FOURTH AMENDMENT AND CONSENT TO REVOLVING CREDIT AGREEMENT

                    THIS FOURTH AMENDMENT AND CONSENT TO REVOLVING CREDIT
          AGREEMENT (this "Amendment") is entered into as of September 1,
          1995, by and among AVONDALE INDUSTRIES, INC., a Louisiana
          corporation (the "Company"), the various financial institutions
          signatory hereto (collectively, the "Banks," and, individually, a
          "Bank"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS
          ASSOCIATION, as LC Issuer and as successor agent to BANK OF
          AMERICA ILLINOIS (successor-in-interest to CONTINENTAL BANK), as
          agent for the Banks (the "Agent").  Words and phrases having
          defined meanings in the Credit Agreement referred to below shall
          have the same respective meanings when used herein, unless
          otherwise expressly defined herein.

                                     WITNESSETH:

                    WHEREAS, the parties hereto have entered into a
          Revolving Credit Agreement, dated as of May 10, 1994 as amended
          by that certain First Amendment and Waiver to Revolving Credit
          Agreement dated as of May 31, 1994, that certain Second Amendment
          to Revolving Credit Agreement dated as of February 9, 1995 and
          that certain Third Amendment, Waiver and Consent to Revolving
          Credit Agreement dated as of May 10, 1995 (collectively, the
          "Existing Agreement" and as amended by this Amendment, the
          "Credit Agreement"), relating to a revolving credit facility in
          an amount not to exceed $42,500,000 for the Company's ongoing
          working capital and general corporate needs;

                    WHEREAS, the Company intends to submit certain bids to
          construct (i) an ocean roll on, roll off passenger ferry for the
          State of Alaska for a sale price of approximately $150,000,000
          (the "Alaskan Ferry Project") and (ii) a Steel Hulled Barracks
          Craft, APL-61 Series, for the Naval Sea Systems Command (the "APL
          Project");

                    WHEREAS, in connection with its bid for the Alaskan
          Ferry Project, the Company must submit certain assurances in the
          form of a bid bond and payment and performance bonds in favor of
          the State of Alaska and in connection with its bid for the APL
          Project, the Company must submit certain assurances in the form
          of a bid and payment and performance bonds in favor of the Naval
          Sea Systems Command;

                    WHEREAS, in connection with the Alaskan Ferry Project,
          the Company has arranged with the State of Louisiana through the
          Department of Economic Development and the Commission of
          Administration, to provide a bid bond in an amount not to exceed
          $5,000,000 and payment and performance bonds not to exceed
          $33,000,000 each (for an aggregate bonding of $71,000,000 of
          which no more than $66,000,000 shall be outstanding at any one
          time; all such bonds being hereinafter referred to as the
          "Alaskan Ferry Bonds");
                    WHEREAS, in connection with the APL Project, the
          Company has arranged with United States Fidelity and Guaranty
          Company to provide a bid bond in an amount not to exceed
<PAGE>
          $3,000,000, a payment bond in an amount not to exceed $3,000,000
          and a performance bond in an amount not to exceed $5,000,000 (for
          an aggregate bonding of $11,000,000 of which no more than
          $8,000,000 shall be outstanding at any one time; all such bonds
          being hereinafter referred to as the "APL Bonds");

                    WHEREAS, as a condition precedent to providing the
          Alaskan Ferry Bonds, the State of Louisiana has required the
          Company to secure its reimbursement obligations with respect
          thereto with (i) a lien on the vessel to be constructed by the
          Company as part of the Alaskan Ferry Project, (ii) the related
          construction contract, (iii) all receivables arising therefrom
          and (iv) all proceeds and products of the foregoing
          (collectively, the "Alaskan Ferry Collateral");

                    WHEREAS, the Company has requested that the Banks waive
          and amend certain provisions of the Existing Agreement to (i)
          allow the Company to obtain the Alaskan Ferry Bonds and the APL
          Bonds, (ii) secure the Company's reimbursement obligations with
          respect to the Alaskan Ferry Bonds with the Alaskan Ferry
          Collateral and (iii) permit the Agent to subordinate any lien it
          has on the Alaskan Ferry Collateral;

                    NOW THEREFORE, in consideration of the premises and the
          mutual agreements set forth herein and for other consideration
          the receipt and sufficiency of which are hereby acknowledged, the
          parties hereto agree as follows;

                    1.   Amendments to the Existing Agreement.  Subject to
          and conditioned upon the fulfillment of each of the conditions
          precedent set forth in Section 4 hereof, the Existing Agreement
          is hereby amended as follows:

                    (a)  Section 1.1 of the Existing Agreement is hereby
          amended to add the following definitions thereto in proper
          alphabetical order:

                    "Alaskan Ferry Bonds" means, collectively, (i) a bid
               bond in an amount not to exceed $5,000,000 and (ii) payment
               and performance bonds not to exceed $33,000,000 each issued
               by the State of Louisiana through the Department of Economic
               Development and the Commission of Administration for the
               account of the Company in connection with the Alaskan Ferry
               Project.

                    "Alaskan Ferry Collateral" means, collectively, (i) the
               vessel to be constructed by the Company as part of the
               Alaskan Ferry Project, (ii) the related construction
               contract, (iii) all receivables arising therefrom, and (iv)
               all proceeds and products of the foregoing, but only to the
               extent such proceeds and products do not otherwise
               constitute Collateral.

                    "Alaskan Ferry Liens" means those Liens granted by the
               Company on the Alaskan Ferry Collateral to secure the
               Company's obligations to the State of Louisiana in
               connection with the Alaskan Ferry Bonds.

                     "Alaskan Ferry Project" means the Company's bid to
<PAGE>      
	       construct, and the construction of, an ocean roll on, roll
               off passenger ferry for the State of Alaska, which bid is to
               be made by the Company during September 1995.

                    "APL Bonds" means, collectively, (i) a bid bond in an
               amount not to exceed $3,000,000, (ii) a payment bond in an
               amount not to exceed $3,000,000 and (iii) a performance bond
               in an amount not to exceed $5,000,000 each issued by United
               States Fidelity and Guaranty Company for the account of the
               Company.

                    "APL Project" means the Company's bid to construct, and
               the construction of, a Steel Hulled Barracks Craft, APL-61
               Series, for the Naval Sea Systems Command.

                    (b)  Section 1.1 of the Existing Credit Agreement is
          hereby further amended to add the following sentence at the end
          of the definition of "Contingent Obligation" contained therein:

               In no event shall the "Contingent Obligations" of the
               Company include its contingent reimbursement obligations to
               the State of Louisiana under or with respect to the Alaskan
               Ferry Bonds or its contingent reimbursement obligations to
               United States Fidelity and Guaranty Company under or with
               respect to the APL Bonds.

                    (c)  Section VII of the Existing Agreement is hereby
          amended by adding the following new Section 7.23 thereto:

                    Section 7.23  Commingling of Alaskan Ferry Collateral
               with Collateral; Limitation on Alaskan Ferry Bonds;
               Limitation on APL Bonds.  The Company shall not deposit, nor
               shall it permit to be deposited, into any bank or depositary
               account in which the Agent has been granted a security
               interest or in which any proceeds of and Collateral are
               deposited, including, without limitation, the Control
               Accounts (as defined in the Security Agreement (Company))
               any monies constituting Alaskan Ferry Collateral.  At no
               time shall the aggregate outstanding amount of the Alaskan
               Ferry Bonds exceed $66,000,000.  At no time shall the
               aggregate outstanding amount of the APL Bonds exceed
               $8,000,000.

                    (d)  Section 7.2 of the Existing Agreement is hereby
          amended to delete clause (m) thereof in its entirety and to
          insert the following therefor:

                    (m)  the MARAD Financing Liens and the Alaskan Ferry
               Liens;

                    2.   Consent Relating to Subordination of Liens in the
          Alaskan Ferry Collateral.  Notwithstanding anything to the
          contrary set forth in Section 10.2 of the Existing Agreement,
          without any further consent of any Bank or the LC Issuer, the
          Agent, upon the request of the Company, shall subordinate its
          Lien (if any) on the Alaskan Ferry Collateral in favor of the
          State of Louisiana.  Any such subordination shall be made
          pursuant to an agreement in form and substance satisfactory to
          the Majority Banks in their sole discretion.
<PAGE>
                    3.   Conditions Precedent to Effectiveness of
          Amendments and Consent.  The amendments and modifications set
          forth in Section 1 hereof and the consents set forth in Sections
          2 hereof shall become effective upon, and are expressly
          conditioned upon, the fulfillment of each of the following
          conditions precedent on or prior to October 1, 1995:

                    (a)  Amendment.  The Agent shall have received this
          Amendment, duly executed and delivered by an authorized officer
          of the Company and each of the Banks.

                    (b)  Subsidiary Guarantor Consent.  The Agent shall
          have received (with a copy for each of the other Banks) from each
          of the Subsidiary Guarantors a reaffirmation of the Subsidiary
          Guarantee executed by it in the forms attached hereto.

                    (c)  Material Adverse Change.  In the opinion of the
          Banks (as evidenced by their execution of this Amendment), no
          event or condition shall have occurred or exist which could
          reasonably be expected to have a Material Adverse Effect.

                    (d)  Legal Opinion.  The Agent shall have received the
          favorable opinion of Jones, Walker, Waechter, Poitevent, Carrere
          & Denegre, Louisiana counsel to the Company, addressed to the
          Agent, the LC Issuer and the Banks in form and substance
          satisfactory to the Agent and its counsel.

                    (e)  Alaskan Ferry Project and APL Project
          Documentation.  The Agent shall have received copies of all
          documentation relating to the Alaskan Ferry Project and the
          issuance of the Alaskan Ferry Bonds and the APL Project and the
          issuance of the APL Bonds and such documents shall be in form and
          substance satisfactory to the Majority Banks as evidenced by
          their execution hereof.

                    (f)  Other Documents.  The Agent shall have received
          such other documents, instruments and agreements as it shall have
          reasonably requested in connection with the transactions
          contemplated by this Amendment.

                    4.   Representations, Warranties and Covenants.  In
          order to induce the Agent and the Banks to enter into this
          Amendment, the Company hereby represents, warrants and covenants
          to the Agent and the Banks as follows:

                         (a)  The execution, delivery and performance by
               the Company of this Amendment (i) are within the Company's
               corporate powers, (ii) have been duly authorized by all
               necessary corporate action, (iii) require no action by or in
               respect of, or filing with, any governmental body, agency or
               official, (iv) do not contravene, or constitute a default
               under, any provision of any applicable law, statute,
               ordinance, regulation, rule, order or other governmental
               restriction or of the Certificate or Articles of
               Incorporation or By-Laws of the Company, (v) do not
               contravene, or constitute a default under, any agreement,
               judgment, injunction, order, decree, indenture, contract,
               lease, instrument or other commitment to which the Company
               is a party or by which the Company or any of its assets are
<PAGE>
               bound and (vi) will not result in the creation or imposition
               of any Lien upon any asset of the Company under any existing
               indenture, mortgage, deed of trust, loan or credit agreement
               or other agreement or instrument to which the Company is a
               party or by which it or any of its assets may be bound or
               affected.

                         (b)  This Amendment and the Credit Agreement are
               the legal, valid and binding obligations of the Company, and
               are enforceable against the Company in accordance with their
               terms.

                         (c)  The representations and warranties contained
               in the Credit Agreement and the other Loan Documents are
               true and correct in all material respects on and as of the
               date hereof as though made on the date hereof, except to the
               extent that such representations expressly relate solely to
               an earlier date (in which case such representations and
               warranties were true and accurate on and as of such earlier
               date).

                         (d)  No Default or Event of Default has occurred
               and is continuing.

                    5.   Reference to and Effect Upon the Credit Agreement.
          Upon the effectiveness of this Amendment, each reference in the
          Existing Agreement to "the Agreement", "hereunder", "hereof",
          "herein", or words of like import, shall mean and be a reference
          to the Credit Agreement, as amended hereby and each reference to
          the Existing Agreement in any other Loan Document shall mean and
          be a reference to the Credit Agreement, as amended hereby.

                    6.   Reaffirmation; Expenses.  The Company hereby
          reaffirms to the Agent and each of the Banks that, except as
          modified hereby, the Credit Agreement and all of the Loan
          Documents remain in full force and effect and have not been
          otherwise waived, modified or amended.  Except as expressly
          modified hereby, all of the terms and conditions of the Credit
          Agreement shall remain unaltered and in full force and effect.
          The Company acknowledges that all reasonable legal fees and
          expenses of the Agent related to this Amendment shall be paid by
          the Company.

                    7.   Confirmation of Collateral Documents.  The Company
          hereby (i) ratifies and confirms its obligations under the
          Collateral Documents and acknowledges and agrees that the
          Collateral Documents to which the Company is a party are the
          legal, valid and binding obligations of the Company, enforceable
          against it in accordance with their terms; and (ii) agrees that
          the Obligations (for purposes of each of such Collateral
          Documents) shall include, without limitation, the Obligations
          under and as defined in the Credit Agreement as amended by this
          Amendment.

                    8.   Choice of Law.  THIS AMENDMENT SHALL BE GOVERNED
          BY AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
          OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS
          AND ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
          INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE COMPANY,
<PAGE>
          THE SUBSIDIARIES, THE AGENT AND THE BANKS IN CONNECTION WITH THIS
          AMENDMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR
          OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS
          AND DECISIONS OF THE STATE OF ILLINOIS.

                    9.   Counterparts.  This Amendment may be executed in
          one or more counterparts, each of which shall be deemed an
          original, but all of which together shall constitute one and the
          same instrument.  One or more counterparts of this Amendment may
          be delivered by telecopier, and if so delivered shall be deemed
          to be delivered with the intention that they shall have the same
          effect as an original counterpart hereof.  Any party delivering
          any such counterpart by telecopy shall promptly forward to the
          Agent an original counterpart hereof.


                    IN WITNESS WHEREOF, the parties hereto have caused
          their duly authorized officers to execute and deliver this
          Agreement as of the date first above written.

                                        AVONDALE INDUSTRIES, INC.


                                        By: /s/ THOMAS M. KITCHEN
 					    ---------------------
                                        Name:  Thomas M. Kitchen
                                        Title: Vice President

                                        BANK OF AMERICA NATIONAL TRUST AND
                                          SAVINGS ASSOCIATION, as Agent


                                        By: /s/ DANIEL G. FARTHING
 					    ----------------------
                                        Name:  Daniel G. Farthing
                                        Title: Vice President

                                        THE BANKS:

                                        BANK OF AMERICA ILLINOIS, successor-
                                         in-interest to CONTINENTAL BANK,
                                         as a Bank and as LC Issuer

                                        By: /s/ W. THOMAS BARNETT
 					    ---------------------
                                        Name:  W. Thomas Barnett
                                        Title: Vice President

                                        BANK OF AMERICA NATIONAL TRUST AND
                                          SAVINGS ASSOCIATION, as LC Issuer


                                        By: /s/ W. THOMAS BARNETT
 					    ---------------------
                                        Name:  Thomas Barnett
                                        Title: Vice President
<PAGE>
                                        WHITNEY NATIONAL BANK


                                        By: /s/ ELMER H. HEMPHILL, JR.
 					    --------------------------
                                        Name: Elmer H. Hemphill, Jr.
                                        Title: Senior Vice President

                                        FIRST INTERSTATE BANK OF TEXAS,N.A.


                                        By: /s/ FRANK W. SCHAGEMAN
 					    ----------------------
                                        Name: Frank W. Schageman
                                        Title: Vice President


                                        FIRST NATIONAL BANK OF COMMERCE


                                        By: /s/ DAVID A. DOHERTY
 					    --------------------
                                        Name: David A. Doherty
                                        Title: Vice President

<PAGE>
                                        CONSENT

                    By Subsidiary Guarantee dated as of May 10, 1994 (the
          "Guarantee"), the undersigned (the "Guarantor") guaranteed to the
          Secured Parties (as defined therein), subject to the terms,
          conditions and limitations set forth therein, the prompt payment
          and performance of all of the Obligations (as defined therein).
          The Guarantor consents to the Company's execution of the
          foregoing Fourth Amendment and Consent to Revolving Credit
          Agreement and acknowledges the continued validity, enforceability
          and effectiveness of the Guarantee with respect to all loans,
          advances and extensions of credit to the Company, whether
          heretofore or hereafter made, together with all interest thereon
          and all expenses in connection therewith.

                                        AVONDALE GULFPORT MARINE, INC.


                                        By /s/ THOMAS M. KITCHEN
					   ---------------------
					   Thomas M. Kitchen
                                        Title: Vice President, Secretary &
						Treasurer

          Dated:  September 1, 1995
<PAGE>
                                       CONSENT

                    By Subsidiary Guarantee dated as of May 10, 1994 (the
          "Guarantee"), the undersigned (the "Guarantor") guaranteed to the
          Secured Parties (as defined therein), subject to the terms,
          conditions and limitations set forth therein, the prompt payment
          and performance of all of the Obligations (as defined therein).
          The Guarantor consents to the Company's execution of the
          foregoing Fourth Amendment and Consent to Revolving Credit
          Agreement and acknowledges the continued validity, enforceability
          and effectiveness of the Guarantee with respect to all loans,
          advances and extensions of credit to the Company, whether
          heretofore or hereafter made, together with all interest thereon
          and all expenses in connection therewith.

                                        AVONDALE TECHNICAL SERVICES, INC.


                                        By /s/ B. L. HICKS
					   ---------------
					   B. L. Hicks
                                        Title: Secretary/Treasurer

          Dated:  September 1, 1995
<PAGE>
                                       CONSENT

                    By Subsidiary Guarantee dated as of May 10, 1994 (the
          "Guarantee"), the undersigned (the "Guarantor") guaranteed to the
          Secured Parties (as defined therein), subject to the terms,
          conditions and limitations set forth therein, the prompt payment
          and performance of all of the Obligations (as defined therein).
          The Guarantor consents to the Company's execution of the
          foregoing Fourth Amendment and Consent to Revolving Credit
          Agreement and acknowledges the continued validity, enforceability
          and effectiveness of the Guarantee with respect to all loans,
          advances and extensions of credit to the Company, whether
          heretofore or hereafter made, together with all interest thereon
          and all expenses in connection therewith.

                                        CRAWFORD TECHNICAL SERVICES, INC.


                                        By /s/ B. L. HICKS
					   ---------------
					   B. L. Hicks
                                        Title: Secretary/Treasurer

          Dated:  September 1, 1995
<PAGE>
                                       CONSENT

                    By Subsidiary Guarantee dated as of May 10, 1994 (the
          "Guarantee"), the undersigned (the "Guarantor") guaranteed to the
          Secured Parties (as defined therein), subject to the terms,
          conditions and limitations set forth therein, the prompt payment
          and performance of all of the Obligations (as defined therein).
          The Guarantor consents to the Company's execution of the
          foregoing Fourth Amendment and Consent to Revolving Credit
          Agreement and acknowledges the continued validity, enforceability
          and effectiveness of the Guarantee with respect to all loans,
          advances and extensions of credit to the Company, whether
          heretofore or hereafter made, together with all interest thereon
          and all expenses in connection therewith.

                                        GENCO INDUSTRIES, INC.


                                        By /s/ B. L. HICKS
					   ---------------
					   B. L. Hicks
                                        Title: Secretary/Treasurer

          Dated:  September 1, 1995
<PAGE>
                                       CONSENT

                    By Subsidiary Guarantee dated as of February 9, 1995
          (the "Guarantee"), the undersigned (the "Guarantor") guaranteed
          to the Secured Parties (as defined therein), subject to the
          terms, conditions and limitations set forth therein, the prompt
          payment and performance of all of the Obligations (as defined
          therein).  The Guarantor consents to the Company's execution of
          the foregoing Fourth Amendment and Consent to Revolving Credit
          Agreement and acknowledges the continued validity, enforceability
          and effectiveness of the Guarantee with respect to all loans,
          advances and extensions of credit to the Company, whether
          heretofore or hereafter made, together with all interest thereon
          and all expenses in connection therewith.

                                        AVONDALE PROPERTIES, INC.


                                        By /s/ THOMAS M. KITCHEN
					   ---------------------
					   Thomas M. Kitchen
                                        Title: Vice President & Secretary

          Dated:  September 1, 1995
<PAGE>

                    By Subsidiary Guarantee dated as of February 9, 1995
          (the "Guarantee"), the undersigned (the "Guarantor") guaranteed
          to the Secured Parties (as defined therein), subject to the
          terms, conditions and limitations set forth therein, the prompt
          payment and performance of all of the Obligations (as defined
          therein).  The Guarantor consents to the Company's execution of
          the foregoing Fourth Amendment and Consent to Revolving Credit
          Agreement and acknowledges the continued validity, enforceability
          and effectiveness of the Guarantee with respect to all loans,
          advances and extensions of credit to the Company, whether
          heretofore or hereafter made, together with all interest thereon
          and all expenses in connection therewith.


                                        AVONDALE LAND MANAGEMENT COMPANY,
                                          a Louisiana general partnership

                                             By  Avondale Industries, Inc.,
                                                  a general partner

                                             By /s/ THOMAS M. KITCHEN
						---------------------
                                             Name: Thomas M. Kitchen
                                             Title: Vice President & CFO &
						     Secretary

                                             By  Avondale Properties, Inc.,
                                                  a general partner

                                             By /s/ THOMAS M. KITCHEN
						---------------------
                                             Name: Thomas M. Kitchen
                                             Title: Vice President & CFO &
						     Secretary

          Dated:  September 1, 1995