As filed with the Securities and Exchange Commission on September 7, 2000.

                                                    Registration No. __________




                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  __________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                  __________

                            CONRAD INDUSTRIES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


        DELAWARE                                          72-1416999
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                               1501 FRONT STREET
                                 P. O. BOX 790
                             MORGAN CITY, LA 70381
                       (ADDRESS, INCLUDING ZIP CODE, OF
                         PRINCIPAL EXECUTIVE OFFICES)

         CONRAD INDUSTRIES, INC. AMENDED AND RESTATED 1998 STOCK PLAN
                           (FULL TITLE OF THE PLAN)

                                  __________

                              WILLIAM H. HIDALGO
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            CONRAD INDUSTRIES, INC.
                               1501 FRONT STREET
                                 P. O. BOX 790
                             MORGAN CITY, LA 70381
                                (504) 384-3060
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copy to:

                              DIONNE M. ROUSSEAU
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                 Proposed
                                                 maximum      Proposed
                                                 offering     maximum
                               Amount            price        aggregate       Amount of
Title of securities            to be             per          offering        registration
to be registered               registered(1)     share        price           fee

<S>                            <C>               <C>          <C>             <C>
Common Stock                   542,100 Shares    $6.52(2)     $3,536,258(2)   $  933(2)
($.01 par value per share)     407,900 Shares    $9.59(3)     $3,911,761(3)   $1,033(3)
                               -------                        ----------      ------
                               950,000                        $7,448,019      $1,966
                                                              ==========      ======

</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 granted under  the Plans 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, Inc. on August 31, 2000.



                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Annual  Report  on  Form  10-K  for the fiscal year
ended  December  31, 1999, filed pursuant to Section 13 of  the  Securities
Exchange Act of 1934 (the "Exchange Act");

     (b)  The Company's  Quarterly  Report  on  Form  10-Q  for  the fiscal
quarter ended March 31, 2000, filed pursuant to Section 13 of the  Exchange
Act;

     (c)  The  Company's  Quarterly  Report  on  Form  10-Q  for the fiscal
quarter  ended June 30, 2000, filed pursuant to Section 13 of the  Exchange
Act;

     (d)  The  description  of  the Common Stock of the Company included in
Item 1 of the Company's Registration  Statement  on  Form 8-A dated May 13,
1998,  filed  under  the Exchange Act, incorporated by reference  from  the
description set forth  under  the  captions  "Summary"  and "Description of
Capital Stock" in the prospectus forming part of the Company's Registration
Statement  on  Form  S-1,  Registration  No.  333-49773  filed  under   the
Securities Act of 1933.

     All  documents  filed  by  the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d)  of  the Exchange 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.

     Subsection (a) of  Section  145  of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or
is a party or is threatened to be made  a  party to any threatened, pending
or  completed  action,  suit  or  proceeding,  whether   civil,   criminal,
administrative or investigative (other than an action by or in the right of
the  corporation)  by  reason  of  the  fact  that he is or was a director,
officer, employee or agent of the corporation,  or is or was serving at the
request of the corporation as a director, officer,  employee  or  agent  of
another corporation, partnership, joint venture, trust or other enterprise,
against  expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement  actually  and  reasonably incurred by him in connection
with such action, suit or proceeding  if  he  acted  in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a party or is threatened to be made a party  to  any
threatened, pending  or completed action, or suit by or in the right of the
corporation to procure  a  judgment in its favor by reason of the fact that
such  person  acted in any of  the  capacities  set  forth  above,  against
expenses (including  attorneys'  fees)  actually and reasonably incurred by
him in connection with the defense or settlement  of such action or suit if
he acted in good faith and in a manner he reasonably  believed  to be in or
not  opposed  to  the  best  interests  of the corporation, except that  no
indemnification may be made in respect of  any claim, issue or matter as to
which  such person shall have been made to be  liable  to  the  corporation
unless and  only  to  the extent that the Court of Chancery or the court in
which such action or suit  was  brought  shall  determine  upon application
that,  despite  the  adjudication  of  liability  but  in  view of all  the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145 further provides that to the extent a director  or officer
of  a  corporation  has  been successful on the merits or otherwise in  the
defense of any action, suit  or  proceeding  referred to in subsections (a)
and  (b)  of  Section  145  in the defense of any claim,  issue  or  matter
therein, he shall be indemnified  against  expenses  (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification  provided  for by Section 145 shall not be deemed exclusive
of any other rights to which  the  indemnified  party may be entitled; that
indemnification  provided  for  by  Section  145  shall,  unless  otherwise
provided  when  authorized or ratified, continue as to  a  person  who  has
ceased to be a director,  officer, employee or agent and shall inure to the
benefit of such person's heirs,  executors and administrators; and empowers
the corporation to purchase and maintain  insurance on behalf of a director
or officer of the corporation against any liability  asserted  against  him
and  incurred  by him in any such capacity, or arising out of his status as
such whether or  not  the corporation would have the power to indemnify him
against such liabilities under Section 145.

     Section 102(b)(7)  of  the  General  Corporation  Law  of the State of
Delaware  provides  that  a  certificate  of  incorporation  may contain  a
provision eliminating or limiting the personal liability of a  director  to
the  corporation  or  its  stockholders  for monetary damages for breath of
fiduciary  duty  as  a  director provided that  such  provision  shall  not
eliminate or limit the liability  of  a  director (i) for any breath of the
director's duty of loyalty to the corporation of its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or  a knowing violation of law, (iii) under  Section  174  of  the  General
Corporation  Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.

     Article Ninth of the Company's Charter states that:

     No director  of  the  Corporation  shall  be  personally liable to the
Corporation  or  its  stockholders  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 stockholders, (ii) for acts  or
omissions not  in  good  faith or which involve intentional misconduct or a
knowing  violation  of  law,   (iii)  under  Section  174  of  the  General
Corporation Law of the State of  Delaware  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 omissions of such director occurring prior to
such amendment or repeal.   If  the General Corporation Law of the State of
Delaware is 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 General Corporation  Law  of the State of Delaware,
as so amended.

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

     The  Company  has entered into indemnification agreements with each of
its executive officers and directors.

     The  Company has  in  effect  a  directors'  and  officers'  liability
insurance policy  that  provides  for  indemnification  of its officers and
directors against losses arising from claims asserted against them in their
capacities as officers and directors, subject to limitations and conditions
set forth in such policy.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Specimen  Common  Stock Certificate (filed as Exhibit  4  to  the
          Company's Registration  Statement on Form 8-A and incorporated by
          reference herein).

     4.2  Registration Rights Agreement  by  and  among  Conrad Industries,
          Inc., J. Parker Conrad, John P. Conrad, Jr., Katherine  C. Court,
          The  John  P. Conrad, Jr. Trust, The Danial T. Conrad Trust,  The
          Glen  Alan  Conrad  Trust,  The  Kenneth  C.  Conrad  Trust,  The
          Katherine C.  Court  Trust, The James P. Conrad Trust, William H.
          Hidalgo, and Cecil A.  Hernandez  (filed  as  Exhibit  4.2 to the
          Company's Annual Report on Form 10-K for year ended December  31,
          1998 and incorporated by reference herein).

     4.3  Registration Rights Agreement between Conrad Industries, Inc. and
          Morgan  Keegan  &  Company,  Inc.  (filed  as  Exhibit 4.3 to the
          Company's Annual Report on Form10-K for year ended  December  31,
          1998 and incorporated by reference herein).

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

     23.1 Consent of Deloitte & Touche LLP.

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

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

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

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

<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 Morgan City, Louisiana, on September 7, 2000.

                                   CONRAD INDUSTRIES, INC.



                                   By: /S/ WILLIAM H. HIDALGO

                                            William H. Hidalgo
                                   President and Chief Executive Officer


                             POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each person whose signature
appears  below constitutes and appoints William H.  Hidalgo  and  Cecil  A.
Hernandez,  or either one 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 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,  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. PARKER CONRAD                             Co-Chairman of   September 7, 2000
J. Parker Conrad                                    the Board


/S/ JOHN P. CONRAD, JR.                          Co-Chairman of   September 7, 2000
John P. Conrad, Jr.                                 the Board


/S/ WILLIAM H. HIDALGO                          President, Chief  September 7, 2000
William H. Hidalgo                                  Executive
(Principal Executive Officer)                     Officer and a
                                                    Director


/S/ CECIL A. HERNANDEZ                           Vice President-  September 7, 2000
Cecil A. Hernandez                                 Finance and
(Principal Financial and                         Administration,
Accounting Officer)                              Chief Financial
                                                     Officer
                                                 and a Director

/S/ MICHAEL J. HARRIS                               Director      September 7, 2000
Michael J. Harris


/S/ LOUIS J. MICHOT, JR.                            Director      September 7, 2000
Louis J. Michot, Jr.


/S/ RICHARD E. ROBERSON, JR.                        Director      September 7, 2000
Richard E. Roberson, Jr.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 20280}]
{"company-data": {"conformed-name": "CONRAD INDUSTRIES INC", "cik": "0001059167", "assigned-sic": "3730", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45342", "film-number": "718394"}, "business-address": {"street1": "1501 FRONT ST", "city": "MORGAN CITY", "state": "LA", "zip": "70381", "phone": "5043843060"}, "mail-address": {"street1": "1501 FRONT ST", "city": "MORGAN CITY", "state": "LA", "zip": "70381"}}
As filed with the Securities and Exchange Commission on September 7, 2000.

                                                    Registration No. __________

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  __________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                  __________

                            CONRAD INDUSTRIES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                          72-1416999
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                               1501 FRONT STREET
                                 P. O. BOX 790
                             MORGAN CITY, LA 70381
                       (ADDRESS, INCLUDING ZIP CODE, OF
                         PRINCIPAL EXECUTIVE OFFICES)

         CONRAD INDUSTRIES, INC. AMENDED AND RESTATED 1998 STOCK PLAN
                           (FULL TITLE OF THE PLAN)

                                  __________

                              WILLIAM H. HIDALGO
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                            CONRAD INDUSTRIES, INC.
                               1501 FRONT STREET
                                 P. O. BOX 790
                             MORGAN CITY, LA 70381
                                (504) 384-3060
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copy to:

                              DIONNE M. ROUSSEAU
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE
Proposed
                                                 maximum      Proposed
                                                 offering     maximum
                               Amount            price        aggregate       Amount of
Title of securities            to be             per          offering        registration
to be registered               registered(1)     share        price           fee
Common Stock                   542,100 Shares    $6.52(2)     $3,536,258(2)   $  933(2)
($.01 par value per share)     407,900 Shares    $9.59(3)     $3,911,761(3)   $1,033(3)
                               -------                        ----------      ------
                               950,000                        $7,448,019      $1,966
                                                              ==========      ======
___________________

(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 granted under  the Plans 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, Inc. on August 31, 2000.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Company's Annual  Report  on  Form  10-K  for the fiscal year
ended  December  31, 1999, filed pursuant to Section 13 of  the  Securities
Exchange Act of 1934 (the "Exchange Act");

     (b)  The Company's  Quarterly  Report  on  Form  10-Q  for  the fiscal
quarter ended March 31, 2000, filed pursuant to Section 13 of the  Exchange
Act;

     (c)  The  Company's  Quarterly  Report  on  Form  10-Q  for the fiscal
quarter  ended June 30, 2000, filed pursuant to Section 13 of the  Exchange
Act;

     (d)  The  description  of  the Common Stock of the Company included in
Item 1 of the Company's Registration  Statement  on  Form 8-A dated May 13,
1998,  filed  under  the Exchange Act, incorporated by reference  from  the
description set forth  under  the  captions  "Summary"  and "Description of
Capital Stock" in the prospectus forming part of the Company's Registration
Statement  on  Form  S-1,  Registration  No.  333-49773  filed  under   the
Securities Act of 1933.

     All  documents  filed  by  the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d)  of  the Exchange 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.

     Subsection (a) of  Section  145  of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or
is a party or is threatened to be made  a  party to any threatened, pending
or  completed  action,  suit  or  proceeding,  whether   civil,   criminal,
administrative or investigative (other than an action by or in the right of
the  corporation)  by  reason  of  the  fact  that he is or was a director,
officer, employee or agent of the corporation,  or is or was serving at the
request of the corporation as a director, officer,  employee  or  agent  of
another corporation, partnership, joint venture, trust or other enterprise,
against  expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement  actually  and  reasonably incurred by him in connection
with such action, suit or proceeding  if  he  acted  in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.

     Subsection (b) of Section 145 empowers a corporation  to indemnify any
person  who  was or is a party or is threatened to be made a party  to  any
threatened, pending  or completed action, or suit by or in the right of the
corporation to procure  a  judgment in its favor by reason of the fact that
such  person  acted in any of  the  capacities  set  forth  above,  against
expenses (including  attorneys'  fees)  actually and reasonably incurred by
him in connection with the defense or settlement  of such action or suit if
he acted in good faith and in a manner he reasonably  believed  to be in or
not  opposed  to  the  best  interests  of the corporation, except that  no
indemnification may be made in respect of  any claim, issue or matter as to
which  such person shall have been made to be  liable  to  the  corporation
unless and  only  to  the extent that the Court of Chancery or the court in
which such action or suit  was  brought  shall  determine  upon application
that,  despite  the  adjudication  of  liability  but  in  view of all  the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145 further provides that to the extent a director  or officer
of  a  corporation  has  been successful on the merits or otherwise in  the
defense of any action, suit  or  proceeding  referred to in subsections (a)
and  (b)  of  Section  145  in the defense of any claim,  issue  or  matter
therein, he shall be indemnified  against  expenses  (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification  provided  for by Section 145 shall not be deemed exclusive
of any other rights to which  the  indemnified  party may be entitled; that
indemnification  provided  for  by  Section  145  shall,  unless  otherwise
provided  when  authorized or ratified, continue as to  a  person  who  has
ceased to be a director,  officer, employee or agent and shall inure to the
benefit of such person's heirs,  executors and administrators; and empowers
the corporation to purchase and maintain  insurance on behalf of a director
or officer of the corporation against any liability  asserted  against  him
and  incurred  by him in any such capacity, or arising out of his status as
such whether or  not  the corporation would have the power to indemnify him
against such liabilities under Section 145.

     Section 102(b)(7)  of  the  General  Corporation  Law  of the State of
Delaware  provides  that  a  certificate  of  incorporation  may contain  a
provision eliminating or limiting the personal liability of a  director  to
the  corporation  or  its  stockholders  for monetary damages for breath of
fiduciary  duty  as  a  director provided that  such  provision  shall  not
eliminate or limit the liability  of  a  director (i) for any breath of the
director's duty of loyalty to the corporation of its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or  a knowing violation of law, (iii) under  Section  174  of  the  General
Corporation  Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.

     Article Ninth of the Company's Charter states that:

     No director  of  the  Corporation  shall  be  personally liable to the
Corporation  or  its  stockholders  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 stockholders, (ii) for acts  or
omissions not  in  good  faith or which involve intentional misconduct or a
knowing  violation  of  law,   (iii)  under  Section  174  of  the  General
Corporation Law of the State of  Delaware  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 omissions of such director occurring prior to
such amendment or repeal.   If  the General Corporation Law of the State of
Delaware is 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 General Corporation  Law  of the State of Delaware,
as so amended.

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

     The  Company  has entered into indemnification agreements with each of
its executive officers and directors.

     The  Company has  in  effect  a  directors'  and  officers'  liability
insurance policy  that  provides  for  indemnification  of its officers and
directors against losses arising from claims asserted against them in their
capacities as officers and directors, subject to limitations and conditions
set forth in such policy.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4.1  Specimen  Common  Stock Certificate (filed as Exhibit  4  to  the
          Company's Registration  Statement on Form 8-A and incorporated by
          reference herein).

     4.2  Registration Rights Agreement  by  and  among  Conrad Industries,
          Inc., J. Parker Conrad, John P. Conrad, Jr., Katherine  C. Court,
          The  John  P. Conrad, Jr. Trust, The Danial T. Conrad Trust,  The
          Glen  Alan  Conrad  Trust,  The  Kenneth  C.  Conrad  Trust,  The
          Katherine C.  Court  Trust, The James P. Conrad Trust, William H.
          Hidalgo, and Cecil A.  Hernandez  (filed  as  Exhibit  4.2 to the
          Company's Annual Report on Form 10-K for year ended December  31,
          1998 and incorporated by reference herein).

     4.3  Registration Rights Agreement between Conrad Industries, Inc. and
          Morgan  Keegan  &  Company,  Inc.  (filed  as  Exhibit 4.3 to the
          Company's Annual Report on Form10-K for year ended  December  31,
          1998 and incorporated by reference herein).

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

     23.1 Consent of Deloitte & Touche LLP.

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

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

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

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

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

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

     Pursuant to  the  requirements  of  the  Securities  Act  of 1933, the
Registrant  certifies  that  it  has reasonable grounds to believe that  it
meets all 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 Morgan City, Louisiana, on September 7, 2000.

                                   CONRAD INDUSTRIES, INC.

                                   By: /S/ WILLIAM H. HIDALGO

                                            William H. Hidalgo
                                   President and Chief Executive Officer

                             POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each person whose signature
appears  below constitutes and appoints William H.  Hidalgo  and  Cecil  A.
Hernandez,  or either one 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 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,  this
Registration  Statement has been signed by the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                 TITLE         DATE
/S/ J. PARKER CONRAD                             Co-Chairman of   September 7, 2000
J. Parker Conrad                                    the Board

/S/ JOHN P. CONRAD, JR.                          Co-Chairman of   September 7, 2000
John P. Conrad, Jr.                                 the Board

/S/ WILLIAM H. HIDALGO                          President, Chief  September 7, 2000
William H. Hidalgo                                  Executive
(Principal Executive Officer)                     Officer and a
                                                    Director

/S/ CECIL A. HERNANDEZ                           Vice President-  September 7, 2000
Cecil A. Hernandez                                 Finance and
(Principal Financial and                         Administration,
Accounting Officer)                              Chief Financial
                                                     Officer
                                                 and a Director

/S/ MICHAEL J. HARRIS                               Director      September 7, 2000
Michael J. Harris

/S/ LOUIS J. MICHOT, JR.                            Director      September 7, 2000
Louis J. Michot, Jr.

/S/ RICHARD E. ROBERSON, JR.                        Director      September 7, 2000
Richard E. Roberson, Jr.