| WILLIAMS INDUSTRIES, INCORPORATED CONSOLIDATED BALANCE SHEETS
 AS OF JULY 31, 2001 AND 2000
 ($000 Omitted)
 ASSETS
 
 2001               2000
 
 CURRENT ASSETS
 Cash and cash equivalents                      $3,748             $2,568
 Restricted cash                                    49                 68
 Certificates of deposit                           693                681
 Accounts receivable, (net of allowances
 for doubtful accounts of $1,075
 in 2001 and $2,862 in 2000):
 Contracts
 Open accounts                             9,734             10,927
 Retainage                                   912                383
 Trade                                         2,473              1,862
 Other                                         1,133                117
 Total accounts receivable - net             14,252             13,289
 
 Inventory                                       3,619              1,500
 Costs and estimated earnings in excess
 of billings on uncompleted contracts           2,493              1,545
 Prepaid expenses                                1,151              1,120
 Total current assets                        26,005             20,771
 
 PROPERTY AND EQUIPMENT, AT COST                19,228             18,482
 Accumulated depreciation                    (11,089)            (9,475)
 Property and equipment, net                 8,139              9,007
 
 OTHER ASSETS
 Investments in unconsolidated affiliates         --              1,043
 Deferred income taxes                         3,067              3,423
 Other                                           531                762
 Total other assets                          3,598              5,228
 
 TOTAL ASSETS                                  $37,742            $35,006
 
 WILLIAMS INDUSTRIES, INCORPORATED
 CONSOLIDATED BALANCE SHEETS
 AS OF JULY 31, 2001 AND 2000
 ($000 Omitted)
 LIABILITIES AND STOCKHOLDERS' EQUITY
 
 2001              2000
 CURRENT LIABILITIES
 Current portion of notes payable               $1,638            $1,515
 Accounts payable                                4,684             4,899
 Accrued compensation and related liabilities    1,635             1,190
 Billings in excess of costs and estimated
 earnings on uncompleted contracts              2,902             2,409
 Deferred income                                   124               221
 Other accrued expenses                          3,103             2,977
 Income taxes payable                               15               119
 Total current liabilities                    14,101            13,330
 
 LONG-TERM DEBT
 Notes payable, less current portion             7,049             7,724
 
 Total liabilities                            21,150            21,054
 
 MINORITY INTERESTS                                378               279
 
 COMMITMENTS AND CONTINGENCIES                      --                --
 
 STOCKHOLDERS' EQUITY
 Common stock - $0.10 par value, 10,000,000 shares
 authorized; 3,601,196 and 3,591,496 shares
 issued and outstanding                           360               359
 Additional paid-in capital                     16,458            16,436
 Accumulated deficit                              (604)           (3,122)
 
 Total stockholders' equity                  16,214            13,673
 
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $37,742           $35,006
 
 WILLIAMS INDUSTRIES, INCORPORATED
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 YEARS ENDED JULY 31, 2001, 2000 AND 1999
 ($000 Omitted)
 2001        2000        1999
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net earnings                            $2,518      $1,487      $3,406
 Adjustments to reconcile net earnings
 to net cash provided by operating
 activities:
 Depreciation and amortization          1,589       1,185       1,326
 Increase (decrease) in allowance
 for doubtful accounts                (1,787)      1,573          78
 Loss (gain) on extinguishment of debt     --          --          77
 Gain on disposal of property,
 plant and equipment                     (84)        (15)       (156)
 Decrease (increase) in deferred
 income tax assets                       346         846      (2,029)
 Minority interest in earnings             77          67          48
 Equity in (earnings) losses of
 affiliates                               --        (120)       (135)
 Dividend from unconsolidated
 affiliate                                --         125          67
 Changes in assets and liabilities:
 Decrease (increase) in open
 contracts receivable                  4,002      (3,983)     (1,621)
 (Increase) decrease in contract
 retainage                              (529)       (213)        415
 (Increase) decrease in trade
 receivables                            (546)        352        (472)
 Increase in contract claims             (492)         --          --
 (Increase) decrease in other
 receivables                            (524)        503        (192)
 (Increase) Decrease in inventory        (608)        708        (903)
 (Increase) decrease in costs and
 estimated earnings in excess
 of billings on uncompleted contracts   (948)        (64)       (815)
 Increase in billings in excess of costs
 and estimated earnings on
 uncompleted contracts                   493         187         337
 Increase in prepaid expenses              (7)       (519)       (109)
 Decrease (increase) in other assets      241          97         (90)
 (Decrease) increase in accounts payable (373)         31         851
 Increase in accrued compensation
 and related liabilities              354         256         173
 (Decrease) increase in deferred income   (97)       (127)         42
 Increase in other accrued expenses       121         105          68
 Increase (decrease) in income
 taxes payable                          (105)        (10)        (30)
 NET CASH PROVIDED BY OPERATING
 ACTIVITIES                                3,641       2,471         336
 
 CASH FLOWS FROM INVESTING ACTIVITIES:
 Expenditures for property, plant
 and equipment                           (867)       (932)       (628)
 (Increase) decrease in restricted cash     19          (7)         (7)
 Proceeds from sale of property,
 plant and equipment                      864         431       2,270
 Purchase of unconsolidated subsidiary  (1,460)         --          --
 Purchase of certificates of deposit      (118)        (89)       (458)
 Maturities of certificates of deposit     106         146         453
 NET CASH (USED IN) PROVIDED BY
 INVESTING ACTIVITIES                     (1,456)       (451)      1,630
 
 CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from borrowings                5,932       3,891       6,479
 Repayments of notes payable            (6,934)     (4,477)     (8,721)
 Issuance of common stock                   23          12          40
 Minority interest dividends               (26)        (23)         (3)
 NET CASH USED IN FINANCING ACTIVITIES     (1,005)       (597)     (2,205)
 
 NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                          1,180       1,423        (239)
 CASH AND CASH EQUIVALENTS, BEGINNING
 OF YEAR                                   2,568       1,145       1,384
 CASH AND CASH EQUIVALENTS, END OF YEAR    $3,748      $2,568      $1,145
 
 WILLIAMS INDUSTRIES, INCORPORATED
 CONSOLIDATED STATEMENTS OF EARNINGS
 YEARS ENDED JULY 31, 2001, 2000 and 1999
 ($000 omitted except earnings per share)
 2001        2000       1999
 REVENUE:
 Construction                      $12,386     $12,820     $9,392
 Manufacturing                      27,210      21,321     16,308
 Sales and service                   9,889       7,953      7,153
 Other revenue                       1,023         782        526
 Total revenue                 50,508      42,876     33,379
 
 DIRECT COSTS:
 Construction                        8,178       8,578      6,096
 Manufacturing                      17,277      14,223     10,439
 Sales and service                   6,023       4,822      3,856
 Total direct costs            31,478      27,623     20,391
 
 GROSS PROFIT                            19,030      15,253     12,988
 
 OTHER INCOME                               107         115        144
 
 EXPENSES:
 Overhead                            5,228       4,449      3,691
 General and administrative          8,480       6,497      5,694
 Depreciation and amortization       1,589       1,185      1,326
 Interest                              840         911        910
 Total expenses                16,137      13,042     11,621
 
 EARNINGS BEFORE INCOME TAXES, EQUITY
 EARNINGS AND MINORITY INTERESTS         3,000       2,326      1,511
 
 INCOME TAX PROVISION (BENEFIT)             405         892     (2,000)
 
 EARNINGS BEFORE EQUITY EARNINGS AND
 MINORITY INTERESTS                      2,595       1,434      3,511
 Equity in earnings of
 unconsolidated affiliates              --         120        135
 EARNINGS BEFORE MINORITY INTERESTS       2,595       1,554      3,646
 Minority Interests in
 consolidated subsidiaries             (77)        (67)       (48)
 EARNINGS BEFORE EXTRAORDINARY ITEM       2,518       1,487      3,598
 EXTRAORDINARY ITEM
 (Loss) gain on extinguishment of debt   --          --       (192)
 
 NET EARNINGS                            $2,518      $1,487     $3,406
 
 EARNINGS PER COMMON SHARE:
 BASIC:
 Earnings before extraordinary item     $0.70       $0.41      $1.00
 Extraordinary item                                    --      (0.05)
 EARNINGS PER COMMON SHARE-BASIC        $0.70       $0.41      $0.95
 
 DILUTED:
 Earnings before extraordinary item     $0.70       $0.41      $1.00
 Extraordinary item                                    --      (0.05)
 EARNINGS PER COMMON SHARE-DILUTED      $0.70       $0.41      $0.95
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