February 14, 2005


Via U.S. mail and Fax (504) 566-0210

Virginia Boulet, Esq.
Adams and Reese LLP
4500 One Shell Square
New Orleans, Louisiana 70139

Re:  	UNIFAB International, Inc.
      Schedule 13E-3
      Amendment No. 2
	File No. 5-53539
	Filed January 14, 2005


Dear Ms. Boulet:


We have reviewed the filing listed above and have the following
comments.

Schedule 13E-3
General

1. We note your response to previous comment 3.  As requested
previously, please provide your analysis as to why the conversion
of the debenture into common stock in 2004 should not be considered
the first step in the going private transaction.

2. We note your response to previous comment 6.  Unless the
individual directors were reporting on Schedule 13G pursuant to
Rule 13d-1(d), it would appear that, as directors of the company,
they are in positions of control and would be unable to make the
certifications required by Schedule 13G if filed pursuant to Rule
13d-1(c). If applicable, please refile on the appropriate
schedule.

Special Factors, page 2

3. We note from your response to comment 16 that Unifab has
engaged a broker to sell its Lake Charles and Allen Process Systems
facilities. Revise the disclosure to discuss how the filing persons
considered these sales, and the valuation of these assets, in reaching
their fairness conclusions.

Factors Considered in Determining Fairness, page 8

4. We reissue comment 20.  While the filing persons may rely on
the fairness analysis of the fairness advisor or another party, it
must specifically adopt the fairness analysis and the conclusions in
the disclosure.

5. We note your response to our previous comment 25.  Please file
the appraisal reports as exhibits to the Schedule 13E-3 pursuant to
Items 1015 and 1016 of Regulation M-A.  See In the Matter of Meyers
Parking System, Inc. (September 12, 1988).  Further, revise to
disclose the internally generated information as noted in your
response.

Closing Comments

      As appropriate, please amend your documents in response to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked copies of the amendment, if required, to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after reviewing
your amendment and responses to our comments.

        You may contact me at (202) 942-1762, with any questions.

      						Sincerely,



							Julia E. Griffith
							Special Counsel
							Office of Mergers
							and Acquisitions