SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D. C.  20549

                                Form 10-K
                               (Mark One)
   
   ( X )     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
             For the Fiscal Year Ended July 31, 1997
OR
   (   )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
             For the transition period from          to

                      Commission File No. 0-8190

                   Williams Industries, Incorporated
        (Exact name of Registrant as specified in its charter)

                   Virginia                   54-0899518
       (State or other jurisdiction of      (I.R.S. Employer
        incorporation or organization)     Identification No.)

                       2849 Meadow View Road
               Falls Church, Virginia               22042
         (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code:
                             (703) 560-5196

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12 (g) of the Act:
                     Common Stock, $0.10 Par Value
                             (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15 (d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the Registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.
  YES   (X)     NO  ( )

     Indicate by check mark if disclosure of delinquent filers pursuant 
to Rule 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K.   X

     Aggregate market value of voting stock held by non-affiliates of 
the Registrant, based on last sale price as reported on October 3, 1997.
                                             $17,038,536

     Shares outstanding at October 3, 1997     2,839,756

     The following document is incorporated herein by reference thereto 
in response to the information required by Part III of this report 
(information about officers and directors):

     Proxy Statement Relating to Annual Meeting to be held November 22, 
1997.


<PAGE>
     To the Board of Directors and Stockholders
Williams Industries, Incorporated
Falls Church, Virginia

We have audited the accompanying consolidated balance sheets of Williams 
Industries, Incorporated, and subsidiaries (the "Company") as of July 31, 
1997 and 1996, and the related consolidated statements of operations, 
stockholders' equity (deficiency in assets) and cash flows for each of the 
three years in the period ended July 31, 1997.  Our audits also included the 
financial statement schedule listed in Item 14.  These financial statements 
and financial statement schedule are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on these 
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly in all 
material respects, the consolidated financial position of Williams 
Industries, Incorporated, and subsidiaries as of July 31, 1997 and 1996, and
the consolidated results of their operations and their cash flows for each of 
the three years in the period ended July 31, 1997 in conformity with general 
accepted accounting principles.  Also, in our opinion, such financial 
statement schedule, when considered in relation to the basic consolidated 
financial statements taken as a whole, presents fairly in all material 
respects the information as set forth therein.



Deloitte & Touche LLP

Washington, D.C.
September 30, 1997

<PAGE>
<TABLE>
<CAPTION>
                 WILLIAMS INDUSTRIES, INCORPORATED
                    CONSOLIDATED BALANCE SHEETS
                   AS OF JULY  31, 1997 AND 1996

                                       1997              1996
<S>                              <C>               <C>
ASSETS
Cash and cash equivalents         $  1,867,144     $     900,867
Restricted cash                        252,412           400,000
Accounts and notes 
  receivable, net (Note 3)          10,322,033        11,109,854
Inventories                          2,727,814         2,169,353
Costs and estimated earnings
  in excess of billings on
  uncompleted contracts (Note 6)       845,325           620,199
Investments in unconsolidated 
  affiliates (Note 11)               1,770,940         1,986,300
Property and equipment, net of 
  accumulated depreciation
  and amortization (Note 8)         10,686,243         9,452,326
Prepaid expenses and other assets    1,217,808         1,372,853
Deferred income taxes (Note 10)      1,800,000              -

TOTAL ASSETS                      $ 31,489,719      $ 28,011,752


LIABILITIES
Notes payable (Note 9)            $ 12,638,056      $ 15,142,321
Accounts payable                     4,842,837         6,561,815
Accrued compensation, payroll 
  taxes and amounts withheld
  from employees                       694,634           853,923
Billings in excess of costs 
  and estimated earnings on
  uncompleted contracts (Note 6)     2,972,587         2,231,188
Other accrued expenses               3,531,599         5,219,248
Income taxes payable (Note 10)         108,000            96,000

Total Liabilities                   24,787,713        30,104,495

Minority Interests                     170,237           131,371

COMMITMENTS AND CONTINGENCIES (NOTE 15)

STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
Common stock - $0.10 par value, 
  10,000,000 shares authorized;
  2,839,756 and 2,576,017 shares 
  issued and outstanding (Note 12)     283,976           257,602
Additional paid-in capital          15,705,430        13,147,433
Accumulated deficit                 (9,457,637)      (15,629,149)

Total stockholders' equity 
  (deficiency in assets)             6,531,769        (2,224,114)

TOTAL LIABILITIES AND STOCKHOLDERS' 
  EQUITY (DEFICIENCY IN ASSETS)   $ 31,489,719      $ 28,011,752
</TABLE>


See notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>
                 WILLIAMS INDUSTRIES, INCORPORATED
               CONSOLIDATED STATEMENTS OF OPERATIONS
              YEARS ENDED JULY 31, 1997, 1996 and 1995

                              1997          1996          1995
<S>                      <C>           <C>           <C>
REVENUE:
Construction             $22,387,476   $16,131,534   $19,672,459
Manufacturing             10,975,857    10,062,367    10,336,748
Other revenue                945,186       963,611     1,603,073
Total revenue             34,308,519    27,157,512    31,612,280

DIRECT COSTS:
Construction              13,585,100     9,934,174    14,501,397
Manufacturing              7,750,377     7,097,194     6,419,359
Total direct costs        21,335,477    17,031,368    20,920,756

GROSS PROFIT              12,973,042    10,126,144    10,691,524

OTHER INCOME                  60,035     2,509,864       238,262

EXPENSES:
Overhead                   3,215,336     2,674,133     2,975,690
General and administrative 5,867,798     5,310,514     9,015,059
Depreciation               1,079,682       984,662     1,252,557
Interest                   1,606,575     1,510,985     2,301,661
Total expenses            11,769,391    10,480,294    15,544,967

PROFIT (LOSS) BEFORE 
INCOME TAXES, EQUITY
EARNINGS AND MINORITY 
INTERESTS                  1,263,686     2,155,714    (4,615,181)

INCOME TAX PROVISION 
(BENEFIT) (NOTE 10)       (1,716,000)       62,500        50,000

PROFIT (LOSS) BEFORE 
EQUITY EARNINGS AND
MINORITY INTERESTS         2,979,686     2,093,214    (4,665,181)
Equity in earnings of 
  unconsolidated affiliates   51,690        83,350        66,060
Minority interest in 
  consolidated subsidiaries  (48,864)      (23,717)      (11,480)

PROFIT (LOSS) FROM 
CONTINUING OPERATIONS      2,982,512     2,152,847    (4,610,601)

DISCONTINUED OPERATIONS 
(NOTES 2 & 7)
Gain on extinguishment 
  of debt                       -             -        1,605,516
Estimated (loss) on 
  disposal of
   discontinued operations      -             -         (168,974)

PROFIT (LOSS) BEFORE 
EXTRAORDINARY ITEM         2,982,512     2,152,847    (3,174,059)

EXTRAORDINARY ITEM 
(NOTE 1)
Gain on extinguishment of 
  debt                     3,189,000       808,000     6,609,000

NET PROFIT               $ 6,171,512   $ 2,960,847   $ 3,434,941

PROFIT (LOSS) PER 
COMMON SHARE -PRIMARY:
Continuing operations    $      1.13   $      0.84   $     (1.82)
Discontinued operations          -             -            0.57
Extraordinary item              1.20          0.31          2.60
PROFIT PER COMMON 
  SHARE - PRIMARY        $      2.33   $      1.15   $      1.35

PROFIT (LOSS) PER COMMON 
SHARE -ASSUMING FULL 
DILUTION
Continuing operations           0.99          0.81         (1.78)
Discontinued operations          -             -            0.55
Extraordinary item              1.05          0.31          2.56
PROFIT PER COMMON SHARE
-ASSUMING FULL DILUTION: $      2.04   $      1.12   $      1.33
</TABLE>

See notes to consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>

                  WILLIAMS INDUSTRIES, INCORPORATED
                CONSOLIDATED STATEMENTS OF CASH FLOWS
              YEARS ENDED JULY 31, 1997, 1996 AND 1995

                              1997            1996           1995
<S>                       <C>           <C>           <C>
CASH FLOWS FROM OPERATING 
ACTIVITIES:
Net profit                $ 6,171,512   $ 2,960,847   $ 3,434,941
Adjustments to reconcile 
net profit(loss) to net
cash provided by 
operating activities:
Depreciation and 
  amortization              1,079,682       984,662     1,252,557
Interest expense related 
to convertible debenture      269,937          -             -
Gain on extinguishment 
  of debt                  (3,189,000)     (808,000)   (6,609,000)
(Gain) loss on disposal 
  of property, plant and 
  equipment                  (408,515)   (2,323,496)      143,598
Increase in deferred 
  income tax asset         (1,800,000)         -             -
Minority interests in 
  earnings                     48,864        23,717        11,480
Equity in earnings of 
  affiliates                  (51,690)      (83,350)      (66,060)
Gain on extinguishment of
  debt of discontinued 
  operations                     -             -       (1,605,516)
Estimated loss on disposal 
  of discontinued operations     -             -          168,974
Changes in assets and 
liabilities:
Decrease (increase) in 
  accounts and notes 
  receivable                  787,821    (1,933,678)    7,034,643
(Increase) decrease 
  in inventories             (558,461)      252,334     1,020,863
Decrease in costs and 
  estimated earnings
  related to billings on 
  uncompleted contracts 
  (net)                       516,273     1,507,863     1,185,250
Decrease (increase) in 
  prepaid expenses and 
  other assets                155,045      (454,517)      240,267
Increase in net 
  liabilities of 
  discontinued operations        -             -          521,562
Decrease in accounts 
  payable                  (1,718,978)     (216,735)   (1,688,523)
(Decrease) increase in 
  accrued compensation, 
  payroll taxes, and 
  accounts withheld 
  from employees             (159,289)      257,028      (232,131)
(Decrease) increase in 
  other accrued expenses   (1,377,402)      261,827    (1,037,808)
Increase in income taxes 
  payable                      12,000        46,000        15,000
NET CASH (USED IN) 
  PROVIDED BY OPERATING 
  ACTIVITIES                 (222,201)      474,502     3,790,097

CASH FLOWS FROM 
INVESTING ACTIVITIES:
Expenditures for property, 
  plant and equipment      (2,743,325)     (924,581)     (485,424)
Decrease (increase) in 
  restricted cash             147,588      (300,000)     (100,000)
Proceeds from sale of 
  property, plant and 
  equipment                 1,038,241     3,389,348     3,912,668
Purchase of minority 
  interest                       -          (22,900)     (659,798)
Minority interest dividends    (9,998)       (6,278)      (10,584)
Dividend from 
  unconsolidated affiliate     67,050        22,350         6,258
NET CASH (USED IN) PROVIDED 
BY INVESTING ACTIVITIES    (1,500,444)    2,157,939     2,663,120

CASH FLOWS FROM 
FINANCING ACTIVITIES:
Proceeds from borrowings     9,085,403    1,308,134     1,107,114
Repayments of notes payable (6,536,658)  (3,815,423)   (7,499,346)
Issuance of common stock       140,177       55,980           375
NET CASH PROVIDED BY 
(USED IN) FINANCING 
ACTIVITIES                   2,688,922   (2,451,309)   (6,391,857)

NET INCREASE IN CASH 
AND EQUIVALENTS                966,277      181,132        61,360
CASH AND EQUIVALENTS, 
BEGINNING OF YEAR              900,867      719,735       658,375
CASH AND EQUIVALENTS, 
END OF YEAR                $ 1,867,144  $   900,867   $   719,735

SUPPLEMENTAL DISCLOSURES 
OF CASH FLOW INFORMATION 
(NOTE 16)

</TABLE>


See notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
                  WILLIAMS INDUSTRIES, INCORPORATED
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' 
                    EQUITY (DEFICIENCY IN ASSETS)
              YEARS ENDED JULY 31, 1997, 1996 and 1995

                                          Additional
                   Number     Common       Paid-In    Accumulated
                 of Shares     Stock       Capital      Deficit       Total
<S>               <C>        <C>        <C>        <C>           <C>
BALANCE,
 AUGUST 1, 1994   2,535,267  $253,527   $13,095,153 $(22,024,937) $(8,676,257)
Issuance of 
stock                 3,750       375        -            -               375
Net profit for 
  the year             -         -           -         3,434,941     3,434,941

BALANCE,
 JULY 31, 1995    2,539,017   253,902    13,095,153  (18,589,996)  (5,240,941)
Issuance of 
  stock              37,000     3,700        52,280        -           55,980
Net profit for 
  the year             -         -           -         2,960,847    2,960,847

BALANCE,
 JULY 31, 1996    2,576,017   257,602    13,147,433  (15,629,149)  (2,224,114)
Issuance of 
  stock             263,739    26,374       449,740        -          476,114
Issuance of 
  convertible
  debentures           -         -        2,108,257        -        2,108,257
Net profit for 
  the year             -         -            -        6,171,512    6,171,512

BALANCE,
 JULY 31, 1997    2,839,756  $283,976   $15,705,430  $(9,457,637)  $6,531,769

</TABLE>



See notes to consolidated financial statements.
<PAGE>

                    WILLIAMS INDUSTRIES, INCORPORATED

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED JULY 31, 1997, 1996 AND 1995

SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

  Basis of Consolidation - The consolidated financial statements include 
the accounts of the Company and all of its  majority-owned subsidiaries.

     All material intercompany balances and transactions have been 
eliminated in consolidation.

  Unconsolidated Affiliates - The equity method is utilized when the 
Company, through ownership percentage, membership on the Board of 
Directors or through other means, meets the requirement of significant 
influence over the operating and financial policies of an investee.

     The Company's investment in S.I.P. Inc. of Delaware is carried on  
the equity method.  The cost method of accounting is used for Atlas 
Machine & Iron Works, Inc. since the Company cannot exert significant 
influence over its operating and financial policies.  The Company owns 
36.6% of Atlas Machine and Iron Works, which filed Chapter 11 Bankruptcy 
in December 1996.  The investment is recorded at the net realizable 
value, which is lower than cost.

  Estimates - The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the reported amounts of assets and 
liabilities and disclosures of contingent assets and liabilities at the 
date of the financial statements and the reported amounts of revenues 
and expenses during the reporting period.  Actual results could differ 
from those estimates.

  Depreciation and Amortization - Property and equipment is depreciated 
for financial statement purposes on the straight-line basis, with estimated 
lives of 25 years for buildings and 3 to 10 years for equipment, and for 
income tax purposes using both straight-line and accelerated methods.  
Ordinary maintenance and repairs are expensed as incurred while major 
renewals and improvements are capitalized.  Upon the sale or retirement 
of property and equipment, the cost and accumulated depreciation are 
removed from the respective accounts and any gain or loss is recognized.

  Profit (Loss) Per Share  - Profit (loss) per share is based on the 
weighted average number of shares outstanding during the year.  Fully 
diluted profit per share for the year ended July 31, 1997 reflects the 
assumed conversion of convertible debentures.

     In March 1997, the Financial Accounting Standards Board issued SFAS 
No. 128, "Earnings Per Share" which simplifies the standards for 
computing EPS previously found in Accounting Principles Board Opinion 
No. 15 and makes them comparable to international EPS standards.  The 
Statement is effective for financial statements issued for periods 
ending after December 15, 1997.  Had this statement been effective for 
the years ended July 31, 1997, 1996 and 1995, profits per share would 
have been presented as follows:
<TABLE>
<CAPTION>
Year Ended July 31                  1997          1996          1995
<S>                               <C>           <C>           <C>
EPS-basic                          $2.33         $1.15         $1.35
EPS-assuming dilution               2.04          1.12          1.33
</TABLE>
  Revenue Recognition - Contract income is recognized for financial 
statement purposes using the percentage-of-completion method.  This 
means that the revenue amounts include that percentage of the total 
contract price that the cost of the work completed to date bears to the 
estimated final cost of the contract.   When a loss is anticipated on a 
contract, the entire amount of the loss is provided for in the current 
period.  Contract claims are recorded at estimated net realizable value 
(see Note 4).

  Contract income is determined for income tax purposes using the 
percentage-of-completion, capitalized cost (PCCM) method.

  Overhead  - Overhead includes the variable, non-direct costs such as 
shop salaries, consumable supplies, and vehicle and equipment costs 
incurred to support the revenue generating activities of the Company.

  Inventories - Inventory of equipment held for resale is valued at 
cost, which is less than market value, as determined on a specific 
identification basis.

  The costs of materials and supplies are accounted for as assets for 
financial statement purposes.  The items are taken into account in the 
accompanying statements as follows:
<TABLE>
<CAPTION>
                                  1997                1996
<S>                            <C>                 <C>
Equipment held for resale      $       0           $   42,786
Expendable construction
  equipment and tools at
  average cost, which does 
  not exceed market value        761,565              801,039
Materials, structural steel,
  metal decking, and steel
  cable at lower of cost or
  estimated market value        1,551,742             927,038    
Supplies at lower of cost or
  estimated market value          414,507             398,490     
                               ----------          ----------
                               $2,727,814          $2,169,353      
</TABLE>

  Allowance for Doubtful Accounts - Allowances for uncollectible 
accounts and notes receivable are provided on the basis of specific 
identification.

  Income Taxes - The Company and certain of its subsidiaries file a 
consolidated Federal income tax return.   The provision for income taxes 
has been computed under the requirements of SFAS No. 109, "Accounting 
for Income Taxes".   Under SFAS No. 109, deferred tax assets and 
liabilities are determined based on the difference between the financial 
statement and the tax basis of assets and liabilities, using enacted tax 
rates in effect for the year in which the differences are expected to 
reverse.       

  The Company does not provide for income taxes on the undistributed 
earnings of affiliates since these amounts are intended to be 
permanently reinvested.  The cumulative amount of undistributed earnings 
on which the Company has not recognized income taxes is approximately 
$996,000.

  Cash and Cash Equivalents - For purposes of the Statements of Cash 
Flows, the Company considers all highly liquid instruments with original 
maturities of less than three months to be cash equivalents.

  Reclassifications - Certain reclassifications of prior years' amounts 
have been made to conform with the current year's presentation.


RECENT ACCOUNTING PRONOUNCEMENTS:

     Effective August 1, 1996, the Company adopted SFAS No. 121, "Accounting 
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be 
Disposed Of."  This statement requires that long-lived assets and certain 
identifiable intangible assets, to be held and used by an entity, be reviewed 
for impairment whenever events or changes in circumstances indicate that 
the carrying amount of an asset may not be recoverable.  If this condition 
exists, an impairment loss is recognized for the difference between the fair 
value of the asset and its carrying amount.  SFAS No. 121 had no impact on 
the Company's financial statements for the year ended July 31, 1997.

     In June 1997, the Financial Accounting Standards Board (FASB) 
issued SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information".  The Company will apply this statement beginning 
in fiscal 1999 and reclassify its financial statements for earlier 
periods provided for comparative purposes.

     SFAS 131 established standards for the way that public business 
enterprises report information about operating segments in annual 
financial statements and requires that those enterprises report selected 
information about operating segments in interim financial reports issued 
to shareholders.  It also establishes standards for related disclosures 
about products and services, geographic areas, and major customers.  
This Statement supersedes SFAS Statement No. 14, "Financial Reporting 
for Segments of a Business Enterprise," but retains the requirement to 
report information about major customers.  It amends FASB No. 94, 
"Consolidation of All Majority-Owned Subsidiaries," to remove the 
special disclosure requirements for previously unconsolidated 
subsidiaries.

     At this point, the Company has not determined the impact of 
adopting SFAS 131.
          
1.  BUSINESS CONDITIONS AND DEBT RESTRUCTURING

     During the mid to late 1980s, the Company had diversified and 
experienced significant growth with an accompanying heavy debt 
structure, which ultimately lead to its operating results becoming 
erratic.  Significant losses were reported for the years ended July 31, 
1991, 1992, 1993, and 1994.  Throughout these years, and in the years 
ended July 31, 1995 and 1996, the Company struggled not only to reduce 
debt, but also to improve its business base and operations.  Net profits 
were reported in the years ended July 31, 1995, 1996 and again in 1997, 
with final Bank Group debt resolution occurring in the year ended July 31, 
1997. 

Bank Group Debt

     The restructuring of the Bank Group debt was concluded as of March 
31, 1997 with the execution of agreements between the Company, 
representatives of the Company's Bank Group, and The CIT Group/Credit 
Finance, Inc. (CIT).  Funding of the transactions occurred on April 2, 
1997.  The following is a summary of the transactions which enabled the 
closing to occur:

     CIT:  The Company entered into a Loan and Security Agreement with 
CIT for a credit facility of approximately $3 million.  This loan 
requires monthly principal payments as well as interest at prime plus 
2.5%.  Payments began on May 1, 1997 and are due on the first of each 
month.  The loan has a three year term.  This loan is secured by the 
Company's equipment and receivables as well as subordinate deeds of 
trust on real estate.

     At closing, the Company received an advance of $2.5 million from 
the CIT credit facility.  These funds, in addition to funds already paid 
to the Bank Group, were used to pay the balance of Bank Group debt and 
other outstanding past due obligations of the Company.  As of July 31, 
1997, approximately $1.9 million was due on the CIT credit facility.
  
     NationsBank:  The restructuring of the Bank Group debt was 
concluded and debt forgiveness granted.  The debt forgiveness is 
reflected in the Company's Consolidated Statements of Operations 
for the year ended July 31, 1997 as "Gain On Extinguishment of Debt".  
In connection with the debt forgiveness, the Company issued $500,000 
of debentures which bear interest until paid or converted (into 20% 
of the Company's outstanding stock after the conversion).

     In the final restructuring of the Bank Group debt, the Bank 
Group and Real Estate loans were combined and the combined balance 
was reduced to $2.5 million as of March 31, 1997.  The combined loan 
is secured by first deeds of trust on all the Company's real property 
(with the exception of the Richmond facility encumbered by the 
Industrial Revenue Bond), and by certain other collateral not granted 
to CIT to secure the Company's new loan.  The combined loan bears 
interest at 11% fixed, and requires payments based on a 20 year 
amortization.  The loan is due and payable in full on December 31, 
1997.

     The calculation of the "Gain on Extinguishment of Debt" is set 
forth as follows:
<TABLE>
<CAPTION>
<S>                                                   <C>
Debt Retired                                           $9,891,000
New Debt Incurred to Retire Debt Above:
     NationsBank - New Loan                             2,500,000
     Bank Group Debentures - At Fair
        Market Value of Stock Issuable
        on Conversion                                   2,338,000
Cash paid to Bank Group                                 1,864,000
                                                        ---------
Total consideration                                     6,702,000
                                                        ---------
Gain on Extinguishment of Debt                         $3,189,000
                                                       ==========
</TABLE>
     The Gain on Extinguishment of Debt is net of the fair market 
value of the Company's stock, approximately $2,338,000, issuable 
upon conversion of the debentures, as determined at the date of 
closing of the restructuring.  The difference between the fair 
market value of the stock and the face value of the debentures 
has been recorded as additional paid in capital.

     Pribyla: In order to obtain the CIT loan, the Company was 
required to reach agreement on several old legal issues.  Most 
of the necessary settlements occurred in the first and second 
quarter of Fiscal 1997, but a settlement with Mrs. Karen Pribyla 
and the estate of Mr. Eugene Pribyla, regarding claims for excess 
medical expenses, coincided with the Bank Group closing.  Under 
the company's settlement with Pribyla, the company issued a 
promissory note in the face amount of $744,000 which does not 
bear interest but allows a prepayment discount at a 10% annual 
rate.  This note is secured by subordinate deeds of trust on the 
Prince William and Fairfax real estate.   The Company also paid 
$205,000 in cash and issued 215,000 shares of the Company's common 
stock in the settlement.


     As a consequence of all of the above mentioned transactions, 
the Company has cured all of the default issues in relation to the 
Bank Group and is current under the terms and conditions of all 
restructured debt.

Real Estate Loan

     As described above, the Company's real estate loan with 
NationsBank has been modified in connection with the Bank Group 
settlement.  The Company intends to obtain a replacement lender 
for the remaining balance of the $2.5 million loan prior to 
December 31, 1997. 

Industrial Revenue Bond 

     On September 1, 1997, the Company entered into a First 
Amendment to Reimbursement Agreement with Central Fidelity 
National Bank for a three-year renewal for the Letter of Credit 
backing the Industrial Revenue Bond (IRB) secured by the Company's 
Richmond manufacturing facility.  All obligations under the IRB are 
current and the Company is in compliance with the covenants 
contained in the agreement.  As of July 31, 1997, the outstanding 
liability was approximately $1.54 million.  This balance does not 
include a $200,000 payment which was held in an interest-bearing 
escrow account until August 1, 1997, when it was applied against 
the principal according to the terms of the bond documents and is included 
in restricted cash in the Consolidated Balance Sheets.  Principal payments 
are due in increasing amounts through maturity.  A portion of the property 
covered by the IRB is leased by a non-affiliated third party.  
 

2.  DISPOSITION OF ASSETS

     In November 1996, the Company, with the agreement of the Industrial 
Revenue Bond trustee and Letter of Credit issuer, finalized the sale of an 
office building on the Richmond property which was part of the real estate 
encumbered by the IRB.  The proceeds from this $210,000 sale were used to 
pay obligations related to the IRB and resulted in a gain of approximately
$60,000.

     During the year ended July 31, 1997, the Company's subsidiary, John F. 
Beasley Construction Company, which is liquidating its assets under Chapter 
11 of the Bankruptcy Code, sold its remaining two acres in Dallas, Texas and 
its two acre parcel in Muskogee, Oklahoma, to an unaffiliated third party for 
$90,000.  The sales were approved by the U.S. Bankruptcy Court and produced a 
loss of approximately $4,000 which is included in results of continuing 
operations in the accompanying Consolidated Statements of Operations.

     During the year ended July 31, 1997, the Company also sold several large 
pieces of equipment in order to modernize its fleet and pay off debt.  Heavy 
equipment, with an original cost of approximately $917,000, was sold for 
approximately $713,000.  A net gain of approximately $540,000 was recognized.  
Approximately $636,500 was paid to CIT against the Company's credit facility 
as a result of these asset sales.
     
     In the year ended July 31, 1996, the Company sold eight of the ten acres 
owned by the John F. Beasley Construction Company in Dallas, Texas.  Beasley, 
which is in Chapter 11 protection in the United States Bankruptcy Court, 
Northern District of Texas, Dallas Division, sold approximately six acres, 
together with certain other assets, to an investment group owned by Frank E. 
Williams, Jr., and John M. Bosworth.  Mr. Williams, Jr. is a current director 
and former officer of the Company and the former chairman of Beasley.  Mr. 
Bosworth is the former President of the Beasley Building Division.  Two acres 
were sold to a neighboring property owner not affiliated with the Company.   
The sales prices were approved by the Bankruptcy Court.  A provision for the 
loss of approximately $260,000 from the sale of these assets was recorded 
during the fiscal year ended July 31, 1995.

     Also during the year ended July 31, 1996, the Company sold certain of 
its real estate in Prince William County, Virginia.  The sale resulted in a 
gain of approximately $2.4 million, which is included in "Other Income" 
in the Consolidated Statement of Operations for the Year Ended July 31, 1996.

     In September 1994, the Company sold its Davidsonville, Maryland 
facility.  The Davidsonville plant, which was sold as industrial property for 
$1,053,000, included a 23 acre parcel of land containing a prestressed 
concrete product plant, an office and a shop building.  A provision for the 
loss of approximately $500,000 from the sale of this asset was recorded 
during the year ended July 31, 1994.  The net proceeds were paid to the Bank 
Group.

     During the year ended July 31, 1995, the assets of Industrial Alloy 
Fabricators, Inc. were sold for $3.6 million.  As of the closing, the 20% of 
Industrial Alloy Fabricators' common stock that had not been owned by the 
Company was redeemed for consideration of $660,000, reflecting the pro-rata 
consideration paid for the assets, discounted for costs associated with the 
transaction, and negotiated with the minority shareholders.  The net proceeds 
of the transaction, $2,830,000, were paid to the Bank Group after deducting 
brokerage commission and costs of $110,000.  After taking into account the 
redemption and the costs of the sale, the Company recognized a gain on the 
sale of approximately $800,000.

     In addition during 1995, the final documents were executed to close the 
sale of the Company's 97% stock ownership of Concrete Structures Inc. for 
$975,000, of which $650,000 was paid in cash, which was paid to the Company's 
Bank Group, and $325,000 was a deferred purchase money note.  This sale was 
made to a group headed by a former officer, director and employee of the 
Company.  Another former officer, director and employee, is an investor in 
the group.  The Company provided a reserve against the $325,000 note 
mentioned above and the revenue from the note is being recognized as gain as 
the note is paid.  The Company recognized a gain of approximately $253,000 on 
the sale. 

     Also during 1995, the Company and its subsidiary, Williams Marine 
Construction Corporation, entered into an agreement with First Tennessee 
Equipment Finance Corporation, the holder of the mortgage on Williams 
Marine's floating crane, the Atlantic Giant, whereby the security documents 
were modified to provide for the prompt sale of the asset, without further 
recourse against Williams Marine or the Company, for payment of the note 
secured by the asset.  In exchange for a release from any further liability 
under the security documents, the Company issued an interest-bearing 
convertible subordinated debenture in the amount of $100,000, which is due in 
1998.  The debenture is convertible at the holder's option into common shares 
of the Company at the ratio of $1.43 per common share, including principal 
and interest outstanding at the time of conversion.  As a consequence of the 
settlement agreement, Williams Marine realized a gain in the amount of 
approximately $1,606,000, which was included as a gain on extinguishment of 
debt in discontinued operations.

     In July 1995, the Company sold the assets of the Bridge Division of the 
J. F. Beasley Construction Company to Traylor Brothers, Inc. for $2,001,000.   
The Company recognized a loss of approximately $974,000 on the sale of these 
assets.

     
3.  ACCOUNTS AND NOTES RECEIVABLE

     Accounts and notes receivable consist of the following
at July 31:
<TABLE>
<CAPTION>
                                   1997               1996
<S>                             <C>            <C>
Accounts Receivable:
  Contracts:
     Open Accounts               $7,940,532     $8,645,575
     Retainage                      563,730        689,144
     Trade                        1,642,121      1,396,207
     Contract Claims                534,025        886,647
     Employees                       43,380         66,176
     Other                          145,187        155,026
     Allowance for doubtful
       accounts                    (758,141)      (953,921)

Total accounts receivable       $10,110,834    $10,884,854

Notes Receivable                    211,199        225,000
     Total accounts and notes
       receivable               $10,322,033    $11,109,854
</TABLE>
     Included in the above amounts at July 31, 1997 is approximately $702,000 
that is not expected to be received within one year.  

     
4.  CONTRACT CLAIMS

     The Company maintains procedures for review and evaluation of 
performance on its contracts.  Occasionally, the Company will incur certain 
excess costs due to circumstances not anticipated at the time the project was 
bid.  These costs may be attributed to delays, changed conditions, defective 
engineering or specifications, interference by other parties in the 
performance of the contracts, and other similar conditions for which the 
Company claims it is entitled to reimbursement by the owner, general 
contractor, or other participants.  These claims are recorded at the 
estimated net realizable amount after deduction of estimated legal fees and 
other costs of collection. 


5.  RELATED-PARTY TRANSACTIONS


     Certain shareholders owning 11.25% of the outstanding and committed 
stock of the Company, computed on a fully diluted basis assuming the 
conversion of outstanding debentures, own 67.49% of the outstanding stock of 
Williams Enterprises of Georgia, Inc.  Billings to this entity and its 
affiliates were approximately $1,205,000 for the year ended July 31, 1997.  
For the prior two years, the intercompany billings to and from this entity 
were not significant.

     Certain shareholders owning 9.4% of the outstanding and committed stock 
of the Company, computed on a fully diluted basis assuming the conversion of 
outstanding debentures, own 100% of the stock of the Williams and Beasley 
Company.  Net billings from this entity during the year ended July 31, 1997 
were approximately $436,000.  For the prior two years, the intercompany 
billings to and from this entity were not significant.

     As discussed in Note 2, the Company has sold certain assets to 
individuals who are former employees, directors, and officers of the Company.


      
6.  CONTRACTS IN PROCESS

     Comparative information with respect to contracts in process consisted 
of the following at July 31:
<TABLE>
<CAPTION>
                                          1997           1996
                                      -----------    -----------
<S>                                  <C>            <C>
Expenditures on uncompleted           $21,670,677    $ 9,843,412
     contracts
Estimated earnings thereon              7,984,347      3,639,762
                                       29,655,024     13,483,174 
Less: Billings
 applicable thereto                   (31,782,286)   (15,094,163) 
                                      $(2,127,262)   $(1,610,989)
Included in the accompanying 
  balance sheet
  under the following captions:
Costs and estimated earnings in
  excess of billings on
  uncompleted contracts               $   845,325     $ 620,199
Billings in excess of costs and
  estimated earnings on 
  uncompleted contracts                (2,972,587)   (2,231,188)
                                      ------------   -----------

                                      $(2,127,262)  $(1,610,989)
                                      ============  ============
</TABLE>

     Billings are based on specific contract terms that are negotiated on an 
individual contract basis and may provide for billings on a unit price, 
percentage of complete or milestone basis.

     
7.  DISCONTINUED OPERATIONS

     During the year ended July 31, 1993, the Company decided to cease doing 
business in several business lines:  fabrication of architectural, ornamental 
and miscellaneous metal products, production of precast and prestressed 
concrete products, and the construction of marine facilities.

     
8.  PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at July 31:
<TABLE>
<CAPTION>
                                1997                    1996
                                        Accumulated                 Accumulated
                              Cost      Depreciation      Cost      Depreciation
<S>                      <C>             <C>            <C>         <C>
Land and 
  buildings                $6,320,073    $2,052,366     $6,481,875   $1,934,541 
Automotive
  equipment                 1,585,188     1,140,321      1,421,168    1,061,706
Cranes and heavy
  equipment                 9,312,084     4,469,639      8,033,555    4,668,602  
Tools and 
  equipment                   798,024       658,399        716,701      625,015 
Office furniture and
  fixtures                    422,834       356,001        561,580      477,737 
Leased property 
  under capital 
  leases                      740,000       197,368        740,000      124,500 
Leasehold
  improvements                895,195       513,061        860,217      470,669 
                          -----------    ----------    -----------   ----------
                          $20,073,398    $9,387,155    $18,815,096   $9,362,770
                          ===========    ==========    ===========   ==========
</TABLE>


9.  NOTES AND LOANS PAYABLE
<TABLE>
<CAPTION>
     Notes and loans payable consist of the following at July 31:

                                        1997               1996
                                            ---------             ---------
<S>                                      <C>                    <C>
Collateralized:

Loans payable to Bank Group; 
  collateralized by
  receivables, inventory, equipment,
  investments, and real estate;
  interest at Prime + 2%                          -               $7,247,386

Loan payable to CIT/Credit
  Finance; collateralized by
  inventory, equipment and real
  estate; interest at Prime
  + 2 1/2% (11% as of July 31, 1997);
  due in installments through
  March 31, 2000                            $1,909,274                  -

Loan payable to NationsBank; 
  collateralized by
  real estate; interest at Prime
  + 1 1/2%                                        -                1,530,852  
 
Loans payable to NationsBank;
  collateralized by real estate
  and certain other collateral not
  granted to CIT; interest at 
  11% fixed; due December 31, 1997           2,492,497                  -

Obligations under capital leases;
  collateralized by leased property;
  interest from 8% to 11%
  payable in varying monthly or 
  quarterly installments                       409,174               546,781  

Installment obligations; collateralized
  by machinery and equipment or real
  estate;  interest from 7.9%
  to 18%; payable in varying
  monthly or quarterly installments of
  principal and interest through 2008.       4,578,959             2,590,656   

Industrial Revenue Bond; collateralized
  by a letter of credit which in turn is
  collateralized by real estate; principal
  payable in varying monthly 
  installments through 2007;
  variable interest based on
  third party calculations; (3.9%
  as of July 31, 1997).                      1,540,000            1,562,600 

Demand notes; interest at 6.5%
  Collateralized by Certificates 
  of Deposit.                                    -                  300,000    


Unsecured:

NationsBank/FDIC (Bank Group):
  Convertible debentures;
  interest at prime plus 2.5%;
  (11% as of July 31, 1997);
  principal payable on February 1,
  2001; convertible with five days 
  notice into 20% of the
  Company's common stock after
  issuance.                                    500,000                  -

FDIC:  Convertible 
  debenture; non-interest bearing;
  principal payable on
  August 1, 1998;
  convertible with 10 days notice
  into 110,294 common shares                    75,000                  -
  

First Tennessee: Convertible
  subordinated debenture;
  interest at 10% to prime plus 1.5%;
  principal payable in 1998; 
  convertible upon five days notice
  to common stock of 
  the Company at the ratio of
  $1.43 per common share.                      100,000               100,000

Lines of credit, interest
  at prime to prime plus
  1% to 13.5%                                  271,269               767,220

Installment obligations with interest 
  from 7.25% to 13.5%; due in varying
  monthly installments of principal and
  interest through 2001.                       761,883               496,826 
                                           -----------           -----------
                                           $12,638,056           $15,142,321
                                           ===========           ===========
</TABLE>
<TABLE>
<CAPTION>
     At July 31, 1997, substantially all of the Company's assets are collateral 
for the notes and loans payable indicated above.  Contractual maturities of the 
above obligations are as follows:

Year Ending July 31          Amount
<S>                       <C>
1998                      $5,281,243
1999                       1,285,163
2000                       1,977,362
2001                         615,855
2002                         552,722
2003 and thereafter        2,925,711
</TABLE>      
     See Note 1 for additional information concerning the 
obligations payable to CIT, installment obligations collateralized 
by real estate and the Industrial Revenue Bond.   As of July 31, 
1997, the carrying amounts reported above for notes and loans 
payable approximate their fair value based upon interest rates for 
debt currently available with similar terms and remaining 
maturities.  As of July 31, 1996, because of the ongoing Bank 
Group negotiations regarding debt repayment and forgiveness, and 
real estate refinancing, it was not practical to determine a fair 
value for these financial instruments.


10.  INCOME TAXES

     The provision for income taxes for the years ended July 31, 
1996 and 1995 represents primarily a current state income tax 
provision related to states where the Company cannot file a 
consolidated return. 

     As a result of tax losses incurred in prior years, the Company, 
at July 31, 1997, has tax loss carryforwards amounting to $15 
million.  Under Statement of Financial Accounting Standard No. 
109 ("SFAS 109"), the Company is required to recognize the value 
of these tax loss carryforwards if it is more likely than not that 
they will be realized by reducing the amount of income taxes 
payable in future income tax returns.  This in turn depends on 
projections of the Company's profitability in future years during 
the carryforward period.  As a result of the completion of the 
restructuring of the Company's Bank Group debt during 1997 and 
the return to profitable operations of the Company's ongoing 
businesses during the past three years, the Company expects to 
report profits for income tax purposes in the future.  As a 
consequence, the Company recognized a $1.8 million portion of 
the benefit available from its tax loss carryforwards during the 
year ended July 31, 1997.

     Realization of this asset is dependent on generating sufficient
taxable income prior to expiration of the loss carryforwards.  
Although realization is not assured, management believes that it 
more likely than not all of the recorded deferred tax asset will
be realized.  The amount of the deferred tax asset considered 
realizable, however, could be reduced in the near term if estimates 
of future taxable income during the carryforward period are reduced.

     The differences between the tax provision calculated at the 
statutory federal income tax rate and the actual tax provision for 
each year are shown in the table directly below.

<TABLE>
<CAPTION>
                               1997              1996              1995
<S>                        <C>                <C>               <C>
Tax at statutory
  federal rate              $   429,600        $ 733,000         $(1,549,000) 
State income taxes               75,800          129,000            (273,000) 
Change in valuation
  reserve                    (2,221,400)        (799,500)          1,872,000
                             -----------        ---------        -----------
Actual income tax 
  provision (benefit)       $(1,716,000)       $  62,500         $    50,000
                            ============       =========         ===========
</TABLE>

     The primary components of temporary differences which give 
rise to the Company's net deferred tax asset are shown in the 
following table.
<TABLE>
<CAPTION>
As of                               July 31, 1997   July 31, 1996

<S>                                   <C>             <C>
Deferred tax assets:
  Reserves and other                   $  883,700      $1,259,448
    non-deductible accruals
  Purchase Accounting Adjustment             -            162,112
  Net operating loss & capital loss
  carryforwards                         6,618,100       7,061,028
  Valuation reserve                    (5,175,000)     (8,002,776)
                                       -----------     -----------
Total deferred tax assets               2,326,800         479,812   

Deferred tax liability:
  
  Inventories                            (526,800)       (479,812)
                                         ---------       ---------
 Net deferred tax asset                $1,800,000       $       0
                                       ==========       ==========
</TABLE>

11.  INVESTMENTS IN UNCONSOLIDATED AFFILIATES
<TABLE>
<CAPTION>
     Investments in unconsolidated affiliates consisted of the following at 
July 31:

                                        1997                1996
                                    ----------          ----------
<S>                                <C>                 <C>
Investments valued using the
  Equity Method
  S.I.P., Inc. of Delaware
  (42.5% owned)                       $960,269            $975,629
Investment using the Cost 
  Method
  Atlas Machine and Iron Works
    Inc.(36.6% owned)                  810,671           1,010,671
                                    ----------          ----------
                                    $1,770,940          $1,986,300
                                    ==========          ==========
</TABLE>

12.  COMMON STOCK OPTIONS

     The Company currently has no outstanding stock options.

13.  INDUSTRY INFORMATION
<TABLE>
<CAPTION>
     Information about the Company's operations in different 
industries for the years ended July 31, is as follows:


                                    1997            1996            1995 
<S>                             <C>             <C>             <C>
Revenue:
  Construction                   $24,068,633     $18,121,379     $20,837,043
  Manufacturing                   11,203,684      10,287,072      10,615,342
  Other                              945,186         963,611       1,603,073
                                  36,217,503      29,372,062      33,055,458

Inter-company revenue:
  Construction                    (1,681,157)     (1,989,845)     (1,164,584)
  Manufacturing                     (227,827)       (224,705)      ( 278,594)

  Consolidated 
    Revenue                      $34,308,519     $27,157,512     $31,612,280

Operating profits (Loss):
  Construction                   $ 2,364,087     $ 1,682,454     $(2,589,691)
  Manufacturing                      (58,758)        120,788       1,029,452

Consolidated
   Operating
   Profits (Losses)                2,305,329       1,803,242      (1,560,239)
General corporate 
  income (expenses)                  564,932       1,863,457        (753,281)
Interest expense                  (1,606,575)     (1,510,985)     (2,301,661)
  Profit (Loss)
  before income
  taxes, equity earnings,
  and minority interest           $1,263,686     $ 2,155,714     $(4,615,181)

Identifiable assets:
  Construction                   $15,878,023     $14,303,853     $11,845,023 
  Manufacturing                    6,324,220       6,342,351       5,617,867 
  General corporate                9,287,476       7,365,548       7,131,216

    Total Identifiable
      Assets                     $31,489,719     $28,011,752     $24,594,106

Capital expenditures:
  Construction                    $2,402,672     $ 2,880,325     $ 1,192,022
  Manufacturing                      314,083         113,651          25,499 
  General corporate                   26,570          21,295           7,903

   Total Capital
      expenditures                $2,743,325     $ 3,015,271      $1,225,424

Depreciation:
  Construction                    $  774,559     $   660,250      $  872,236 
  Manufacturing                      132,548         137,922         166,833 
  General corporate                  172,575         186,490         213,488
    Total Depreciation            $1,079,682      $  984,662     $ 1,252,557

</TABLE>

     The Company and its subsidiaries operate principally in two segments 
within the construction industry; construction and manufacturing.  Operations 
in the construction segment involve structural steel erection, installation 
of steel and other metal products, installation of precast and prestressed 
concrete products, and the leasing and sale of heavy construction equipment.  
Operations in the manufacturing segment involve fabrication of steel plate 
girders and light structural metal products.     

     Operating profit is total revenue less operating expenses.  In computing 
operating profit (loss), the following items have not been added or deducted:  
general corporate expenses, interest expense, income taxes, equity in the 
earnings (loss) of unconsolidated investees, minority interests and 
discontinued operations.

     Identifiable assets by industry are those assets that are used in the 
Company's operations in each industry.  General corporate assets include 
investments, some real estate, and sundry other assets not allocated to 
segments.

     While the Company bids and contracts directly with the owners of 
structures to be built, the majority of these revenues have historically been 
derived from projects on which it is a subcontractor of a material supplier 
or other contractor.  Where the Company acts as a subcontractor, it is 
invited to bid by the firm seeking construction services; therefore, 
continuing favorable business relations with those firms that frequently bid 
on and obtain contracts requiring such services are important to the Company.  
Over a period of years, the Company has established such relationships with a 
number of companies.  Revenues derived from any particular customer fluctuate 
significantly, and during a given fiscal year, one or more customers may 
account for 10% or more of the Company's consolidated revenues through 
individual, competitively bid contracts.  During the years ended July 31, 
1997, 1996, and 1995, no single contract or customer accounted for more than 
10% of consolidated revenue.

14.  EMPLOYEE BENEFIT PLAN

     The Company has a retirement savings plan covering substantially all 
employees.  The Plan provides for optional Company contributions as a fixed 
percentage.  There were no company contributions for the years ended July 31, 
1997, 1996 and 1995.

15.  COMMITMENTS AND CONTINGENCIES


Industrial Revenue Bond     

     On September 1, 1997, the Company entered into a First Amendment to 
Reimbursement Agreement with Central Fidelity National Bank for a three-year 
renewal for the Letter of Credit backing the Industrial Revenue Bond issue on 
the Company's Richmond manufacturing facility.  All obligations under the IRB 
are current and the Company is in compliance with the covenants contained in 
the agreement.  As of July 31, 1997, the debt was approximately $1.54 million 
and it is secured by the real estate in the City of Richmond.  This amount 
does not include $200,000 which was held in escrow and applied against the 
principal on August 1, 1997 according to the terms of the agreement.  
Principal payments are due in increasing amounts through 2007.  A portion of 
the property covered by the Industrial Revenue Bond is leased by a non-
affiliated third party.  

Precision Components Corp.

     The Company is party to a suit by Industrial Alloy Fabricators, Inc. and 
Precision Components Corp. against Williams Industries, Inc. and IAF Transfer 
Corporation, filed in the Circuit Court for the City of Richmond, Law No. 
96B02451, seeking $300,000 plus interest and fees arising from a product 
liability claim against the Company.  The Company retained counsel to respond 
to the suit and filed a counterclaim seeking reimbursement of damages caused 
by the plaintiffs.  The Company intends to aggressively defend this claim.  
Trial is now set for November 1997.  Management believes that the ultimate 
outcome of this matter will not have a material adverse impact on the 
Company's financial position, results of operations, or cash flows.


Foss Maritime

     The Company's subsidiary, Williams Enterprises, Inc., was named a third 
party defendant in a suit pending in the U.S. District for the Western 
District of Washington, Foss Maritime v. Salvage Assn. v. Williams 
Enterprises & Etalco, #C95-1835R.   The suit arises from damage in transit to 
cargo which was shipped from Charleston, SC to Bremerton, WA.  Williams 
Enterprises was hired by Foss Maritime to sea-fasten the cargo according to a 
design by Etalco, and the Salvage Association was hired to conduct a marine 
survey prior to the voyage.  The Salvage Association filed the Third-Party 
Complaint, alleging that Williams Enterprises was negligent in the 
performance of its work.  The damages claimed are approximately $3.6 million, 
which was paid by the Cargo Insurance carrier.  Williams Enterprises' 
exposure under its own liability coverage is $100,000, but the Company 
believes that this insurance is not ultimately involved because the agreement 
between Foss and Williams Enterprises was that Williams Enterprises would be 
a named insured on Foss's Cargo Insurance policy with a "waiver of 
subrogation" endorsement.  Although Foss failed to have Williams Enterprises 
named on the policy, management believes that Foss will be responsible for 
any damage or expense incurred by Williams Enterprises.  In addition, the 
Company disputes that it was in any way responsible for the damage.

     On March 19, 1997, the court entered a Summary Judgment in favor of the 
Salvage Association and against Foss Maritime.  This effectively ends the 
case against Williams Enterprises because the claim was a third-party claim 
brought by the Salvage Association.  However, Foss has filed an appeal with 
the U.S. Court of Appeals for the Ninth Circuit, so the case remains active 
until a disposition of the appeal.   Management believes that the ultimate 
outcome will not have a material adverse impact upon the Company's financial 
position, results of operations, or cash flows. 


Koppleman

     The Company has been named a defendant in an action filed in the Circuit 
Court for the City of Baltimore, Maryland, by the estate of Joseph Koppleman.  
The suit seeks in excess of $2 million in damages for fraud and other 
asserted causes of action.  The case results from an injury award in favor of 
Koppleman against the Company's subsidiary corporations, Harbor Steel 
Erectors, Inc. and Arthur Phillips & Company, Inc., (the "Original Judgment 
Debtors") in the amount of $270,600, entered in 1995.  The claim resulted 
from an injury to Mr. Koppleman in 1989.  The claim falls within the 
deductible of the applicable insurance policy.   Because of the plaintiff's 
failure to collect their judgment against the Original Judgment Debtors, this 
action has been filed, naming as defendants the Company, numerous present and 
former subsidiaries, and the insurance carrier and the insurance broker who 
were involved in the creation of the insurance arrangement.  Management 
believes that this case is groundless and that the conduct of the underlying 
litigation was appropriate.  The Company has retained counsel and intends to 
defend this matter aggressively.  Management believes that the ultimate 
outcome will not have a material adverse impact upon the Company's financial 
position, results of operations, or cash flows.


CIGNA Insurance

     The Company maintained certain policies of insurance with members of the 
CIGNA group of insurance companies during the period from 1986 through 1991.  
Certain of those policies provided for what are known as "retrospective 
premium adjustments" which depend upon the claims made under the policies.  
In February, 1997, the Company received an invoice for $1.1 million which has 
been disputed.  Pursuant to prior litigation between the Company and CIGNA 
which was settled in January 1993, the parties agreed to arbitrate their 
disputes in the future.  An arbitration proceeding has been commenced 
concerning the referenced invoice and the Company intends aggressively to 
defend this claim and to press its claims for damages against CIGNA.  
Management believes that the ultimate outcome of this matter will not have a 
material adverse impact upon the Company's financial position, results of 
operations, or cash flows.

General

     The Company is also party to various other claims arising in the 
ordinary course of its business.  Generally, claims exposure in the 
construction services industry consists of workers compensation, personal 
injury, products' liability and property damage.  The Company believes that 
its insurance accruals, coupled with its liability coverage, is adequate 
coverage for such claims. 

Leases

     The Company leases certain property, plant and equipment under operating 
lease arrangements that expire at various dates through 2008.  Rent expenses 
approximated $278,000, $90,300 and $75,900 for the years ended July 31, 1997, 
1996 and 1995, respectively.  Minimum future rental commitments are as 
follows:
<TABLE>
<CAPTION>
          Year Ending July 31                    Amount
              <S>                             <C>
               1998                              $498,000
               1999                               454,000
               2000                               422,000
               2001                               422,000
               2002                               422,000
               Thereafter                       1,757,000
                                               ----------
                                               $3,975,000
                                               ==========
</TABLE>

16.  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

     During the year ended July 31, 1997, convertible debentures with an 
aggregate face amount of $575,000 were issued to settle outstanding 
obligations of the Company.  In connection with the issuance of the 
debentures, the difference between the fair market value of the shares 
issuable upon conversion of the debentures, approximately $2,683,000, as 
determined at the dates  the related transactions were closed, and the face 
amount of the debentures, was added to additional paid in capital.

     During the year ended July 31, 1997, the Company entered into several 
financing agreements to acquire assets with a cost of $1,882,000.


<TABLE>
<CAPTION>
                         1997           1996             1995
<S>                 <C>            <C>              <C>
Cash paid during
  the year for:
  Income taxes       $   72,000     $   16,500       $   19,500
  Interest           $1,268,683     $1,062,171       $2,080,069
</TABLE>

17.  SUBSEQUENT EVENT

     On September 30, 1997, the Company entered into a contract with a 
nonaffiliated third party to sell the 2 1/4 acre headquarters property for 
$1,465,000, with the Company to lease back several buildings on the property.  
The sale is contingent upon the buyer obtaining all necessary approvals to 
operate a school on the site.  The transaction is expected to close during 
the second quarter and would, if consummated, result in a gain of 
approximately $500,000. 
 
 <PAGE>

<TABLE>
<CAPTION>
Williams Industries, Inc.

Schedule II - Valuation and Qualifying Accounts
Years Ended July 31, 1997, 1996 and 1995


Column A          Column B       Column C            Column D       Column E
--------          --------   -------------------     ---------      ---------
                                  Additions
                             -------------------
                                         Charged
                 Balance at  Charged to  to Other                   Balance 
                 Beginning   Costs and   Accounts-   Deductions-    at End of
Description      of Period   Expenses    Describe    Describe       Period
<S>              <C>        <C>      <C>           <C>           <C> 
July 31, 1997:
  Allowance for 
    doubtful 
    accounts     $  953,921 $ 60,246 $  293,000(3)  $(212,867)(1) $  758,141
                                                     (336,159)(2)  

July 31, 1996:
  Allowance for 
    doubtful 
    accounts      1,633,566  243,885    246,410(3)    (19,944)(1)    953,921
                                                   (1,149,996)(2)  

July 31, 1995:   
  Allowance for 
    doubtful 
    accounts        728,410  134,338    981,805(3)    (42,652)(1)   1,633,566
                                                     (168,335)(2)
</TABLE>
(1) Collection of accounts previously reserved.

(2) Write-off from reserve accounts deemed to be uncollectible.

(3) Reserve of billed extras charged against corresponding revenue account.

</PAGE>
    


                             PART 1

Safe Harbor for Forward Looking Statements

     The Company is including the following cautionary statements to make 
applicable and take advantage of the safe harbor provisions within the 
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 
Securities Exchange Act of 1934 for any forward-looking statements made by, 
or on behalf of, the Company in this document and any materials incorporated 
herein by reference.  Forward-looking statements include statements 
concerning plans, objectives, goals, strategies, future events or performance 
and underlying assumptions and other statements which are other than 
statements of historical facts.  Such forward-looking statements may be 
identified, without limitation, by the use of the words "anticipates," 
"estimates," "expects," "intends," and similar expressions.  From time to 
time, the Company or one of its subsidiaries individually may publish or 
otherwise make available forward-looking statements of this nature.  All such 
forward-looking statements, whether written or oral, and whether made by or 
on behalf of the Company or its subsidiaries, are expressly qualified by 
these cautionary statements and any other cautionary statements which may 
accompany the forward-looking statements.  In addition, the Company disclaims 
any obligation to update any forward-looking statements to reflect events or 
circumstances after the date hereof.

     Forward-looking statements made by the Company are subject to risks and 
uncertainties that could cause actual results or events to differ materially 
from those expressed in, or implied by, the forward-looking statements.  
These forward-looking statements may include, among others, statements 
concerning the Company's revenue and cost trends, cost-reduction strategies 
and anticipated outcomes, planned capital expenditures, financing needs and 
availability of such financing, and the outlook for future construction 
activity in the Company's market areas.  Investors or other users of the 
forward-looking statements are cautioned that such statements are not a 
guarantee of future performance by the Company and that such forward-looking 
statements are subject to risks and uncertainties that could cause actual 
results to differ materially from those expressed in, or implied by, such 
statements.  Some, but not all of the risk and uncertainties, in addition to 
those specifically set forth above, include general economic and weather 
conditions, market prices, environmental and safety laws and policies, 
federal and state regulatory and legislative actions, tax rates and policies, 
rates of interest and changes in accounting principles or the application of 
such principles to the Company.


<PAGE>
Item 1. Business.

A.  General Development of Business

     Originally established as a public entity in 1970 as the parent of two 
sister companies formed a decade previously, Williams Industries, 
Incorporated (the "Company") quickly grew to become a leader in the 
construction services market. During the mid to late 1980s, the Company 
diversified from its modest origins and grew into a conglomerate with 27 
subsidiaries and whose revenues in 1990 approached $119,000,000.  

     With this growth, however, came a significant debt structure, thinly 
stretched management and an inability to respond quickly to changing market 
conditions.  The Company, along with the economy, floundered and drastic 
measures were necessary.  

     In order to reduce the major operating losses reported in Fiscal 1991 
through 1994 and simultaneously meet financial obligations, the Company 
downsized.  Agreements were negotiated with lenders, assets were sold, 
operations were liquidated.  The culmination of these efforts came in March 
1997 with Bank Group debt settlement, and the Company began another chapter 
in its history.  Refer to Note 1 in the Notes to Consolidated Financial 
Statements for details of how the Company arrived at its current, profitable 
configuration and details of debt reduction.

     Although Williams Industries, Inc. is now a smaller corporation than the 
conglomerate it was in the mid-1980s and early 1990s, the Company has evolved 
into a highly functional, cohesive entity, much more capable of producing 
profit, even on smaller revenues. 

     Despite its smaller configuration, the Company's remaining subsidiaries, 
Greenway Corporation, Piedmont Metal Products, Inc., Williams Bridge Company, 
Williams Equipment Corporation, and Williams Steel Erection Company, Inc., 
have the capability of providing a wide range of construction services as  
subcontractors on major industrial, commercial, bridge and highway and 
governmental construction projects.  These services include steel fabrication 
and erection; manufacture and installation of non-structural and ornamental 
metals; equipment rental, primarily of cranes; and the rigging and 
installation of equipment.  The Company's ability to provide a wide range of 
construction services, often on a rapid-response basis, has strengthened its 
reputation as an industry leader in the Mid-Atlantic region.

     The construction services are augmented by several administrative 
components which provide necessary services for the construction activities 
or management of the Company's assets.  Of these administrative activities, 
Construction Insurance Agency, Inc., Insurance Risk Management Group, Inc., 
and WII Realty Management, Inc., which was established to manage the 
Company's real estate, also cultivate outside customers to enhance the 
overall profitability of the parent organization.

     
B.  Financial Information About Industry Segments

     The Company's activities are divided into three broad categories: (1) 
Construction, which includes industrial, commercial and governmental 
construction, the construction, repair and rehabilitation of bridges as well 
as the rental, sale and service of heavy construction equipment; (2) 
Manufacturing, which includes the manufacture of metal products; and (3) 
Other, which includes insurance operations and parent company transactions 
with unaffiliated parties.  Financial information about these segments is 
contained in Note 13 of the Notes to Consolidated Financial Statements.  The 
following table sets forth the percentage of total revenue attributable to 
these categories for the years ended July 31, 1997, 1996 and 1995 as restated 
to reflect discontinued operations and the foregoing reclassification of 
segments:
<TABLE>
<CAPTION>
                                    Fiscal Year Ended July 31,
                                    -------------------------
                                    1997       1996     1995  
                                    ----       ----     ----
<S>                                 <C>        <C>      <C>
Construction . . . . . . . . . . . . 65%        59%      62%
Manufacturing. . . . . . . . . . . . 32%        37%      33%
Other. . . . . . . . . . . . . . . .  3%         4%       5% 
</TABLE>
     This mix has changed over the years as the Company continues to organize 
its business into a more profitable configuration. While levels of operating 
activity in the construction and manufacturing segments are likely to be 
maintained for some time going forward, the percentages of total revenue are 
expected to change as market conditions or new business opportunities 
warrant. 


C. Narrative Description of Business

1. Construction

     The Company specializes in structural steel erection, the installation 
of architectural, ornamental and miscellaneous metal products, the 
installation of precast and prestressed concrete products, the rental of 
construction equipment and the rigging and installation of equipment for 
utility and industrial facilities.

     The Company owns a wide variety of construction equipment and has 
experienced little difficulty in having sufficient equipment to perform its 
contracts.  Most labor employed by this segment is obtained in the areas 
where the particular project is located.  Labor in the construction segment 
is primarily open shop.  The Company has not experienced any significant 
labor difficulties.  In its construction segment, the Company requires few 
raw materials, such as steel or concrete, since these are generally furnished 
by and the responsibility of the person who employs the Company to provide 
the construction services. 

     The primary basis on which the Company is awarded construction contracts 
is price, since most projects are awarded on the basis of competitive 
bidding.  While there are numerous competitors for commercial and industrial 
construction in the Company's geographic areas, the Company remains as one of 
the larger and more diversified companies in its areas of operations.

     Although revenue derived from any particular customer has fluctuated 
significantly in recent years, no single customer has accounted for more than 
10% of consolidated revenue.

     A significant portion of the Company's work is subject to termination 
for convenience clauses in favor of the local, state, or federal government 
entities who contracted for the work in which the Company is involved.  The 
law generally gives local, state, and federal government entities the right 
to terminate contracts, for a variety of reasons, and such rights are made 
applicable to government purchasing by operation of law.  While the Company 
rarely contracts directly with such government entities, such termination for 
convenience clauses are incorporated in the Company's contracts by "flow 
down" clauses whereby the Company stands in the shoes of its customers.  The 
Company has not experienced any such terminations in recent years, and 
because the Company is not dependent upon any one customer or project, 
management feels that any risk associated with performing work for 
governmental entities are minimal.

a. Steel Construction

     The Company engages in the installation of structural and other steel 
products for a variety of buildings, bridges, highways, industrial 
facilities, power generating plants and other structures.

     Most of the Company's steel construction revenue is received on projects 
where the Company is a subcontractor to a material supplier (generally a 
steel fabricator) or another contractor.  When the Company acts as the steel 
erection subcontractor, it is invited to bid by the firm that needs the steel 
construction services. Consequently, customer relations are important; 
however, the Company is not dependent upon any single customer or contract.

     The Company operates its steel erection business primarily in the Mid-
Atlantic area between Baltimore, Maryland and Norfolk, Virginia.

b. Concrete Construction

     The Company erects structural precast and prestressed concrete for 
various structures, such as multi-storied parking facilities and processing 
facilities, and erects the concrete architectural facades for buildings.  The 
concrete erection service generates its revenue from contracts with  non-
affiliated customers, and the business is not dependent upon any particular 
customer.

c. Rigging and Installation of Equipment

     Much of the equipment and machinery used by utilities and other 
industrial concerns is so cumbersome that its installation and preparation 
for use, and to some extent its maintenance, requires installation equipment 
and skills not economically feasible for those users to acquire and maintain.  
The Company's construction equipment, personnel and experience are well 
suited for such tasks, and the Company contracts for and performs those 
services.  Since management believes that the demand for these services, 
particularly by utilities, is relatively stable throughout business cycles, 
it is aggressively pursuing the expansion of this phase of its construction 
services.  
     
d.  Equipment Rental

     The Company requires a wide range of heavy construction equipment in its 
construction business, but not all of the equipment is in use at all times.  
To maximize its return on investment in equipment, the Company rents 
equipment to unaffiliated parties to the extent possible.  Operating margins 
from rentals are attractive because the direct cost of renting is relatively 
low.  As a result, the Company is aggressively pursuing the expansion of this 
phase of its business.

2. Manufacturing

     The Company manufactures metal products that are frequently used in 
projects on which the Company is providing construction services.  Products 
fabricated include steel plate girders used in the construction of bridges 
and other projects, and light structural metal products.  In its 
manufacturing segment, the Company obtains raw materials from a variety of 
sources on a competitive basis and is not dependent on any one source of 
supply.

     Facilities in this segment are predominantly open shop.  Management 
believes that its labor relations in this segment are good.

     Competition in this segment, based on price, quality and service, is 
intense.  Although revenue derived from any particular customer fluctuates 
significantly, in recent years no single customer has accounted for more than 
10% of consolidated revenue.

a. Steel Manufacturing

     The Company has two plants for the fabrication of steel plate girders 
and other components used in the construction, repair and rehabilitation of 
highway bridges and grade separations. 

     One of these plants, located in Manassas, Virginia, is a large heavy 
plate girder fabrication facility and contains a main fabrication shop, 
ancillary shops and offices totaling approximately 46,000 square feet, 
together with rail siding.

     The other plant, located on 17 acres in Richmond, Virginia, is a full 
service fabrication facility and contains a main fabrication shop, ancillary 
shops and offices totaling approximately 128,000 square feet.

     Both facilities have internal and external handling equipment, modern 
fabrication equipment, large storage and assembly areas and are American 
Institute of Steel Construction, Category III, Fracture Critical Bridge 
Shops.

     All facilities are in good repair and designed for the uses to which 
they are applied. Since virtually all production at these facilities is for 
specific contracts rather than for inventory or general sales, utilization 
can vary from time to time.

b.  Light Structural Metal Products

      The Company fabricates light structural metal products at a Company-
owned facility in Bedford, Virginia.  The Bedford plant is located on about 
32 acres, of which 21.38 are owned by the parent corporation and 10.56 are 
owned by Piedmont Metal Products.  For the past two Fiscal years, this 
subsidiary has made major improvements and expansion to its facilities to 
enhance its manufacturing capabilities, as well as its ability to finish 
product in inclement weather.


3. General and Insurance

a. General

     All segments of the Company are influenced by adverse weather 
conditions.  Accordingly, higher revenue typically is recorded in the first 
(August through October) and fourth (May through July) fiscal quarters when 
the weather conditions are generally more favorable.  This variation is more 
pronounced in the construction segment than in the manufacturing segment.

     Management is not aware of any environmental regulations that materially 
impact the Company's capital expenditures, earnings or competitive position.  
Compliance with Occupational Safety and Health Administration (OSHA) 
requirements may, on occasion, increase short-term costs (although in the 
long-term, compliance may actually reduce costs through workers' compensation 
savings); however, since compliance is required industry wide, the Company is 
not at a competitive disadvantage, and the costs are built into the Company's 
normal bidding procedures.

     The Company employs between 250 and 500 employees, many employed on an 
hourly basis for specific projects, the actual number varying with the 
seasons and timing of contracts.  At July 31, 1997, the Company had 278 
employees, of which 15 were covered by a collective bargaining agreement.  
Generally, management believes that its employee relations are good.

b. Insurance

Liability Coverage

     Primary liability coverage for the Company and its subsidiaries is 
provided by a policy of insurance with limits of $1,000,000 and a $2,000,000 
aggregate.  The Company also carries what is known as an "umbrella" policy 
which provides limits of $4,000,000 excess of the primary.  The primary 
policy has a $25,000 deductible; however, it does provide first dollar 
defense coverage.  If additional coverage is required on a specific project, 
the Company makes those purchases.       

Workers' Compensation Coverage

     Worker's compensation coverage is provided by several programs, 
depending on the jurisdiction.  In some states, the program is traditionally 
insured, while in other states, self-funding mechanisms are used.  Since 
1987, the Company's "loss modification factor" (an increase or decrease to a 
standard premium based on an insured's previous claims experience) on its 
workers' compensation insurance premiums declined from a high of 1.73 in 1986 
to a low of 0.92 in 1992.  The current loss modification factor is less than 
1.0.  Management attributes this to the strengthening of safety and loss 
control measures, education of management and employees in the importance of 
compliance at all times with the corporate safety program, along with 
constant monitoring of claims to minimize or eliminate costly friction 
between the claimant and the Company.  The Company strives to be in the 
forefront in providing a safe work place for its workers, but, because of the 
dangerous nature of its business, injuries do occur.  In those cases, the 
Company recognizes the personal tragedy that can accompany those injuries and 
attempts to provide comfort and individual consideration to the injured party 
and his or her family.
     

Item 2. Properties and Equipment.

     At the end of Fiscal Year 1997, the Company owned approximately 89 acres 
of industrial property, most of which is being presently utilized.   
Approximately 39 acres are near Manassas, in Prince William County, Virginia; 
17 acres are in Richmond, Virginia; 32 acres in Bedford, in Virginia's 
Piedmont section between Lynchburg and Roanoke; and one acre in Baltimore, 
Maryland.
          
     The 3,000 square foot building housing the executive offices of the 
Company is located on a 2 1/4 acre parcel owned by the Company in Fairfax 
County, Virginia.  This parcel also includes a 7,500 square foot two story 
masonry building and several smaller structures housing the Company's 
insurance operations, its construction group headquarters, accounting and 
data processing functions.  Portions of this complex also are rented to non-
affiliated third parties.

     On September 30, 1997, the Company entered into a contract with a 
nonaffiliated third party to sell the 2 1/4 acre headquarters property for 
$1,465,000, with the Company to lease back several buildings on the property.  
The sale is contingent upon the buyer obtaining all necessary approvals to 
operate a school on the site.  The transaction is expected to close during 
the second quarter and would, if consummated, result in a gain of 
approximately $500,000 and in appreciable cash flow benefits going forward 
because the cost of leasing the needed space on the property will be lower 
than the carrying cost of the debt on the property.

     The Company owns numerous large cranes, tractors and trailers and other 
equipment.  Management believes the equipment is in good condition and is 
well maintained.   During Fiscal Year 1997, the Company continued to upgrade 
its fleet, both with new and used equipment.  Expenditures for such equipment 
totaled $2.74 million in Fiscal Year 1997.  The availability of used 
equipment at attractive prices varies primarily with the construction 
industry business cycle.  The Company attempts to time its purchases and 
sales to take advantage of this cycle.  All equipment is encumbered by 
security interests.

     
Item 3. Legal Proceedings.
     

Precision Components Corp.

     The Company is party to a suit by Industrial Alloy Fabricators, Inc. and 
Precision Components Corp. against Williams Industries, Inc. and IAF Transfer 
Corporation, filed in the Circuit Court for the City of Richmond, Law No. 
96B02451, seeking $300,000 plus interest and fees arising from a product 
liability claim against the Company.  The Company retained counsel to respond 
to the suit and filed a counterclaim seeking reimbursement of damages caused 
by the plaintiffs.  The Company intends to aggressively defend this claim.  
Trial is now set for November 1997.  Management believes that the ultimate 
outcome of this matter will not have a material adverse impact on the 
Company's financial position, results of operations, or cash flows.


Foss Maritime

     The Company's subsidiary, Williams Enterprises, Inc., was named a third 
party defendant in a suit pending in the U.S. District for the Western 
District of Washington, Foss Maritime v. Salvage Assn. v. Williams 
Enterprises & Etalco, #C95-1835R.   The suit arises from damage in transit to 
cargo which was shipped from Charleston, SC to Bremerton, WA.  Williams 
Enterprises was hired by Foss Maritime to sea-fasten the cargo according to a 
design by Etalco, and the Salvage Association was hired to conduct a marine 
survey prior to the voyage.  The Salvage Association filed the Third-Party 
Complaint, alleging that Williams Enterprises was negligent in the 
performance of its work.  The damages claimed are approximately $3.6 million, 
which was paid by the Cargo Insurance carrier.  Williams Enterprises' 
exposure under its own liability coverage is $100,000, but the Company 
believes that this insurance is not ultimately involved because the agreement 
between Foss Maritime and Williams Enterprises was that Williams Enterprises 
would be a named insured on Foss's Cargo Insurance policy with a "waiver of 
subrogation" endorsement.  Although Foss Maritime failed to have Williams 
Enterprises named on the policy, management believes that Foss Maritime will 
be responsible for any damage or expense incurred by Williams Enterprises.  
In addition, the Company disputes that it was in any way responsible for the 
damage.

     On March 19, 1997, the court entered a Summary Judgment in favor of the 
Salvage Association and against Foss Maritime.  This effectively ends the 
case against Williams Enterprises because the claim was a third-party claim 
brought by the Salvage Association.  However, Foss has filed an appeal with 
the U.S. Court of Appeals for the Ninth Circuit, so the case remains active 
until a disposition of the appeal.   Management believes that the ultimate 
outcome will not have a material adverse impact upon the Company's financial 
position, results of operations or cash flows. 



Koppleman

     The Company has been named a defendant in an action filed in the Circuit 
Court for the City of Baltimore, Maryland, by the estate of Joseph Koppleman.  
The suit seeks in excess of $2 million in damages for fraud and other 
asserted causes of action.  The case results from an injury award in favor of 
Koppleman against the Company's subsidiary corporations, Harbor Steel 
Erectors, Inc. and Arthur Phillips & Company, Inc., (the "Original Judgment 
Debtors") in the amount of $270,600, entered in 1995.  The claim resulted 
from an injury to Mr. Koppleman in 1989.  The claim falls within the 
deductible of the applicable insurance policy.   Because of the plaintiff's 
failure to collect their judgment against the Original Judgment Debtors, this 
action has been filed, naming as defendants the Company, numerous present and 
former subsidiaries, and the insurance carrier and the insurance broker who 
were involved in the creation of the insurance arrangement.  Management 
believes that this case is groundless and that the conduct of the underlying 
litigation was appropriate.  The Company has retained counsel and intends to 
defend this matter aggressively.  Management believes that the ultimate 
outcome will not have a material adverse impact upon the Company's financial 
position, results of operations, or cash flows.


CIGNA Insurance

     The Company maintained certain policies of insurance with members of the 
CIGNA group of insurance companies during the period from 1986 through 1991.  
Certain of those policies provided for what are known as "retrospective 
premium adjustments" which depend upon the claims made under the policies.  
In February, 1997, the Company received an invoice for $1.1 million which has 
been disputed.  Pursuant to prior litigation between the Company and CIGNA 
which was settled in January 1993, the parties agreed to arbitrate their 
disputes in the future.  An arbitration proceeding has been commenced 
concerning the referenced invoice and the Company intends aggressively to 
defend this claim and to press its claims for damages against CIGNA.  
Management believes that the ultimate outcome of this matter will not have a 
material adverse impact upon the Company's financial position, results of 
operations or cash flows.


General

     The Company is also party to various other claims arising in the 
ordinary course of its business.  Generally, claims exposure in the 
construction services industry consists of employment claims of various types 
of workers compensation, personal injury, products' liability and property 
damage.  The Company believes that its insurance accruals, coupled with its 
liability coverage, is adequate coverage for such claims. 

     
     
Item 4.  Submission of Matters to a Vote of Security Holders.

     No matter was submitted during the fourth quarter of the fiscal year 
covered by this report to a vote of security holders.



PART II

Item 5.  Market for the Registrant's Common Stock and Related Security Holder 
Matters. 
     
     The Company's Common Stock was traded on the NASDAQ National Market 
System under the symbol (WMSI) until its equity position no longer met NASDAQ 
requirements for inclusion in that market.  Subsequently, the Company's stock 
has traded on the "bulletin boards" and will return to NASDAQ only when it 
meets all of the requirements for market listing.  The following table sets 
forth the high and low sales prices for the periods indicated, as obtained 
from market makers in the Company's stock.
<TABLE>
<CAPTION>
 8/1/95  11/1/95  2/1/96  5/1/96  8/1/96  11/1/96  2/1/97  5/1/97 
10/31/95 1/31/96 4/30/96 7/31/96 10/31/96 1/31/97 4/30/97 7/31/97
-------- ------- ------- ------- -------- ------- ------- -------
  <S>     <C>     <C>     <C>     <C>      <C>     <C>     <C>
  $3.50   $4.00   $3.93   $5.25   $6.25    $6.38   $5.50   $6.13
  $0.75   $2.12   $2.69   $2.50   $3.00    $2.88   $3.13   $3.75
</TABLE>

     The Company has paid no cash dividends in recent years.  While it is the 
directors' policy to have the Company pay cash dividends whenever feasible, 
the Company's credit agreements prohibit cash dividends without the lenders' 
permission.  In addition, the need for cash in the Company's business 
indicates that cash dividends will not be paid in the foreseeable future.

     The prices shown reflect inter-dealer prices, without retail mark-up, 
mark-down, or commissions and may not necessarily reflect actual 
transactions.

     At September 26, 1997, there were 493 holders of record of the Common 
Stock.

     The Company recently has filed with the Securities and Exchange 
Commission a secondary offering of its securities on Form S-2 on behalf 
of certain selling shareholders who received stock or convertible 
debentures in connection with the transactions (Bank Group, FDIC, and 
Pribyla) described elsewhere in this report.  The number of shares included 
in the Registration is 1,080,294, although certain of those shares are 
subject to restriction on their transfer which are effective through December 
31, 1998.  All of the subject shares are considered outstanding as of the 
date of commitment in the calculation of "Earnings Per Share - Fully Diluted" 
in the accompanying Consolidated Statements of Operations for the Year Ended 
July 31, 1997.



Item 6.  Selected Consolidated Financial Data.

     The following table sets forth selected financial data for the Company 
and is qualified in its entirety by the more detailed financial statements, 
related notes thereto, and other statistical information appearing elsewhere 
in this report.

<TABLE>
<CAPTION>
                SELECTED CONSOLIDATED FINANCIAL DATA
                (In millions, except per share data)

                                1997   1996   1995   1994   1993
                                ----   ----   ----   ----   ----
<S>                            <C>    <C>    <C>    <C>    <C>
Statements of Operations Data: 
Revenue:
     Construction . . . . .    $22.4  $16.1  $19.7  $27.9   $28.0
     Manufacturing. . . . .     11.0   10.1   10.3   16.9    21.7
     Other. . . . . . . . .      1.0    1.0    1.6    0.8     0.9
                               -----  -----  -----  -----   -----
        Total Revenue. . .     $34.4  $27.2  $31.6  $45.6   $50.6
                               =====  =====  =====  =====   ===== 
Gross Profit:
     Construction. . . . .     $ 8.8  $ 6.2  $ 5.2  $ 4.8   $ 3.5 
     Manufacturing . . . .       3.2    2.9    3.9    4.2     5.4
     Other. . . . .. . . .       1.0    1.0    1.6    0.8     0.9
                               -----  -----  -----  -----   ----- 
   Total Gross Profit . .      $13.0  $10.1  $10.7  $ 9.8   $ 9.8  
                               =====  =====  =====  =====   ===== 

Other Income:                  $  -   $ 2.5  $ 0.2  $  -    $  -

Expense:
     Overhead  . . . . . .     $ 3.2  $ 2.7  $ 3.0  $ 3.6   $ 3.9
     General and
       Administrative    .       5.8    5.3    9.0    8.1    10.7
     Depreciation . . . ..       1.1    1.0    1.2    1.4     1.6
     Interest . . . . . ..       1.6    1.5    2.3    1.7     1.5
     Income Taxes               (1.7)    -      -      -       .1
                               -----  -----  -----  -----   -----

     Total Expense . .         $10.0  $10.5  $15.5  $14.8   $17.8
                               =====  =====  =====  =====   ===== 
Profit (Loss) from
     Continuing Operations     $ 3.0  $ 2.1  $(4.6) $(5.0)  $(8.0)
Gain (Loss) from
     Discontinued
     Operations                   -      -     1.4   (4.6)   (5.1)
Extraordinary Item -
     Gain on Extinguish-
     ment of Debt                3.2    0.8    6.6     -       -  
                               -----  -----  -----  -----   -----
        Net Earnings
          (Loss) . . . .        $6.2  $ 2.9  $ 3.4  $(9.6) $(13.1)
                               =====  =====  =====  =====   ===== 
Earnings (Loss) Per Share:
     From Continuing
       Operations......         $1.13  $0.84 $(1.82) (1.98) $(3.20)
     From Discontinued
     Operations . . . . .         -      -     0.57  (1.80)  (2.01)
     Extraordinary Item          1.20   0.31   2.60    -       -  
                                -----  -----  -----  -----   -----
Earnings (Loss) Per
     Share*                     $2.33  $1.15 $ 1.35 $(3.78) $(5.21)
                                =====  =====  =====  =====   =====

Balance Sheet Data (at end of 
year):

Total Assets--Continuing
     Operations . . . . .    . $31.5  $28.0  $24.6  $38.4   $40.9
Net (Liabilities) Assets
     of Discontinued
     Operations. . .              -      -      -    (1.0)    3.6


Long Term Obligations            7.2    5.8    2.9    5.0    17.2 
Total Liabilities               25.0   30.2   29.8   46.1    43.6
Stockholders equity
     (Deficiency 
     in assets)                  6.5   (2.2)  (5.2)  (8.7)    0.9 
</TABLE>
  
* No Dividends have been paid on Common Stock during the above period.

     During the five years reflected by the above table, the Company 
substantially reduced its number of subsidiaries and discontinued operations 
in several lines of business.  It also disposed of a number of assets, as 
discussed in Notes 2 and 7 to the Notes to Consolidated Financial Statements.  
These factors are relevant to any comparisons.

Item 7. Management's Discussion and Analysis of Financial Condition and Results 
of Operations

     The Company achieved one of its most significant objectives, that of 
settling Bank Group debt, in 1997.  After many years of struggling with the 
downsizing and restructuring necessary to return to profitability and retire 
debt, on March 31, 1997, the Company's efforts were rewarded when the final 
funds were paid to the Bank Group.  The debt forgiveness accompanying this 
transaction immediately improved the Company's equity position.   Details of 
this transaction are contained in Note 1 to the Consolidated Financial 
Statements.

     In addition to achieving the objective of retiring Bank Group debt, the 
Company has also made great strides toward another objective, that of having 
consistent operational profitability.   The Company's fundamental lines of 
business are conducted through the core subsidiaries of Greenway Corporation, 
Piedmont Metal Products, Inc., Williams Bridge Company, Williams Equipment 
Corporation, and Williams Steel Erection Company, Inc.   These operations, on 
aggregate, have been profitable for several years.

     Management continues to work to enhance the on-going value of Williams 
Industries Inc., which, in addition to the companies mentioned above, 
includes the parent corporation and several companies, Construction Insurance 
Agency, Insurance Risk Management and WII Realty Management, that provide 
services both for the core companies and outside customers.

     When the Company retired its Bank Group debt, it also entered into a 
relationship with a new lender, The CIT Group/Credit Finance, Inc. ("CIT").  
Within the framework of a Loan and Security Agreement, the Company 
established a credit facility of approximately $3 million with CIT.  The loan 
is secured by the Company's equipment and receivables, as well as subordinate 
deeds of trust on the Company's real estate.  The structure of the loan 
allows the Company to pay off debt through a variety of mechanisms, such as 
the proceeds from the sale of an asset, while also retaining the ability to 
borrow against the credit line should the need arise.

     In the fourth quarter of Fiscal 1997, the Company upgraded several 
components of its fleet while simultaneously paying portions of the CIT debt 
with the proceeds from the sale of old equipment.

     The new credit facility is also being used to allow the subsidiaries to 
negotiate better payment terms on certain transactions, such as the purchase 
of materials, by having cash available when necessary.

     Another benefit of the settlement of Bank Group debt was the ability of 
management to change its focus to other issues, such as developing innovative 
methods to obtain quality work and expand market areas to more fully avail 
the Company's subsidiaries of new opportunities in traditional market areas.

     In addition to its strategic planning for operational activities, 
management is also focusing on the relisting of the Company's stock on 
NASDAQ.  It is anticipated that an application for relisting will be filed 
using the audited results from Fiscal 1997.  Management knows of no reason at 
this time why the application would not be considered favorably by the NASDAQ 
Board of Governors, which must review the Company's background and prospects, 
as well as its current financial position.    

     The core companies' profits must be at a level to sustain the parent 
operation and any auxiliary services, such as the Williams Industries 
Insurance Trust, which is the umbrella organization administering the 
Company's insurance programs. 

Financial Condition

     The financial condition of Williams Industries, Inc. improved throughout 
Fiscal 1997, with the most substantial change occurring during the third 
quarter when the Company completed debt restructuring with its Bank Group and 
cured all outstanding defaults.  Details of these transactions are discussed 
in Notes 1 and 10 of the Notes to the Consolidated Financial Statements and 
included a $3,189,000 gain on extinguishment of debt and the recognition 
of a $1.8 million deferred tax asset.  A significant portion of these Notes 
relate to the Bank Group Debt settlement and accompanying new financial 
arrangements, the settlement of old legal issues, and the Company's income 
tax provisions.

     In addition, the Company reported on-going profitable operations which 
were not a result of unusual transactions.  These profits are being generated 
by the aggregate results of the Company's core subsidiaries, Greenway 
Corporation, Piedmont Metal Products, Inc., Williams Bridge Company, Williams 
Equipment Corporation, and Williams Steel Erection Company, Inc.

     With a few exceptions, the Company has essentially sold all the assets 
that are not part of its long-range activities.  The remaining assets will be 
used in Company businesses.

     As the Company culminated its lengthy efforts to restructure its debt 
and cure the Bank Group and real estate loan defaults, management began a 
more intense focus on NASDAQ relisting and general business development.  
With the Bank Group settlement, the accompanying debt forgiveness, the 
benefit recognized from the deferred tax asset, and profitable operations, 
the Company has returned to a positive equity position of $6.5 million.
This amount exceeds one of the NASDAQ requirements, the $4 million tangible 
net worth threshold required for a relisting application to be considered.  
The goal of relisting on NASDAQ is paramount in management's thinking and a 
variety of efforts will be employed to meet the relisting requirements as 
soon as practical without compromising the Company's long-term posture.

     The Company is now in compliance with the terms of its debt covenants.  
Central Fidelity Bank, the issuer of the Letter of Credit backing the bonds 
on the Company's Industrial Revenue Bond (IRB) secured by the Richmond 
property, and the Company entered into a new agreement on September 1, 1997, 
for a three-year renewal of the Letter of Credit.  Approximately $1.54 
million remained on this obligation as of July 31, 1997.  This does not 
include a $200,000 payment which was held in an interest-bearing escrow 
account and which was applied against principal on August 1, 1997 according 
to the terms of the bond documents.   

     A number of other issues which had the potential to impact the Company's 
future earnings have also been resolved.  The settlement and quantification 
of expense and exposure to old legal issues such as Pribyla, enables the 
Company to be in a much stronger position going forward.  Although certain 
contingencies are discussed in Note 15 to the Notes to Consolidated Financial 
Statements, management believes that major uncertainties that 
could have impacted the Company's financial posture have largely been 
removed, enabling management, potential creditors and customers to have a 
much clearer picture of the Company's financial future.     

Bonding

     Until recently, the Company had limited ability to furnish payment and 
performance bonds for some of its projects.  The Company's ability to furnish 
payment and performance bonds  has improved with the improvement in the 
financial condition, but essentially all of its projects have been obtained 
without the need to provide bonds.  Management does not believe the Company 
has lost any significant work in Fiscal 1997 due to bonding concerns.

Liquidity

     The Company's liquidity position continues to improve.  On-going 
operations continue to provide the cash necessary to finance day-to-day 
operations and to service debt.  In addition, these operations were able to 
reduce accounts payable and other accrued expenses by approximately $3.0 
million during Fiscal 1997.  The Company has a loan of approximately $2.5 
million due on December 31, 1997 and plans to repay a portion of the balance
with the proceeds to be received from the sale of its headquarters property 
(See Note 17 in the Notes to Consolidated Financial Statements) and refinance 
thebalance with a new loan, using other real estate as collateral.  The 
Company anticipates leasing back a portion of the current headquarters' 
property and expects appreciable cash flow benefits going forward because the 
cost of leasing the needed space on the property will be lower than the 
carrying cost of the debt on the property. 

Operations

     Each of the Company's core operations has benefited from the increased 
activity in the construction marketplace as well as the improved financial 
condition of the parent corporation.  Once the parent cured its defaults, the 
subsidiaries found it much easier to obtain new equipment or supplies based 
on their own results and profitability.  This trend is expected to continue 
and will lead to further improved results through reduced finance costs and 
the more efficient delivery of services through enhanced capabilities.

     
Operations

1.  Fiscal Year 1997 Compared to Fiscal Year 1996

     "Revenue" shows an improvement from $27,157,512 in Fiscal 1996 to 
$34,308,519 in Fiscal 1997, which is attributable to several sources, but 
most specific to several "mega" projects undertaken by Williams Steel 
Erection Company during the year.   The "Other Income" amounts consist of 
real estate sales and  reflect the varying gains recognized from these 
transactions.  For details of real estate sales, refer to Note 2 in the Notes 
to Consolidated Financial Statements.

     For the year ended July 31, 1996, the total construction and 
manufacturing revenue was $26,193,901 which compares to $33,363,333 for the 
year ended July 31, 1997, or more than a 27 percent increase in revenue.  The 
Company's joint venture on the large arena in Washington, D.C. is essentially 
complete.  With the completion of this project, the Company has concluded 
essentially all of its "mega" steel erection contracts.  There currently are 
not any outstanding bids on projects of similar size.  As a result, the 
Company's backlog has declined from $19 million as of July 31, 1996 to 
approximately $12.5 million as of July 31, 1997.  In order to increase the 
backlog, the Company continues to pursue other joint venture arrangements in 
both the construction and manufacturing segments on certain projects which 
are greater than $1.0 million in size and complex enough to involve large 
quantities of manpower, management time and equipment.  The Company's policy 
is to enter into joint ventures only where it is at least a 50% partner and 
actively participates in the management of the venture.  Further, the 
Company's policy is to seek to engage in joint ventures with partners who 
reputation and status in the industry indicate to management that they are 
trustworthy partners.   During the course of the MCI Joint Venture, there 
were no disputes regarding management, but the agreement did provide for an 
alternative dispute resolution mechanism, as will any future joint venture 
arrangement.

     In continuing the year to year comparisons, several transactions or 
sales in both years are highly complicated.  For details of these events, 
refer to Notes 1 and 2 to the Notes to Consolidated Financial Statements 
elsewhere in this document.

     Unusual events have contributed to "Profit Before Extraordinary Items" 
of $2,982,512 for the year ended July 31, 1997 and the $2,152,847 for the 
year ended July 31, 1996, most particularly the $1.8 million deferred income 
tax asset recognized in 1997, and the $2.4 million gain on the sale of real 
estate recognized in 1996.

     With respect to the income tax asset, as a result of tax losses incurred 
in prior years, the Company, at July 31, 1997, has tax loss carryforwards 
amounting to $15 million.  Under Statement of Financial Accounting Standards 
No. 109 ("SFAS 109"), the Company is required to recognize the value of these 
tax loss carryforwards if it is more likely than not that they will be 
realized by reducing the amount of the Company's profitability in future 
years during the carryforward period.  As a result of the completion of the 
restructuring of the Company's Bank Group debt during 1997 and the return to 
profitable operations of the Company's ongoing businesses during the past two 
years, the Company expects to report profits for income tax purposes in the 
future.  As a consequence, the Company recognized a $1.8 million portion of 
the benefit available from its tax loss carryforwards during the year ended 
July 31, 1997.

     Revenues for the year ended July 31, 1997 exceeded projected levels and 
expenses have been kept to reasonable and customary levels.   From a core 
company aggregate operating perspective, revenues, gross profit and pre-tax 
profit all increased when the years are compared.  Overhead expense increased 
as a result of increased operational activity.  General and Administrative 
expense, which does not vary according to revenue levels, increased primarily 
as a result of settlement of litigation.

     Management believes that the removal of Bank Group debt has greatly 
benefited both the parent and subsidiary operations.  As a consequence of 
better financing terms, the subsidiaries should be able to increase their net 
profit margins and become more cost competitive in the marketplace, thereby 
allowing further increases in their revenues.


2.  Fiscal Year 1996 Compared to Fiscal Year 1995

     While Fiscal Years 1996 and 1995 were both profitable, comparisons were 
complicated due to significant one time events.    In Fiscal Year 1995, the 
Company recorded $8.2 million in gains from the extinguishment of debt 
compared to $800,000 in Fiscal Year 1996.  Fiscal Year 1996 profitability was 
achieved through a combination of factors, not the least significant of which 
was the $2.4 million gain on the sale of assets which is included in "Other 
Income" in the Consolidated Statement of Operations for the year ended July 
31, 1996.  Total revenue decreased in 1996 by approximately fourteen percent 
while gross profit increased from 33.8% to 37.3%.

     The revenue decline was a direct result of the cessation of operations 
of certain subsidiaries, most notably:  John F. Beasley Construction Company, 
Williams Enterprises, Inc. and Industrial Alloy Fabricators, Inc.  In Fiscal 
Year 1995, these operations accounted for revenue of approximately $11.5 
million and losses of $3.25 million, compared to revenue of approximately 
$280,000 and losses of $300,000 in Fiscal Year 1996.

     The Company's consolidated revenue in 1996 was down from 1995, but the 
revenues of the core companies each improved, some, such as Williams Steel 
Erection Company, Inc. and Williams Bridge Company, by more than 50%.  On 
aggregate, the five core companies increased revenue by approximately 39% 
from 1995 to 1996.  Management viewed this improvement as highly significant, 
particularly considering the Winter of 1996 was one of the worst in history.

     Another area of contrast from 1995 to 1996 was in expenses.  
Consolidated expenses declined from $15.5 million in Fiscal Year 1995 to 
$10.5 million in Fiscal Year 1996.  This decline was also primarily the 
result of the Company's decision to cease operations of the previously 
mentioned subsidiaries.

     Management believed that all the core companies would benefit from the 
improvements in the construction marketplace which are occurring in all the 
Company's traditional market areas.
          

Item 8.  Williams Industries, Incorporated Consolidated Financial Statements 
for the Years ended July 31, 1997, 1996 and 1995.

     (See pages which follow.)

Item 9.  Disagreements on Accounting and Financial Disclosures.

     None.

Part III

     Pursuant to General Instruction G(3) of Form 10-K, the information 
required by Part III (Items 10, 11, 12 and 13) is hereby incorporated by 
reference to the Company's definitive proxy statement to be filed with the 
Securities and Exchange Commission, pursuant to Regulation 14A promulgated 
under the Securities Exchange Act of 1934, in connection with the Company's 
Annual Meeting of Shareholders schedule to be held November 22, 1997.



Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

The following documents are filed as a part of this report:

1.  Consolidated Financial Statements of Williams Industries,
    Incorporated and Independent Auditors' Report.

       Report of Deloitte & Touche LLP.

       Consolidated Balance Sheets as of July 31, 1997 and 1996.

       Consolidated Statements of Operations for the Years Ended
       July 31, 1997, 1996 and 1995.

       Consolidated Statements of Stockholders' Equity (Deficiency 
       in Assets) for the Years Ended July 31, 1997, 1996 and 
       1995.

       Consolidated Statements of Cash Flows for the Years Ended 
       July 31, 1997, 1996 and 1995.

       Notes to Consolidated Financial Statements for the Years 
       Ended July 31, 1997, 1996 and 1995.

       Schedule II -- Valuation and Qualifying Accounts for 
       the Years Ended July 31, 1997, 1996, and 1995
       of Williams Industries, Incorporated.


(All included in this report in response to Item 8.)


2.  (a) Schedules to be Filed by Amendment to this Report.

        NONE

    (b)Exhibits:

(3)     Articles of Incorporation and By-laws.  Incorporated by 
reference to Exhibits 3(a) and 3(b) of the Company's 10-K for the 
fiscal year ended July 31, 1989.

(11)    Primary and Fully Diluted Earnings Per Share Calculation
for the year ended July 31, 1997.

(21)    Subsidiaries of the Company.
<TABLE>
<CAPTION>
     Name                                 State of
                                          Incorporation
    <S>                                       <C>
     Arthur Phillips & Company, Inc.*          MD
     John F. Beasley Construction Company*     TX
     Greenway Corporation                      MD
     IAF Transfer Corporation*                 VA
     Piedmont Metal Products, Inc.             VA
     Williams Bridge Company                   VA
     Williams Enterprises, Inc.*               DC
     Williams Equipment Corporation            DC
     Williams Industries Insurance Trust       VA
       Capital Benefit Administrators, Inc.    VA
       Construction Insurance Agency, Inc.     VA
       Insurance Risk Management Group, Inc.   VA
     WII Realty Management, Inc.               VA
     Williams Steel Erection Company           VA

     * Not Active 

(27)    Financial Data Schedule

</TABLE>
    (c)  A Form 8-K/A, amending a Form 8-K filed on
         April 2, 1997, accompanies this filing.
     

   


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                             WILLIAMS INDUSTRIES, INCORPORATED

October 17, 1997                /s/  Frank E. Williams, III
                                Frank E. Williams, III   
                                President, Chairman of the
                                Board
                                Chief Financial Officer