Exhibit 10.11

                        CHANGE OF CONTROL AGREEMENT


       AGREEMENT by  and  between MYR  Group,  Inc. (the  "Company")  and
  William S. Skibitsky  (the "Employee"),  dated as  of the  21st day  of
  December, 1999.

       The Board of Directors of the Company (the "Board") has determined
  that it is in the best interests of the Company and its stockholders to
  assure that  the Company  will have  the  continued dedication  of  the
  Employee, notwithstanding the  possibility, threat or  occurrence of  a
  Change of  Control  (as defined  below)  of  the Company.    The  Board
  believes it is imperative to diminish  the distraction of the  Employee
  by virtue of the personal uncertainties and risks created by a  pending
  or threatened Change of  Control and to  encourage the Employee's  full
  attention and dedication to the Company  currently and in the event  of
  any threatened  or  pending  Change of  Control,  and  to  provide  the
  Employee with compensation and benefits  arrangements upon a Change  of
  Control which ensure that the compensation and benefits expectations of
  the Employee will be satisfied and which are competitive with those  of
  other corporations.  Therefore, in order to accomplish these objectives
  the Board has caused the Company to enter into this Agreement.

  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

       1.        Term of Agreement.  This Agreement shall terminate if  a
  Change of Control Date  (as hereinafter defined) does  not occur on  or
  before December 31, 2001.

       2.        Change of Control.   For purposes  of this Agreement,  a
  "Change of Control" shall  be defined as the  occurrence of any of  the
  following events:

            (a)   There  is a  report  filed  on  Schedule  13D  (or  any
  successor schedule, form  or report) as  promulgated  pursuant  to  the
  Securities Exchange Act of  1934, as amended  (the "Exchange Act"),  as
  generally in effect on the date hereof, disclosing that any person  (as
  the term "person"  is used in  Section 13(d)(3) of  the Exchange  Act),
  other than Charles M. Brennan III, has become the beneficial owner  (as
  the term  "beneficial  owner"  is  defined  under  Rule  13d-3  or  any
  successor rule or regulation promulgated under the Exchange Act) of 20%
  or more of the  issued and outstanding shares  of voting securities  of
  the Company; or

            (b)   The acquisition  of  20%  or  more  of  the  issued and
  outstanding shares of voting  securities of the  Company by any  person
  which would otherwise require  the filing of a  report as described  in
  (a) above.

       3.   Change of Control Date.  For purposes of this Agreement,  the
  "Change of Control Date" shall mean  the first date during the term  of
  this Agreement on which a Change  of Control occurs.  Anything in  this
  Agreement to  the  contrary notwithstanding,  if  a Change  of  Control
  occurs and if the Employee's employment with the Company is  terminated
  prior to the date on which the Change  of Control occurs, and if it  is
  reasonably demonstrated  by  the  Employee  that  such  termination  of
  employment (i) was at the request of a third party who has taken  steps
  reasonably calculated to effect a Change  of Control or (ii)  otherwise
  arose in connection  with or in  anticipation of a  Change of  Control,
  then for all purposes  of this Agreement the  "Change of Control  Date"
  shall mean the date immediately prior  to the date of such  termination
  of employment.

       4.   Termination of Employment

            (a)     Good Cause.  For  purposes of this  Agreement,  "Good
  Cause"  shall mean  (i)  the  Employee's  commission of a  felony, (ii)
  the Employee's material  breach of any  of his  obligations or  duties,
  including the Employee's willful  failure to substantially perform  his
  duties other  than as  a result  of his  incapacity due  to illness  or
  injury, or (iii) the  Employee's commission of a  willful act, such  as
  embezzlement, against the  Company intended to  enrich the Employee  at
  the expense  of the  Company.   No termination  for Good  Cause may  be
  effected under clause  (ii) of the  preceding sentence  unless (a)  the
  Company shall have given written notice to the Employee specifying with
  particularity the basis  for the  Company's decision  to terminate  the
  Employee's employment, and (b) the Employee shall have failed to  cease
  or correct the  performance (or nonperformance)  which forms the  basis
  for the Company's  decision within 30  days following the  date of  the
  Company's written notice.

            (b)     Good Reason.   For purposes of this  Agreement, "Good
  Reason"  shall  mean  any  of  the  following which occurs without  the
  written consent of the Employee:

                      (i)  Any  significant  change  in  the  nature   of
                 Employee's   principal   duties   or   any   significant
                 diminution in the Employee's status or responsibilities;

                      (ii) Any decrease in the Employee's salary or  cash
                 incentive opportunity below the  level the Employee  was
                 earning at the time of a Change of Control;

                      (iii)     The  Company's  failure  to  obtain   the
                 agreement  of   a  successor   entity  to   assume   the
                 obligations under this Agreement; or

                      (iv) The Company's  requiring  the Employee  to  be
                 based in any  location which  would materially  increase
                 the Employee's commuting time.

            (c)        Disability.    For  purposes  of  this  Agreement,
  "Disability"  shall  mean  the  absence  of  the  Executive  from   the
  Executive's duties  with  the Company  on  a full-time  basis  for  180
  consecutive days as a  result of incapacity due  to mental or  physical
  illness which is determined  to be total and  permanent by a  physician
  selected by the Company  or its insurers  and reasonably acceptable  to
  the Executive or the Executive's legal representative.

       5.   Notice of Termination.   Any termination  by the Company  for
  Good Cause, or by the Employee  for Good Reason, shall be  communicated
  by a  Notice  of  Termination  to  the  other  party  hereto  given  in
  accordance with Section 12(b) of this Agreement.  For purposes of  this
  Agreement, a "Notice of Termination" means  a written notice which  (i)
  indicates the specific termination  provision in this Agreement  relied
  upon, (ii) to the  extent applicable, sets  forth in reasonable  detail
  the facts and circumstances claimed to provide a basis for  termination
  of the Employee's employment under the provision so indicated and (iii)
  if the Date of Termination (as defined below) is other than the date of
  receipt of  such notice,  specifies the  termination date  (which  date
  shall be not more  than thirty days after  the giving of such  notice).
  The failure by the Employee or the  Company to set forth in the  Notice
  of Termination any fact or circumstance which contributes to a  showing
  of Good Reason or Good Cause shall not waive any right of the  Employee
  or the Company, respectively, hereunder or preclude the Employee or the
  Company, respectively,  from asserting  such  fact or  circumstance  in
  enforcing the Employee's or the Company's rights hereunder.

       6.   Date of Termination.  For  purposes of this Agreement,  "Date
  of Termination" means (a) if   the Employee's employment is  terminated
  by the Company for Good Cause, or by the Employee for Good Reason,  the
  date of  receipt  of  the  Notice of  Termination  or  any  later  date
  specified therein, as the case may be, (b) if the Employee's employment
  is terminated  by the  Company  other than  for  Good Cause,  death  or
  Disability, the date on which the Company notifies the Employee of such
  termination and  (c)  if the  Employee's  employment is  terminated  by
  reason of death or Disability, the date of death of the Employee or the
  date of the determination that the Employee's Disability is  determined
  to be total and permanent, as the case may be.

       7.   Obligations of the Company upon Termination.

            (a)  Termination by Company Not  for Good Cause;  Resignation
  by Employee for  Good Reason.   If,  on or  within five  years after  a
  Change of  Control Date,  the Company  shall terminate  the  Employee's
  employment other  than for  Good Cause,  Disability  or death,  or  the
  Employee shall terminate employment for  Good Reason within five  years
  after the  Change  of  Control Date,  the  Employee  will  receive,  in
  addition to all benefits to which the Employee is legally entitled:

           (i)   Acceleration of all unvested MYR stock option grants and
                 MYR restricted stock awards  or, at the sole  discretion
                 of MYR's Board of Directors, their cash equivalent;

           (ii)  Any earned but unpaid bonus  for the year preceding  the
                 year in which termination occurs;

           (iii) A  pro-rated  target  bonus  for  the  worked portion of
                 the year in which termination occurs;

           (iv)  One  year  of  current  salary  (not  lower   than   the
                 Employee's salary on the Change of Control Date) and one
                 year of target bonus;

           (v)   One year  of  post-termination  medical coverage on  the
                 same  basis as  if the  Employee was a current employee;

           (vi)  Reimbursement of legal expenses incurred,  in accordance
                 with Section  9, to  enforce this  Agreement; and

           (vii) In  the  event  that  any  of the  foregoing  provisions
                 of  this  Section  7  result  in  the  receipt   by  the
                 Employee  of  a  "parachute  payment"  (as   defined  in
                 Section 280G of  the Internal Revenue  Code of 1986,  as
                 amended (the "Code")),  then the Company  shall make  an
                 additional payment to the Employee in an amount in  cash
                 such that the  amount of the  after-tax proceeds of  the
                 Employee  from  the  payments   provided  for  in   this
                 Agreement, taking into account federal and state  income
                 and excise taxes, is equal to  the amount of the  after-
                 tax proceeds the Employee  would have received from  the
                 payments  provided  for  in  this  Agreement  had   such
                 payments not resulted in the receipt by the Employee  of
                 a parachute payment.   The Employee  agrees to give  the
                 Company prompt  written  notice  of  any  claim  by  the
                 Internal Revenue Service that any payments made pursuant
                 to this Agreement result in the receipt by the  Employee
                 of a parachute payment.  In such event the Company shall
                 have the right to assume and  control the defense of  an
                 such claim  with  counsel of  its  own selection.    The
                 Employee  agrees  to  cooperate  with  the  Company   in
                 connection with any defense of such claim.

  In addition, for  a period  of 90  days following  the thirtieth  month
  anniversary of a  Change of  Control Date,  the Employee  may elect  to
  terminate employment  at the  Employee's discretion  provided that  the
  Employee offers to continue  employment at the  request of the  Company
  for a period of up to six months.  In the event of such termination  at
  the discretion of the  Employee, the Employee  shall receive items  (i)
  through (vi) above.  The Employee will also be entitled to receive  all
  other benefits to which  the Employee is  entitled under the  Company's
  various policies or plans or to which the Employee is otherwise legally
  entitled.  Solely  for purposes of  the computation  of benefits  under
  this Agreement, payments made  by the Company as  the result of such  a
  termination at the discretion of the  Employee that are required to  be
  taken  into  account  with  respect  to  the  Employee  under   Section
  280G(b)(2)(A)(ii) of the Code shall not, in the aggregate, exceed  2.99
  times the Employee's "base amount" as  that term is defined in  Section
  280G(b)(3) of the Code.  If the limitation contained in the immediately
  preceding sentence applies, any reduction in payments will in no  event
  affect the computation  of payments hereunder  which do not  constitute
  "excess parachute payments"  within the meaning  of Section 280G(b)  of
  the Code.

            (b)  Death.  If  the Employee dies  during the  term of  this
  Agreement prior to  the Change in  Control Date,  this Agreement  shall
  terminate without further obligation of the Company to the Employee  or
  his estate  other  than  the obligation  to  pay  any  compensation  or
  benefits that have been earned but not paid on the Date of Termination,
  and any post-termination,  life insurance  or death  benefits that  are
  provided under the Company's normal benefit plans and policies.

            (c)  Disability.   If  the  Employee's  employment  shall  be
  terminated during the  term of this  Agreement prior to  the Change  in
  Control Date by  reason of  the Employee's  Disability, this  Agreement
  shall terminate  without  further  obligation of  the  Company  to  the
  Employee other than the obligation to pay any compensation or  benefits
  that have been earned but not paid on the Date of Termination, and  any
  post-termination benefits  or  disability benefits  that  are  provided
  under the Company's normal benefit plans and policies.

            (d)  Good Cause; Other  than for  Good Reason.   If,  whether
  before or after  a Change of  Control Date,  the Employee's  employment
  shall be terminated  for Good Cause,  or if the  Employee shall  resign
  other than  for Good  Reason, this  Agreement shall  terminate  without
  further obligation to the Employee other than the obligation to pay any
  compensation or benefits that have been earned but not paid on the Date
  of Termination,  and any  post-termination benefits  that are  provided
  under the Company's normal benefit plans and policies.

       8.   Non-exclusivity of Rights.   Nothing in this Agreement  shall
  prevent or limit the Employee's  continuing or future participation  in
  any plan, program, policy or practice  provided by the Company and  for
  which the Employee may  qualify, nor, subject  to Section 12(g),  shall
  anything herein limit or otherwise affect  such rights as the  Employee
  may have under  any contract or  agreement with the  Company.   Amounts
  which are vested benefits or which  the Employee is otherwise  entitled
  to receive  under any  plan,  policy, practice  or  program of  or  any
  contract or agreement with the Company at or subsequent to the Date  of
  Termination shall  be payable  in accordance  with such  plan,  policy,
  practice or  program  or contract  or  agreement except  as  explicitly
  modified by this Agreement.

       9.   Full Settlement;  Legal Fees.   The  Company's obligation  to
  make the  payments provided  for in  this  Agreement and  otherwise  to
  perform its obligations hereunder shall not be affected by any set-off,
  counterclaim, recoupment, defense or other claim, right or action which
  the Company may have against the Employee or others.  In no event shall
  the Employee be obligated  to seek other employment  or take any  other
  action by way  of mitigation  of the  amounts payable  to the  Employee
  under any of the  provisions of this Agreement  and such amounts  shall
  not be reduced whether  or not the  Employee obtains other  employment.
  In the event the Employee incurs legal fees and expenses in seeking  to
  obtain any benefit under this Agreement and it is ultimately determined
  by a court of competent jurisdiction  that the Employee is entitled  to
  receive all or any part of such benefit, then the Company shall pay  to
  the Employee the reasonable legal fees and expenses so incurred by  the
  Employee.

       10.       Confidential Information.  The Employee shall hold in  a
  fiduciary capacity  for  the  benefit of  the  Company  all  secret  or
  confidential information, knowledge  or data relating  to the  Company,
  and their respective businesses, which shall have been obtained by  the
  Employee during the  Employee's employment by  the Company   and  which
  shall not be  or become  public knowledge (other  than by  acts by  the
  Employee or  representatives  of  the Employee  in  violation  of  this
  Agreement).  After  termination of the  Employee's employment with  the
  Company, the Employee shall not, without  the prior written consent  of
  the Company or as  may otherwise be required  by law or legal  process,
  communicate or  divulge  any such  information,  knowledge or  data  to
  anyone other than the Company and those designated by it.  In no  event
  shall an  asserted  violation of  the  provisions of  this  Section  10
  constitute a basis for deferring  or withholding any amounts  otherwise
  payable to the Employee under this Agreement.

       11.       Successors.

            (a)  This Agreement is personal  to the Employee and  without
  the prior written consent of the Company shall not be assignable by the
  Employee  otherwise  than  by   will  or  the   laws  of  descent   and
  distribution.  This  Agreement shall  inure to  the benefit  of and  be
  enforceable by the Employee's legal representatives.

            (b)  This Agreement  shall inure  to the  benefit of  and  be
  binding upon the Company and its successors and assigns.

            (c)  The Company will require  any successor (whether  direct
  or indirect, by purchase, merger, consolidation or otherwise) to all or
  substantially all  of the  business and/or  assets  of the  Company  to
  assume expressly and agree to perform this Agreement in the same manner
  and to the same extent that the Company would be required to perform it
  if no such  succession had  taken place.   As used  in this  Agreement,
  "Company" shall  mean  the  Company as  hereinbefore  defined  and  any
  successor to its business and/or assets as aforesaid which assumes this
  Agreement by operation of law, or otherwise.

       12.  Miscellaneous.

            (a)  This Agreement  shall be  governed by  and construed  in
  accordance with the laws of the State of Illinois without reference  to
  principles of conflict of laws.  The captions of this Agreement are not
  part of the provisions hereof and shall have no force or effect.   This
  Agreement may not be  amended or modified otherwise  than by a  written
  agreement executed by the parties hereto or their respective successors
  and legal representatives.

            (b)  All notices and other communications hereunder shall  be
  in writing and shall be given by hand delivery to the other party or by
  registered  or  certified  mail,  return  receipt  requested,   postage
  prepaid, addressed as follows:

            If to the Employee: William S. Skibitsky
                                RFD 1357
                                Long Grove, IL 60047


            If to the Company: MYR Group, Inc.
                               Three Continental Towers
                               1701 W. Golf Road, Suite 1012
                               Rolling Meadows, Illinois 60008-4007
                               Attention:  Secretary

  or to such other  address as either party  shall have furnished to  the
  other in writing  in accordance  herewith.   Notice and  communications
  shall be effective when actually received by the addressee.

            (c)  The invalidity or unenforceability  of any provision  of
  this Agreement shall not affect the  validity or enforceability of  any
  other provision of this Agreement.

            (d)  This Agreement represents the entire  agreement  between
  the  parties  hereto   with  respect  to  the  subject  matter  hereof,
  and  supersedes   all  prior   or  contemporaneous   oral  or   written
  negotiations, understandings and agreements between the parties hereto.

            (e)  The Company may withhold from any amounts payable  under
  this Agreement such Federal, state, local or foreign taxes as shall  be
  required to be withheld pursuant to any applicable law or regulation.

            (f)  The Employee's or the  Company's failure to insist  upon
  strict compliance with any provision of  this Agreement or the  failure
  to assert any  right the Employee  or the Company  may have  hereunder,
  including, without limitation, the right  of the Employee to  terminate
  employment for Good Reason pursuant to Section 4(b) of this  Agreement,
  shall not be deemed to be  a waiver of such  provision or right or  any
  other provision or right of this Agreement.

            (g)  The Employee and the Company acknowledge that, except as
  may otherwise be provided under any other written agreement between the
  Employee and the Company, the employment of the Employee by the Company
  is "at will" and, prior to  the Change of Control Date, the  Employee's
  employment may be terminated by either  the Employee or the Company  at
  any time  prior  to the  Change  of Control  Date,  in which  case  the
  Employee shall have no further rights  under this Agreement.  From  and
  after the Change  of Control Date  this Agreement  shall supersede  any
  other agreement between the parties with respect to the subject  matter
  hereof.

       IN WITNESS WHEREOF, the Employee  has hereunto set the  Employee's
  hand and, pursuant to  the authorization from  its Board of  Directors,
  the Company has caused this Agreement to be executed in its name on its
  behalf, all as of the day and year first above written.



                             ________________________________________
                             William S. Skibitsky


                             MYR GROUP, INC.


                             By: ____________________________________

                             Its:____________________________________