SAMPLE BALLOT
                                
                                
                    ESOP VOTING INSTRUCTIONS
                                
The undersigned hereby directs the Administrative Committee of the Avondale
Industries, Inc. Employee Stock Ownership Plan to instruct R. Dean Church,
Rodney J. Duhon, Jr. and Blanche S. Barlotta, as trustees of the
Avondale Industries, Inc. Employee Stock Ownership Trust, to vote, as
designated below, all the shares of common stock of Avondale Industries,
 Inc., help by such as Trust for the account of the undersigned on March 21,
 1995 at the annual meeting of shareholders to be held on April 28, 1995,
 or at any adjournment thereof.

1.   Election of Directors         FOR       ABSTAIN  
NOMINEES PROPOSED FOR ELECTION BY THE BOARD OF DIRECTORS:

          all of nominees listed below (except as marked to the contrary below)

Instruction: To direct an "ABSTAIN" as to any individual names, strike a line
through the nominee's name in the
list below.
     Francis R. Donovan            William Harmeyer         Thomas M. Kitchen

SHAREHOLDER PROPOSALS:

2.   Composition of Compensation Committee..... FOR      AGAINST      ABSTAIN 
3.   Shareholder Rights Plan                FOR     AGAINST      ABSTAIN  
4.   Confidential Voting                    FOR     AGAINST      ABSTAIN  
5.   Board of Directors Declassification    FOR     AGAINST      ABSTAIN  
6.   By-Laws Adoption, Amendment or Repeal  FOR     AGAINST      ABSTAIN   
_____________________________________________________________________________
Upon receipt of these instructions properly executed, the        Shares
allocated to the account of the undersigned participant will be voted in the
manner directed.  If no specific directions are given as to
any one or more items, such Shares will not be voted as to such 
item(s).

                              Dated: __________________________, 1995

                              _____________________________________
                                   Signature of Participant

                              _____________________________________
                                   Name (Please Print)

Please mark, sign, date and return these Voting Instructions promptly using
the enclosed postpaid return envelope.
ONLY INSTRUCTION GIVEN ON THIS FORM WILL BE FOLLOWED
ANY OTHER INSTRUCTIONS WILL BE DISREGARDED

[Note "FOR" boxes for proposals are checked on actual document being
distributed]

ATTENTION ALL AVONDALE
 EMPLOYEE-OWNERS

As an employee of the Company, you are also on owner through the Employee
Stock Ownership Plan, which holds 49% of all Avondale common stock.  You 
recently received a set of Voting Instructions from the
Avondale ESOP.  Please support the five shareholder proposals on the reverse
side that are designed to improve Company performance by making management
 answer to the Company's owners.  Please review the sample
ballot on the reverse side.

MANAGEMENT MAKES THE RULES GOVERNING THE
COMPANY.  THESE RULES SERVE MANAGEMENT'S 
INTERESTS, NOT YOURS.

Management has inacted a number of provisions in the Company's articles of
incorporation and by-laws that make it very difficult for shareholders like
yourself to remove incumbent directors and officers if they perform
poorly.


                             VOTE FOR REFORM
                          VOTE FOR YOUR FUTURE
                                    
                                   BY

                              VOTING "FOR" 
                     THE FIVE SHAREHOLDER PROPOSALS
                                    
                    See Sample Ballot on Reverse Side
            As an ESOP participant, Your Vote is Confidential
                                    
             Sponsored by the Avondale Shareholder Committee
                                    
The Avondale Shareholder Committee is composed primarily of Avondale 
employees who own stock through the ESOP including Debra Howell,
Richard Bell, Leotha Terrell, Sr., Michael Boudreaux, Preston H. Jack, Sr.,
Roland Gooden, Sidney J. Jasmine, Edward Armstrong, Michael J.
Treme, Richard St. Blanc, Archieve Triggs, Sr., Dennis W. Roland, Calvin
 Williams, Donald Mounsey, Harry L. Thompson, Sr., Don Lund,
Mamoru Honjo, Wayne C. Cousin, Eddie Johnson, Frank Ringo, Edwin Brown, 
John R. Hill, Donald Varnado, Gregory Bridges, Sr., Jim Lanham,
Steve Rodrigues, Chester S. Green, Jr. and Reynard Smith..  
The United Brotherhood of Carpenters and the Metal Trades Department of 
the AFL-CIO, both record holders of Company stock, are also members.