AVONDALE INDUSTRIES INC
8-K, 1999-07-07
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) July 6, 1999


                          AVONDALE INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


            Louisiana                0-16572                39-1097012
(State or other jurisdiction  (Commission File Number)   (IRS Employer
       of incorporation)                                Identification No.)


       P.O. Box 50280, New Orleans, Louisiana                 70816
      (Address of principal executive offices)              (Zip Code)



                              (504) 436-2121
             (Registrant's telephone number, including area code)


                              Not Applicable
        (Former name or former address, if changed since last report.)


<PAGE>
ITEM 5.   OTHER EVENTS

     On  July  6,  1999, Avondale Industries, Inc. issued the press release
     filed  herewith  as  Exhibit  99.1  announcing  that the Federal Trade
     Commission granted early termination  of the pre-merger waiting period
     under   the  Hart-Scott-Rodino  Antitrust  Improvements  Act  of  1976
     relating  to  the  proposed merger of Avondale with Litton Industries,
     Inc.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          99.1 Press release issued by the Registrant on July 6, 1999.




<PAGE>
                            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 hereunto duly authorized.

                         AVONDALE INDUSTRIES, INC.



                         By:  /S/ THOMAS M. KITCHEN
                              Thomas M. Kitchen
                              Vice President and Chief Financial Officer

Dated:    July 6, 1999.



[Avondale Industries, Inc. Letterhead]

          IMMEDIATELY - July 6, 1999

          Thomas M. Kitchen:     (504) 436-5237
          Eugene K. Simon, Jr.:   (504) 436-5664

          AVONDALE/LITTON RECEIVE  EARLY TERMINATION OF  HART-SCOTT-RODINO
          WAITING PERIOD


NEW  ORLEANS,  LOUISIANA  -  Avondale  Industries,  Inc.  (NASDAQ/NMS-AVDL)
announced today that on Friday, July 2, 1999, the Federal Trade  Commission
granted  early  termination  of  the  pre-merger  waiting  period under the
Hart-Scott-Rodino  Act  relating  to  the proposed merger of Avondale  with
Litton Industries, Inc.

The  acquisition  is subject to approval  by  Avondale  shareholders  at  a
special  shareholders  meeting  scheduled  for  July  27,  1999  and  other
customary  closing  conditions.  The merger is anticipated to close shortly
afterwards.

Avondale Industries,  Inc.  based in metro New Orleans, designs, builds and
overhauls ships for the U.S.  Navy,  the  U.S.  Coast  Guard and commercial
customers.

Litton is a leader in worldwide technology markets for advanced electronic,
defense  and information systems, and is a major designer  and  builder  of
surface combatant ships for the U.S. Navy and allied nations.



                                   ####




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