SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
BURROW MICHAEL L
(Last) (First) (Middle)
654 N SAM HOUSTON PKWY E, SUITE 400
(Street)
HOUSTON TX 77060-5914
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENGLOBAL CORP [ ENG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/31/2006 		6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 3 245,474(1) D
Common Stock 3 1,585,257(2) I By FLP
Common Stock 04/07/2003 S4 2,104 D $0.96 243,370 D
Common Stock 04/07/2003 S4 2,523 D $0.96 1,582,734 I By FLP
Common Stock 04/09/2003 S4 159 D $0.96 243,211 D
Common Stock 04/09/2003 S4 191 D $0.96 1,582,543 I By FLP
Common Stock 06/30/2003 S4 179 D $0.96 234,032 D
Common Stock 06/30/2003 S4 215 D $0.96 1,582,328 I By FLP
Common Stock 02/11/2004 S4 2,848 D $0.96 240,184 D
Common Stock 02/11/2004 S4 3,416 D $0.96 1,578,912 I By FLP
Common Stock 03/29/2004 S4 701 D $0.96 239,483 D
Common Stock 03/29/2004 S4 841 D $0.96 1,578,071 I By FLP
Common Stock 10/15/2004 S4 897 D $0.96 240,586(3) D
Common Stock 10/15/2004 S4 1,074 D $0.96 1,576,997 I By FLP
Common Stock 12/31/2004 S4 58,499 D $0.96 182,087 D
Common Stock 12/31/2004 S4 70,190 D $0.96 1,506,807 I By FLP
Common Stock(4) 12/13/2006 M 60,000 A $2.05 256,129 D
Common Stock(5) 1,086,807 I By FLP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)(6) $2.05 03/25/2004 4A 100,000 (7) 03/25/2014 Common Stock 100,000 $0 414,042 D
Employee Stock Option (Right to Buy)(6)(8) $2.05 12/13/2006 M 60,000 (7) 03/25/2014 Common Stock 60,000 $0 40,000 D
Explanation of Responses:
1. This number was incorrectly reported as 832,204 in the reporting person's original Form 3.
2. This number was incorrectly reported as 998,527 in the reporting person's original Form 3.
3. This total includes 2,000 shares, the acquisition of which was reported on a Form 4 filed by the reporting person on May 24, 2004.
4. This line amends line 3 of Table I of the Form 4 filed by the reporting person on December 15, 2006.
5. This line amends line 4 of Table I of the Form 4 filed by the reporting person on December 15, 2006.
6. Options granted pursuant to ENGlobal Corporation 1998 Incentive Plan.
7. The option vests as follows: 20% on date of grant, and four equal annual installments of 20% each beginning on December 31, 2004.
8. This line amends line 3 of Table II of the Form 4 filed by the reporting person on December 15, 2006.
/s/ Michael L. Burrow by Natalie S. Hairston, Power of Attorney 02/14/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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