ARTICLES OF AMENDMENT to the 
                                
                  ARTICLES OF INCORPORATION of
                                
               FRIEDE GOLDMAN INTERNATIONAL INC.
                                
                 setting forth the terms of its
                                
         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                
     (Pursuant to Section 79-4-6.02(d) of the Mississippi 
                   Business Corporation Act)




     In  accordance with the provisions of Section 79-4-6.02(d)
of the Mississippi Business Corporation Act (the "MBCA"), Friede
Goldman International Inc., a Mississippi corporation (the
"Corporation"), hereby amends the Corporation's Articles of
Incorporation (the "Articles of Incorporation") to set forth the
terms of the Corporation's Series A Junior Participating
Preferred Stock:

     WHEREAS, pursuant to the Corporation's Articles of
Incorporation, as amended to date, the Corporation is authorized
to issue up to 5,000,000 shares of preferred stock, par value
$0.01 per share (the "Preferred Stock") from time to time, of
which no shares are currently outstanding; and

     WHEREAS, pursuant to the authority vested in the Board of
Directors of the Corporation  (the "Board of Directors" or the
"Board") in accordance with Section 79-4-6.02(d) of the MBCA and
the Corporation's Articles of Incorporation, the Board of
Directors is authorized to amend the Corporation's Articles of
Incorporation to designate the number of shares of Preferred
Stock to be issued, in one or more series, and to set forth the
powers, designations, preferences and relative, participating,
optional or other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof.

     FIRST: The name of the corporation is Friede Goldman
International Inc. 

     SECOND: Article FOURTH of the Corporation's Articles of
Incorporation is hereby amended and restated to read in its
entirety as follows:


          FOURTH: The total number of shares of all classes of
     capital stock which the Corporation shall have the authority
     to issue is 130,000,000, of which 5,000,000 shares shall be
     Preferred Stock, par value $0.01 per share, and 125,000,000
     shares shall be Common Stock, par value $0.01 per share.
<PAGE>


     A.   Series A Junior Participating Preferred Stock.
     (i)  Designation and Amount.  The shares of such series
     shall be designated as "Series A Junior Participating
     Preferred Stock" (the "Series A Preferred Stock") and the
     number of shares constituting the Series A Preferred Stock
     shall be 50,000. 

     (ii) Dividends and Distributions.

          (a)  Subject to the rights of the holders of any shares
     of any series of Preferred Stock of the Corporation (the
     "Preferred Stock") (or any similar stock) ranking prior and
     superior to the Series A Preferred Stock with respect to
     dividends, the holders of shares of Series A Preferred
     Stock, in preference to the holders of Common Stock, par
     value $0.01 per share, of the Corporation (the "Common
     Stock") and of any other stock of the Corporation ranking
     junior to the Series A Preferred Stock, shall be entitled to
     receive, when, as and if declared by the Board of Directors
     out of funds legally available therefor, quarterly dividends
     payable in cash on the last day of January, April, July, and
     October in each year (each such date being referred to
     herein as a "Dividend Payment Date"),  commencing on the
     first Dividend Payment Date after the first issuance of a
     share or fraction of a share of Series A Preferred Stock, in
     an amount per share (rounded to the nearest cent) equal to
     the greater of (1) $10.00 and (2) subject to the provision
     for adjustment hereinafter set forth, 1,000 times the
     aggregate per share amount of all cash dividends, and 1,000
     times the aggregate per share amount (payable in kind) of
     all non-cash dividends or other distributions other than a
     dividend payable in shares of Common Stock, declared on the
     Common Stock since the immediately preceding Dividend
     Payment Date or, with respect to the first Dividend Payment
     Date, since the first issuance of any share or fraction of a
     share of Series A Preferred Stock.  In the event that the
     Corporation shall at any time after December 21, 1998,
     declare or pay any dividend on the Common Stock payable in
     shares of Common Stock, or effect a subdivision or
     combination or consolidation of the outstanding shares of
     Common Stock (by reclassification or otherwise than by
     payment of a dividend in shares of Common Stock) into a
     greater or lesser number of shares of Common Stock, then in
     each such case the amount to which holders of shares of
     Series A Preferred Stock were entitled immediately prior to
     such event under clause (2) of the preceding sentence shall
     be adjusted by multiplying such amount by a fraction, the
     numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were
     outstanding immediately prior to such event. 

          (b)  The Corporation shall declare a dividend or
     distribution on the Series A  Preferred Stock as provided in
     paragraph (a) of this Section (ii) immediately after it
     declares a dividend or distribution on the Common Stock
     (other than a dividend payable in shares of Common Stock);
     provided that, in the event no dividend or distribution
     shall have been declared on the Common Stock during the
     period between any Dividend Payment Date and the next
     subsequent Dividend Payment Date, a dividend of $10.00 per
     share on the Series 

<PAGE>
     A Preferred Stock shall nevertheless be payable, when, as
     and if declared, on such subsequent Dividend Payment Date.

          (c)  Dividends shall begin to accrue and be cumulative,
     whether or not earned or declared, on outstanding shares of
     Series A Preferred Stock from the Dividend Payment Date next
     preceding the date of issue of such shares, unless the date
     of issue of such shares is prior to the record date for the
     first Dividend Payment Date, in which case dividends on such
     shares shall begin to accrue from the date of issue of such
     shares, or unless the date of issue is a Dividend Payment
     Date or is a date after the record date for the
     determination of holders of shares of Series A Preferred
     Stock entitled to receive a quarterly dividend and before
     such Dividend Payment Date, in either of which events such
     dividends shall begin to accrue and be cumulative from such
     Dividend Payment Date.  Accrued but unpaid dividends shall
     not bear interest.  Dividends paid on the shares of Series A
     Preferred Stock in an amount less than the total amount of
     such dividends at the time accrued and payable on such
     shares shall be allocated pro rata on a share-by-share basis
     among all such shares at the time outstanding.  The Board of
     Directors may fix a record date for the determination of
     holders of shares of Series A Preferred Stock entitled to
     receive payment of a dividend or distribution declared
     thereon, which record date shall be not more than 60 days
     prior to the date fixed for the payment thereof.

     (iii) Voting Rights.  The holders of shares of Series A
     Preferred Stock shall have the following voting rights:

          (a)  Subject to the provision for adjustment
     hereinafter set forth and except as otherwise provided
     elsewhere in the Articles of Incorporation or required by
     law, each share of Series A Preferred Stock shall entitle
     the holder thereof to 1,000 votes on all matters upon which
     the holders of the Common Stock of the Corporation are
     entitled to vote.  In the event the Corporation shall at any
     time after December 21, 1998 declare or pay any dividend on
     the Common Stock payable in shares of Common Stock, or
     effect a subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification or
     otherwise than by payment of a dividend in shares of Common
     Stock) into a greater or lesser number of shares of Common
     Stock, then in each such case the number of votes per share
     to which holders of shares of Series A Preferred Stock were
     entitled immediately prior to such event shall be adjusted
     by multiplying such number by a fraction, the numerator of
     which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          (b)  Except as otherwise provided in these Articles of
     Incorporation and except as otherwise required by law, the
     holders of shares of Series A Preferred Stock and the
     holders of shares of Common Stock and any other capital
     stock of the Corporation having general voting rights shall
     vote together as one class on all matters submitted to a
     vote of stockholders of the Corporation.
<PAGE>

          (c)  Except as set forth in these Articles of
     Incorporation, or as otherwise provided by law, holders of
     Series A Preferred Stock shall have no special voting rights
     and their consent shall not be required (except to the
     extent they are entitled to vote with holders of Common
     Stock as set forth herein) for taking any corporate action.

     (iv) Certain Restrictions.

          (a)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series A Preferred Stock as
     provided in Section (ii) of this Article FOURTH are in
     arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not earned or
     declared, on shares of Series A Preferred Stock outstanding
     shall have been paid in full, the Corporation shall not:

               (1)  declare or pay dividends, or make any other
     distributions, on any shares of stock ranking junior (as to
     dividends) to the Series A Preferred Stock;

               (2)  declare or pay dividends, or make any other
     distributions, on any shares of stock ranking on a parity
     (as to dividends) with the Series A Preferred Stock, except
     dividends paid ratably on the Series A Preferred Stock and
     all such parity stock on which dividends are payable or in
     arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled;

               (3)  redeem or purchase or otherwise acquire for
          consideration shares of  any stock ranking junior
          (either as to dividends or upon liquidation,
          dissolution or winding up) to the Series A Preferred
          Stock, provided that the Corporation may at any time
          redeem, purchase or otherwise acquire shares of any
          such junior stock in exchange for shares of any stock
          of the Corporation ranking junior (as to dividends and
          upon dissolution, liquidation or winding up) to the
          Series A Preferred Stock or rights, warrants or options
          to acquire such junior stock;

               (4)  redeem or purchase or otherwise acquire for
          consideration any shares of Series A Preferred Stock,
          or any shares of stock ranking on a parity (either as
          to dividends or upon liquidation, dissolution or
          winding up) with the Series A Preferred Stock, except
          in accordance with a purchase offer made in writing or
          by publication (as determined by the Board of
          Directors) to all holders of such shares upon such
          terms as the Board of Directors, after consideration of
          the respective annual dividend rates and other relative
          rights and preferences of the respective series and
          classes, shall determine in good faith will result in
          fair and equitable treatment among the respective
          series or classes.

          (b)  The Corporation shall not permit any subsidiary of
          the Corporation to purchase or otherwise acquire for
          consideration any shares of stock of the 
<PAGE>
          Corporation unless the Corporation could, under
          paragraph (a) of this Section (iv), purchase or
          otherwise acquire such shares at such time and in such
          manner.

     (v)  Reacquired Shares.  Any shares of Series A Preferred
     Stock purchased or otherwise  acquired by the Corporation in
     any manner whatsoever shall be retired and cancelled
     promptly after the acquisition thereof.  All such shares
     shall upon their retirement become authorized but unissued
     shares of Preferred Stock and may be reissued as part of a
     new series of Preferred Stock to be created by resolution or
     resolutions of the Board of Directors, subject to any
     conditions and restrictions on issuance set forth herein.

     (vi) Liquidation, Dissolution or Winding Up.  Upon any
     liquidation, dissolution or   winding up of the Corporation,
     no distribution shall be made (a) to the holders of the
     Common Stock or of shares of any other stock of the
     Corporation ranking junior, upon liquidation, dissolution or
     winding up, to the Series A Preferred Stock unless, prior
     thereto, the holders of shares of Series A Preferred Stock
     shall have received $10.00  per share, plus an amount equal
     to accrued and unpaid dividend distributions thereon,
     whether or not earned or declared, to the date of such
     payment, provided that the holders of shares of Series A
     Preferred Stock shall be entitled to receive an aggregate
     amount per share, subject to the provision for adjustment
     hereinafter set forth, equal to 1,000 times the aggregate
     amount to be distributed per share to holders of shares of
     Common Stock, or (b) to the holders of shares of stock
     ranking on a parity upon liquidation, dissolution or winding
     up with the Series A Preferred Stock, except distributions
     made ratably on the Series A Preferred Stock and all such
     parity stock in proportion to the total amounts to which the
     holders of all such shares are entitled upon such
     liquidation, dissolution or winding up.  In the event,
     however, that there are not sufficient assets available to
     permit payment in full of the Series A Preferred Stock
     liquidation preference and the liquidation  preferences of
     all other classes and series of stock of the Corporation, if
     any, that rank on a parity with the Series A Preferred Stock
     in respect thereof, then the assets available for such
     distribution shall be distributed ratably to the holders of
     the Series A Preferred Stock and the holders of such parity
     shares in the proportion to their respective liquidation
     preferences.  In the event the Corporation shall at any time
     after December 21, 1998 declare or pay any dividend on the
     Common Stock payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the
     outstanding shares of Common Stock (by reclassification or
     otherwise than by payment of a dividend in shares of Common
     Stock) into a greater or lesser number of shares of Common
     Stock, then in each such case the aggregate amount to which
     holders of shares of Series A Preferred Stock were entitled
     immediately prior to such event under the proviso in clause
     (a) of the preceding sentence shall be adjusted by
     multiplying such amount by a fraction, the numerator of
     which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately prior to such event.

     (vii) Consolidation, Merger, etc.  In the case the
     Corporation shall enter into any consolidation, merger,
     combination or other transaction in which the shares of
     Common 

<PAGE>
     Stock are converted into, exchanged for or changed into
     other stock or securities, cash and/or any property, then in
     any such case each share of Series A Preferred Stock shall
     at the same time be similarly converted into, exchanged for
     or changed into an amount per share (subject to the
     provision for adjustment hereinafter set forth) equal to
     1,000 times the aggregate amount of stock, securities, cash
     and/or any other property (payable in kind), as the case may
     be, into which or for which each share of Common Stock is
     converted, exchanged or converted.  In the event the
     Corporation shall at any time after December 21, 1998
     declare or pay any dividend on the Common Stock payable in
     shares of Common Stock, or effect a subdivision or
     combination or consolidation of the outstanding shares of
     Common Stock (by reclassification or otherwise than by
     payment of a dividend in shares of Common Stock) into a
     greater or lesser number of shares of Common Stock, then in
     each such case the amount set forth in the preceding
     sentence with respect to the conversion, exchange or change
     of shares of Series A Preferred Stock shall be adjusted by
     multiplying such amount by a fraction, the numerator of
     which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is
     the number of shares of Common Stock that were outstanding
     immediately prior to such event.

     (viii) No Redemption.  The shares of Series A Preferred
     Stock shall not be redeemable from any holder.

     (ix)   Rank.  The Series A Preferred Stock shall rank, with
     respect to the payment of dividends and the distribution of
     assets upon liquidation, dissolution or winding up of the
     Corporation, junior to all other series of Preferred Stock
     and senior to the Common Stock.

     (x)    Amendment.  If any proposed amendment to the Articles
     of Incorporation would alter, change or repeal any of the
     preferences, powers or special rights given to the Series A
     Preferred Stock so as to affect the Series A Preferred Stock
     adversely, then the holders of the Series A Preferred Stock
     shall be entitled to vote separately as a class upon such
     amendment, and the affirmative vote of two-thirds of the
     outstanding shares of the Series A Preferred Stock, voting
     separately as a class, shall be necessary for the adoption
     thereof, in addition to such other vote as may be required
     by the Mississippi Business Corporation Act.

     (xi)   Fractional Shares.  Series A Preferred Stock may be
     issued in fractions of a share that shall entitle the
     holder, in proportion to such holder's fractional shares, to
     exercise voting rights, receive dividends, participate in
     distributions and to have the benefit of all other rights of
     holders of Series A Preferred Stock.

     (B)  Preferred Stock.  

     (i)  One or more additional series of Preferred Stock may be
     issued from time to time in such amounts as may be
     determined by the Board of Directors.  The voting powers,
     designations, preferences and relative, participating,
     optional or other special rights, if any, and the
     qualifications, limitations or restrictions thereof, if any,
     of the Preferred Stock of
<PAGE>
     each series shall be such as are fixed by the Board of
     Directors, the authority so to do being hereby expressly
     granted, and as are stated and expressed in Articles of
     Amendment to these Articles of Incorporation adopted by the
     Board of Directors providing for the issue of such series of
     Preferred Stock (herein called an "Preferred Stock
     Amendment").  The Preferred Stock Amendment as to any series
     shall (a) establish the number of shares constituting, and
     the distinctive designation of, that series, (b) fix the
     dividend rate, if any, of the shares of such series, the
     payment dates for dividends on shares of such series and the
     date or dates, or the method of determining the date or
     dates, if any, from which dividends on shares of such series
     shall be cumulative, (c) fix the amount or amounts payable
     on shares of such series upon voluntary or involuntary
     liquidation, dissolution or winding up of the affairs of the
     Corporation, (d) state the price or prices or rate or rates,
     and adjustments, if any, at which, the time or times and the
     terms and conditions upon which, the shares of such series
     may be redeemed at the option of the Corporation or at the
     option of the holder or holders of shares of such series or
     upon the occurrence of a specified event, and state whether
     such shares may be redeemed for cash, property or rights,
     including securities of the Corporation or another entity;
     and such Preferred Stock Amendment may (1) limit the number
     of shares of such series that may be issued, (2) provide for
     a sinking fund for the purchase or redemption of shares of
     such series and specify the terms and conditions governing
     the operations of any such fund, (3) grant voting rights to
     the holders of shares of such series, provided that each
     share shall not have more than one vote per share, (4)
     impose conditions or restrictions upon the creation of
     indebtedness of the Corporation or upon the issuance of
     additional Preferred Stock or other capital stock ranking on
     a parity therewith, or prior thereto, with respect to
     dividends or distribution of assets upon liquidation, (5)
     impose conditions or restrictions upon the payment of
     dividends upon, or the making of other distributions to, or
     the acquisition of, shares ranking junior to the Preferred
     Stock or to any series thereof with respect to dividends or
     distributions of assets upon liquidation, (6) state the time
     or times, the price or prices or the rate or rates of
     exchange and other terms, conditions and adjustments upon
     which shares of any such series may be made convertible
     into, or exchangeable for, at the option of the holder or
     the Corporation or upon the occurrence of a specified event,
     shares of any other class or classes or of any other series
     of Preferred Stock or any other class or classes of stock or
     other securities of the Corporation, and (7) grant such
     other special rights and impose such qualifications,
     limitations or restrictions thereon as shall be fixed by the
     Board of Directors, to the extent not inconsistent with this
     Article FOURTH and to the full extent now or hereafter
     permitted by the laws of the State of Mississippi.

     (ii) Except as by law expressly provided, or except as may
     be provided in any Preferred Stock Amendment, the Preferred
     Stock shall have no right or power to vote on any question
     or in any proceeding or to be represented at, or to receive
     notice of, any meeting of shareholders of the Corporation.

     (iii) Preferred Stock that is redeemed, purchased or retired
     by the Corporation shall assume the status of authorized but
     unissued Preferred Stock and may thereafter, subject to
<PAGE>
     the provisions of any Preferred Stock Amendment providing
     for the issue of any particular series of Preferred Stock,
     be reissued in the same manner as authorized but unissued
     Preferred Stock.

     (C)  Common Stock. 

          All shares of the Common Stock of the Corporation shall
     be identical and except as otherwise required by law or as
     otherwise provided in the Directors' Amendment, if any,
     adopted by the Board of Directors with respect to any series
     of Preferred Stock, the holders of the Common Stock shall
     exclusively possess all voting power, and each share of
     Common Stock shall have one vote.

     THREE: These Articles of Amendment to the Corporation's
Articles of Incorporation are adopted as of the date set forth
below.

     FOUR: These Articles of Amendment to the Corporation's
Articles of Incorporation have been duly adopted by the Board of
Directors of the Corporation pursuant to the authority vested in
such board in accordance with the provisions of the Mississippi
Business Corporation Act and the Corporation's Articles of
Incorporation.

     IN WITNESS WHEREOF, these Articles of Amendment to the
Corporation's Articles of Incorporation have been executed on
behalf of the Corporation by its Chairman of the Board, President
and Chief Executive Officer and attested by its Secretary this
7th day of December 1998.



                              /s/ J. L. HOLLOWAY  
                              J. L. Holloway
                              Chairman of the Board, President
                              and Chief Executive Officer

Attest:/s/ JAMES A. LOWE, III                
       James A. Lowe, III
       General Counsel and Secretary
<PAGE>
                         ARTICLES OF MERGER

     The undersigned corporation pursuant to Section 79-4-11.05 of the
Mississippi Code of 1972, as amended, ( the "Code") hereby executes
the following document and sets forth: 

     FIRST: The name of the first corporation is: 

                  Friede Goldman Mississippi, Inc. 
                                  
     SECOND: The name of the second corporation is: 

                  Friede Goldman International Inc.

     THIRD: The future effective date of the merger is 12:01 a.m.,
October 5, 1998.

     FOURTH: The Plan of Merger ("Plan") between Friede Goldman
Mississippi, Inc. and Friede Goldman International Inc. is attached
hereto as Exhibit A. 

     FIFTH: Friede Goldman Mississippi, Inc. had 1,000 shares of
Common Stock outstanding and entitled to vote on the Plan. There were
no other classes of voting securities of Friede Goldman Mississippi,
Inc. outstanding. The total number of votes cast FOR the Plan was
1,000. The total number of votes cast AGAINST the Plan was 0. 

     SIXTH: Friede Goldman International Inc. had 24,492,797 shares of
Common Stock outstanding and entitled to vote on the Plan. There were
no other classes of voting securities of Friede Goldman International
Inc. outstanding. The total number of votes cast FOR the Plan was
18,741,647. The total number of votes cast AGAINST the Plan was
301,256. 

     SEVENTH: The number of shareholder votes cast by the shareholders
of both Friede Goldman Mississippi, Inc. and Friede Goldman
International Inc. were sufficient for approval by the shareholders of
both corporations. 

     IN WITNESS WHEREOF, these Articles of Merger have been executed
by the undersigned on the 28th day of September, 1998. 

Friede Goldman Mississippi, Inc.

By: /s/ J.L. HOLLOWAY
    J. L. Holloway, Chairman of the Board of Directors,
    President and Chief Executive Officer 

Friede Goldman International Inc. 

By:  /s/ J.L. HOLLOWAY
     J. L. Holloway, Chairman of the Board of Directors,
     President and Chief Executiive Officer 
<PAGE>
                                                           Exhibit A
                                                                    
                  AGREEMENT AND PLAN OF MERGER
                              of 
               FRIEDE GOLDMAN INTERNATIONAL INC. 
              and FRIEDE GOLDMAN MISSISSIPPI, INC.

          THIS IS AN AGREEMENT AND PLAN OF MERGER (this
"Agreement") by and between Friede Goldman International Inc., a
Delaware corporation ("Friede Goldman"), and Friede Goldman
Mississippi, Inc., a Mississippi corporation ("FGM").   Friede
Goldman and FGM are hereinafter collectively referred to as the
"Constituent Corporations."

                            RECITALS

          WHEREAS, Friede Goldman  is  a corporation organized
and existing under the laws of the State of Delaware, having been
incorporated on May 21, 1997, and having authorized capital stock
consisting of  (i) 125,000,000 shares of common stock, par value
$.01 per share ("Friede Goldman Common Stock") and (ii) 5,000,000
shares of preferred stock, par value $.01 per share ("Friede
Goldman Preferred Stock"), 24,492,797 of  which shares of Friede
Goldman Common Stock are issued and outstanding and none of which
shares of Friede Goldman Preferred Stock are issued and
outstanding; and the outstanding shares of  Friede Goldman Common
Stock are entitled to vote on the Merger (as described below);
and

          WHEREAS, the Board of Directors of Friede Goldman has
determined that it is the best interests of Friede Goldman and
its stockholders to change the corporation's domicile from
Delaware to Mississippi; and Friede Goldman has formed FGM as a
wholly-owned subsidiary for the express purpose of effecting the
reincorporation of Friede Goldman in the State of Mississippi;
and

          WHEREAS, FGM is a corporation organized and existing
under the laws of the State of Mississippi, having been
incorporated on September 22, 1998, and having authorized capital
stock consisting of  (i) 125,000,000 shares of common stock, par
value $.01 per share (the "FGM Common Stock") and (ii) 5,000,000
shares of preferred stock, par value $.01 per share (the "FGM
Preferred Stock"), 1,000 of which shares of FGM Common Stock are
issued and outstanding, all of which outstanding shares of FGM
Common Stock are owned by Friede Goldman, and none of which
shares of FGM Preferred Stock are outstanding; and

          WHEREAS, the respective Boards of  Directors of  the
Constituent Corporations have determined that it is in the best
interests of such corporations and the stockholders of Friede
Goldman and the sole shareholder of FGM, respectively,  to merge
Friede Goldman with and into FGM, with FGM to be the surviving
corporation (such merger being hereinafter referred to as the
"Merger"), and each of such Boards of Directors have authorized,
approved and adopted this Agreement and has directed that it be
submitted to the stockholders of Friede Goldman and the sole
shareholder of FGM, respectively, for approval.
<PAGE>

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

                    ARTICLE I:    THE MERGER

          Section 1.1.   The Merger and Surviving Corporation. 
     At the Effective Time of the Merger (as hereinafter
     defined), Friede Goldman shall be merged with and into FGM,
     the separate existence of Friede Goldman shall cease and FGM
     (hereinafter sometimes referred to as the "Surviving
     Corporation") shall be the surviving corporation of the
     Merger and shall continue to exist by virtue of, and shall
     be governed by, the laws of the State of Mississippi. The
     name of the Surviving Corporation shall be "Friede Goldman
     International Inc."  as provided in the Amendment to the
     Articles of Incorporation of the Surviving Corporation set
     forth in Section 3.1 below.

          Section 1.2.   Effective Time of the Merger.  The
     Merger shall be effective upon the later of the filing of a
     Certificate of Merger with the Secretary of State of the
     State of Delaware and Articles of Merger with the Secretary
     of State of the State of Mississippi (the "Effective Time").

          Section 1.3.   Effect of Merger.   At the Effective
     Time, Friede Goldman shall merge with and into FGM, and the
     separate existence of Friede Goldman shall cease. Without
     limiting any provisions of applicable law of the State of 
     Delaware or the State of Mississippi, at the Effective Time:
     (i) the Surviving Corporation shall succeed, without other
     transfer, to all the assets, rights, powers and property of
     the Constituent Corporations, and title to all real estate
     and other property owned by each of the Constituent
     Corporations shall be vested in the Surviving Corporation
     without reversion or impairment; (ii) the Surviving
     Corporation shall succeed, without other transfer, to all of
     the debts, liabilities and obligations of the Constituent
     Corporations as if it had incurred them itself; (iii) any
     proceeding pending against either of the Constituent
     Corporations may be continued as if the Merger did not occur
     or the Surviving Corporation may be substituted in the
     proceeding for Friede Goldman; (iv) the Surviving
     Corporation  shall  be subject to all actions previously
     taken by the Boards of Directors of the Constituent
     Corporations, and shall assume all obligations of Friede
     Goldman relating to the indemnification of its officers and
     directors; (v) the Surviving Corporation  shall assume,
     without any further action, all employee benefit plans of
     Friede Goldman, including, but not limited to,  all stock
     option, stock purchase, stock repurchase, deferred
     compensation, welfare and savings plans, as well all
     employment and severance agreements, subject, in each case,
     to the terms and conditions of such plans and agreements.
     and (vi) the shares of  Friede Goldman Common Stock that are
     to be converted into shares of common stock, par value $.01
     per share, of the Surviving Corporation ("Surviving
     Corporation Common Stock") shall be so converted.
<PAGE>
          
                SECTION II:  CONVERSION OF STOCK

          Section 2.1  Conversion Shares of Friede Goldman Common
     Stock. At the Effective Time, by virtue of the Merger and
     without any action by the parties hereto or any other
     person, (i) each share of  Friede Goldman Common Stock
     issued and outstanding immediately prior thereto shall be
     converted into and exchanged for one fully paid and
     nonassessable share of Surviving Corporation Common Stock
     and (ii) each option or right to purchase a share of Friede
     Goldman Common Stock issued and outstanding immediately
     prior thereto shall be converted into and exchanged for one
     option or right, as the case may be, to purchase a share of
     Surviving Corporation Common Stock, upon the same terms and
     subject to the same conditions.

          Section 2.2.  Cancellation of  FGM Common Stock.  At
     the Effective Time of the Merger, each share of FGM Common
     Stock issued and outstanding immediately prior thereto
     shall, by virtue of the Merger and without any action by
     FGM, the holder of such shares or any other person, be
     canceled and returned to the status of authorized but
     unissued shares.

          Section 2.3.  Exchange of Share Certificates. (a) After
     the Effective Time, the holder of an outstanding certificate
     representing shares of Friede Goldman Common Stock may, at
     such stockholder's option, surrender the same for
     cancellation to the Surviving Corporation and such holder
     shall be entitled to receive in exchange therefor a
     certificate or certificates representing the number of
     shares of Surviving Corporation Common Stock into which the
     surrendered shares were converted as herein provided.  Until
     so surrendered, each outstanding certificate theretofore
     representing shares of  Friede Goldman Common Stock shall be
     deemed for all purposes to represent the number of shares of
     Surviving Corporation Common Stock into which such shares of
     Friede Goldman Common Stock were converted in the Merger.

          (b)  The registered owner on the books and records of
     the Surviving Corporation of any such outstanding
     certificate shall, until such certificate shall have been
     surrendered for transfer or conversion or otherwise
     accounted for to the Surviving Corporation, have and be
     entitled to exercise any voting and other rights with
     respect to and to receive dividends and other distributions
     upon the shares of Common Stock of the Surviving Corporation
     represented by such outstanding certificate as provided
     above.
     
    ARTICLE III:  CHARTER DOCUMENTS; DIRECTORS AND OFFICERS
     
          Section 3.1.   Articles of Incorporation.  The Articles
     of Incorporation of  FGM shall be the Articles of
     Incorporation of the Surviving Corporation, except that
     Article First thereof shall be amended to read in its
     entirety as follows:
<PAGE>

          
               FIRST: The name of the Corporation is:
     
                    Friede Goldman International Inc.
          

          Section 3.2.  Bylaws.  The Bylaws of FGM as in effect
     at the Effective Time shall continue to be the Bylaws of the
     Surviving Corporation until amended as provided in said
     Bylaws, except that the name of the Surviving Corporation
     shall be "Friede Goldman International Inc."

          Section 3.3.  Directors.  The persons who are serving
     as the directors of Friede Goldman as of the Effective Time
     shall be the directors of the Surviving Corporation until
     changed in accordance with the Bylaws of the Surviving
     Corporation and applicable law.  Directors of the Surviving
     Corporation shall serve on the committees on which they
     served as directors of Friede Goldman. The persons who are
     serving as the directors of FGM as of the Effective Time
     shall hold no such position with the Surviving Corporation,
     except insofar as such directors hold such position with
     Friede Goldman. 

          Section 3.4.  Officers.  The persons who are serving as
     the directors of FGM as of the Effective Time shall be the
     directors of the Surviving Corporation until changed in
     accordance with the Bylaws of the Surviving Corporation and
     applicable law. The persons who are serving as the officers
     of Friede Goldman as of the Effective Time shall hold no
     such office with the Surviving Corporation, except insofar
     as such officers hold such office with FGM. 

              ARTICLE IV:   CONDITIONS TO CLOSING

          Section 4.1  Conditions to Closing. The respective
     obligations of the Constituent Corporation to consummate the
     Merger are subject to the satisfaction at or prior to the
     Effective Time of the following conditions:

               (a)  This Agreement and the Merger shall have been
          authorized and approved by a majority of the
          stockholders of Friede Goldman entitled to vote and
          present, in person or by proxy, at the Special Meeting
          of Stockholders of Friede Goldman to be held expressly
          for such purpose, and by Friede Goldman, the sole
          stockholder of FGM, in accordance with the relevant
          provisions of the Delaware General Corporation Law (the
          "DGCL"), the Certificate of Incorporation of Friede
          Goldman,  the Bylaws of Friede Goldman, the Mississippi
          Business Corporation Act, the Articles of Incorporation
          of FGM and the Bylaws of FGM, as applicable.  After the
          such approval and adoption of this Agreement, and the
          satisfaction of the other conditions set forth herein,
          all required documents shall be executed, verified,
          filed, and recorded and all required acts shall be done
          under the provisions of the 

<PAGE>
          applicable statutes of the States of Delaware and
          Mississippi in order to accomplish the Merger;

               (b)  As of  the Effective Time, no action, suit or
          proceeding shall have been instituted or, to the
          knowledge of the Constituent Corporations, be pending
          or threatened before any court or other governmental
          body by any public agency or governmental authority
          seeking to restrain, enjoin or prohibit the
          consummation of the transactions contemplated hereby or
          to seek damages or other relief in connection therewith
          against any officer or director of either of the
          Constituent Corporations.

              ARTICLE V: AMENDMENT AND TERMINATION

          Section 5.1.   Amendment.  This Agreement may be
     supplemented or amended in any manner at any time and from
     time to time prior to the Effective Time by the mutual
     consent of Friede Goldman and FGM without any action by the
     stockholders of Friede Goldman or the sole shareholder of
     FGM; provided, that any amendment, modification or
     supplement to this Agreement after its approval by the
     stockholders of Friede Goldman but prior to the Effective
     Time shall require the approval of the stockholders of
     Friede Goldman unless the amendment, modification or
     supplement to this Agreement (i) does not alter (a) the
     amount or kind of shares to be received thereunder in
     exchange for shares of Friede Goldman Common Stock, or (b)
     any term of the Articles of Incorporation of  the Surviving
     Corporation as provided for in this Agreement, and (ii) does
     not alter any of the terms and conditions of this Agreement
     in a manner that would adversely affect the holders of
     Friede Goldman Common Stock.  

          Section 5.2.  Termination. This Agreement may be
     terminated and the Merger abandoned at any time prior to the
     Effective Time by action taken by the Board of Directors of
     either Constituent Corporation for any reason whatsoever,
     notwithstanding the approval of this Agreement and the
     Merger by the stockholders of Friede Goldman or the sole
     shareholder of FGM, or by both.

                ARTICLE VI:   FURTHER ASSURANCES

          Section 6.1.   Further Assurances.  If at any time the
     Surviving Corporation shall consider or be advised that any
     further assignments or assurances or any other things are
     necessary or desirable to vest in the Surviving Corporation,
     in accordance with the terms of this Agreement, the title of
     any property or rights of Friede Goldman, or otherwise to
     carry out this Agreement or the Merger, the last acting
     officers and directors of  Friede Goldman or the
     corresponding officers and directors of the Surviving
     Corporation shall and will execute and make all such proper
     assignments and assurances and do all things necessary or
     proper to vest title in such property or rights in the
     Surviving Corporation, or otherwise to carry out this
     Agreement or the Merger.
<PAGE>

                     ARTICLE VII:   GENERAL

          Section 7.1.   Registered Office.  The address of the
     registered office of the Surviving Corporation of the Merger
     in the State of Mississippi shall be 525 East Capitol  Street,
     Suite 402, Jackson, Mississippi 39201, and James A.
     Lowe, III shall be the registered agent of the Surviving
     Corporation at such address.

          Section 7.2.   Governing Law.  This Agreement shall in
     all respects be construed, interpreted and enforced in
     accordance with and governed by the laws of the [State of 
     Mississippi] and, so far as applicable, the merger
     provisions of the DGCL.

          Section 7.3.   Counterparts.  This Agreement may be
     executed in two or more counterparts, each of which shall be
     deemed an original, and it shall not be necessary in making
     proof of this Agreement or its terms to produce or account
     for more than one of such counterparts.

<PAGE>

     IN WITNESS WHEREOF, the Constituent Corporations have caused
this Agreement to be executed by their respective officers whose
signatures are set forth below, all as of the 28th day of
September 1998.

ATTEST:                       FRIEDE GOLDMAN INTERNATIONAL INC.
                              a Delaware corporation



By: /s/ JAMES A. LOWEE, III   By: /s/ J.L. HOLLOWAY
     James A. Lowe, III            J. L. Holloway
     Secretary                     Chairman of the Board,
                                   President and Chief Executive
                                   Officer

ATTEST:                       FRIEDE GOLDMAN MISSISSIPPI, INC.
                              a Mississippi corporation



By: /s/ JAMES A. LOWE, III    By: /s/ J. L. HOLLOWAY
     James A. Lowe, III            J. L. Holloway
     Secretary                     Chairman of the Board,
                                   President and Chief Executive
                                   Officer
<PAGE>
                                                              PAGE 1

                          State of Delaware
                  Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF MERGER, WHICH MERGES: 

     "FRIEDE GOLDMAN INTERNATIONAL INC.", A DELAWARE CORPORATION, WITH
AND INTO "FRIEDE GOLDMAN MISSISSIPPI, INC." UNDER THE NAME OF "FRIEDE
GOLDMAN INTERNATIONAL INC.", A CORPORATION ORGANIZED AND EXISTING
UNDER THE LAWS OF THE STATE OF MISSISSIPPI, AS RECEIVED AND FILED IN
THIS OFFICE THE SIXTH DAY OF OCTOBER, A.D. 1998, AT 1:30 O'CLOCK P.M. 

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS. 

/s/ EDWARD J. FREEL
Edward J. Freel, Secretary of State

AUTHENTICATION: 9340482

                       DATE: 10-06-98
<PAGE>
                        CERTIFICATE OF MERGER
                                  
             Merger of Friede Goldman International Inc.
                            with and into
                  Friede Goldman Mississippi, Inc.

     Pursuant to the provisions of Section 252 of the Delaware General
Corporation Law, the undersigned certifies as follows concerning the
merger (the "Merger") of Friede Goldman International Inc., a Delaware
corporation, with and into Friede Goldman Mississippi, Inc., a
Mississippi corporation, with Friede Goldman Mississippi, Inc. as the
surviving corporation (in such capacity, the "Surviving Corporation"): 

     1. The Agreement and Plan of Merger, dated as of September 28th,
1998 (the "Merger Agreement") has been approved, adopted, certified,
executed and acknowledged by each of the undersigned corporations in
accordance with Section 252(c) of the Delaware General Corporation
Law. 

     2. The Merger contemplated in the Agreement will be effective at
the Effective Time (as defined in the Merger Agreement). 

     3. The name of the Surviving Corporation shall be Friede Goldman
Mississippi, Inc., but shall be changed immediately after the
Effective Time (as defined in the Merger Agreement) as contemplated by
paragraph 4 below. 

     4. The Certificate of Incorporation of Friede Goldman
Mississippi, Inc., as in effect at the Effective Time, shall be the
Certificate of Incorporation of the Surviving Corporation; provided,
however, Article FIRST thereof shall be amended immediately after the
Effective Time so that the name of the Surviving Corporation set forth
therein shall be "Friede Goldman International Inc." 

     5. The executed Agreement is on file at the principal place of
business of the Surviving Corporation, 525 East Capitol Street, Suite
402, Jackson, Mississippi 39201. 

     6. A copy of the Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of Friede
Goldman International Inc. or Friede Goldman Mississippi, Inc. 

     7. The Surviving Corporation may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation
of Friede Goldman International Inc. as well as for enforcement of any
obligation of the Surviving Corporation arising from the Merger,
including any suit or other proceeding to enforce the right of any
stockholder as determined in appraisal proceedings pursuant to the
provisions of Section 262 of the Delaware 
<PAGE>
General Corporation Law, and the Surviving Corporation does hereby
irrevocably appoint the Secretary of State of the State of Delaware as
its agent to accept service of process in any such suit or other
proceeding. The address to which a copy of such process shall be
mailed by the Secretary of State of the State of Delaware is 525 East
Capitol Street, Suite 402, Jackson, Mississippi 39201, Attention:
General Counsel, until the Surviving Corporation shall have hereafter
designated in writing to the Secretary of State of the State of
Delaware a different address for such purpose. 

     IN WITNESS WHEREOF, the Surviving Corporation has executed this
Certificate of Merger this 5th day of October, 1998, effective for all
purposes as of the Effective Time. 

                         FRIEDE GOLDMAN MISSISSIPPI, INC. 



                         By:  /s/ JAMES A. LOWE, III
                              James A. Lowe, III 
                              Secretary and General Counsel
<PAGE>
                        State of Mississippi
                     Secretary of State's Office
                             Eric Clark
                         Secretary of State
                        Jackson, Mississippi
                                  
             MISSISSIPPI CORPORATION INFORMATION SYSTEM

Corporation Name: 
FRIEDE GOLDMAN MISSISSIPPI, INC. 

Corp ID: 0661478 
Filed: 09/22/1998 AT 8:00 A. M. 

Filing Fee Receipt: $50.00

[STATE SEAL HERE]             SECRETARY OF STATE
                              P.O. Box 136
                              Jackson, MS 39205
                              (601) 359-1333


                              /s/ ERIC CLARK
                              ERIC CLARK
                              Secretary of State
<PAGE>
                      ARTICLES OF INCORPORATION
                                 OF
                  FRIEDE GOLDMAN MISSISSIPPI, INC.

     The undersigned, pursuant to Section 79-4-2.02 of the Mississippi
Code of 1972,  hereby executes the following document and sets forth:

     FIRST:  The name of the corporation is:

                  Friede Goldman Mississippi, Inc.

     SECOND:  The address of the corporation's registered office in
the State of Mississippi is 525 East Capitol Street, Suite 402,
Jackson, Mississippi 39201.  The name of the registered agent of the
corporation at such address is James A. Lowe, III.

     THIRD:  The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the laws
of Mississippi.

     FOURTH: The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is
130,000,000, of which 5,000,000 shares shall be Preferred Stock, par
value $0.01 per share, and 125,000,000 shares shall be Common Stock,
par value $0.01 per share.

     A.   Preferred Stock.   (1) Preferred Stock may be issued from
     time to time in one or more series and in such amounts as may be
     determined by the Board of Directors.  The voting powers,
     designations, preferences and relative, participating, optional
     or other special rights, if any, and the qualifications,
     limitations or restrictions thereof, if any, of the Preferred
     Stock of each series shall be such as are fixed by the Board of
     Directors, authority so to do being hereby expressly granted, and
     as are stated and expressed in a resolution or resolutions
     adopted by the Board of Directors providing for the issue of such
     series of Preferred Stock (herein called the "Directors'
     Resolution").  The Directors' Resolution as to any series shall
     (a) establish the number of shares constituting, and the
     distinctive designation of, that series, (b) fix the dividend
     rate, if any, of the shares of such series, the payment dates for
     dividends on shares of such series and the date or dates, or the
     method of determining the date or dates, if any, from which
     dividends on shares of such series shall be cumulative, (c) fix
     the amount or amounts payable on shares of such series upon
     voluntary or involuntary liquidation, dissolution or winding up
     of the affairs of the Corporation, (d) state the price or prices
     or rate or rates, and adjustments, if any, at which, the time or
     times and the terms and conditions upon which, the shares of such
     series may be redeemed at the option of the Corporation or at the
     option of the holder or holders of shares of such series or upon
     the occurrence of a specified event, and state whether such
     shares may be redeemed for cash, property or rights, including
     securities of the Corporation or another entity; and such
     Directors' Resolution may (i) limit the number of shares of such
     series that may be issued, (ii) provide for a sinking fund for
     the purchase or redemption of shares of such series and specify
     the terms and conditions governing the operations of any such
     fund, (iii) grant voting rights to the holders of shares of such
     series, provided that each share shall not have more than one
     vote per share, (iv) impose 
<PAGE>
     conditions or restrictions upon the creation of indebtedness of
     the Corporation or upon the issuance of additional Preferred
     Stock or other capital stock ranking on a parity therewith, or
     prior thereto, with respect to dividends or distribution of
     assets upon liquidation, (v) impose conditions or restrictions
     upon the payment of dividends upon, or the making of other
     distributions to, or the acquisition of, shares ranking junior to
     the Preferred Stock or to any series thereof with respect to
     dividends or distributions of assets upon liquidation, (vi) state
     the time or times, the price or prices or the rate or rates of
     exchange and other terms, conditions and adjustments upon which
     shares of any such series may be made convertible into, or
     exchangeable for, at the option of the holder or the Corporation
     or upon the occurrence of a specified event, shares of any other
     class or classes or of any other series of Preferred Stock or any
     other class or classes of stock or other securities of the
     Corporation, and (vii) grant such other special rights and impose
     such qualifications, limitations or restrictions thereon as shall
     be fixed by the Board of Directors, to the extent not
     inconsistent with this Article FOURTH and to the full extent now
     or hereafter permitted by the laws of the State of Mississippi.

     (2)  Except as by law expressly provided, or except as may be
     provided in any Directors' Resolution, the Preferred Stock shall
     have no right or power to vote on any question or in any
     proceeding or to be represented at, or to receive notice of, any
     meeting of shareholders of the Corporation.

     (3)  Preferred Stock that is redeemed, purchased or retired by
     the Corporation shall assume the status of authorized but
     unissued Preferred Stock and may thereafter, subject to the
     provisions of any Directors' Resolution providing for the issue
     of any particular series of Preferred Stock, be reissued in the
     same manner as authorized but unissued Preferred Stock.

     B.   Common Stock.   All shares of the Common Stock of the
     Corporation shall be identical and except as otherwise required
     by law or as otherwise provided in the Directors' Resolution or
     Resolutions, if any, adopted by the Board of Directors with
     respect to any series of Preferred Stock, the holders of the
     Common Stock shall exclusively possess all voting power, and each
     share of Common Stock shall have one vote.

     FIFTH:  The business and affairs of the Corporation shall be
managed and controlled by its Board of Directors.  The number of
directors constituting the Board of Directors shall be fixed by the
Board of Directors, but shall not be less than three or more than 15. 
The Board of Directors may increase or decrease the exact number of
directors from time to time subject to Miss. Code Ann. Section
79-4-8.03(b) which limits any change to 30% of the number of directors
last approved by the Shareholders.

     At the expiration of the initial term of the  directors, and of
each succeeding term, the directors shall be elected to serve until
the next annual meeting of shareholders [except in the event classes
are implemented as provided below] and until their successors are
elected and qualified or until their earlier death, resignation,
removal or retirement.  Any director elected or appointed to fill a
vacancy shall hold office for the remaining term of the position to
which he was appointed.  No decrease in the number of directors
constituting the Corporation's Board of Directors shall shorten the
term of 
<PAGE>
any incumbent director.  Any vacancy in the Board of Directors,
whether arising through death, resignation or removal of a director,
or through an increase in the number of directors, shall be filled by
the majority vote of the remaining directors.

     A director of the Corporation may be removed only for cause and
only upon the affirmative vote of the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote at an
election of directors, subject to further restrictions on removal, not
inconsistent with this Article FIFTH, as may be contained in the
Bylaws.

     Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock issued by the Corporation
shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies and other features of
such directorships shall be governed by the terms of these Articles of
Incorporation applicable thereto.

     At any time the number of directors is composed of nine or more
members, the Board of Directors may, upon majority vote, create
classes of directors, to take effect at the next annual meeting of the
shareholders.  The directors shall be divided into three classes as
nearly equal in number as possible, designated Class I, Class II and
Class III.  The initial term for the directors in Class I shall expire
at the annual meeting of the shareholders following the first election
by classes; the initial term of the directors in Class II shall expire
at the second annual meeting of the shareholders following the first
election by classes; and the initial term of the directors in Class
III shall expire at the third annual meeting of the shareholders
following the first election by classes.  Thereafter, the term of
office for each class shall be three years.  Any increase or decrease
in the number of directors constituting the Board shall be apportioned
among the classes so as to maintain the number of directors in each
class as nearly as possible to one-third the whole number of directors
as so adjusted.   The Bylaws may contain any provision regarding
classification of the Corporation's directors not inconsistent with
the terms hereof.

     SIXTH:  The following provisions are inserted for the management
of the business and the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the
Corporation and of its directors and shareholders:

     A.   The Board of Directors is authorized to alter, amend or
     repeal the Bylaws or adopt new Bylaws of the Corporation.  The
     shareholders shall not repeal or change the Bylaws of the
     Corporation unless such repeal or change is approved by the
     affirmative vote of the holders of not less than 80% of the total
     voting power of all shares of stock of the Corporation entitled
     to vote in the election of directors, considered for the purposes
     of this paragraph A as a single class.

     B.   Election of directors need not be by written ballot unless
     the Bylaws so provide.

     C.   In addition to the powers herein or by statute expressly
     conferred upon the Corporation's directors, the Corporation's
     directors are hereby empowered to exercise all such powers and do
     all such acts and things as may be exercised or done by the
     Corporation, 
<PAGE>
     subject, nevertheless, to the provisions of the statutes of
     Mississippi, these Articles of Incorporation, and any Bylaws
     adopted by the shareholders; provided, however, that no Bylaws
     hereafter adopted shall invalidate any prior act of the directors
     which would have been valid if such Bylaws had not been adopted.

     D.   No action shall be taken by the shareholders except at an
     annual or special meeting with prior notice and a vote.  No
     action shall be taken by the shareholders by written consent.

     SEVENTH:  The books of the Corporation may be kept (subject to
any provision contained in the statutes) outside the State of
Mississippi at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation.

     EIGHTH:  The Board of Directors is hereby authorized to create
and issue, whether or not in connection with the issuance and sale of
any of its stock or other securities, rights (the "Rights") entitling
the holders thereof to purchase from the Corporation shares of capital
stock or other securities.  The times at which and the terms upon
which the Rights are to be issued will be determined by the Board of
Directors and set forth in the contracts or instruments that evidence
the Rights.  The authority of the Board of Directors with respect to
the Rights shall include, but not be limited to, determination of the
following:

     (a)  The initial purchase price per share of the capital stock or
     other securities of the Corporation to be purchased upon exercise
     of the Rights.

     (b)  Provisions relating to the times at which and the
     circumstances under which the Rights may be exercised or sold or
     otherwise transferred, either together with or separately from,
     any other securities of the Corporation.

     (c)  Provisions that adjust the number or exercise price of the
     Rights or amount or nature of the securities or other property
     receivable upon exercise of the Rights in the event of a
     combination, split or recapitalization of any capital stock of
     the Corporation, a change in ownership of the Corporation's
     securities or a reorganization, merger, consolidation, sale of
     assets or other occurrence relating to the Corporation or any
     capital stock of the Corporation, and provisions restricting the
     ability of the Corporation to enter into any such transaction
     absent an assumption by the other party or parties thereto of the
     obligations of the Corporation under such Rights.

     (d)  Provisions that deny the holder of a specified percentage of
     the outstanding securities of the Corporation the right to
     exercise the Rights and/or cause the Rights held by such holder
     to become void.

     (e)  Provisions that permit the Corporation to redeem the Rights.

     (f)  The appointment of one or more agents to take specified
     actions on behalf of the Corporation with respect to the Rights.
<PAGE>
     NINTH:  No director of the Corporation shall be personally liable
to the Corporation or its shareholders for monetary damages for breach
of fiduciary duty by such director as a director; provided, however,
that this Article NINTH shall not eliminate or limit the liability of
a director to the extent provided by applicable law (i) for any breach
of the director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 79-4-8.33 of the Mississippi Code of 1972, as amended,
or (iv) for any transaction from which the director derived an
improper personal benefit.  No amendment to or repeal of this Article
NINTH shall apply to, or have any effect on, the liability or alleged
liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such
amendment or repeal.  If the laws of the State of Mississippi are
amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest
extent permitted by the laws of the State of Mississippi, as so
amended.

     TENTH:  The provisions set forth in this Article TENTH and
Articles FIFTH, SIXTH, EIGHTH and NINTH hereof may not be amended,
altered, changed, repealed or rescinded in any respect unless such
action is approved by the affirmative vote of the holders of not less
than 80 percent of the total voting power of all shares of stock of
the Corporation entitled to vote in the election of directors,
considered for purposes of this Article TENTH as a single class.  The
voting requirements contained in this Article TENTH and in Article
SIXTH hereof shall be in addition to voting requirements imposed by
law, other provisions of these Articles of Incorporation or any
designation of preferences in favor of certain classes or series of
shares of capital stock of the Corporation.

     ELEVENTH:  Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or
between this Corporation and its shareholders or any class of them,
any court of equitable jurisdiction within the State of Mississippi
may, on the application in a summary way of this Corporation or of any
creditor or shareholder thereof or on the application of any receiver
or receivers appointed for this Corporation or on the application of
trustees in dissolution or of any receiver or receivers appointed for
this Corporation order a meeting of the creditors or class of
creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be, to be summoned in such manner as the
said court directs.  If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or
of the shareholders or class of shareholders of this Corporation, as
the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the shareholders or class of shareholders, of
this Corporation, as the case may be, and also on this Corporation.

     TWELFTH:  The Corporation is to have perpetual existence.

     THIRTEENTH: The initial directors of the Corporation are J. L.
Holloway, John G. Corlew and Howell W. Todd.
<PAGE>

     IN WITNESS WHEREOF, these Articles of Incorporation have been
executed by the incorporator of the Corporation on the 22nd day of
September, 1998.

                         INCORPORATOR


                         /s/ JOHN G. CORLEW
                         JOHN G. CORLEW
                         400 East Capitol, Suite 300
                         Jackson, MS 39201