Exhibit 23.3

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Gulf Island Fabrication, Inc.

In our opinion, the accompanying statements of income, of changes in 
shareholders' equity and of cash flows present fairly, in all material respects,
the results of operations and cash flows of Gulf Island Fabrication, Inc. (the 
"Company") for the year ended December 31, 1996, in conformity with generally 
accepted accounting principles. These financial statements are the 
responsibility of the Company's management; our responsibility is to express an 
opinion on these financial statements based on our audits. We conducted our 
audits of these statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements, and evaluating the 
overall financial statement presentation. We believe that our audits provide a 
reasonable basis for the opinion expressed above. We have not audited the 
consolidated financial statements of Gulf Island Fabrication, Inc. and its 
subsidiaries for any period subsequent to December 31, 1996.


PRICE WATERHOUSE LLP
New Orleans, Louisiana
January 23, 1997, except for the third paragraph
  of Note 1, which is as of February 13, 1997,
  the second paragraph of Note 4 which is as of
  February 14, 1997 and the third paragraph of
  Note 4 which is as of October 28, 1997.