<PAGE>   1
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (MARK ONE)

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended December 31, 1998

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition Period From            to
                                           -----------   ------------------

Commission file number 0-29416

                           UNIFAB International, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Louisiana                                    72-1382998       
----------------------------------------             ---------------------------
    (State or other jurisdiction or                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)


             5007 Port Road
             New Iberia, LA                                      70562          
--------------------------------------------         ---------------------------
(Address of principal executive offices)                      (Zip Code)



                                 (318) 367-8291
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                 Not applicable
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

Common Stock, $0.01 Par Value ---- 5,980,013 shares outstanding as of February
14, 1999.


<PAGE>   2


                           UNIFAB INTERNATIONAL, INC.

                                      INDEX

<TABLE>
<CAPTION>

PART I.     FINANCIAL INFORMATION                                                           PAGE
<S>         <C>                                                                             <C>
   Item 1.   Financial Statements

             Condensed Consolidated Balance Sheets -- December 31, 1998 and
              March 31, 1998................................................................ 1

             Condensed Consolidated Statements of Income -- Three Months
              Ended December 31, 1998 and 1997; Nine Months Ended
              December 31, 1998 and 1997.................................................... 2

             Condensed Consolidated Statement of Shareholders' Equity -- Nine
              Months Ended December 31, 1998................................................ 3

             Condensed Consolidated Statements of Cash Flows -- Nine Months
              Ended December 31, 1998 and 1997.............................................. 4

             Notes to Consolidated Financial Statements -- December 31, 1998................ 5


   Item 2.   Management's  Discussion and Analysis of Financial Condition and
              Results of Operations......................................................... 8

PART II.    OTHER INFORMATION


   Item 5.   Other Information............................................................. 10

   Item 6.   Exhibits and Reports on Form 8-K.............................................. 10
</TABLE>


<PAGE>   3





                           UNIFAB INTERNATIONAL, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                            DECEMBER 31         MARCH 31
                                                                1998              1998
                                                            ------------      ------------
<S>                                                         <C>               <C>         

Current assets:
  Cash and cash equivalents...............................  $  1,842,940      $  8,482,196
  Accounts receivable.....................................    21,908,821        26,031,271
  Costs and estimated earnings in excess of billings on  
     uncompleted contracts................................     5,506,190         2,064,295
  Prepaid expenses........................................     1,148,150           987,520
  Other assets............................................     3,559,148           638,942
                                                            ------------      ------------
          Total current assets............................    33,965,249        38,204,224
  Property, plant and equipment, net......................    21,379,497        13,333,207
  Cost in excess of net assets acquired, net of
     accumulated amortization of $645,770 and
     $144,128.............................................    10,360,847         6,774,019
  Other assets............................................     1,561,263         1,932,149
                                                            ------------      ------------
          Total assets....................................  $ 67,266,856      $ 60,243,599
                                                            ============      ============


                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable........................................  $  3,588,322      $  6,859,447
  Notes Payable...........................................     9,350,000        11,454,005
  Billings in excess of costs and estimated earnings on
     uncompleted contracts................................       859,613         2,951,249
  Accrued liabilities.....................................     1,185,239         1,349,663
  Payroll and related liabilities.........................       487,821         1,956,876
  Current portion of long-term debt.......................     2,189,961                --
  Income tax payable......................................        82,652           754,970
                                                            ------------      ------------
          Total current liabilities.......................    17,743,608        25,326,210
Deferred income taxes.....................................     1,222,661           991,725
Long-term debt............................................     7,178,507                --
Other noncurrent liabilities..............................       628,775         1,237,673
Shareholders' equity:
  Preferred stock, no par value, 5,000,000 shares
   authorized, no shares outstanding......................            --                --
  Common stock, $0.01 par value, 20,000,000 shares
   authorized, 5,980,013 and 5,867,655 shares
   outstanding............................................        59,800            58,677
  Additional paid-in capital..............................    25,271,438        23,973,392
  Currency translation adjustment.........................        (7,393)               --
  Retained earnings.......................................    15,169,460         8,655,922
                                                            ------------      ------------
          Total shareholders' equity......................    40,493,305        32,687,991
                                                            ------------      ------------
          Total liabilities and shareholders' equity......  $ 67,266,856      $ 60,243,599
                                                            ============      ============
</TABLE>

           See notes to condensed consolidated financial statements.

<PAGE>   4


                           UNIFAB INTERNATIONAL, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED DECEMBER 31      NINE  MONTHS ENDED DECEMBER 31
                                                  ------------------------------      ------------------------------
                                                      1998              1997              1998              1997
                                                  ------------      ------------      ------------     -------------
<S>                                               <C>               <C>               <C>               <C>         
Revenue .....................................     $ 23,474,041      $ 21,219,376      $ 83,731,832      $ 81,482,881
Cost of revenue .............................       18,526,735        17,049,573        66,630,845        68,336,695
                                                  ------------      ------------      ------------     -------------
Gross profit ................................        4,947,306         4,169,803        17,100,987        13,146,186
Selling, General and Administrative
  expense ...................................        2,045,746         1,761,397         6,932,631         5,013,678
                                                  ------------      ------------      ------------     -------------
Income from operations ......................        2,901,560         2,408,406        10,168,356         8,132,508
Other income (expense):
  Interest expense ..........................         (234,699)         (211,362)         (696,281)         (767,876)
  Interest income ...........................           11,711           225,731           168,156           328,262
  Other income (expense) ....................          (45,154)          (91,278)         (329,092)          (91,278)
                                                  ------------      ------------      ------------     -------------
Income before income taxes ..................        2,633,418         2,331,497         9,311,139         7,601,616
Income tax provisions .......................          956,217           673,500         2,797,601         2,030,789
                                                  ------------      ------------      ------------     -------------
Net income ..................................     $  1,677,201      $  1,657,997      $   6,513,53     $   5,570,827
                                                  ============      ============      ============     =============

Basic and diluted earnings per share ........     $       0.28      $       0.28      $       1.10     $        1.15
                                                  ============      ============      ============     =============
Basic and diluted earnings per share
  weighted average shares ...................        5,974,835         5,841,250         5,947,799         4,865,024
                                                  ============      ============      ============     =============

Pro forma data:..............................
Income before income taxes, as
   reported above............................        2,633,418         2,331,497         9,311,140         7,601,616
Current tax provision........................          956,217           673,500         2,272,601         2,030,789
Pro forma provision for income taxes
   related to S Corporation operations.......               --           148,352           904,815           682,200
                                                  ------------      ------------      ------------     -------------
Pro forma net income ........................     $  1,677,201      $  1,509,645      $  6,133,724     $   4,888,627
                                                  ============      ============      ============     =============

Pro forma basic and diluted earnings
   per share ................................     $       0.28      $       0.26      $       1.03     $        1.00
                                                  ============      ============      ============     =============
</TABLE>


           See notes to condensed consolidated financial statements.


                                       2
<PAGE>   5



                           UNIFAB INTERNATIONAL, INC.

            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                             COMMON STOCK            ADDITIONAL     CURRENCY
                                       ------------------------       PAID-IN      TRANSLATION       RETAINED
                                         SHARES        AMOUNT         CAPITAL       ADJUSTMENT       EARNINGS            TOTAL
                                       ----------     ---------     ------------   -----------     ------------      ------------
<S>                                    <C>            <C>           <C>            <C>             <C>               <C>         
Balance at March 31, 1998 .........     5,867,655     $  58,677     $ 23,973,392   $        --     $  8,655,922      $ 32,687,991
 Exercise of stock options ........         3,500            35           62,965            --               --            63,000
 Acquisition of LATOKA ............        79,000           790          996,585            --               --           997,375
 Shares issued under incentive
   stock plans ....................        29,858           298          238,496            --               --           238,794
 Translation adjustment ...........            --            --               --        (7,393)              --            (7,393)
 Net income .......................            --            --               --            --        6,513,538         6,513,538
                                       ----------     ---------     ------------   -----------     ------------      ------------
Balance at December 31, 1998 ......     5,980,013     $  59,800     $ 25,271,438   $    (7,393)    $ 15,169,460      $ 40,493,305
                                       ==========     =========     ============   ===========     ============      ============
</TABLE>

           See notes to condensed consolidated financial statements.


                                       3
<PAGE>   6


                           UNIFAB INTERNATIONAL, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                          NINE MONTHS ENDED DECEMBER 31
                                                         ------------------------------

                                                             1998              1997
                                                         ------------      ------------
<S>                                                      <C>               <C>         
Cash from operations ...............................     $ (2,666,521)     $  4,657,806
Investing activities:
  Increase in note receivable ......................       (2,000,000)               --
  Purchases of equipment ...........................       (9,300,198)       (2,305,863)
                                                         ------------      ------------
                                                          (11,300,198)       (2,305,863)
Financing activities:
  Net proceeds from initial public offering ........               --        25,037,001
  Payment for surrender of shareholder rights ......               --        (6,300,000)
  Dividends paid ...................................               --        (3,622,189)
  Exercise of stock options ........................           63,000                --
  Net change in borrowings .........................        7,264,463           (94,000)
                                                         ------------      ------------
                                                            7,327,463        15,020,812
                                                         ------------      ------------
  Net change in cash and cash equivalents ..........     $ (6,639,256)     $ 17,372,755
                                                         ============      ============
</TABLE>

           See notes to condensed consolidated financial statements.


                                       4
<PAGE>   7


                           UNIFAB INTERNATIONAL, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1998

1.       DESCRIPTION OF BUSINESS

    UNIFAB International, Inc. (the Company) fabricates and assembles jackets,
decks, topside facilities, quarters buildings, drilling rigs and equipment for
installation and use offshore in the production, processing and storage of oil
and gas. Through a wholly-owned subsidiary, Allen Process Systems, LLC, the
Company designs and manufactures specialized process systems such as oil and gas
separation systems, gas dehydration and treatment systems, and oil dehydration
and desalting systems, and other production equipment related to the development
and production of oil and gas reserves. The Company's main fabrication
facilities are located in the Port of Iberia at New Iberia, Louisiana. Through a
wholly-owned subsidiary, UNIFAB International West, LLC, the Company provides
repair, refurbishment and conversion services for oil and gas drilling rigs and
industrial maintenance services. Through a wholly-owned subsidiary, Allen
Process Systems, Ltd., headquartered in Wimbledon, England, the Company provides
engineering and project management services primarily in Europe and the Middle
East.

    The operating cycle of the Company's contracts is typically less than one
year, although some large contracts may exceed one year's duration. Assets and
liabilities have been classified as current and noncurrent under the operating
cycle concept, whereby all contract-related items are regarded as current
regardless of whether cash will be received within a 12-month period. At
December 31, 1998, it was anticipated that substantially all contracts in
progress, and receivables associated therewith, would be completed and collected
within a 12-month period.

2.       BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements
include the accounts of the Company and its subsidiaries, all of which are
wholly-owned. Significant intercompany accounts and transactions have been
eliminated in consolidation.

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, considered necessary for a fair
presentation have been included. Operating results for the three- and nine-month
periods ended December 31, 1998 are not necessarily indicative of the results
that may be expected for the fiscal year ending March 31, 1999.

    These financial statements should be read in conjunction with the financial
statements and footnotes thereto for the year ended March 31, 1998 included in
the Company's Annual Report on Form 10-K.



                                       5
<PAGE>   8



3.       BUSINESS COMBINATIONS

On July 24, 1998 the Company acquired all of the outstanding common stock of
Allen Tank, Inc. ("Allen Tank") for 819,000 shares of the Company's common
stock, plus $400,000 in cash and $800,000 in notes paid to a dissenting
shareholder. Allen Tank, (which has been converted to a limited liability
company and renamed Allen Process Systems, LLC, is located in New Iberia,
Louisiana on property near the Company's Port of Iberia facilities. Allen
Process Systems, LLC designs and manufactures specialized process systems
related to the development of oil and gas reserves. This business combination
has been accounted for as a pooling-of-interests and, accordingly, the
consolidated financial statements for periods prior to the combination have been
restated to include the accounts and results of operations of Allen Tank.
Operating results prior to the combination of the separate companies and the
combined amounts presented in the consolidated financial statements are
summarized below:

<TABLE>
<CAPTION>
                              Three Months                Nine Months
                                 Ended                       Ended
                              December 31,                December 31,

                          1998           1997           1998           1997
                       ----------     ----------     ----------     ----------
<S>                    <C>            <C>            <C>            <C>       
Revenues:
   UNIFAB              14,083,025     13,469,749     52,653,971     46,920,824
   Allen Tank           9,391,016      7,749,627     31,077,861     34,562,057
                       ----------     ----------     ----------     ----------
     Combined          23,474,041     21,219,376     83,731,832     81,482,881
                       ==========     ==========     ==========     ==========

Net Income:
   UNIFAB               1,125,170      1,237,139      3,523,457      3,678,728
   Allen Tank             552,031        420,858      2,990,081      1,892,099
                       ----------     ----------     ----------     ----------
     Combined           1,677,201      1,657,997      6,513,538      5,570,827
                       ==========     ==========     ==========     ==========
</TABLE>


Adjustments to conform Allen Tank's accounting policies to those of UNIFAB and
to apply pooling-of-interests accounting reduced net income of the combined
entity for the above periods by $0 and $325,815 for the three- and nine- month
periods ended December 31, 1998, respectively, and by $45,609 and $518,050 for
the three- and nine-month periods ended December 31, 1997, respectively. The
adjustments to conform accounting policies relate to the accrual of performance
incentives for interim reporting periods.

Prior to the combination Allen Tank's fiscal year end was December 31. UNIFAB's
fiscal year end is March 31. In applying pooling-of-interests accounting, the
December 31, 1998 UNIFAB statement of income was combined with the Allen Tank
statements of income for the six month period ended December 31, 1998 and the
twelve-week period ended June 13, 1998. The December 31, 1997 UNIFAB statement
of income was combined with the Allen Tank statement of income for the 40-week
period ended December 27, 1997. Retained earnings of the combined entities were
adjusted by approximately $675,000 as of the beginning of UNIFAB's fiscal 1998
year to include the unaudited net earnings of Allen Tank, including adjustments
to conform accounting policies to those of UNIFAB, for the period December 28,
1997 to March 21, 1998. During this period Allen Tank's revenues were
$8,986,700.

Merger expenses of approximately $275,000 include legal, investment banking and
accounting fees related to the business combination and are classified as "other
expense" in the Consolidated Statements of Income.


                                       6
<PAGE>   9


The Company also acquired LATOKA Engineering, Ltd. for 79,000 shares of UNIFAB
common stock.

Prior to the acquisition, Allen Tank was taxed as an S Corporation. Upon the
acquisition, S Corporation status was terminated and the corporation was subject
to federal and state income taxes. In conjunction with the termination of S
Corporation status, Allen Tank distributed $1.5 million to its shareholders in
the form of notes. This distribution, which was consistent with prior
distributions to the Allen Tank shareholders, represented the tax liability of
those shareholders for S Corporation earnings through the date of the
acquisition and termination of S Corporation status. The remaining undistributed
earnings at the date of acquisition were accounted for as additional capital at
the beginning of fiscal year March 31, 1998.

The balance sheet of the Company as of December 31, 1998 includes a current
deferred income tax liability of approximately $742,000 and a non-current
deferred income tax asset of approximately $217,000 to reflect deferred income
taxes recorded as of the date of acquisition as a result of the termination of
the S Corporation status of Allen Tank.

4.       PRO FORMA EARNINGS PER SHARE

         Pro forma earnings per share for the three and nine month periods ended
December 31, 1998 and 1997 consists of the Company's historical income, adjusted
to reflect income taxes as if the Allen Tank had operated as a C Corporation for
all periods. This calculation excludes the charge of $525,000 related to the
cumulative deferred income taxes resulting from the conversion to a C
Corporation on July 24, 1998, as described in Note 3, above. The basic and
diluted earnings per share calculation includes shares issued in the acquisition
of Allen Tank transaction, giving effect to the issuance at the beginning of the
periods presented.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         This discussion and analysis of financial condition and results of
operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the related disclosures included elsewhere
herein and Management's Discussion and Analysis of Financial Condition and
Results of Operations included as part of the Company's Annual Report on Form
10-K.

RESULTS OF OPERATIONS

         Revenue for the three months ended December 31, 1998 increased 11% to
$23.5 million from the $21.2 generated in the three months ended December 31,
1997. For the nine-month period ended December 31, 1998, revenue increased 3% to
$83.7 million compared to $81.5 million for the nine-month period ended December
31, 1997. The increase in the quarter was primarily due to revenue recognized on
time and material fabrication contracts, and engineering, design and manufacture
of specialized process systems, which vary in size, complexity and types of
materials used, all of which impact the revenue volume. Additionally, revenues
increased from plant maintenance and international project management businesses
acquired in 1998. At December 31, 1998 backlog was approximately $25.1 million.

         Cost of revenue for the three months ended December 31, 1998 increased
8.7% or $1.5 million to $18.5 million from $17.0 million in the three months
ended December 31, 1997. For the nine-month period ended December 31, 1998, cost
of revenue was $66.6 million, which was $1.7 million or 2.5% lower than for the
same period in 1997. Cost of revenue consists of costs associated with the
fabrication process, including direct costs (such as direct labor costs and raw
materials) and indirect costs (such as supervisory labor, utilities, welding
supplies and equipment costs) that can be specifically allocated to projects.
These costs decreased as a percentage of revenues to 78.9% and 79.6% in the
three- and nine-month periods ended December 31, 1998, respectively, from 80.3%
and 83.9% for the same periods in 1997. The decrease in cost as a percentage of
revenues is a result of the make up of projects including the


                                       7
<PAGE>   10


type of material called for on process systems, such as stainless steel,
cladding or duplex stainless steel content, the extent of design and engineering
required and the mix between fixed-price and time-and-material contracts.

         Gross profit for the three months ended December 31, 1998 increased to
$4.9 million and for the nine months ended December 31, 1998 increased to $17.1
million from $4.2 million and $13.1 million in the corresponding periods in 1997
mainly due to improved margins on fixed-price contracts and a favorable mix of
services and materials on the Company's time and materials contracts. While the
downturn in oil and natural gas prices has not yet affected the Company's
financial results, reductions in capital budgets announced by the major oil
companies could result in fewer projects. As competition for those projects
increases, the Company's margins could be affected.

         Selling, general and administrative expense increased to 2.0 million in
the three months ended December 31, 1998 from $1.8 million in the same period in
1997, and was $6.9 million in the nine months ended December 31, 1998 compared
to $5.0 million in the same period in 1997. This increase is due to increases in
regulatory, reporting and other costs associated with being a corporation with
publicly traded securities, the additional general and administrative costs
associated with the acquired Lake Charles facility and London operations, and
costs associated with the Company's safety program.

         Other income (expense) includes interest income and expense, which
fluctuate with the weighted average amount of funds invested or borrowed over
the period. Other expense also includes approximately $275,000 in costs
associated with the acquisition of Allen Tank, Inc. on July 24, 1998, which was
accounted for as a pooling of interests.

LIQUIDITY AND CAPITAL RESOURCES

         Historically, the Company has funded its business activities through
funds generated from its operations and borrowings under its credit facility.
Net cash used in operations was $2.7 million for the nine months ended December
31, 1998. During the same period the Company had capital expenditures of $9.3
million, including improvements to facilities and equipment which will increase
the productivity of the labor force, add a product line of rolled goods and
increase the load out capacity of the fabrication facility located at the Port
of Iberia.

         On July 27, 1998, the Company amended and restated its unsecured credit
facility (the "Second Restated Credit Facility") with a commercial lender, which
provides for up to $10.0 million in borrowings for general corporate purposes
and for letters of credit up to $10.0 million under a revolving credit facility.
Borrowings under the revolving credit facility bear interest at the prime
lending rate established by Chase Manhattan Bank, N.A. or LIBOR plus 2.0%, at
the Company's option. The fee for issued letters of credit is 7/8 of 1% per
annum on the principal amount of the letter of credit. The unused commitment fee
is 3/8 of 1% per annum. The revolving credit facility matures August 31, 2000.
At December 31, 1998, the Company had letters of credit of $11.7 million in the
aggregate and borrowings outstanding of $7.5 million under the revolving credit
facility. The Second Restated Credit Facility also provides for replacement of
several letters of credit under a non-revolving credit facility. At December 31,
1998, the Company had outstanding letters of credit in the amount of $168,000
under this non-revolving credit facility. The non-revolving letter of credit
facility is reduced upon the expiration of each letter of credit, the last of
which is scheduled to expire in January 2000.

         The Second Restated Credit Facility provides for a $7,000,000 term loan
facility with quarterly principle payments of $350,000 plus interest commencing
September 30, 1998. Amounts outstanding under the term loan facility bear
interest under the same terms described above for borrowings under the revolving
credit facility.

         The Company paid amounts outstanding and terminated its (pound)500,000
revolving credit facility and its (pound)1,000,000 non-revolving term credit
facility with a commercial lender in London, England. The


                                       8
<PAGE>   11


facilities were secured by a letter of credit which was no longer required and
was cancelled in January, 1999. Funds to pay the facilities were available under
the Company's Second Restated Credit Facility.

         On July 24, 1998, the Company completed the acquisition of Allen Tank,
Inc. for 819,000 shares of UNIFAB common stock, $400,000 in cash and notes of
$800,000. The Company used available funds in the acquisition.

         Management believes that its available funds, cash generated by
operating activities and funds available under its revolving credit facility
will be sufficient to fund any capital expenditures and working capital needs.
The Company may expand its operations through acquisitions in the future, which
may require additional equity or debt financing.

IMPACT OF THE YEAR 2000

    The Company has assessed and continues to assess the impact of the year 2000
on its reporting systems and operations. The year 2000 issue is the result of
computer programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have date sensitive
software may recognize a date using "00" as the year 1900 rather than 2000. This
could potentially result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in other similar normal
business operations. Although the Company is still assessing the impact of the
year 2000 issue on its information technology systems, at this time the Company
believes the impact will not be material to the Company's financial position or
results of operations.

The Company has not yet communicated with all of its significant customers,
suppliers and vendors to ensure that they have appropriate plans to address year
2000 issues where they may otherwise impact the operations of the Company.
However, the Company does not have any significant customers, suppliers or
vendors that directly interface with the Company's information technology
systems. There is no guarantee that the systems of other companies on which the
Company relies will be converted timely and will not have an adverse effect on
the Company.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

Certain statements included in this report and in oral statements made from time
to time by management of the Company that are not statements of historical fact
are forward-looking statements. In this report, forward-looking statements are
included primarily in the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operation." The words "expect," "believe,"
"anticipate," "project," "plan," "estimate," "predict," and similar expressions
often identify forward-looking statements. All such statements are subject to
factors that could cause actual results and outcomes to differ materially from
the results and outcomes predicted in the statements and investors are cautioned
not to place undue reliance upon them.


                                       9
<PAGE>   12


                                     PART II

ITEM 5. OTHER INFORMATION

On February 12, 1998 the Company announced its third quarter fiscal 1999
earnings and related matters. The press release making this announcement is
attached hereto as Exhibit 99.1.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>
              Exhibit
              Number                Description
              -------               -----------
              <S>                   <C>
                27.1                Financial Data Schedule

                99.1                Press release issued by the Company on February 12, 1998 announcing its
                                    earnings and related matters for the third quarter fiscal year ending March
                                    31, 1999.
</TABLE>

(b) The Company filed no reports on Form 8-K during the quarter for which this
report is filed.



                                       10
<PAGE>   13


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                UNIFAB International, Inc.



Date   February 12, 1998        /s/ Peter J. Roman
       ----------------------   ------------------------------------
                                Peter J. Roman
                                Vice President and Chief Financial Officer
                                (Principal Financial and Accounting Officer)



                                       11



<PAGE>   14
                              INDEX TO EXHIBITS


<TABLE>
<CAPTION>
      Exhibit
      Number         Description
      -------        -----------
      <S>            <C>
        27.1         Financial Data Schedule
                     
        99.1         Press release issued by the Company on February 12, 1998 
                     announcing its earnings and related matters for the third 
                     quarter fiscal year ending March 31, 1999.
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