<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

           [_] 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: 0-22595

                          FRIEDE GOLDMAN HALTER, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         MISSISSIPPI                                       72-1362492
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

          13085 SEAWAY ROAD                                    39503
        GULFPORT, MISSISSIPPI                                (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (228) 896-0029
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: COMMON STOCK, $.01,
                                   PAR VALUE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

  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 period 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. [_]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 under the Securities Exchange Act of 1934) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes. [X]   No. [_]

  As of March 19, 2001 there were 48,708,979 shares of Common Stock, $.01 par
value, of Friede Goldman Halter, Inc. issued and outstanding, 37,204,627 of
which shares having an aggregate market value of approximately $102.7 million,
were held by non-affiliates of the registrant (affiliates being, for these
purposes only, directors, executive officers and holders of more than 5% of the
registrant's Common Stock).

                      DOCUMENTS INCORPORATED BY REFERENCE

None.
<PAGE>

                               TABLE OF CONTENTS


Explanatory Statement                                                         3

                                   PART III
Item 10. Directors and Executive Officers of the Registrant                   3
Item 11. Executive Compensation                                               5
Item 12. Security Ownership of Certain Beneficial Owners and Management      10
Item 13. Certain Relationships and Related Transactions                      11

Exhibit Index                                                                14

                                       2
<PAGE>

                                   PART III

Explanatory Statement

   Friede Goldman Halter, Inc. (the "Company") previously timely filed its
Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and
indicated on the cover page thereof that portions of the Company's proxy to be
filed within 120 days of the Company's fiscal year end were incorporated into to
Part III thereof.  However, as a result of the Company's filing on April 19,
2001 of a voluntary petition for reorganization under Chapter 11 of the United
States Bankruptcy Code, the Company has cancelled its annual meeting until such
future time as may be appropriate and does not plan to distribute a proxy
statement to shareholders at this time. In addition, the Company filed a
Notification of Late Filing on Form 12b-25 on May 1, 2001 in order to complete
the preparation and filing of this Form 10-K/A without unreasonable effort and
expense. Accordingly, pursuant to General Instruction G(3) of Form 10-K, the
Company is filing in this Form 10-K/A the information required by Part III of
Form 10-K.


ITEM 10.   DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The following individuals were elected at the annual meeting of shareholders
held on May 16, 2000 to serve as directors of the Company until the annual
meeting of stockholders in the year 2001 and until their respective successors
are duly elected and qualified.  As a result of the cancellation of  such annual
meeting until such future time as may be appropriate, no election of directors
of the Company will occur at this time.


INFORMATION ABOUT THE DIRECTORS

  ALAN A. BAKER, age 69. Director since 1997. Mr. Baker is the retired Chairman
of Halliburton Energy Services, a position he held from 1992 to 1995. He also
served as the Chief Executive Officer of Halliburton Energy Services Group from
1992 to 1993. Mr. Baker has served as a consultant to Halliburton Company, a
director of Noble Affiliates, Inc., a worldwide oil and gas exploration and
production company, Crestar Energy, an oil and gas exploration and production
company and Nova Technology, a deepwater oil and gas service company.

  T. JAY COLLINS, age 54. Director since 1997. He is currently the President of
Oceaneering International, Inc., a position he has held since November 1998.
From May 1995 to November 1998, he served as Executive Vice President of
Oilfield Marine Service at Oceaneering International, Inc. From 1993 to 1996,
Mr. Collins served as Senior Vice President and Chief Financial Officer of
Oceaneering International, Inc. Prior to joining Oceaneering International,
Inc., Mr. Collins spent six years at Teleco Oilfield Services, Inc., most
recently as Executive Vice President, Finance and Administration. Mr. Collins
received a B.A. and M.E. from Rice University and an M.B.A. from Harvard
University.

  ANGUS R. COOPER, II, age 58. Director since November 3, 1999. Mr. Cooper
served as a Director of Halter Marine Group, Inc. from April 1997 through the
time of the merger. Mr. Cooper is Chairman of the Board and Chief Executive
Officer of Cooper/T. Smith Corporation, a shipping service company headquartered
in Mobile, Alabama which operates in 30 ports on the East, Gulf and West Coasts
of the United States, plus operations in Brazil, Colombia, Mexico and Venezuela.
He currently serves on the Board of Directors of the Coast Guard Foundation,
World Business Council and Executive Hall of Fame.

  BARRY J. GALT, age 67. Director since November 3, 1999. Mr. Galt was a
director of Halter Marine Group, Inc. since November 1997. Mr. Galt is a
director, and prior to his retirement on March 30, 1999, served since 1983 as
Chairman and Chief Executive Officer of Ocean Energy,

                                       3
<PAGE>

Inc., formerly named Seagull Energy Corporation, a diversified energy company
engaged in oil and gas exploration and development. He is also a director of
Trinity Industries, Inc., a director of StanCorp Financial Corp., Inc., an
insurance company, and a Houston area advisory director of Chase Bank of Texas.

  JEROME L. GOLDMAN age 76. Director since 1997. Mr. Goldman is currently the
Chairman and sole owner of J. L. Goldman Associates, Inc., naval architects and
marine engineers. Mr. Goldman previously served as Chairman of Friede & Goldman,
Ltd. since co-founding the Company in 1949.

  J.L. HOLLOWAY, age 56. Chairman of the Board of Directors since April 1997.
Mr. Holloway  served as the  Chief Executive Officer and President of Friede
Goldman Offshore, Inc. (formerly HAM Marine, Inc.) from its formation in 1982
until April 1997. Mr. Holloway serves as a director of the Delta Health Group, a
company that operates and manages health care facilities in the South and as
President of State Street Properties, Inc., a commercial real estate development
firm headquartered in Mississippi.

  GARY L. KOTT, age 59. Director since March 1999. Mr. Kott has served has a
consultant in the private sector since July 1998. From April 1997 through June
1998, Mr. Kott served as Senior Vice President and Chief Financial Officer of
Global Marine, Inc. From October 1979 through April 1997, Mr. Kott served as
President and Chief Operating Officer of Global Marine Drilling Company, the
principal operating subsidiary of Global Marine, Inc. Mr. Kott also is a
director of Tesco Corporation, a drilling technology company based in Calgary,
Canada, NS Group, Inc., a manufacturer of oilfield tubulars, and is an advisory
director of Moncrief Willingham Energy Advisors, a partnership which manages
investments in the energy sector.

  RAYMOND E. MABUS, age 52. Director since 1997. Mr. Mabus has served as
President of Frontline Global Resources since October 1998 and as Of Counsel to
the law firm of Baker, Donelson, Bearman & Caldwell since October 1996. From
July 1994 through May 1996, Mr. Mabus served as Ambassador to the Kingdom of
Saudi Arabia. From February 1992 through June 1994, Mr. Mabus served as Chairman
of the Committee on the Future of the South and as a consultant in the private
sector. From January 1988 through January 1992, Mr. Mabus served as Governor of
the State of Mississippi. Mr. Mabus also serves as a director of the Kroll-
O'Gara Company, a publicly-traded risk mitigation company and Foamex, Inc, a
publicly traded maker of foam.

  See also "Executive Officers of the Registrant" included in form 10-K filed
on April 2, 2000.


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

  Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent (10%) of
the Company's Common Stock to file initial reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). These reports are
also filed with the New York Stock Exchange and a copy of each report is
required to be furnished to the Company.

  Additionally, SEC regulations require that the Company identify any
individuals for whom one of the referenced reports was not filed on a timely
basis during the most recent fiscal year. To the Company's knowledge, based
solely on review of reports furnished to it and written representations that no
other reports were required during and with respect to the year ended December
31, 2000, each individual who was required to file such reports during the year
complied with the applicable filing requirements, except a certain untimely
filing by Mr. Baker (one form 4 involving one transaction).

                                       4
<PAGE>

ITEM 11.   EXECUTIVE COMPENSATION

 Cash Compensation

  The following table sets forth certain summary information for the prior three
years concerning the compensation earned by the Company's President and Chief
Executive Officer (Mr. Alford), and the four other most highly compensated
executive officers who earned in excess of $100,000 in 2000 (Messrs. Holloway,
Schnoor, Juelich, McCreary and Rees). No information is included for one
executive officer who joined the Company on November 13, 2000 and resigned on
May 1, 2001 because he did not earn in excess of $100,000 from that date through
the end of the year.

                          SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                           Long -
                                                                                           Term
                                                                                          Compen-
                                                                                           sation
                                                                                          _______
                                                           Annual Compensation             Stock            All
                                                                                           Option          Other
Name and                                                                                   Awards          Compen-
Principal Position                         Year           Salary           Bonus(1)       (Shares)         sation(2)
<S>                                  <C>             <C>             <C>                <C>            <C>
John F. Alford--President and              2000           $399,449              --           250,000        $48,770
 Chief Executive Officer                   1999           $258,031              --           515,000        $   534
                                           1998           $147,916        $120,000            70,000        $2 ,728

J.L. Holloway-Chairman and Former          2000(3)        $343,785              --                --        $37,701
 Chief Executive Officer                   1999           $496,567              --         1,090,000             --
                                           1998           $350,000        $500,000                --        $ 2,728

Ronald W. Schnoor--Group                   2000           $255,626              --                --        $ 7,665
 President - Offshore                      1999           $255,002              --            25,000        $   534
                                           1998           $162,500        $160,000                --             --

Richard J.  Juelich - Group                2000           $252,915              --                --        $20,667
 President - Engineered Products           1999           $ 42,152              --            50,000        $ 3,749
 Group                                     1998                 --              --                --             --
</TABLE>

                                       5
<PAGE>

                   Summary Compensation Table - (Continued)
<TABLE>
<CAPTION>
                                                                                           Long -
                                                                                           Term
                                                                                          Compen-
                                                                                           sation
                                                                                          _______
                                                         Annual Compensation               Stock            All
                                                         -------------------               Option          Other
Name and                                                                                   Awards          Compen-
Principal Position                        Year         Salary           Bonus(1)         (Shares)         sation(2)
------------------                        ----         ------           --------         --------         ---------
<S>                                  <C>          <C>             <C>                <C>            <C>
Richard T. McCreary - Group                2000        $190,000              --            10,000       $ 15,750
 President - Vessels                       1999        $ 31,667        $ 20,000            50,000       $  2,307
                                           1998              --              --                --             --
</TABLE>

(1)  Includes bonuses of $500,000, $120,000, and $160,000 earned in 1998 but
     paid to Messrs. Holloway, Alford, and Schnoor, respectively, in 1999. Also
     includes bonus of $134,925 earned in 1999 but paid to Mr. Rees in 2000.
(2)  All Other Compensation consists principally of the Company's matching
     contributions to 401(k) Retirement Plan accounts, term life insurance
     premiums paid by the Company and automobile allowances.
(3)  Mr. Holloway resigned as Chief Executive Officer effective August 7, 2000
     but remains as Chairman of the Board of Directors. Prior to his resignation
     as Chief Executive Officer Mr. Holloway's annual compensation was $500,000.
     Effective with his resignation as Chief Executive Officer, Mr. Holloway's
     annual compensation was reduced to $250,000.


INCENTIVE AND OTHER EMPLOYEE BENEFIT PLANS

 Stock Options

  The following table contains information concerning the grant of stock options
with respect to fiscal 2000 for each of the executives named in the Summary
Compensation Table.

                                       6
<PAGE>

<TABLE>
<CAPTION>

                                                 OPTION GRANTS IN LAST FISCAL YEAR





                                                                                        Potential Realizable
                                                                                              Value
                           Individual Grants                                              at Assumed Annual
                       -----------------------------                                    Rates of  Stock Price
                                            Percent                                        Appreciation For
                                              Of                                              Option Term
                                             Total                                    ----------------------------
                                            Options
                                            Granted
                                        To Employees       Exercise or     Expir-       At 5%              At 10%
                         Options            During          Base Price     ation        Annual             Annual
     Name                Granted             Year             ($/Sh)       Date         Growth             Growth
     ----                -------         -----------       -----------     ------       ------             ------
<S>                      <C>            <C>                <C>             <C>          <C>                <C>
John F. Alford                250,000        32.5%            $6.50       8/07/10        $1,021,954        $2,589,831
Richard T. McCreary            10,000         1.3%            $6.31       3/28/10        $   39,702        $  100,613
</TABLE>

  The following table sets forth information concerning each exercise of stock
options by each of the named executive officers during the most recently
completed fiscal year and the number of exercisable and unexercisable stock
options held by them and the fiscal year-end value of the exercisable and
unexercisable options.

<TABLE>
<CAPTION>

                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR -END OPTION VALUES

                                                                                              Value of
                                                                    Number of                Unexercised
                                                                   Unexercised              in-the-Money
                                                                   Options at                Options at
                                                                     Fiscal                    Fiscal
                                    Shares                          Year-End                 Year-End (2)
                                   Acquired                      -------------              ---------------
                                      On          Value           Exercisable/              Exercisable/
   Name                            Exercise      Realized         Unexercisable             Unexercisable
   ----                            --------      --------         -------------             ---------------
<S>                             <C>              <C>              <C>                     <C>
John F. Alford                         -                -         435,000                         $0
                                                                  400,000                         $0

J.L. Holloway                          -                -         596,667                         $0
                                                                  493,333                         $0

Ronald W. Schnoor                      -                -           8,333                         $0
                                                                   16,667                         $0

Richard  J. Juelich                    -                -          16,667                         $0
                                                                   33,333                         $0
Richard T. McCreary                    -                -          16,667                         $0
                                                                   43,333                         $0
</TABLE>

                                       7
<PAGE>

 Employment Agreements

  J. L. Holloway. Mr. Holloway's employment agreement, as amended on August 7,
2000, has a two year term ending August 7, 2002. The employment agreement
provides for an annual base salary of at least $250,000, subject to increases at
the discretion of the board of directors. The employment agreement provides that
Mr. Holloway will participate in Friede Goldman Halter's annual bonus plan and
will be eligible to earn an annual bonus in an amount up to twice his annual
base salary (as determined by the compensation committee of the board of
directors of Friede Goldman Halter). The agreement also provides that during the
term of the employment agreement, Friede Goldman Halter will contribute an
amount equal to 10% of his base salary and his annual bonus to a deferred
compensation plan. Mr. Holloway also received options to purchase 325,000 shares
of the Company's common stock which options shall vest ratably over the next
four years.  In addition, Mr. Holloway will be eligible to receive incentive
compensation awards on a year-to-year basis.

  Mr. Holloway's employment agreement may be terminated at any time by
resignation or by  termination by Friede Goldman Halter.  Whether voluntary or
involuntary termination or resignation, Mr. Holloway would be entitled to the
following severance benefits: (i) his base salary that was earned but unpaid as
of the date of termination; (ii) his annual bonus for the fiscal years ended
prior to the year of termination or resignation that was earned but unpaid as of
the date of termination; (iii) accelerated vesting or the lapse of all
restrictions on any compensation previously deferred on the behalf of Mr.
Holloway and the payment of a lump sum amount equal to the value of the deferred
compensation; (iv) continued participation in Friede Goldman Halter's health and
welfare benefit plans for a period commencing on the date of his termination and
ending on the third anniversary of the date of his termination; provided that
any benefits received under the Friede Goldman Halter health and welfare plans
will be reduced to the extent comparable benefits are received by him from other
sources; and (v) accelerated vesting of outstanding stock options granted under
the employment agreement which are not yet vested on the date of termination.

  Under his employment agreement, Mr. Holloway has non-solicitation and non-
competition obligations toward Friede Goldman Halter for a period of one year
following any termination of his employment.

  The employment agreement also provides that in the event any payments received
by Mr. Holloway under the employment agreement or under any other plan of Friede
Goldman Halter should be subject to any excise tax imposed under Section 4999 of
the Internal Revenue Code of 1986 or any other similar tax or assessment, Friede
Goldman Halter will pay Mr. Holloway the amount necessary to fully reimburse him
for these excise taxes or assessments.

  John F. Alford.  Mr. Alford's employment agreement, as amended on August 7,
2000, has a three-year term ending August 7, 2003 and is subject to automatic
annual renewal beginning on the second anniversary of the effective date of the
agreement; provided that either Friede Goldman Halter or Mr. Alford, as the case
may be, may elect to terminate the agreement by providing the other party with
at least 90 days' written notice prior to any year, beginning with the second
anniversary of the effective date of the agreement.

  Mr. Alford will receive an annual base salary of at least $500,000 and will be
eligible to participate in the annual bonus plan and earn an annual bonus in an
amount up to 150% of his annual base salary (as determined by the compensation
committee of the board of directors of Friede Goldman Halter). Mr. Alford also
received options to purchase 250,000 shares of the Company's common stock,
100,000 of which vested immediately with the remaining 150,000 options vesting
ratably over the next three years.  In addition, Mr. Alford will be eligible to
receive incentive compensation awards on a year-to-year basis.

                                       8
<PAGE>

  The failure of Friede Goldman Halter to extend the term of Mr. Alford's
employment agreement will result in a severance payment. If Mr. Alford's
employment is terminated by Friede Goldman Halter without "cause" or Mr. Alford
resigns for "good reason," Mr. Alford will be entitled to the same severance
benefits as provided to Mr. Holloway; provided, however, that Mr. Alford will be
entitled to a lump sum cash payment of $750,000 and an additional lump sum
payment of up to $750,000 based on the fair market value of his options at the
date his employment terminates.

  For purposes of determining "good reason" in Mr. Alford's employment
agreement, "good reason" generally consists of: (i) a material breach by Friede
Goldman Halter of the employment agreement; (ii) a diminution of his
responsibilities or title; (iii) a reduction in his base salary, annual bonus
opportunity, welfare plan benefits, fringe benefits or incentive plan benefits;
(iv) the failure of Friede Goldman Halter to pay any compensation to him when
due; (v) a substantial increase in his travel obligations; (vi) a relocation of
his workplace without accommodation by Friede Goldman Halter; (vi) failure by
Friede Goldman Halter to obtain a satisfactory agreement from a successor
company to assume the obligations under his employment agreements; and (vii)
termination of his employment without providing a notice of non-renewal of the
employment agreement.

  Under his employment agreement, Mr. Alford has non-solicitation and non-
competition obligations toward Friede Goldman Halter for a period of two years
following the effective date of the merger.

  The employment agreement for Mr. Alford also provides that in the event any
payments received by him under his employment agreement or under any other plan
of Friede Goldman Halter should be subject to any excise tax imposed under
Section 4999 of the Internal Revenue Code of 1986 or any other similar tax or
assessment, Friede Goldman Halter will pay Mr. Alford  the amount necessary to
fully reimburse him for these excise taxes or assessments.

  Ronald W. Schnoor. Mr. Schnoor's employment agreement has a term of three
years provided that on the second anniversary of the completion of the merger
and on each anniversary of this date, the term of the agreement will be
automatically extended for one year. Either Friede Goldman Halter or Mr. Schnoor
may elect to terminate the agreement by providing the other party with at least
six months' written notice prior to each anniversary of the completion of the
merger.

  The employment agreement provides for an annual base salary of $256,000,
subject to increases in the discretion of the compensation committee. Mr.
Schnoor's employment agreement may be terminated at any time by Friede Goldman
Halter for "cause" ten days after written notice is provided to Mr. Schnoor.
Upon termination, Mr. Schnoor will not be entitled to severance compensation.
"Cause" is defined to include a material and irreparable breach of the
agreement, gross negligence or a willful failure by Mr. Schnoor in performing
his material duties under the employment agreement, acts of dishonesty or
misconduct which have an adverse effect on Friede Goldman Halter, a conviction
of or plea of nolo contendere to a felony crime involving moral turpitude, or
chronic alcohol abuse or illegal drug abuse.

  If Mr. Schnoor's employment is terminated by Friede Goldman Halter without
"cause" or he resigns for "good reason" (as defined below), he will be entitled
to receive a lump-sum payment equal to one year's base salary at the rate in
effect at that time. If Mr. Schnoor resigns his employment without "good
reason," he will receive no severance compensation. Upon termination for any
reason, Mr. Schnoor will be entitled to receive all compensation earned and all
vested benefits and reimbursements through the effective date of his
termination.

  "Good Reason" is defined in Mr. Schnoor's employment agreement to consist of a
material breach by Friede Goldman Halter of the employment agreement occurring
during the 30-day period preceding the date written notice of termination for
good reason is provided to Friede

                                       9
<PAGE>

Goldman Halter which is not remedied by Friede Goldman Halter within 30 days
after receipt of the notice.

  Under his employment agreement, Mr. Schnoor has non-solicitation and non-
competition obligations toward Friede Goldman Halter for a period of one year
following any termination of his employment.

 Change in Control Agreements

  Prior to its merger with and into the Company, Halter Marine Group, Inc. (HMG)
entered into two Executive Severance Agreements (the "Change in Control
Agreements") with certain of its officers ("the former HMG officers"), who are
now officers of the Company, which provides certain severance benefits in the
event of a change in control (as defined in the Change in Control Agreements) of
HMG. As a result of the merger, the Company absolutely and unconditionally
assumed, and is obligated under, each of the Change in Control Agreements. In
connection with the merger, a change in control of HMG (as defined in the Change
in Control Agreements) occurred. In the event of termination of employment of an
affected former HMG officer by the Company, other than as a result of the
officer's death, disability, or retirement, or for cause (as defined in the
Change in Control Agreements), or if the officer terminates his employment for
good reason (as defined in the Change in Control Agreements), the Company is
obligated to pay the officer a lump sum equal to 2.99 times the amount of the
officer's base salary and bonus paid to the officer during the twelve (12)
months prior to the termination or, if higher, prior to the change in control.
The severance benefits provided by the Change in Control Agreements also include
the obligation to provide certain fringe benefits that the officer would have
been entitled to if the officer had remained employed by the Company and certain
other supplemental benefits. The Change in Control Agreements further provide
that, if any payment to which an officer is entitled would be subject to excise
tax imposed by Section 4999 of the Internal Revenue Code, then the Company will
pay to the officer an additional amount so that the net amount retained by the
officer is equal to the amount that otherwise would have been payable to the
officer if no such excise tax had been imposed.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  The following table shows the number of shares of Common Stock beneficially
owned by each director; by the Company's Chief Executive Officer; by each
executive officer of the Company named in the "Summary Compensation Table" set
forth below under "Executive Compensation and Other Matters"; by all directors
and executive officers (13 persons) as a group; and by such persons known to the
Company to own beneficially more than five (5%) of the outstanding Common Stock
of the Company.

                                       10
<PAGE>

  The information set forth in the following table, except where indicated, is
as of the Record Date and, is based upon information supplied or confirmed by
the named individuals:

<TABLE>
<CAPTION>
                                                                          NUMBER OF SHARES          PERCENT
                                                                            BENEFICIALLY              OF
                               NAME                                          OWNED  (1)              CLASS
                               ----                                       ----------------          --------
<S>                                                                  <C>                          <C>
J.L. Holloway.....................................................          8,852,805    (3)         18.2%
Alan A. Baker.....................................................             12,667    (3)         *
T. J. Collins.....................................................             13,667    (3)         *
Angus R. Cooper II................................................             48,363    (3)         *
Barry J. Galt.....................................................              8,667    (3)         *
Jerome L. Goldman.................................................            110,669    (3)         *
Gary L. Kott......................................................              6,000    (3)         *
Raymond E. Mabus..................................................             10,667    (3)         *
John F. Alford....................................................            532,050    (3)          1.1%
Richard J. Juelich................................................            103,068    (3)         *
Richard T. McCreary...............................................             20,361    (2)(3)      *
Ronald W. Schnoor.................................................            601,929    (3)          1.2%
Directors and Executive Officers as a Group.......................         10,320,913    (2)(3)      21.2%
</TABLE>

*  Less than one percent (1%).

(1)  Unless otherwise noted, all shares are owned directly and the owner has the
     right to vote the shares.
(2)  Includes shares held beneficially under the Company's 401(k) plan as of
     February 2, 2001 by Mr. McCreary (361) shares and Directors and Executive
     Officers as a Group (361 shares).
(3)  Includes shares which the individual has the right to acquire within sixty
     (60) days of April 9, 2001 pursuant to exercise of options granted under
     the Stock Option Plan for Mr. Holloway (626,667 shares), Mr. Baker (9,667
     shares), Mr. Collins (9,667 shares), Mr. Cooper (3,333 shares), Mr. Galt
     (3,333 shares), Mr. Goldman (10,667 shares), Mr. Kott (4,000 shares), Mr.
     Mabus (10,667 shares), Mr. Alford (440,000 shares), Mr. Schnoor (16,667
     shares), Mr. McCreary (20,000 shares), Mr. Juelich (16,667 shares) and
     Directors and Executive Officers as a Group (1,171,335 shares).


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 With T. Jay Collins

  Mr. Collins, a director of the Company, serves as President of Oceaneering
International, Inc. (OII), a company which, from time to time, contracts with
the Company in the ordinary course of each company's business. In November 1999,
the Company acquired a jack-up barge, the Zeus, from OII in consideration of
90,000 shares of the common stock of the Company. During 1999, OII contracted
with a subsidiary of the Company for the refurbishment and upgrade of a mobile
offshore drilling unit (MODU), the Marine 7. Payments to the subsidiary of the
Company under the contract will exceed $30.2 million.

 With J.L. Holloway

  In December 1998, the Company entered into an agreement with a company owned
by Mr. Holloway pursuant to which the Company agreed to lease a British
Aerospace corporate jet  from such company for a monthly payment of $85,000. In
June 2000, the Company terminated its lease of the corporate jet and began
leasing a King Air airplane from Mr. Holloway's company, thereby decreasing the
monthly payments to $38,000.  Under the terms of the agreements, the Company
agreed to maintain the aircraft in good working condition, to pay all operating
expenses related to

                                       11
<PAGE>

the aircraft and to maintain insurance on the aircraft. The Company believes
that the terms of such agreements are no less favorable than the Company could
have received from an unrelated party. This lease was cancelled in March 2001.

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<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on May 15, 2001.


                                  FRIEDE GOLDMAN HALTER, INC.


                                  By:  /s/         JOHN F. ALFORD
                                      ----------------------------------------
                                                   John F. Alford
                                        President and Chief Executive Officer

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf of the registrant
and in the capacities indicated on May  15, 2001.


    SIGNATURE                                  TITLE
    ---------                                  -----

/s/  JOHN F. ALFORD
________________________          President and Chief Executive Officer
John F. Alford

/s/  JOHN J. SIBEN, II
_________________________         Vice President and Chief Accounting Officer
John J. Siben, II

/s/  J.L. HOLLOWAY
________________________          Chairman of the Board
J.L. Holloway

/s/  ALAN A. BAKER
________________________          Director
Alan A. Baker

/s/  T. JAY COLLINS
________________________          Director
T. Jay Collins

/s/  ANGUS R. COOPER II
________________________          Director
Angus R. Cooper II

/s/  BARRY J. GALT
________________________          Director
Barry J. Galt

/s/  JEROME L. GOLDMAN
________________________          Director
Jerome L. Goldman

/s/  GARY L. KOTT
________________________          Director
Gary L. Kott

/s/  RAYMOND E. MABUS
________________________          Director
Raymond E. Mabus

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<PAGE>

                                 EXHIBIT INDEX
                                 -------------

None.

                                       14