EXHIBIT 10.1


                               EIGHTH AMENDMENT TO
                           NINTH AMENDED AND RESTATED
                                CREDIT AGREEMENT

       This EIGHTH AMENDMENT dated as of June 2, 2009 (this "Eighth Amendment"),
to that certain NINTH AMENDED AND RESTATED CREDIT  AGREEMENT,  as amended (as so
amended, the "Credit  Agreement"),  dated as of December 31, 2003, is among GULF
ISLAND FABRICATION,  INC., a Louisiana  corporation  ("Borrower"),  GULF ISLAND,
L.L.C., a Louisiana  limited  liability  company,  DOLPHIN  SERVICES,  L.L.C., a
Louisiana limited liability company and successor by merger to Dolphin Services,
Inc., SOUTHPORT,  L.L.C., a Louisiana limited liability company and successor by
merger to Southport, Inc., GULF ISLAND MINDOC COMPANY, L.L.C. (formerly Vanguard
Ocean Services,  L.L.C.),  a Louisiana  limited liability  company,  GULF MARINE
FABRICATORS, L.P. (formerly G.M. FABRICATORS, L.P. and NEW VISION L.P.), a Texas
limited partnership,  GULF MARINE FABRICATORS GENERAL PARTNER, L.L.C., (formerly
NEW VISION GENERAL PARTNER,  L.L.C.), a Louisiana limited liability company, and
GULF MARINE  FABRICATORS  LIMITED PARTNER,  L.L.C.  (formerly NEW VISION LIMITED
PARTNER, L.L.C.), a Louisiana limited liability company, as Guarantors,  WHITNEY
NATIONAL BANK, a national  banking  association  ("Whitney")  and JPMORGAN CHASE
BANK,  N.A.  (successor by merger to BANK ONE, N.A.,  Chicago) in its individual
capacity  ("JPMorgan")  (Whitney and JPMorgan,  each a "Lender" and collectively
the "Lenders") and JPMorgan, as Agent and LC Issuer.

       WHEREAS,  the Borrower has requested that the Lenders extend the Facility
Termination Date under the Credit Agreement; and

       WHEREAS,  the Lenders are agreeable thereto,  on the terms and conditions
set forth herein;

       NOW, THEREFORE,  the parties hereto do hereby amend the Credit Agreement,
all on the terms and conditions hereof and do hereby agree as follows:

       1.     Unless otherwise defined herein,  all defined terms used  in  this
Eighth  Amendment  shall  have the same  meaning  ascribed  to such terms in the
Credit Agreement.

       2.     The Credit Agreement is  hereby amended by  amending and restating
the definition of "Applicable Margin" to read in its entirety as follows:

              "Applicable Margin"  means,  with  respect to Eurodollar Advances,
1.50% per annum.

       3.     The Credit Agreement is  hereby amended by  amending and restating
the  definition  of  "Facility  Termination  Date"  to read in its  entirety  as
follows:

<PAGE>

              "Facility  Termination  Date" means December 31, 2011 or any later
              date as may be specified as the Facility  Termination  Date in any
              amendment  to this  Agreement  or any  earlier  date on which  the
              Aggregate  Commitment  is reduced to zero or otherwise  terminated
              pursuant to the terms hereof.

       4.     The Credit Agreement is  hereby amended by  amending and restating
the provisions of Section 2.5 to read in its entirety as follows:

              2.5.   Commitment Fee;  Reductions  in Aggregate  Commitment.  The
              Borrower agrees to pay to the Agent for the account of each Lender
              according  to its Pro Rata  Share a  commitment  fee of 0.25%  per
              annum on the average daily Available Aggregate Commitment from the
              date  hereof  to and  including  the  Facility  Termination  Date,
              payable  on  each  Payment  Date  hereafter  and on  the  Facility
              Termination   Date.  The  Borrower  may  permanently   reduce  the
              Aggregate  Commitment  in  whole,  or in part  ratably  among  the
              Lenders in the minimum  amount of $500,000  (and in  multiples  of
              $100,000 if in excess thereof),  upon at least five Business Days'
              written notice to the Agent, which notice shall specify the amount
              of any such reduction,  provided,  however, that the amount of the
              Aggregate  Commitment  may  not be  reduced  below  the  Aggregate
              Outstanding Credit Exposure.  All accrued commitment fees shall be
              payable  on  the  effective   date  of  any   termination  of  the
              obligations of the Lenders to make Credit Extensions hereunder.

       5.     Except to the  extent its  provisions  are  specifically  amended,
modified or superseded by this Eighth Amendment, the representations, warranties
and affirmative and negative  covenants of the Borrower  contained in the Credit
Agreement  are  incorporated  herein by reference  for all purposes as if copied
herein in full. The Borrower  hereby  restates and reaffirms each and every term
and  provision  of  the  Credit  Agreement,  as  amended,   including,   without
limitation,  all  representations,   warranties  and  affirmative  and  negative
covenants.  Except  to the  extent  its  provisions  are  specifically  amended,
modified  or  superseded  by this Eighth  Amendment,  the Credit  Agreement,  as
amended,  and all terms and  provisions  thereof  shall remain in full force and
effect,  and the same in all respects are  confirmed and approved by the parties
hereto.

       6.     Borrower and  each  Guarantor  acknowledge  and  agree  that  this
Eighth Amendment shall not be considered a novation or a new contract.  Borrower
and each Guarantor acknowledge that all existing rights,  titles, powers, Liens,
security  interests  and  estates in favor of the Lenders  constitute  valid and
existing  obligations and Liens and security interests as against the Collateral
in  favor  of the  Agent  for the  benefit  of the  Lenders.  Borrower  and each
Guarantor  confirm  and agree that (a)  neither  the  execution  of this  Eighth
Amendment nor the consummation of the transactions described herein shall in any
way effect, impair or limit the covenants,  liabilities,  obligations and duties
of the  Borrower  and  each  Guarantor  under  the Loan  Documents,  and (b) the
obligations  evidenced and secured by the Loan Documents  continue in full force
and effect.  Each  Guarantor  hereby  further  confirms that it  unconditionally
guarantees to the extent set forth in the Guaranty the due and punctual  payment
and performance of any and all amounts and  obligations  owed the Borrower under
the Credit Agreement or the other Loan Documents.

<PAGE>

       7.     Borrower and each Guarantor  that has executed or is executing any
mortgage,  security agreement,  pledge, or other security device as security for
the obligations under the Credit Agreement hereby  acknowledges and affirms that
such security remains in effect for the Obligations.  Further, Borrower and each
Guarantor agree to execute such amendments,  modifications, and additions as may
be requested by Agent from time to time.

       8.     This  Eighth  Amendment   may  be  executed  in   any   number  of
counterparts  and all of such  counterparts  taken  together  shall be deemed to
constitute one and the same instrument.

       9.     THIS  EIGHTH AMENDMENT AND THE LOAN DOCUMENTS  (OTHER  THAN  THOSE
CONTAINING A CONTRARY  EXPRESS  CHOICE OF LAW  PROVISION)  SHALL BE CONSTRUED IN
ACCORDANCE  WITH THE INTERNAL  LAWS OF  LOUISIANA,  BUT GIVING EFFECT TO FEDERAL
LAWS APPLICABLE TO NATIONAL BANKS.



               [Remaining page left blank; Signature pages follow]





<PAGE>

       IN WITNESS WHEREOF,  the Borrower,  the Guarantors,  the Lenders,  the LC
Issuer and the Agent have  executed  this Eighth  Amendment as of the date first
above written.

                                       BORROWER:
                                       --------

                                       GULF ISLAND FABRICATION, INC.


                                       By:         /s/ Kerry J. Chauvin
                                          --------------------------------------
                                             Kerry J. Chauvin, Chairman & CEO


                                       GUARANTORS:
                                       ----------

                                       GULF ISLAND, L.L.C.


                                       By:        /s/ William G. Blanchard
                                          --------------------------------------
                                           William G. Blanchard, President & CEO


                                       DOLPHIN SERVICES, L.L.C.,
                                       successor by merger to Dolphin Services,
                                       Inc.


                                       By:       /s/ William J. Fromenthal
                                          --------------------------------------
                                          William J. Fromenthal, President & CEO


                                       SOUTHPORT, L.L.C.


                                       By:        /s/ William G. Blanchard
                                          --------------------------------------
                                           William G. Blanchard, President & CEO



                                Signature Page 1
<PAGE>

                                       GUARANTORS: (cont'd)
                                       ----------

                                       GULF ISLAND MINDOC COMPANY, L.L.C.


                                       By:         /s/ Kerry J. Chauvin
                                          --------------------------------------
                                                 Kerry J. Chauvin, Manager


                                       GULF MARINE FABRICATORS, L.P.
                                       (formerly G.M. FABRICATORS, L.P. and
                                       NEW VISION, L.P.)

                                       By:  Gulf Marine Fabricators General
                                            Partner, L.L.C.

                                       By:        /s/ Kerry J. Chauvin
                                          --------------------------------------
                                                Kerry J. Chauvin, Manager


                                       GULF MARINE FABRICATORS GENERAL PARTNER,
                                       L.L.C.
                                       (Formerly NEW VISION GENERAL PARTNER,
                                       L.L.C.)


                                       By:        /s/ Kerry J. Chauvin
                                          --------------------------------------
                                                Kerry J. Chauvin, Manager


                                       GULF MARINE FABRICATORS LIMITED PARTNER,
                                       L.L.C.
                                       (Formerly NEW VISION LIMITED PARTNER,
                                       L.L.C.)


                                       By:        /s/ Kerry J. Chauvin
                                          --------------------------------------
                                                Kerry J. Chauvin, Manager



                                Signature Page 2
<PAGE>

                                       LENDERS:
                                       -------

                                       JPMORGAN CHASE BANK, N.A.,
                                       Successor by merger to Bank One, NA,
                                       Chicago,
                                       Individually, as LC Issuer, and as Agent


                                       By:         /s/ Edward K. Bowdon
                                          --------------------------------------
                                             Edward K. Bowdon, Vice President

Commitment: $30,000,000.00



                                Signature Page 3
<PAGE>

                                       LENDERS: (cont'd)
                                       -------

                                       WHITNEY NATIONAL BANK


                                       By:          /s/ Josh J. Jones
                                          --------------------------------------
                                                      Josh J. Jones
                                            Area President South Central Region


Commitment: $30,000,000.00



                                Signature Page 4