FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Fifth
Amendment"), dated as of the 14th day of August, 1998, is made by and
among HAM MARINE, INC., a Mississippi corporation, as borrower
("Borrower"), FRIEDE GOLDMAN INTERNATIONAL, INC. ("FGI"), a Delaware
corporation, and FRIEDE & GOLDMAN, LTD. ("F&G"), a Mississippi
corporation, as guarantors (FGI and F&G are sometimes hereinafter
referred to collectively as the "Guarantors"), and BANK ONE,
LOUISIANA, NATIONAL ASSOCIATION, a national banking association
("Bank"). 

                            WITNESSETH: 

WHEREAS, Borrower, F&G, J.L. Holloway, Carl Crawford and Bank entered
into that certain Revolving Credit Agreement (the "Original Credit
Agreement") dated as of March 20, 1997, pursuant to which Borrower
agreed to borrow, and Bank agreed to lend, up to the aggregate
principal amount of $10,000,000 (the "Original Loan"); 

WHEREAS, Borrower, F&G, J.L. Holloway, Carl Crawford and Bank entered
into that certain Temporary Waiver and First Amendment to the
Revolving Credit Agreement (the "First Amendment") dated March 31,
1997, pursuant to which certain covenants contained in the Original
Credit Agreement were temporarily waived and the Original Credit
Agreement was amended; 

WHEREAS, Borrower, the Guarantors and Bank entered into that certain
Second Amendment to the Revolving Credit Agreement (the "Second
Amendment"); together with the Original Credit Agreement and the First
Amendment, collectively hereinafter referred to as the "Credit
Agreement") dated effective as of September 26, 1997, pursuant to
which (I) the Original Credit Agreement, as amended by the First
Amendment, was further amended, (ii) J.L. Holloway and Carl Crawford
were released as guarantors of Borrower's obligations to Bank, and
(iii) FGI was added as a guarantor of Borrower's obligations to Bank; 

WHEREAS, Borrower, the Guarantors and Bank entered into that certain
Third Amendment to Revolving Credit Agreement (the "Third Amendment");
together with the Original Credit Agreement, the First Amendment and
the Second Amendment, collectively hereinafter referred to as the
"Credit Agreement"), dated as if October 29, 1997, pursuant to which
the Original Credit Agreement, as amended by the First Amendment and
the Second Amendment, was further amended; 

WHEREAS, Borrower, the Guarantors and Bank entered into that certain
Fourth Amendment to Revolving Credit Agreement (the "Fourth
Amendment"); together with the Original Credit Agreement, the First
Amendment, Second Amendment and the Third Amendment, collectively
hereinafter referred to as the "Credit Agreement"), dated as if March
20, 1998, pursuant to which the Original Credit Agreement, as amended
by the First Amendment, Second Amendment and the Third Amendment, was
further amended; and 
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WHEREAS, Borrower, the Guarantors and Bank desire to amend further the
Credit Agreement as hereinafter set forth. 

NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and premises contained herein, together with other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto have agreed and do hereby
agree as follows: 

     1. Capitalized terms used in the Fifth Amendment shall have the
     meanings assigned to them in the Credit Agreement, as amended by
     this Fifth Amendment. 

     2. Based upon information supplied by FGI to Bank, as of July 5,
     1998, FGI was in violation of Section 6.1 (b) and (d) of the
     Credit Agreement. Bank hereby waives compliance by FGI with
     Section 6.1 (b) and (d) through the date of this Fifth Amendment. 

     3. Section 1. 1 of the Credit Agreement is hereby amended by
     amending and restating the following definitions in their
     entirety: 

          "Commitment" shall mean the obligation of Bank to make Loans
          to Borrower pursuant to Section 2.1 in an aggregate
          principal amount not to exceed the lesser of $25,000,000 or
          the Borrowing Base at any time during the Commitment Period. 

          "Line of Credit" shall mean the aggregate revolving credit
          line extended by Bank to Borrower for Loans pursuant to and
          in accordance with the terms of this Agreement, in the
          amount of $25,000,000. 

          "Termination Date" shall mean October 31, 1998. 

     4. It is further understood and agreed by and among the parties
     hereto that all terms and conditions of the Credit Agreement and
     the other Loan Documents, except as modified herein or by any
     amendments to such other Loan Documents, shall remain in full
     force and effect. 

     5. This Fifth Amendment may be executed in multiple counterparts,
     each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument. 

       [THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Amendment to be duly executed as of the day and year first above
written. 

BORROWER: 

     HAM MARINE, INC. 


     By:/s/ RONALD W. SCHNOOR
     Name: Ronald W. Schnoor
     Title: President

GUARANTORS: 

     FRIEDE GOLDMAN INTERNATIONAL, INC. 


     By: /s/ JAMES A. LOWE III
     Name: James A. Lowe III
     Title: Secretary

     FRIEDE & GOLDMAN, LTD. 


     By: /s/ J. L. HOLLOWAY
     Name: J. L. Holloway
     Title: Chairman of the Board

BANK: 

     BANK ONE, LOUISIANA, NATIONAL ASSOCIATION


     By: /s/ LYNN S. RICHARD
     Name: Lynn S. Richard - Vice President
     Title: Vice President

Name: L S. Richard - Vice President
Title: Vice President