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                                                                   EXHIBIT 10.36

           AMENDED AND RESTATED CONSENT OF BANKS AND FIRST AMENDMENT
              TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

        This Amended and Restated Consent of Banks and First Amendment to 
Amended and Restated Revolving Credit Agreement is entered into on this 15th day
of May, 1997, effective the 4th day of April, 1997, and is made and entered into
by and among HALTER MARINE GROUP, INC., a Delaware corporation ("Borrower") and 
the undersigned Banks, including Whitney National Bank in its capacity as a Bank
and as Agent for the Banks under the Amended and Restated Revolving Credit 
Agreement (which is hereinafter described) and constitutes an amendment and 
restatement of the Consent of Banks and First Amendment to Amended and Restated 
Revolving Credit Agreement, effective April 4, 1997.

        WHEREAS, the parties hereto entered into an Amended and Restated 
Revolving Credit Agreement, effective December 31, 1996 (the "Revolving Credit 
Agreement");

        WHEREAS, Borrower has requested the Banks to consent to one of its 
Subsidiaries purchasing additional Subsidiaries and to the incurrence of 
Indebtedness in connection therewith.

        NOW THEREFORE, for good and adequate consideration the receipt of which 
is hereby acknowledged, the parties hereto do hereby agree as follows:

        1. As used herein, capitalized terms not defined herein shall have the 
meanings attributed to them in the Revolving Credit Agreement.

        2. The Banks do hereby consent to the purchase by Halter Marine, Inc.
("Halter-Nevada"), a Nevada Corporation and wholly owned Subsidiary of Borrower,
and consent to the use of Nineteen Million Three Hundred Seventy-Two Thousand
Five Hundred Dollars ($19,372,500.00) in Loan proceeds (the "$19,372,500.00
Loan") obtained by Borrower for the purchase of (a) Fifty-ONe Thousand (51,000)
shares of capital stock of Maritime Holdings, Inc. ("MHI"), a Delaware
Corporation, for the price and sum of Fifteen Million Four Hundred Ninety-Eight
Thousand Dollars ($15,498,000.00) and (b) One Hundred Two (102) shares of the
capital stock of TExas Drydock, Inc. ("TDI"), a Texas Corporation, for the price
and sum of Three Million Eight Hundred Seventy-Four Thousand Five Hundred
Dollars ($3,874,500.00) (collectively, the "MHI and TExas Drydock Acquisition").

        3. The consent of the Banks to the MHI and Texas Drydock Acquisition is 
subject to Borrower paying and Borrower agrees to pay, within six (6) months 
after the effective date of this Amended and Restated Consent of Banks and First
Amendment to Amended and Restated Revolving Credit Agreement, the $19,372,500.00
Loan incurred for the MHI and Texas Drydock Acquisition through the incurrence 
of a future Loan or other Indebtedness (in each case, in accordance with the 
terms of the Revolving Credit Agreement). Borrower acknowledges and agrees that 
the further consent of the Required Banks is required in order for Borrower to 
incur any such future Loan or other Indebtedness described  in this Paragraph 3 
which consent shall not be unreasonably withheld.

        4. The Banks do hereby further consent to the purchase by Halter-Nevada 
of Forty-Nine Thousand (49,000) shares of capital stock of MHI and Ninety-Eight 
(98) shares of capital stock of TDI, for the total price and sum of Twenty-Seven
Million Dollars ($27,000,000.00). The Banks do hereby further consent to 
Halter-Nevada incurring Indebtedness in favor of the


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sellers (including the note payable to the escrow agent) of such shares of MHI 
and TDI set forth in this paragraph 4 in the amount of Twenty-Seven Million 
Dollars ($27,000,000.00) bearing interest at the rate of seven and one-tenth (7 
1/10%) percent per annum and due and payable on January 15, 1998 (such 
Indebtedness, as it may be amended, renewed, replaced or refinanced, other than 
through a Loan, shall be referred to as the "Seller Indebtedness"). Borrower 
represents and warrants that after the purchases of MHI and TDI stock set forth 
in paragraphs 2 and 4 hereof, Halter-Nevada will be the holder and owner of all 
of the issued and outstanding stock of MHI and TDI. Borrower acknowledges and 
agrees that the further consent of the Required Banks is required in order for 
Borrower to incur any future Loan or other Indebtedness to pay off the Seller 
Indebtedness which consent shall not be unreasonably withheld.

        5.  The parties hereto do hereby amend and restate the definition of 
"Company Business" in the Revolving Credit Agreement to read as follows:

        Company Business shall mean (i) the construction, repair and conversion
        of ocean-going and inland vessels, (ii) the construction, repair and
        conversion of drilling rigs, barges and vessels, (iii) the production of
        any component of or accessory to any such ocean-going or inland vessel
        or drilling rig, barge or vessel, (iv) any other similar type of
        production, construction or manufacturing, (v) any financing related to
        the sale of any of the Borrower's or any Subsidiary's products, and (vi)
        any other activities ancillary to the foregoing.

        6.  The parties hereto do hereby amend and restate the definition of 
"Subsidiary" in the Revolving Credit Agreement to read as follows:

        Subsidiary shall mean (a) any corporation of which more than fifty
        percent (50%) of the issued and outstanding capital stock entitled to
        vote for the election of directors (other than by reason of default in
        the payment of dividends) is at the time owned directly or indirectly by
        Borrower and/or any one or more Subsidiary of Borrower, or (b) any
        partnership, limited liability company, business trust, or any other
        similar entity of which more than fifty percent (50%) of the voting
        interests is at the time owned directly or indirectly by Borrower and/or
        any one or more Subsidiary of Borrower, and specifically including, but
        not limited to, each of the entities described on Schedule 7.8 hereto.

        7.  The parties hereto do hereby amend and restate Section 7.8 of the 
Revolving Credit Agreement to read as follows:

        7.8 Subsidiaries. There are no Subsidiaries other than as identified on
        Schedule 7.8 attached hereto, as the same may from time to time be
        amended, modified or supplemented as provided herein. The capital stock
        of each Subsidiary is duly authorized, validly issued and fully paid and
        nonassessable and is owned solely by Borrower and/or any one or more
        Subsidiaries. Except as disclosed on Schedule 7.8 attached hereto and
        TDI International, Ltd.'s interest in TDI Nass International, W.L.L.,
        neither Borrower nor any of its Subsidiaries, individually or
        collectively, owns or holds, directly or indirectly, any capital stock
        or equity security of, or any equity interest in, any corporation or
        business. Borrower may at any time amend, modify or supplement Schedule
        7.8 by notifying the Agent in writing of any changes thereto, including
        any formation, acquisition, merger or liquidation of Subsidiaries or any
        change in the


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        capitalization of any Subsidiary, in each case, in accordance with the
        terms of this Agreement and provided that any such new Subsidiary shall,
        within thirty (30) days of the creation or acquisition of such
        Subsidiary, execute and deliver to Agent for the benefit of all the
        Banks a Continuing Guarantee in form of Exhibit C annexed hereto and
        made a part hereof.

        8.  Borrower represents and warrants that TDI International, Ltd. owns 
Forty-Nine (49%) percent of TDI Nass International, W.L.L., a limited liability 
company organized under the laws of Bahrain. Investments by Borrower and/or any 
one or more Subsidiaries in TDI Nass International, W.L.L. shall not be 
considered Restricted Investments so long as the amount of such Investments in 
TDI Nass International, W.W.L. made after the effective date hereof does not in 
the aggregate exceed Five Million Dollars ($5,000,000.00).

        9.  The parties hereto do hereby amend and restate Section 4.1(a)(vii)
of the Revolving Credit Agreement to read as follows:

        (vii)  the sum of (A) the aggregate undrawn face amount of all
               outstanding Letter(s) of Credit securing or guaranteeing
               obligations of or performance by Offshore plus (B) the aggregate
               principal amount of all outstanding Letter of Credit Loans
               arising out of Letter(s) of Credit securing or guaranteeing
               obligations of or performance by Offshore shall not at any one
               time exceed the Offshore Commitment.

        10. Within ten (10) days of the execution date hereof Borrower shall 
furnish Agent with the following:

        (a) Continuing Guarantees executed by MHI, TDI and TDI International, 
            Ltd.

        (b) Such resolutions and certificates of MHI, TDI and TDI International,
            Ltd. and their officers relating to the execution, delivery and
            performance by MHI, TDI and TDI International, Ltd. of Continuing
            Guarantees and such opinions of McGlinchey Stafford, a Professional
            Limited Liability Company, or other counsel acceptable to Agent,
            relating to the execution, delivery and performance by MHI and TDI
            of Continuing Guarantees as may be required by Agent and
            satisfactory in form and substance to the Agent;

        (c) Such resolutions and certificates of Borrower and its officers
            relating to the execution, delivery and performance by Borrower of
            this Amended and Restated Consent of Banks and First Amendment to
            Amended and Restated Revolving Credit Agreement as may be required
            by Agent and satisfactory in form and substance to the Agent; and

        (d) An agreement by the Subsidiaries (except MHI, TDI and TDI
            International, Ltd.) in such form as Agent may require consenting to
            the execution of this Amended and Restated Consent of Banks and
            First Amendment to Amended and Restated Revolving Credit Agreement
            together with such resolutions and certificates of such Subsidiaries
            and their officers relating thereto as may be required by Agent and
            satisfactory in form and substance to the Agent.

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        10. An amended and restated Schedule 7.8 to the Revolving Credit 
Agreement is annexed hereto.

        11. An amended and restated Schedule 7.12 to the Revolving Credit 
Agreement is annexed hereto.

        12. In connection with the foregoing and only in connection with the 
foregoing, the Revolving Credit Agreement is hereby amended, but in all other 
respects all of the terms, conditions and provisions of the Revolving Credit 
Agreement remain unaffected.

        13. This Amended and Restated Consent of Banks and First Amendment to 
Amended and Restated Revolving Credit Agreement may be executed in two or more 
counterparts, and it shall not be necessary that the signatures of all parties 
hereto be contained on any one counterpart hereof; each counterpart shall be 
deemed an original, but all of which together shall constitute one and the same 
instrument.





                  TO THE END OF PAGE INTENTIONALLY LEFT BLANK


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        IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed.

HALTER MARINE GROUP, INC.               THE FIRST NATIONAL BANK OF CHICAGO


BY:  __________________________         BY:  Signature Appears Here   
ITS: __________________________         ITS: First Vice President        
13085 Seaway Road                       One First National Plaza
Gulfport, MS 39503                      Suite 0324
Telecopy number: (601) 897-4888         10th Floor
                                        Chicago, IL 60670
WHITNEY NATIONAL BANK                   Telecopy number: (312) 732-3055

BY:  __________________________         THE BANK OF NOVA SCOTIA
ITS: __________________________
228 St. Charles Avenue    
New Orleans, LA 70130                   BY:  Signature Appears Here
Telecopy number: (504) 552-4622         ITS: Senior Manger Loan Operator
                                        600 Peachtree Street NE
                                        Suite 2700
FIRST NATIONAL BANK OF COMMERCE         Atlanta, GA 30308
                                        Telecopy number: (404) 888-8998

BY:  Signature Appears Here
ITS: Relationship Manager               BANK ONE, LOUISIANA, N.A.
Energy Services Dept., 2nd Fl.
210 Baroone Street
New Orleans, LA 70112                   BY:  Lynn Richard
Telecopy number: (504) 561-1316         ITS: Vice President
                                        201 St. Charles Avenue
                                        Suite 1410
HIBERNIA NATIONAL BANK                  New Orleans, LA 70170
                                        Telecopy number:

BY:  Signature Appears Here             THE BANK OF TOKYO-MITSUBISHI, LTD.
ITS: V.P.                     
313 Carondelet Street
New Orleans, LA 70130
Telecopy number: (504) 533-5434         BY:  ________________________
                                        ITS: ________________________
                                        2001 Ross Avenue, LB118
                                        3150 Trammel Crow Center
                                        Dallas, TX 75201
                                        Telecopy number: (214) 954-1007

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THE SUMITOMO BANK LIMITED

BY:  _____________________
ITS: _____________________

BY:  _____________________
ITS: _____________________
909 Fannin, Suite 3750
Houston, TX 77010
Telecopy number: (713) 759-1419




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