Mail Stop 0510

      May 31, 2005



Mr. Robert W. Raiford
Chief Financial Officer
ENGlobal Corporation
600 Century Plaza Drive, Suite 140
Houston, Texas 77073-6033


	RE: 	Form 10-K for the Fiscal Year ended December 31, 2004
                    	File No. 1-14217


Dear Mr. Raiford:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






Form 10-K for Fiscal Year Ended December 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions, please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings, including your interim filings where applicable.

Liquidity and Capital Resources, page 31
2. Please quantify each of the expected sources and uses of cash.
For example, disclose the amount of planned capital expenditures.
Refer to Item 303(a) of Regulation S-K and SEC Release 33-8350.

Contractual Obligations, page 32
3. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.

Critical Accounting Policies, page 34
4. Please indicate whether you have discussed your critical
accounting estimates with your audit committee.  Additionally, for
each critical accounting policy or estimate, please discuss the
likelihood of materially different reported results if different
assumptions or conditions were to prevail.  To the extent
practicable
and meaningful, you should also quantify the effect changes in
assumptions and estimates would have on your overall financial
performance.  See SEC Releases 33-8040 and 33-8098.

Quantitative and Qualitative Disclosures, page 35
5. Given that on page 33 you mention a large foreign receivable
from
a client of EDG and on page 12 you mention business development
agents in foreign countries, please disclose how you determined
that
you have no exposure to foreign currency exchange rate
fluctuations.
Please also disclose how you account for foreign currency
transactions and provide the disclosures required by paragraph 30
of
SFAS 52.




Financial Statements

Statements of Income, page 39
6. You are required to separately present product revenues from
service revenues unless either is less than 10% of total revenues.
Please confirm that you are in compliance with this requirement;
otherwise please revise your presentation of revenues and
corresponding cost of revenues.  Refer to Rule 5-03(b)(1) and (2)
of
Regulation S-X.

Note 2 - Summary of Significant Accounting Policies, page 43
7. Please disclose the types of expenses that you include in the
direct costs line items and the types of expenses that you include
in
the selling, general, and administrative expenses line item.
Please
also disclose whether you include inbound freight charges,
purchasing
and receiving costs, inspection costs, warehousing costs, internal
transfer costs, and the other costs of your distribution network
in
the direct costs line items.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from
direct
costs, please disclose:
* in a footnote the line items that these excluded costs are
included
in and the amounts included in each line item for each period
presented, and
* in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in direct costs and others like you
exclude a portion of them from gross margin, including them
instead
in a line item, such as selling, general, and administrative
expenses.

Revenue Recognition, page 43
8. Please expand your discussion to address how your revenue
recognition policy for each type of revenue complies with the
provisions of SAB Topic 13:A.  Specifically, please address
customer
acceptance and inspection provisions as well as contract
termination
provisions, including customers` rights to terminate most
contracts
at will.  Please also disclose whether you enter into revenue
arrangements with multiple deliverables as well as how you account
for these arrangements pursuant to EITF 00-21.
9. You state that occasionally as an agent you procure material
and
equipment on behalf of your clients for which you do not record
revenues and costs.  Please disclose how you meet the criteria of
SOP
81-1 to apply this accounting treatment.

10. Please disclose your accounting policy for change orders and
how
it conforms to the guidance provided in SOP 81-1.  Please also
disclose if you have a favorable history of negotiating and
collecting work performed under change orders and assess if the
generation of time and material billings every two weeks is timely
enough to properly account for change orders.

Note 8 - Operating Leases, page 51
11. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases.  If, as we
assume, they are taken into account in computing your minimum
lease
payments and the minimum lease payments are recognized on a
straight-
line basis over the minimum lease term, the note should so state.
If
our assumption is incorrect, please tell us how your accounting
complies with SFAS 13 and FTB 88-1.  Paragraph 5.n. of SFAS 13, as
amended by SFAS 29, discusses how lease payments that depend on an
existing index or rate, such as the consumer price index or the
prime
interest rate, should be included in your minimum lease payments.

Note 11 - Related-Party Transactions, page 53
12. Please tell us how you account for your one-third investment
in
PEI Investments.  Given that your CEO also owns a one-third
interest
in this entity, please tell us how you determined this is the
appropriate accounting.  Please include references to
authoritative
accounting literature in your explanation.
13. During the year ended December 31, 2004 you purchased certain
assets of EDGI, CIS, and Infotech.  Please explain to us how each
of
these purchases represented an acquisition of a business.  Refer
to
paragraph 9 of SFAS 141.
14. You issued a $2.5 million five-year contingent promissory note
with payments due annually.  Please tell us more about the terms
of
this note and how you account for it.  Specifically address how
this
amount is reflected in your financial statements as well as how
interest expense is recorded related to this note.










Note 17 - Segment Information, page 57
15. Please disclose the types of amounts included in the corporate
column for each period presented.  Please also disclose why these
amounts were not allocated to the other reportable segments.  If
any
amounts are the elimination or reversal of transactions between
reportable segments, please present them in a separate column from
the corporate one.  Please also disclose what identifiable assets
are
included in the corporate column as of each balance sheet date.
See
paragraphs 31 and 32 of SFAS 131.
16. Please provide the enterprise-wide disclosures required by
paragraph 37 and 38 of SFAS 131.

Item 9A.  Controls and Procedures, page 64
17. Disclosure controls and procedures are now defined in Exchange
Act Rules 13a-15(e) and 15d-15(e).  See SEC Release 33-8238, which
became effective August 14, 2003.  Please refer to the appropriate
locations for the definitions.


*    *    *    *


      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response on EDGAR
as
a correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information required
under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

		In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, Nudrat Salik, Staff Accountant, at (202) 551-3692.


          						Sincerely,



								Rufus Decker
								Branch Chief

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Robert W. Raiford
ENGlobal Corporation
May 31, 2005
Page 1 of 6



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE