Registration No.                  
                                                                        

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                         ____________________

                               FORM S-8

                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

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

  Delaware                                      75-2656828   
(State or other                                (I.R.S. Employer 
jurisdiction of                                Identification No.)
incorporation)

       13085 Industrial Seaway Road, Gulfport, Mississippi 39503
     (Address of principal executive offices, including zip code)


            HALTER MARINE GROUP, INC. AMENDED AND RESTATED
                  1996 STOCK OPTION AND INCENTIVE PLAN
                         (Full Title of Plan)

                            John Dane, III
            Chairman, President and Chief Executive Officer
                       Halter Marine Group, Inc.
                     13085 Industrial Seaway Road
                      Gulfport, Mississippi 39503
                             (601)896-0029
       (Name, address and telephone number of Agent for Service)

                    CALCULATION OF REGISTRATION FEE
                                                                        
                                Proposed       Proposed       
 Title of                       Maximum        Maximum
Securities         Amount       Offering       Aggregate      Amount of
  to be            to be        Price Per      Offering       Registra-
Registered       Registered     Share(1)       Price(1)       tion Fee
                                                                       
Common Stock,    2,400,000
$0.01 par         Shares         $40.66        $97,584,000    $29,570.91
value.
Preferred
Share
Purchase
Rights(2)
                                                                       
       (1) Estimated solely for the purposes of calculating the
registration fee, based on the average of the high and low prices as
reported on the American Stock Exchange on September 15, 1997.
       (2)  The Rights to purchase Series A Junior Participating
Preferred Stock will be attached to and will trade with shares of the
Common Stock of the Company.

<PAGE>

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be filed with the Securities and Exchange
Commission.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by reference herein: 

     (a)  The Annual Report on Form 10-K of Halter Marine Group,
          Inc. (the "Corporation") filed with the Securities and
          Exchange Commission for the fiscal year ended March 31,
          1997;

     (b)  The Corporation's Quarterly Report on Form 10-Q filed
          with the Securites and Exchange Commission for the
          quarter ended June 30, 1997.

     (c)  The Corporation's Current Reports on Form 8-K filed with
          the Securites and Exchange Commission dated April 4,
          1997, as amended, July 24, 1997, August 26, 1997,
          September 10, 1997 and September 15, 1997.

     (d)  The description of Series A Junior Participating
          Preferred Stock (including a description of the Company's
          Common Stock) contained in Amendment No. 3 to
          Registration Statement on Form S-1, (Registration No.
          333-6967) filed by the Corporation with the Securities
          and Exchange Commission on September 23, 1996.

     All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

     Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                                2
<PAGE>

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the offered shares will be passed upon by
Joseph J. French, Esquire of Joe French & Associates, P.C.  Mr.
French is a shareholder of the Corporation.

Item 6.   Indemnification of Directors and Officers.

     Pursuant to Section 102 of the General Corporation Law of
Delaware, the Corporation has adopted a provision in its Restated
Certificate of Incorporation eliminating the personal liability of
its directors for monetary damages to the Corporation and its
stockholders for any breach of their fiduciary duties as directors
of the Corporation, except for their liability due to (1) breach of
loyalty to the Corporation, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (3) any transaction from which the director derived an
improper personal benefit or (4) any payment of unlawful dividends
or an unlawful stock repurchase or redemption.

     Section 145 of the Delaware General Corporation Law permits a
Delaware corporation to indemnify any person who is or was a party
to any actual or threatened legal action, whether criminal, civil,
administrative or investigative because of his or her service as an
officer, director or agent of the corporation against expenses,
judgments, fines and settlement payments reasonably and actually
incurred by him or her in connection with such proceeding, if he
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe was unlawful, except that, with respect
to any legal action by or in the right of the corporation itself,
an officer, director or agent of the corporation only is entitled
to indemnification for expenses actually and reasonably incurred. 


     Section 6.1 of the Corporation's Bylaws provides that the
Corporation shall indemnify its officers, directors, employees, and
agents (and their heirs and legal representatives) to the full
extent permitted by Delaware law.

     Insurance is maintained for each director and officer of the
Corporation covering certain losses he may incur which arise by
reason of his being a director or officer of the Corporation or a
subsidiary corporation, partnership, joint venture, trust or other
enterprise.

                                 3
<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The Exhibits are listed in the Exhibit Index immediately
preceding the Exhibits.

Item 9.   Undertakings.

     (a)  The undersigned Corporation hereby undertakes:

          (1)  To file, during any period in which offers or sales
               are being made, a post-effective amendment to this
               registration statement:

               (i)    To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in
               the information set forth in the registration
               statement;

               (iii)  To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the
               registration statement;

               Provided, however, that paragraphs (a)(1)(i) and
               (a)(1)(ii) do not apply if the registration 
               statement is on Form S-3 or Form S-8 and the
               information required to be included in a post-
               effective amendment by those paragraphs is
               contained in periodic reports filed by the
               Registrant pursuant to Section 13 or Section 15(d)
               of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration
               statement.

          (2)  That for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering thereof.

                                4
<PAGE>

          (3)  To remove from registration by means of a post-
               effective amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act
     of 1933, each filing of the Registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section
     15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.  

     (c)  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Registrant pursuant to
     the foregoing provisions, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer
     or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in
     the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it
     is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.







                                 5
<PAGE>

                          SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Gulfport, State of Mississippi, on September 18, 1997.


                              Halter Marine Group, Inc.


                              By:  /s/ John Dane, III          
                                   John Dane, III
                                   Chairman, President and
                                   Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on September 18, 1997.


     SIGNATURE                          TITLE


/s/ John Dane, III            Chairman of the Board, President
(John Dane, III)              and Chief Executive Officer
                              (Principal Executive Officer)

/s/ Keith L. Voigts           Sr. Vice President of Finance and
(Keith L. Voigts)             Chief Financial Officer
                              (Principal Accounting and
                              Financial Officer)


Angus R. Cooper, II*          Burt H. Keenan*                  
(Angus R. Cooper, II)         (Burt H. Keenan)
Director                      Director


Kenneth W. Lewis*             Daniel J. Mortimer*              
(Kenneth W. Lewis)            (Daniel J. Mortimer)
Director                      Director


Rick S. Rees*             
(Rick S. Rees)
Director

*BY: /s/ John Dane, III       
     John Dane, III
     (Attorney-In-Fact)

                                6
<PAGE>

                        INDEX TO EXHIBITS




Exhibit   Incorporated by     Description             Sequentially
No.       Reference                                   Numbered Page

 5        Filed herewith.     Opinion of Joe French          8
                              & Associates, P.C., as
                              to the legality of the
                              securities being
                              registered.

23.1      Filed herewith.     Consent of Joe French         10
                              & Associates, P.C. is
                              contained in the
                              opinion filed as
                              Exhibit 5 hereto.

23.2      Filed herewith.     Consent of Ernst &            12
                              Young.

24        Filed herewith.     Powers of Attorney.           14





                                7
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{"company-data": {"conformed-name": "HALTER MARINE GROUP INC", "cik": "0001017646", "assigned-sic": "3730", "irs-number": "752656828", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35975", "film-number": "97682944"}, "business-address": {"street1": "13085 INDUSTRIAL SEAWAY", "city": "GULFPORT", "state": "MS", "zip": "39503"}, "mail-address": {"street1": "13085 INDUSTRIAL SEAWAY", "city": "GULFPORT", "state": "MS", "zip": "39503"}}
Registration No.                  
                                                                        

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                         ____________________

                               FORM S-8

                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933

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

  Delaware                                      75-2656828   
(State or other                                (I.R.S. Employer 
jurisdiction of                                Identification No.)
incorporation)

       13085 Industrial Seaway Road, Gulfport, Mississippi 39503
     (Address of principal executive offices, including zip code)

            HALTER MARINE GROUP, INC. AMENDED AND RESTATED
                  1996 STOCK OPTION AND INCENTIVE PLAN
                         (Full Title of Plan)

                            John Dane, III
            Chairman, President and Chief Executive Officer
                       Halter Marine Group, Inc.
                     13085 Industrial Seaway Road
                      Gulfport, Mississippi 39503
                             (601)896-0029
       (Name, address and telephone number of Agent for Service)

                    CALCULATION OF REGISTRATION FEE
                                                                        
                                Proposed       Proposed       
 Title of                       Maximum        Maximum
Securities         Amount       Offering       Aggregate      Amount of
  to be            to be        Price Per      Offering       Registra-
Registered       Registered     Share(1)       Price(1)       tion Fee
                                                                       
Common Stock,    2,400,000
$0.01 par         Shares         $40.66        $97,584,000    $29,570.91
value.
Preferred
Share
Purchase
Rights(2)
                                                                       
       (1) Estimated solely for the purposes of calculating the
registration fee, based on the average of the high and low prices as
reported on the American Stock Exchange on September 15, 1997.
       (2)  The Rights to purchase Series A Junior Participating
Preferred Stock will be attached to and will trade with shares of the
Common Stock of the Company.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Not required to be filed with the Securities and Exchange
Commission.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by reference herein: 

     (a)  The Annual Report on Form 10-K of Halter Marine Group,
          Inc. (the "Corporation") filed with the Securities and
          Exchange Commission for the fiscal year ended March 31,
          1997;

     (b)  The Corporation's Quarterly Report on Form 10-Q filed
          with the Securites and Exchange Commission for the
          quarter ended June 30, 1997.

     (c)  The Corporation's Current Reports on Form 8-K filed with
          the Securites and Exchange Commission dated April 4,
          1997, as amended, July 24, 1997, August 26, 1997,
          September 10, 1997 and September 15, 1997.

     (d)  The description of Series A Junior Participating
          Preferred Stock (including a description of the Company's
          Common Stock) contained in Amendment No. 3 to
          Registration Statement on Form S-1, (Registration No.
          333-6967) filed by the Corporation with the Securities
          and Exchange Commission on September 23, 1996.

     All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

     Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                                2
Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     The legality of the offered shares will be passed upon by
Joseph J. French, Esquire of Joe French & Associates, P.C.  Mr.
French is a shareholder of the Corporation.

Item 6.   Indemnification of Directors and Officers.

     Pursuant to Section 102 of the General Corporation Law of
Delaware, the Corporation has adopted a provision in its Restated
Certificate of Incorporation eliminating the personal liability of
its directors for monetary damages to the Corporation and its
stockholders for any breach of their fiduciary duties as directors
of the Corporation, except for their liability due to (1) breach of
loyalty to the Corporation, (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (3) any transaction from which the director derived an
improper personal benefit or (4) any payment of unlawful dividends
or an unlawful stock repurchase or redemption.

     Section 145 of the Delaware General Corporation Law permits a
Delaware corporation to indemnify any person who is or was a party
to any actual or threatened legal action, whether criminal, civil,
administrative or investigative because of his or her service as an
officer, director or agent of the corporation against expenses,
judgments, fines and settlement payments reasonably and actually
incurred by him or her in connection with such proceeding, if he
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe was unlawful, except that, with respect
to any legal action by or in the right of the corporation itself,
an officer, director or agent of the corporation only is entitled
to indemnification for expenses actually and reasonably incurred. 

     Section 6.1 of the Corporation's Bylaws provides that the
Corporation shall indemnify its officers, directors, employees, and
agents (and their heirs and legal representatives) to the full
extent permitted by Delaware law.

     Insurance is maintained for each director and officer of the
Corporation covering certain losses he may incur which arise by
reason of his being a director or officer of the Corporation or a
subsidiary corporation, partnership, joint venture, trust or other
enterprise.

                                 3
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     The Exhibits are listed in the Exhibit Index immediately
preceding the Exhibits.

Item 9.   Undertakings.

     (a)  The undersigned Corporation hereby undertakes:

          (1)  To file, during any period in which offers or sales
               are being made, a post-effective amendment to this
               registration statement:

               (i)    To include any prospectus required by
               Section 10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in
               the information set forth in the registration
               statement;

               (iii)  To include any material information with
               respect to the plan of distribution not previously
               disclosed in the registration statement or any
               material change to such information in the
               registration statement;

               Provided, however, that paragraphs (a)(1)(i) and
               (a)(1)(ii) do not apply if the registration 
               statement is on Form S-3 or Form S-8 and the
               information required to be included in a post-
               effective amendment by those paragraphs is
               contained in periodic reports filed by the
               Registrant pursuant to Section 13 or Section 15(d)
               of the Securities Exchange Act of 1934 that are
               incorporated by reference in the registration
               statement.

          (2)  That for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering thereof.

                                4
(3)  To remove from registration by means of a post-
               effective amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act
     of 1933, each filing of the Registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section
     15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.  

     (c)  Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to directors,
     officers and controlling persons of the Registrant pursuant to
     the foregoing provisions, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification
     against such liabilities (other than the payment by the
     Registrant of expenses incurred or paid by a director, officer
     or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in
     the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it
     is against public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

                                 5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Gulfport, State of Mississippi, on September 18, 1997.

                              Halter Marine Group, Inc.

                              By:  /s/ John Dane, III          
                                   John Dane, III
                                   Chairman, President and
                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on September 18, 1997.

     SIGNATURE                          TITLE

/s/ John Dane, III            Chairman of the Board, President
(John Dane, III)              and Chief Executive Officer
                              (Principal Executive Officer)

/s/ Keith L. Voigts           Sr. Vice President of Finance and
(Keith L. Voigts)             Chief Financial Officer
                              (Principal Accounting and
                              Financial Officer)

Angus R. Cooper, II*          Burt H. Keenan*                  
(Angus R. Cooper, II)         (Burt H. Keenan)
Director                      Director

Kenneth W. Lewis*             Daniel J. Mortimer*              
(Kenneth W. Lewis)            (Daniel J. Mortimer)
Director                      Director

Rick S. Rees*             
(Rick S. Rees)
Director

*BY: /s/ John Dane, III       
     John Dane, III
     (Attorney-In-Fact)

                                6
INDEX TO EXHIBITS

Exhibit   Incorporated by     Description             Sequentially
No.       Reference                                   Numbered Page

 5        Filed herewith.     Opinion of Joe French          8
                              & Associates, P.C., as
                              to the legality of the
                              securities being
                              registered.

23.1      Filed herewith.     Consent of Joe French         10
                              & Associates, P.C. is
                              contained in the
                              opinion filed as
                              Exhibit 5 hereto.

23.2      Filed herewith.     Consent of Ernst &            12
                              Young.

24        Filed herewith.     Powers of Attorney.           14

                                7