As filed with the Securities and Exchange Commission on June 19, 1998
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  --------------------------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        FRIEDE GOLDMAN INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                  72-1362492
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)

                       525 East Capitol Street, Suite 402
                           Jackson, Mississippi 39201
          (Address, including zip code, of Principal Executive Offices)

                        FRIEDE GOLDMAN INTERNATIONAL INC.

                 AMENDED AND RESTATED 1997 EQUITY INCENTIVE PLAN

                            (Full title of the plan)

                               James A. Lowe, III
                          General Counsel and Secretary
                        Friede Goldman International Inc.
                       525 East Capitol Street, Suite 402
                           Jackson, Mississippi 39201
                                 (601) 352-1107
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                  --------------------------------------------
                                    copy to:

                                 Thomas P. Mason
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200
                  --------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
                                                                                         Proposed
                                                                      Proposed            Maximum
                                                   Amount             Maximum            Aggregate          Amount of
                                                    to be          Offering Price         Offering        Registration
    Title of Securities to be Registered       registered (2)      Per Share (1)         Price (1)             Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>             <C>                 <C>


Common Stock, $0.01 per share                     2,400,000            $27.66           $66,384,000        $19,583.28
=========================================================================================================================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule  457(h),  based upon the average of the high and low price
     per share of the  Company's  common  stock for June 18, 1998 on the Nasdaq
     National Market as reported in The Wall Street Journal on June 19, 1998.
(2)  The  number of  shares of Common  Stock  registered  herein is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

================================================================================
<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to  participating  employees  as  specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents  incorporated by reference  hereto pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Friede Goldman  International Inc. (the "Company") hereby  incorporates
by reference the following  documents  listed below. In addition,  all documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities and Exchange Act of 1934 (the "Exchange  Act") (prior to
the filing of a post-effective amendment which indicates that all the securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold)  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part thereof from the date of filing of such documents.

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December  31, 1997 as filed with the  Securities  and Exchange  Commission  (the
"Commission") on March 30, 1998.

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
April 5, 1998 as filed with the Commission on May 15, 1998.

         (c) The  Company's  current  Report on Form 8-K/A dated as of April 21,
1998.

         (d) The  Company's  current  Report on Form 8-K/A dated as of March 17,
1998.

         (e) The Company's  current  Report on Form 8-K dated as of February 18,
1998.

         (f) The  Company's  current  Report on Form 8-K dated as of January 16,
1998.

         (g) The description of the Company's common stock, par value $0.01 (the
"Common Stock"),  contained in the Company's  Registration Statement on Form 8-A
(No. 0-22595) filed with the Commission on May 22, 1997,  pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware ("Section 145") empowers a corporation to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him


                                      II-2

<PAGE>



in connection with such action, suit or proceeding if he acted in good faith and
in a manner he 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 his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
made to be liable to the  corporation  unless  and only to the  extent  that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification  provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such  whether  or not the  corporation  would  have the power to  indemnify  him
against such liabilities under Section 145.

         Section  102(b)(7)  of the  General  Corporation  Law of the  State  of
Delaware provides that a charter may contain a provision eliminating or limiting
the personal  liability of a director to the corporation or its stockholders for
monetary  damages for breach of fiduciary duty as a director  provided that such
provision  shall not  eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware  General  Corporation  Law, or (iv) for any transaction  from which the
director derived an improper personal benefit.

         Article  Ninth of the  Company's  Amended and Restated  Certificate  of
Incorporation states that:

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director;  provided, however, that this Article Ninth
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the DGCL or (iv) for any  transaction  from  which the  director
derived an improper personal benefit.  No amendment to or repeal of this Article
Ninth shall apply to, or have any effect on, the liability or alleged  liability
of any director of the  Corporation for or with respect to any acts or omissions
of such director  occurring  prior to such  amendment or repeal.  If the DGCL is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the DGCL, as so amended.

         In addition,  Article VI of the Company's  Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent permitted by law.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.




                                      II-3

<PAGE>




ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>

Exhibit
Number            Description
------            -----------
<S> <C>           <C>    

   4.1            Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (No. 333-27599)).

   4.2            Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form
                  S-1 (No. 333-27599)).

   4.3            Friede Goldman International Inc. Amended and Restated 1997 Equity Incentive Plan (incorporated
                  by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997).

   5.1*           Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

   23.1*          Consent of Arthur Andersen LLP.

   23.2*          Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
                  Statement).

   23.3*          Consent of Ernst & Young Audit.

   23.4*          Consent of Doane Raymond Chartered Accountants.

   24.1*          Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
</TABLE>

--------------------
*Filed herewith.


ITEM 9.   UNDERTAKINGS

         (a) The undersigned registrant 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 this  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 this Registration Statement;

                  Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
                  above do not apply if the information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic  reports filed by the Company  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.


                                      II-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
Company's  annual report  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  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 Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.




                                      II-5

<PAGE>



                                   SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933,  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 Jackson,  State of Mississippi,  on
  the 19th day of June, 1998.

                                           FRIEDE GOLDMAN INTERNATIONAL INC.



                                           By:   /s/ James A. Lowe, III
                                                 -------------------------------
                                                 James A. Lowe, III
                                                 General Counsel and Secretary

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
  and directors of Friede Goldman  International  Inc. (the  "Company"),  hereby
  constitutes  and appoints J. L. Holloway and James A. Lowe,  III, or either of
  them  (with  full  power to each of them to act  alone),  his true and  lawful
  attorney-in-fact  and agent,  with full power of substitution,  for him and on
  his behalf and in his name,  place and stead,  in any and all  capacities,  to
  sign, execute and file this Registration Statement under the Securities Act of
  1933, as amended,  and any or all amendments  (including,  without limitation,
  post-effective  amendments),  with  all  exhibits  and any  and all  documents
  required to be filed with respect  thereto,  with the  Securities and Exchange
  Commission or any regulatory authority,  granting unto such  attorneys-in-fact
  and agents,  and each of them, full power and authority to do and perform each
  and every act and thing  requisite  and  necessary to be done in and about the
  premises in order to effectuate the same, as fully to all intents and purposes
  as he himself might or could do, if personally  present,  hereby ratifying and
  confirming  all that said  attorneys-in-fact  and agents,  or any of them,  or
  their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
<TABLE>
<CAPTION>

                Signature                                          Title                              Date
                ---------                                          -----                              ----

<S>                                            <C>                                                 <C>    

  /s/ J. L. Holloway                           Chairman of the Board of Directors,                 June 19, 1998
  -----------------------------------          President and Chief Executive Officer
  J. L. Holloway   
                           

   /s/ Linda B. Helton                         Controller (Principal Financial Officer             June 19, 1998
  -----------------------------------          and Principal Accounting Officer)                             
  Linda B. Helton

                                               Director                                            June   , 1998
  -----------------------------------                                        
  Alan A. Baker

   /s/ T. Jay Collins                          Director                                            June 19, 1998
  -----------------------------------                                       
  T. Jay Collins
 
   /s/ John G. Corlew                          Director                                            June 19, 1998  
  -----------------------------------                                     
  John G. Corlew

  /s/ Jerome L. Goldman                        Director                                            June 19, 1998 
  -----------------------------------                                       
  Jerome L. Goldman

                                               Director                                            June   , 1998
  -----------------------------------                                  
  Raymond E. Mabus, Jr.

  /s/ Howell W. Todd                           Director                                            June 19, 1998
 -----------------------------------                                                   
  Howell W. Todd

</TABLE>
                                      II-6

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

  Exhibit
  Number          Description
  ------          -----------
<S>   <C>       <C>    

  4.1            Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
                 Company's Registration Statement on Form S-1 (No. 333-27599)).

  4.2            Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form
                 S-1 (No. 333-27599)).

  4.3            Friede Goldman International Inc. Amended and Restated 1997 Equity Incentive Plan (incorporated
                 by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1997).

  5.1*           Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

  23.1*          Consent of Arthur Andersen LLP.

  23.2*          Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
                 Statement).

  23.3*          Consent of Ernst & Young Audit.

  23.4*          Consent of Doane Raymond Chartered Accountants.

  24.1*          Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
</TABLE>

  --------------------
  *Filed herewith.





























                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FRIEDE GOLDMAN INTERNATIONAL INC, FORM S-8", "secsgml_size_bytes": 24623}]
{"company-data": {"conformed-name": "FRIEDE GOLDMAN INTERNATIONAL INC", "cik": "0001039780", "assigned-sic": "3533", "irs-number": "721362492", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57247", "film-number": "98650968"}, "business-address": {"street1": "505 CAPITOL", "street2": "STE 402", "city": "JACKSON", "state": "MS", "zip": "39201", "phone": "6013621107"}, "mail-address": {"street1": "626 E CAPITOL ST", "street2": "STE 402", "city": "JACKSON", "state": "MS", "zip": "39201"}}
As filed with the Securities and Exchange Commission on June 19, 1998
                                                  Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  --------------------------------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        FRIEDE GOLDMAN INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                  72-1362492
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)

                       525 East Capitol Street, Suite 402
                           Jackson, Mississippi 39201
          (Address, including zip code, of Principal Executive Offices)

                        FRIEDE GOLDMAN INTERNATIONAL INC.

                 AMENDED AND RESTATED 1997 EQUITY INCENTIVE PLAN

                            (Full title of the plan)

                               James A. Lowe, III
                          General Counsel and Secretary
                        Friede Goldman International Inc.
                       525 East Capitol Street, Suite 402
                           Jackson, Mississippi 39201
                                 (601) 352-1107
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                  --------------------------------------------
                                    copy to:

                                 Thomas P. Mason
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200
                  --------------------------------------------
                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                                                         Proposed
                                                                      Proposed            Maximum
                                                   Amount             Maximum            Aggregate          Amount of
                                                    to be          Offering Price         Offering        Registration
    Title of Securities to be Registered       registered (2)      Per Share (1)         Price (1)             Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 per share                     2,400,000            $27.66           $66,384,000        $19,583.28
=========================================================================================================================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule  457(h),  based upon the average of the high and low price
     per share of the  Company's  common  stock for June 18, 1998 on the Nasdaq
     National Market as reported in The Wall Street Journal on June 19, 1998.
(2)  The  number of  shares of Common  Stock  registered  herein is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to  participating  employees  as  specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents  incorporated by reference  hereto pursuant to
Item 3 of Part II of this Registration Statement,  taken together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Friede Goldman  International Inc. (the "Company") hereby  incorporates
by reference the following  documents  listed below. In addition,  all documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14 and
15(d) of the Securities and Exchange Act of 1934 (the "Exchange  Act") (prior to
the filing of a post-effective amendment which indicates that all the securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold)  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part thereof from the date of filing of such documents.

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December  31, 1997 as filed with the  Securities  and Exchange  Commission  (the
"Commission") on March 30, 1998.

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
April 5, 1998 as filed with the Commission on May 15, 1998.

         (c) The  Company's  current  Report on Form 8-K/A dated as of April 21,
1998.

         (d) The  Company's  current  Report on Form 8-K/A dated as of March 17,
1998.

         (e) The Company's  current  Report on Form 8-K dated as of February 18,
1998.

         (f) The  Company's  current  Report on Form 8-K dated as of January 16,
1998.

         (g) The description of the Company's common stock, par value $0.01 (the
"Common Stock"),  contained in the Company's  Registration Statement on Form 8-A
(No. 0-22595) filed with the Commission on May 22, 1997,  pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  information   required  by  Item  5  is  not  applicable  to  this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware ("Section 145") empowers a corporation to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him

                                      II-2
in connection with such action, suit or proceeding if he acted in good faith and
in a manner he 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 his conduct was unlawful.

         Subsection  (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action,  or suit by or in the  right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
made to be liable to the  corporation  unless  and only to the  extent  that the
Court of Chancery  or the court in which such  action or suit was brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled  to  indemnity  for such  expenses  which the Court of Chancery or such
other court shall deem proper.

         Section 145 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the defense of any claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection  therewith;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification  provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director,  officer,  employee or agent and shall
inure to the benefit of such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  against any liability  asserted  against
him and  incurred by him in any such  capacity,  or arising out of his status as
such  whether  or not the  corporation  would  have the power to  indemnify  him
against such liabilities under Section 145.

         Section  102(b)(7)  of the  General  Corporation  Law of the  State  of
Delaware provides that a charter may contain a provision eliminating or limiting
the personal  liability of a director to the corporation or its stockholders for
monetary  damages for breach of fiduciary duty as a director  provided that such
provision  shall not  eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware  General  Corporation  Law, or (iv) for any transaction  from which the
director derived an improper personal benefit.

         Article  Ninth of the  Company's  Amended and Restated  Certificate  of
Incorporation states that:

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director;  provided, however, that this Article Ninth
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the DGCL or (iv) for any  transaction  from  which the  director
derived an improper personal benefit.  No amendment to or repeal of this Article
Ninth shall apply to, or have any effect on, the liability or alleged  liability
of any director of the  Corporation for or with respect to any acts or omissions
of such director  occurring  prior to such  amendment or repeal.  If the DGCL is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the DGCL, as so amended.

         In addition,  Article VI of the Company's  Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.

                                      II-3
ITEM 8.  EXHIBITS.
Exhibit
Number            Description
------            -----------
4.1            Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (No. 333-27599)).

   4.2            Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form
                  S-1 (No. 333-27599)).

   4.3            Friede Goldman International Inc. Amended and Restated 1997 Equity Incentive Plan (incorporated
                  by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended
                  December 31, 1997).

   5.1*           Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

   23.1*          Consent of Arthur Andersen LLP.

   23.2*          Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
                  Statement).

   23.3*          Consent of Ernst & Young Audit.

   23.4*          Consent of Doane Raymond Chartered Accountants.

   24.1*          Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
--------------------
*Filed herewith.

ITEM 9.   UNDERTAKINGS

         (a) The undersigned registrant 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 this  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 this Registration Statement;

                  Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
                  above do not apply if the information  required to be included
                  in a post-effective amendment by those paragraphs is contained
                  in periodic  reports filed by the Company  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.

                                      II-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
Company's  annual report  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 that is  incorporated  by  reference  in this  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 Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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.

                                      II-5
SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933,  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 Jackson,  State of Mississippi,  on
  the 19th day of June, 1998.

                                           FRIEDE GOLDMAN INTERNATIONAL INC.

                                           By:   /s/ James A. Lowe, III
                                                 -------------------------------
                                                 James A. Lowe, III
                                                 General Counsel and Secretary

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
  and directors of Friede Goldman  International  Inc. (the  "Company"),  hereby
  constitutes  and appoints J. L. Holloway and James A. Lowe,  III, or either of
  them  (with  full  power to each of them to act  alone),  his true and  lawful
  attorney-in-fact  and agent,  with full power of substitution,  for him and on
  his behalf and in his name,  place and stead,  in any and all  capacities,  to
  sign, execute and file this Registration Statement under the Securities Act of
  1933, as amended,  and any or all amendments  (including,  without limitation,
  post-effective  amendments),  with  all  exhibits  and any  and all  documents
  required to be filed with respect  thereto,  with the  Securities and Exchange
  Commission or any regulatory authority,  granting unto such  attorneys-in-fact
  and agents,  and each of them, full power and authority to do and perform each
  and every act and thing  requisite  and  necessary to be done in and about the
  premises in order to effectuate the same, as fully to all intents and purposes
  as he himself might or could do, if personally  present,  hereby ratifying and
  confirming  all that said  attorneys-in-fact  and agents,  or any of them,  or
  their substitute or substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
Signature                                          Title                              Date
                ---------                                          -----                              ----
/s/ J. L. Holloway                           Chairman of the Board of Directors,                 June 19, 1998
  -----------------------------------          President and Chief Executive Officer
  J. L. Holloway   
                           

   /s/ Linda B. Helton                         Controller (Principal Financial Officer             June 19, 1998
  -----------------------------------          and Principal Accounting Officer)                             
  Linda B. Helton

                                               Director                                            June   , 1998
  -----------------------------------                                        
  Alan A. Baker

   /s/ T. Jay Collins                          Director                                            June 19, 1998
  -----------------------------------                                       
  T. Jay Collins
 
   /s/ John G. Corlew                          Director                                            June 19, 1998  
  -----------------------------------                                     
  John G. Corlew

  /s/ Jerome L. Goldman                        Director                                            June 19, 1998 
  -----------------------------------                                       
  Jerome L. Goldman

                                               Director                                            June   , 1998
  -----------------------------------                                  
  Raymond E. Mabus, Jr.

  /s/ Howell W. Todd                           Director                                            June 19, 1998
 -----------------------------------                                                   
  Howell W. Todd
II-6
EXHIBIT INDEX
Exhibit
  Number          Description
  ------          -----------
4.1            Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the
                 Company's Registration Statement on Form S-1 (No. 333-27599)).

  4.2            Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form
                 S-1 (No. 333-27599)).

  4.3            Friede Goldman International Inc. Amended and Restated 1997 Equity Incentive Plan (incorporated
                 by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended
                 December 31, 1997).

  5.1*           Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being registered.

  23.1*          Consent of Arthur Andersen LLP.

  23.2*          Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration
                 Statement).

  23.3*          Consent of Ernst & Young Audit.

  23.4*          Consent of Doane Raymond Chartered Accountants.

  24.1*          Power of Attorney (set forth on the signature page contained in Part II of this Registration Statement).
--------------------
  *Filed herewith.

                                      II-7