MYR GROUP INC. — Director's Dealing 2008

Nov 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MYR GROUP INC (MYRG)
CIK: 0000700923
Period of Report: 2008-10-30

Reporting Person: GOLDMAN SACHS GROUP INC (10% Owner)
Reporting Person: GOLDMAN SACHS & CO (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-30	Common Stock	S	135000	$9.5000	Disposed	1899846	Indirect

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and
together with GS Group, the "Reporting Persons"). The securities reported herein as indirectly sold were beneficially owned
directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to
MYR Group Inc. (the "Company"). Goldman Sachs is a wholly-owned subsidiary of GS Group.

F2: Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,899,846 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"). Each of Goldman Sachs and GS Group disclaims
beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F3: As of October 30, 2008, the Reporting Persons ceased to beneficially own more than 10% of the Common Stock reported to be
outstanding in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2008 and are therefore no longer
subject to Section 16.