Leaflet #3
                 Your VOTE is Sacred--and Secret

                       YOU HAVE A CHOICE !


     A major turning point for Avondale Industries is approaching. 
On May 6, Avondale shareholders will vote on six resolutions
designed to make Avondale management more accountable to its
shareholders.  As employees and shareholders, YOU have a vital
interest.

     The resolutions--items 2 through 7 on your new PINK voting
instruction card have been proposed by the Avondale Shareholder
Committee.  READ ALL THIS MATERIAL.

     WE URGE YOU TO VOTE FOR PROPOSALS 2 THROUGH 7.

     We have been told by a large number of Avondale employees that
supervisors are urging them to vote against our proposals.  Many
worry that their vote will have a negative impact on their job--ANY
ATTEMPT TO PERSUADE YOU TO VOTE AGAINST OUR RESOLUTIONS SHOULD BE
REPORTED TO US.

     The ESOP Trustees' attorneys have assured the Committee that
the counting of the voting instructions "will be done on a
confidential basis."  Federal securities and other laws FORBID
anyone, including supervisors and managers from telling you that
you must vote one way or the other -- THE CHOICE IS YOURS.

     Never before have we been offered a choice through our
Employee Stock Ownership Plan over how Avondale is managed.  Our
ESOP--and ultimately our total retirement benefits--are directly
tied to the profits of Avondale Industries.

               IT'S OUR COMPANY AND OUT VOTE !!!!

     REMEMBER -- If any person approaches you saying they know that
you have not voted (or saying they know how they voted), CONTACT
THE SHAREHOLDER COMMITTEE IMMEDIATELY AT 454-1552 or 885-3054.

               The Avondale Shareholder Committee
                         Your Committee