SEC Form 4
FORM 4

[  ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Hale, Randall B.

(Last)                      (First)                      (Middle)
600 Century Plaza Drive, Building 140

(Street)
Houston,    TX   77073-6033

(City)                      (State)                      (Zip)

2. Issuer Name
and Ticker or Trading Symbol

ENGlobal Corporation
ENG

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)
4. Statement for
    (Month/Day/Year

04/01/2003


5. If Amendment,
    Date of Original
    (Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X Director      10% Owner
   Officer (give title below)        Other (specify below)

Description          

7. 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 Following
    Reported Transaction(s)

    (Instr. 3 and 4)
6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)
7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)
Code
V
Amount
A/D
Price
Common Stock , .001 par value
$
1,225,758
I
Owned by Equus II Incorporated (see Note 1)
Series A Preferred Stock - 2,588,000 shares at conversion rate
$
1,087,395
I
owned by Equus II Incorporated (see Note 1)


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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
    Expiration Date(ED)
    (Month/Day/Year)
7. Title and Amount of
    Underlying Securities
    (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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)
11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)
Code
V
A
D
DE
ED
Title
Amount or Number of Shares
Option, giving right to buy $1.87 04/01/2003 05/01/2003
A
20,000       
04/01/2003
04/01/2013
common stock
20,000
$
20,000
D
Option, giving right to buy variable - see Note 2
             
$
200,000
I
see Note 1

Explanation of Responses:

 
Note 1 - Shares shown in Table I are owned by Equus II Incorporated, which beneficially owns 9.73% of the Company's stock. Mr. Hale serves as a Vice President or agent and Director for Equus Capital Management Company. Equus Capital Management Company is the financial advisor to Equus II Incorporated, which is one of the Company's lenders and is party to various agreements in conjunction with the Petrocon merger in December 2001. These shares have previously been reported to the US Securities Exchange Commission on Schedule 13(g) and are reported here voluntarily for informational purposes.

Note 2 - Options granted by Alliance 2000 to Equus II Incorporated to acquire 200,000 shares of common stock, at an exercise price of between $0.75 and $1.00 per share none of which will be exercisable within 60 days of this filing. These options have previously been reported to the US Securities Exchange Commission on Schedule 13(g) and are reported here voluntarily for informational purposes.

By: Date:
/s/ Randall B. Hale 05/01/2003
Director
** Signature of Reporting Person
SEC 1474 (9-02)


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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