UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

ENGLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

           NEVADA                                                88-0322261
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  (State of incorporation                                     (I.R.S. Employer
      or organization)                                       Identification No.)

654 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060-5914
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class                     Name of each exchange on which
          to be so registered                     each class is to be registered

Common Stock, par value $0.001 per share           The NASDAQ Stock Market LLC

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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X|

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_|

Securities Act registration statement file number to which this form relates:
_______________________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:


(Title of class)


(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Explanatory Note

This Registration Statement on Form 8-A of ENGlobal Corporation (the "Registrant") replaces the Registration Statement on Form 8-A of the Registrant previously filed with the Securities and Exchange Commission (the "Commission") on June 11, 1998. The Registrant's Common Stock has been approved for listing and trading on the NASDAQ Global Market and is expected to begin trading on such market on December 18, 2007.


Item 1. Description of Registrant's Securities to be Registered.

The following description of the Registrant's Common Stock is a summary only and is subject to and qualified in its entirety by the Registrant's Restated Articles of Incorporation, as amended (the "Amended Articles"), and the Registrant's Amended and Restated Bylaws (the "Bylaws"), and by applicable provisions of Nevada law. The Amended Articles and the Bylaws are incorporated herein by reference.

Authorized Capital Stock

The Registrant is authorized to issue 75,000,000 shares of common stock, par value $0.001 per share ("Common Stock"), and 2,000,000 shares of undesignated (blank check) preferred stock, par value $0.001 per share ("Preferred Stock"). As of December 17, 2007, there were 27,051.766 shares of Common Stock and no shares of Preferred Stock issued and outstanding. An additional 3,250,000 shares of Common Stock have been reserved in accordance with the ENGlobal Corporation 1998 Incentive Plan (the "Plan"), which was approved by the Registrant's stockholders on June 8, 1998, and subsequently amended by stockholders effective December 20, 2001, June 6, 2002, June 5, 2003, June 16, 2005, and June 14, 2007. The 1998 Incentive Plan was amended and restated by the Board of Directors of the Corporation effective June 8, 2006. As of December 17, 2007, 1,205,640 shares of Common Stock have been issued under the Plan.

Common Stock

Voting. Holders of shares of the Registrant's Common Stock are entitled to one vote for each share held of record on matters properly submitted to a vote of the Registrant's stockholders. Stockholders are not entitled to vote cumulatively for the election of directors.

Dividends. Subject to the dividend rights of the holders of any outstanding series of Preferred Stock, holders of shares of Common Stock will be entitled to receive ratably such dividends, if any, when, as, and if declared by the Board of Directors out of the Registrant's assets or funds legally available for such dividends or distributions.

Liquidation Rights. In the event of any liquidation, dissolution, or winding up of the Registrant's affairs, holders of the Registrant's Common Stock would be entitled to share ratably in the Registrant's assets that are legally available for distribution to its stockholders. If the Registrant has any Preferred Stock outstanding at such time, holders of the Preferred Stock may be entitled to distribution preferences, liquidation preferences, or both. In such case, the Registrant must pay the applicable distributions to the holders of its Preferred Stock before it may pay distributions to the holders of Common Stock.

Conversion, Redemption, and Preemptive Rights. Holders of the Registrant's Common Stock have no preemptive, subscription, redemption or conversion rights.

Preferred Stock

The Registrant's Board of Directors has the authority to approve the issuance of all or any shares of Preferred Stock in one or more series, to determine the number of shares constituting any series, and to determine any voting powers, conversion rights, dividend rights, and other designations, preferences, limitations, restrictions, and rights relating to such shares without any further action by the stockholders. The designations, preferences, limitations, restrictions, and rights of any series of Preferred Stock designated by the Board of Directors will be set forth in an amendment to the Amended Articles filed in accordance with Nevada law.

It is likely that the terms and conditions of any Preferred Stock would include preferences and rights superior to those of the holders of Common Stock. Such terms might include (1) special voting rights, (2) special conversion rights, and (3) redemption or other rights that may, among other things, provide the holders of Preferred Stock with (i) a disproportionate share of earnings distributed by way of dividends or of the proceeds of a sale or liquidation of the Registrant, and (ii) disproportionate rights of approval, compared to those of the holders of Common Stock, with respect to certain kinds of transactions.


Notwithstanding the above, the exact terms of the class or series of Preferred Stock will be determined by the Board of Directors prior to issuance, without further action by the stockholders, as permitted by Nevada law, except as may be required for a particular transaction by applicable law or regulation, including, but not limited to, the Commission's rules or regulations or the listing regulations of the NASDAQ Global Market.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Company's Common Stock is Computershare Investor Services, LLC located at 2 North LaSalle Street, Chicago, Illinois 60602.

Item 2. Exhibits.

3.1 Amendment No. 1 to the Restated Articles of Incorporation of the Registrant, filed with the Nevada Secretary of State on June 2, 2006 (filed herewith).

3.2 Restated Articles of Incorporation of the Registrant (filed with the Commission on November 14, 2002, as Exhibit 3.16 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002).

3.3 Amended and Restated Bylaws of the Registrant (filed with the Commission on October 31, 2005, as Exhibit 4.4 to the Registrant's Form S-3).

SIGNATURE

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

ENGLOBAL CORPORATION

Date:  December 17, 2007



By:      /s/   Natalie S. Hairston
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         Natalie S. Hairston
         Chief Governance Officer and Secretary


Exhibit 3.1

AMENDMENT NO. 1
TO THE
RESTATED ARTICLES OF INCORPORATION
ENGLOBAL CORPORATION

FOURTH.

The corporation is authorized to issue two classes of stock, common stock and preferred stock:

(A) Authorized Capital Stock. The aggregate number of shares which the corporation shall have the authority to issue is 77,000,000 shares, of which 75,000,000 shares shall be Common Stock, par value $0.001 per share (the "Common Stock"), and 2,000,000 shares shall be Preferred Stock, par value $0.001 per share (the " Preferred Stock"). All shares of Common Stock will be identical and will entitle the holders thereof to the same rights, powers and privileges. The rights, powers and privileges of the holders of the Common Stock are subject to and qualified by the rights of holders of the Preferred Stock.

(B) Preferred Stock.

(1) Issuances. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the undesignated Preferred Stock in one or more series, each with such designations, preferences, powers, rights, privileges, qualifications, limitations or restrictions as shall be stated in the resolution or resolutions adopted by the Board of Directors to create such series. Except as may otherwise be provided in these Articles, as amended from time to time, different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes. For each series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the designations, preferences, limitations and relative or other rights thereof, including but not limited to the following relative rights and preferences, as to which there may be variations among different series:

o The rate and manner of payment of dividends, if any;
o Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
o The amount payable upon shares in the event of liquidation, dissolution or other winding-up of the Corporation;
o Sinking fund provisions, if any, for the redemption or purchase of shares;
o The terms and conditions, if any, on which shares may be converted or exchanged;
o Voting rights, if any; and
o Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Nevada.

(2) Authority of the Board of Directors. The Board of Directors shall have the authority to determine the number of shares that will comprise each series. Prior to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series, the appropriate officers of the Corporation shall file such documents with the State of Nevada.

Articles of Amendment setting forth such matters will be filed in accordance with Section 390(2) of Chapter 78 of the Nevada Revised Statutes or any successor provision thereto. Notwithstanding the forgoing, before the issuance of any shares of any class or series of which the number, preferences, limitations or relative rights are set forth in Articles of Amendment filed in accordance with Section 390(2) of Chapter 78 of the Nevada Revised Statutes or any successor provision thereto, the Board of Directors may amend or rescind any terms applicable to such class or series in accordance with the procedures set forth in Section 390(1) of Chapter 78 of the Nevada Revised Statutes or any successor provision thereto."