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




                                FORM 10-Q/A


        [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 1997

                                     OR

       [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

     For the transition period from _______________ to _______________


                       Commission File Number 0-22303


                       GULF ISLAND FABRICATION, INC.
           (Exact Name of Registrant as Specified in its Charter)


      LOUISIANA                                       72-1147390
(State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or Organization)

   583 THOMPSON ROAD,
    HOUMA, LOUISIANA                                  70363
(Address of Principal Executive Offices)           (Zip Code)

                             (504) 872-2100
           Registrant's Telephone Number, Including Area Code


      Indicate  by  check  mark  whether  the  Registrant  (1) has filed all
reports  required  to  be  filed  by  Section  13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months  (or  for  such  shorter
period  that the Registrant was required to file such reports), and (2)  has
been subject to such filing requirements for the past 90 days.

                          Yes          No       X


As of May  14,  1997,  there  were 5,800,000  shares of common stock, no par
value, outstanding.


Explanation of Filing.

     This Form 10-Q/A is being  filed  to  correct  a single
typographical error appearing on the cover sheet of the Form
10-Q  for  the  quarterly period ended March 31, 1997, which
was filed by the  Registrant  on May 15, 1997 (the "Form 10-
Q").  The statement at the bottom  of the cover sheet of the
Form  10-Q  states  that  as  of  May 14,  1997  there  were
3,500,000 shares of common stock, no par value, outstanding.
The number of shares outstanding on  that  date  was in fact
5,800,000. The attached cover sheet of this Form 10-Q/A  has
been corrected accordingly.



                            SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange
Act of 1934, the Registrant  has  duly caused this report to be
signed  on  its  behalf  by  the  undersigned   thereunto  duly
authorized.


                           GULF ISLAND FABRICATION, INC.


                           By: /s/ Joseph P. Gallagher, III
                              ----------------------------------
                                 Joseph P. Gallagher, III
                                 Vice President - Finance
                  (Principal Financial Officer and Duly Authorized Officer)


Date: June 6, 1997.