SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                   --------------------------------------

                             AMENDMENT NO. 1 TO
                               SCHEDULE 14D-1
            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                  ---------------------------------------

                               MYR GROUP INC.
                         (NAME OF SUBJECT COMPANY)

                                 GPU, INC.
                           GPX ACQUISITION CORP.
                                 (BIDDERS)

                       COMMON STOCK, $0.01 PAR VALUE
                       (TITLE OF CLASS OF SECURITIES)

                                 554053108
                       (CUSIP NUMBER OF COMMON STOCK)

                                T. G. HOWSON
                        VICE PRESIDENT AND TREASURER
                                 GPU, INC.
                             300 MADISON AVENUE
                     MORRISTOWN, NEW JERSEY 07962-1911
                               (973) 455-8200
        (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATION ON BEHALF OF BIDDERS)

                              WITH A COPY TO:
                          PAUL M. REINSTEIN, ESQ.
                  FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
                             ONE NEW YORK PLAZA
                       NEW YORK, NEW YORK 10004-1930
                               (212) 859-8000

                              WITH A COPY TO:
                         DOUGLAS E. DAVIDSON, ESQ.
                      BERLACK, ISRAELS & LIBERMAN LLP
                            120 WEST 45TH STREET
                          NEW YORK, NEW YORK 10036
                               (212) 704-0100





          This Amendment No. 1 filed on February 23, 2000 to the Schedule
14D-1 filed on December 29, 1999, relates to a tender offer by GPX
Acquisition Corp., a Delaware corporation ("Offeror"), a direct wholly
owned subsidiary of GPU, Inc., a Pennsylvania corporation ("Parent"), to
purchase all issued and outstanding shares of common stock, par value $.01
per share (the "Common Stock") of MYR Group Inc., a Delaware corporation,
at a purchase price of $30.10 per share of Common Stock, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 29, 1999 and in the related
Letter of Transmittal.


ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

          Item 11 is hereby amended to add the following exhibit:

          (a)(11) - Form of Press Release, as issued by Parent and Offeror
          on February 23, 2000.





                                 SIGNATURE

          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


Dated:   February 23, 2000

                                      GPU, INC.


                                      By:  /s/ Ira Jolles
                                          --------------------------------
                                      Name:   Ira Jolles
                                      Title:  Senior Vice President and
                                              General Counsel




                                      GPX ACQUISITION CORP.


                                      By:  /s/ Dave Brauer
                                          --------------------------------
                                      Name:  Dave Brauer
                                      Title: Vice President




                                      EXHIBIT INDEX



  EXHIBIT                                      DESCRIPTION NO.
 ----------             ------------------------------------------------------

  (a)(11)       --      Form of Press Release, as issued by Parent and Offeror
                        on February 23, 2000.

EX-99.(A)(11)

                              [Press Release]

Date:            February 23, 2000
Contact:         Ned Reynolds (973) 455-8294
For Release:     Immediately
Release Number:  00-04

             GPU, INC. EXTENDS EXPIRATION DATE OF TENDER OFFER
                             FOR MYR GROUP INC.


Morristown, NJ - GPU, Inc. (NYSE:GPU) today announced that its wholly owned
subsidiary GPX  Acquisition  Corp. had extended the expiration  date of its
tender offer for all of the outstanding shares of common stock of MYR Group
Inc. (NYSE: MYR) to 12:00 midnight,  New York City time, on March 24, 2000.
As of the close of business on February 23, 2000,  approximately  1,438,505
shares of Common  Stock of MYR,  or  approximately  22.4% of all  shares of
Common Stock  outstanding as of the commencement of the tender offer,  were
tendered pursuant to the terms of the tender offer.

GPU said that it had extended the expiration date of the tender offer
because it had not yet received clearance under the Public Utility Holding
Company Act from the Securities and Exchange Commission to complete the
transaction and does not expect that it will receive such clearance before
12:00 midnight, New York City time, on February 29, 2000, the initial
expiration date of the tender offer.

GPU, Inc. (NYSE: GPU), headquartered in Morristown, NJ, is a registered
public utility holding company providing utility and utility-related
services to customers throughout the world. GPU serves 4.6 million
customers directly through its electric companies -- GPU Energy in the US,
Midlands Electricity plc in the UK, and Emdersa in Argentina. It serves
another 1.4 million customers indirectly through its electric and gas
transmission subsidiaries GasNet and PowerNet in Australia. The company's
independent power project business units own interests in and operate 22
projects in 7 countries and the US. GPU's 1999 revenues were $4.8 billion
and its total assets were $21.7 billion. GPU's other subsidiaries include
GPU Advanced Resources, Inc., GPU International, Inc., GPU Nuclear, Inc.,
GPU Service, Inc., and GPU Telcom Services, Inc. (http://www.gpu.com)