As filed with the Securities and Exchange Commission on April 2, 1998.
                                                 Registration No. 333-




                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

                                  __________

                                  FORM S-8

                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933

                                  __________

                           UNIFAB INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

          LOUISIANA                                  72-1382998
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                Identification No.)


                                5007 PORT ROAD
                          NEW IBERIA, LOUISIANA 70562
                       (Address, including zip code, of
                   registrant's principal executive offices)

             UNIFAB INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN
                                     AND
               RESTRICTED STOCK AGREEMENTS WITH CERTAIN EMPLOYEES
                           (Full title of the plans)

                                  __________

                               DAILEY J. BERARD
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           UNIFAB INTERNATIONAL, INC.
                                5007 PORT ROAD
                           NEW IBERIA, LOUISIANA 70562
                                (318) 367-8291
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copy to:

                             MARGARET F. MURPHY
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                           201 ST. CHARLES AVENUE
                      NEW ORLEANS, LOUISIANA 70170-5100

<TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                  Amount           Proposed maximum    Proposed maximum       Amount of
Title of securities               to be             offering price        aggregate          registration
to be registered                  registered(1)        per unit         offering price           fee
----------------------------------------------------------------------------------------------------------
<S>                               <C>              <C>                 <C>                  <C>
Common Stock
($.01 par value per share) .....  133,500 shares       $18.00  (2)     $  2,403,000   (2)   $   708.89(2)
                                    4,000 shares       $18.9363(2)           75,745.20(2)        22.35(2)
                                  325,500 shares       $18.375 (3)        5,981,062.50(3)     1,764.42(3)
                                  --------                             ------------------   --------------
Total Common Stock .............  463,000 shares                       $  8,459,807.70      $ 2,495.66
==========================================================================================================
</TABLE>
(1)  Upon a stock split, stock dividend or similar transaction  in  the future
     and  during  the  effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares  registered  shall  be
     automatically  increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance  with  Rule  457(h)(1) under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.
(3)  Estimated  solely  for the purpose of calculating  the  registration  fee
     pursuant to Rule 457(c)  under  the  Securities  Act of 1933, based on the
     average of the high and low price per share of the  Common  Stock  on  The
     Nasdaq Stock Market on March 27, 1998.
===============================================================================



<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Prospectus dated September 18,  1997 filed pursuant
to Rule 424(b) under the Securities Act of 1933;

     (b)  The  Company's  quarterly reports on Form 10-Q for  the  quarters
ended September 30, 1997 and December 31, 1997;

     (c)  The  Company's  current   report  on  Form  8-K  filed  with  the
Commission on February 20, 1998;

     (d)  All  other  reports filed by  the  Company  with  the  Commission
pursuant to Section 13  of  the Securities Exchange Act of 1934 since March
31, 1997; and

     (e)  The description of  the  Company's  Common  Stock included in the
Company's Registration Statement on Form 8-A filed September  4,  1997  and
effective  September  18, 1997, by incorporation by reference from pages 44
through  46  of  the  Company's   Registration   Statement   on   Form  S-1
(Registration No. 333-31609).

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Louisiana Business Corporation  Law  (the "LBCL"), Section 83, (i)
gives Louisiana corporations broad powers to indemnify  their  present  and
former  directors and officers and those of affiliated corporations against
expenses  incurred  in  the  defense  of any lawsuit to which they are made
parties by reason of being or having been  such directors or officers; (ii)
subject to specific conditions and exclusions,  gives a director or officer
who  successfully  defends an action the right to be  so  indemnified;  and
(iii) authorizes Louisiana  corporations  to  buy  directors' and officers'
liability insurance.  Such indemnification is not exclusive  of  any  other
rights  to  which  those  indemnified  may  be  entitled  under any by-law,
agreement, authorization of shareholders or otherwise.

     The Company's By-laws make mandatory the indemnification  of directors
and  officers  permitted  by  the  LBCL.  The  standard  to  be  applied in
evaluating  any  claim  for  indemnification (excluding claims for expenses
incurred in connection with the  successful  defense  of  any proceeding or
matter therein for which indemnification is mandatory without  reference to
any  such  standard) is whether the claimant acted in good faith and  in  a
manner he reasonably  believed  to  be  in,  or  not  opposed  to, the best
interests  of  the  Company.   With  respect  to  any  criminal  action  or
proceeding,  the  standard  is that the claimant had no reasonable cause to
believe  the conduct was unlawful.   No  indemnification  is  permitted  in
respect of  any  claim,  issue  or matter as to which a director or officer
shall have been adjudged by a court  of competent jurisdiction to be liable
for willful or intentional misconduct  or  to  have  obtained  an  improper
personal  benefit,  unless,  and  only  to  the extent that the court shall
determine upon application that, in view of all  the  circumstances  of the
case,  he  is fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.

     The Company maintains liability policies to indemnify its officers and
directors against  loss  arising  from  claims  by  reason  of  their legal
liability  for  acts as officers and directors, subject to limitations  and
conditions to be set forth in the policies.

     Each of the  Company's  directors  and  executive officers has entered
into an indemnity agreement with the Company, pursuant to which the Company
has agreed under certain circumstances to purchase  and maintain directors'
and officers' liability insurance.  The agreements also  provide  that  the
Company  will  indemnify  the  directors and executive officers against any
costs and expenses, judgments, settlements and fines incurred in connection
with any claim involving a director  or  executive officer by reason of his
position as director or officer that are in excess of the coverage provided
by any such insurance, provided that the director  or officer meets certain
standards of conduct.  Under the indemnity agreements,  the  Company is not
required  to  purchase  and  maintain  directors'  and  officers' liability
insurance if it is not reasonably available or, in the reasonable  judgment
of  the  Board  of  Directors, there is insufficient benefit to the Company
from the insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

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

     23.1 Consent of Ernst & Young LLP

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To  file,  during  any  period in which offers or sales  are
being made, a post-effective amendment to  this  registration  statement to
include  any  material information with respect to the plan of distribution
not previously  disclosed  in  the  registration  statement or any material
change to such information in the registration statement.

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

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

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

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



<PAGE>
                                  SIGNATURES

             Pursuant to the requirements  of  the  Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to  believe  that  it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in the City of New Iberia, State of Louisiana, on March  26,
1998.

                                          UNIFAB International, Inc.


                                          By:    /S/ DAILEY J. BERARD
                                              ------------------------------
                                                Dailey J. Berard
                                                President, Chief Executive
                                                Officer and
                                                Chairman of the Board

                               POWER OF ATTORNEY

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

      Pursuant  to  the requirements of the Securities Act of 1933, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.

        SIGNATURE                         TITLE                    DATE


   /S/ DAILEY J. BERARD        President, Chief Executive      March 26, 1998
  --------------------------   Officer and Chairman of the
       Dailey J. Berard        Board (Principal Executive 
                                         Officer)

    /S/ PETER J. ROMAN      Vice President and Chief Financial March 26, 1998
 --------------------------- Officer (Principal Financial and
        Peter J. Roman              Accounting Officer)


 /S/ CHARLES E. BROUSSARD               Director               March 26, 1998
 ---------------------------
   Charles E. Broussard


     /S/ PERRY SEGURA                   Director               March 26, 1998
 ---------------------------
       Perry Segura


/S/ RICHARD E. ROBERSON, JR.            Director               March 27, 1998
 ---------------------------
 Richard E. Roberson, Jr.


     /S/ GEORGE C. YAX                  Director               March 26, 1998
 ---------------------------
       George C. Yax
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16170}]
{"company-data": {"conformed-name": "UNIFAB INTERNATIONAL INC", "cik": "0000101990", "assigned-sic": "3730", "irs-number": "721382998", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49239", "film-number": "98586402"}, "business-address": {"street1": "5007 PORT RD", "city": "NEW IBERIA", "state": "LA", "zip": "70562", "phone": "3183678291"}, "mail-address": {"street1": "P O BOX 11308", "city": "NEW IBERIA", "state": "LA", "zip": "70562"}, "former-company": {"former-conformed-name": "UNIVERSAL FABRICATORS INC", "date-changed": "19970617"}}
As filed with the Securities and Exchange Commission on April 2, 1998.
                                                 Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549

                                  __________

                                  FORM S-8

                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933

                                  __________

                           UNIFAB INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

          LOUISIANA                                  72-1382998
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                Identification No.)

                                5007 PORT ROAD
                          NEW IBERIA, LOUISIANA 70562
                       (Address, including zip code, of
                   registrant's principal executive offices)

             UNIFAB INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN
                                     AND
               RESTRICTED STOCK AGREEMENTS WITH CERTAIN EMPLOYEES
                           (Full title of the plans)

                                  __________

                               DAILEY J. BERARD
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           UNIFAB INTERNATIONAL, INC.
                                5007 PORT ROAD
                           NEW IBERIA, LOUISIANA 70562
                                (318) 367-8291
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copy to:

                             MARGARET F. MURPHY
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                           201 ST. CHARLES AVENUE
                      NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                  Amount           Proposed maximum    Proposed maximum       Amount of
Title of securities               to be             offering price        aggregate          registration
to be registered                  registered(1)        per unit         offering price           fee
----------------------------------------------------------------------------------------------------------
Common Stock
($.01 par value per share) .....  133,500 shares       $18.00  (2)     $  2,403,000   (2)   $   708.89(2)
                                    4,000 shares       $18.9363(2)           75,745.20(2)        22.35(2)
                                  325,500 shares       $18.375 (3)        5,981,062.50(3)     1,764.42(3)
                                  --------                             ------------------   --------------
Total Common Stock .............  463,000 shares                       $  8,459,807.70      $ 2,495.66
==========================================================================================================
(1)  Upon a stock split, stock dividend or similar transaction  in  the future
     and  during  the  effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares  registered  shall  be
     automatically  increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance  with  Rule  457(h)(1) under the Securities Act of
     1933, based on the price at which outstanding options may be exercised.
(3)  Estimated  solely  for the purpose of calculating  the  registration  fee
     pursuant to Rule 457(c)  under  the  Securities  Act of 1933, based on the
     average of the high and low price per share of the  Common  Stock  on  The
     Nasdaq Stock Market on March 27, 1998.
===============================================================================
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Prospectus dated September 18,  1997 filed pursuant
to Rule 424(b) under the Securities Act of 1933;

     (b)  The  Company's  quarterly reports on Form 10-Q for  the  quarters
ended September 30, 1997 and December 31, 1997;

     (c)  The  Company's  current   report  on  Form  8-K  filed  with  the
Commission on February 20, 1998;

     (d)  All  other  reports filed by  the  Company  with  the  Commission
pursuant to Section 13  of  the Securities Exchange Act of 1934 since March
31, 1997; and

     (e)  The description of  the  Company's  Common  Stock included in the
Company's Registration Statement on Form 8-A filed September  4,  1997  and
effective  September  18, 1997, by incorporation by reference from pages 44
through  46  of  the  Company's   Registration   Statement   on   Form  S-1
(Registration No. 333-31609).

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

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Louisiana Business Corporation  Law  (the "LBCL"), Section 83, (i)
gives Louisiana corporations broad powers to indemnify  their  present  and
former  directors and officers and those of affiliated corporations against
expenses  incurred  in  the  defense  of any lawsuit to which they are made
parties by reason of being or having been  such directors or officers; (ii)
subject to specific conditions and exclusions,  gives a director or officer
who  successfully  defends an action the right to be  so  indemnified;  and
(iii) authorizes Louisiana  corporations  to  buy  directors' and officers'
liability insurance.  Such indemnification is not exclusive  of  any  other
rights  to  which  those  indemnified  may  be  entitled  under any by-law,
agreement, authorization of shareholders or otherwise.

     The Company's By-laws make mandatory the indemnification  of directors
and  officers  permitted  by  the  LBCL.  The  standard  to  be  applied in
evaluating  any  claim  for  indemnification (excluding claims for expenses
incurred in connection with the  successful  defense  of  any proceeding or
matter therein for which indemnification is mandatory without  reference to
any  such  standard) is whether the claimant acted in good faith and  in  a
manner he reasonably  believed  to  be  in,  or  not  opposed  to, the best
interests  of  the  Company.   With  respect  to  any  criminal  action  or
proceeding,  the  standard  is that the claimant had no reasonable cause to
believe  the conduct was unlawful.   No  indemnification  is  permitted  in
respect of  any  claim,  issue  or matter as to which a director or officer
shall have been adjudged by a court  of competent jurisdiction to be liable
for willful or intentional misconduct  or  to  have  obtained  an  improper
personal  benefit,  unless,  and  only  to  the extent that the court shall
determine upon application that, in view of all  the  circumstances  of the
case,  he  is fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.

     The Company maintains liability policies to indemnify its officers and
directors against  loss  arising  from  claims  by  reason  of  their legal
liability  for  acts as officers and directors, subject to limitations  and
conditions to be set forth in the policies.

     Each of the  Company's  directors  and  executive officers has entered
into an indemnity agreement with the Company, pursuant to which the Company
has agreed under certain circumstances to purchase  and maintain directors'
and officers' liability insurance.  The agreements also  provide  that  the
Company  will  indemnify  the  directors and executive officers against any
costs and expenses, judgments, settlements and fines incurred in connection
with any claim involving a director  or  executive officer by reason of his
position as director or officer that are in excess of the coverage provided
by any such insurance, provided that the director  or officer meets certain
standards of conduct.  Under the indemnity agreements,  the  Company is not
required  to  purchase  and  maintain  directors'  and  officers' liability
insurance if it is not reasonably available or, in the reasonable  judgment
of  the  Board  of  Directors, there is insufficient benefit to the Company
from the insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

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

     23.1 Consent of Ernst & Young LLP

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To  file,  during  any  period in which offers or sales  are
being made, a post-effective amendment to  this  registration  statement to
include  any  material information with respect to the plan of distribution
not previously  disclosed  in  the  registration  statement or any material
change to such information in the registration statement.

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

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

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

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

             Pursuant to the requirements  of  the  Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to  believe  that  it meets
all  the  requirements  for  filing  on  Form  S-8  and  has  duly  caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in the City of New Iberia, State of Louisiana, on March  26,
1998.

                                          UNIFAB International, Inc.

                                          By:    /S/ DAILEY J. BERARD
                                              ------------------------------
                                                Dailey J. Berard
                                                President, Chief Executive
                                                Officer and
                                                Chairman of the Board

                               POWER OF ATTORNEY

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

      Pursuant  to  the requirements of the Securities Act of 1933, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.

        SIGNATURE                         TITLE                    DATE

   /S/ DAILEY J. BERARD        President, Chief Executive      March 26, 1998
  --------------------------   Officer and Chairman of the
       Dailey J. Berard        Board (Principal Executive 
                                         Officer)

    /S/ PETER J. ROMAN      Vice President and Chief Financial March 26, 1998
 --------------------------- Officer (Principal Financial and
        Peter J. Roman              Accounting Officer)

 /S/ CHARLES E. BROUSSARD               Director               March 26, 1998
 ---------------------------
   Charles E. Broussard

     /S/ PERRY SEGURA                   Director               March 26, 1998
 ---------------------------
       Perry Segura

/S/ RICHARD E. ROBERSON, JR.            Director               March 27, 1998
 ---------------------------
 Richard E. Roberson, Jr.

     /S/ GEORGE C. YAX                  Director               March 26, 1998
 ---------------------------
       George C. Yax