SecProbe.io

April 19, 2011
 Mr. Michael C. Keefe, Esq. Executive Vice President and General Counsel
Mistras Group, Inc. 195 Clarksville Road
Princeton Junction, NJ  08550

Re: Mistras Group, Inc.
  Registration Statement on Form S-3
Filed April 15, 2011
  File No. 333-173513

Dear Mr. Keefe:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Exhibit Index, page II-8

1. You indicate that Exhibits 25.1 and 25.2 will be filed, if necessary, by a post-effective
amendment or as an exhibit to a report pursuan t to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended.  Please no te that companies that rely on Section
305(b)(2) of the Trust Indent ure Act of 1939, as amended, to  designate the trustee on a
delayed basis must separately file the Form  T-1 under the electronic form type “305B2.”
In this situation, companies should not file the Form T-1 in a post-effective amendment
to the registration statement or in a Form 8- K that is incorporated by reference into the
registration statement.  Refer to Sec tion 206.01 of the Trust Indenture Act of 1939
Compliance and Disclosure Interpretations , which can be found on our website at
http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm .

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Mr. Michael C. Keefe, Esq. Mistras Group, Inc. April 19, 2011 Page 2

possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Jessica Dickerson, Staff Attorn ey, at (202) 551-3749 or me at (202) 551-
3397 with any questions.
Sincerely,

Jay Ingram Legal Branch Chief
cc: Sheldon G. Nussbaum, Esq.  Fulbright & Jaworski L.L.P.  via facsimile at  (212) 318-3400