SecProbe.io

January 28, 2020
Randall R. Lay
Chief Financial Officer
Williams Industrial Services Group Inc.
100 Crescent Centre Parkway, Suite 1240
Tucker, Georgia 30084
Re:Williams Industrial Services Group Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 17, 2020
File No. 333-234702
Dear Mr. Lay:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement of Form S-1
Certain Material U.S. Federal Income Tax Consequences, page 45
1.We note that Thomson Hine LLP's opinion that investors should not recognize income or
loss in connection with the receipt or exercise of Rights but certain aspects of that
determination are not certain.   Please expand the discussion to further explain the facts or
circumstances resulting in this uncertainty.  Provide appropriate risk factor disclosure.
Please refer to Staff Legal Bulletin No. 19 Section III.C.4 for guidance.
2.Please remove the word "Certain" from the heading for this section.  Refer to Section
III.C.1 of Staff Legal Bulletin No. 19 for guidance.  We also note your statement in the
last paragraph in this section that "THE PRECEDING DISCUSSION OF CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX
ADVICE ...."  Investors are entitled to rely on the provided opinions.  Please revise to

 FirstName LastNameRandall R. Lay
 Comapany NameWilliams Industrial Services Group Inc.
 January 28, 2020 Page 2
 FirstName LastName
Randall R. Lay
Williams Industrial Services Group Inc.
January 28, 2020
Page 2
remove the inappropriate disclaimer and limitation on reliance.  For guidance, refer to
Section III.D.1 of Staff Legal Bulletin No. 19.
            You may contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Stuart Welburn, Esq.