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CORRESP
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filename1.htm

July 7,
2010

VIA
EDGAR

Mr. John
Hartz

Senior
Assistant Chief Accountant

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Mail
Stop 3561

Washington,
D.C. 20549

  Re:

  MYR Group

  Form 10-K for the Year Ended December 31, 2009

  Filed March 15, 2010

  Definitive Proxy Statement on Schedule 14A

  Filed March 23, 2010

  File Number 1-18325

Dear
Mr. Hartz:

Thank
you for your letter, dated June 23, 2010, regarding the Form 10-K for
the year ended December 31, 2009 (the “2009 Form 10-K”) and the
Definitive Proxy Statement on Schedule 14A relating to the 2010 Annual Meeting
(the “2010 Proxy Statement”) of MYR Group Inc. (the “Company”).  We have provided responses to each of the
comments raised in your letter below.  If
you have any questions or comments to our responses please do not hesitate to
contact me at (847) 290-1891 (Extension 216).

For
your convenience, the Staff’s comments are displayed in bold text below in the
order set out in your letter dated June 23, 2010.

Form 10-K
for the Fiscal Year Ended December 31, 2009

Item 1.
Business

Backlog,
page 5

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.

Response:

The
table at the top of page 10 of the 2009 Form 10-K reflects the dollar
amounts of backlog that the Company believed to be firm as of December 31,
2008 and 2009.  This table

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reflects
amounts for both our C&I and T&D segments.  To the extent applicable, in future filings
the Company will disclose the portion of backlog that the Company does not
reasonably expect to be filled within the next year.

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 disclosure elsewhere in this filing.

Response:

In
future filings, the Company will include discussion or cross-reference to other
disclosure that relates to any substantial changes in segment backlog.

Critical
Accounting Policies, page 50

Impairment
of Goodwill, Intangibles 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 values 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 provide 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 allocated to the unit.

·                  A
description of the material assumptions 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 values substantially exceed
the carrying values of your reporting units, please disclose that determination
in future filings.  Reference Item 303 of
Regulation S-K.

Response:

The Company considered whether any of its reporting units had estimated
fair values that are not substantially in excess of their carrying values and
whether the impairment of any

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goodwill
for such reporting units would have a material impact on its results or total
shareholders’ return.  The Company
determined that as of December 31, 2009, both reporting segments had fair
values that substantially exceed the carrying values.  To demonstrate that estimated fair values
substantially exceed the carrying values, the company noted on page 51,
that if our current estimates of projected cash flow for our T&D and
C&I operating segments had been approximately 41% and 27% lower,
respectively, the fair value of the reporting unit would have been lower than
the carrying value thus requiring us to perform an impairment test to determine
the “implied value” of goodwill.  As
noted on page 50 and on page 69 in Note 3 to the financial statements
included in the 2009 Form 10-K, the Company tests the reporting units’ for
impairment at least annually.  As noted
on page 75, Note 7, the Company disclosed the allocation of goodwill by
both the T&D and C&I reporting segments.  We would reflect the impact of any
determination regarding impairment in the financial statements for any period
affected.  In future filings, should
estimated fair values significantly exceed the carrying values of the Company’s
reporting units, we will disclose this fact.

Item
15. Exhibits and Financial Statement Schedules

4.              Please
clarify for us why you have not included a consent from PricewaterhouseCoopers.

Response:

PricewaterhouseCoopers
LLP (“PwC”) was replaced as the Company’s auditors by Ernst & Young (“E&Y”)
effective April 20, 2009. E&Y served as the Company’s independent
registered accountant for the year ended December 31, 2009.  PwC advised the Company that because PwC had
issued a consent to the incorporation of their report on the years ended 2008
and 2007, which had been included as an exhibit to the Company’s Form 10-K
for the year ended December 31, 2008, PwC believed that another consent in
the 2009 Form 10-K was not required.
PwC advised the Company that because PwC’s report for the years ended
2008 and 2007 had not been updated or otherwise changed, PwC believed that
there was no requirement to provide a consent for the 2009 Form 10-K.  In addition, the PwC provided the Company
with a letter stating that such letter serves to authorize the Company to use
PwC’s name in their report on the electronic filing of the 2009 Form 10-K.

Proxy
Statement

Nominating
and Corporate Governance Committee Matters, page 8

5.              We note
your disclosures that the committee 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 nominating committee evaluates nominees for director based on whether
the nominee is recommended by a security

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holder.  Please
show us supplementally what your disclosure would have looked like in this
proxy statement in response to this comment.

Response:

As
noted on pages 8 and 47 of the 2010 Proxy Statement, the Company’s
stockholders may nominate candidates for director and such nominees will be
considered by the Nominating and Corporate Governance Committee when it
considers director candidates recommended by stockholders.  In future filings, the Company will clarify
that the Nominating and Corporate Governance Committee evaluates the
qualifications of candidates properly nominated by stockholders in the same
manner as the Nominating and Corporate Governance Committee evaluates any other
director candidates.

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 diversity in identifying director nominees,
describe how this policy 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 proxy
statement in response to this comment.

Response:

The
Company currently discloses that in evaluating potential nominees for Board
membership, the Nominating and Corporate Governance Committee evaluates each
candidate’s talents and experience in the context of the Board’s needs and may
consider many factors as part of its evaluation, including the following: a
candidate’s experience, skills, expertise, personal and professional integrity,
character, business judgment, availability in light of other commitments,
dedication, conflicts of interest and any other relevant factors that the
Nominating and Corporate Governance Committee considers appropriate, including
diversity in the makeup of the Board.
(see page 8 of the 2010 Proxy Statement).  The Company does not have a policy with
regard to the consideration of diversity in identifying director nominees, but
diversity is a relevant factor that the Nominating and Corporate Governance
Committee considers in evaluating potential nominees for Board membership.  In future filings, the Company will include
disclosure that expressly states that the Company does not have a specific
policy regarding diversity, or, if one is adopted, the Company will provide a
description of any such policy.

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Item
1.  Election of Directors, page 8

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 business and structure at the time the filing is
made.  Your disclosure identifies groups
of directors that have experience in financial and accounting matters, the
utility industry and investment 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 Regulation S-K for further information.  In response to this comment, please show us
supplementally what your disclosure will look like.

Response:

In future filings, the Company will describe each director’s
experience, qualification, attributes, skills and related information on an
individual basis.  Using the disclosure
in the 2010 Proxy Statement on pages 10-11 as an example, the Company’s
disclosure in future filings will include something similar to the following
under each individual director’s biography:

·                  Jack L. Alexander—Mr. Alexander’s
extensive experience as a senior executive at MidAmerican Energy Holdings
Company provides him with a strong fundamental understanding of the company’s
industries and its T&D business sector.
His service in these leadership roles provides a unique basis for
understanding the company’s operations and organizational structure.

·                  Larry F. Altenbaumer—Mr. Altenbaumer’s
experience as president of a utility company and as a consultant to the energy
industry brings in-depth knowledge of the utilities industry to the board and
the company.  In addition, Mr. Altenbaumer’s
role as a president of Illinois Power Company gives him critical insight into
management of a business in a complex environment.

·                  Henry W. Fayne—Mr. Fayne has over 35
years of experience in the energy delivery industry, which provides valuable
knowledge of the company’s primary operations.
His executive management leadership roles and consulting experience aids
the board’s strategic and high-level planning as well as the company’s
understanding of its customers and competitors.

·                  Betty R. Johnson—Ms. Johnson’s
understanding of finance and financial reporting processes is important for the
operation of the board. Her experience as a financial officer at a variety of
companies gives her a strong foundational understanding of the company’s
finances and she understands the financial challenges facing the company and
the market.

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·                  Gary R. Johnson—Mr. Johnson’s extensive
experience in the utility sector provides him with important expertise
regarding the industry and the company’s customers and competitors.  His distinguished career as an executive
officer and general counsel for a large utility gives him knowledge that
assists the board in its understanding of the legal and regulatory issues in
the companies industries.  In addition,
his experience as general counsel provides a unique basis for understanding the
company’s governance processes.

·                  William A. Koertner—Through Mr. Koertner’s
utility industry experience and his tenure as an executive officer and chief
financial officer of the company, he has developed leadership skills and unique
knowledge of the company, its customers and its competition.  Mr. Koertner has developed relationships
that are important to lead the company.

·                  William D. Patterson—Mr. Patterson’s
service as a senior executive for various companies in the utility industry
provides him with an understanding of the company’s industry and keen awareness
about the company’s market.  His
financial expertise provides valuable perspective in the review and analysis of
the company’s financial statements and results.

·                  Carter A. Ward—Mr. Ward’s experience in
the energy investment industry adds important value to the board’s
understanding of financing and the development of the company’s
operations.  His extensive experience as
a managing director in energy investment provides a unique perspective on the
company’s marketplace and potential growth in the company’s industries.

8. We note
that the business experience and background 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 Item 401(e)(1)of
Regulation S-K.  In future filings,
please ensure that the required information is provided for at least the past
five years.  Please tell us what your
future disclosure will look like.

Response:

The
biographies for Mr. Altenbaumer (page 10 of the 2010 Proxy Statement)
and Mr. Johnson (page 11 of the 2010 Proxy Statement) cover more than
five years.  As noted in the 2010 Proxy
Statement, Mr. Altenbaumer is currently an independent consultant.  In future filings, we will clarify that he
has held such position since his retirement from Illinois Power Company in
2004.  Mr. Johnson is currently
retired and has been since his retirement from Xcel Energy in March 2007.  In future filings, we will include a
parenthetical or other language to clarify the directors’ status at the time of
the filing.

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Compensation
Consultant, page 24

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

Response:

The
Company disclosed the fees paid to Ernst & Young LLP (“E&Y”) for
fees related to its services as the Company’s independent auditor for the
fiscal year ending December 31, 2009, under the heading “Independent
Auditors’ Fees” on page 23 of the 2010 Proxy Statement.  The Company further disclosed under this same
heading that it paid E&Y $18,607 in fees for compensation consulting
services in 2009.  In future filings, if
amounts are paid to the Company’s compensation consultant for other services
and those additional amounts exceed $12