EXHIBIT 10.28

                          PETRODRILL CONSTRUCTION, INC.
                                    HULL 1828
                                PARENT GUARANTEE

     In order to induce PETRODRILL, CONSTRUCTION, INC. (Purchaser) and/or any
affiliate or sister company of Petrodrill Construction, Inc. to enter into
that/those certain Vessel Construction Contract(s) (the "Contract") between
Purchaser and TDI-HALTER, L.P. ("Builder"), dated on or about April 9, 1998,
Halter Marine Group, Inc. a Delaware corporation ("Guarantor") represented
herein by its duly authorized Chief Operating Officer (COO), Daniel J. Mortimer,
does hereby unconditionally and irrevocably guarantee to Purchaser prompt and
faithful performance of, and compliance with, all obligations, covenants, terms,
conditions and undertakings of Builder contained in the Contract in accordance
with the respective terms thereof. Such guarantee is an absolute, unconditional,
present and continuing guarantee of performance and compliance.

     IN WITNESS WHEREOF, Guarantor has executed this Parent Guarantee as of this
15th day of April, 1998.

                                          HALTER MARINE GROUP, INC.
                                          By: /s/ DANIEL J. MORTIMER
                                                  Daniel J. Mortimer
                                                  Chief Operating Officer