As  filed with the Securities and Exchange Commission on July 28, 1997.
                                             Registration  No. 333-_______



                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549




                                FORM S-8
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                         Avondale Industries, Inc.
           (Exact name of registrant as specified in its charter)


  Louisiana                   5100 River Road                39-1097012
(State or other          Avondale, Louisiana  70094        (I.R.S. Employer
jurisdiction of                (504) 436-2121              Identification No.)
incorporation or   (Address, including zip code, and
organization)      telephone number, including area code,
                of Registrant's principal executive offices)

                           Albert L. Bossier, Jr.
              Chairman, President and Chief Executive Officer
                         Avondale Industries, Inc.
                              5100 River Road
                        Avondale, Louisiana  70094
                              (504) 436-2121
           (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)
       
                                
                                Copy to:

                           Margaret F. Murphy
                         Jones, Walker, Waechter,
                   Poitevent, Carrere & Denegre, L.L.P.
                         201 St. Charles Avenue
                       New Orleans, LA  70170-5100
                             (504) 582-8242


<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
                                            
                                            
                                            Proposed        Proposed
                                            maximum          maximum         Amount of
Title of each class      Amount to be       offering        aggregate       registration
of securities to be      registered(1)       price        offering price       fee
registered                                  per share
-----------------------------------------------------------------------------------------
<S>                      <C>                <C>            <C>               <C>
Common Stock, par value  183,865 shares     $19.625 (2)    $ 3,608,351(2)    $1,094
$1.00 per share(3)       1,246,135 shares   $22.8125(3)    $28,427,455(3)    $8,615
                         ---------                         ------------      -------
Total                    1,430,000 shares                  $32,035,806       $9,709
                                                        
</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) under the Securities Act of 1933, 
     calculated based upon the price at  which  currently  outstanding  options
     granted  under  the  Plan  are exercisable.
(3)  Estimated solely for the purpose of calculating the registration fee 
     pursuant to Rule 457(h) under the Securities Act of 1933, based on the 
     average of the high and low prices of a share of Common Stock reported on 
     the Nasdaq Stock Market on July 24, 1997.


                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The  Company's Annual Report on Form 10-K for the fiscal  year  ended
December 31, 1996  filed  pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "1934 Act").

     (b)  The Company's Quarterly  Report  on  Form  10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13 of the 1934 Act.

     (c)  The  description of the Common Stock included  in  Item  1  of  Post-
Effective Amendment No. 1 to in the Company's Registration Statement on Form 8-
A/A dated December 21, 1995.

     All reports  filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration  Statement  and  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, 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.

     Section 83 of the Louisiana Business Corporation Law provides in part that
a corporation may indemnify  any  director,  officer,  employee or agent of the
corporation against expenses (including attorneys' fees),  judgments, fines and
amounts  paid  in  settlement  actually  and  reasonably  incurred  by  him  in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action by or  in  the  right of
the  corporation)  if  such  action arises out of the fact that he is or was  a
director, officer, employee or  agent  of  the corporation and 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.

     The indemnification provisions of the Louisiana Business  Corporation  Law
are not exclusive; however, no corporation may indemnify any person for willful
or  intentional misconduct.  A corporation has the power to obtain and maintain
insurance, or to create a form of self-insurance on behalf of any person who is
or was  acting  for  the corporation, regardless of whether the corporation has
the legal authority to indemnify the insured person against the liability.

     Section 12 of the Company's by-laws provides for mandatory indemnification
for  directors, officers  and  employees  or  former  directors,  officers  and
employees of the Company to the fullest extent permitted by Louisiana law.  The
Company  maintains an insurance policy covering the liability of its directors,
officers and employees for actions taken in their official capacity.

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 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
proceedings) 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
Act and will be governed by the final adjudication of such issue.

                                  
                                  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 New Orleans, State of Louisiana, on July 24, 1997.

                                    AVONDALE INDUSTRIES, INC.


                                    By:          /s/ Albert L. Bossier
                                       -------------------------------------
                                                   Albert L. Bossier
                                           Chairman of the Board, 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 Albert L. Bossier and Thomas M. 
Kitchen, or either of them, 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                      Capacity                          Date
      ---------                      --------                          ----

/s/ Albert L. Bossier      Chairman of the Board of Directors,    July 24, 1997
----------------------    President and Chief Executive Officer
   Albert L. Bossier      
                        
/s/ Thomas M. Kitchen     Executive Vice President and Chief      July 24, 1997
----------------------           Financial Officer     
    Thomas M. Kitchen     

/s/ Kenneth B. Dupont                Director                     July 24, 1997
----------------------
    Kenneth B. Dupont

/s/ Anthony J. Correro, III          Director                     July 24, 1997
-----------------------
  Anthony J. Correro, III
  
/s/ Francis R. Donovan               Director                     July 24, 1997
-----------------------
   Francis R. Donovan
  
/s/ William A. Harmeyer              Director                     July 24, 1997
------------------------
    William A. Harmeyer

/s/ Hugh A. Thompson                 Director                     July 24, 1997
------------------------
   Hugh A. Thompson
  
/s/ Eugene K. Simon, Jr.        Vice President - Finance          July 24, 1997
-------------------------    (principal accounting officer)
   Eugene K. Simon, Jr.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13833}]
{"company-data": {"conformed-name": "AVONDALE INDUSTRIES INC", "cik": "0000829444", "assigned-sic": "3730", "irs-number": "391097012", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32165", "film-number": "97645905"}, "business-address": {"street1": "P.O. BOX 50280", "city": "NEW ORLEANS", "state": "LA", "zip": "70150-0280", "phone": "5044362121"}, "mail-address": {"street1": "P.O. BOX 50280", "city": "NEW ORLEANS", "state": "LA", "zip": "70150-0280"}}
As  filed with the Securities and Exchange Commission on July 28, 1997.
                                             Registration  No. 333-_______

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM S-8
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Avondale Industries, Inc.
           (Exact name of registrant as specified in its charter)

  Louisiana                   5100 River Road                39-1097012
(State or other          Avondale, Louisiana  70094        (I.R.S. Employer
jurisdiction of                (504) 436-2121              Identification No.)
incorporation or   (Address, including zip code, and
organization)      telephone number, including area code,
                of Registrant's principal executive offices)

                           Albert L. Bossier, Jr.
              Chairman, President and Chief Executive Officer
                         Avondale Industries, Inc.
                              5100 River Road
                        Avondale, Louisiana  70094
                              (504) 436-2121
           (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)
       
                                
                                Copy to:

                           Margaret F. Murphy
                         Jones, Walker, Waechter,
                   Poitevent, Carrere & Denegre, L.L.P.
                         201 St. Charles Avenue
                       New Orleans, LA  70170-5100
                             (504) 582-8242
CALCULATION OF REGISTRATION FEE
                                            
                                            
                                            Proposed        Proposed
                                            maximum          maximum         Amount of
Title of each class      Amount to be       offering        aggregate       registration
of securities to be      registered(1)       price        offering price       fee
registered                                  per share
-----------------------------------------------------------------------------------------
Common Stock, par value  183,865 shares     $19.625 (2)    $ 3,608,351(2)    $1,094
$1.00 per share(3)       1,246,135 shares   $22.8125(3)    $28,427,455(3)    $8,615
                         ---------                         ------------      -------
Total                    1,430,000 shares                  $32,035,806       $9,709
(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) under the Securities Act of 1933, 
     calculated based upon the price at  which  currently  outstanding  options
     granted  under  the  Plan  are exercisable.
(3)  Estimated solely for the purpose of calculating the registration fee 
     pursuant to Rule 457(h) under the Securities Act of 1933, based on the 
     average of the high and low prices of a share of Common Stock reported on 
     the Nasdaq Stock Market on July 24, 1997.

                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The  Company's Annual Report on Form 10-K for the fiscal  year  ended
December 31, 1996  filed  pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "1934 Act").

     (b)  The Company's Quarterly  Report  on  Form  10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13 of the 1934 Act.

     (c)  The  description of the Common Stock included  in  Item  1  of  Post-
Effective Amendment No. 1 to in the Company's Registration Statement on Form 8-
A/A dated December 21, 1995.

     All reports  filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Registration  Statement  and  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, 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.

     Section 83 of the Louisiana Business Corporation Law provides in part that
a corporation may indemnify  any  director,  officer,  employee or agent of the
corporation against expenses (including attorneys' fees),  judgments, fines and
amounts  paid  in  settlement  actually  and  reasonably  incurred  by  him  in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action by or  in  the  right of
the  corporation)  if  such  action arises out of the fact that he is or was  a
director, officer, employee or  agent  of  the corporation and 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.

     The indemnification provisions of the Louisiana Business  Corporation  Law
are not exclusive; however, no corporation may indemnify any person for willful
or  intentional misconduct.  A corporation has the power to obtain and maintain
insurance, or to create a form of self-insurance on behalf of any person who is
or was  acting  for  the corporation, regardless of whether the corporation has
the legal authority to indemnify the insured person against the liability.

     Section 12 of the Company's by-laws provides for mandatory indemnification
for  directors, officers  and  employees  or  former  directors,  officers  and
employees of the Company to the fullest extent permitted by Louisiana law.  The
Company  maintains an insurance policy covering the liability of its directors,
officers and employees for actions taken in their official capacity.

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 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
proceedings) 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
Act and will be governed by the final adjudication of such issue.

                                  
                                  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 New Orleans, State of Louisiana, on July 24, 1997.

                                    AVONDALE INDUSTRIES, INC.

                                    By:          /s/ Albert L. Bossier
                                       -------------------------------------
                                                   Albert L. Bossier
                                           Chairman of the Board, 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 Albert L. Bossier and Thomas M. 
Kitchen, or either of them, 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                      Capacity                          Date
      ---------                      --------                          ----

/s/ Albert L. Bossier      Chairman of the Board of Directors,    July 24, 1997
----------------------    President and Chief Executive Officer
   Albert L. Bossier      
                        
/s/ Thomas M. Kitchen     Executive Vice President and Chief      July 24, 1997
----------------------           Financial Officer     
    Thomas M. Kitchen     

/s/ Kenneth B. Dupont                Director                     July 24, 1997
----------------------
    Kenneth B. Dupont

/s/ Anthony J. Correro, III          Director                     July 24, 1997
-----------------------
  Anthony J. Correro, III
  
/s/ Francis R. Donovan               Director                     July 24, 1997
-----------------------
   Francis R. Donovan
  
/s/ William A. Harmeyer              Director                     July 24, 1997
------------------------
    William A. Harmeyer

/s/ Hugh A. Thompson                 Director                     July 24, 1997
------------------------
   Hugh A. Thompson
  
/s/ Eugene K. Simon, Jr.        Vice President - Finance          July 24, 1997
-------------------------    (principal accounting officer)
   Eugene K. Simon, Jr.