SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT
                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported) June 3, 1999


                          AVONDALE INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


            Louisiana                0-16572                 39-1097012
(State or other jurisdiction  (Commission File Number)   (IRS Employer
       of incorporation)                                Identification No.)


       P.O. Box 50280, New Orleans, Louisiana                 70816
      (Address of principal executive offices)              (Zip Code)



                              (504) 436-2121
             (Registrant's telephone number, including area code)


                              Not Applicable
        (Former name or former address, if changed since last report.)




ITEM 5.   OTHER EVENTS

     On  June  3, 1999, Avondale  Industries, Inc. issued the press release
     filed  herewith  as  Exhibit 99.1 announcing that Avondale has entered
     into an Agreement and  Plan  of Merger with Litton Industries, Inc., a
     copy  of  which is filed herewith as Exhibit 2.1.  Concurrent with the
     execution  and  delivery  of such agreement,  Avondale and Litton also
     entered into the stock option agreement filed herewith as Exhibit 2.2.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          2.1  Agreement  and  Plan  of  Merger, dated  as of June 3, 1999,
               among Litton Industries, Inc., ATL  Acquisition  Corporation
               and Avondale Industries, Inc. (incorporated by  reference to
               Exhibit  2.1  to  Litton's  Form  8-K  dated  June  3,  1999
               (Commission File No. 1-3998)).

          2.2  Company Stock Option  Agreement, dated  as  of June 3, 1999,
               between  Avondale  Industries, Inc.  and  Litton Industries,
               Inc.  (incorporated   by   reference   to  Exhibit   2.2  to
               Litton's  Form  8-K  dated  June  3,  1999  (Commission File
               No. 1-3998)).

          99.1 Press release issued by the Registrant on June 3, 1999.



                            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 hereunto duly authorized.

                         AVONDALE INDUSTRIES, INC.



                         By:      /S/ THOMAS M. KITCHEN
                                      Thomas M. Kitchen
                                      Vice  President and  Chief  Financial
                                      Officer

Dated:    June 9, 1999