Mistras Group, Inc. — Director's Dealing 2010

May 5, 2010

SEC Form 4/A — Form 4/A

Issuer: Mistras Group, Inc. (MG)
CIK: 0001436126
Period of Report: 2010-04-30

Reporting Person: FORESE JAMES J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	Common Stock	P	25000	$11.89	Acquired	25000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2764401	Indirect

Footnotes

F1: Consists of shares of Common Stock held by TC NDT Holdings, LLC. Mr. Forese shares voting and dispositive power of these shares held by TC NDT Holdings, LLC with six other members of an investment committee. Mr. Forese disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.