HALTER MARINE GROUP INC
8-K, 1999-05-28
SHIP & BOAT BUILDING & REPAIRING
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                              ___________________


                                   FORM 8-K


                                CURRENT REPORT


                      PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): MAY 28, 1999



                           HALTER MARINE GROUP, INC.
            (Exact name of registrant as specified in its charter)


          DELAWARE                      1-12159                 72-2656828
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)



      13085 INDUSTRIAL SEAWAY ROAD                              39503
         GULFPORT, MISSISSIPPI
(Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code:  228/896-0029
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ITEM 5.  OTHER EVENTS

    PRESS RELEASE AMENDING EARLIER OUTLOOK FOR THIRD QUARTER FY99 EARNINGS

    On May 27, 1999 the Company issued a press release (the "Press Release")
         confirming that the Company is engaged in discussions with a company
         involved in the oilfield service industry regarding a possible stock-
         for-stock business combination. For additional information, reference
         is made to the Press Release, a copy of which is attached as an exhibit
         hereto.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

    (c)  Exhibits.

         99.1    Press Release of Registrant dated
                 May 27, 1999

                                       2
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                                   SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 28, 1999                       HALTER MARINE GROUP, INC.


                                         By: /S/ RICK S. REES
                                             ----------------------------
                                             Rick S. Rees
                                             Executive Vice President and
                                             As a Duly Authorized Officer
                                             and Chief Financial Officer

                                       3

<PAGE>

                                 EXHIBIT 99.1
<PAGE>

                                 PRESS RELEASE


                                                           For immediate release
                                  Contact: John S. Hastings, Halter Marine Group
                                                                  (228) 897-4987

                          HALTER CONFIRMS DISCUSSIONS

GULFPORT, MS, MAY 27, 1999 -- Halter Marine Group, Inc. (AMEX: HLX) today
confirmed that the company is engaged in discussions with a company involved in
the oilfield service industry regarding a possible stock-for-stock business
combination.

The company emphasized that there can be no assurance that these discussions
will result in a transaction.  The company further emphasized that if a
transaction were to occur, there can be no assurance that it would be at a
premium over current market prices.

The company further stated that it will issue no additional comment until the
discussions are either terminated or completed.

Halter Marine Group, Inc. is the world's foremost provider of design,
construction, repair and conversion services for vessels, offshore drilling rigs
and engineered products serving the offshore energy industry. Its vessel segment
is also a leading provider of small to medium-sized ocean-going vessels for
government/military and commercial markets. Halter Marine Group, Inc. meets its
customer requirements through multiple domestic production facilities and
international ventures, a domestic workforce of approximately 7,500 skilled
craftsmen, engineers and administrative personnel, and a reputation for quality
and performance that is unsurpassed.

Certain statements (other than statements of historical fact) contained in this
announcement are forward-looking statements.  Forward-looking statements are
generally accompanied by words such as "anticipate," "believe," "estimate" or
"expect" or similar statements.  Although Halter Marine Group, Inc. believes
that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove correct.
All forward-looking statements in this announcement are expressly qualified in
their entirety by the cautionary statements in this paragraph.

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