Jobie T. Melton, Jr.
                                  
                        Employment Agreement

     This Employment Agreement, dated as of the ___ day of June, 1998,
by and between Friede Goldman International Inc., a Delaware
corporation ("the Company"), and Jobie T. Melton, Jr. ("Melton").

                             WITNESSETH:

     WHEREAS, Company has determined that it is in its best interest
that Company retain the services of Melton as its Chief Financial
Officer ("CFO") or in such other position will duties and
responsibilities customarily associated with those of a CFO of a
publicly traded corporation; and

     WHEREAS, Melton has agreed that on July 1, 1998, (the "Effective
Date") he shall assume the responsibilities of the CFO of the Company,
subject to the terms and conditions contained herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt
and legal sufficiency of which are hereby expressly acknowledged, the
parties agree as follows:

1.   Employment Period.

     Company hereby agrees to employ Melton, and Melton hereby agrees
to become employed by Company commencing on July 1, 1998, and
terminating as provided for herein (the "Employment Period"). Upon
mutual agreement of Melton and the Company, this Agreement may be
extended for such time as Melton and the Company agree.

2.   Terms of Employment.

     a.   Position and Duties.

          (i)  During the Employment Period, Melton shall be employed
as an executive officer of the Company with the authority, duties and
responsibilities assigned to Melton by J. L. Holloway, the Chairman
and Chief Executive Officer of Company, which duties shall be
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reasonably comparable to, but need not be the same as, those held,
exercised or assigned to the CFO at the date of this Employment
Agreement. During the Employment Period, Melton's place of employment
shall remain in the Jackson, Mississippi metropolitan area.

          (ii) During the Employment Period (excluding any periods of
vacation and sick leave to which Melton is entitled), Melton agrees to
devote reasonable attention, and time during normal business hours to
the business and affairs of Company and to use his best efforts to
perform faithfully and efficiently such responsibilities. It shall not
be a violation of this Agreement for Melton to: (a) serve on
corporate, civic or charitable boards or committees; (b) deliver
lectures, fulfill speaking engagements or teach at educational
institutions; or (c) manage personal investments, so long as such
activities do not interfere with the performance of Melton's
responsibilities as CFO in accordance with this Agreement.

     b.   Compensation and Benefits.

          (i)  Base Salary. During the Employment Period, Melton shall
be paid an annual base salary of $250,000.00 ("Annual Base Salary")
which shall be paid at least as often as monthly until such time as
Annual Base Salary may be increased in accordance with the wishes of
the Board of Directors of the Company. Any increase in Annual Base
Salary shall not limit or reduce any other obligation to Melton under
this Agreement. The Annual Base Salary shall not be reduced after any
such increase. During the Employment Period, Annual Base Salary shall
be reviewed at least annually.

          (ii) Annual Bonus. Melton shall be entitled to an annual
cash bonus, at the discretion of the Board of Directors, which is to
be based upon Melton's general performance and the financial and
operational performance of the Company.

          (iii) Signing Bonus. On the Effective Date, Melton shall at
his sole election be entitled to a signing bonus of either (1)
$150,000 cash or (2) a combination of shares of common stock of the
Company, the number and fair market value thereof to be determined in
accordance with the following sentence, and cash having an combined
value of $150,000. If Melton elects to receive Company stock as a
portion of his signing bonus pursuant to (2) above, he shall receive
(i) the number of shares determined by dividing $90,000 by the closing
market price of the Company's common stock on June 30, 1998, and (ii)
cash of $60,000.

          (iv) Incentive. Welfare and Retirement Plans. In addition to
Annual Base Salary, Annual Bonus and Signing Bonus which may be earned
during the Employment Period as hereinabove provided, Melton shall be
entitled to participate in any of the following plans or programs
which may be in effect at any time during the Employment Period with
respect to other senior, corporate executive officers of Company: (a)
all incentive, bonus, stock option, savings and retirement plans and
programs; (b) all benefits under welfare benefit plans and programs
provided by the Company (including, without limitation, medical,
prescription, dental, salary 
<PAGE>
continuance, employee life, group life, accidental death and travel
accident insurance plans and programs); and (c) all other fringe
benefits.

          (v) Stock Options. Concurrently with the execution of this
Employment Agreement, the Company shall execute and deliver to Melton
an Employee Stock Option Contract which grants to Melton the option to
purchase 150,000 shares of the common stock of the Company, subject to
the provisions of the next sentence, at a price equal to the closing
price of the Company's common stock on June 30, 1998. Options to
purchase Thirty Thousand (30,000) shares of the common stock of the
Company may be exercised at any time commencing with the Effective
Date and an additional Thirty Thousand (30,000) shares become
exercisable in each of the four (4) succeeding years beginning on the
annual anniversary date of the Effective Dale, except as provided in
4d(i)D. Subject to the following sentence, once options to purchase
shares become exercisable, the right to exercise an option cannot be
forfeited. The right to exercise an option expires at the earlier of 5
years from the date the option became exercisable or 90 days
subsequent to termination of this Agreement. In addition to the
foregoing Employee Stock Option Contract, Melton shall be eligible to
receive the grant of additional Stock Options on an annual basis
during the Employment period.

          (vi) Automobile. The Company shall at its expense provide
Melton with an automobile and pay all expenses related thereto,
including without limitation, fuel, insurance, maintenance and
parking, subject to existing Company policy.

          (vii) Expenses. During the Employment Period, Melton shall
be entitled to receive prompt reimbursement for all reasonable
expenses incurred by Melton in the performance of his duties as CFO,
such reimbursement to be made against the submission by Melton of
signed, itemized expense reports in accordance with the travel and
business expense reimbursement policies as in effect at any time
applicable to executives of the Company.

          (viii) Office and Support Staff. During the Employment
Period, Melton shall be entitled to an executive office with
furnishings and other appointments commensurate with his position, and
to personal secretarial and other staff assistance.

          (ix) Vacation. During the Employment Period, Melton shall be
entitled to three weeks of paid vacation, plus traditional holidays,
in accordance with the practices of the Company.

          (x) Additional Fringe Benefits. The Company shall pay the
costs of a cellular phone, including the monthly fee, and all costs
associated with the business usage of such phone.

          (xi) Professional Dues. The Company shall pay for Melton's
costs in connection with the maintenance of his professional
designation, certification and membership in any professional
societies, including his registration as a certified public accountant
in 
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Mississippi, Louisiana, Arkansas, including membership in AICPA, MSCPA
and SLCPA. The Company shall also pay for any continuing education
required to continue his certification as a Certified Public
Accountant in any state in which he is licensed, as well as pay for
all costs associated with Melton's attendance at the annual MSCPA
convention.

3.   Termination of Employment.

     a.   Death or Disability.

     Melton's employment shall terminate automatically upon Melton's
death during the Employment Period. If during the Employment Period
Melton should suffer from Disability (pursuant to the definition of
"Disability" set forth below), Company may give Melton written notice
in accordance with Section 7b of this Agreement of an intention to
terminate Melton's employment. In such event, Melton's employment with
the Company shall terminate effective on the 30th day after receipt of
such notice by Melton (the "Disability Effective Date). 'Disability'
for purposes of this agreement means Melton's inability or a
substantial impairment of his ability to perform the material duties
of his employment under this Agreement with the Company as a result of
physical disease, injury, accident, sickness or mental disorder which
is determined to be total and permanent, by a physician selected by
Melton and the Company.

     b. Cause.

     The Company may terminate Melton's employment during the
Employment Period for "Cause." For purposes of this Agreement, "Cause"
means (i) an act or acts of personal dishonesty taken by Melton and
intended to result in substantial personal enrichment of Melton at the
expense of the Company, (ii) repeated violations by Melton of Melton's
obligations under section 2a(i) hereof which are demonstrably willful
and deliberate on Melton's part and which are not remedied in a
reasonable period of time after receipt of written notice from the
Company, or (iii) the conviction of Melton of a felony.

     c.   Good Reason.

Melton's employment may be terminated during the Employment Period by
Melton, at his election, for Good Reason. For purposes of this
Agreement, "Good Reason" means:

          (i) any material failure by the Company to comply with any
of the provisions of this Agreement, unless consented to in writing by
Melton;

          (ii) the departure of J. L. Holloway as Chairman of thc
Company, or i 1; as a result of any merger, acquisition or other
transaction the Company is not, in substance, the surviving entity;
<PAGE>
          (iii) any purported termination by the Company of Melton's
employment prior to the expiration of the Employment Period otherwise
than as expressly permitted by this Agreement.

     d. Notice of Termination.

     Any termination by the Company for Cause or by Melton for Good
Reason shall be communicated by Notice of Termination to the other
party hereto given in accordance with Section 10b For purposes of this
Agreement, a "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement relied
upon, (ii) sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Melton's employment
under the provision so indicated, and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice,
specifies the termination date (which date shall be not more than
fifteen days after the giving of such notice). The failure by Melton
or by the Company, as the case may be, to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of
Cause or Good Reason, as the case may be, shall not waive any right of
the Company or Melton hereunder or preclude the Company or Melton from
asserting such fact or circumstance in any subsequent action to
enforce their respective rights hereunder.

     e.   Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified
therein, as the case may be; provided, however, (i) if Melton's
employment is terminated by Company for Cause, the Date of Termination
shall be earlier of the date on which Company gives Melton actual
notice of such termination or the date of receipt of the Notice of
Termination, and (ii) if Melton's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of
death of Melton or the Disability Effective Date, as the case may be.

4.   Obligation of the Company upon Termination.

     a.   Death.

     If Melton's employment is terminated by reason of Melton's death
during the Employment Period, this Agreement shall terminate, other
than the payment of following obligations of Company, without further
obligations of Melton's legal representatives under this Agreement:

          (i) the portion of Annual Base Salary accrued through the
Date of Termination to the extent not theretofore paid,

          (ii) an amount equal to the product of any annual bonus paid
or payable (and 

<PAGE>
annualized for any fiscal year in which Melton has been employed for
less than twelve full months) with respect to the fiscal year
immediately preceding the Date of Termination, if any, multiplied by a
fraction, the numerator of which is the number of days in the current
fiscal year through the Date of Termination, and the denominator of
which is 365, and

          (iii) any compensation previously deferred by Melton
(together with any accrued interest thereon) and not yet paid by
Company and any accrued vacation pay not yet paid by Company (the
amounts described in paragraphs (i), (ii) and (iii) are hereafter
referred to as "Accrued Obligations").

          Any stock options granted pursuant to this Agreement or any
other stock option plan or agreement which are exercisable by Melton
at the time of death shall remain exercisable by the executor or
administrator of Melton's estate for a period of one year.

          All Accrued Obligations shall be paid to Melton's estate or
beneficiary, as applicable, in a lump sum in cash within 30 days of
the Date of Termination. Anything in this Agreement to the contrary
notwithstanding, Melton's family shall be entitled to receive thc
benefits provided by Company to surviving families of executive
officers of Company.

     b.   Disability.

     If Melton's employment is terminated by reason of Melton's
Disability, this Agreement shall terminate and the Company shall pay
to Melton the Accrued Obligations and the Company shall continue to
pay Melton the monthly Base Salary for a period of. six ( ) months
following termination.. All Accrued Obligations shall be paid to
Melton in a lump sum in cash within 30 days of the Date of
Termination. Any stock options granted pursuant to this Agreement or
any other stock option plan or agreement which are exercisable by
Melton at thc Disability Effective Date shall remain exercisable by
Melton for a period of one year. Anything in this Agreement to the
contrary notwithstanding, Melton shall be entitled after the
Disability Effective Date to receive disability and other benefits as
in effect with respect to executive officers of Company and their
families.

     c.   Cause Other Than for Good Reason.

     If Melton's employment shall be terminated for Cause during the
Employment Period, this Agreement shall terminate without further
obligations to Melton other than the obligation to pay to Melton his
Annual Base Salary accrued through the Date of Termination plus the
amount of any compensation previously deferred by Melton, in each case
to the extent theretofore unpaid, and any stock options held by Melton
that are exercisable at the Dale of Termination shall remain
exercisable for a period of 90 days subsequent to the Date of
Termination. If Melton terminates employment during the Employment
Period other than for Good Reason, this Agreement shall terminate
without further obligations to Melton, except that the Company pay
Melton the Accrued Obligations in lump sum in cash within 30 days of
the Date of Termination 
<PAGE>
and Melton's rights under any stock options that are exercisable shall
be retained as set forth in this agreement or other applicable stock
option plan or agreement.

     d.   Termination for Good Reason or Other Than for Cause or
          Disability.

     If, during the first five (5) years of the Employment Period,
Company should terminate Melton's employment other than for Cause or
Disability, or if Melton should terminate employment under this
Agreement for Good Reason:

          (i)  Company shall pay to Melton in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the
following amounts:

               A.   all Accrued Obligations; and

               B.   a lump sum payment equal to the Annual Base Salary
in effect on the Date of Termination.

               C.   for a period of one year, or such longer period as
any plan, program, practice or policy may provide, Company, as the
case may be, shall continue benefits to Melton and/or Melton's family
at least equal to those which would have been provided to them in
accordance with the plans and programs described in Section
2(b)(iv)(b) hereof if Melton's  employment had not been terminated.

               D.   if Melton should terminate this Agreement pursuant
to paragraph 3(c)(ii) above, the stock options granted to Melton
pursuant to this Agreement which have not become exercisable in
accordance with the terms and conditions of the applicable stock
option plans and the stock option agreements shall become exercisable
in accordance with the following schedule:

               Date of termination      Options which become
                                             Exercisable

          Prior to December 31, 1998              30,000
          Subsequent to December 31,1998,
          but prior to December 31, 1999          60,000
          Subsequent to December31, 1999,
          but prior to December 31, 2000          90,000
          Subsequent to December31,2000          120,000

Subject to the following sentence, once options to purchase shares
become exercisable, the right to exercise an option cannot be
forfeited. The terms of paragraph 2b(v) above notwithstanding, options
that become exercisable pursuant to the schedule above as a result of
termination of this 
<PAGE>
Agreement for Good Reason and any other stock options held by Melton
that are exercisable at the time of termination of this Agreement for
Good Reason shall remain exercisable for a period of 1 year subsequent
to termination.

If Melton should terminate this Agreement for Good Reason other than
pursuant to paragraph 3(c)(ii), any stock options granted pursuant to
this Agreement that are exercisable at the date of termination shall
remain exercisable for 90 days subsequent to termination.

               E.   In addition, any stock options granted to Melton
subsequent to the date of this agreement shall become exercisable in
accordance with the terms and conditions of the applicable stock
option plans and the stock option agreements.

     If, after the first five (5) years of the Employment Period,
Company should terminate Melton's employment other than for Cause or
Disability, or if Melton should terminate employment under this
Agreement for Good Reason, the Company's only obligation to Melton
shall be the Accrued Obligations which shall be paid to Melton in a
lump sum in cash within 30 days after the Date of Termination

5.   Non-exclusivity of Rights.

     Nothing in this Agreement shall prevent or limit Melton's
continuing or future participation in any benefit, bonus, incentive or
other plans, programs, policies or practice, provided by Company for
which Melton may qualify during the Employment Period, nor shall
anything herein limit or otherwise affect such rights as Melton may
have under any other agreements with Company.  Amounts which are
vested benefits or which Melton is otherwise entitled to receive under
any plan, policy, practice or program of Company at subsequent to the
Date of termination shall be payable in accordance with such plan,
policy, practice or program except as explicitly modified by this
Agreement.

6.   Successors.

     a.   This Agreement is personal to Melton and without the prior
written consent of the Company shall not be assignable by Melton
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Melton's
legal representatives.

     b.   Subject to the limitations of Section 3c, this Agreement
shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

     c.   Subject to the limitations of Section 3c, the Company will
use its best efforts to require any successor (whether direct or
indirect, by purchase, merger, consolidation or 
<PAGE>
otherwise) to all or substantially all of the business and/or assets
of the Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used
in this Agreement, "Company" shall mean Friede Goldman International
Inc. and any successor to its business and/or assets as aforesaid
which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

7.   Miscellaneous.

     a.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi, without
reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.

     b.   All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or be
registered or certified nail, return receipt requested, postage
prepaid, addressed as follows:

     If to Melton:

     Jobie T. Melton, Jr.
     2436 Massena Dr.
     Jackson, MS 39211

     If to the Company:

     Friede Goldman International Inc.
     525 East Capitol St.
     Suite 402
     Jackson, MS 39201

or to such other address as either party shall have furnished to the
other in writing in accordance herewith. Notice and communications
shall be effective when actually received by the addressee.

     c.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

     d.   Melton's or the Company's failure to insist upon strict
compliance with any provision hereof shall not be deemed to be a
waiver of such provision or any other provision thereof.
<PAGE>
     e.   This Agreement contains the entire understanding of Company
and Melton with respect to the subject matter hereof. From and after
the Effective Date, this Agreement shall supersede all prior
agreements in all respects.

     IN WITNESS WHEREOF, Melton has hereunto set his hand and the
Company has caused these presents to be executed in their names on
their behalf, all as of the day and year first above written.


                              /s/ JOBIE T. MELTON, JR.
                              Jobie T. Melton, Jr.

                              FRIEDE GOLDMAN INTERNATIONAL, INC.

                              By: /s/

                              Its: President

Attest:/s/