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CORRESP
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corresp

Via EDGAR

April 20, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jay Ingram, Legal Branch Chief

    Re:

    Mistras Group, Inc.

Registration Statement on Form S-3

Filed April 15, 2011

File No. 333-173513

Ladies and Gentlemen:

Mistras Group, Inc., a Delaware corporation (the “Registrant”), is submitting this letter in
response to the comment from the Staff of the Division of Corporation Finance (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated April
19, 2011 (the “Comment Letter”) regarding the above referenced Registration Statement on Form S-3
(the “Registration Statement”).

We are filing herewith Amendment No. 1 to the Registration Statement in response to the Comment
Letter. Set forth below is the Staff’s comment contained in the Comment Letter and the
Registrant’s response.

Registration Statement on Form S-3

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 pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended. Please note that companies that rely on Section 305(b)(2) of the
Trust Indenture 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 Section
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/corpfin/guidance/tiainterp.htm.

Response

We respectfully inform the Staff that we will not know the name of the trustee at the time of
effectiveness of the Registration Statement, and, accordingly, will electronically file the Form
T-1 on a Form 305B2 after effectiveness. In response to the Staff’s comment, the Exhibit Index to
the Registration Statement has been amended to reflect that the Form T-1 will be filed in
accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939.

    Securities and Exchange Commission

    April 20, 2011

    Page 2

In addition, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), the Registrant hereby requests acceleration of the effective date of the above-referenced
Registration Statement to 3:00 p.m., Eastern Time, on April 22, 2011, or as soon thereafter as
practicable. The undersigned is aware of its obligations under the Securities Act and the
Securities Exchange Act of 1934, as amended.

     In support of its request for acceleration, the Registrant acknowledges that:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, such action does not foreclose the Commission 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 Registrant from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

    •

    the Registrant may not assert staff comments and 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.

If you have any questions, please do not hesitate to call the undersigned at (609) 716-4128.

    Very truly yours,

Mistras Group, Inc.

    /s/ Michael C. Keefe

    Michael C. Keefe

    Executive Vice President, General Counsel

and Secretary

    cc:

    Sheldon G. Nussbaum, Esq.

Fulbright & Jaworski L.L.P.

via facsimile at (212) 318-3400