AMENDMENT NUMBER SIX
                                       TO
                            AVONDALE INDUSTRIES, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN


         WHEREAS,  Avondale  Industries,   Inc.,  a  corporation  organized  and
existing  under  the  laws of the  State  of  Louisiana,  adopted  the  Avondale
Industries,  Inc. Employee Stock Ownership Plan (the "Plan") effective September
1, 1985, said Plan has been amended from time to time, said Plan was amended and
restated on December 28, 1994 effective January 1, 1989;

         WHEREAS,  Avondale  Industries,   Inc. reserved  the right to amend the
Plan by resolution of the Board of Directors;

         WHEREAS, it is desirable to amend  the Plan to revise the Plan's tender
offer provisions;

         NOW,  THEREFORE,  as  authorized  by Section  11.1,  the Plan is hereby
amended, effective May 1, 1998, as follows:


         Section  10.5 of Article X, Tender  Offers,  is amended and restated to
read as follows:

                  10.5  Tender  Offer.  The  Trustee  shall  tender or  exchange
         Company  Stock  in  accordance  with   directions   received  from  the
         Committee.  The Committee shall instruct the Trustee in response to the
         tender offer in accordance  with ERISA's  fiduciary  duties to act as a
         prudent  person would act in a similar  situation  and to act solely in
         the interests of the Participants and their Beneficiaries.


         IN WITNESS WHEREOF, Avondale Industries, Inc. has caused this amendment
to be executed in multiple  originals by its officers  thereunto duly authorized
and its corporate seal to be hereunto affixed, as of the 5th day of May, 1998.

                                            AVONDALE INDUSTRIES, INC.


                                            BY: /s/ Thomas M. Kitchen
                                               ----------------------
                                                Thomas M. Kitchen, Secretary



ATTEST

/s/ Jackie H. Walker
--------------------
(Corporate Seal)
<PAGE>


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF LOUISIANA

PARISH OF JEFFERSON

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
Thomas M. Kitchen, who being by me sworn did depose and state that he signed the
foregoing Amendment Number Six to the Avondale  Industries,  Inc. Employee Stock
Ownership Plan as a free act and deed on behalf of Avondale Industries, Inc. for
the purposes therein set forth.



                                            /s/ Thomas M. Kitchen
                                            ---------------------
                                                Thomas M. Kitchen


SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th DAY
OF MAY, 1998.

/s/ A. Blomkalns
----------------
NOTARY PUBLIC
<PAGE>
                              AMENDMENT NUMBER ONE
                                       TO
                            AVONDALE INDUSTRIES, INC.
                    EMPLOYEE STOCK OWNERSHIP TRUST AGREEMENT


        WHEREAS, Avondale Industries, Inc., a corporation organized and existing
under the laws of the State of Louisiana,  adopted the Avondale Industries, Inc.
Employee Stock Ownership Trust  Agreement (the "Trust")  effective  September 1,
1985;  said Trust has been amended from time to time; said Trust was amended and
restated effective January 1, 1996 and executed February 12, 1996;

        WHEREAS,  Avondale  Industries,  Inc.  reserved  the right to  amend the
Trust by  resolution of the Board of Directors;

        WHEREAS, it is desirable to amend the Trust as herein provided;

        NOW,  THEREFORE,  as  authorized  by  Section  8.1,  the Trust is hereby
amended, effective May 1, 1998, as follows:

        Section 11.4 of Article XI,  Tender  Offers,  is amended and restated to
read as follows:

                  11.4  Tender  Offer.  The  Trustee  shall  tender or  exchange
        Company Stock in accordance with directions received from the Committee.
        The Committee shall instruct the trustee in response to the tender offer
        in accordance with ERISA's  fiduciary  duties to act as a prudent person
        would act in a similar  situation  and to act solely in the interests of
        the Participants and their Beneficiaries.

        IN WITNESS WHEREOF, Avondale Industries,  Inc. has caused this amendment
to be executed in multiple  originals by its officers  thereunto duly authorized
and its corporate seal to be hereunto affixed, as of the 5th day of May, 1998.

                                            AVONDALE INDUSTRIES, INC.



                                            BY: /s/ Eugene K. Simon, Jr.
                                                ------------------------
                                                    Eugene K. Simon, Jr.
ATTEST                                              Assistant Secretary

(Corporate Seal)

<PAGE>

ADMINISTRATIVE COMMITTEE OF                      TRUSTEES OF THE AVONDALE
THE AVONDALE INDUSTRIES, INC.                    INDUSTRIES, INC. EMPLOYEE
EMPLOYEE STOCK OWNERSHIP PLAN                    STOCK OWNERSHIP PLAN TRUST

/s/ Blance S. Barlotta                           /s/ Blanche S. Barlotta
------------------------------                   ----------------------------
Blanche S. Barlotta, Member                      Blanche S. Barlotta, Trustee

/s/ Eugene E. Blanchard                          /s/ R. Dean Church
------------------------------                   ----------------------------
Eugene E. Blanchard, Member                      R. Dean Church, Trustee

/s/ R. Dean Church                               /s/ Rodney J. Duhon, Jr. 
------------------------------                   ----------------------------
R. Dean Church, Member                           Rodney J. Duhon, Trustee

/s/ Rodney J. Duhon, Jr.
------------------------------
Rodney J. Duhon, Jr., Member

/s/ Ernest F. Griffin, Jr.
------------------------------
Ernest F. Griffin, Jr., Member

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
Eugene K. Simon,  Jr., who being by me sworn did depose and state that he is the
duly elected Secretary of Avondale Industries, Inc. and that in such capacity he
executed  the  foregoing   Amendment  to  the  Amended  and  Restated   Avondale
Industries,  Inc.  Employee  Stock  Ownership  Trust,  as a free act and deed on
behalf of Avondale Industries, Inc. for the purposes therein set forth.

WITNESSES:
/s/ Jan T. White                                 /s/ Eugene K. Simon, Jr.
-----------------                                ------------------------
/s/ Kim D. Dodgen                                Eugene K. Simon, Jr.
-----------------


SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th  DAY
OF MAY, 1998.

/s/ A. Blomkalns
-----------------
NOTARY PUBLIC

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
Blanche  S.  Barlotta,  who being by me sworn  did  depose  and  state  that she
executed  the  foregoing   Amendment  to  the  Amended  and  Restated   Avondale
Industries,  Inc. Employee Stock Ownership Trust Agreement, as the undersigned's
free act and deed for the purposes therein set forth.


WITNESSES:
/s/ Jan T. White                                 /s/ Blanche S. Barlotta
-----------------                                -----------------------
/s/ Kim D. Dodgen                                Blanche S. Barlotta
-----------------

                                                             



SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th  DAY
OF MAY, 1998.

/s/ A. Blomkalns
-----------------
NOTARY PUBLIC

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
Eugene E. Blanchard, who being by me sworn did depose and state that he executed
the foregoing  Amendment to the Amended and Restated Avondale  Industries,  Inc.
Employee Stock Ownership Trust Agreement, as the undersigned's free act and deed
for the purposes therein set forth.


WITNESSES:
/s/ Jan T. White                                 /s/ Eugene E. Blanchard, Jr.
-----------------                                ----------------------------
/s/ Kim D. Dodgen                                Eugene E. Blanchard
-----------------

                                                              



SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th  DAY
OF MAY, 1998.

/s/ A. Blomkalns
-----------------
NOTARY PUBLIC

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
R. Dean Church,  who being by me sworn did depose and state that he executed the
foregoing  Amendment  to the  Amended and  Restated  Avondale  Industries,  Inc.
Employee Stock Ownership Trust Agreement, as the undersigned's free act and deed
for the purposes therein set forth.


WITNESSES:
/s/ Jan T. White                                 /s/ R. Dean Church
-----------------                                ----------------------------
/s/ Kim D. Dodgen                                R. Dean Church
-----------------

                                               



SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th  DAY
OF MAY, 1998.

/s/ A. Blomkalns
-----------------
NOTARY PUBLIC

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
Rodney  J.  Duhon,  Jr.,  who  being by me sworn did  depose  and state  that he
executed  the  foregoing   Amendment  to  the  Amended  and  Restated   Avondale
Industries,  Inc. Employee Stock Ownership Trust Agreement, as the undersigned's
free act and deed for the purposes therein set forth.


WITNESSES:
/s/ Jan T. White                                 /s/ Rodney J. Duhon, Jr.
-----------------                                ----------------------------
/s/ Kim D. Dodgen                                Rodney J. Duhon, Jr.
-----------------

                                                 



SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th  DAY
OF MAY, 1998.

/s/ A. Blomkalns
-----------------
NOTARY PUBLIC

<PAGE>


                                 ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF ORLEANS

         BEFORE ME, the undersigned Notary Public,  personally came and appeared
Ernest F.  Griffin,  Jr.,  who being by me sworn did  depose  and state  that he
executed  the  foregoing   Amendment  to  the  Amended  and  Restated   Avondale
Industries,  Inc. Employee Stock Ownership Trust Agreement, as the undersigned's
free act and deed for the purposes therein set forth.


WITNESSES:
/s/ Jan T. White                                 /s/ Ernest F. Griffin, Jr.
-----------------                                ----------------------------
/s/ Kim D. Dodgen                                Ernest F. Griffin, Jr.
-----------------

                                                              



SWORN TO AND SUBSCRIBED
BEFORE ME THIS 5th  DAY
OF MAY, 1998.

/s/ A. Blomkalns
-----------------
NOTARY PUBLIC