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                                                                    EXHIBIT 10.4

                              AMENDMENT NO. 1 TO
                             EMPLOYMENT AGREEMENT

     This Amendment No. 1 to Employment Agreement is made as of the 31st day of
March, 2001, by and between Conrad Industries, Inc., a Delaware corporation and
Conrad Shipyard, L.LC., a Louisiana limited liability company (together, the
"Company"), and Cecil A. Hernandez (the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Company has entered into an Employment Agreement with the
Executive dated as of March 31, 1998 (the "Employment Agreement"), with an
Initial Term (as defined in the Employment Agreement) of three years; and

     WHEREAS, the Company and the Executive have, pursuant to Section 4 of the
Employment Agreement, mutually elected to extend the term of the Employment
Agreement for one year, to March 31, 2002, and to make such modifications to the
Employment Agreement as are set forth herein.

     NOW, THEREFORE, for and in consideration of the continued employment of
Executive by the Company and the payment of salary and other compensation to
Executive by the Company, the parties hereto agree as follows, effective March
31, 2001:

     SECTION I.  Except as expressly amended herein, all of the terms and
provisions of the Employment Agreement shall remain in full force and effect.
Capitalized terms used herein, unless otherwise defined herein, shall have the
meaning given to them in the Employment Agreement.

     SECTION II.  Paragraph 3(a)(i) of the Employment Agreement is hereby
amended to read in its entirety as follows:

     (i) engage as an officer, director, shareholder, owner, partner, joint
venturer, or in a managerial capacity, whether as an executive, independent
contractor, consultant or advisor, or as a sales representative, in any business
in direct competition with the construction, conversion or repair of marine
vessels or the fabrication of modular components for offshore drilling rigs or
floating production, storage and offloading vessels (collectively, the
"Businesses") of the Company or any subsidiary of the Company (collectively, the
"Companies") in any State of the United States or other jurisdiction, or
specified portions thereof, in which the Executive regularly (a) makes contact
with customers of the Company or any of its subsidiaries, (b) conducts the
business of the Company or any of its subsidiaries or (c) supervises the
activities of other employees of the Company or its subsidiaries, as identified
in Appendix "A" attached hereto and forming a part of this Agreement, and in
which the Company or any of its subsidiaries engages in any of the Businesses on
the date of termination of employment hereunder (collectively the "Territory");
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     SECTION III.  Paragraph 3(a) of the Employment Agreement is hereby amended
to include the following:

     Executive agrees that he will from time to time upon the Company's request
promptly execute any supplement, amendment, restatement or modification of
Appendix "A" as may be necessary or appropriate to correctly reflect the
jurisdictions which, at the time of such modification, should be covered by
Appendix "A" and this Paragraph 3.  Furthermore, Executive agrees that all
references to Appendix "A" in this Agreement shall be deemed to refer to
Appendix "A" as so supplemented, amended, restated or otherwise modified from
time to time.

     SECTION IV.  Paragraph 3(c) of the Employment Agreement is hereby amended
to read in its entirety as follows:

     It is agreed by the parties that the foregoing covenants in this Paragraph
3 impose a reasonable restraint on Executive in light of the activities and
business of the Companies on the date of the execution of this Agreement and the
current plans of the Companies.

     SECTION V.  Paragraph 3(f) of the Employment Agreement is hereby amended to
read in its entirety as follows:

     All of the covenants in this Paragraph 3 shall be construed as an agreement
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of Executive against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of such covenants.

     SECTION VI.   Pursuant to the provisions of Section 4 of the Employment
Agreement, the Company and Executive hereby mutually agree to extend the term of
the Employment Agreement for one year, to March 31, 2002, such extended term to
constitute an "Extended Term" as defined in the Employment Agreement.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and signed as of the date indicated above.


                                     CONRAD INDUSTRIES, INC.


                                     By: __________________________
                                         Michael J. Harris,
                                         Chair, Compensation Committee

                                     CONRAD SHIPYARD, L.L.C.


                                     By: __________________________
                                         William H. Hidalgo,
                                         President


                                     EXECUTIVE

                                         ______________________________
                                         Cecil A. Hernandez