MYR GROUP INC. — Director's Dealing 2008

Oct 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MYR GROUP INC (MYRG)
CIK: 0000700923
Period of Report: 2008-10-21

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
2008-10-21	Common Stock	S	100000	$10.5000	Disposed	2495146	Indirect
2008-10-21	Common Stock	S	150000	$10.0000	Disposed	2345146	Indirect
2008-10-22	Common Stock	S	67	$10.5000	Disposed	2345079	Indirect
2008-10-22	Common Stock	S	3157	$10.3900	Disposed	2341922	Indirect
2008-10-22	Common Stock	S	50	$10.0600	Disposed	2341872	Indirect
2008-10-22	Common Stock	S	76	$10.0100	Disposed	2341796	Indirect
2008-10-22	Common Stock	S	306950	$10.0000	Disposed	2034846	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 2,034,846 shares of the
Company's common stock, par value $0.01 per share. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest therein.