As filed with the Securities and Exchange Commission on February 12, 1998.
                                          Registration No. 333-__________



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549




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


                         Gulf Island Fabrication, Inc.
           (Exact name of registrant as specified in its charter)

    Louisiana               583 Thompson Road                  72-1147390
(State or other            Houma, Louisiana  70363          (I.R.S. Employer
 jurisdiction                 (504) 872-2100              Identification No.)
of incorporation       (Address, including zip code, 
 or organization)      and telephone number, including
                         area code, of Registrant's
                        principal executive offices)


                           Long-Term Incentive Plan
                            (Full title of plan)

                               Kerry J. Chauvin
                     President and Chief Executive Officer
                         Gulf Island Fabrication, Inc.
                              583 Thompson Road
                            Houma, Louisiana  70363
                               (504) 872-2100
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copy to:

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

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

================================================================================================
                                                 Proposed         Proposed                     
                                                  maximum          maximum         Amount of
Title of each class of          Amount to be   offering price     aggregate       registration
securities to be registered     registered(1)    per share     offering price        fee
------------------------------------------------------------------------------------------------
<S>                            <C>              <C>              <C>              <C>              
Common Stock,
 no par value per share(3)     213,000 shares   $   7.500(2)     $ 1,597,500(2)   $    472
         
                               180,000 shares      16.875(2)     $ 3,037,500(2)   $    897
         
                                88,000 shares      18.000(2)     $ 1,584,000(2)   $    468

                               519,000 shares      22.500(3)     $11,677,500      $  3,445
                              ---------------                     -------------   ---------
         Total               1,000,000 shares                    $17,896,500      $  5,282
================================================================================================

(1)Upon a stock split, stock dividend or similar transaction in the future and during the
   effectiveness of this Registration  Statement  involving  Common Stock of the Company,
   the number of shares registered shall be automatically increased to cover the additional
   shares in accordance  with  Rule  416(a) under the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h) under the Securities Act of 1933, calculated based
   upon the price at which currently outstanding options granted under the Plan are exercisable.
(3)Estimated  solely  for  the  purpose  of calculating the registration fee pursuant to Rule
   457(h) under the Securities Act of 1933, based on the average  of  the high and low prices
   of a share of Common Stock reported on the Nasdaq Stock Market on February 6, 1998.

</TABLE>

                                       PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 3.   Incorporation of Documents by Reference.

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

               (a)  The  Company's prospectus dated November 19, 1997 filed
          pursuant to Rule 424(b) under the Securities Act of 1933;

               (b)  The Company's  Quarterly  Report  on  Form 10-Q for the
          quarters  ended March 31, 1997, June 30, 1997 and  September  30,
          1997, each filed pursuant to Section 13 of the 1934 Act.

               (c)  The  Company's Current Reports on Form 8-K dated August
          25, 1997 and January 1, 1998, as amended  by  Form  8-K/A-1 filed
          February 11, 1998.

               (d)  The description of the Common Stock included in  Item 1
          of  the  Company's Registration Statement on Form 8-A dated March
          27, 1997.

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

          Item 4.   Description of Securities.

               Not applicable.

          Item 5.   Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.   Indemnification of Directors and Officers.

               In  accordance  with  Louisiana law, the Company's  Articles
          (described  further  below) contain  provisions  eliminating  the
          personal liability of  directors  and officers to the Company and
          its  shareholders  for monetary damages  for  breaches  of  their
          fiduciary duties as  directors  or  officers,  except  for  (i) a
          breach  of  a  director's  or  officer's  duty  of loyalty to the
          Company or its shareholders, (ii) acts or omissions  not  in good
          faith  or  that  involve  intentional  misconduct  or  a  knowing
          violation  of  law,  (iii)  dividends  or  stock  repurchases  or
          redemptions  that  are  illegal  under Louisiana law and (iv) any
          transaction from which a director or officer receives an improper
          personal  benefit.   As  a  result  of   the  inclusion  of  such
          provisions,  shareholders  may  be  unable  to  recover  monetary
          damages against directors or officers for actions  taken  by them
          that  constitute  negligence  or gross negligence or that are  in
          violation of their fiduciary duties,  although it may be possible
          to obtain injunctive or other equitable  relief  with  respect to
          such  actions.   If  equitable  remedies  are  found  not  to  be
          available  to  shareholders  in any particular case, shareholders
          may not have any effective remedy against the challenged conduct.

               The Company believes that  these provisions are necessary to
          attract and retain qualified individuals  to  serve  as directors
          and officers.  In addition, such provisions will allow  directors
          and officers to perform their duties in good faith without  undue
          concern  about  personal liability if a court finds their conduct
          to have been negligent  or grossly negligent.  On the other hand,
          the potential remedies available to a Company shareholder will be
          limited, and it is possible, although unlikely, that directors or
          officers protected by these  provisions  may  not demonstrate the
          same  level  of  diligence  or  care  that  they would  otherwise
          demonstrate.

               The Company's By-laws require the Company  to  indemnify its
          officers  and  directors  against  certain  expenses  and  costs,
          judgments,  settlements and fines incurred in the defense of  any
          claim, including  any  claim  brought  by  or in the right of the
          Company, to which they were made parties by  reason  of  being or
          having  been officers or directors, subject to certain conditions
          and limitations.

               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  executive
          officer that are in excess of the  coverage  provided by any such
          insurance, provided that the director or executive  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 Price Waterhouse LLP.

               23.2 Consent of Legier & Materne, apac.

               23.3 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 amend-
          ment shall be deemed to be a new registration  statement relating
          to  the  securities  offered  therein, and the offering  of  such
          securities at that time shall be  deemed  to  be the initial bona
          fide offering thereof.

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

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

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

        

                                      SIGNATURES

                  Pursuant  to  the  requirements  of  the  Securities  Act
          of  1933, the Registrant certifies that it has reasonable grounds
          to believe that  it  meets all of the requirements for filing  on
          Form  S-8  and  has duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly authorized,
          in  the  City  of New Orleans, State of Louisiana, on February 4,
          1998.

                                      GULF ISLAND FABRICATION, INC.


                                      By: /S/ Kerry J. Chauvin
                                         ---------------------------------
                                              Kerry J. Chauvin
                                      President and Chief Executive Officer


                              POWER OF ATTORNEY

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

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



      Signature                   Capacity                        Date
      ---------                   --------                        ----

/s/ Alden J. Laborde        Chairman of the Board            February 4, 1998
---------------------
 Alden J. Laborde

/s/ Kerry J. Chauvin    President, Chief Executive Officer   February 4, 1998
---------------------           and Director                                
 Kerry J. Chauvin        (Principal Executive Officer)        

/s/ Joseph P. Gallagher, III  Vice President - Finance,      February 4, 1998
-----------------------      Chief Financial Officer,            
Joseph P. Gallagher, III     Secretary and Treasurer 
                     (Principal Financial and Accounting Officer)
            
/s/ Stephen G. Benton, Jr.          Director                 February 4, 1998
------------------------
   Stephen G. Benton, Jr.                                

/s/ Gregory J. Cotter               Director                 February 4, 1998
------------------------
    Gregory J. Cotter

/s/ Thomas E. Fairley               Director                 February 4, 1998
------------------------
    Thomas E. Fairley

/s/ Hugh J. Kelly                   Director                 February 4, 1998
------------------------
    Hugh J. Kelly

/s/ John P. Laborde                 Director                 February 4, 1998
------------------------
   John P. Laborde
   
/s/ Huey J. Wilson                  Director                 February 4, 1998
------------------------
    Huey J. Wilson
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17767}]
{"company-data": {"conformed-name": "GULF ISLAND FABRICATION INC", "cik": "0001031623", "assigned-sic": "3440", "irs-number": "721147390", "state-of-incorporation": "LA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46155", "film-number": "98534120"}, "business-address": {"street1": "GULF ISLAND FABRICATION INC", "street2": "583 THOMPSON RD", "city": "HOUMA", "state": "LA", "zip": "70361", "phone": "5048722100"}, "mail-address": {"street1": "P O BOX 310", "city": "HOUMA", "state": "LA", "zip": "70361"}}
As filed with the Securities and Exchange Commission on February 12, 1998.
                                          Registration No. 333-__________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                         Gulf Island Fabrication, Inc.
           (Exact name of registrant as specified in its charter)

    Louisiana               583 Thompson Road                  72-1147390
(State or other            Houma, Louisiana  70363          (I.R.S. Employer
 jurisdiction                 (504) 872-2100              Identification No.)
of incorporation       (Address, including zip code, 
 or organization)      and telephone number, including
                         area code, of Registrant's
                        principal executive offices)

                           Long-Term Incentive Plan
                            (Full title of plan)

                               Kerry J. Chauvin
                     President and Chief Executive Officer
                         Gulf Island Fabrication, Inc.
                              583 Thompson Road
                            Houma, Louisiana  70363
                               (504) 872-2100
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copy to:

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

================================================================================================
                                                 Proposed         Proposed                     
                                                  maximum          maximum         Amount of
Title of each class of          Amount to be   offering price     aggregate       registration
securities to be registered     registered(1)    per share     offering price        fee
------------------------------------------------------------------------------------------------
Common Stock,
 no par value per share(3)     213,000 shares   $   7.500(2)     $ 1,597,500(2)   $    472
         
                               180,000 shares      16.875(2)     $ 3,037,500(2)   $    897
         
                                88,000 shares      18.000(2)     $ 1,584,000(2)   $    468

                               519,000 shares      22.500(3)     $11,677,500      $  3,445
                              ---------------                     -------------   ---------
         Total               1,000,000 shares                    $17,896,500      $  5,282
================================================================================================

(1)Upon a stock split, stock dividend or similar transaction in the future and during the
   effectiveness of this Registration  Statement  involving  Common Stock of the Company,
   the number of shares registered shall be automatically increased to cover the additional
   shares in accordance  with  Rule  416(a) under the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h) under the Securities Act of 1933, calculated based
   upon the price at which currently outstanding options granted under the Plan are exercisable.
(3)Estimated  solely  for  the  purpose  of calculating the registration fee pursuant to Rule
   457(h) under the Securities Act of 1933, based on the average  of  the high and low prices
   of a share of Common Stock reported on the Nasdaq Stock Market on February 6, 1998.
PART II

                        INFORMATION NOT REQUIRED IN PROSPECTUS

          Item 3.   Incorporation of Documents by Reference.

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

               (a)  The  Company's prospectus dated November 19, 1997 filed
          pursuant to Rule 424(b) under the Securities Act of 1933;

               (b)  The Company's  Quarterly  Report  on  Form 10-Q for the
          quarters  ended March 31, 1997, June 30, 1997 and  September  30,
          1997, each filed pursuant to Section 13 of the 1934 Act.

               (c)  The  Company's Current Reports on Form 8-K dated August
          25, 1997 and January 1, 1998, as amended  by  Form  8-K/A-1 filed
          February 11, 1998.

               (d)  The description of the Common Stock included in  Item 1
          of  the  Company's Registration Statement on Form 8-A dated March
          27, 1997.

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

          Item 4.   Description of Securities.

               Not applicable.

          Item 5.   Interests of Named Experts and Counsel.

               Not applicable.

          Item 6.   Indemnification of Directors and Officers.

               In  accordance  with  Louisiana law, the Company's  Articles
          (described  further  below) contain  provisions  eliminating  the
          personal liability of  directors  and officers to the Company and
          its  shareholders  for monetary damages  for  breaches  of  their
          fiduciary duties as  directors  or  officers,  except  for  (i) a
          breach  of  a  director's  or  officer's  duty  of loyalty to the
          Company or its shareholders, (ii) acts or omissions  not  in good
          faith  or  that  involve  intentional  misconduct  or  a  knowing
          violation  of  law,  (iii)  dividends  or  stock  repurchases  or
          redemptions  that  are  illegal  under Louisiana law and (iv) any
          transaction from which a director or officer receives an improper
          personal  benefit.   As  a  result  of   the  inclusion  of  such
          provisions,  shareholders  may  be  unable  to  recover  monetary
          damages against directors or officers for actions  taken  by them
          that  constitute  negligence  or gross negligence or that are  in
          violation of their fiduciary duties,  although it may be possible
          to obtain injunctive or other equitable  relief  with  respect to
          such  actions.   If  equitable  remedies  are  found  not  to  be
          available  to  shareholders  in any particular case, shareholders
          may not have any effective remedy against the challenged conduct.

               The Company believes that  these provisions are necessary to
          attract and retain qualified individuals  to  serve  as directors
          and officers.  In addition, such provisions will allow  directors
          and officers to perform their duties in good faith without  undue
          concern  about  personal liability if a court finds their conduct
          to have been negligent  or grossly negligent.  On the other hand,
          the potential remedies available to a Company shareholder will be
          limited, and it is possible, although unlikely, that directors or
          officers protected by these  provisions  may  not demonstrate the
          same  level  of  diligence  or  care  that  they would  otherwise
          demonstrate.

               The Company's By-laws require the Company  to  indemnify its
          officers  and  directors  against  certain  expenses  and  costs,
          judgments,  settlements and fines incurred in the defense of  any
          claim, including  any  claim  brought  by  or in the right of the
          Company, to which they were made parties by  reason  of  being or
          having  been officers or directors, subject to certain conditions
          and limitations.

               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  executive
          officer that are in excess of the  coverage  provided by any such
          insurance, provided that the director or executive  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 Price Waterhouse LLP.

               23.2 Consent of Legier & Materne, apac.

               23.3 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 amend-
          ment shall be deemed to be a new registration  statement relating
          to  the  securities  offered  therein, and the offering  of  such
          securities at that time shall be  deemed  to  be the initial bona
          fide offering thereof.

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

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

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

        

                                      SIGNATURES

                  Pursuant  to  the  requirements  of  the  Securities  Act
          of  1933, the Registrant certifies that it has reasonable grounds
          to believe that  it  meets all of the requirements for filing  on
          Form  S-8  and  has duly caused this Registration Statement to be
          signed on its behalf by the undersigned, thereunto duly authorized,
          in  the  City  of New Orleans, State of Louisiana, on February 4,
          1998.

                                      GULF ISLAND FABRICATION, INC.

                                      By: /S/ Kerry J. Chauvin
                                         ---------------------------------
                                              Kerry J. Chauvin
                                      President and Chief Executive Officer

                              POWER OF ATTORNEY

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

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

      Signature                   Capacity                        Date
      ---------                   --------                        ----

/s/ Alden J. Laborde        Chairman of the Board            February 4, 1998
---------------------
 Alden J. Laborde

/s/ Kerry J. Chauvin    President, Chief Executive Officer   February 4, 1998
---------------------           and Director                                
 Kerry J. Chauvin        (Principal Executive Officer)        

/s/ Joseph P. Gallagher, III  Vice President - Finance,      February 4, 1998
-----------------------      Chief Financial Officer,            
Joseph P. Gallagher, III     Secretary and Treasurer 
                     (Principal Financial and Accounting Officer)
            
/s/ Stephen G. Benton, Jr.          Director                 February 4, 1998
------------------------
   Stephen G. Benton, Jr.                                

/s/ Gregory J. Cotter               Director                 February 4, 1998
------------------------
    Gregory J. Cotter

/s/ Thomas E. Fairley               Director                 February 4, 1998
------------------------
    Thomas E. Fairley

/s/ Hugh J. Kelly                   Director                 February 4, 1998
------------------------
    Hugh J. Kelly

/s/ John P. Laborde                 Director                 February 4, 1998
------------------------
   John P. Laborde
   
/s/ Huey J. Wilson                  Director                 February 4, 1998
------------------------
    Huey J. Wilson