SecProbe.io

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 13131 Dairy Ashford, Suite 600
 Sugar Land, Texas 77478
 December 1, 2025 Via EDGAR
 U.S. Securities and Exchange Commission Division
of Corporation Finance, Office of Trade & Services 100 F Street, NE
 Washington, D.C. 20549 Attention: Alysa Wall
 Re: Team, Inc. Registration Statement on Form S-3 Originally filed October 9, 2025
 File No. 333-290801
 Dear Ms. Wall: On October 9, 2025, Team,
Inc. (the “Registrant”) filed its Registration Statement on Form S-3 (File No. 333-290801). Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, the Registrant hereby requests acceleration of effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-290801) so
that the same will become effective on December 3, 2025 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter. Please
contact Billy Vranish, of Kirkland & Ellis LLP, special counsel to the Registrant, at (713) 836-3695, as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

 Very truly yours,

 TEAM, INC.

 /s/ James C. Webster

 James C. Webster

 Executive Vice President, Chief Legal Officer and Secretary
 cc: Kirkland & Ellis LLP
 Matthew R. Pacey, P.C. Billy Vranish

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 13131 Dairy Ashford, Suite 600

Sugar Land, Texas

May 10, 2022

 Via EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance, Office of Trade & Services

 100 F Street, NE

Washington, D.C. 20549

 Attention: Taylor Beech

Re: Team, Inc.

 Registration Statement on Form S-3

 Originally filed March 18, 2022

File No. 333-263708

Dear Taylor Beech:

 On March 18, 2022,
Team, Inc. (the “Registrant”) filed its Registration Statement on Form S-3 (File No. 333-263708). Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, the Registrant hereby requests acceleration of effectiveness of the above-referenced Registration Statement on Form S-3 (File
No. 333-263708) so that the same will become effective on May 12, 2022 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

Please contact Bryan Flannery, of Kirkland & Ellis LLP, special counsel to the Registrant, at (713)
836-3573, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

TEAM, INC.

/s/ André C. Bouchard

André C. Bouchard

Executive Vice President, Chief Legal Officer and Secretary

 cc: Kirkland & Ellis LLP

Matthew R. Pacey, P.C.

 Bryan D. Flannery

United States securities and exchange commission logo
August 24, 2021
Amerino Gatti
Chief Executive Officer
Team, Inc.
13131 Dairy Ashford, Suite 600
Sugar Land, Texas
Re:Team, Inc.
Registration Statement on Form S-3
Filed August 18, 2021
File No. 333-258884
Dear Mr. Gatti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michelle Earley, Esq.

United States securities and exchange commission logo
September 10, 2020
Susan M. Ball
Executive Vice President, Chief Financial Officer and Treasurer
Team, Inc.
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
Re:Team, Inc.
Form 10-K for the Year Ended December 31, 2019
Filed March 16, 2020
Form 10-Q for the Quarter Ended March 31, 2020
Filed June 19, 2020
File No. 001-08604
Dear Ms. Ball:
            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
Office of Trade & Services

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Document

September 8, 2020

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington D.C. 20549

RE: Team, Inc.

Form 10-K for Fiscal Year Ended December 31, 2019

Filed March 16, 2020

Form 10-Q for the Quarter Ended March 31, 2020

Filed June 19, 2020

File No. 001-06604

Ladies and Gentlemen:

This letter responds to the comments Team, Inc. (“we,” “our,” “Team,” or the “Company”) received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) via email on August 24, 2020, with copy of letter dated July 29, 2020 regarding the above-referenced filings. For your convenience, our response is prefaced by the SEC’s comment in bold text.

Form 10-Q for the Quarter Ended March 31, 2020

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures and Reconciliations, page 34

1.You disclose various non-GAAP financial measures on pages 35 and 36 including "consolidated adjusted net income (loss)", "adjusted net income (loss) per diluted share", "adjusted earnings before interest and taxes ("adjusted EBIT")",  "adjusted earnings before interest, taxes, depreciation and amortization" (“adjusted EBITDA”), and "free cash flow" to supplement financial information presented on a GAAP basis.  Your disclosure also includes "adjusted EBIT" and "adjusted EBITDA" by segment.  Please revise to explain why you believe each of these non-GAAP measures is useful to

potential investors.  Also, please revise to disclose to the extent material, any additional purposes for which these non-GAAP measures are used by your management.  Refer to the guidance outlined in Item 10(e)(i)(C) and (D) of Regulation S-K.

Response: We acknowledge the Staff’s comment. In future filings we will disclose with specificity the reasons why management believes the presentation of each non-GAAP measure provides useful information to investors and the additional purposes for which management uses such non-GAAP measures pursuant to Item 10(e)(i)(C) and (D) of Regulation S-K as set forth below:

Our management uses certain non-GAAP performance measures to evaluate current and past performance and prospects for the future to supplement our GAAP financial information presented in accordance with U.S. GAAP. These non-GAAP financial measures are important factors in assessing our operating results and profitability and include the performance and liquidity measures defined below.

We define adjusted net income (loss) and adjusted net income (loss) per diluted share to exclude the following items: costs associated with our OneTEAM program, non-routine legal costs and settlements, restructuring charges, goodwill impairment charges and certain other items as determined by management. We believe adjusting for these items provides investors with additional measures to evaluate the financial performance of our core business operations on a comparable basis from period to period. Consolidated adjusted EBIT, as defined by us, excludes the costs excluded from adjusted net income (loss) as well as income tax expense (benefit), interest charges, foreign currency (gain) loss, and items of other (income) expense. Consolidated adjusted EBITDA further excludes from consolidated adjusted EBIT depreciation, amortization and non-cash share based compensation costs. Segment adjusted EBIT is equal to segment operating income (loss) excluding costs associated with our OneTEAM program, non-routine legal costs and settlements, restructuring charges, goodwill impairment charges and certain other items as determined by management. Segment adjusted EBITDA further excludes from segment adjusted EBIT depreciation, amortization, and non-cash share based compensation costs. Free cash flow is defined as net cash provided by (used in) operating activities minus capital expenditures.

Management believes these non-GAAP financial measures are useful to both management and investors in their analysis of our financial position and results of operations. In particular, adjusted net income (loss), adjusted net income (loss) per diluted share, consolidated adjusted EBIT, and consolidated adjusted EBITDA are meaningful measures of performance which are commonly used by industry analysts, investors, lenders and rating agencies to analyze operating performance in our industry, perform analytical comparisons, benchmark performance between periods, and measure our performance against externally communicated targets. Our segment adjusted EBIT and segment adjusted EBITDA is also used as a basis for the Chief Operating Decision Maker to evaluate the performance of our reportable segments. Free cash flow is used by our management and investors to analyze our ability to service and repay debt and return value directly to stakeholders.

Non-GAAP measures have important limitations as analytical tools, because they exclude some, but not all, items that affect net earnings and operating income. These measures should not be considered substitutes for their most directly comparable U.S. GAAP financial measures and should be read only in conjunction with financial information presented on a GAAP basis. Further, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies who may calculate non-GAAP financial measures differently, limiting the usefulness of those measures for comparative purposes. The liquidity measure of free cash flow does not represent a precise calculation of residual cash flow available for discretionary expenditures. Reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure are presented below.

2.Please revise to reconcile the non-GAAP measures "adjusted EBIT" and "adjusted EBITDA" to net income (loss), which appears to be the most comparable GAAP measure.  Refer to the guidance outlined in Question 103.02 of the Division's Compliance and Disclosure Interpretations Regarding Non-GAAP Measures as updated April 14, 2018.  The disclosures included in your press releases disclosing your quarterly earnings should be similarly revised.

Response: We acknowledge the Staff’s comment and we will revise our presentation in future filings, as well as future press releases furnished to the SEC, to reconcile consolidated adjusted EBIT and consolidated adjusted EBITDA to net income (loss).  An example of the proposed presentation is included below for your reference.

TEAM, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands, except per share data)

  Three Months Ended

March 31,

  2020   2019

  (unaudited)   (unaudited)

Adjusted Net Income (Loss):

Net income (loss)  $ (199,727)    $ (24,228)

Professional fees and other1

  2,545     5,105

Legal costs2

  1,250     264

Restructuring and other related charges, net3

  186     208

Goodwill impairment charge  191,788     —

Tax impact of adjustments and other net tax items4

  (14,050)    (1,171)

Adjusted net income (loss)  $ (18,008)    $ (19,822)

Adjusted net income (loss) per common share:

Basic  $ (0.59)    $ (0.66)

Diluted  $ (0.59)    $ (0.66)

Adjusted EBIT and Adjusted EBITDA:

Net income (loss)  $ (199,727)    $ (24,228)

Provision (benefit) for income taxes  (20,453)   333

Interest expense, net  6,776   7,425

Foreign currency gain (loss)  574   (87)

Pension expense (credit)5

  (129)   (6)

Other expense (income), net6

  27   35

Professional fees and other1

  2,545   5,105

Legal costs2

  1,250   264

Restructuring and other related charges, net3

  186   208

Goodwill impairment charge  191,788   —

Adjusted EBIT  (17,163)   (10,951)

Depreciation and amortization

Amount included in operating expenses  5,937     6,331

Amount included in SG&A expenses  5,771     5,940

Total depreciation and amortization  11,708     12,271

Non-cash share-based compensation costs  1,530     2,434

Adjusted EBITDA  $ (3,925)    $ 3,754

Free Cash Flow:

Cash provided by operating activities  $ 917     $ 7,628

Capital expenditures  (8,305)    (6,610)

Free Cash Flow  $ (7,388)    $ 1,018

____________________________________

1 For the three months ended March 31, 2020 and March 31, 2019, includes $1.8 million and $3.2 million, respectively, associated with the OneTEAM program (exclusive of restructuring costs).

2 For the three months ended March 31, 2020, primarily relates to accrued costs due to international legal and internal control review matters. For the three months ended March 31, 2019, primarily relates to intellectual property legal defense costs associated with Quest Integrity.

3 Relates to restructuring costs incurred associated with the OneTEAM program, including international restructuring under the OneTEAM program.

4 Represents the tax effect of the adjustments at an assumed marginal tax rate of 21% for the three months ended March 31, 2020 and 2019 except for the adjustment of the goodwill impairment charge for which the actual tax impact was used.

5 Represents pension expense (credit) for the U.K. pension plan based on the difference between the expected return on plan assets and the cost of the discounted pension liability. The pension plan has had no new participants added since the plan was frozen in 1994 and accruals for future benefits ceased in connection with a plan curtailment in 2013.

6 Relates to statutory fees incurred by certain foreign entities, which will not be considered a non-GAAP adjustment in future filings.

We hope this letter is responsive to your comments and request for information. We acknowledge that the Company and management are responsible for the accuracy and adequacy of their disclosures. The Company’s goal is to address the comment in a manner that is acceptable to the Staff. If you or any member of the Staff has any questions regarding the responses set forth herein, please contact the undersigned at (281) 388-5521.

Sincerely,

/s/ Susan M. Ball

Susan M. Ball

Executive Vice President, Chief Financial Officer and Treasurer

Team, Inc.

United States securities and exchange commission logo
July 29, 2020
Susan M. Ball
Executive Vice President, Chief Financial Officer and Treasurer
Team, Inc.
13131 Dairy Ashford, Suite 600
Sugar Land, Texas 77478
Re:Team, Inc.
Form 10-K for the Year Ended December 31, 2019
Filed March 16, 2020
Form 10-Q for the Quarter Ended March 31, 2020
Filed June 19, 2020
File No. 001-08604
Dear Ms. Ball:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 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-Q for the Quarter Ended March 31, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures and Reconciliations, page 34
1.You disclose various non-GAAP financial measures on pages 35 and 36 including
"consolidated adjusted net income (loss)", "adjusted net income (loss) per diluted share",
"adjusted earnings before interest and taxes ("adjusted EBIT")",  "adjusted earnings before
interest, taxes, depreciation and amortization" (“adjusted EBITDA”), and "free cash flow"
to supplement financial information presented on a GAAP basis.  Your disclosure also
includes "adjusted EBIT" and "adjusted EBITDA" by segment.  Please revise to explain
why you believe each of these non-GAAP measures is useful  to potential investors.  Also,
please revise to disclose to the extent material, any additional purposes for which these
non-GAAP measures are used by your management.  Refer to the guidance outlined in

 FirstName LastNameSusan M. Ball
 Comapany NameTeam, Inc.
 July 29, 2020 Page 2
 FirstName LastName
Susan M. Ball
Team, Inc.
July 29, 2020
Page 2
Item 10(e)(i)(C) and (D) of Regulation S-K.

2.Please revise to reconcile the non-GAAP measures "adjusted EBIT" and "adjusted
EBITDA" to net income (loss), which appears to be the most comparable GAAP
measure.  Refer to the guidance outlined in Question 103.02 of the Division's Compliance
and Disclosure Interpretations Regarding Non-GAAP Measures as updated April 14,
2018.  The disclosures included in your press releases disclosing your quarterly earnings
should be similarly revised.
            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 Linda Cvrkel at (202) 551-3813 or James Allegretto at (202) 551-3849
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3720
August 15 , 2017

Ted W. Owen
Chief Executive Officer
Team, Inc.
13131 Dairy Ashford, Suite 600
Sugar Land, TX  77478

Re: Team, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 16, 2017
File No. 001-08604

Dear Mr. Owen :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Terry French for

Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

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13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

August 10, 2017

BY EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington D.C. 20549

Mail Stop 3720

Attn: Terry French

RE:

 Team, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2016

 Filed March 16, 2017

 Form 8-K filed May 10, 2017

 File No. 001-08604

Dear Mr. French:

This letter responds to the comment Team, Inc. (“we,” “our,” “Team,” or the “Company”) received from the U.S. Securities and Exchange Commission (the “SEC”) by letter dated August 1, 2017 regarding the above-referenced filing.

We hope this letter is responsive to your comment and request for information. The Company’s goal is to address the comment in a manner that is acceptable to the SEC staff.

For your convenience, our response is prefaced by the SEC’s comment.

Form 8-K filed May 10, 2017

In future filings, please remove the description “non-routine” from any non-GAAP adjustment that has occurred in the prior two years or is reasonably likely to recur within the next two years. Please refer to Question 102.03 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Team Response:

We acknowledge the staff’s comment and in future filings we will remove the description “non-routine” from any non-GAAP adjustment that has occurred in the prior two years or is reasonably likely to recur within the next two years as noted in Question 102.03 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

* * * *

Page 1 of 2

We would be pleased to address any further comments that the Commission has with respect to our filings.

Very truly yours,

/s/ Greg L. Boane

Greg L. Boane

Executive Vice President and Chief Financial Officer

Page 2 of 2

Mail Stop 3720
August 1, 2017

Ted W. Owen
Chief Executive Officer
Team, Inc.
13131 Dairy Ashford, Suite 600
Sugar Land, TX  77478

Re: Team, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 16, 2017
Form 8 -K filed May 10, 2017
File No. 001-08604

Dear Mr. Owen :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .

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 review ing your response to this comment , we may have  additional comments.

Form 8 -K filed May 10, 2017

In future filings, please remove the description “non -routine” from any non -GAAP
adjustment that has occurred in the prior two years or is reason ably likely to recur within
the next two years.  Please r efer to Question 102.03  of the updated Non -GAAP
Compliance and Disclosure Interpretations issued on May 17, 2016.

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.

Ted W. Owen
Team, Inc.
August 1, 2017
Page 2

You may contact Jamie Kessel at (202) 551 -3727  or Terry French  at (202)  551-3828 with
any questions.

Sincerely,

 /s/ Terry French  for

Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

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 13131 Dairy Ashford, Suite 600

Sugar Land, Texas 77478

 January 15, 2016

BY EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:

Larry Spirgell, Assistant Director

Paul Fischer, Staff Attorney

Re:

Team, Inc.

Registration Statement on Form S-4

File No. 333-208756

 Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Team, Inc. (the “Registrant”) hereby requests the acceleration of the
effectiveness of its Registration Statement on Form S-4, as amended by Amendment No. 2 thereto (File No. 333-208756), to January 19, 2016, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

In connection with the foregoing request for acceleration, the Registrant hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it 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;

•

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.

 Please contact Michelle Earley of Locke Lord LLP at (512) 305-4818 with any questions you
may have concerning this request. In addition, please notify Ms. Earley when this request for acceleration has been granted.

Very truly yours,

André C. Bouchard

Executive Vice President, Administration, Chief Legal Officer & Secretary

cc:
Michelle A. Earley

Locke Lord LLP

February 22, 2011
 Mr. Ted W. Owen Chief Financial Officer Team, Inc. 200 Hermann Drive Alvin, Texas 77511
Re: Team, Inc.
Form 10-K for the fiscal year ended May 31, 2010 Filed August 6, 2010 Form 10-Q for the Fiscal Qu arter Ended November 30, 2010
Filed January 7, 2011 File No. 1-08604

Dear Mr. Owen:

 We have reviewed your filing and have the following comments.  Except where indicated, please confirm you will comply w ith our comments in future filings.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

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

 Item 7. Management’s Discussion and Analysis…, page 15

 General

1. In future filings please provide a tabular disc losure of contractual obligations pursuant to
Item 303(a)(5) of Regulation S-K.
 Critical Accounting Policies

 Goodwill and Other Intangible Assets, page 22

2. We note that goodwill represents 21% or more of your assets as of May 31, 2010.  In
light of the significance of  your goodwill balance, we exp ect robust and comprehensive
disclosure both in your footnote and in your critical accounting po licies regarding your

Mr. Ted W. Owen Team, Inc. February 22, 2011 Page 2

impairment testing policy.  This disclosure  should provide inve stors with sufficient
information about management's insights and assumptions with regard to the
recoverability of goodwill.  Specifically, plea se disclose the following information for
each reporting unit (with material goodwill) that  is at risk of failing step one of the
goodwill impairment test:

• Percentage by which fair value exceeded carrying value as of the most recent
step-one test;
• Amount of goodwill allo cated to the unit;
• Description of the methodology used  to determine fair value;
• Description of key assumptions used  and how the key assumptions were
determined; and
• Discussion of the uncertainty associat ed with the key assumptions and any
potential events and/or circumstances that  could have a negati ve effect on the
key assumptions.
 Otherwise disclose, if true, in your critical  accounting policies that none of your reporting
units with significant goodwill is at risk of  failing step one of the goodwill impairment
test.  Please provide us y our proposed disclosures.
 Item 15. Exhibits

 Note 1. Summary of Significant Accounting Policies and Practices

 Property, Plant and Equipments, page 37

3. We note that you disclose your policy for leas ehold improvements is between 2-10 years.
Please tell us how you have factored the leas e term in your determin ation of the life or
lives of your leasehold improvement(s).  In  this regard we note that leasehold
improvements should be amortized over the shor ter of their respectiv e useful life or the
lease term.
 Exhibits 31.1 and 31.2

4. We note that the certifications required by Exchange Act Rule 13a -14(a) continue to
substitute “annual report” fo r “report” in paragraphs 2 and 3, and omit language in
paragraph 4(d), namely “(the registrant’s four th fiscal quarter in the case of an annual
report).”  In future filings please revise the certifications to include all required
provisions.  See Item 601(b )(31) of Regulation S-K.
 Form 10-Q for the Fiscal Quarter Ended November 30, 2010

 Notes to the Unaudited Consolidat ed Condensed Financial Statements

Mr. Ted W. Owen Team, Inc. February 22, 2011 Page 3

7. Long-Term Debt, Derivatives a nd Letters of Credit, page 13

5. We note on page 13 that your future maturity on long-term debt in 2012 is anticipated to
be approximately $77,373,000.  In future fi lings please discuss in Management’s
Discussion and Analysis the impact of l ong-term debt maturity obligations on your
liquidity and capital resour ce including discussion of po ssible methods for managing
your debt obligations.

Please file all correspondence over EDGAR.  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 applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Michael He nderson, Senior Staff Acc ountant, at (202) 551-3365 or
Terry French, Accountant Branch Chief, at (202) 551-3828 if you have questions regarding
comments on the financial statements and rela ted matters.  Please contact Kate Beukenkamp,
Attorney-Advisor, at (202) 551-6971 or me at (202) 551-3810 with any other questions.

Sincerely,

Larry Spirgel Assistant Director

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Correspondence Filing

 April 14, 2005

 United States Securities and Exchange Commission

 Mail Stop 4-7

450 Fifth Street, N. W.

 Washington, D. C. 20549

 Attn: Larry Spirgel, Assistant Director

RE:
Team, Inc.

 Form 10-K for the fiscal year ended May 31, 2004

 Filed August 25, 2004

 Forms 10-Q for the quarters ended August 31, 2004 and

 November 30, 2004

 Forms 8-K filed August 11, 2004 and January 13, 2005

 File No. 1-08694

 Dear Mr. Spirgel:

 This letter is in response to your comment letter dated March 22, 2005 regarding the above referenced filings. To facilitate your review of our responses, we have duplicated your comments below and added our response
to each item in italicized type.

 We hereby confirm and acknowledge that:

•

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

 We have filed an amendment to Form 10-K for the year ended May
31, 2004 to incorporate the required Rule 13a-14(a) certifications as set forth in Item 601(b)(31) of Regulation S-K.

 Securities and Exchange Commission

 April 14, 2005

 Page 2 of 11

 ****************************************************

 Form 10-K for the fiscal year ended May 31, 2004

 Item 1. Business, page 1

1.
You state at the beginning of the Business section that you conduct operations in Singapore, Aruba, Canada and Trinidad. With a view to disclosure, tell us the portion of your
revenues generated by your operations in those countries, and whether you believe those international operations are material to the company. In this regard, we note that you do not provide further details about your international operations in the
Business section and then only mention them briefly in your management’s discussion and analysis of operating results for fiscal year 2003 compared to 2002. See Item 101(d) of Regulation S-K.

 Team Response:

 We confirm that appropriate disclosure will be added to Form 10-K for
year ended May 31, 2005. In our Form 10-Q filing for the period ended February 28, 2005, we have added disclosures in the MD&A section disclosing the components of foreign revenues for both the industrial services and equipment sales and rental
segments.

 Item 6: Selected Financial Data, page 9

2.
In accordance with Item 301 of Regulation S-K, revise your Selected Financial Data to describe factors such as accounting changes, business combinations, or dispositions which may
affect the comparability of information included in the selected financial data. Alternatively, you can cross-reference to a similar discussion of the above.

 Team Response:

 We confirm that appropriate information will be added to our Selected Financial Data in our Form 10-K for the year ending May 31, 2005.

 Item 7. Management’s Discussion and Analysis of Financial Conditions and Results
of Operations, page 10

3.
We encourage you to provide a forward-looking, executive-level overview that provides context for the remainder of the discussion in management’s discussion and analysis.
Generally, start your discussion with an overview of your sources of revenue and significant factors to consider in evaluating your financial condition. This overview should contain only the most important elements of the company’s business
that

 Securities and Exchange Commission

 April 14, 2005

 Page 3 of 11

 management considers on a day-to-day basis in running the company. In addition, when considering future revisions to management’s discussion and
analysis, please consult the Commission’s December 2003 interpretive release on management’s discussion and analysis, Release No. 34-48960, available on our website at <http://www.sec.gov/rules/interp/33-8350.htm>.

 Team Response:

 We confirm that appropriate information will be added to our MD&A
discussion in our Form 10-K for the year ending
 May 31, 2005.

 In our Form 10-Q for the period ended February 28, 2005, we have added a lead-in “overview” section addressing the important elements of our day-to-day business.

4.
We note you discuss the line item for revenues, but do not discuss year-to-year changes in line items such as net income, operating expenses, interest, and taxes. Please discuss
changes in these line items (as well as changes in other material line items), quantifying the changes, disclosing the percentage change, and analyzing whether or not management believes these changes are known trends or uncertainties that are
reasonably likely to materially impact the company’s business going forward.

 Team Response:

 We confirm that appropriate information will be added to our MD&A discussion in our Form 10-K for the year ending
 May 31, 2005.

 In our Form 10-Q for the period ended February 28, 2005, we have added
extensive information in the form of tables and narratives addressing these issues.

5.
Please discuss known trends or uncertainties that you reasonably expect will have a material favorable or unfavorable impact on net sales, revenues or income from continuing
operations, as required by Regulation S-K Item 303(a)(3)(ii). For example, we note that you did not experience revenue growth from non-destructive testing services for the fiscal years ended 2003 and 2004. Is this a known trend that you reasonably
expect will continue to have a material unfavorable impact on revenues? As another example, how do you anticipate your acquisitions will impact your results? Please revise your Management’s Discussion and Analysis section to not only discuss
past operating results, but the possible material impact of known trends or uncertainties on future operating results.

 Securities and Exchange Commission

 April 14, 2005

 Page 4 of 11

 Team Response:

 We confirm that appropriate information will be added to our MD&A discussion in our Form 10-K for the year ending
 May 31, 2005.

 In our Form 10-Q for the period ended February 28, 2005, we have added
information in the form of tables and narratives addressing these issues.

6.
We note your presentation of “earnings before interest and taxes,” or EBIT, on a consolidated basis. Please identify this measure as a non-GAAP measure. Refer to Question
21 of our frequently asked questions on non-GAAP measures which is available on our website at http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm. In addition, disclose why management believes that the presentation of this non-GAAP
financial measure provides useful information to investors.

 Team Response:

 As discussed with Dave Waltz by telephone, we have adopted the terminology, “operating income” in lieu of our previous use of the term earnings before interest and taxes, or “EBIT”.

7.
Disclose if management considers consolidated EBIT to be an indicator of operating performance or liquidity. If you present consolidated EBIT as a measure of operating performance,
please refer to the guidance in Questions 8 and 15 of our frequently asked questions on non-GAAP measures. In this regard, if you present a non-GAAP measure that excludes recurring charges, you must provide detailed disclosures why management
believes a performance measure that excludes these recurring charges is useful. Your discussion should, at a minimum, disclose the following:

•

the manner in which management uses the non-GAAP measure to conduct or evaluate the business;

•

the economic substance behind management’s decision to use such a measure;

•

the material limitations associated with the use of the non-GAAP measure as compared to the use of the most directly comparable GAAP measure, net income (loss); and

•

the manner in which management compensates for these limitations when using the non-GAAP financial measure.

 Team Response

 Management considers operating income, which, for Team, is equivalent to
earnings before interest and taxes, to be an indicator of operating performance. As disclosed in the MD&A section of our Form 10-Q for the period ending February 28, 2005, we believe that operating income is an appropriate performance measure to
discuss since it allows

 Securities and Exchange Commission

 April 14, 2005

 Page 5 of 11

 investors to consider our operating performance without regard to financial leverage and capital structure.

8.
We note that you also refer to EBIT as “operating profits.” We encourage you to use another term, since “operating profits” may be confused with the similarly
titled GAAP measure “operating income.” See Item 10(e)(1)(ii)(E) of Regulation S-K.

 Team Response

 In our Form 10-Q for the period ended February 28, 2005, we have deleted the confusing terminology, “operating profits” and replaced it with
the term “operating income”

 Liquidity and
Capital Resources, page 12

9.
Please provide a more detailed discussion of your short-term and long-term sources of funds, and why you believe you have sufficient funds and adequate financial sources available
to meet your anticipated liquidity needs. For example, while we recognize that your liquid working capital for the 2004 fiscal year end equaled $16.3 million and represented an increase of approximately 54% over the prior year, we also note the
following:

•

$16,160,000 of your long-term debt matures in the fiscal year ended 2006;

•

you purchased Thermal Solutions, Inc.;

•

you increased your total outstanding debt by $7.5 million

•

your lease commitments for the 2006 year end amount to $2,029,000; and

•

you just purchased Cooperheat-MQS, Inc., a company that is operating as debtor-in-possession in a Chapter 11 case.

 How do these matters impact your liquidity and capital resources?

 Team Response

 With respect to our Form 10-K for the year ended May 31, 2004, we would
point out to the staff that the disclosure of a new credit facility on page 13 (Liquidity and Capital Resources) addresses the questions raised by the bulleted points above.

 With respect to our Form 10-Q for the period ending February 28, 2005, we have added disclosure about our cash flows and
extension of our credit capacity.

10.
We note your discussion of “liquid working capital.” Please discuss cash flows from operating activities, cash flows from investing activities, and cash flows from
financial activities.

 Securities and Exchange Commission

 April 14, 2005

 Page 6 of 11

 Team Response:

 We confirm that appropriate information will be added to our MD&A discussion in our Form 10-K for the year ending
 May 31, 2005.

 With respect to our Form 10-Q for the period ending February 28, 2005,
we have added disclosure about our cash flows and extension of our credit capacity.

 Critical Accounting Policies, page 13

11.
Please explain how each accounting estimate could materially affect your operations and financial condition. In this respect, your discussions of revenue recognition, valuation of
goodwill and deferred income taxes do not contain any specific analysis of how the estimates used in each of these areas are significant to the company, and do not quantify the estimates you are making with regard to each critical accounting policy.
For example, with regard to your accounting for deferred income taxes, why does management believe that it is more likely than not that Team will have sufficient future taxable income to realize the benefits of net deferred tax assets? What would be
the impact of recording an increase in your valuation allowance, and would that impact materially affect your operations and financial condition? Please provide this detailed analysis for each critical accounting estimate.

 Team Response:

 We confirm that appropriate information will be added to our MD&A
discussion in our Form 10-K for the year ending
 May 31, 2005.

 With respect to our Form 10-Q for the period ending February 28, 2005, we have added information that we are assured of realizing deferred tax assets because of our track record of consistent earnings growth over the past five years and
our projections of future taxable income over the periods in which the deferred tax assets are deductible.

 We have also added disclosure about how goodwill is allocated to reporting units and that the annual impairment test will be conducted at year-end.

 Finally, with respect to revenue recognition, we added
disclosure to that our revenue recognition does not involve a significant amount of estimation, but that there is an aspect of earned but unbilled revenue that exists at the end of each period, which at February 28, 2005 amounted to $1.8 million.

 Securities and Exchange Commission

 April 14, 2005

 Page 7 of 11

 Financial Statements, page 15

 Consolidated statements of
operations, page 17

12.
Delete the line item “Earnings before interest and taxes” from the face of the statement of operations and elsewhere. This line item is not in accordance with Rule 5-03 of
Regulation S-X and further it represents a non-GAAP measure. You should only include this line item in the segment footnote if “Earnings before interest and taxes” is your segment measure of profit/loss.

 Team Response:

 As per our telephone conversation with Dave Walz on April 12, 2005, in
our Form 10-Q for the period ended February 28, 2005, we have revised the caption as operating income.

 Footnote 1 – Summary of Significant Accounting Policies

 Goodwill, page 21

13.
In describing the company’s accounting for Goodwill, you indicate the company adopted the provisions of SFAS No. 142, ‘Goodwill and Other Intangible Assets’ effective
June 1, 2002. SFAS No. 142 requires an impairment test, both on an annual basis and in the instance of indicators of impairment. This impairment test is to be performed at the reporting unit level. Tell us specifically how you identified your
reporting units, and revise your disclosures to include this detail in this footnote and in your critical accounting policies. Also, tell us what those reporting units are in accordance with paragraph 30 of SFAS No. 142 and EITF D-101. Additionally,
tell us how you have determined the amount of goodwill to be assigned to the reporting units.

 Team Response:

 We confirm that appropriate information will be added to our Goodwill disclosure in our Form 10-K for the year ending May 31, 2005.

 In our Form 10-Q for the period ended February 28, 2005, we have added
disclosure about the composition of goodwill, the additions/adjustments to goodwill from May 31, 2004 to February 28, 2005, how goodwill was assigned to each reporting unit and how reporting units were determined.

14.
Specifically describe in your goodwill policy the manner in which you conduct annual impairment testing. For example, explain that the first step in the process is to identify
potential goodwill impairment by comparing the estimated fair value of the reporting unit

 Securities and Exchange Commission

 April 14, 2005

 Page 8 of 11

 to its carrying amount. The second step measures the amount of the impairment based on a comparison of the ‘implied fair value’ of goodwill with
its carrying amount.

 Team Response:

 We confirm that appropriate information will be added to our Goodwill
disclosure in our Form 10-K for the year ending May 31, 2005. Nothing, with respect to this comment, is added in our Form 10-Q for the period ending February 28, 2005 as this is an annual test which we perform at the end of each fiscal year.

15.
Provide the disclosures required by paragraph 45(c) of SFAS 142.

 Team Response:

 We confirm that appropriate information will be added to our Goodwill disclosure in our Form 10-K for the year ending May 31, 2005. For the period
ending February 28, 2005, we have added the required disclosures to Note 9, Goodwill, in the consolidated conden

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4-7

      March 22, 2005

Via U.S. Mail and Fax: 281.388.5583
Philip J. Hawk
Chief Executive Officer
Team, Inc.
200 Hermann Drive
Alvin, Texas 77511

	RE:	Team, Inc.
		Form 10-K for the fiscal year ended May 31, 2004
      Filed August 25, 2004

		Forms 10-Q for the quarters ended August 31, 2004 and
November 30, 2004
		Forms 8-K filed August 11, 2004 and January 13, 2005
		File No. 1-08694

Dear Mr. Hawk:

      We have reviewed your filings and have the following
comments.
Please file an amended Form 10-K in its entirety to revise your
Rule
13a-14(a) certifications within 10 business days of the date of
this
letter.  As to all other comments, please confirm that you will
comply with our comments in your future periodic reports.  If you
disagree with any of our comments, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
Where indicated, provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended May 31, 2004

Item 1. Business, page 1

1. You state at the beginning of the Business section that you
conduct operations in Singapore, Aruba, Canada and Trinidad.  With
a
view to disclosure, tell us the portion of your revenues generated
by
your operations in those countries, and whether you believe those
international operations are material to the company.  In this
regard, we note that you do not provide further details about your
international operations in the Business section and then only
mention them briefly in your management`s discussion and analysis
of
operating results for fiscal year 2003 compared to 2002.  See Item
101(d) of Regulation S-K.

Item 6: Selected Financial Data, page 9

2. In accordance with Item 301 of Regulation S-K, revise your
Selected Financial Data to describe factors such as accounting
changes, business combinations, or dispositions which may affect
the
comparability of information included in the selected financial
data.
Alternatively, you can cross-reference to a similar discussion of
the
above.

Item 7. Management`s Discussion and Analysis of Financial
Conditions
and Results of Operations, page 10

3. We encourage you to provide a forward-looking, executive-level
overview that provides context for the remainder of the discussion
in
management`s discussion and analysis.  Generally, start your
discussion with an overview of your sources of revenue and
significant factors to consider in evaluating your financial
condition.  This overview should contain only the most important
elements of the company`s business that management considers on a
day-to-day basis in running the company.  In addition, when
considering future revisions to management`s discussion and
analysis,
please consult the Commission`s December 2003 interpretive release
on
management`s discussion and analysis, Release No. 34-48960,
available
on our website at <http://www.sec.gov/rules/interp/33-8350.htm>.

4. We note you discuss the line item for revenues, but do not
discuss
year-to-year changes in line items such as net income, operating
expenses, interest, and taxes.  Please discuss changes in these
line
items (as well as changes in other material line items),
quantifying
the changes, disclosing the percentage change, and analyzing
whether
or not management believes these changes are known trends or
uncertainties that are reasonably likely to materially impact the
company`s business going forward.

5. Please discuss known trends or uncertainties that you
reasonably
expect will have a material favorable or unfavorable impact on net
sales, revenues or income from continuing operations, as required
by
Regulation S-K Item 303(a)(3)(ii).  For example, we note that you
did
not experience revenue growth from non-destructive testing
services
for the fiscal years ended 2003 and 2004.  Is this a known trend
that
you reasonably expect will continue to have a material unfavorable
impact on revenues?  As another example, how do you anticipate
your
acquisitions will impact your results?  Please revise your
Management`s Discussion and Analysis section to not only discuss
past
operating results, but the possible material impact of known
trends
or uncertainties on future operating results.

6. We note your presentation of "earnings before interest and
taxes,"
or EBIT, on a consolidated basis.  Please identify this measure as
a
non-GAAP measure.  Refer to Question 21 of our frequently asked
questions on non-GAAP measures which is available on our website
at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.  In
addition, disclose why management believes that the presentation
of
this non-GAAP financial measure provides useful information to
investors.

7. Disclose if management considers consolidated EBIT to be an
indicator of operating performance or liquidity.  If you present
consolidated EBIT as a measure of operating performance, please
refer
to the guidance in Questions 8 and 15 of our frequently asked
questions on non-GAAP measures.  In this regard, if you present a
non-GAAP measure that excludes recurring charges, you must provide
detailed disclosures why management believes a performance measure
that excludes these recurring charges is useful.  Your discussion
should, at a minimum, disclose the following:

* the manner in which management uses the non-GAAP measure to
conduct
or evaluate the business;
* the economic substance behind management`s decision to use such
a
measure;
* the material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure, net income (loss); and
* the manner in which management compensates for these limitations
when using the non-GAAP financial measure.

8. We note that you also refer to EBIT as "operating profits."  We
encourage you to use another term, since "operating profits" may
be
confused with the similarly titled GAAP measure "operating
income."
See Item 10(e)(1)(ii)(E) of Regulation S-K.

      Liquidity and Capital Resources, page 12

9. Please provide a more detailed discussion of your short-term
and
long-term sources of funds, and why you believe you have
sufficient
funds and adequate financial sources available to meet your
anticipated liquidity needs.  For example, while we recognize that
your liquid working capital for the 2004 fiscal year end equaled
$16.3 million and represented an increase of approximately 54%
over
the prior year, we also note the following:

* $16,160,000 of your long-term debt matures in the fiscal year
ended
2006;
* you purchased Thermal Solutions, Inc.;
* you increased your total outstanding debt by $7.5 million
* your lease commitments for the 2006 year end amount to
$2,029,000;
and
* you just purchased Cooperheat-MQS, Inc., a company that is
operating as debtor-in-possession in a Chapter 11 case.

How do these matters impact your liquidity and capital resources?

10. We note your discussion of "liquid working capital."  Please
discuss cash flows from operating activities, cash flows from
investing activities, and cash flows from financial activities.

Critical Accounting Policies, page 13

11. Please explain how each accounting estimate could materially
affect your operations and financial condition.  In this respect,
your discussions of revenue recognition, valuation of goodwill and
deferred income taxes do not contain any specific analysis of how
the
estimates used in each of these areas are significant to the
company,
and do not quantify the estimates you are making with regard to
each
critical accounting policy.  For example, with regard to your
accounting for deferred income taxes, why does management believe
that it is more likely than not that Team will have sufficient
future
taxable income to realize the benefits of net deferred tax assets?
What would be the impact of recording an increase in your
valuation
allowance, and would that impact materially affect your operations
and financial condition?  Please provide this detailed analysis
for
each critical accounting estimate.

Financial Statements, page 15

      Consolidated statements of operations, page 17

12. Delete the line item "Earnings before interest and taxes" from
the face of the statement of operations and elsewhere.  This line
item is not in accordance with Rule 5-03 of Regulation S-X and
further it represents a non-GAAP measure.  You should only include
this line item in the segment footnote if "Earnings before
interest
and taxes" is your segment measure of profit/loss.

      Footnote 1 - Summary of Significant Accounting Policies

      Goodwill, page 21

13. In describing the company`s accounting for Goodwill, you
indicate
the company adopted the provisions of SFAS No. 142, `Goodwill and
Other Intangible Assets` effective June 1, 2002.  SFAS No. 142
requires an impairment test, both on an annual basis and in the
instance of indicators of impairment.  This impairment test is to
be
performed at the reporting unit level.  Tell us specifically how
you
identified your reporting units, and revise your disclosures to
include this detail in this footnote and in your critical
accounting
policies.  Also, tell us what those reporting units are in
accordance
with paragraph 30 of SFAS No. 142 and EITF D-101.  Additionally,
tell
us how you have determined the amount of goodwill to be assigned
to
the reporting units.

14. Specifically describe in your goodwill policy the manner in
which
you conduct annual impairment testing.  For example, explain that
the
first step in the process is to identify potential goodwill
impairment by comparing the estimated fair value of the reporting
unit to its carrying amount.  The second step measures the amount
of
the impairment based on a comparison of the `implied fair value`
of
goodwill with its carrying amount.

15. Provide the disclosures required by paragraph 45(c) of SFAS
142.

		Footnote 13 - Acquisitions, page 35

16. Provide to us a condensed balance sheet for TSI, indicating
the
amount assigned to each major asset and liability caption of TSI
at
the acquisition date.  Refer to SFAS 141, paragraph 51(e).

Item 9A. Controls and Procedures, page 38

17. Item 307 of Regulation S-K and Securities and Exchange Act
Rule
13a-15(b) require the evaluation of the effectiveness of the
company`s disclosure controls and procedures as of the end of the
period covered by the report.  Please confirm to us supplementally
that your chief executive officer and chief financial officer
evaluated the effectiveness of the company`s disclosure controls
and
procedures as of the end of the period covered by the Form 10-K.

18. We note your disclosure that "[t]here have been no significant
changes in the Company`s internal controls or in other factors
that
could significantly affect these controls subsequent to the date
of
their evaluation" (emphasis added).  Item 308(c) of Regulation S-K
requires the disclosure of any change in your internal control
over
financial reporting identified in connection with an evaluation
thereof that occurred during your last fiscal quarter (or your
fourth
fiscal quarter in the case of an annual report) that has
materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm to us
supplementally that there was no change in your internal control
over
financial reporting that occurred during your fourth fiscal
quarter
in 2004 that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting.
In addition, please provide similar confirmations with respect to
your Forms 10-Q for the quarters ended August 31, 2004 and
November
30, 2004.  Please comply with Item 308(c) of Regulation S-K in
future
filings.

Exhibits 31.1 and 31.2

19. Your Rule 13a-14(a) certifications do not match the exact
language set forth in Item 601(b)(31) of Regulation S-K.  Please
provide revised certifications so that the certifications conform
exactly to the form of Rule 13a-14(a) certification set forth in
Item
601(b)(31) of Regulation S-K.  Please note that, when filing your
amendment to revise your Rule 13a-14(a) certifications, you must
re-
file your Form 10-K in its entirety.

Form 10-Q for the quarterly period ended November 30, 2004

Footnote 2 - Acquisitions, page 5
20. Provide to us a condensed balance sheet for Cooperheat,
indicating the amount assigned to each major asset and liability
caption of Cooperheat at the acquisition date.  Refer to SFAS 141,
paragraph 51 (e).

Form 8-K filed August 12, 2004

21. We note that you didn`t file the financial information
required
by Item 9.01(a)(4) and (b)(2) of Form 8-K in the prescribed time
period.  We advise you that this may impact your eligibility to
use
particular forms, such as Form S-3.

Form 8-K filed January 13, 2005

22. Please comply with the applicable comments on EBIT in your
future
Forms 8-K furnished under Item 2.02.

*	*	*	*

       Please amend your Form 10-K and respond to these comments
within 10 business days or tell us when you will provide us with a
response.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information, and file that cover letter
on
EDGAR.  Detailed cover letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a 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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact David Walz, Staff Accountant, at (202) 824-
5686, or Ivette Leon, Assistant Chief Accountant, at (202) 942-
1982
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Derek Swanson, Staff
Attorney,
at (202) 824-5526, Kathleen Krebs, Special Counsel, at (202) 942-
1990, or me at (202) 942-1990 with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

??

??

??

??

Team, Inc.
March 22, 2005
Page 1 of 7

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