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                                                                    EXHIBIT 10.1

                                SECOND AMENDMENT
                                       TO
                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

     This Second Amendment to Third Amended and Restated Loan Agreement (the
"Second Amendment") is dated May 9, 2003 and is made by and among Whitney
National Bank ("Lender"), Conrad Shipyard, L.L.C. ("Borrower"), Orange
Shipbuilding Company, Inc. ("Orange") and Conrad Industries, Inc. ("Conrad").

     WHEREAS, the parties wish to amend that certain Third Amended and Restated
Loan Agreement by and among Lender, Borrower, Orange and Conrad, dated July 18,
2002, as amended by the First Amendment to the Third Amended and Restated Loan
Agreement (collectively the "Loan Agreement").

     NOW THEREFORE, the parties hereby agree as follows:

     1. As used herein, capitalized terms not defined herein shall have the
meanings attributed to them in the Loan Agreement.

     2. Section I of the Loan Agreement is hereby amended by amending and
restating the definitions of "Base Rate" and "$10,000,000 Line of Credit Period"
as follows:

     "Base Rate" shall mean JPMorgan Chase Prime Rate. JPMorgan Chase Prime Rate
     shall mean that rate of interest as recorded by JPMorgan Chase Bank from
     time to time as its prime lending rate with the rate of interest to change
     when and as said prime lending rate changes. Each change in any interest
     rate provided for herein based upon the Base Rate resulting from a change
     in JPMorgan Chase Prime Rate shall take effect at the time of such change
     in JPMorgan Chase Prime Rate.

     "$10,000,000 Line of Credit Period" shall mean the period commencing on May
     9, 2003 and ending on May 31, 2004.

     3. Section 2.02(b) of the Loan Agreement is hereby amended and restated as
follows:

          Section 2.02 (b) $10,000,000 Line of Credit. Subject to and upon the
     terms and conditions contained in this Agreement, and relying on the
     representations and warranties contained in this Agreement, Lender agrees
     to make Advances to Borrower periodically during the $10,000,000 Line of
     Credit Period in an aggregate principal amount outstanding not to exceed
     the sum of Ten Million and No/100 ($10,000,000.00) Dollars (the
     "$10,000,000 Line of Credit"). On May 31, 2004, Lender's obligations to
     make any Advance on the $10,000,000 Line of Credit shall cease. The
     $10,000,000 Line of Credit is evidenced by a promissory note executed by
     the Borrower, dated May 9, 2003, in the principal sum of $10,000,000.00
     (the "$10,000,000 Line of Credit Note"), payable to the order of the Lender
     on May 31, 2004. During the $10,000,000 Line of Credit Period, the Advances
     shall accrue interest at Libor Rate or Base Rate in accordance with Section
     2.03 and shall be payable interest only monthly in

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     arrears on the last day of each month, beginning the first month after the
     initial Advance, and continuing on the last day of each succeeding month,
     with the unpaid balance of principal and accrued interest due on May 31,
     2004.

     3. In connection with the foregoing and only in connection with the
foregoing, the Loan Agreement is hereby amended, but in all other respects all
of the terms and conditions of the Loan Agreement remain unaffected.

     4. Borrower, Orange and Conrad acknowledge and agree that this Second
Amendment shall not constitute a waiver of any Default(s) under the Loan
Agreement or any documents executed in connection therewith, all of Lender's
rights and remedies being preserved and maintained. Borrowers, Orange and Conrad
hereby represent and warrant to Lender that no Default has occurred under the
Loan Agreement and there has not occurred any condition, event or act which
constitutes, or with notice or lapse of time (or both) would constitute, a
Default under the Loan Agreement. Borrower, Orange and Conrad further
acknowledge that the Collateral Documents and the continuing guaranties of
Orange and Conrad remain in full force and effect and that the Collateral
Documents and the continuing guaranties of Orange and Conrad continue to secure
the payment and performance of the Obligations, as hereby amended, in accordance
with their terms.

     5. This Second Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof; each counterpart shall be deemed an original, but
all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed.

LENDER:                                     BORROWER:
WHITNEY NATIONAL BANK                       CONRAD SHIPYARD, L.L.C.

By:                                         By:
         ----------------------------          --------------------------------
         Edgar W. Santa Cruz, III                     Lewis J. Derbes, Jr.
Title:   Vice President                     Its:      Treasurer and Manager

                                            GUARANTORS:
                                            ORANGE SHIPBUILDING COMPANY, INC.

                                            By:
                                               --------------------------------
                                                      Lewis J. Derbes, Jr.
                                            Its:      Secretary and Treasurer

                                            CONRAD INDUSTRIES, INC.

                                            By:
                                               --------------------------------
                                                      Lewis J. Derbes, Jr.
                                            Its:      Chief Financial Officer

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