<PAGE>

   As filed with the Securities and Exchange Commission on December 7, 1999

                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                _______________

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

                          FRIEDE GOLDMAN HALTER, INC.
             (formerly known as Friede Goldman International Inc.)
             (Exact name of registrant as specified in its charter)

              Mississippi                                 64-0900067
      (State or other jurisdiction          (I.R.S. Employer Identification No.)
    of incorporation or organization)

    13085 Industrial Seaway Road
       Gulfport, Mississippi                                 39503
(Address of Principal Executive Offices)                  (Zip Code)


                          Friede Goldman Halter, Inc.
                          401(k) Profit Sharing Plan
                           (Full title of the plan)

                                  Rick S. Rees
              Executive Vice President and Chief Financial Officer
                          13085 Industrial Seaway Road
                             Gulfport, Mississippi
                                 (228) 896-0029
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        CALCULATION OF REGISTRATION FEE
                               _________________

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                       Proposed
                                                                        Maximum       Proposed Maximum
                                                 Amount to be       Offering Price   Aggregate Offering      Amount of
Title of Securities to be Registered          Registered (1)(2)      Per Share (3)        Price (3)       Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>              <C>                  <C>
Common Stock, par value $0.01 per share(4)    1,350,000 shares            $ 7.5938       $ 10,251,630          $ 2,707
==========================================================================================================================
</TABLE>

(1) 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.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate amount of
    plan interests to be offered or sold pursuant to the Friede Goldman Halter,
    Inc. 401(k) Profit Sharing Plan.

(3) Estimated solely for the purpose of calculating the registration fee, based
    upon the average of the high and low prices of a share of the Company's
    common stock on the New York Stock Exchange on December 6, 1999 pursuant to
    Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.

(4) Includes associated rights to purchase shares of the Registrant's Series A
    Junior Participating Preferred Stock. The Rights are not currently separable
    from the shares of Common Stock and are not currently exercisable.
================================================================================
<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 participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference 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 Certain Documents by Reference

          Friede Goldman Halter, Inc. (the "Company") and the Friede Goldman
Halter, Inc. 401(k) Profit Sharing Plan (the "Plan") incorporate herein by
reference in this Registration Statement the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

          1.   The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998;

          2.   The Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended March 31, 1999, June 30, 1999 and September 30,
               1999;

          3.   The Company's Current Reports on Form 8-K filed with the
               Commission on October 26, 1999, November 4, 1999 and November 9,
               1999.

          4.   The Company's Proxy Statement which is contained in the Company's
               Registration Statement on Form S-4 (Registration No. 333-87853),
               filed with the Commission on September 27, 1999.

          5.   The Company's Registration Statement on Form 8-A with respect to
               the Company's common stock, par value $.01 per share, filed with
               the Commission on March 18, 1998; and

          6.   The Company's Registration Statement on Form 8-A with respect to
               the Company's Rights to purchase Series A Junior Participating
               Preferred Stock, par value $.01 per share, filed with the
               Commission on January 12, 1999, as amended to date.

          All documents filed by the Company or the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of the Registration Statement and the Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or the Prospectus.

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

       None.

                                      -2-
<PAGE>

Item 6.   Indemnification of Directors and Officers

          Subsection (a) of Section 79-4-8.51 ("Section 8.51") of the
Mississippi Business Corporation Act (the "MBCA"), as amended, authorizes
corporations to indemnify an individual made a party to a proceeding because he
is a director against liability incurred in the proceeding if (1) he conducted
himself in good faith, (2) he reasonably believed, in the case of conduct in his
official capacity, that his conduct was in the best interests of the
corporation, and in all other cases, that his conduct was at least not opposed
to its best interests and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Subsection (d) of Section
8.51 provides that a corporation may not indemnify a director (1) in connection
with a proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with a proceeding if it is determined that the
director has met the relevant standard of conduct under subsection (a) described
above, or (2) in connection with any proceeding with respect to conduct for
which he was adjudged liable on the basis that he received a financial benefit
to which he was not entitled, whether or not involving action in his official
capacity.

          Section 79-4-8.52 ("Section 8.52") of the MBCA provides that a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding.

          Section 79-4-8.54 of the MBCA authorizes a director of the corporation
who is a party to a proceeding to apply for indemnification or an advance of
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. The court may order (1) indemnification if it determines the
director is entitled to mandatory indemnification under Section 8.52, (2)
indemnification or advance of expenses if it determines the director is so
entitled under the articles of incorporation, bylaws, resolution of the
corporation or contract approved by the board of directors or shareholders, or
(3) indemnification or advance of expenses if it determines that it is fair and
reasonable.

          Section 79-4-8.56 of the MBCA provides that a corporation may
indemnify and advance expenses to an officer of the corporation who is a party
to a proceeding because he is an officer of the corporation to the same extent
as to a director and, if he is an officer but not a director, to such further
extent as provided for in the articles of incorporation, bylaws, resolution of
the board of directors or contract, except for (1) liability in connection with
a proceeding by or in the right of the corporation other than for reasonable
expenses incurred in connection with the proceeding or (2) liability arising out
of conduct that constitutes (A) receipt by him of a financial benefit to which
he is not entitled, (B) an intentional infliction of harm on the corporation or
shareholders, or (C) an intentional violation of criminal law.

          Section 79-4-8.57 of the MBCA authorizes a corporation to purchase and
maintain insurance on behalf of an individual who is a director or officer of
the corporation, or who, while a director or officer of the corporation, serves
at the corporation's request as a director, officer, partner, trustee, employee
or agent of another domestic or foreign partnership, joint venture, trust,
employee benefit plan or other entity, against liability asserted against or
incurred by him in that capacity or arising from his status as a director or
officer, whether or not the corporation would have power to indemnify or advance
expenses to him against the same liability under the indemnification provisions
of the MBCA.

          Section 79-4.202(b)(4) of the MBCA, as amended, provides that the
articles of incorporation may contain a provision eliminating or limiting the
liability of a director to the corporation or its shareholders for money damages
for any action taken, or any failure to take any action, as a director, except
liability for (1) the amount of a financial benefit received by a director to
which he is not entitled, (2) an intentional infliction of harm on the
corporation or the shareholders, (3) a violation of Section 79-4-8.33 of the
MBCA dealing with liability for unlawful distributions or (4) an intentional
violation of criminal law.

          Article Nine of the Company's Amended and Restated Articles of
          Incorporation states that:

          No director of the Company shall be personally liable to the
          Company or its shareholders for monetary damages for breach
          of fiduciary duty by such director as a director; provided
          however, that this Article Nine shall not eliminate or limit
          the liability of a director to the extent provided by
          applicable law (1) for any breach of the director's duty of
          loyalty to the Company or its shareholders, (2) for acts or
          omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law, (3) under Section
          79-4-8.33 of the MBCA or (4) for any transaction from which
          the director derived an improper personal benefit. No
          amendment to or repeal of this Article Nine shall apply to,
          or have any effect on, the liability or alleged liability of
          any director

                                      -3-
<PAGE>

          of the Company for or with respect to any acts or omissions
          of such director occurring prior to such amendment or
          repeal. If the laws of the State of Mississippi are amended
          to authorize corporate action further eliminating or
          limiting the personal liability of directors, then the
          liability of a director of the Company shall be eliminated
          or limited to the fullest extent permitted by the laws of
          the State of Mississippi, as so amended.

          In addition, Section 6.1 of the Company's bylaws further provides
          that:

          Each person who was or is made a party or is threatened to
          be made a party to or is involved in any action, suit or
          proceeding, whether civil, criminal, administrative or
          investigative (hereinafter a "proceeding"), by reason of the
          fact that such person, or a person of whom such person is
          the legal representative, is or was or has agreed to become
          a director or officer of the Corporation or is or was
          serving or has agreed to serve at the request of the Company
          as a director, officer, employee or agent of another
          corporation or of a partnership, joint venture, trust or
          other enterprise, including service with respect to employee
          benefit plans, whether the basis of such proceeding is
          alleged action in an official capacity as a director,
          officer, employee or agent or in any other capacity while
          serving or having agreed to serve as a director, officer,
          employee or agent, shall be indemnified and held harmless by
          the Company to the fullest extent authorized by the MBCA, as
          the same exists or may hereafter be amended (but, in the
          case of any such amendment, only to the extent that such
          amendment permits the Company to provide broader
          indemnification rights that said law permitted the Company
          to provide prior to such amendment), against all expense,
          liability and loss (including attorneys' fees, judgments,
          fines, amounts paid or to be paid in settlement and excise
          taxes or penalties arising under the Employee Retirement
          Income Security Act of 1974, as in effect from time to time)
          reasonably incurred or suffered by such person in connection
          therewith and such indemnification shall 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; provided, however, that,
          except as provided in Section 6.2 hereof, the Company shall
          indemnify any such person seeking indemnification in
          connection with a proceeding (or part thereof) initiated by
          such person only if such proceeding (or part thereof) was
          authorized by the Board of Directors. The right to
          indemnification conferred in this Section shall be a
          contract right and shall include the right to have the
          Company pay, subject to the provisions of Sections 8.51 and
          8.53 of MBCA, the expenses incurred in defending any such
          proceeding in advance of its final disposition; any advance
          payments to be paid by the Company within 20 calendar days
          after the receipt by the Company of a statement or
          statements from the claimant requesting such advance or
          advances from time to time; provided, however, that, if and
          to the extent the MBCA requires, the payment of such
          expenses incurred by a director or officer in advance of the
          final disposition of a proceeding, shall be made only upon
          delivery to the Company of an undertaking, by or on behalf
          of such director or officer, to repay all amounts so
          advanced if it shall ultimately be determined that such
          director or officer is not entitled to be indemnified under
          this Section 6.1 or otherwise. The Company may, to the
          extent authorized from time to time by the Board of
          Directors, grant rights to indemnification, and rights to
          have the Company pay the expenses incurred in defending any
          proceeding in advance of its final disposition, to any
          employee or agent of the Company to the fullest extent of
          the provisions of this Article VI with respect to the
          indemnification and advancement of expenses of directors and
          officers of the Company.

Item 7.   Exemption from Registration Claimed

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

                                      -4-
<PAGE>

Item 8.  Exhibits

   Exhibit
   Number   Description
   ------   -----------

     4.1    Articles of Incorporation of the Company, as amended (incorporated
            by reference to the Company's Registration Statement on Form 8-A
            filed with the Commission on November 18, 1998).

     4.2    Amended and Restated Bylaws of the Company the Company (incorporated
            by reference to the Company's Current Report on Form 8-K filed with
            the Commission on November 9, 1999).

    *4.3    The Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan.

     5.1    The registrant hereby undertakes that it will submit or has
            submitted the Plan and any amendment thereto to the Internal Revenue
            Service in a timely manner and has made or will make all changes
            required by the Internal Revenue Service in order to qualify the
            Plan under Section 40 of the Internal Revenue Code of 1986, as
            amended.

    23.1    Consent of Arthur Andersen  LLP.

   *23.2   Consent of  Ernst & Young LLP.

   *23.3   Consent of Grant Thornton (formerly Doane Raymond).

   *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 (the "Act");

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

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

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

                                      -5-
<PAGE>

          2.   That, for the purpose of determining any liability under the Act,
     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 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 Act 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 of 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 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.

                                      -6-
<PAGE>

                               Power of Attorney


     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Friede Goldman Halter, Inc. (the "Company") hereby constitutes and
appoints Rick S. Rees  and Maureen O. Sullivan,  and each 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 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 such 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 7th day of December 1999.

     Signature                   Title
     ---------                   -----


/s/ J. L. Holloway         Chairman of the Board and Chief Executive Officer
_______________________    (Principal Executive Officer)
  J. L. Holloway


                           Vice Chairman of the Board, President,
_______________________    Chief Operating Officer and Director
   John Dane, III


/s/ Rick S. Rees           Executive Vice President and Chief Financial Officer
_______________________    (Principal Financial and Accounting Officer)
    Rick S. Rees


/s/ Alan A. Baker          Director
_______________________
   Alan A. Baker


/s/ T. Jay Collins         Director
_______________________
   T. Jay Collins


/s/ Angus R. Cooper, II    Director
_______________________
 Angus R. Cooper, II


/s/ Barry J. Galt          Director
_______________________
     Barry J. Galt


/s/ Jerome L. Goldman      Director
_______________________
   Jerome L. Goldman

                                      -7-
<PAGE>


/s/ Burt H. Keenan         Director
_______________________
     Burt H. Keenan


/s/ Gary L. Kott           Director
_______________________
     Gary L. Kott


/s/ Kenneth W. Lewis       Director
_______________________
    Kenneth W. Lewis


/s/ Raymond E. Mabus       Director
_______________________
   Raymond E. Mabus

                                      -8-
<PAGE>

     The Plan. Pursuant to the requirements of the Securities Act of 1933,
Friede Goldman, Halter Benefits Committee, as the administrator of the Plan, has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gulfport, State of
Mississippi, on this 7th day of December, 1999.

                         FRIEDE GOLDMAN HALTER, INC. 401(k) PROFIT SHARING PLAN

                         By:    Friede Goldman Halter Benefits Committee,
                                as Plan Administrator

                                /s/ Rick S. Rees
                                _____________________________________________
                                Rick S. Rees
                                As a Member of Friede Goldman Halter Benefits
                                Committee

                                      -9-
<PAGE>

                                 EXHIBIT INDEX


    Exhibit
    Number  Description
    ------  -----------

      4.1   Articles of Incorporation of the Company, as amended (incorporated
            by reference to the Company's Registration Statement on Form 8-A
            filed with the Commission on November 18, 1998).

      4.2   Amended and Restated Bylaws of the Company the Company (incorporated
            by reference to the Company's Current Report on Form 8-K filed with
            the Commission on November 9, 1999).

     *4.3   The Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan.

      5.1   The registrant hereby undertakes that it will submit or has
            submitted the Plan and any amendment thereto to the Internal Revenue
            Service in a timely manner and has made or will make all changes
            required by the Internal Revenue Service in order to qualify the
            Plan under Section 40 of the Internal Revenue Code of 1986, as
            amended.

    *23.1   Consent of Arthur Andersen  LLP.

    *23.2   Consent of  Ernst & Young LLP.

    *23.3   Consent of Grant Thornton (formerly Doane Raymond).

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

---------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "401 (K) PROFIT SHARING PLAN", "secsgml_size_bytes": 28729}]
{"company-data": {"conformed-name": "FRIEDE GOLDMAN HALTER INC", "cik": "0001039780", "assigned-sic": "3533", "irs-number": "721362492", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92237", "film-number": "99770108"}, "business-address": {"street1": "13085 INDUSTRIAL SEAWAY ROAD", "city": "GULFPORT", "state": "MS", "zip": "39503", "phone": "2288960029"}, "mail-address": {"street1": "13085 INDUSTRIAL SEAWAY ROAD", "city": "GULFPORT", "state": "MS", "zip": "39503"}, "former-company": {"former-conformed-name": "FRIEDE GOLDMAN INTERNATIONAL INC", "date-changed": "19970521"}}
As filed with the Securities and Exchange Commission on December 7, 1999

                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                                _______________

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

                          FRIEDE GOLDMAN HALTER, INC.
             (formerly known as Friede Goldman International Inc.)
             (Exact name of registrant as specified in its charter)

              Mississippi                                 64-0900067
      (State or other jurisdiction          (I.R.S. Employer Identification No.)
    of incorporation or organization)

    13085 Industrial Seaway Road
       Gulfport, Mississippi                                 39503
(Address of Principal Executive Offices)                  (Zip Code)

                          Friede Goldman Halter, Inc.
                          401(k) Profit Sharing Plan
                           (Full title of the plan)

                                  Rick S. Rees
              Executive Vice President and Chief Financial Officer
                          13085 Industrial Seaway Road
                             Gulfport, Mississippi
                                 (228) 896-0029
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                        CALCULATION OF REGISTRATION FEE
                               _________________
==========================================================================================================================
                                                                       Proposed
                                                                        Maximum       Proposed Maximum
                                                 Amount to be       Offering Price   Aggregate Offering      Amount of
Title of Securities to be Registered          Registered (1)(2)      Per Share (3)        Price (3)       Registration Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share(4)    1,350,000 shares            $ 7.5938       $ 10,251,630          $ 2,707
==========================================================================================================================
(1) 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.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
    amended, this Registration Statement also covers an indeterminate amount of
    plan interests to be offered or sold pursuant to the Friede Goldman Halter,
    Inc. 401(k) Profit Sharing Plan.

(3) Estimated solely for the purpose of calculating the registration fee, based
    upon the average of the high and low prices of a share of the Company's
    common stock on the New York Stock Exchange on December 6, 1999 pursuant to
    Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.

(4) Includes associated rights to purchase shares of the Registrant's Series A
    Junior Participating Preferred Stock. The Rights are not currently separable
    from the shares of Common Stock and are not currently exercisable.
================================================================================
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 participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference 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 Certain Documents by Reference

          Friede Goldman Halter, Inc. (the "Company") and the Friede Goldman
Halter, Inc. 401(k) Profit Sharing Plan (the "Plan") incorporate herein by
reference in this Registration Statement the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

          1.   The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1998;

          2.   The Company's Quarterly Reports on Form 10-Q for the quarterly
               periods ended March 31, 1999, June 30, 1999 and September 30,
               1999;

          3.   The Company's Current Reports on Form 8-K filed with the
               Commission on October 26, 1999, November 4, 1999 and November 9,
               1999.

          4.   The Company's Proxy Statement which is contained in the Company's
               Registration Statement on Form S-4 (Registration No. 333-87853),
               filed with the Commission on September 27, 1999.

          5.   The Company's Registration Statement on Form 8-A with respect to
               the Company's common stock, par value $.01 per share, filed with
               the Commission on March 18, 1998; and

          6.   The Company's Registration Statement on Form 8-A with respect to
               the Company's Rights to purchase Series A Junior Participating
               Preferred Stock, par value $.01 per share, filed with the
               Commission on January 12, 1999, as amended to date.

          All documents filed by the Company or the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated herein by reference shall be deemed to be modified
or superseded for purposes of the Registration Statement and the Prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or the Prospectus.

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

       None.

                                      -2-
Item 6.   Indemnification of Directors and Officers

          Subsection (a) of Section 79-4-8.51 ("Section 8.51") of the
Mississippi Business Corporation Act (the "MBCA"), as amended, authorizes
corporations to indemnify an individual made a party to a proceeding because he
is a director against liability incurred in the proceeding if (1) he conducted
himself in good faith, (2) he reasonably believed, in the case of conduct in his
official capacity, that his conduct was in the best interests of the
corporation, and in all other cases, that his conduct was at least not opposed
to its best interests and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Subsection (d) of Section
8.51 provides that a corporation may not indemnify a director (1) in connection
with a proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with a proceeding if it is determined that the
director has met the relevant standard of conduct under subsection (a) described
above, or (2) in connection with any proceeding with respect to conduct for
which he was adjudged liable on the basis that he received a financial benefit
to which he was not entitled, whether or not involving action in his official
capacity.

          Section 79-4-8.52 ("Section 8.52") of the MBCA provides that a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding.

          Section 79-4-8.54 of the MBCA authorizes a director of the corporation
who is a party to a proceeding to apply for indemnification or an advance of
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. The court may order (1) indemnification if it determines the
director is entitled to mandatory indemnification under Section 8.52, (2)
indemnification or advance of expenses if it determines the director is so
entitled under the articles of incorporation, bylaws, resolution of the
corporation or contract approved by the board of directors or shareholders, or
(3) indemnification or advance of expenses if it determines that it is fair and
reasonable.

          Section 79-4-8.56 of the MBCA provides that a corporation may
indemnify and advance expenses to an officer of the corporation who is a party
to a proceeding because he is an officer of the corporation to the same extent
as to a director and, if he is an officer but not a director, to such further
extent as provided for in the articles of incorporation, bylaws, resolution of
the board of directors or contract, except for (1) liability in connection with
a proceeding by or in the right of the corporation other than for reasonable
expenses incurred in connection with the proceeding or (2) liability arising out
of conduct that constitutes (A) receipt by him of a financial benefit to which
he is not entitled, (B) an intentional infliction of harm on the corporation or
shareholders, or (C) an intentional violation of criminal law.

          Section 79-4-8.57 of the MBCA authorizes a corporation to purchase and
maintain insurance on behalf of an individual who is a director or officer of
the corporation, or who, while a director or officer of the corporation, serves
at the corporation's request as a director, officer, partner, trustee, employee
or agent of another domestic or foreign partnership, joint venture, trust,
employee benefit plan or other entity, against liability asserted against or
incurred by him in that capacity or arising from his status as a director or
officer, whether or not the corporation would have power to indemnify or advance
expenses to him against the same liability under the indemnification provisions
of the MBCA.

          Section 79-4.202(b)(4) of the MBCA, as amended, provides that the
articles of incorporation may contain a provision eliminating or limiting the
liability of a director to the corporation or its shareholders for money damages
for any action taken, or any failure to take any action, as a director, except
liability for (1) the amount of a financial benefit received by a director to
which he is not entitled, (2) an intentional infliction of harm on the
corporation or the shareholders, (3) a violation of Section 79-4-8.33 of the
MBCA dealing with liability for unlawful distributions or (4) an intentional
violation of criminal law.

          Article Nine of the Company's Amended and Restated Articles of
          Incorporation states that:

          No director of the Company shall be personally liable to the
          Company or its shareholders for monetary damages for breach
          of fiduciary duty by such director as a director; provided
          however, that this Article Nine shall not eliminate or limit
          the liability of a director to the extent provided by
          applicable law (1) for any breach of the director's duty of
          loyalty to the Company or its shareholders, (2) for acts or
          omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law, (3) under Section
          79-4-8.33 of the MBCA or (4) for any transaction from which
          the director derived an improper personal benefit. No
          amendment to or repeal of this Article Nine shall apply to,
          or have any effect on, the liability or alleged liability of
          any director

                                      -3-
of the Company for or with respect to any acts or omissions
          of such director occurring prior to such amendment or
          repeal. If the laws of the State of Mississippi are amended
          to authorize corporate action further eliminating or
          limiting the personal liability of directors, then the
          liability of a director of the Company shall be eliminated
          or limited to the fullest extent permitted by the laws of
          the State of Mississippi, as so amended.

          In addition, Section 6.1 of the Company's bylaws further provides
          that:

          Each person who was or is made a party or is threatened to
          be made a party to or is involved in any action, suit or
          proceeding, whether civil, criminal, administrative or
          investigative (hereinafter a "proceeding"), by reason of the
          fact that such person, or a person of whom such person is
          the legal representative, is or was or has agreed to become
          a director or officer of the Corporation or is or was
          serving or has agreed to serve at the request of the Company
          as a director, officer, employee or agent of another
          corporation or of a partnership, joint venture, trust or
          other enterprise, including service with respect to employee
          benefit plans, whether the basis of such proceeding is
          alleged action in an official capacity as a director,
          officer, employee or agent or in any other capacity while
          serving or having agreed to serve as a director, officer,
          employee or agent, shall be indemnified and held harmless by
          the Company to the fullest extent authorized by the MBCA, as
          the same exists or may hereafter be amended (but, in the
          case of any such amendment, only to the extent that such
          amendment permits the Company to provide broader
          indemnification rights that said law permitted the Company
          to provide prior to such amendment), against all expense,
          liability and loss (including attorneys' fees, judgments,
          fines, amounts paid or to be paid in settlement and excise
          taxes or penalties arising under the Employee Retirement
          Income Security Act of 1974, as in effect from time to time)
          reasonably incurred or suffered by such person in connection
          therewith and such indemnification shall 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; provided, however, that,
          except as provided in Section 6.2 hereof, the Company shall
          indemnify any such person seeking indemnification in
          connection with a proceeding (or part thereof) initiated by
          such person only if such proceeding (or part thereof) was
          authorized by the Board of Directors. The right to
          indemnification conferred in this Section shall be a
          contract right and shall include the right to have the
          Company pay, subject to the provisions of Sections 8.51 and
          8.53 of MBCA, the expenses incurred in defending any such
          proceeding in advance of its final disposition; any advance
          payments to be paid by the Company within 20 calendar days
          after the receipt by the Company of a statement or
          statements from the claimant requesting such advance or
          advances from time to time; provided, however, that, if and
          to the extent the MBCA requires, the payment of such
          expenses incurred by a director or officer in advance of the
          final disposition of a proceeding, shall be made only upon
          delivery to the Company of an undertaking, by or on behalf
          of such director or officer, to repay all amounts so
          advanced if it shall ultimately be determined that such
          director or officer is not entitled to be indemnified under
          this Section 6.1 or otherwise. The Company may, to the
          extent authorized from time to time by the Board of
          Directors, grant rights to indemnification, and rights to
          have the Company pay the expenses incurred in defending any
          proceeding in advance of its final disposition, to any
          employee or agent of the Company to the fullest extent of
          the provisions of this Article VI with respect to the
          indemnification and advancement of expenses of directors and
          officers of the Company.

Item 7.   Exemption from Registration Claimed

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

                                      -4-
Item 8.  Exhibits

   Exhibit
   Number   Description
   ------   -----------

     4.1    Articles of Incorporation of the Company, as amended (incorporated
            by reference to the Company's Registration Statement on Form 8-A
            filed with the Commission on November 18, 1998).

     4.2    Amended and Restated Bylaws of the Company the Company (incorporated
            by reference to the Company's Current Report on Form 8-K filed with
            the Commission on November 9, 1999).

    *4.3    The Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan.

     5.1    The registrant hereby undertakes that it will submit or has
            submitted the Plan and any amendment thereto to the Internal Revenue
            Service in a timely manner and has made or will make all changes
            required by the Internal Revenue Service in order to qualify the
            Plan under Section 40 of the Internal Revenue Code of 1986, as
            amended.

    23.1    Consent of Arthur Andersen  LLP.

   *23.2   Consent of  Ernst & Young LLP.

   *23.3   Consent of Grant Thornton (formerly Doane Raymond).

   *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 (the "Act");

          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

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

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

                                      -5-
2.   That, for the purpose of determining any liability under the Act,
     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 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 Act 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 of 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 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.

                                      -6-
Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of Friede Goldman Halter, Inc. (the "Company") hereby constitutes and
appoints Rick S. Rees  and Maureen O. Sullivan,  and each 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 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 such 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 7th day of December 1999.

     Signature                   Title
     ---------                   -----

/s/ J. L. Holloway         Chairman of the Board and Chief Executive Officer
_______________________    (Principal Executive Officer)
  J. L. Holloway

                           Vice Chairman of the Board, President,
_______________________    Chief Operating Officer and Director
   John Dane, III

/s/ Rick S. Rees           Executive Vice President and Chief Financial Officer
_______________________    (Principal Financial and Accounting Officer)
    Rick S. Rees

/s/ Alan A. Baker          Director
_______________________
   Alan A. Baker

/s/ T. Jay Collins         Director
_______________________
   T. Jay Collins

/s/ Angus R. Cooper, II    Director
_______________________
 Angus R. Cooper, II

/s/ Barry J. Galt          Director
_______________________
     Barry J. Galt

/s/ Jerome L. Goldman      Director
_______________________
   Jerome L. Goldman

                                      -7-
/s/ Burt H. Keenan         Director
_______________________
     Burt H. Keenan

/s/ Gary L. Kott           Director
_______________________
     Gary L. Kott

/s/ Kenneth W. Lewis       Director
_______________________
    Kenneth W. Lewis

/s/ Raymond E. Mabus       Director
_______________________
   Raymond E. Mabus

                                      -8-
The Plan. Pursuant to the requirements of the Securities Act of 1933,
Friede Goldman, Halter Benefits Committee, as the administrator of the Plan, has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gulfport, State of
Mississippi, on this 7th day of December, 1999.

                         FRIEDE GOLDMAN HALTER, INC. 401(k) PROFIT SHARING PLAN

                         By:    Friede Goldman Halter Benefits Committee,
                                as Plan Administrator

                                /s/ Rick S. Rees
                                _____________________________________________
                                Rick S. Rees
                                As a Member of Friede Goldman Halter Benefits
                                Committee

                                      -9-
EXHIBIT INDEX

    Exhibit
    Number  Description
    ------  -----------

      4.1   Articles of Incorporation of the Company, as amended (incorporated
            by reference to the Company's Registration Statement on Form 8-A
            filed with the Commission on November 18, 1998).

      4.2   Amended and Restated Bylaws of the Company the Company (incorporated
            by reference to the Company's Current Report on Form 8-K filed with
            the Commission on November 9, 1999).

     *4.3   The Friede Goldman Halter, Inc. 401(k) Profit Sharing Plan.

      5.1   The registrant hereby undertakes that it will submit or has
            submitted the Plan and any amendment thereto to the Internal Revenue
            Service in a timely manner and has made or will make all changes
            required by the Internal Revenue Service in order to qualify the
            Plan under Section 40 of the Internal Revenue Code of 1986, as
            amended.

    *23.1   Consent of Arthur Andersen  LLP.

    *23.2   Consent of  Ernst & Young LLP.

    *23.3   Consent of Grant Thornton (formerly Doane Raymond).

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

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