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. LOWE, 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