SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 8-K/A-2

                   Current Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Original Report                          March 15, 2004
Filing date of First Amendment                   March 26, 2004

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 Identification
 incorporation or organization)               Number)

     8624 J.D. Reading Drive                     20108
- ---------------------------------        ----------------------
(Address of Principal Executive                 (Zip Code)
 Offices)

         P.O. Box 1770                           20108
- ---------------------------------        ----------------------
(Mailing Address of Principal                   (Zip Code)
 Executive Offices)

                             (703) 335-7800
          ----------------------------------------------------
          (Registrant's telephone Number, including area code)



Item 4.  Changes in Registrant's Certifying Accountant.

The original report dated March 15, 2004 was previously amended as follows:

Add "or modified" in (a)(ii);
Change "taken" to "made and approved" in (a)(iii);
Add section (a)(v)

(a)   (1)

(i)  On March 11, 2004, the Company notified Aronson & Company
(Aronson) that it was dismissing Aronson as the Company's principal
independent certifying accountant.

(ii) Neither of Aronson's reports on the Company's financial statements
for the past two fiscal years contained an adverse opinion or
disclaimer of opinion, nor was either of such reports qualified or modified
as to uncertainty, audit scope, or accounting principles.

(iii) The decision to change accountants was (A) made and approved by the
Company's audit committee and (B) reported to the Board of Directors.

(iv) During the Company's two most recent fiscal years and the
subsequent interim period preceding Aronson's dismissal, there were no
disagreements between the Company and Aronson on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s), if not resolved to
Aronson's satisfaction, would have caused Aronson to make a reference
to the subject matter of the disagreement(s) in connection with its
reports.

(v) There were no reportable events during the Company's two most recent
fiscal years and the subsequent interim period preceding Aronson's dismissal.

Item 7.  Financial Statements and Exhibits

     Accountant's letter from Aronson & Company per Reg. S-K Item 304(a)(3)
     To be included by subsequent amendment.

     Letter dated March 30, 2004, included by this Amendment No. 2.

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 hereunto duly authorized.

                                Williams Industries, Incorporated

Date:  March 30, 2004
                                /s/ FRANK E. WILLIAMS, III
                               -------------------------------
                                Frank E. Williams, III, President