SIXTH AMENDMENT TO REVOLVING CREDIT AGREEMENT


               THIS  SIXTH  AMENDMENT  TO  REVOLVING CREDIT AGREEMENT (this
          "Amendment") is entered into as of October 30, 1996, 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, that certain Fourth Amendment
          and Consent to Revolving Credit Agreement  dated  as of September
          1,  1995,  and  that certain Fifth Amendment to Revolving  Credit
          Agreement  dated as  of  November  17,  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.  Amendment 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:   Section 7.7 of the
               Existing  Agreement  is hereby amended to delete  the  terms
               thereof  in  their entirety  and  to  insert  the  following
               therefor:

                    Section 7.7   Limitation  on Capital Expenditures.
               Incur Capital Expenditures which,  in the aggregate for
               the  Company  and its Subsidiaries taken  as  a  whole,
<PAGE>
               exceed $7,500,000  for the Company's fiscal year ending
               December 31, 1994, $25,000,000 for the Company's fiscal
               year ending December  31,  1995,  $14,000,000  for  the
               Company's  fiscal  year  ending  December  31, 1996 and
               $9,000,000 for any fiscal year thereafter.

               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:

                    (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) 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.  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 affected.

                    (b) This  Amendment  and  the  Credit Agreement are the
<PAGE>
                    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.

               4. 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.

               5. 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.

               6. 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.

               7. 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.

               8.  Counterparts.  This  Amendment may be executed in one or
<PAGE>
               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 Pages Follow]

















































<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






                               [SIGNATURES CONTINUED ON
                                 THE FOLLOWING PAGE]








































<PAGE>


                                           BANK OF AMERICA NATIONAL TRUST
                                              AND SAVINGS ASSOCIATION,
                                              as Agent


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





                              [SIGNATURES CONTINUED ON
                                THE FOLLOWING PAGE]

















<PAGE>




                                           WHITNEY NATIONAL BANK


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






                              [SIGNATURES CONTINUED ON
                                THE FOLLOWING PAGE]








































<PAGE>



                                           WELLS FARGO BANK (TEXAS),
                                           NATIONAL ASSOCIATION, successor
                                           to FIRST INTERSTATE BANK OF
                                           TEXAS, N.A.


                                           By /s/ DAVID M. ANDERSON
                                              ---------------------
                                           Name: David Anderson
                                           Title: Vice President
    





                              [SIGNATURES CONTINUED ON
                                THE FOLLOWING PAGE]






































<PAGE>


  
                                           FIRST NATIONAL BANK
                                              OF COMMERCE


                                           By /s/ AD KOCEN
                                           ---------------       
                                           Name: A. David Kocen
                                           Title: Banking Officer
















































<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  Sixth  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, Secretary & Treasurer

       Dated as of October 30, 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 Sixth 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/ BL HICKS
          ------------
       Title: Secretary & Treasurer

       Dated as of October 30, 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 Sixth 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/ BL HICKS
          ------------
       Title: Secretary & Treasurer

      Dated as of October 30, 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  Sixth  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/ BL HICKS
         ------------
      Title: Secretary & Treasurer

      Dated as of October 30, 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  Sixth  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 & Secretary

      Dated as of October 30, 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  Sixth   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, Chief Financial
                  Officer and Secretary


           By
           Avondale Properties, Inc.,
           a general partner


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

      Dated as of October 30, 1995