Exhibit 10.1



                              SEVENTH AMENDMENT TO
                           NINTH AMENDED AND RESTATED
                                CREDIT AGREEMENT

     This  SEVENTH   AMENDMENT  dated  as  of  August  6,  2008  (this  "Seventh
Amendment"),  to that certain NINTH AMENDED AND RESTATED  CREDIT  AGREEMENT,  as
amended (as so amended, the "Credit Agreement"),  dated as of December 31, 2003,
is among GULF ISLAND FABRICATION,  INC., a Louisiana  corporation  ("Borrower"),
GULF ISLAND,  L.L.C., a Louisiana limited liability  company,  DOLPHIN SERVICES,
L.L.C., a Louisiana limited liability company and successor by merger to Dolphin
Services,  Inc.,  SOUTHPORT,  L.L.C., a Louisiana  limited liability company and
successor by merger to  Southport,  Inc.,  GULF ISLAND  MINDOC  COMPANY,  L.L.C.
(formerly  Vanguard  Ocean  Services,  L.L.C.),  a Louisiana  limited  liability
company,  G. M.  FABRICATORS,  L.P.  (formerly NEW VISION L.P.), a Texas limited
Partnership,  GULF MARINE  FABRICATORS  GENERAL PARTNER,  L.L.C.,  (formerly NEW
VISION GENERAL PARTNER, L.L.C.), a Louisiana limited liability company, and GULF
MARINE FABRICATORS LIMITED PARTNER, L.L.C. (formerly NEW VISION LIMITED PARTNER,
L.L.C.), a Louisiana limited liability company, as Guarantors,  WHITNEY NATIONAL
BANK, a national banking  association  ("Whitney") and JPMORGAN CHASE BANK, N.A.
(successor  by merger to BANK ONE,  N.A.,  Chicago) in its  individual  capacity
("JPMorgan")  (Whitney  and  JPMorgan,  each a  "Lender"  and  collectively  the
"Lenders") and JPMorgan, as Agent and LC Issuer.

     WHEREAS, the Borrower has requested that the Lenders to extend the Facility
Termination  Date under the  Credit  Agreement  and to  increase  the  Aggregate
Commitment; and

     WHEREAS, the Lenders are agreeable thereto, on the terms and conditions set
forth herein;

     NOW,  THEREFORE,  the parties hereto do hereby amend the Credit  Agreement,
all on the terms and conditions hereof and do hereby agree as follows:

         1. Unless  otherwise  defined  herein,  all defined  terms used in this
     Seventh Amendment shall have the same meaning ascribed to such terms in the
     Credit Agreement.

         2. The Credit Agreement is hereby amended by amending and restating the
     definition  of  "Facility  Termination  Date"  to read in its  entirety  as
     follows:

         "Facility  Termination  Date" means December 31, 2010 or any later date
         as may be specified as the Facility  Termination  Date in any amendment
         to this Agreement or any earlier date on which the Aggregate Commitment
         is  reduced  to zero or  otherwise  terminated  pursuant  to the  terms
         hereof.

         3. The Credit  Agreement is hereby  amended by adding a  definition  of
     "Financial  Facility LC" in Article I (Definitions)  in proper alpha order,
     reading as follows:
<PAGE>

         "Financial  Facility  LC" means a Facility LC issued for the account of
         Borrower or any Guarantor  for the purpose of insuring the  performance
         of a contractual  obligation  to pay a sum of money,  together with any
         Facility  LC with a  similar  purpose  as  determined  by  Agent in its
         reasonable discretion from time to time.

         4. The Credit Agreement is hereby amended by amending and restating the
     provisions of Section 2.19.1 to read in its entirety as follows:

         2.19.1.  Issuance.  The LC  Issuer  hereby  agrees,  on the  terms  and
         conditions  set forth in this  Agreement,  to issue standby  letters of
         credit (each, a "Facility LC") and to renew, extend, increase, decrease
         or otherwise  modify each Facility LC ("Modify," and each such action a
         "Modification"),  from time to time from and including the date of this
         Agreement and prior to the Facility  Termination  Date upon the request
         of the Borrower for the account of the Borrower or any Subsidiary other
         than an Excluded Subsidiary;  provided that immediately after each such
         Facility LC is issued or Modified (x) the Aggregate  Outstanding Credit
         Exposure  shall  not  exceed  the  Aggregate  Commitment,  and  (y) the
         aggregate  undrawn  stated  amount  under all  Financial  Facility  LCs
         outstanding at such time plus the aggregate  unpaid amount at such time
         of all  Reimbursement  Obligations of all Financial  Facility LCs shall
         not exceed FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00). No Facility
         LC shall have an expiry date later than  eighteen  months  after to the
         Facility Termination Date.

         5. The Credit Agreement is hereby amended by amending and restating the
     provisions  of  Section  6.22.1  and  6.22.2 to read in their  entirety  as
     follows:

         6.22.1.  Current  Ratio The  Borrower  shall  maintain  a  Consolidated
         Current Ratio of 1.25 to 1.00 or greater.

         6.22.2.  Minimum Net Worth.  The  Borrower  will at all times  maintain
         Consolidated Net Worth of not less than the sum of (i) $200,000,000.00,
         plus (ii) 50% of Consolidated  Net Income earned in each fiscal quarter
         beginning with the quarter ending March 31, 2008 (without deduction for
         losses),  plus (iii) 100% of all net  proceeds of any issuance of stock
         or other equity after deduction of any fees, commissions,  expenses and
         other costs incurred in such offering.

         6. The Credit  Agreement is hereby amended by increasing the Commitment
     of each Lender to the amount set forth below its  signature to this Seventh
     Amendment.
<PAGE>

         7. In  order  to  reflect  the  increased  Commitment  of each  Lender,
     Borrower has executed and delivered  its Note to each Lender,  in the forms
     of Exhibits A and B hereto.

         8.  Except to the  extent  its  provisions  are  specifically  amended,
     modified or  superseded  by this Seventh  Amendment,  the  representations,
     warranties and affirmative and negative covenants of the Borrower contained
     in the  Credit  Agreement  are  incorporated  herein by  reference  for all
     purposes as if copied  herein in full.  The  Borrower  hereby  restates and
     reaffirms  each and every term and  provision of the Credit  Agreement,  as
     amended, including, without limitation, all representations, warranties and
     affirmative and negative covenants. Except to the extent its provisions are
     specifically amended, modified or superseded by this Seventh Amendment, the
     Credit Agreement,  as amended,  and all terms and provisions  thereof shall
     remain in full force and effect, and the same in all respects are confirmed
     and approved by the parties hereto.

         9. Borrower and each Guarantor  acknowledge and agree that this Seventh
     Amendment  shall not be considered a novation or a new  contract.  Borrower
     and each Guarantor  acknowledge that all existing rights,  titles,  powers,
     Liens,  security  interests and estates in favor of the Lenders  constitute
     valid and existing  obligations and Liens and security interests as against
     the  Collateral  in favor of the  Agent  for the  benefit  of the  Lenders.
     Borrower  and  each  Guarantor  confirm  and  agree  that (a)  neither  the
     execution  of  this  Seventh   Amendment  nor  the   consummation   of  the
     transactions  described herein shall in any way effect, impair or limit the
     covenants,  liabilities,  obligations  and duties of the  Borrower and each
     Guarantor under the Loan Documents,  and (b) the obligations  evidenced and
     secured  by the Loan  Documents  continue  in full force and  effect.  Each
     Guarantor hereby further confirms that it unconditionally guarantees to the
     extent  set  forth  in the  Guaranty  the  due  and  punctual  payment  and
     performance of any and all amounts and obligations  owed the Borrower under
     the  Credit  Agreement  or the other  Loan  Documents,  including,  but not
     limited to, the increased  Commitments  of each Lender as set forth in this
     Seventh Amendment.

         10.  Borrower and each  Guarantor that has executed or is executing any
     mortgage, security agreement,  pledge, or other security device as security
     for the obligations  under the Credit  Agreement  hereby  acknowledges  and
     affirms that such security remains in effect for the Obligations.  Further,
     Borrower   and  each   Guarantor   agree  to   execute   such   amendments,
     modifications,  and  additions  as may be  requested  by Agent from time to
     time.

         11.  This  Seventh   Amendment   may  be  executed  in  any  number  of
     counterparts and all of such counterparts taken together shaft be deemed to
     constitute one and the same instrument.

         12. THIS SEVENTH  AMENDMENT  AND THE LOAN  DOCUMENTS  (OTHER THAN THOSE
     CONTAINING A CONTRARY  EXPRESS CHOICE OF LAW PROVISION)  SHALL BE CONSTRUED
     IN ACCORDANCE  WITH THE INTERNAL  LAWS OF  LOUISIANA,  BUT GIVING EFFECT TO
     FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
<PAGE>

     IN WITNESS  WHEREOF,  the Borrower,  the  Guarantors,  the Lenders,  the LC
Issuer and the Agent have executed  this Seventh  Amendment as of the date first
above written.


                                   BORROWER:

                                   GULF ISLAND FABRICATION, INC.


                                   By: /s/ Kerry J. Chauvin
                                       ------------------------------------
                                       Kerry J. Chauvin, President & CEO


                                   GUARANTORS:

                                   GULF ISLAND, L.L.C.


                                   By: /s/ William G. Blanchard
                                       ------------------------------------
                                       William G. Blanchard, President & CEO


                                   DOLPHIN SERVICES, L.L.C.,
                                   successor by merger to Dolphin Services, Inc.


                                   By: /s/ William J. Fromenthal
                                       ------------------------------------
                                       William J. Fromenthal, President & CEO


                                   SOUTHPORT, L.L.C.


                                   By: /s/ William G. Blanchard
                                   ----------------------------------------
                                       William G. Blanchard, President & CEO

<PAGE>

                                   GUARANTORS: (cont'd)

                                   GULF ISLAND MINDOC COMPANY, L.L.C.


                                   By: /s/ Kerry J. Chauvin
                                       -----------------------------------------
                                       Kerry J. Chauvin, Manager


                                   G. M. FABRICATORS, L.P.
                                   (formerly NEW VISION, L.P.)

                                   By: Gulf Marine Fabricators General Partner,
                                       L.L.C.

                                   By: /s/ Kerry J. Chauvin
                                       -----------------------------------------
                                       Kerry J. Chauvin, Manager


                                   GULF MARINE FABRICATORS GENERAL PARTNER, LLC
                                   (Formerly NEW VISION GENERAL PARTNER, L.L.C.)


                                   By: /s/ Kerry J. Chauvin
                                       -----------------------------------------
                                       Kerry J. Chauvin, Manager


                                   GULF MARINE FABRICATORS LIMITED
                                   PARTNER, LLC
                                   (Formerly NEW VISION LIMITED PARTNER, L.L.C.)


                                   By: /s/ Kerry J. Chauvin
                                       -----------------------------------------
                                       Kerry J. Chauvin, Manager

<PAGE>

                                   LENDERS:

                                   JPMORGAN CHASE BANK, N.A.,
                                   Successor by merger to Bank One, NA, Chicago
                                   Individually, as LC Issuer, and as Agent


                                   By: /s/ J. Charles Freel
                                       -----------------------------------------
                                       J. Charles Freel, Senior Vice President




Commitment: $30,000,000.00

<PAGE>

                                   LENDERS: (cont'd)

                                   WHITNEY NATIONAL BANK


                                   By: /s/ Josh J. Jones
                                       -----------------------------------------
                                       Josh J. Jones, Assistant Vice President


Commitment: $30,000,000.00