SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549

                              FORM 8-K/A

AMENDED CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 
of 1934

Date of Report (Date of earliest event reported) April 2, 1997


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


       Virginia              0-8190              54-0899518
   (State or other         (Commission        (I.R.S. Employer
   jurisdiction of         File Number)      identification No.)
    incorporation)

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

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

                        Not Applicable
  (Former names or former address if changes since last report)


Item 5. Other Events.

     As of March 31, 1997, the Company settled its Bank Group 
debt of approximately $8.5 million by the payment of 
approximately $1.9 million, the transfer of approximately $1 
million to the Company's existing real estate loan, and the 
issuance of convertible debentures in the aggregate amount of 
$500,000 due February 1, 2000 to the Bank Group members 
(NationsBank and The Federal Deposit Insurance Corporation).  
Upon completion of the transaction, the remaining Bank Group 
debt was forgiven.  The debentures are convertible at any time 
until maturity or payment into 20% of the Company's common stock 
outstanding and committed at the time of conversion.  The 
debentures provide that the
company may prepay them upon 30 days notice to the holders but 
the debentures nevertheless may be partially or fully converted 
prior to the expiration of the 30 day notice period.

     A portion of the funds required for the transaction were 
borrowed from CIT Group/Credit Finance, Inc. on a loan and 
security agreement which provides for a term loan of 
approximately $3 million, amortizing at $34,750 per month, plus 
interest at prime + 2.5%, with the entire balance due and 
payable on March 31, 2000, secured by substantially all of the 
Company's assets.

     The company has realized a substantial gain in this 
transaction, which will be included as an extraordinary gain in 
the company's third quarter financial statements for the quarter 
ending April 30, 1997.  Net of transaction costs and other 
charges associated with the transaction, the gain approximates 
$3 million.

                          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: October 17, 1997        /s/ Frank E. Williams, III
                             By: Frank E. Williams, III
                                 President