November 15, 2005

Mail Stop 7010


By U.S. Mail and facsimile to (281) 878-1010

William A. Coskey, P.E.
Chairman
ENGlobal Corporation
654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060-5914


Re: 	ENGlobal Corporation
	Registration Statement on Form S-3
Filed October 31, 2005
	File No. 333-129336


Dear Mr. Coskey:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
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
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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Cover Page

1. Please highlight the cross-reference to the risk factors
section
by means of prominent type or in another manner as required by
Instruction 5 to Item 501 of Regulation S-K.

Risk Factors, page 3
Our backlog is subject to unexpected adjustments . . ., page 5

2. Please update your backlog to your last completed fiscal
quarter
or a more recent date.

Selling Stockholders, page 9

3. Please tell us whether any of the selling shareholders are
broker-
dealers or affiliates of broker-dealers.  Revise the prospectus to
name the selling shareholders who are broker-dealers and state
that
they are underwriters with respect to the shares that they are
offering for resale.

4. If any selling shareholders are affiliates of broker-dealers,
disclose the following:

* that the selling shareholders purchased in the ordinary course
of
business; and

* that, at the time of purchase of the securities to be resold,
the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

If these selling shareholders are unable to make these
representations, please state that they are underwriters.

5. Please indicate whether the number of shares listed in the
before
and after columns of your selling stockholder table includes all
shares to which the shareholder has the right to acquire
beneficial
ownership within 60 days, as specified in Exchange Act Rule 13d-
3(d)(1).

6. Please describe the transactions in which the shares registered
for resale were acquired by the selling shareholders.  We assume
these are the shares sold in the September 2005 private placement.
Please disclose the seller of the shares, any proceeds received by
the company, the date the transaction closed, and the identity of
the
purchaser(s).

Use of Proceeds, page 14

7. Please revise this section to disclose the proceeds from the
September 29 transactions as well as you use of those proceeds.




Exhibits
Exhibit 5.1, Legal Opinion


8. The legality opinion must opine on the laws of the state of
incorporation.  Please confirm to us supplementally that by
General
Corporation Law of the State of Nevada, counsel means all
statutes,
including the rules and regulations underlying those provisions,
applicable judicial and regulatory determinations, and provisions
of
the Nevada Constitution that affect the interpretation of the
General
Corporation Law.

9. We note language in counsel`s opinion discussing the fact that
it
is not admitted to the practice of law in Nevada and that its
opinion
is based upon an unofficial compilation of Nevada General
Corporate
Law.  Please provide a revised legality opinion that provides an
unqualified opinion as to Nevada law.


      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Matt Franker, Staff Attorney, at (202) 551-
3749
or me at (202) 551-3760 with any questions.


Sincerely,



Pamela A. Long
Assistant Director

cc:	Kathryn K. Lindauer, Esq. (via facsimile 512/499-3810)
      Jenkens & Gilchrist, P.C.
      401 Congress Avenue, Suite 2500
      Austin, Texas 78701
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William A. Coskey
ENGlobal Corporation
November 15, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE