhere in this filing.

Mr. Marco A. Martinez MYR Group Inc.
 June 23, 2010  Page 2

Critical Accounting Policies, page 50

Impairment of Goodwill, Intangible s and Long-Lived Assets, page 50

3. To the extent that any of your reporting units  have estimated fair values that are not
substantially in excess of their carrying va lues and goodwill for such reporting units, in
the aggregate or individually, if impaired, could materially  impact your results or total
shareholders’ equity, please identify and provi de the following disclosures for each such
reporting unit in future filings:
• The percentage by which fair value exceeds carrying value as of the most-recent step-
one test.
• The amount of goodwill allo cated to the unit.
• A description of the material assumpti ons that drive estimated fair value.
• A discussion of any uncertainties associated with each key assumptions
• A discussion of any potential events, trends  and/or circumstances that could have a
negative effect on estimated fair value.
If you have determined that estimated fair va lues substantially excee d the carrying values
of your reporting units, please disclose that de termination in future filings.  Reference
Item 303 of Regulation S-K.

Item 15. Exhibits and Financial Statement Schedules

4. Please clarify for us why you have not include d a consent from Pricew aterhouseCoopers.
 Definitive Proxy Statement on Schedule 14A

 Nominating and Corporate Govern ance Committee Matters, page 8

5. We note your disclosures that the comm ittee will consider director candidates
recommended by stockholders.  In future filings, please describe the nominating committee’s process for including nominees recommended by security holders, and any
differences in the manner in which the nom inating committee evaluates nominees for
director based on whether the nominee is r ecommended by a security holder.  Please
show us supplementally what your disclosu re would have looked like in this proxy
statement in response to this comment.

6. We note your disclosure that the committee may consider many specified factors in its evaluation of candidates for board membership, as well as “other relevant factors . .
including diversity.”  In future filings, please discuss how the nominating committee (or the board) considers diversity in identifying nominees for directors. If the nominating
committee has a policy with regard to the consideration of dive rsity in identifying
director nominees, describe how this po licy is implemented, as well as how the
nominating committee (or the board) assesses the effectiveness of its policy.  Please refer
to Item 407(c )(2)(vi) of Regulation S-K.  Please show us supplementally what your
disclosure would have looked like in this pr oxy statement in response to this comment.

Mr. Marco A. Martinez MYR Group Inc.
 June 23, 2010  Page 3

 Item 1.  Election of Directors, page 9

Director Qualification, page 9

7. In future filings, please describe each director ’s experience, qualifications, attributes or
skills on an individual  basis.  You should address each person’s particular and specific
experience that led the board to conclude that  such person should serve as a director of
the company in light of the company’s busin ess and structure at the time the filing is
made.  Your disclosure identifie s groups of directors that have  experience in financial and
accounting matters, the utility industry and i nvestment experience in the energy sector,
and does not provide particular and specific disclosure on an individual basis.  Please see
Question 116.05 of our C&DIs related to Regul ation S-K for further information.  In
response to this comment, please show us supplementally what your disclosure will look
like.

8. We note that the business experience and bac kground information provided for Mr. Larry
F. Altenbaumer on page 10 and Mr. Gary R. Johnson on page 11  do not appear to cover
all of the past five years as required by It em 401(e)(1)of Regulation S-K.  In future
filings, please ensure that the required inform ation is provided for at least the past five
years.  Please tell us what your  future disclosure will look like.

Compensation Consultant, page 24

9. We note that you have not provided the info rmation required by Item 407(e)(3)(iii) of
Regulation S-K regarding the additional fees pa id to Ernest & Young for services as the
company’s independent auditors for the fi scal year ended December 31, 2009.  We also
note that effective November 2009, you have  retained Mercer to serve as your
compensation consultant and Me rcer does not provide any other services to the company.
In future filings, please provide all applicable disclosure required by Item 407(e)(3)(iii).

Management Incentive Plan, page 32

10. In future filings, please disclose the weighting of each of the goals upon which
calculation and payment of the in centive awards is based.  We  note that in your example,
you have used weightings of 58%, 12%, 15% and 15% for the pretax income goal, ROE
goal, total case rate and lost time cases, but it is not clear whether these are the
weightings that were actually in place for the 2009 compensation.

Executive Compensation Tables, page 39
2009 Summary Compensation Table, page 39

11. We note that the $268,269 stated in the table as  2009 salary for Mr. Gerald B. Engen, Jr.
does not reconcile with the $275,000 that you re fer to under “Base Salary” on page 31.
Supplementally, please explain the difference w ith a view towards future disclosure.

Mr. Marco A. Martinez MYR Group Inc.
 June 23, 2010  Page 4

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Tricia Arme lin at (202) 551-3747 or J ohn Cash at (202) 551-3768 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Dorine Miller at (202) 551-3711 or Pam Long at (202) 551-3765 with any other
questions.
Sincerely,

John Hartz Senior Assistant Chief Accountant