As filed with the Securities and Exchange Commission on 
December 15, 1998 
                                              Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                  --------------------------------------------

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


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

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

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


                      THREE INDIVIDUAL STOCK OPTION GRANTS

                           TO PURCHASE COMMON STOCK OF

                        FRIEDE GOLDMAN INTERNATIONAL INC.
                            (Full title of the plan)

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

                  --------------------------------------------


                                    copy to:

                                 Thomas P. Mason
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

                  --------------------------------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

========================================================================================================================
                                                                                          Proposed
                                                                       Proposed            Maximum
                                                    Amount              Maximum           Aggregate         Amount of
                                                     to be          Offering Price        Offering         Registration
    Title of Securities to be Registered       registered (2)(3)     Per Share (1)        Price (1)            Fee
------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                <C>                 <C>   

Common Stock, $0.01 per share                        9,000              $12.03             $108,270           $30.10
========================================================================================================================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule  457(h),  based upon the average of the high and low price
     per share of the  Company's  common  stock for December 14, 1998 on the New
     York Stock Exchange as reported in The Wall Street Journal on December 15,
     1998.
(2)  The indicated  shares  represent shares that may be issued upon exercise of
     stock  options  granted to  employees of the Company (as defined in General
     Instruction  A(1)(a) to Form S-8) pursuant to individual  option agreements
     outside the Company's 1997 Equity Incentive Plan. Such options were granted
     on August 26, 1997 to the  following  persons:  Fred Cruz  (4,000  shares),
     Brian Harger (4,000 shares) and Ricky Parker (1,000 shares).
(3)  The  number of  shares of Common  Stock  registered  herein is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

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



<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

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


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarters ended April 5, 1998, July 5, 1998 and October 4, 1998 as filed with the
Commission on May 15, 1998, August 14, 1998 and October 12, 1998, respectively.

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

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

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

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

                  (g) The description of the Company's  common stock,  par value
$0.01 (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A (File No.  001-14627)  filed with the  Commission  on October 18, 1998,
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

                  Subsection (a) of Section  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 and (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 (i) in connection
with a proceeding by or in the right of the corporation,


                                      II-2

<PAGE>



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 (ii) 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  (i)  indemnification  if it
determines the director is entitled to mandatory  indemnification  under Section
8.52, (ii)  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
(iii)  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  (i) to the same
extent as to a director,  and (ii) 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 (A)  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 (B)
liability  arising  out of  conduct  that  constitutes  (1)  receipt by him of a
financial benefit to which he is not entitled,  (2) an intentional infliction of
harm on the corporation or  shareholders,  or (iii) 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 79-4-2.02(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 (i) the  amount  of a  financial  benefit  received  by a
director to which he is not entitled,  (ii) an intentional infliction of harm on
the corporation or the  shareholders,  (iii) a violation of Section 79-4-8.33 of
the  MBCA  dealing  with  liability  for  unlawful   distributions  or  (iv)  an
intentional violation of criminal law.

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

                  No director of the Corporation  shall be personally  liable to
the Corporation or its shareholders 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 shareholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  79-4-8.33  of the  MBCA 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
missions 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 Corporation shall be eliminated or limited to the
fullest extent permitted by the laws of the State of Mississippi, as so amended.

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

                                      II-3

<PAGE>



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8.  EXHIBITS.

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

4.1      Articles of  Incorporation  (incorporated  by reference to Exhibit 1 to
         the  Company's  Registration  Statement  on Form  8-A  filed  with  the
         Commission on November 18, 1998).

4.2      Bylaws  (incorporated  by  reference  to  Exhibit  2 to  the  Company's
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         November 18, 1998).

5.1*     Opinion of Watkins & Eager PLLC as to the  legality of the shares being
         registered.

23.1*    Consent of Arthur Andersen LLP.

23.2*    Consent of  Watkins & Eager  PLLC  (included  in the  opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.3*    Consent of Ernst & Young Audit.

23.4*    Consent of Grant Thornton Chartered Accountants.

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

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


ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

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



                                      II-4

<PAGE>



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

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

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




                                      II-5

<PAGE>

                                   SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933,  registrant  certifies that it has reasonable grounds to believe that it
  meets all of the  requirements for filing on Form S-8 and has duly caused this
  registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
  thereunto duly authorized,  in the City of Jackson,  State of Mississippi,  on
  the 15th day of December 1998.

                                         FRIEDE GOLDMAN INTERNATIONAL INC.



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

                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
                Signature                                          Title                              Date
                ---------                                          -----                              ----
<S>                                          <C>                                                 <C>    

   /s/ J. L. Holloway                         Chairman of the Board of Directors,                 December 15, 1998
----------------------------------------      President and Chief Executive Officer                
  J. L. Holloway                                                

   /s/ Jobie T. Melton
---------------------------------------       Chief Financial Officer (Principal Financial        December 15, 1998
  Jobie T. Melton                             Officer and Principal Accounting Officer)           


   /s/ Alan A. Baker                          Director                                            December 15, 1998
 ---------------------------------------                                                  
  Alan A. Baker

   /s/ T. Jay Collins                         Director                                            December 15, 1998
 ---------------------------------------                                                  
  T. Jay Collins


   /s/ John G. Corlew                         Director                                            December 15, 1998 
  ---------------------------------------                                                
  John G. Corlew


  /s/ Jerome L. Goldman                       Director                                            December 15, 1998
  ---------------------------------------                                                
  Jerome L. Goldman                                                                               
  

  /s/ Raymond E. Mabus, Jr.                   Director                                            December 15, 1998
  ---------------------------------------                                                
  Raymond E. Mabus, Jr.


  /s/ Howell W. Tod                           Director                                            December 15, 1998
  ---------------------------------------                                               

</TABLE>
                                      II-6

<PAGE>




                                  EXHIBIT INDEX

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

4.1      Articles of  Incorporation  (incorporated  by reference to Exhibit 1 to
         the  Company's  Registration  Statement  on Form  8-A  filed  with  the
         Commission on November 18, 1998).

4.2      Bylaws  (incorporated  by  reference  to  Exhibit  2 to  the  Company's
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         November 18, 1998).

5.1*     Opinion of Watkins & Eager PLLC as to the  legality of the shares being
         registered.

23.1*    Consent of Arthur Andersen LLP.

23.2*    Consent of  Watkins & Eager  PLLC  (included  in the  opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.3*    Consent of Ernst & Young Audit.

23.4*    Consent of Grant Thornton Chartered Accountants.

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

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



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FRIEDE GOLDMAN INTERNATIONAL, INC. FORM S-8", "secsgml_size_bytes": 25232}]
{"company-data": {"conformed-name": "FRIEDE GOLDMAN INTERNATIONAL INC", "cik": "0001039780", "assigned-sic": "3533", "irs-number": "721362492", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69021", "film-number": "98770573"}, "business-address": {"street1": "525 CAPITOL", "street2": "STE 402", "city": "JACKSON", "state": "MS", "zip": "39201", "phone": "6013521107"}, "mail-address": {"street1": "525 E CAPITOL ST", "street2": "STE 402", "city": "JACKSON", "state": "MS", "zip": "39201"}}
As filed with the Securities and Exchange Commission on 
December 15, 1998 
                                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                  --------------------------------------------

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

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

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

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

                      THREE INDIVIDUAL STOCK OPTION GRANTS

                           TO PURCHASE COMMON STOCK OF

                        FRIEDE GOLDMAN INTERNATIONAL INC.
                            (Full title of the plan)

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

                  --------------------------------------------

                                    copy to:

                                 Thomas P. Mason
                             Andrews & Kurth L.L.P.
                            4200 Texas Commerce Tower
                                   600 Travis
                              Houston, Texas 77002
                                 (713) 220-4200

                  --------------------------------------------

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                                          Proposed
                                                                       Proposed            Maximum
                                                    Amount              Maximum           Aggregate         Amount of
                                                     to be          Offering Price        Offering         Registration
    Title of Securities to be Registered       registered (2)(3)     Per Share (1)        Price (1)            Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 per share                        9,000              $12.03             $108,270           $30.10
========================================================================================================================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule  457(h),  based upon the average of the high and low price
     per share of the  Company's  common  stock for December 14, 1998 on the New
     York Stock Exchange as reported in The Wall Street Journal on December 15,
     1998.
(2)  The indicated  shares  represent shares that may be issued upon exercise of
     stock  options  granted to  employees of the Company (as defined in General
     Instruction  A(1)(a) to Form S-8) pursuant to individual  option agreements
     outside the Company's 1997 Equity Incentive Plan. Such options were granted
     on August 26, 1997 to the  following  persons:  Fred Cruz  (4,000  shares),
     Brian Harger (4,000 shares) and Ricky Parker (1,000 shares).
(3)  The  number of  shares of Common  Stock  registered  herein is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.

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

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
quarters ended April 5, 1998, July 5, 1998 and October 4, 1998 as filed with the
Commission on May 15, 1998, August 14, 1998 and October 12, 1998, respectively.

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

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

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

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

                  (g) The description of the Company's  common stock,  par value
$0.01 (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A (File No.  001-14627)  filed with the  Commission  on October 18, 1998,
pursuant to Section 12 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act").

ITEM 4.  DESCRIPTION OF SECURITIES.

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

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

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

                  Subsection (a) of Section  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 and (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 (i) in connection
with a proceeding by or in the right of the corporation,

                                      II-2
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 (ii) 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  (i)  indemnification  if it
determines the director is entitled to mandatory  indemnification  under Section
8.52, (ii)  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
(iii)  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  (i) to the same
extent as to a director,  and (ii) 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 (A)  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 (B)
liability  arising  out of  conduct  that  constitutes  (1)  receipt by him of a
financial benefit to which he is not entitled,  (2) an intentional infliction of
harm on the corporation or  shareholders,  or (iii) 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 79-4-2.02(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 (i) the  amount  of a  financial  benefit  received  by a
director to which he is not entitled,  (ii) an intentional infliction of harm on
the corporation or the  shareholders,  (iii) a violation of Section 79-4-8.33 of
the  MBCA  dealing  with  liability  for  unlawful   distributions  or  (iv)  an
intentional violation of criminal law.

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

                  No director of the Corporation  shall be personally  liable to
the Corporation or its shareholders 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 shareholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  79-4-8.33  of the  MBCA 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
missions 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 Corporation shall be eliminated or limited to the
fullest extent permitted by the laws of the State of Mississippi, as so amended.

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

                                      II-3
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8.  EXHIBITS.

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

4.1      Articles of  Incorporation  (incorporated  by reference to Exhibit 1 to
         the  Company's  Registration  Statement  on Form  8-A  filed  with  the
         Commission on November 18, 1998).

4.2      Bylaws  (incorporated  by  reference  to  Exhibit  2 to  the  Company's
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         November 18, 1998).

5.1*     Opinion of Watkins & Eager PLLC as to the  legality of the shares being
         registered.

23.1*    Consent of Arthur Andersen LLP.

23.2*    Consent of  Watkins & Eager  PLLC  (included  in the  opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.3*    Consent of Ernst & Young Audit.

23.4*    Consent of Grant Thornton Chartered Accountants.

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

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

ITEM 9.   UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                      II-5
SIGNATURES

        The  Registrant.  Pursuant to the  requirements of the Securities Act of
  1933,  registrant  certifies that it has reasonable grounds to believe that it
  meets all of the  requirements for filing on Form S-8 and has duly caused this
  registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
  thereunto duly authorized,  in the City of Jackson,  State of Mississippi,  on
  the 15th day of December 1998.

                                         FRIEDE GOLDMAN INTERNATIONAL INC.

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

                                POWER OF ATTORNEY

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

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
  registration  statement  has  been  signed  by the  following  persons  in the
  capacities and on the dates indicated.
Signature                                          Title                              Date
                ---------                                          -----                              ----
/s/ J. L. Holloway                         Chairman of the Board of Directors,                 December 15, 1998
----------------------------------------      President and Chief Executive Officer                
  J. L. Holloway                                                

   /s/ Jobie T. Melton
---------------------------------------       Chief Financial Officer (Principal Financial        December 15, 1998
  Jobie T. Melton                             Officer and Principal Accounting Officer)           

   /s/ Alan A. Baker                          Director                                            December 15, 1998
 ---------------------------------------                                                  
  Alan A. Baker

   /s/ T. Jay Collins                         Director                                            December 15, 1998
 ---------------------------------------                                                  
  T. Jay Collins

   /s/ John G. Corlew                         Director                                            December 15, 1998 
  ---------------------------------------                                                
  John G. Corlew

  /s/ Jerome L. Goldman                       Director                                            December 15, 1998
  ---------------------------------------                                                
  Jerome L. Goldman                                                                               
  

  /s/ Raymond E. Mabus, Jr.                   Director                                            December 15, 1998
  ---------------------------------------                                                
  Raymond E. Mabus, Jr.

  /s/ Howell W. Tod                           Director                                            December 15, 1998
  ---------------------------------------
II-6
EXHIBIT INDEX

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

4.1      Articles of  Incorporation  (incorporated  by reference to Exhibit 1 to
         the  Company's  Registration  Statement  on Form  8-A  filed  with  the
         Commission on November 18, 1998).

4.2      Bylaws  (incorporated  by  reference  to  Exhibit  2 to  the  Company's
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         November 18, 1998).

5.1*     Opinion of Watkins & Eager PLLC as to the  legality of the shares being
         registered.

23.1*    Consent of Arthur Andersen LLP.

23.2*    Consent of  Watkins & Eager  PLLC  (included  in the  opinion  filed as
         Exhibit 5.1 to this Registration Statement).

23.3*    Consent of Ernst & Young Audit.

23.4*    Consent of Grant Thornton Chartered Accountants.

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

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

                                      II-7