FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

                    THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
          (this "Amendment") is entered into as of November 17, 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, that
          certain Third Amendment, Waiver and Consent to Revolving Credit
          Agreement dated as of May 10, 1995 and that certain Fourth
          Amendment and Consent to Revolving Credit Agreement dated as of
          September 1, 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; and

                    WHEREAS, the Company has requested that the Banks agree
          to certain amendments and modifications to the terms of the
          Existing Agreement;

                    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 2 hereof, the Existing Agreement
          is hereby amended as follows:

                    (a)  Section 1.1 of the Existing Agreement is hereby
          amended to delete the definition of Applicable Margin set forth
          therein and to insert the following therefor:

                         "Applicable Margin" shall mean in respect of any
                    Eurodollar Rate Loan, one and one-half percent (1.5%).

                    (b)  Section 1.1 of the Existing Agreement is hereby
          further amended to delete clause (iii) of the definition of Cash
          Equivalent Investments and to insert the following therefor
<PAGE>
               (iii) repurchase agreements or reverse repurchase
               agreements with terms of not more than thirty (30) days
               from the date acquired, for securities of the type
               described in clause (i) above and entered into only
               with commercial banks having the qualifications
               described in clause (ii) above;

                    (c)  Section 1.1 of the Existing Agreement is hereby
          amended to delete clause (i) of the definition of Eligible Billed
          Commercial Receivables  thereof in its entirety and to insert the
          following therefor:

                    (i)  with respect to such Account, no Account Debtor is

                         (i)  incorporated in or primarily conducting
                    business in any jurisdiction located outside the United
                    States unless (A) such sale is either on an irrevocable
                    letter of credit acceptable to the Agent or acceptance
                    terms acceptable to the Agent or (B) such Account and
                    the related Account Debtor is otherwise approved by the
                    Agent in writing; provided that, the provisions of this
                    clause (i) shall not apply (1) to the extent that such
                    Account Debtor is British Petroleum or any of its
                    Subsidiaries to the extent such Account is guaranteed
                    by British Petroleum, or Holland America or any of its
                    Subsidiaries to the extent such Account is guaranteed
                    by Holland America or (2) to Primorsk Shipping
                    Corporation (or an Affiliate thereof) with respect to
                    the Primorsk Tanker Accounts to the extent, and only to
                    the extent, that amounts are either on deposit with
                    MARAD or guaranteed by MARAD and available for
                    disbursement to pay such Accounts and no event has
                    occurred or condition exists which allows MARAD not to
                    disburse, or not to authorize disbursement of, such
                    amounts in payment of such Accounts, or which allows a
                    third party lender not to disburse such amounts in
                    payment of such Accounts

                         (ii)  an Affiliate of the Company or any of its
                    Subsidiaries,

                         (iii)  a foreign government or any agency,
                    department or instrumentality thereof unless such sale
                    is on an irrevocable letter of credit acceptable to the
                    Agent or acceptance terms acceptable to the Agent;
                    provided that, the provisions of this clause (iii)
                    shall not apply to Primorsk Shipping Corporation (or an
                    Affiliate thereof) with respect to the Primorsk Tanker
                    Accounts to the extent, and only to the extent, that
                    amounts are either on deposit with MARAD or guaranteed
                    by MARAD and available for disbursement to pay such
                    Accounts and no event has occurred or condition exists
                    which allows MARAD not to disburse, or authorize the
                    disbursement of, such amounts in payment of such
                    Accounts, or which allows a third party lender not to
                    disburse such amounts in payment of such Accounts,

                         (iv)  the subject of any reorganization,
                    bankruptcy, debt arrangement, receivership,
<PAGE>
                    custodianship, insolvency or other case or proceeding
                    under any bankruptcy or insolvency law, or any
                    dissolution, winding up or liquidation proceeding (and
                    such Account Debtor has not become insolvent or
                    generally failed to pay, or admitted in writing its
                    inability or unwillingness to pay, debts as they become
                    due), or

                         (v)  an agency, department or instrumentality of
                    the United States or any state or local governmental
                    authority in the United States;

                    (d)  Section 1.1 of the Existing Agreement is hereby
          further amended to delete the definition of Letter of Credit
          Commission set forth therein and to insert the following
          therefor:

                         "Letter of Credit Commission" shall mean seven-
                    eighths percent (0.875%) per annum.

                    (e)  Section 1.1 of the Existing Agreement is hereby
          amended to add the following definition thereto in appropriate
          alphabetical order:

                         "Primorsk Tanker Accounts" means the Accounts
               owing to the Company by Primorsk Shipping Corporation (or an
               Affiliate thereof) in connection with Company's construction
               of up to seven 42,000 ton tankers for an aggregate purchase
               price equal to approximately $320 million pursuant to the
               terms of that certain contract dated August 7, 1995 between
               the Company and Primorsk Shipping Corporation, the
               construction of which is to be financed by MARAD.

                    (f)  Section 2.6 of the Existing Agreement is hereby
          amended by deleting the first sentence thereof in its entirety
          and inserting the following therefor:

               The Company may, from time to time, on any Business Day,
               prepay the Base Rate Loans, in whole or in part, without
               premium or penalty, upon irrevocable written notice to the
               Agent by the Company no later than 10:00 a.m. Chicago time
               on the date of such prepayment which notice shall specify
               the date and amount of the prepayment.

                    (g)  Section 6.2(e) of the Existing Agreement is hereby
          amended by deleting the phrase "within 90 days" set forth therein
          and inserting the phrase "within 95 days" therefor.

                    (h)  Section 6.9 of the Existing Agreement is hereby
          amended to delete the terms thereof in their entirety and to
          insert the following therefor:

                         6.9  [Intentionally Omitted.]

                    2.   Conditions Precedent to Effectiveness of
          Amendments and Consent.  The amendments and modifications set
          forth in Section 1 hereof shall become effective upon, and are
          expressly conditioned upon, the fulfillment of each of the
          following conditions precedent on or prior to December 1, 1995:
<PAGE>
                    (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 Banks) from each of
          the Subsidiary Guarantors a reaffirmation of the Subsidiary
          Guarantee executed by it in the form 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)  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.

                    3.  Additional Condition to Eligibility of the Primorsk
          Tanker Accounts.  The Company, the Agent and the Banks agree that
          the Primorsk Tanker Accounts shall not constitute Eligible Billed
          Commercial Receivables unless and until the documentation
          relating to the financing of such Accounts is reviewed and
          consented to by Bank of America Illinois (in its capacity as a
          Bank), which consent is hereby authorized by each of, and may be
          given without further direction from any of, the other Banks.


                    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
               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
<PAGE>
               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,
          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.
<PAGE>
                    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.

                               [Signature Page Follows]

<PAGE>
                    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

                                        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/ RANDALL L. WALKER
					    ---------------------
                                        Name: Randall L. Walker
                                        Title: Senior Vice President

<PAGE>
                                        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 Fifth Amendment 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
					   ---------------------- 
                                        Title: Vice President

          Dated:  November 17, 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 Fifth Amendment 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/ THOMAS M. KITCHEN
					   ---------------------
                                        Title: President

          Dated:  November 17, 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 Fifth Amendment 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

          Dated:  November 17, 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 Fifth Amendment 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

          Dated:  November 17, 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 Fifth Amendment 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
					   ---------------------- 
                                        Title: Vice President

          Dated:  November 17, 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 Fifth Amendment 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

                                             By  Avondale Properties, Inc.,
                                                  a general partner

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

          Dated:  November 17, 1995