UNITED STATES
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) August 25, 1997
GULF ISLAND FABRICATION, INC.
(Exact name of registrant as specified in its charter)
Louisiana 0-22303 72-1147390
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
583 Thompson Road, 70363
Houma, Louisiana (Zip Code)
(Address of principal executive
offices)
(504) 872-2100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Item 4.Changes in Registrant's Certifying Accountant.
(a) On August 25, 1997, Gulf Island Fabrication, Inc. (the
"Company") dismissed Price Waterhouse LLP ("Price Waterhouse") as
independent accountants. The decision to change the Company's
independent accountants was recommended by the Audit Committee
(the "Audit Committee") of the Board of Directors and approved by
the Board of Directors.
The Price Waterhouse reports on the Company's financial
statements for the two fiscal years ended December 31, 1995 and
1996 contained no adverse opinion or disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope, or
accounting principle.
In connection with its audits for the two most recent fiscal
years ended December 31, 1995 and 1996 and through August 24,
1997, there have been no disagreements with Price Waterhouse on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Price
Waterhouse, would have caused them to make reference thereto in
their report on the financial statements for the years ended
December 31, 1995 and 1996.
During the Company's two most recent fiscal years ended
December 31, 1995 and 1996 and through August 24, 1997, there
have been no "reportable events" (as defined in Regulation S-K
Item 304(a)(1)(v)).
The Company has requested that Price Waterhouse furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the preceding statements.
A copy of the letter from Price Waterhouse dated August 28, 1997
is filed as Exhibit 16 to this Form 8-K.
(b) Effective August 25, 1997, the Company engaged Ernst &
Young LLP ("Ernst & Young") as the principal accountant to audit
the financial statements of the Company. The decision to engage
Ernst & Young was recommended by the Audit Committee and approved
by the Board of Directors. During the two fiscal years ended
December 31, 1996 and the subsequent interim period preceding
such engagement, neither the Company nor anyone on its behalf
consulted Ernst & Young regarding either the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements, nor did Ernst &
Young provide to the Company a written report or oral advice
regarding such principles or audit opinion.
Item 7.Financial Statements and Exhibits.
(c) Exhibits.
16 Letter from Price Waterhouse LLP re change in
certifying accountant
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.
GULF ISLAND FABRICATION, INC.
By:/s/Jospeh P. Gallagher, III
---------------------------
Joseph P. Gallagher, III
Vice President - Finance
Date: August 28, 1997
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description of Exhibit Page
16 Letter from Price Waterhouse LLP re change
in certifying accountant
[Price Waterhouse LLP Stationery]
August 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Gulf Island Fabrication, Inc.'s Form 8-K
dated August 28, 1997 and are in agreement with the statments
contained in paragraph 4(a) therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
