GULF ISLAND FABRICATION INC
10-Q, 1997-08-14
FABRICATED STRUCTURAL METAL PRODUCTS
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549




                                FORM 10-Q


       [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended June 30, 1997

                                    OR

       [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

     For the transition period from _______________ to _______________


                      Commission File Number 0-22303


                        GULF ISLAND FABRICATION, INC.
            (Exact Name of Registrant as Specified in its Charter)


        LOUISIANA                                       72-1147390
(State or Other Jurisdiction of             (I.R.S.Employer Identification No.)
Incorporation or Organization)

      583 THOMPSON ROAD,
       HOUMA, LOUISIANA                                  70363
(Address of Principal Executive Offices)               (Zip Code)

                              (504) 872-2100
              Registrant's Telephone Number, Including Area Code


    Indicate  by check mark whether the Registrant (1) has filed all reports
required to be filed  by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding  12  months  (or  for  such  shorter period that the
Registrant  was required to file such reports), and (2) has  been  subject  to
such filing requirements for the past 90 days.

                              Yes     X    No




As of August  11,  1997,  there were 5,800,000  shares of common stock, no par
value, outstanding.
                                    
                                    
                         GULF ISLAND FABRICATION, INC.

                                   INDEX


                                                                          Page

Part I.         Financial Information

      Item 1.   Financial Statements

                Consolidated Balance Sheets -
                December 31, 1996 and June 30, 1997                           1

                Consolidated Statements of Income -
                Three and Six Months Ended June 30, 1996 and June 30, 1997    2
                
                Consolidated Statements of Changes in Shareholders' Equity -
                Three and Six Months Ended June 30, 1997                      3

                Consolidated Statements of Cash Flows -
                Three and Six Months Ended June 30, 1996 and June 30, 1997    4

                Notes to the Consolidated Financial Statements                5

      Item 2.   Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                    8

Part II.       Other Information                                             12


      Item 4.     Submission of Matters to a Vote of Security Holders        12
            

      Item 5.     Other Information                                          12

      Item 6.     Exhibits and Reports on Form 8-K                           12
            




                      
                      PART I. FINANCIAL INFORMATION                       

Item 1. Financial statements

                      
                      GULF ISLAND FABRICATION, INC.
                       CONSOLIDATED BALANCE SHEET
                    (in thousands, except share data)


                                                        
                                                   December 31,    June 30,  
                                                       1996          1997

ASSETS

Current assets:
  Cash                                              $   1,357   $    4,302
  Contracts receivable, net                            11,674       24,536
  Contract retainage                                    1,806          998
  Costs and estimated earnings in excess of
   billings on uncompleted contracts                    1,306        3,326
  Prepaid expenses                                        500          695
  Inventory                                             1,113        1,396

   Total current assets                                17,756       35,253

Property,  plant and equipment, net                    17,735       26,994

Other assets                                              418          428

                                                    $  35,909   $   62,675

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                  $   1,081   $    6,148
  Billings in excess of costs and estimated earnings
   on uncompleted contracts                             2,205        4,587
  Accrued employee costs                                1,903        2,417
  Accrued expenses                                      1,036        2,336
  Income taxes payable                                     -         1,976
  Current portion of notes payable                        530          135

   Total current liabilities                            6,755       17,599

Deferred income taxes (Note 3)                             -         1,144
Notes payable, less current portion                     5,657          -

   Total liabilities                                   12,412       18,743

Commitments and contingent liabilities (Note 6)

Shareholders' equity (Note 5):
  Preferred stock, no par value, 5,000,000 shares
   authorized, no shares issued and outstanding             -        -
  Common stock, no par value, 20,000,000 shares
   authorized, 3,500,000 and 5,800,000 shares
   issued and outstanding                               1,000        4,133
  Additional paid-in capital                            6,670       34,865
  Retained earnings                                    15,827        4,934
   Total shareholders' equity                          23,497       43,932

                                                     $ 35,909   $   62,675
              


                         GULF ISLAND FABRICATION, INC.
                 CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                     (in thousands, except per share data)

<TABLE>
<CAPTION>

                                         Three months ended            Six months ended
                                              June 30,                      June 30,
<S>                                  <C>           <C>           <C>           <C>
                                         1996          1997           1996         1997

Revenue                              $   21,704    $   35,023    $    41,208   $   65,247

Costs of revenue                         19,078        28,599         37,236       53,958

Gross profit                              2,626         6,424          3,972       11,289

General and administrative
 expenses                                   488         1,144          1,000        2,146

Operating income                          2,138         5,280          2,972        9,143

Interest expense, net                       141            39            193          275
Income before provision for
 income taxes                             1,997         5,241          2,779        8,868

Provision for income taxes:
 Current provision                         -            1,976            -          1,976
 Cumulative deferred provision             -            1,144            -          1,144

Net income                           $    1,997    $    2,121   $      2,779   $    5,748

Pro forma data (Note 3):
 Income before provision for
   income taxes, reported above      $    1,997    $    5,241   $      2,779   $    8,868
 Current provision                        -             1,976            -          1,976
 Pro forma provision for income
   taxes related to operations as        
   S Corporation                            759           -            1,056        1,379

Pro forma net income                 $    1,238    $    3,265   $      1,723   $    5,513

Pro forma per share data (Note 4):
 Pro forma net income per share      $     0.32          0.57           0.44   $     1.14

Pro forma weighted average
 common shares                        3,927,000     5,732,000      3,927,000    4,835,000
        
        
</TABLE>

                      GULF ISLAND FABRICATION, INC.
        CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                               (UNAUDITED)
                    (in thousands, except share data)

<TABLE>
                      
                                  
<S>                            <C>           <C>       <C>         <C>          <C>
                               Common        Common    Additional               Total
                               Stock         Stock     Paid-In     Retained
                               Shares        Amount    Capital     Earnings
                               ---------     -------   ----------  ---------
Balance at December 31, 1996   3,500,000     $ 1,000   $  6,670    $  15,827    $   23,497

Net proceeds from issuance of
common stock                   2,300,000     $ 3,133   $ 28,195         -       $   31,328

Dividends paid                      -            -         -       $ (16,641)   $  (16,641)

Net income                          -            -         -       $   5,748    $    5,748

Balance at June 30, 1997       5,800,000     $ 4,133   $ 34,865    $   4,934    $   43,932
                                                                 
</TABLE>                  

                      GULF ISLAND FABRICATION, INC
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                              (UNAUDITED)
                            (in thousands)
                                                                        
<TABLE>
<CAPTION>

                                             Three months ended         Six Months ended
                                                 June 30,                   June 30,
<S>                                          <C>         <C>         <C>          <C>
                                             1996        1997        1996         1997

Cash flows from operating activities:
 Cash received from customers                $ 18,839    $ 34,250    $   33,320   $   58,112
 Cash paid to suppliers and employees         (18,659)    (29,347)      (33,016)     (49,926)
 Interest paid                                   (145)        (37)         (192)        (273)

   Net cash provided by operating
    activities                                     35       4,866           112        7,913

Cash flows from investing activities:
 Capital expenditures, net                     (3,307)     (1,818)       (5,083)      (7,481)
 Payment for purchase of Dolphin
   Services, net of cash acquired                   -          -            -         (5,803)
 Proceeds from cash surrender value
   of insurance policy                              -          -            -            253

Net cash used in investing activities          (3,307)     (1,818)       (5,083)     (13,031)

Cash flows from financing activities:
 Proceeds from issuance of notes payable        7,698      19,400        14,098       41,900
 Principal payments on notes payable           (4,033)    (36,027)      (10,110)     (48,524)
 Net proceeds from initial public offering       -         31,471           -         31,471
 Dividends paid                                  (313)    (14,000)         (910)     (16,641)
 Payment of costs associated with initial
   public offering                                 -          -            -            (143)

Net cash provided by financing activities       3,352         844         3,078        8,063

Net increase (decrease) in cash                    80       3,892        (1,893)       2,945

Cash at beginning of period                       111         410         2,084        1,357

Cash at end of period                             191       4,302           191        4,302

Reconciliation of net income to net cash
 provided by operating activities:

Net income                                      1,997       2,121         2,779        5,748

Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation                                   348         692           686        1,339
   Decrease in contracts receivable              (473)     (1,928)       (9,930)      (8,065)
   (Increase) decrease in contract retainage      208        (357)          123        1,001
   Decrease in costs and estimated earnings
    in excess of billings on  uncompleted
    contracts                                    (658)     (1,718)         (339)      (1,964)
   (Increase) decrease in prepaid expenses
    and other assets                             (250)        254          (131)         679
   Decrease in inventory                           -         (104)           -            (6)
   Increase (decrease) in accounts payable
    and accrued expenses                          805        (361)        4,666        4,620
   Decrease in other liabilities                   -          -              -            -
   Increase in deferred taxes                      -        1,144            -         1,144
   Increase in income taxes payable                -        1,892            -         1,523
   Increase (decrease) in billings in excess                                           
    of costs and estimated earnings on
    uncompleted contracts                      (1,942)      3,231         2,258        1,894

Net cash provided by operating activities    $     35    $  4,866    $      112     $  7,913

</TABLE>
                      
                      GULF ISLAND FABRICATION, INC.

             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING PRINCIPLES

The consolidated financial statements include the accounts of Gulf Island
Fabrication, Inc. and its wholly-owned subsidiaries (the "Company").  The
Company, located in Houma, Louisiana, is engaged  in  the fabrication and
refurbishment of offshore oil and gas platforms for oil  and gas industry
companies.   The  Company's  principal  markets are concentrated  in  the
offshore regions of the Gulf of Mexico.

On  January  2,  1997, the Company acquired  all  outstanding  shares  of
Dolphin Services,  Inc.,  Dolphin  Steel Sales Inc. and Dolphin Sales and
Rentals  Inc.  for  $5.9  million.   The  acquired  corporations  perform
fabrication, sandblasting, painting and construction for offshore oil and
gas platforms in inland and offshore regions  of the coast of the Gulf of
Mexico.  On April 30, 1997, Dolphin Steel Sales,  Inc.  and Dolphin Sales
and  Rentals,  Inc.  merged  into  Dolphin  Services,  Inc.   The   three
corporations   are  referred  to  hereinafter  collectively  as  "Dolphin
Services" (See Note 2.)

On February 13,  1997,  the  Board of Directors approved the filing of an
initial registration statement  on  Form  S-1  with  the  Securities  and
Exchange  commission  to  register  and sell 2.3 million shares of common
stock.  Shortly before the closing of  the offering on April 9, 1997, the
Company's current shareholders elected to  terminate  its  status as an S
Corporation,  and  the  Company  has become subject to federal and  state
income taxes. (See Note 3.)

The information presented for June  30,  1997 and for the three-month and
six-month  periods  then ended, is unaudited.   In  the  opinion  of  the
Company's management,  the  accompanying  unaudited  financial statements
contain  all  adjustments  (consisting  of normal recurring  adjustments)
which the Company considers necessary for  the  fair  presentation of the
Company's financial position as of June 30, 1997 and the  results  of its
operations  and  its cash flows for the three-month and six-month periods
ending June 30, 1996 and 1997.

In the opinion of  management,  the  financial statements included herein
have  been  prepared  in accordance with  generally  accepted  accounting
principles and the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly, certain  information and disclosures normally included
in financial statements have  been condensed or omitted.  These financial
statements  should  be read in conjunction  with  the  Company's  audited
financial statements  for  the  year  ended December 31, 1996, which were
included  as part of the Company's Registration  Statement  on  Form  S-1
(Registration No. 333-21863), as declared effective by the Securities and
Exchange Commission on April 3, 1997.

The results  of  operations  for  the three and six months ended June 30,
1997 are not necessarily indicative  of  the results that may be expected
for the year ending December 31, 1997.

NOTE 2 - ACQUISITION OF DOLPHIN SERVICES

On  January  2,  1997,  the Company acquired all  outstanding  shares  of
Dolphin Services for $5.9  million which was financed by borrowings under
the Company's line of credit.   The  acquisition  was accounted for under
the  purchase  method  of  accounting.   Accordingly, the  operations  of
Dolphin Services are included in the Company's operations from January 2,
1997.   Assuming  the acquisition of Dolphin  Services  had  occurred  on
January 1, 1996, pro forma revenue and pro forma net income for the three
months and six months  ended  June 30, 1996 would have been $27.3 million
and  $1.4 million and $51.4 and  $2.0  million,  including  a  pro  forma
provision  for  income  taxes  assuming  the  Company had operated as a C
Corporation.  Pro forma net income per share for the three months and six
months  ended  June  30, 1996 would have been $.37  and  $.52,  based  on
average common shares outstanding of 3,927,000.

NOTE 3 - TERMINATION OF S CORPORATION STATUS

On April 4, 1997, the  Company's  shareholders  elected  to terminate the
Company's status as an S Corporation, and the Company became  subject  to
federal and state income taxes.  In conjunction with the termination of S
Corporation status, the Company paid a distribution of $14 million to its
current  shareholders  representing  substantially  all  of the Company's
remaining  undistributed S Corporation earnings through  April  4,  1997.
The S Corporation  earnings for the period April 1, 1997 to April 4, 1997
were an immaterial part of the total distribution.

The balance sheet of  the Company as of June 30, 1997 reflects a deferred
income tax liability of  $1.1  million  resulting from the termination of
the S Corporation status. The amount of the  Company's  retained earnings
represents  primarily the C Corporation earnings prior to  the  Company's
election of subchapter  S Corporation status in 1989 and earnings for the
three months ended June 30, 1997.

The  pro  forma  income statement  presentation  reflects  an  additional
provision for income  taxes as if the Company had been subject to federal
and state income taxes  since  January 1, 1996 using an assumed effective
tax rate of approximately 38%.

NOTE 4 - PRO FORMA PER SHARE DATA

Pro forma per share data for the  three  and six month periods ended June
30, 1997 consists of the Company's historical income, adjusted to reflect
income taxes as if the Company had operated as a C Corporation for all of
the periods ended June 30, 1997.  This calculation excludes the charge of
$1,144,000 related to cumulative deferred  income  taxes  resulting  from
conversion  to  a  C  Corporation on April 4, 1997.  The weighted average
share calculations included  the  assumed  issuance  of additional shares
sufficient to pay the distributions to shareholders, to  the  extent such
distributions exceeded net income for the year ended December 31, 1996.

The Company used proceeds received from its public offering to  repay all
outstanding  debt  at the time of the offering.  Accordingly, the Company
has calculated a pro forma supplemental net income per share of $1.07 for
the six months ended  June  30,  1997 (effect immaterial for three months
ended  June 30, 1997).  The supplemental  amount  is  calculated  by  (a)
dividing the pro forma net income, increased by the interest expense, net
of tax,  on  the debt extinguished, by (b) average shares outstanding, as
increased to reflect the assumed issuance of sufficient additional shares
to retire the  debt  calculated  based  on the date of issue of the debt.
All such additional shares are assumed to be issued at the offering price
of $15 per share, net of offering expenses.

NOTE 5 - SHAREHOLDERS' EQUITY

On  April  3,  1997, the Company's Registration  Statement  on  Form  S-1
(Registration No. 333-21863) was declared effective by the Securities and
Exchange Commission.   On  April  9,  1997,  the Company sold 2.3 million
common  shares  pursuant  to the registration statement,  increasing  the
total  shares outstanding to  5.8  million.   The  Company  received  net
proceeds from the sale of $31.3 million.

NOTE 6 - COMMITMENTS AND CONTINGENT LIABILITIES

The Company is one of four defendants in a lawsuit in which the plaintiff
claims that  the  Company  improperly  installed certain attachments to a
jacket that it had fabricated for the plaintiff.   The  plaintiff,  which
has recovered most of its out-of-pocket losses from its insurer, seeks to
recover  the remainder of its claimed out-of-pocket losses (approximately
$1 million)  and  approximately  $63 million for punitive damages and for
economic losses which it alleges resulted  from  the delay in oil and gas
production  that was caused by these events.  The Company  is  vigorously
contesting the plaintiff's claims and, based on the Company's analysis of
those claims,  the  Company's  defenses  thereto, and the Court's rulings
received  to  date,  the Company believes that  its  liability  for  such
claims, if any, will not  be material to its financial position.  In view
of the uncertainties inherent in litigation, however, no assurance can be
given as to the ultimate outcome of such claims.


The Company is subject to claims  arising  through  the normal conduct of
its  business.   While  the  ultimate  outcome of such claims  cannot  be
determined, management does not expect that  these  matters  will  have a
material   adverse  effect  on  the  financial  position  or  results  of
operations of the Company.

NOTE 7 - SUBSEQUENT EVENT

Subsequent to June 30, 1997, options to purchase 100,000 shares of Common
Stock have been  granted  to employees of the Company under the Long-Term
Incentive Plan.  The option  exercise  price  is equal to the fair market
value of the Common Stock on the date of the grant  and,  accordingly, no
compensation  expense was recognized in connection with the  issuance  of
these options.



Item 2.     Management's Discussion and Analysis of Financial Condition
            And Results of Operations

      This discussion and analysis of financial condition and results of
operations should be read in conjunction with the unaudited consolidated
financial statements and the related disclosures included elsewhere herein
and Management's Discussion and Analysis of Financial Condition and Results
of Operations included as part of the Company's Registration Statement on
Form S-1 (Registration No. 333-21863), as declared effective by the
Securities and Exchange Commission on April 3, 1997.

Results of Operations

      On January 2, 1997, the Company acquired all the outstanding stock of
Dolphin Services, Inc. and its two affiliated corporations (collectively,
"Dolphin Services").  As used hereinafter, unless the context requires
otherwise, the term "Company" refers to the Company and Dolphin Services on
a consolidated basis, the term "Parent" refers to the Company only and the
term "Subsidiary" refers to Dolphin Services only.  The Statement of Income
included in the unaudited financial statements presents the results of
operations of the Company for the second quarter and six months ended June
30, 1997, compared to the results of operations of the Parent for the second
quarter and six months ended June 30,1996.

      The Company's revenues for the second quarter and six months ended
June 30, 1997, were $35.0 million ($29.0 million for the Parent) and $65.2
million ($51.6 million for the Parent), respectively, an increase of 61.3%
and 58.3% compared to $21.7 million and $41.2 million in revenues for the
Parent for the second quarter and six months ended June 30, 1996.  The high
activity levels in the oil industry during 1997 caused increased demand and
thus upward pressure on the pricing of the Company's goods and services.  In
addition, the on-going labor recruiting and retention efforts at the Company
generated an increase in the volume of direct labor hours applied to
contracts for the second quarter and six months ended June 30, 1997,
respectively, over the comparable periods in 1996.

The increased volume and strong pricing enabled the Company to produce gross
profit of $6.4 million (18.3% of sales) and $11.3 million (17.3% of sales)
for the second quarter and six months ended June 30, 1997, respectively,
compared to the $2.6 million (12.1% of sales) and $4.0 million (9.6% of
sales) of gross profit, respectively, for the Parent, for the second quarter
and six months ended June 30, 1996.

      Depreciation in Costs of Revenue for the Company for the second
quarter and six months ended June 30, 1997 was $655,000 and $1.3 million,
respectively, an increase of $324,000 and $606,000, compared to the $331,000
and $661,000 in depreciation for the Parent for the second quarter and six 
months ended June 30, 1996.  The on-going purchase of equipment and facilities
expansion and improvements at the Parent contributed $214,000 and $394,000,
respectively, of this increase, and the remaining $110,000 and $212,000
increase was generated by the newly acquired Subsidiary.

      The Company's selling, general, and administrative (S,G, & A) expenses
were $1.1 million and $2.1 million respectively for the second quarter and
six months ended June 30, 1997, compared to $488,000 and $1.0 million,
respectively, for the Parent for the second quarter and six months ended
June 30, 1996.  This increase of $656,000 and $1.1 million, respectively,
for the second quarter and six-month periods were caused by the following:
(a) $304,000 and $598,000, respectively, are due to the additional S,G, & A
costs of the Subsidiary (b) $200,000 and $300,000, respectively, were due to
the greater accrual of performance-based employee incentives at the Parent
which resulted from increased profits for the second quarter and six months
ended June 30, 1997, and (c) $152,000 and $249,000, respectively, were due
to the additional costs associated with increased production levels and the
reporting requirements of a public company for 1997.

      The Company's interest expense decreased to $39,000 for the second
quarter of 1997 compared to $141,000 for the second quarter of 1996, but
increased to $275,000 for the first six months of 1997 compared to $193,000
for the first six months of 1996.  Weighted average borrowings of the first
quarter of 1997 were high and, as a result of the use of the net proceeds
from the Company's initial public offering, the weighted average borrowings
of the second quarter of 1997 were low, in comparison to the same periods in
1996.

      The Company converted to C Corporation status on April 4, 1997.  Pro
forma provision for income taxes and pro forma net income give effect to
federal and state income taxes as if all entities presented had been taxed
as C corporations during all the periods presented of both 1996 and 1997.
Pro forma net income excludes the non-recurring charge of $1.1 million to
record the cumulative deferred income tax provision upon the election on
April 4, 1997 to convert from S corporation status to C corporation status.
(See Note 3 to the Financial Statements appearing elsewhere in this report).


Liquidity and Capital Resources

      The Company completed its initial public offering on April 9, 1997 in
which it sold 2.3 million shares of common stock for net proceeds of $31.3
million after underwriting discounts and other costs of $3.2 million.  Of
the net proceeds, the Company used $31.1 million to repay all of the
indebtedness outstanding under the Company's bank credit facility.  The
balance of the proceeds was used by the Company as additional working
capital.

      Historically the Company has funded its business activities through
funds generated from operations and borrowings under its bank credit
facility.  Net cash provided by operations was $7.9 million for the six
months ended June 30, 1997, primarily attributable to cash received from
customers related to increased sales.  Net cash used in investing activities
for the six months ended June 30, 1997 was $13.0 million, related to the
$5.9 million purchase of Dolphin Services and $7.5 million of capital
expenditures.  The Company's capital expenditures were for improvements to
its production facilities and for equipment designed to increase the
capacity of its facilities and the productivity of its labor force.  During
the six months ended June 30, 1997, the Company purchased two new Manitowoc
Model M250 cranes, a used American Model 5300 crane, installed construction
skidways, and acquired various other fabrication equipment and facilities.

      Net cash provided by financing activities of $8.1 million for the six
months ended June 30, 1997 represented the net proceeds of $31.3 million of
the initial public offering offset by $16.6 million of dividends paid to
shareholders in connection with the termination of the Company's S
corporation status prior to the initial public offering, and $6.6 million
net payments of notes payable under the bank credit facility.

      The Company's bank credit facility currently provides for a revolving
line of credit (the "Revolver") of up to $20.0 million which bears interest
equal to, at the Company's option, the prime lending rate established by
Citibank, N.A. or LIBOR plus 11/2%.  The Revolver matures December 31, 1999
and is secured by a mortgage on the Company's real estate, equipment and
fixtures, and by the stock of Dolphin Services.  As additional security the
Company has caused Dolphin Services to guarantee the Company's obligations
under the Revolver.  At June 30, 1997 there were no borrowings outstanding
under the credit facility.

      Capital expenditures for the remaining six months of 1997 are
estimated to be approximately $8.6 million, including the purchase of three
new Manitowoc Model 888 crawler cranes, expansion of the main yard
fabrication shop, expansion of the West Yard fabrication area and various
other fabrication equipment purchases and facility expansion.  Management
believes that its available funds, cash generated by operating activities
and funds available under the Revolver will be sufficient to fund these
capital expenditures and its working capital needs.  However, the Company
may expand its operations through acquisitions in the future, which may
require additional equity or debt financing.


                             PART II.  OTHER INFORMATION

          Item 4.   Submission of Matters to a Vote of Security Holders

               Effective April 4, 1997, prior to the sale  of shares by the
          Company   in   connection   with  its  initial  public  offering,
          shareholders holding, in the aggregate, 3,169,600 (90.56%) of the
          then outstanding shares of common stock of the Company executed a
          written consent to the election  by  the Company to terminate the
          status of the Company as an S-corporation for purposes of Section
          1362(d)(1)(D) of the Internal Revenue Code of 1986,  as  amended.
          In connection with the termination of the Company's status  as an 
          S-corporation, shareholders holding all of the Company's 3,500,000
          outstanding shares of common stock executed  during  April 1997 a 
          consent pursuant to Section 1362(e)(3)(B) of the Internal Revenue
          Code of 1986, as amended,  electing  to  cause  the  books of the 
          Company to be closed as of April 4, 1997 in order to allocate, for 
          federal income tax purposes, the taxable income of the Company for 
          the period January 1, 1997 through April 4, 1997  solely to those 
          persons who were shareholders during that period.
               
               No shares were held of record by  nominees and there were no
          broker non-votes with respect to the matters described above.

          Item 5.   Other Information

               On July 24, 1997 the Company announced  its  second quarter,
          1997 earnings and related matters.  Such matters are described in
          the press release attached hereto as Exhibit 99.1.

          Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits.

               27.1 Financial data schedule.

               99.1 Press  release issued by the Company on July  24,  1997
                    announcing   its  second  quarter,  1997  earnings  and
                    related matters.

               (b)  The Company filed  no  reports  on  Form 8-K during the
          quarter for which this report is filed.


                                        

                                      SIGNATURES

               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/ Joseph P. Gallagher, III

                                                Joseph P. Gallagher, III
                                                Vice President- Finance
                                             (Principal Financial Officer 
                                             and Duly Authorized Officer)

          Date: August 14, 1997.




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NEWS RELEASE

For further information contact:

Kerry J. Chauvin                                  Joseph "Duke" Gallagher
Chief Executive Officer                           Chief Financial Officer
(504) 872-2100                                             (504) 872-2100
==============================================================================
FOR IMMEDIATE RELEASE
THURSDAY, JULY 24, 1997



                        GULF ISLAND FABRICATION, INC.
            REPORTS SECOND QUARTER AND YEAR-TO-DATE 1997 EARNINGS


      Houma, LA - Gulf Island Fabrication, Inc. (NASDAQ: GIFI) today
reported pro forma net income of $3.3 million ($.57 per share) on revenue of
$35.0 million for its second quarter ended June 30, 1997, compared to pro
forma net income of $1.2 million ($.32 per share) on revenues of $21.7
million for the second quarter of 1996.  The company completed its initial
public offering on April 9, 1997 in which 2.3 million shares were issued
causing the pro forma weighted average shares outstanding to increase from
3.9 million for the first quarter of 1997 to 5.7 million for the second
quarter of 1997.

      Pro forma net income for the first six months of 1997 was $5.5 million
($1.14 per share) on revenue of $65.2 million, compared to pro forma net
income of $1.7 million ($.44 per share) on revenues of $41.2 million for the
first six months of 1996.

      Pro forma net income gives effect to federal and state income taxes as
if the company had been a C Corporation for tax purposes during all the
periods of 1996 and 1997.  Pro forma net income, excludes the non-recurring
charge of $1.1 million to record the cumulative deferred income tax
provision upon the election on April 4, 1997 to convert from S Corporation
status to C Corporation status.  At June 30, 1997, the consolidated
companies had a revenue backlog of $81.7 million and a labor backlog of 1.2
million manhours remaining to work.

      Kerry Chauvin, Gulf Island Fabrication, Inc.'s president and chief
executive officer noted, "The enhanced performance for 1997 reflects the
company's productivity through innovative programs and capital improvements.
Ongoing recruiting and training programs have enabled the company to
increase its skilled employment levels.  Strong demand for the company's
products resulting from the high activity levels in the oil and gas industry
has enabled the company to improve profit margins."

      Gulf Island Fabrication is a leading fabricator of offshore drilling
and production platforms and other specialized structures used in the
development and production of offshore oil and gas reserves.



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