SecProbe.io

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 Document June 12, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission ATTN: Valeria Franks and Keira Nakada Washington, D.C. 20459 Re:    Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 Correspondence letter dated June 11, 2025 File No. 001-34481 Ladies and Gentlemen: Mistras Group, Inc. (the “Company”) is in receipt of your letter dated June 11, 2025, regarding your review of our June 2, 2025 response to your comment letter dated May 19, 2025. Please accept this letter as acknowledgement that the Company will provide reconciliations for all non-GAAP measures to comparable GAAP measures in future Annual Reports to Security Holders. Sincerely, /s/ Edward J. Prajzner Senior Executive Vice President and Chief Financial     Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Edward J. Prajzner
Senior Executive Vice President and Chief Financial Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, NJ 08550

 Re: Mistras Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-34481
Dear Edward J. Prajzner:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 11, 2025

Edward J. Prajzner
Senior Executive Vice President and Chief Financial Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, NJ 08550

 Re: Mistras Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Annual Report to Security Holders for Fiscal Year Ended December 31,
2024
 Response dated June 2, 2025
 File No. 001-34481
Dear Edward J. Prajzner:

 We have reviewed your June 2, 2025 response to our comment letter and
have the
following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our May 19,
2025 letter.

Annual Report to Security Holders for Fiscal Year Ended December 31, 2024
Key Financial Highlights

1. We read your response to prior comment 1. For all non-GAAP measures
presented,
 please include reconciliations to the comparable GAAP measures in future
Annual
 Reports to Security Holders. Refer to Item 100(a)(2) of Regulation G.
 June 11, 2025
Page 2

 Please contact Valeria Franks at 202-551-7705 or Keira Nakada at
202-551-3659 if
you have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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 Document June 2, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission ATTN: Valeria Franks and Keira Nakada Washington, D.C. 20459 Re:    Mistras Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 File No. 001-34481 Ladies and Gentlemen: Mistras Group, Inc. (the “Company”) is in receipt of your letter dated May 19, 2025, regarding your review of the filings referenced above. Please accept this letter as acknowledgement of the Company’s agreement with the comment referenced in the aforementioned letter. The Company will promptly revise its Annual Report to Security Holders for Fiscal Year Ended December 31, 2024 to include the following disclosure on pages 4 and 5 where non-GAAP measures are referenced: “As reported and reconciled in the Company’s Form 8-K filed on March 5, 2025.” The Company believes the incorporation of this disclosure is in accordance with the comment set forth in your May 19, 2025 letter. Sincerely, /s/ Edward J. Prajzner Senior Executive Vice President and Chief Financial     Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2025

Edward J. Prajzner
Senior Executive Vice President and Chief Financial Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, NJ 08550

 Re: Mistras Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Annual Report to Security Holders for Fiscal Year Ended December 31,
2024
 File No. 001-34481
Dear Edward J. Prajzner:

 We have reviewed your filings and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Annual Report to Security Holders for Fiscal Year Ended December 31, 2024
Key Financial Highlights

1. You present the non-GAAP measures of adjusted EBITDA, free cash flow,
non-
 GAAP net income and adjusted earnings per share on pages 4 and 5 of your
Annual
 Report to Security Holders. Please revise to include a reconciliation of
these non-
 GAAP measures to the most directly comparable GAAP measure as required
by Item
 100(a)(2) of Regulation G.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 May 19, 2025
Page 2

 Please contact Valeria Franks at 202-551-7705 or Keira Nakada at
202-551-3659 with
any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
December 15, 2023
Dennis Bertolotti
Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
Re:Mistras Group, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 12, 2023
File No. 001-34481
Dear Dennis Bertolotti:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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Document

December 12, 2023

Division of Corporation Finance

U.S. Securities and Exchange Commission

Washington, D.C. 20459

Re:    Mistras Group, Inc.

Definitive Proxy Statement on Schedule 14A

Filed April 12, 2023

File No. 001-34481

Ladies and Gentlemen:

Mistras Group, Inc. (the “Company”) is in receipt of your letter dated November 9, 2023, regarding your limited review of the filing referenced above.  Please accept this letter as the Company’s confirmation that it will revise its future proxy disclosures in accordance with the topics and comments set forth in your November 9, 2023 letter.

Sincerely,

/s/ Michael C. Keefe

Executive Vice President, General

     Counsel and Secretary

United States securities and exchange commission logo
November 9, 2023
Dennis Bertolotti
Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
Re:Mistras Group, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 12, 2023
File No. 001-34481
Dear Dennis Bertolotti:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 12, 2023
Pay versus Performance, page 40
1.Please identify each named executive officer included in the calculation of average non-
PEO compensation, and the fiscal years in which such persons are included. You may
provide this information in a footnote to the pay versus performance table. See Regulation
S-K Item 402(v)(3).
2.Although the graph at the bottom of page 42 is titled "PEO and Average NEO
Compensation Actually Paid Versus Mistras Group, Inc. Adjusted EBITDA," your
Company-Selected Measure, as disclosed in the pay versus performance table, is
"Adjusted EBITDAS." In addition, some of the dollar amounts plotted on the graph
correspond to Adjusted EBITDAS as disclosed in the pay versus performance table, but
other dollar amounts do not. Please ensure that you include relationship disclosure
between your Company-Selected Measure and compensation actually paid. See
Regulation S-K Item 402(v)(5)(iii).
            Please contact Marion Graham at 202-551-6521 or Jennifer Zepralka at 202-551-
2243 with any questions.

 FirstName LastNameDennis Bertolotti
 Comapany NameMistras Group, Inc.
 November 9, 2023 Page 2
 FirstName LastName
Dennis Bertolotti
Mistras Group, Inc.
November 9, 2023
Page 2
Sincerely,
Division of Corporation Finance
Disclosure Review Program

Mail Stop 4631

February 2, 2017

Via E-mail
Mr. Jonathan H. Wolk
Chief Financial Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, NJ  08550

Re: Mistras Group, Inc.
 Form 10 -K for Fiscal Year Ended May 31, 2016
Filed August 15, 2016
File No. 1-34481

Dear Mr. Wolk :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of  their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

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		Document

January 27, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:    John Cash, Branch Chief

Re:    Mistras Group, Inc.

Form 10-K for the Fiscal Year Ended May 31, 2016

Filed August 15, 2016

File No. 1-34481

Ladies and Gentlemen:

Mistras Group, Inc. (“Mistras” or the “Company”) is submitting this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated January 23, 2017 (the “January 23rd Comment Letter”) relating to the Form 10-K referenced above.  Please find our responses to the January 23rd Comment Letter below.  For your convenience, each of the comments in the January 23rd Comment Letter is included immediately preceding our response to the comment, and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the January 23rd Comment Letter.

Staff Comment #1:

Liquidity and Capital Resources, Page 39

1. You appear to have characterized free cash flow as an operating performance measure on page 31. However, your definition of free cash flow as cash provided by operating activities less capital expenditures indicates free cash flow is a liquidity measure. Please revise or advise. In addition, please provide a reconciliation for the free cash flow measure to the most comparable GAAP measure in accordance with Item 10(e)(1)(i)(b) of Regulation S-K.

Response to Comment #1:

The Company respectfully acknowledges the Staff’s comment. To the extent that the Company includes free cash flow in future filings, the Company proposes to clarify its characterization as a liquidity measure in a manner similar to the marked versions of the paragraphs cited below:

1.

 The penultimate paragraph on page 31:

“In the MD&A section "Liquidity and Capital Resources", we use the term "free cash flow" as a non-GAAP liquidity measurement. We define free cash flow as cash provided by operating activities less capital expenditures (which are purchases of property, plant and equipment and of intangible assets and classified as an investing activity). Free cash flow, which does not represent residual cash flow available for discretionary expenditures since items such as debt repayments are not deducted in determining such measures, for fiscal 2016 was $51.9 million, consisting of $68.1 million of operating cash flow less $16.2

million of capital expenditures. For fiscal 2015, free cash flow was $33.9 million consisting of $49.8 million of operating cash flow less $16.0 million of capital expenditures.”

2.

 The last paragraph on page 31:

“We believe investors and other users of our financial statements benefit from the presentation Adjusted EBITDA and "Income before special items” for each of our three segments and the "Total Company", and free cash flow in evaluating our operating performance because they provide additional tools to compare our operating performance and liquidity on a consistent basis and measure underlying trends and results in our business.”

With respect to the Staff’s request to provide a reconciliation for the free cash flow measure to the most comparable GAAP measure, we respectfully direct the staff to the last sentence of the penultimate paragraph of Page 31 referenced above, which the Company believes complies with the reconciliation requirements of Item 10(e)(1)(i)(b) of Regulation S-K in narrative form. That sentence reconciles free cash flow to the most comparable GAAP measure (i.e., operating cash flow), by defining and quantifying the sum of the two components of capital expenditures which reduce operating cash flow (i.e., purchase of property, plant and equipment and of intangible assets, both of which are itemized separately in our statement of cash flows), to arrive at free cash flow.

To the extent the Company includes free cash flow in future filings, the Company will utilize a table instead of a sentence to comply with the reconciliation requirements of Item 10(e)(1)(i)(b) of Regulation S-X, in a manner similar to the table below.

Free Cash Flow

 5/31/2016

 5/31/2015

 5/31/2014

GAAP:  Net Cash Provided from Operating Activities

 68,124

 49,840

 36,873

Less:

   Purchases of property, plant and equipment

 (14,864

 )

 (15,104

 )

 (16,871

 )

   Purchases of intangible assets

 (1,315

 )

 (866

 )

 (708

 )

Free Cash Flow

 51,945

 33,870

 19,294

Staff Comment #2:

Item 8 - Financial Statements and Supplementary Data

Consolidated Statements of Income, Page 48

2. Please tell us what consideration you gave to separately presenting revenue from the sale of products and systems and revenue derived from providing services on the face of your statements of operations. Refer to Rule 5-03(b) of Regulation S-X.

Response to Comment #2:

The Company respectfully acknowledges the Staff’s comment. Rule 5-03(b) of Regulation S-X states that “if income is derived from one or more of the subcaptions of Section 210.5-03.1, each class which is not more than 10 percent of the sum of the items may be combined with another class.”

We supplementally advise the Staff that the aggregate of the Company’s revenues from sales of products and systems represented 5% of total revenues in 2016 and 2015 and 7% in 2014. Accordingly, the Company concluded that separate disclosure of revenue from products and systems was not required on the face of our consolidated statement of income.  If the amount of revenues from products and systems should exceed 10% of total revenues in the future, the appropriate presentation of revenues will be made.

The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

•

 The Company may not assert Staff comments 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) 716-4103.

Very truly yours,

Mistras Group, Inc.

 /s/ Jonathan H. Wolk

Jonathan H. Wolk

Senior Executive Vice President and CFO

Mail Stop 4631

January 23, 2017

Via E-mail
Mr. Jonathan H. Wolk
Chief Financial Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, NJ  08550

Re: Mistras Group, Inc.
 Form 10 -K for Fiscal Year Ended May 31, 2016
Filed August 15, 2016
File No. 1-34481

Dear Mr. Wolk :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Managements’ Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Res ources, Page 39

1. You appear to have characterized free cash flow as an operating performance measure on
page 31.  However, your definition of free cash flow as cash provided by operating
activities less capital expenditures indicates free cash flow is a li quidity measure.  Please
revise or advise.  In addition, please provide a reconciliation for the free cash flow
measure to the most comparable GAAP measure in accordance with Item 10(e)( 1)(i)(b)
of Regulation S -K.

Mr. Jonathan H. Wolk
Mistras Group, Inc.
January 23, 2017
Page 2

 Item 8 - Financial Statements and Supplementary Data

Consolidated Statements of Income, page 48

2. Please tell us what consideration you gave to separately presenting revenue from the sale
of products and systems and revenue derived from providing services on the face of your
statements  of operations.  Refer to Rule 5 -03(b) of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact SiSi Cheng , Staff Accountant,  at (202) 551 -5004 or Jeff Gordon  at
(202) 551 -3866 if you have any questions.

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

Mail Stop 4631
March 1 , 2016

Via E -mail
Mr. Jonathan H. Wolk, Executive Vice President and CFO
Mistras Group, Inc.
195 Clarksville Rd.
Princeton Junction, NJ  08550

Re: Mistras  Group, Inc.
 Form 10-K for the year ended May 31, 2015
Filed August 12, 2015
File No. 1 -34481

Dear Mr. Wolk :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

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February 29, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:    John Cash, Branch Chief

         Mindy Hooker

Re:    Mistras Group, Inc.

Form 10-K for the Fiscal Year Ended May 31, 2015

Form 10-Q for the six months ended November 30, 2015

Ladies and Gentlemen:

Mistras Group, Inc. (“Mistras” or the “Company”) is submitting this letter in response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 23, 2016 (the “February 23rd Comment Letter”) relating to the reports referenced above.  Please find our response to the February 23rd Comment Letter below.  For your convenience, the comment in the February 23rd Comment Letter is included immediately preceding our response.

Staff Comment #1:

Form 10-Q for the six months ended November 30, 2015

Notes to the Unaudited Condensed Consolidated Financial Statements

Immaterial Correction, page 5

1. We have reviewed your response to prior comment five.  We note that you identified errors in the statement of cash flows for the six months ended November 30, 2014 during the preparation of your August 31, 2015 Form 10-Q.  Given that the errors were identified subsequent to the filing of your May 31, 2015 Form 10-K, please tell us whether any of these errors also impacted the financial statements presented in your Form 10-K for the year ended May 31, 2015.  If so, please quantify any errors that impacted your financial statements for the year ended May 31, 2015 and explain to us how you determined that they were not material, if appropriate.

Response to Comment #1:

The Company respectfully acknowledges the Staff’s comment.    Certain of the errors that were identified in our consolidated statement of cash flows for the six-months ended November 30, 2014, also impacted our consolidated statement of cash flows for the year ended May 31, 2015.  The impact of those errors is summarized as follows:

 (in thousands)

 Previously

 Reported

 Revised

Cash flows from operating activities:

     Accounts payable

 $

 (6,281

 )

 $

 (6,571

 )

     Accrued expenses and other liabilities

 2,500

 2,006

        Net cash provided by operating activities

 50,624

 49,840

Cash flows from investing activities:

     Acquisition of businesses, net of cash acquired

 (34,967

 )

 (34,677

 )

        Net cash used in investing activities

 (49,941

 )

 (49,651

 )

Cash flows from financing activities:

     Repayment of long-term debt

 (9,224

 )

 (11,457

 )

     Net borrowings from revolver

 21,914

 23,500

     Proceeds from borrowings of long-term debt

 —

 2,232

        Net cash provided by financing activities

 481

 2,066

     Effect of exchange rate changes on cash and cash equivalents

 (629

 )

 (1,720

 )

As discussed below, management evaluated the materiality of these errors in accordance with SEC Staff Accounting Bulletin (SAB) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that, based upon the total mix of information, the errors were not material.

From a quantitative perspective, management considered that the errors were isolated to the Company’s consolidated statement of net cash flows and were not considered to materially impact previously reported amounts of cash flows from operating, investing, or financing activities or the effects of exchange rate changes on cash and cash equivalents, in the context of our consolidated financial statements.

From a qualitative perspective, management considered various factors, noting that the misstatements were the result of unintentional errors, and do not:

•

 Mask a change in earnings (no impact on reported earnings) or other trends;

•

 Cause a material change in previously reported trends. Most notably, cash from operating activities (as adjusted) represented a 35% improvement over prior year, similar in magnitude to the 37% that was previously reported;

•

 Hide a failure to meet analysts’ consensus expectations, as analysts do not publish their expectations of our cash flows;

•

 Impact our reported segment results;

•

 Affect our compliance with regulatory requirements, loan covenants or other contractual requirements;

•

 Affect management’s compensation; or

•

 Involve concealment of an unlawful transaction.

On the basis described above, management believes that there is not a substantial likelihood that the errors would have been viewed by a reasonable investor as having significantly altered the total mix of information made available, and accordingly concluded that the errors, individually and in the aggregate, were not material.

Management intends to disclose these immaterial corrections in the footnotes to its consolidated financial statements in its upcoming Form 10-K for the fiscal year that will end on May 31, 2016, in a manner similar to the disclosure that the Company made in its November 30, 2015 Form 10-Q.

If you have any questions, please do not hesitate to call the undersigned at (609) 716-4103.

Very truly yours,

Mistras Group, Inc.

/s/ Jonathan H. Wolk

Jonathan H. Wolk

Executive Vice President and CFO

Mail Stop 4631

February 23, 2016

Via E -mail
Mr. Jonathan H. Wolk, Executive Vice President and CFO
Mistras Group, Inc.
195 Clarksville Rd.
Princeton Junction, NJ  08550

Re: Mistras  Group, Inc.
 Form 10-K for the year ended May 31, 2015
Filed August 12, 2015
Form 10 -Q for the six months ended November 30, 2015
Filed January 8, 2016
File No. 1 -34481

Dear Mr. Wolk :

We have reviewed  your February 17, 2016  response to our comment  letter  and have the
following comment .  In some our comment s, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances, please  tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our February 5,
2016  letter .

Form 10 -Q for the six months ended November 30, 2015

Notes to the Unaudited Condensed Consolidated Financial Statement

Immaterial Correction, p age 5

1. We have reviewed your response to prior comment five.  We note that you identified
errors in the statement of cash flows for  the six months ended November 30, 2014 during
the preparation of your August 31, 2015 Form 10 -Q.  Given that the errors were
identified subsequent to the filing of your May 31, 2015 Form 10 -K, please tell us
whether any of these errors also impacted the financial statements presented in your Form
10-K for the year ended May 31, 2015.  If so, please quantify any errors that impa cted

Mr. Jonathan H. Wolk
Mistras Group, Inc.
February 23, 2016
Page 2

 your financial statements for the year ended May 31, 2015 and explain to us how you
determined that they were not material, if appropriate.

You may contact  Mindy Hooker  at (202) 551 -3732 or Jeff Gordon  at (202) 551 -3866 if
you have questions regardin g comments on the financial statements and related matters.  Please
contact me at (202) 551 -3768 with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

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		CORRESP

February 17, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:    John Cash, Branch Chief

         Mindy Hooker

Re:        Mistras Group, Inc.

Form 10-K for the Fiscal Year Ended May 31, 2015

Definitive Proxy Statement on Schedule 14A filed September 9, 2015

Form 10-Q for the six months ended November 30, 2015

Ladies and Gentlemen:

Mistras Group, Inc. (“Mistras” or the “Company”) is submitting this letter in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 5, 2016 (the “February 5th Comment Letter”) relating to the reports referenced above.  Please find our responses to the February 5th Comment Letter below.  For your convenience, each of the comments in the February 5th Comment Letter is included immediately preceding our response to the comment, and the headings and numbered responses in this response letter correspond to the headings and numbered comments contained in the February 5th Comment Letter.

Staff Comment #1:

Form 10-K for the year ended May 31, 2015

Item 1. Business, page 3

1. We note disclosures in your third and fourth quarter FY 2015 quarterly calls that you have substantial backlog. In future filings, when material to your business and operations, please provide the disclosure required by Item 101(c)(1)(viii) of Regulation S-K.

Response to Comment #1:

The Company respectfully acknowledges the Staff’s comment.  In future filings, when material to our business and operations, we will provide the disclosure required by Item 101(c)(1)(viii) of Regulation S-K.

Staff Comment #2:

Definitive Proxy Statement on Schedule 14A filed September 9, 2015

Equity Plan, page 20

2. In future filings, please address how you determined the amount of restricted stock units awarded to your named executive officers. See Item 402(b) of Regulation S-K.

Response to Comment #2:

The Company respectfully acknowledges the Staff’s comment.  In the Company’s next Definitive Proxy Statement on Schedule 14A, the Company will include disclosure on how the amount of restricted stock units awarded to our named executive officers is determined.

Staff Comment #3:

Notes to the Consolidated Financial Statements

1. Description of Business and Basis of Presentation, page 56

Principles of Consolidation, page 56

3. We read that ‘the accompanying unaudited condensed consolidation financial statements…’ Please revise future filings, if appropriate, to clearly indicate that your Form 10-K includes the annual audited financial statements of Mistras Group, Inc.

Response to Comment #3:

The Company respectfully acknowledges the Staff’s comment and will revise future 10-K fillings to clearly indicate that the report includes the annual audited consolidated financial statements of Mistras Group, Inc.

Staff Comment #4:

18. Commitments and Contingencies, page 72

Litigation and Government Investigations, page 72

4. We note the allegations regarding your radiography work on the construction of pipeline projects in the U.S. and that the project owner is claiming damages as a result of the alleged quality defects of your x-ray images. Please tell us and revise future periodic disclosures to quantify the amount of the damages being sought.

Response to Comment #4:

The Company respectfully acknowledges the Staff’s comment.  No lawsuit has been filed at this time regarding these projects, as disclosed in the Company’s periodic reports, and the Company has not received a demand or request for payment.  In addition, the Company has not received any communication from the project owner regarding the damages, if any, incurred as a result of the Company’s allegedly defective work.  Accordingly, the Company is not able to quantify the amount of damages, if any, at this time.  If the amount of damages being sought can be quantified or are communicated to the Company by the project owner in the future, the Company will make the appropriate disclosure in future reports.

Staff Comment #5:

Form 10-Q for the six months ended November 30, 2015

Notes to the Unaudited Condensed Consolidated Financial Statements

Immaterial Correction, page 5

5. We read that subsequent to the issuance of your interim consolidated financial statement as of and for the three and six months ended November 30, 2014 you identified errors in your cash flow statement classification. Please tell us when you identified the issues and specifically explain the circumstances which led to the error.

Response to Comment #5:

The Company respectfully acknowledges the Staff’s comment.  Management identified errors in the Company’s consolidated statement of cash flows pertaining to the six month period ended November 30, 2014 during the preparation of the Company’s August 31, 2015 Form 10-Q.  The circumstances which led to the errors related to (i) the failure of the employee responsible for the preparation of the consolidated statement of cash flows at that time to properly recognize and/or account for the statement of cash flows consequences of certain transactions (in particular, a business combination, foreign currency translations and transactions, and certain other matters), and (ii) a failure in the design of certain controls to detect misstatements in our consolidated statement of cash flows. As disclosed in our November 30, 2015 Form 10-Q, in accordance with the SEC Staff Accounting Bulletin (SAB) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of these errors from qualitative and quantitative perspectives, and concluded that the misstatements were immaterial. As a result of the errors: (i) certain personnel changes have been made, including the employee who was responsible for preparing the consolidated statements of cash flow during Fiscal 2015, and (ii) the design of certain controls over the review of the consolidated statement of cash flows has been enhanced. Further, as a result of management’s analysis of the potential misstatements that could have occurred as a result of the identified deficiencies, we determined that the deficiencies and related enhancements in our internal control over financial reporting did not require disclosure in Item 4 of our November 30, 2015 Form 10-Q.

The Company respectfully acknowledges that all persons who are responsible for the accuracy and adequacy of the disclosure in the filing are certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. The Company and its management are in possession of all facts relating to the Company’s disclosure and are responsible for the accuracy and adequacy of the disclosures made.

The Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Company’s filings; and

•

 The Company may not assert Staff comments 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) 716-4103.

Very truly yours,

Mistras Group, Inc.

/s/ Jonathan H. Wolk

Jonathan H. Wolk

Executive Vice President and CFO

Mail Stop 4631
February 5, 2016

Via E -mail
Mr. Jonathan H. Wolk, Executive Vice President and CFO
Mistras Group, Inc.
195 Clarksville Rd.
Princeton  Junction , NJ  08550

Re: Mistras  Group, Inc.
 Form 10-K for the year ended May 31, 2015
Filed August 12, 2015
Form 10 -Q for the six months ended November 30, 2015
Filed January 8, 2016
File No. 1 -34481

Dear Mr. Wolk :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended May 31, 2015

Item 1.  Business, page 3

1. We note disclosures in your third and fourth quarter FY 2015 quarterly calls that you
have substantial backlog.  In future filings, when material to your business and
operations, please provide the disclosure required by Item 101(c)(1)(viii) of Regulation
S-K.

Definitive Proxy Statement on Schedule 14A filed September 9, 2015

Equity Plan, page 20

2. In future filings, please address how you determined the amount of restricted st ock units
awarded to your named executive officers.  See Item 402(b) of Regulation S -K.

Mr. Jonathan H. Wolk
Mistras Group, Inc.
February 5, 2016
Page 2

 Notes to the Consolidated Financial Statements

1. Description of Business and Basis of Presentation, page 56

Principles of Consolidation, page 56

3. We read that  ‘the accompanying unaudited  condensed consolidation financial
statements…’  Please revise future filings, if appropriate, to clearly indicate that your
Form 10 -K includes the annual audited financial statements of Mistras Group, Inc.

18. Com mitments and Contingencies, page 72

Litigation and Government Investigations, page 72

4. We note the allegations regardin g your radiography work on the construction of pipeline
projects i n the U.S. and that the project  owner is claiming damages as a result  of the
alleged quality defects of your x -ray images.  Please tell us and revise future periodic
disclosures to quantify the amount of the damages being sought.

Form 10 -Q for the six months ended November 30, 2015

Notes to the Unaudited Condensed Consoli dated Financial Statement

Immaterial Correction, page 5

5. We read that subsequent to the issuance of your interim consolidated financial statement
as of and for the three and six months ended November 30, 2014 you identified errors in
your cash flow statem ent classification.  Please tell us when you identified the issues and
specifically explain the circumstances which led to the error.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have mad e.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Jonathan H. Wolk
Mistras Group, Inc.
February 5, 2016
Page 3

  the company may not assert staff comments as a defense in any proceedin g initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact  Mindy Hooker  at (202) 551 -3732  or Jeff Gordon  at (202) 551 -3866  if
you have questions regarding comments on the financial statements and re lated matters.  Please
contact Chris Ronne  at (202) 551 -6156  or me at (202) 551 -3768  with any other questions.

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

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

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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

March 1, 2011

Via U.S. Mail and Facsimile

Mr. Sotirios J. Vahaviolos Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, NJ 08550
Re: Mistras Group, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2010
Filed August 17, 2010  Definitive Proxy Statement on Schedule 14A Filed September 16, 2010  Form 10-Q for the Quarterly Period Ended November 30, 2010
Filed January 13, 2011 File No. 001-34481

Dear Mr. Vahaviolos:
We have completed our review of your fili ngs and do not have any further comments at
this time.

Sincerely,    Jay Ingram Legal Branch Chief

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HQTS: P: (609) 716-4000 • F: (609) 716-0706

195 Clarksville Road • Princeton Jct., NJ 08550

www.mistrasgroup.com

Via EDGAR, Overnight Courier and Facsimile

February 24, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Jay Ingram, Legal Branch Chief

    Erin K. Jaskot, Staff Attorney

    Re:

    Mistras Group, Inc.

    Form 10-K for the Fiscal Year Ended May 31, 2010

    Filed August 17, 2010

    Definitive Proxy Statement on Schedule 14A

    Filed September 16, 2010

Ladies and Gentlemen:

Mistras Group, Inc. (“Mistras” or the “Company”) is submitting this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter dated February 18, 2011 (the “February 18 Comment Letter”) relating to the
reports referenced above. The February 18 Comment Letter pertains to Company’s letter dated
February 11, 2011, in which the Company responded to the Staff’s comment letter to the Company
dated January 28, 2011. Please find our responses to the February 18 Comment Letter below. For
your convenience, each of the comments in the February 18 Comment Letter is included immediately
preceding our response to the comment, and the headings and numbered responses in this response
letter correspond to the headings and numbered comments contained in the February 18 Comment
Letter.

Form 10-K for the Fiscal Year Ended May 31, 2010

Staff Comment #1:

Business, page 3

General

    1.

    We note your response to comment two in our letter dated January 28, 2011.
Please confirm that you will provide disclosure regarding the extent to which the
business of your segments is seasonal in your Business section in future filings. We
note that the revised disclosure you have included in your response is included within
the Risk Factors. See Item 101(c)(v) of Regulation S-K.

Response to Comment #1:

The Company respectfully acknowledges the Staff’s comment. The Company confirms that it will
provide disclosure regarding the seasonality of its segments in the Business section of future
filings as required by Item 101(c)(v) of Regulation S-K.

    Securities and Exchange Commission

    February 24, 2011

    Page 2

Definitive Proxy Statement on Schedule 14A

Staff Comment #2:

Compensation Discussion and Analysis, page 16

Annual Cash Incentives, page 17

    2.

    We note your response to Comment 15 in our letter dated January 28, 2011,
however, given your disclosure on page 17 stating that each executive officer has the
potential to earn cash incentives based upon a percentage of his or her base salary,
and the cash incentives were principally based upon a pre-determined performance
targets for revenue and adjusted EBITDA, we are not able to concur with your view that
you did not have an incentive plan as that term is defined in Item 402(a)(6)(iii) of
Regulation S-K. We recognize that because you did not meet targets, the bonuses
ultimately paid to your named executive officers were discretionary. However, despite
the fact that the applicable performance targets were not met, Item 402(d)(2)(iii)
requires that the potential payments that could have been made pursuant under your
annual cash incentive plan be disclosed in the Grants of Plan-Based Awards table.
Please confirm that in your future filings, you will provide the requisite disclosure
in the Grants of Plan-Based Awards table for any such incentive plan, or advise us as
to why you believe such disclosure was not required.

Response to Comment #2:

The Company respectfully acknowledges the Staff’s comment. The Company confirms that in future
filings, it will make the requisite disclosure in the Grants of Plan-Based Award table for its
incentive plans. Please note that the Company’s Compensation Committee recently adopted incentive
compensation plans, as disclosed in the Current Report on Form 8-K filed February 14, 2011.

The Company acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the Company’s filings;
and

    •

    The Company may not assert Staff comments 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

February 18, 2011

Mr. Sotirios J. Vahaviolos Chairman, Chief Executive Officer and President Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550
Re: Mistras Group, Inc.
 Form 10-K for the Fiscal Year Ended May 31, 2010
Filed August 17, 2010  Definitive Proxy Statement on Schedule 14A Filed September 16, 2010

Dear Mr. Vahaviolos:
 We have reviewed your response letter date d February 11, 2011 and have the following
additional comments. If you disagree, we will cons ider your explanation as to why our comment
is inapplicable. In some of our comments, we  may ask you to provide us with supplemental
information so we may better understand your disclosure.              Form 10-K for the Year Ended May 31, 2010

Business, page 3

General

1. We note your response to comment two in our letter dated January 28, 2011.  Please
confirm that you will provide disclosure rega rding the extent to which the business of
your segments is seasonal in your Business section in future filings.  We note that the revised disclosure you have included in your  response is included within the Risk
Factors.  See
 Item 101(c)(v) of Regulation S-K.
 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 16

 Annual Cash Incentives, page 17

2. We note your response to comment 15 in our  letter dated January 28, 2011,  however,
given your disclosure on page 17 stating that each executive officer had the potential to
earn cash incentives based upon a percentage of  his or her base salary, and the cash

Mr. Sotirios J. Vahaviolos Mistras Group, Inc.
  February 18, 2011   Page 2

incentives were principally based on pre-dete rmined performance targets for revenue and
adjusted EBITDA, we are not able to concur  with your view that you did not have an
incentive plan as that term is defined in Item 402(a)(6)(iii) of Regulation S-K.  We
recognize that because you did not meet such targets, the bonuses ultimately paid to your named executive officers were discretionary.  However, despite the fact that the
applicable performance targets were not me t, Item 402(d)(2)(iii) requires that the
potential payments that could have been made pursuant under your annual cash incentive
plan be disclosed in the Grants of Plan-Bas ed Awards table.  Please confirm that in your
future filings you will provide the requisite disclosure in the Grants of Plan-Based
Awards table for any such incentive plan, or  advise us as to why you believe such
disclosure was not required.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response. Please furn ish a letter that keys your responses to our
comments and provides any requested supplemen tal information. Detailed response letters
greatly facilitate our review. Please file your re sponse letter on EDGAR. Please understand that
we may have additional comments after re viewing your responses to our comments.
 You may contact Erin Jaskot, Staff Attorney, at (202) 551- 3442, or me at (202) 551-3397
with any questions.

Sincerely,

  Jay Ingram Legal Branch Chief

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HQTS: P: (609) 716-4000 • F: (609) 716-0706

195 Clarksville Road • Princeton Jct., NJ 08550

www.mistrasgroup.com

Via EDGAR, Overnight Courier and Facsimile

February 11, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Jay Ingram, Legal Branch Chief

Erin K. Jaskot, Staff Attorney

    Re:

    Mistras Group, Inc.

Form 10-K for the Fiscal Year Ended May 31, 2010

Filed August 17, 2010

Definitive Proxy Statement on Schedule 14A

Filed September 16, 2010

Form 10-Q for the Quarterly Period Ended November 30, 2010

Filed January 13, 2010

File No. 001-34481

Ladies and Gentlemen:

Mistras Group, Inc. (“Mistras” or the “Company”) is submitting this letter in response to the
comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter dated January 28, 2011 (the “Comment Letter”) regarding the Company’s Form
10-K for the fiscal year ended May 31, 2010, Definitive Proxy Statement on Schedule 14A and Form
10-Q for the quarterly period ended November 30, 2010. Please find our responses to the Staff’s
comments below. For your convenience, each of the comments in the Comment Letter is included
immediately preceding our response to the comment, and the headings and numbered responses in this
response letter correspond to the headings and numbered comments contained in the Comment Letter.

Form 10-K for the Fiscal Year Ended May 31, 2010

Staff Comment #1:

Business, page 3

General

    1.

    In future filings, please include the information required by Item 101(b) of
Regulation S-K. In addition, please include a general discussion of your three
financial segments within your Business section.

Response to Comment #1:

The Company respectfully acknowledges the Staff’s comment. In the Company’s next filing on Form
10-K, and other future filings which require the disclosures in Item 101(b) of Regulation S-K, the
Company will include a general discussion of its three financial segments within the Business section. The Company expects
such discussion to be presented as follows:

    Securities and Exchange Commission

    February 11, 2011

    Page 2

The Company has three financial segments:

    •

    Services. This segment provides primarily asset protection solutions in North
and Central America with the largest concentration in the United States, consisting
primarily of non-destructive testing and inspection services that are used to evaluate
the structural integrity of critical energy, industrial and public infrastructure.

    •

    Products and Systems. This segment designs, manufactures, sells, installs and
services our asset protection products and systems, including equipment and
instrumentation, predominantly in the United States.

    •

    International. This segment offers services, products and systems similar to
those of our Services and Products and Systems segments to global markets, principally
in Europe, the Middle East, Africa, Asia and South America, but not to customers in
China and South Korea, which are served by our Products and Systems segment.

For discussion of segment revenues, operating results and other financial information, see
Management’s Discussion and Analysis of Financial Condition and Results of Operations which
begins on page [xx], as well as the Notes to the Consolidated Financial Statements which
begin on page [xx].

Staff Comment #2:

    2.

    We note your disclosure on page 28 that your business is seasonal. In future
filings, please provide disclosure regarding the extent to which the business of your
segment(s) is or may be seasonal. See Item 101(c)(v) or Regulation S-K.

Response to Comment #2:

The Company respectfully acknowledges the Staff’s comment. In the Company’s next filing on Form
10-K, the Company will disclose that the seasonality of its business primarily relates to the
Services segment. The Company may include additional disclosure that presents revenues by quarter
for the most recent fiscal year to disclose more clearly the impact of this seasonality on
revenues. An example of such disclosure is as follows:

     Our business is seasonal. This seasonality relates primarily to our Services
segment. Our first and third fiscal quarter revenues for our Services segment
are typically lower than our revenues in the second and fourth fiscal quarters because
demand for our asset protection solutions from the oil and gas as well as the fossil and
nuclear power industries increases during their non-peak production periods. For instance,
U.S. refineries’ non-peak periods are generally in our second fiscal quarter, when they are
retooling to produce more heating oil for winter, and in our fourth fiscal quarter, when
they are retooling to produce more gasoline for summer. Our quarterly Services segment
revenues for the fiscal year ended May 31, 2011, as a percentage of total Services revenues
for the same period, was XX% (1st quarter) XX% (2nd quarter), XX%
(3rd quarter), and XX% (4th quarter). As a result of these trends,
we generally have reduced cash flows in our second and fourth fiscal quarters, which may
require us to borrow under our credit agreement or to discontinue or curtail some of our
operations. In addition, most of our operating expenses, such as employee compensation and
property rental expense, are relatively fixed over the short term. Moreover, our spending
levels are based in part on our expectations regarding future revenues. As a result, if
revenues for a particular quarter are below expectations, we may not be able to
proportionately reduce operating expenses for that quarter. We expect that the impact of
seasonality on our first and third fiscal quarter revenues and profitability and second and
fourth fiscal quarter cash flows will continue.

Staff Comment #3:

    3.

    We note your disclosure on page 31 that you rely on a limited number of
suppliers to provide you with radioisotopes and certain electronic components. To the
extent material, in future filings please provide a discussion of your sources and
availability of raw materials. See Item 101 (c)(iii) of Regulation S-K.

    Securities and Exchange Commission

    February 11, 2011

    Page 3

Response to Comment #3:

The Company respectfully acknowledges the Staff’s comment. The Company will continue to monitor
its supply of radioisotopes and certain electronic components on a regular basis. To the extent
material, the Company will provide a discussion of the sources and availability of these raw
materials in its future filings on Form 10-K and to the extent necessary in filings on Form 10-Q,

Staff Comment #4:

Customers, page 21

    4.

    We note your disclosure on page 6 that your largest customer accounted for
approximately 18%, 17% and 17% of your revenues for fiscal year 2010, 2009 and 2008,
respectively. In future filings, please disclose the name and relationship of this
customer and include a description of your contractual relationship. See Item
(c)(vii) of Regulation S-K. Also, please advise us if you have considered filing your
agreements with this customer as a material exhibit under Item 601(b)(10)(ii)(B) of
Regulation S-K.

Response to Comment #4:

The Company respectfully acknowledges the Staff’s comment. The identity of BP plc. (“BP”), the
Company’s largest customer, will be disclosed in future filings of Form 10-K and Form 10-Q. The
Company’s relationship with BP is comprised of separate contracts for non-destructive testing and
inspection services with multiple affiliated entities within a commonly controlled group. Mistras
conducts business with various divisions or affiliates of the BP organization through numerous
contracts covering many segments of BP’s business including downstream (refinery), midstream
(pipelines) and upstream (exploration). These contracts are typically negotiated locally with the
specific location, are of varying lengths, have different start and end dates and differ in terms
of the scope of work and nature of services provided. Most contracts are based on time and
materials.

The Company considered filing its agreements with BP, but concluded that these contracts with BP
are ordinary course of business agreements and are similar to the contracts Mistras and many other
inspection and non-destructive testing companies have around the country for work in the oil and
gas industry. In addition, while BP as a whole is a large and important customer, the Company’s
business is not substantially dependent on any single contract or relationship with BP, nor does
the Company sell a major part of its products and services to BP.

Staff Comment #5:

    5.

    We note that you list the names of your “larger customers by revenues for
fiscal 2010” for each of your target markets. In future filings, please disclose the
revenue threshold used to determine which customers would be included in this list, and
whether this list includes all of your customers that exceeded such threshold.

Response to Comment #5:

The Company respectfully acknowledges the Staff’s comment. Given the disparity in customer size
between different target markets, it is not practical to use a single revenue threshold for all
target markets. For example, it would take significantly more customers to capture 50% of total revenues in the Composite and Part
Testing market than it would in the Oil and Gas target market. Accordingly, in future filings on
Form 10-K, the Company will list the largest customers for each target market, while disclosing the
percentage of that target market’s revenues that these customers represent. An example of possible
future disclosure with regards to this table is provided below:

    Securities and Exchange Commission

    February 11, 2011

    Page 4

    Composite

    Oil & Gas, including

    Power Generation &

    and Part Testing,

    Petrochemicals

    Transmision

    including Aerospace

    Chemicals

    (X%)

    (X%)

    (X%)

    (X%)

    Company 1

    Company 1

    Company 1

    Company 1

    Company 2

    Company 2

    Company 2

    Company 2

    Company 3

    Company 3

    Company 3

    Company 3

    Company 4

    Company 4

    Company 4

    Company 4

    Company 5

    Company 5

    Company 5

    Company 5

    Company 6

    Company 6

    Company 6

    Company 6

    Company 7

    Company 7

    Company 7

    Company 8

    Company 8

    Company 8

    Company 9

    Company 10

    Public Infrastructure,

    Research and

    Industrial

    Process Industries

    Engineering

    (X%)

    (X%)

    (X%)

    Company 1

    Company 1

    Company 1

    Company 2

    Company 2

    Company 2

    Company 3

    Company 3

    Company 3

    Company 4

    Company 4

    Company 4

    Company 5

    Company 5

    Company 6

    Company 6

    Company 7

The percentage in each heading above represents the percentage that target market
comprises of our total revenues. The companies listed under each target market comprise, in
total, the following percentage of the revenues for that target market:

Oil & Gas: XX%

Power Generation: XX%

Composite and Part Testing: XX%

Chemicals: XX%

Industrial: XX%

Process Industries: XX%

Public Infrastructure: XX%

Staff Comment #6:

    6.

    We note your disclosure of certain countries that were responsible for 1% or
more of your revenues in fiscal year 2010. In future filings, please provide the
disclosure required by Item 101(d) of Regulation S-K.

Response to Comment #6:

The Company respectfully acknowledges the Staff’s comment. In the Company’s next Form 10-K
filing, the Company will refer to the appropriate note to its financial statements that
provides information regarding segments and geographic regions. In addition, the Company
will include in the financial statement note the information required by Item 101(d) of
Regulation S-K. Historically,
 no individual foreign country accounted for a material
portion of the Company’s revenues or had a material amount of the Company’s long-lived
assets.

Staff Comment #7:

Intellectual Property, page 23

    7.

    In future filings, to the extent material, please disclose the importance to
each segment, and the duration and effect, of your specific patents and trademarks, and
services marks. See Item 101(c)(iv) of Regulation S-K.

    Securities and Exchange Commission

    February 11, 2011

    Page 5

Response to Comment #7:

The Company respectfully acknowledges the Staff’s comment. In the Company’s future filings on Form
10-K, the Company will make additional disclosures regarding patents, trademarks and service marks
which are important to each segment. The Company expects that its fiscal year 2011 disclosure
regarding its patents, trademarks and service marks will be consistent with the following:

We currently hold [X] patents and license certain other patents, but we currently do not
principally rely on these patents or licenses to provide our proprietary asset protection
solutions. Our trademarks and service marks provide us and our products and services with a
certain amount of brand recognition in our markets. However, we do not consider any single
patent, trademark or service mark material to our financial condition or results of
operations.

Staff Comment #8:

Properties, page 25

    8.

    In future filings, please identify the segment(s) that use the properties
described. See Item 102 of Regulation S-K.

Response to Comment #8:

The Company respectfully acknowledges the Staff’s comment. In the Company’s next filing on Form
10-K, the Company expects its disclosure regarding Item 2. Properties to be as follows:

     ITEM 2. PROPERTIES

As of May 31, 2011, we operated [XX] offices in [XX] countries, with our corporate
headquarters located in Princeton Junction, New Jersey. Our headquarters in Princeton
Junction is our primary location, where our manufacturing and research and development is
conducted. While we lease most of our facilities, as of May 31, 2011, we owned properties
located in Olds, Alberta; Monroe, North Carolina; Trainer, Pennsylvania; Houston, Pasadena,
and Deer Park, Texas; Burlington, Washington; and Gillette, Wyoming. These properties, as well
as approximately [XX] offices throughout North America, are utilized by our Services
segment. Our Products and Systems segment’s primary location is our Princeton Junction
facility. Our international segment has [XX] offices located in Brazil, United Kingdom, the
Netherlands, France, Greece, Russia, Japan and India.

Staff Comment #9:

Executive Officers, page 36

    9.

    In future filings, please include a description of the business experience for each
executive officer that covers the principal occupations and employment of such
executive officer during the past five years. For example, it is unclear if the full
five years are covered for Michael C. Keefe and Ralph L. Genesi. See Item
401(e) of Regulation S-K.

Response to Comment #9:

The Company respectfully acknowledges the Staff’s comment. In future filings, the Company will
include the dates for Messrs. Keefe and Genesi and any other executive officers’ prior positions to
clarify that the full five years are covered. For example, Mr. Keefe’s experience will state that
Mr. Keefe worked at International Fight League from 2007 until 2009, and was with Lucent
Technologies and AT&T from 1990 until 2006.

    Securities and Exchange Commission

February 11, 2011

    Page 6

Staff Comment #10:

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 41

Fiscal 2010 compared to fiscal 2009, page 45

Fiscal 2009 compared to fiscal 2008, page 48

    10.

    We note that your discussion does not fully discuss the factors that lead to
the changes in various line items from period-to-period. For example, for both the
fiscal year ended 2009 and

CORRESP
1
filename1.htm

corresp

October 5, 2009

VIA EDGAR and FACSIMILE

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Pamela A. Long

Division of Corporation Finance

    Re:

    Mistras Group, Inc.

Registration Statement on Form S-1

Filed June 10, 2008

File No. 333-151559

Ladies and Gentlemen:

The undersigned hereby requests that the effectiveness of its Registration Statement on Form S-1
(Registration No. 333-151559) be accelerated so that such Registration Statement will become
effective at 3:00 p.m., EDT, on October 7, 2009, or as soon thereafter as practicable.

The undersigned acknowledges that:

    (a)

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

    (b)

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

    (c)

    the undersigned may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Very truly yours,

MISTRAS GROUP, INC.

    By:
    /s/ Paul Peterik

    Paul Peterik

    Chief Financial Officer

October 5, 2009

Via EDGAR and Facsimile

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mistras Group, Inc.

Registration Statement on Form S-1 (File No. 333-151559)

Ladies and Gentlemen:

     Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933,
we, as representatives of the several Underwriters, wish to advise you that the Registration
Statement on Form S-1 filed on June 10, 2008, as amended, as well as the Preliminary Prospectus
dated September 23, 2009, were distributed during the period commencing September 23, 2009, through
the date hereof as follows:

    Registration Statement

    Preliminary Prospectus

    4 to 4 Underwriters

    Approximately 10,000 to Underwriters and others

     We have been informed by the participating underwriters that they will comply with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

     In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, we hereby join in the request of Mistras Group, Inc. for acceleration of the effective date
of the above-named registration statement so that it becomes effective at 3:00 p.m. on October 7,
2009, or as soon as possible thereafter.

[Signature page follows.]

    Very truly yours,

J.P. MORGAN SECURITIES INC.

    By  /s/ JOHN BERTONE

            Name:
    John Bertone

            Title:
    Vice President

    CREDIT SUISSE SECURITIES (USA) LLC

    By  /s/ SHAR AGHILI

            Name:
    Shar Aghili

            Title:
    Vice President

    MERRILL LYNCH, PIERCE, FENNER & SMITH

                INCORPORATED

    By  /s/ RICHARD A. DIAZ

            Name:
    Richard A. Diaz

            Title:
    Authorized Signatory

[Signature Page to Underwriter Acceleration Request]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 4631          September 17, 2009
Sotirios J. Vahaviolos, Ph.D.
Chairman and Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
RE:  Mistras Group, Inc.  Registration Statement on Form S-1  Filed August 24, 2009  File Number 333-151559
Dear: Mr. Vahaviolos:

We have reviewed your filing and have the fo llowing comments.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

FN(2) to Summary historical cons olidated financial data, page 12

1. We note your disclosure that stock compen sation expense is a “non-cash expense that
management does not use in assessing operati onal performance because it does not affect
[your] ability to generate free cash flow or invest  in [your] business.”  It  is unclear from this
disclosure whether you are implying that Adjusted EBITDA is a liquidity measure.   Please revise your disclosures to clarify.  In this regard, it does not appear that your 2009 Adjusted
EBITDA measure is an appropria te liquidity measure given that the legal settlement
adjustment relates to an actual cash expenditure.  Refer to Item 10(e)A of Regulation S-K.
 2. We also note that “some financial covenants in  your credit agreement require you to maintain
financial ratios calculated based upon a measur e with adjustment to EBITDA of a type
substantially similar to the adjustments incorpor ated into adjusted EBITDA.”  If this is a
material debt covenant this discussion should more appropriately be included in your liquidity disclosures.  Se e our comment below.
 Management’s discussion and analysis of financial condition and results of operations

Overview, page 44
 3. We note your disclosure on page 45 suggesting that despite the globa l economic downturn’s
impact on your revenue and prof itability in 2009, you may not be as negatively affected in
the future.  Please expand upon this discussion.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
September 17, 2009
Page 2 of 4

Liquidity and Capital Resources
Cash Balance and Credit Facility Borrowings, page 64

4. We note your disclosure that your credit facility  contains financial c ovenants.  If it is
reasonably likely that you may not comply with a material covenant, please present actual
ratios and other actual amounts versus minimu m/maximum rations/amoun ts required as of
each reporting date.  Such presentation will a llow investors to more easily understand your
current ability to meet your financial covenants.  It may also be necessary to  show specific
computations used to arrive at the actual ratios with corresponding reconciliations to US
GAAP amounts, if applicable.  See Sections I. D and IV.C of the SEC Interpretive Release
No. 33-8350 and Question 10 of our FAQ Rega rding the Use of Non-GAAP Financial
Measures dated June 13, 2003.
 Critical Accounting Estimates, page 68

 5. We note that you have identified accounts rece ivable, foreign currency translation, goodwill
and intangible assets, impairment of long-lived assets, derivative financial instruments, and
income taxes as those accounting policies which involve a greater degr ee of judgment and
complexity.  Please revise your critical accounting policy disclosures where appropriate to provide quantitative and qualitative disclosure  of each estimate’s spec ific sensitivity to
change, based on other outcomes that are r easonably likely to occur and would have a
material effect on your financial statements .  Refer to Section V of the Commission’s
Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations (Release 33-8350/34-48960) issued December 19, 2003.
 6. In the interest of providing r eaders with better insight into management’s judgments in
accounting for goodwill, ensure your expanded disclosures include the following:
• Identify the reporting unit level at which you test goodwill for impairment and your basis
for that determination;
• Provide a quantitative discussion of each of the material assumptions used and a
sensitivity analysis of those assumpti ons based upon reasonably likely changes;
• Provide a qualitative and quantit ative discussion of any reporting units that are at risk for
impairment, including the amount of goodwill allocated to those units;
• Address whether the assumptions and met hodologies used for valuing goodwill in the
current year have changed since the prior ye ar highlighting the impact of any changes;
• Provide quantitative information regardi ng any significant k nown trends, and;

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
September 17, 2009
Page 3 of 4
• Any material and useful information that you gather and analyze regarding the risks of
recoverability of your assets.

7. With regard to your assessment of long-lived assets for impairment, ensure your expanded disclosures address the following:
• Indentify the nature of your asset groups a nd provide a more comprehensive discussion
of how you estimate the undiscounted cash flow of your asset groups.  Refer to
paragraphs 16-21 of SFAS 144;
• For those asset groups for which their undisc ounted cash flows are not materially in
excess of their carrying amount , quantify the carrying amount of those asset groups.  In
addition, you should also disclose the following:
• Clearly communicate to i nvestors the amount of your property, plant and
equipment that is at-risk for impairment;
• Quantify the material assumptions (range s and/or weighted averages) underlying
your undiscounted cash flow analysis a nd quantify the potential impact of
changes in each material assumption by providing sensitivity analysis; and
• Discuss quantitative information regard ing any significant known trends.
 8. We note your disclosures on page F-31 and F-32 i ndicate that the fair market value of Class
B and Class A shares were determined using market comparables and multiple averages of various peer groups.  Given the significant impact  this valuation has on the carrying value of
your preferred stock and your net (loss) inco me available to common stockholders, please
expand your discussion to include an expl anation of the methods you used, how you
weighted those methods and provide a quantita tive and qualitative discussion of the factors
and assumptions used in each method.  To the extent that there have been changes in the factors and assumptions used in the periods pr esented please discuss the impacts from period
to period.
 Report of Independent Registered Public Accounting Firm, page F-2

 9. Please provide a revised auditor’s report which co vers all periods presen ted.  In this regard,
we note that the audit report does not cover your consolidated stat ements of operations,
stockholders’ equity (deficit) and cash flows for the year ended May 31, 2007.

Notes to the consolidated financial statements

Goodwill, page F-19
 10. Revise your column headings to re flect the appropriate dates.

Long-term Debt, page F-22

11. We note your disclosures that th e credit agreement contains fina ncial covenants that require
you to maintain compliance with specified financial ratios and your disclosure on page 64 indicating that two covenants in  your credit agreement were amended retroactive to prior

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
September 17, 2009
Page 4 of 4
periods.  Please revise your disclosure to cl early state whether you we re in compliance with
these covenants at the end of the period pres ented and to disclose the terms of the new
covenants.

18. Stock Options, page F-34
 12. We note your disclosure that th e fair market value of the common stock was determined by
the Company’s Board of Directors.  Please expand your disclo sure to clearly explain how
your Board has determined this value.  A dditionally, please clarify whether the Board’s
determination of the fair market value was consis tent with the fair market value used in the
determination of preferred stoc k accretion.  If these approach es were not similar, please
explain the differences and also explain why differing approaches were used.

* * *

You may contact Mindy Hooker at (202) 551-3732 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on th e financial statements and related matters.
Please contact Craig Slivka at (202 ) 551-3729 with any other questions.

Sincerely,

Pamela A. Long Assistant Director
 CC:  Andrew C. Freedman, Esq.  Fulbright & Jaworski L.L.P.  Fax (212) 318-3400

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 7010
         July 9, 2008
Sotirios J. Vahaviolos, Ph.D.
Chairman and Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
RE:  Mistras Group, Inc.  Registration Statement on Form S-1  Filed June 10, 2008  File Number 333-151559
Dear: Mr. Vahaviolos:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 General

 1. We note that you have yet to file a number of exhibits.  Please file these exhibits as soon as
possible in order to give the st aff adequate time to review them.  Note that we may have
comments after we review these materials.

2. Please provide all information required except that  allowed to be exclud ed by Rule 430A of
the Securities Act of 1933.  This information impacts disclosure thr oughout your filing and
will require time to review.  Note that we may have additional comments on your filing once
you provide the information.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 2 of 8
Industry and Market Data

3. Please tell us whether the information in sources cited throughout the prospectus was
publicly available or whether the information was prepared for you for a fee.  We note
information from the United States Energy In formation Administrati on, Chemical Market
Associates, Inc., the Industrial Informa tion Resources and SRI International.
 Summary, page 1

 4. Please disclose the basis for your statemen t that you are a leading global provider of
proprietary, technology-enabled non-destructive testing soluti ons.  Please do this for other
such statements throughout the prospectus.  Fo r instance, refer to your statement on page 58
that you are the only vendor with a comprehens ive suite of proprietary and integrated NDT
services, software and other products worldwide as well as your statement on page 64 that
you are a leader in the design of AE sensors, instruments and turn-key systems used for the
monitoring and testing of mate rials, pressure components, processes and structures.
 5. It is not clear from your table on page 78 whethe r officers and directors will be selling shares
in the offering.  If so, please disclose here.
 6. Please quantify the number of shares of common st ock each officer, director and affiliate will
receive upon the concurrent conv ersion of preferred stock.
 Summary Historical Consolidat ed Financial Data, page 8

 7. Please revise your disclosures to include cash flows from financ ing and investi ng activities.
We believe that a presentation that only in cludes the cash flows from operations portion of
the statement of cash flows implies that the use of  such cash flows is entirely at the discretion
of management.   See FRC 202.03 for additional details.
 Summary Historical Consolidated Fi nancial Data – FN (1), page 9

 8. We note your disclosure here a nd on page 29 describing pro forma diluted earnings per share.
Please amend your filing to include tabular disc losures in a manner similar to paragraph 40a
of SFAS 128.
 Risk Factors, page 9

 9. Briefly discuss the extent to which you have be en impacted by accidents that could occur as a
result of your testing as well as by intellectual property disput es as discussed in the risk
factors entitled An accident or incident involving our NDT solutions…
 on page 9.and We may
be subject to damaging and disrupt ive intellectual prope rty litigation related to allegations…
on page 15.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 3 of 8
Forward-Looking Statements, page 23

10. Please remove the word “will” from the list of forward-looking statements.
 Selected Historical Consolidated Financial Information, page 29

 11. We note your use of EBITDA as a performan ce measure.  Please amend your filing to
include the material limitations associated with  the use of this measure.  Please reference
question 8 of the Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
30
 12. Please disclose all foreign countries, in total, from which you derive re venues.  Please refer
to Item 101(d)(i)(B).
 Consolidated Results of Operations, page 34

 13. We note your ability to raise prices to keep p ace with increased labor costs contributed to the
increase in gross profit in the nine months ended February 2008.  For each segment, discuss your ability to increase prices and how this pricing power or lack thereof, impacts your
profitability.
 14. To the extent that your revenues and profits  have been signifi cantly impacted by the
provision of products and/or servic es to one or several major cu stomers, please discuss those
transaction(s) in greater detail.  For instance,  we note that revenues in the Services segment
for the nine months ended February 2008 were largely the result of one order from one major customer and that your top 10 customers accounted for half the revenue.  Further, we note that revenues in the Software Products segmen t for the nine months ended February 2008
increased as a result of one major order in th e International segment.  Please review this
section and revise to provide more context fo r the changes between th e periods discussed.
 15. Throughout your discussion of your results of ope rations for all periods presented you cite
multiple factors for changes in your results.  Revi se your filing, to the extent practicable, to
quantify the impact of each factor you iden tify when you identify multiple factors as
impacting your results of operations.  For example, your services disc ussion indicates that
your revenues increased due to an increase in demand, a single la rge order and revenues from
an acquired business.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 4 of 8
Liquidity and Capital Resources
Cash Balance and Credit Facility Borrowings, page 46

16. We note that subsequent to February 29, 2008 you acquired four businesses which were not
individually material.  Please demonstrate for us whether these acquisitions are material in
the aggregate.  Refer to Rule 3- 05(b)(2)(i) of Regulation S-X.
 Manufacturing, page 67

 17. Please describe what yo ur products are.
 Intellectual property, page 67

 18. We note your statement that your success depend s in part on your ability to protect your
proprietary technology and avoid infringing the in tellectual property of others.  We also note
the number of patents and service marks you ow n.  Please provide a better understanding the
role that intellectual property  protection plays in your busin ess.  For instance, are your
primary products, processes and services patented  or licensed from others?  Please refer to
Item 101(c)(iv) of Regulation S-K.
 Research and Development, page 67

 19. Please disclose the estimated amount spent du ring each of the last three fiscal years on
company-sponsored research and development activ ities.  In addition, st ate, if material, the
estimated dollar amount spent during each of such years on customer-sponsored research
activities relating to the deve lopment of new products, services or techniques or the
improvement of existing products, services or t echniques.  Please refer to Item 101(c)(xi) of
Regulation S-K.
 Executive Compensation, page 74

Compensation Discussion and Analysis, page 74
Annual Cash Incentives, page 75
 20. Please quantify the EBITDA and revenue perfor mance targets and disclose what EBITDA
and revenue amounts you actually achieved.
 Principal and Selling Stockholders, page 78

 21. For any selling stockholders that are not natu ral persons and not a reporting company under
the Exchange Act, a majority owned subsidiary  of a reporting company under the Exchange
Act, or a registered investme nt fund under the 1940 Act, you must identify by footnote or
otherwise the natural person or persons having so le or shared voting and investment control
over the securities held by the beneficial owner.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 5 of 8
Acquisition of Envirocoustics A.B.E.E., page 80

22. We note based on your disclosure here and on page F-16 that Mr. Vahaviolos was the
majority owner of A.B.E.E. and also currently owns 59% of Mistras.  It therefore appears
that A.B.E.E. and Mistras are entities under comm on control.  If so, pl ease address the need
to account for Mistras’ acquisition of A.B. E.E. as entities under common control as
prescribed by paragraphs D11 through D18 of SFAS 141.
 Underwriting, page 91

 23. Please disclose the circumstances under whic h the underwriters could waive the lock-up
requirements.
 Signatures

 24. Please note that your controller or chief accounting officer must sign the registration
statement pursuant to Note A to Signatures on Form S-1.  Please add the chief accounting
officer or indicate which current signatory holds that position.
 Report of independent Registered Public Accounting Firm, page F-3

 25. Amend your filing to include the audit report and related consent of the other auditor referred
to by Amper, Politziner & Mattia, P.C.
 Notes to the Consolidated Financial Statements

 2. Summary of Significant Accounting Polic ies – Revenue Recognition, page F-9

 26. With regard to your product sales, clarify when title passes to the customer (e.g. when the product is delivered or when the product is ship ped to the customer).  Refer to SAB Topic
13.3.a.
 27. You indicate that for multiple-element arrange ment software contracts that include non-
software elements, whereby the software is es sential to the functiona lity of the nonsoftware
elements, you apply the accounting specified  under the heading Multiple-Element
Arrangements.  However, we note that your accounting for multiple-element arrangements
does not refer to vendor-specific objective evid ence (VSOE) as contemplated by paragraph
10 of SOP 97-2.  Please confirm that you us e VSOE for your software multiple-element
arrangements and revise your disclosures ac cordingly.  Otherwise provide us additional
information to clarify the appropriateness of your accounting.
 28. You indicate that revenues from maintenance, unspecified upgrades a nd technical support are
recognized over the periods such items are deliv ered.  Please revise  your disclosures to
clarify, if true, that you recogni ze such revenues ratably over the term of the arrangement as
required by paragraph 57 of SOP 97-2.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 6 of 8
3. Earnings Per Share, page F-14

29. We note that you have excluded the common stoc k equivalents related to the conversion of
the outstanding preferred stock from diluted earnings per share due to the fact that their
conversion is contingent on the effectiveness of a qualified IPO.  However, based on your
disclosures in Note 16, it appear s that the preferred stock is convertible at the option of the
holder at any time.  Based on these terms, pl ease tell us what consideration you gave to
including the common stock equi valents in your diluted EPS calculation. Clarify whether you
have excluded these common stock equivalents because they are antidilutive as indicated by
your pro forma diluted earnings (loss) per shar e as presented in your Summary and Selected
Consolidated Financial Data.
 4. Accounts Receivable and Allowance for Doubtful Accounts, page F-15

 30. Please revise your filing to include the change s in the position of doubtful accounts for all
years an income statement is presented.  Refe r to Rule 5-04(a)(2) of Regulation S-X.
 7. Goodwill, page F-16

 31. Please amend your filing to include changes in the carrying amount of goodwill at the
segment level as required by paragraph 45 of SFAS 142.
 16. Preferred Stock – Conve rsion Rights, page F-23

 32. Amend your filing to disclose the conversion pri ce of the preferred shares.  Also disclose
how such conversion price changes upon the issuance of additional common shares.
 16. Preferred Stock – Class A Redemption Rights, page F-23

 33. We note that Class A holders may require redemption upon the occurrence of an Event of Noncompliance.  Please define these events.
 17. Stock Compensation, page F-24

 34. Please amend your filing to include the weighted average grant date fair value, the total intrinsic value for each year an income statem ent is provided.  Additionally, for the latest
balance sheet date please disclose the total co mpensation cost related to non-vested awards
not yet recognized and the weighted average period over which is it expected to be
recognized.  Refer to paragr aph A240 of SFAS 123(R).

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 7 of 8
Notes to the Interim Consolidated Financial Statements

7. Long-Term Debt, page F-42
 35. We note your disclosure on page F-18 indica ting that the bank has waived several non-
financial covenants in connecti on with prior year financial statements.  Please amend your
filing to clarify if you are in compliance with  these covenants at th e end of your interim
reporting period.  Please also enhance your di sclosures to identify these covenants and
whether you are required to be in compliance with similar covenants in the future.  In
addition, please revise your disclosures to discuss the potential consequences of not
complying with or being able to amend debt covenants in the future.  Refer to Section 501.03
of the Financial Reporting Codification for guidance.
 11. Preferred Stock, page F-44

 36. We note your disclosure that “Accretion has been  based on the Fair Mark et Value of Class A
shares.  Accretion has been based on the Class A IRR Amount and amount to $9,865 for the
nine months ended February 29, 2008.”  These st atements appear to contradict each other.
Please amend your filing to clarify how you determined accretion expense for the nine months ended February 29, 2008 and why there wa s a significant increase in accretion for the
nine months ended February 29, 2008.
 Closing Comments

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies  of the amendment to expedite our review.
Please furnish a cover letter that is filed on EDGAR with your amendment that keys your
responses to our comments and provides any re quested supplemental information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the di

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

September 5, 2008
Via U.S. Mail and Facsimile
 Sotirios J. Vahaviolos, Ph.D. Chairman, President and Chief Executive Officer Mistras Group, Inc. 195 Clarksville Road Princeton, NJ 08550
 Re: Mistras Group, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed on August 26, 2008 File No. 333-151559

Dear Mr. Vahaviolos:
We have reviewed your filing and have the following comments.
 Summary, page 1

 1. We note your response to prior comment 5.  In the event that executive officers and directors do take part in the resale, please disclose that and identify them in this section.
 Consolidated Results of Operations, page 39

 2. We note your updated disclosures in response to our prior comment 15; however, there continues to be discussions where you cite multiple factors for changes in your results but do not quantify those individual factors.  For inst ance, within your Software and Products segment
discussion on page 44 you indicate that segment revenue increased due to increased sales of your Plant Condition Management System enterprise software, product sales to your international segment for resale and sales of your new products but you do not quantify each of these factors.   Additionally, within your International segment discussion of revenues on page 45 you indicate that the increase in revenues results from various factors which both increased and offset those increases, but you do not quantify th e impact of each of those factors.  Please
further enhance your disclosures to quantify th e impact of each factor you have identified.

Liquidity and Capital Resources

Cash Balance and Credit Facility Borrowings, page 46

3. We note that you will fax to us the information that you indicated would provided under a separate cover.  Upon our review of that information we may have further comments.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc. September 5, 2008 Page 2  Business, page 54

 4. Please identify any customers who accounted for 10% or more of your revenues pursuant to Item 101(c)(1)(vii) of Regulation S-K.
 Compensation Discussion and Analysis, page 76

 5. Please disclose and quantify what financial performance of the respective groups the bonuses of named executive officers other than Dr. Vahaviolos and Mr. Peterik were based upon.  Currently, it is not clear what the bonuses for these other officers are based on.  Please also disclose any targets for customer base growth, customer retention and acquisitions.  Otherwise,
please disclose how you evaluate this information in connection with bonuses.
 Acquisition of Envirocoustics A.B.E.E., page 83

 6. We note your response to prior comment 22 from our letter dated July 9, 2008.  Please more clearly demonstrate to us how you determined that the effect of the adjustments to properly account for the transaction of entities under common control is immaterial.  Specifically address why the effect is to increase property plant and equipment, goodwill and the value of the preferred shares.
 Notes to the Consolidated Financial Statements

 2. Summary of Significant Accounting Policies – Revenue Recognition, page F-9

 7. With reference to your last statement under the caption, Software, please clarify what you mean by “...the Company applies the rules as noted above.”  We assume you are referring to your
accounting for multiple-element arrangements as discussed below  your current discussion.
Please revise to clarify.
 8. We note your revised disclosure under the caption, Products, which indicates that product sales are recognized when risk of loss and title pass to the customer, which is generally upon delivery.   Please identify the situations in which you recognize revenue other than at delivery and quantify the related amount of revenue recognized for each period presented.
 8. Acquisitions, page F-16

 9. Please provide the pro forma financial inform ation required by paragraph 54 of SFAS 141 or
clarify for readers that the pro forma impact is not material.

14. Commitments and Contingencies – Litigation, page F-22

10. We note your disclosures on pages 11 and 16 that certain Conam incidents have resulted in material legal fees and will likely result in certain fines.  Please discuss these incidents herein in the context of SFAS 5, including providing the disclosures required by paragraphs 9 and 10

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc. September 5, 2008 Page 3
of SFAS 5.
 17. Preferred Stock, page F-25

 11. We note your updated disclosure on page F-26 indicating that Class B preferred share redemption price was based on the Class B IRR Amount through May 31, 2007 and the Class A
preferred share redemption price based on the Class A IRR Amount through May 31, 2007.
Please expand your disclosures to clearly indicate how the redemption price was determined subsequent to May 31, 2007.  In this regard, we assume that redemption price subsequent to May 31, 2007 was based on fair value.  Accordingly, please also expand your disclosures to indicate how you determined the fair value of each class of preferred stock and address why there appears to be such a significant difference in the fair values of the Class A and Class B preferred shares as of May 31, 2008.  Your discussi on of fair value should address the fact that
both the Class A and Class B preferred shares are convertible into common stock on a one for one basis and will be converted upon your IPO.
       ******
 As appropriate, please amend your registration statement in response to these comments.  You
may contact Melinda Hooker, Staff Accountant at  (202) 551-3732 or Anne McConnell, Senior Staff
Accountant at (202) 551-3709 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3767 with any other questions.
Sincerely,    Jennifer Hardy  Branch Chief
  cc:   Andrew C. Freeman, Esq.
Fulbright & Jaworski