SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549

                              FORM 8-K

                           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 16, 1999


                  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.

The company issued the following press release on April 19, 1999:

Williams Industries, Inc. (Nasdaq-WMSI) today announced that the 
company has converted a significant portion of its long-term 
debt 
in a new agreement with United Bank (formerly George Mason 
Bank).   
The executed agreement substantially reduces the company's cash 
flow commitments while simultaneously reducing interest 
expense.  
The new agreement allowed the company to pay off the balance of 
its higher interest notes with some former asset based lenders 
while simultaneously stabilizing the company's cash commitments 
at 
extremely favorable rates for more than ten years.

     "I view this refinancing as an extremely positive 
affirmation 
of the company's continually improving financial health," Frank 
E. 
Williams, III, the company's chairman and CEO said.  In addition 
to dramatically improving the company's cash flow and reducing 
interest expense, the $4 million agreement moves a significant 
percentage of the company's debt that would have become current 
at 
fiscal year end, July 31, 1999, into a more stable, long-term 
facility.

     The new agreement combines obligations from several prior 
lenders and also establishes a new line of credit facility of 
more 
than $1 million for the company.  It is collaterized by some of 
the company's real estate and a portion of its equipment.

     "The new agreement with United Bank is extremely  favorable 
for the company.  We paid more than $150,000 in accelerated 
expenses and prepayment penalties associated with the old loans, 
but still will benefit greatly from the new agreement," Williams 
said, adding  "I find it somewhat ironic that we now have people 
competing to lend us money at great rates when three years ago 
we 
couldn't even get people to return our calls.   Maybe that makes 
us the textbook definition of a complete turnaround company." 

     The subsidiaries of Williams Industries, Inc. provide a 
wide 
range of quality, cost competitive services and products for the 
industrial, commercial and institutional construction markets.  
The construction and manufacturing services include:  steel and 
precast concrete erection; miscellaneous metals installation; 
the 
fabrication of welded steel plate girders; rolled steel beams, 
and 
light structural and other metal products; the construction, 
repair and rehabilitation of bridges; crane rental, heavy and 
specialized hauling and rigging; and a wide range of insurance 
services.

	For additional information, please go to the company's web 
site "www.wmsi.com" or call the investor relation's office at 
(703) 560-5196.



ITEM 7.  Exhibits

         EX 99    REVOLVING CREDIT AND TERM LOAN AGREEMENT dated
                  April 16, 1999.
     

                          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: April 19, 1999             /s/ Frank E. Williams, III
                             By: Frank E. Williams, III
                                 President