<PAGE>

     As filed with the Securities and Exchange Commission on June 12, 2002.
                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                    ---------

                             CONRAD INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                           72-1416999
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                                1501 Front Street
                                  P.O. Box 790
                          Morgan City, Louisiana 70381
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                     Conrad Industries, Inc. 2002 Stock Plan
                            (Full title of the plan)

                                   ----------

                              Kenneth G. Myers, Jr.
                      President and Chief Executive Officer
                             Conrad Industries, Inc.
                                1501 Front Street
                                  P.O. Box 790
                          Morgan City, Louisiana 70381
                                 (985) 384-3060
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                               Dionne M. Rousseau
          Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                             201 St. Charles Avenue
                        New Orleans, Louisiana 70170-5100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
                                             Amount             Proposed maximum         Proposed maximum           Amount of
         Title of securities                  to be              offering price              aggregate            registration
          to be registered                registered(1)             per unit              offering price               fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                       <C>                     <C>
Common Stock                               3,000 shares            $ 4.70 (2)               $   14,100              $   1.30
($.01 par value per share)              757,000 shares             $ 4.71 (3)               $3,565,470              $ 328.02
                                        --------------                                      ----------              --------
Total Common Stock                      760,000 shares                                      $3,579,570              $ 329.32

Preferred Stock Purchase Rights         760,000 rights                 -- (4)                       --                    -- (4)
===================================================================================================================================
</TABLE>

(1)  Upon a stock split, stock dividend or similar transaction in the future and
     during the effectiveness of this Registration Statement involving Common
     Stock of the Company, the number of shares registered shall be
     automatically increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.

(2)  Computed in accordance with Rule 457(h)(1) under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, based on the
     average of the high and low price per share of the Common Stock on The
     Nasdaq National Market on June 10, 2002.

(4)  Preferred Stock Purchase Rights are attached to and trade with the Common
     Stock of the Company. The value attributable to such rights, if any, is
     reflected in the market price of the Common Stock. Because no separate
     consideration is paid for such rights, the Registration Fee for such
     securities is included in the fee for the Common Stock.

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by Conrad Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

          (a) The Company's most recent annual report on Form 10-K filed
     pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934
     Act");

          (b) All other reports filed by the Company with the Commission
     pursuant to Section 13 of the 1934 Act since the end of the fiscal year
     covered by the annual report referred to in (a); and

          (c) The description of the Common Stock of the Company included in
     Item 1 of the Company's Registration Statement on Form 8-A dated May 13,
     1998, filed under the 1934 Act, incorporated by reference from the
     description set forth under the captions "Summary" and "Description of
     Capital Stock" in the prospectus forming part of the Company's Registration
     Statement on Form S-1, Registration No. 333-49773 filed under the
     Securities Act of 1933.

          (d) The description of the Preferred Stock Purchase Rights of the
     Company included in the Registration Statement on Form 8-A of the Company
     filed May 29, 2002, under the 1934 Act relating to the Preferred Stock
     Purchase Rights of the Company.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold shall, except to the extent otherwise
provided by Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Company is incorporated under the laws of the State of Delaware.
Subsection (a) of Section 145 of the General Corporation Law of the State of
Delaware 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

                                      II-2
<PAGE>

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 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.

     As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, Article Ninth of the Company's Charter 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 General
     Corporation Law of the State of Delaware 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 General Corporation Law of the State of

                                      II-3
<PAGE>

     Delaware 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 General Corporation Law of the State of Delaware,
     as so amended.

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

     The Company has entered into indemnification agreements with each of its
executive officers and directors. Further, the Company has in effect a
directors' and officers' liability insurance policy that provides for
indemnification of its officers and directors against losses arising from claims
asserted against them in their capacities as officers and directors, subject to
limitations and conditions set forth in such policy.

Item 7. Exemption From Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

      5   Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P.

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

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 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.

          (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.

          (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

                                      II-4
<PAGE>

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
Securities Act of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-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 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 Morgan City, Louisiana, on June 12, 2002.

                                     CONRAD INDUSTRIES, INC.


                                     By:   /s/ Kenneth G. Myers, Jr.
                                           -------------------------------------
                                           Kenneth G. Myers, Jr.
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Kenneth G. Myers, Jr. and Cecil A.
Hernandez, and each of them acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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. Parker Conrad                   Co-Chairman of the Board of Directors            June 12, 2002
----------------------------------------
            J. Parker Conrad


/s/        John P. Conrad, Jr.                 Co-Chairman of the Board of Directors            June 12, 2002
----------------------------------------
           John P. Conrad, Jr.


/s/       Kenneth G. Myers, Jr.           President, Chief Executive Officer and Director       June 12, 2002
----------------------------------------           (Principal Executive Officer)
          Kenneth G. Myers, Jr.


                                            Vice President - Finance and Administration,        June 12, 2002
/s/        Cecil A. Hernandez             Chief Financial Officer, Secretary and Director
---------------------------------------      (Principal Financial Officer and Principal
           Cecil A. Hernandez                           Accounting Officer)


/s/         Michael J. Harris                                 Director                          June 12, 2002
----------------------------------------
            Michael J. Harris


/s/       Louis J. Michot, Jr.                                Director                          June 12, 2002
----------------------------------------
          Louis J. Michot, Jr.


/s/     Richard E. Roberson, Jr.                              Director                          June 12, 2002
----------------------------------------
        Richard E. Roberson, Jr.

</TABLE>

                                      S-1
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20339}]
{"company-data": {"conformed-name": "CONRAD INDUSTRIES INC", "cik": "0001059167", "assigned-sic": "3730", "irs-number": "721416999", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90358", "film-number": "02677484"}, "business-address": {"street1": "1501 FRONT ST", "city": "MORGAN CITY", "state": "LA", "zip": "70381", "phone": "5043843060"}, "mail-address": {"street1": "1501 FRONT ST", "city": "MORGAN CITY", "state": "LA", "zip": "70381"}}
As filed with the Securities and Exchange Commission on June 12, 2002.
                                                   Registration No. 333-________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                    ---------

                             CONRAD INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                           72-1416999
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                                1501 Front Street
                                  P.O. Box 790
                          Morgan City, Louisiana 70381
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                     Conrad Industries, Inc. 2002 Stock Plan
                            (Full title of the plan)

                                   ----------

                              Kenneth G. Myers, Jr.
                      President and Chief Executive Officer
                             Conrad Industries, Inc.
                                1501 Front Street
                                  P.O. Box 790
                          Morgan City, Louisiana 70381
                                 (985) 384-3060
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                               Dionne M. Rousseau
          Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                             201 St. Charles Avenue
                        New Orleans, Louisiana 70170-5100

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                             Amount             Proposed maximum         Proposed maximum           Amount of
         Title of securities                  to be              offering price              aggregate            registration
          to be registered                registered(1)             per unit              offering price               fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock                               3,000 shares            $ 4.70 (2)               $   14,100              $   1.30
($.01 par value per share)              757,000 shares             $ 4.71 (3)               $3,565,470              $ 328.02
                                        --------------                                      ----------              --------
Total Common Stock                      760,000 shares                                      $3,579,570              $ 329.32

Preferred Stock Purchase Rights         760,000 rights                 -- (4)                       --                    -- (4)
===================================================================================================================================
(1)  Upon a stock split, stock dividend or similar transaction in the future and
     during the effectiveness of this Registration Statement involving Common
     Stock of the Company, the number of shares registered shall be
     automatically increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.

(2)  Computed in accordance with Rule 457(h)(1) under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.

(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, based on the
     average of the high and low price per share of the Common Stock on The
     Nasdaq National Market on June 10, 2002.

(4)  Preferred Stock Purchase Rights are attached to and trade with the Common
     Stock of the Company. The value attributable to such rights, if any, is
     reflected in the market price of the Common Stock. Because no separate
     consideration is paid for such rights, the Registration Fee for such
     securities is included in the fee for the Common Stock.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by Conrad Industries, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:

          (a) The Company's most recent annual report on Form 10-K filed
     pursuant to Section 13 of the Securities Exchange Act of 1934 (the "1934
     Act");

          (b) All other reports filed by the Company with the Commission
     pursuant to Section 13 of the 1934 Act since the end of the fiscal year
     covered by the annual report referred to in (a); and

          (c) The description of the Common Stock of the Company included in
     Item 1 of the Company's Registration Statement on Form 8-A dated May 13,
     1998, filed under the 1934 Act, incorporated by reference from the
     description set forth under the captions "Summary" and "Description of
     Capital Stock" in the prospectus forming part of the Company's Registration
     Statement on Form S-1, Registration No. 333-49773 filed under the
     Securities Act of 1933.

          (d) The description of the Preferred Stock Purchase Rights of the
     Company included in the Registration Statement on Form 8-A of the Company
     filed May 29, 2002, under the 1934 Act relating to the Preferred Stock
     Purchase Rights of the Company.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold shall, except to the extent otherwise
provided by Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Company is incorporated under the laws of the State of Delaware.
Subsection (a) of Section 145 of the General Corporation Law of the State of
Delaware 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

                                      II-2
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 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.

     As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, Article Ninth of the Company's Charter 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 General
     Corporation Law of the State of Delaware 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 General Corporation Law of the State of

                                      II-3
Delaware 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 General Corporation Law of the State of Delaware,
     as so amended.

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

     The Company has entered into indemnification agreements with each of its
executive officers and directors. Further, the Company has in effect a
directors' and officers' liability insurance policy that provides for
indemnification of its officers and directors against losses arising from claims
asserted against them in their capacities as officers and directors, subject to
limitations and conditions set forth in such policy.

Item 7. Exemption From Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

      5   Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P.

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

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 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.

          (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.

          (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

                                      II-4
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
Securities Act of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-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 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 Morgan City, Louisiana, on June 12, 2002.

                                     CONRAD INDUSTRIES, INC.

                                     By:   /s/ Kenneth G. Myers, Jr.
                                           -------------------------------------
                                           Kenneth G. Myers, Jr.
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Kenneth G. Myers, Jr. and Cecil A.
Hernandez, and each of them acting individually, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                       Title                                Date
                ---------                                       -----                                ----
/s/         J. Parker Conrad                   Co-Chairman of the Board of Directors            June 12, 2002
----------------------------------------
            J. Parker Conrad

/s/        John P. Conrad, Jr.                 Co-Chairman of the Board of Directors            June 12, 2002
----------------------------------------
           John P. Conrad, Jr.

/s/       Kenneth G. Myers, Jr.           President, Chief Executive Officer and Director       June 12, 2002
----------------------------------------           (Principal Executive Officer)
          Kenneth G. Myers, Jr.

                                            Vice President - Finance and Administration,        June 12, 2002
/s/        Cecil A. Hernandez             Chief Financial Officer, Secretary and Director
---------------------------------------      (Principal Financial Officer and Principal
           Cecil A. Hernandez                           Accounting Officer)

/s/         Michael J. Harris                                 Director                          June 12, 2002
----------------------------------------
            Michael J. Harris

/s/       Louis J. Michot, Jr.                                Director                          June 12, 2002
----------------------------------------
          Louis J. Michot, Jr.

/s/     Richard E. Roberson, Jr.                              Director                          June 12, 2002
----------------------------------------
        Richard E. Roberson, Jr.
S-1