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

AUGUST 13, 2002
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

UNIFAB INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

LOUISIANA 0-29416 72-1382998
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)

5007 PORT ROAD
NEW IBERIA, LOUISIANA 70560
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(337) 367-8291
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

ITEM 1. CHANGE IN CONTROL OF UNIFAB INTERNATIONAL, INC.

On August 13, 2002, Midland Fabricators and Process Systems, LLC
("Midland") acquired a controlling interest in our company in a transaction that
substantially changed our company's financial position. This Current Report
outlines the terms of our transaction with Midland, and provides pro forma
financial information showing the effect that this transaction has had on the
financial condition of our company. In addition to the benefits that resulted
from closing the transaction itself, Midland has agreed to guarantee a new $7
million line of credit for our company.

BACKGROUND OF THE MIDLAND TRANSACTION

In May 2002, Midland acquired the debt that our company owed to our bank
lenders. We announced Midland's acquisition of our bank debt in a press release
on April 26, 2002, and in a Form 8-K filing with the Securities and Exchange
Commission on May 13, 2002. We also announced that our company and Midland had
executed a contract providing for Midland to exchange part of the debt it
acquired for a 90% equity interest in our company. Following the acquisition of
our bank debt, Midland extended additional credit to our company in order to
permit us to meet our payroll and other operating expenses. On August 13, 2002,
the date we closed the transaction described below, we owed Midland a total of
$28,855,000.

Our Board of Directors entered into the agreement with Midland following a
lengthy and unsuccessful process by which the Board sought to replace the
company's credit facility or sell outright the company or any of its
subsidiaries. The Board determined that the transaction with Midland was in the
best interests of our company and our shareholders. Among other things, the
Board considered the fact that our company was unable to pay its current
obligations, and was being sued by various of its vendors. Indeed, our company
did not have the financial stability to attract business opportunities and was
facing a probable bankruptcy. The Board was unable to find a new creditor or a
purchaser for the company or any of its subsidiaries that would have preserved
any value for our shareholders. While our company's balance sheet at June 30,
2002 indicated that we had $13.5 million in shareholders' equity, the value of
our assets on that balance sheet was calculated in accordance with generally
accepted accounting principles (cost, less depreciation). Several times in the
recent past, we have attempted to sell certain assets to raise working capital.
In those sale transactions, we have realized approximately 35% of the book value
of the assets sold. Our management believes that sales of assets in the context
of bankruptcy would have yielded even lower proceeds for the assets, including
probably no more than 25% of the value of our major asset. Even if we had been
able to liquidate our assets for an amount in excess of the amount owed to our
secured creditor - Midland, we had unsecured creditors to whom we owed
approximately $8 million. These creditors would have been entitled to receive
the proceeds of any liquidation after our secured creditor had been fully paid.
Accordingly, our management was firmly convinced that our shareholders would
have received no value for their shares if our company had been forced into
bankruptcy.

In addition to these considerations, the Board considered the opinion of
the investment banking firm of Chaffe & Associates, Inc., the independent
financial advisor to our Board. Based upon the factors considered and
assumptions made by Chaffe & Associates, and the limits of review set forth in
its opinion, and the financial position of our company on July 21, 2002, that
firm was of the opinion that the transaction we closed with Midland on August
13, 2002, was fair

from a financial point of view to the holders of UNIFAB common stock. We have
included a copy of two opinions delivered to the board by Chaffe & Associates,
Inc. related to the Midland transaction as Exhibits 99.2 and 99.3 to this
Current Report.

Generally, a change in control of a NASDAQ-traded company requires
shareholder approval under NASDAQ's listing requirements. The shareholder
approval process normally takes two to three months to complete. The Audit
Committee of our Board of Directors requested a waiver of that requirement,
based upon the Audit Committee's finding that our company was unable to meet its
current obligations and could not afford to undertake the lengthy process of
holding a shareholders' meeting. Based upon the Audit Committee's finding, the
NASDAQ Small Cap Market, the stock market on which our common stock is currently
trading, granted a waiver of its shareholder approval requirement. On August 2,
2002, we mailed a notice to all shareholders informing them of the waiver in
compliance with the NASDAQ's rules applicable to waivers of the shareholder
approval requirements. We were required to wait ten days following August 2,
2002 to close the transaction with Midland.

INFORMATION ABOUT MIDLAND AND NEW MANAGEMENT

Midland is a company owned by William A. Hines and his family. Mr. Hines
was a director of UNIFAB from 1998 until March 2001. Immediately prior to the
closing of the transaction, Mr. Hines owned 10,968 shares of our common stock.
Mr. Hines has extensive experience in the oil field service industry, and
currently owns a number of oil field service companies.

Upon Midland's acquisition of voting control of our company on August 13,
2002, Mr. Charles Broussard resigned from the Board of Directors; our remaining
directors, Messrs. Perry Segura and George Yax, will remain on the board. In
addition, at Midland's request, our board has filled the vacancies on the board
with Mr. Hines (who will serve as Chairman), Mr. Donald Moore, Mr. Allen Porter,
who will also serve our company as President and Chief Executive Officer and
President of Allen Process Systems, LLC, Mr. William Downey, who will also serve
our company as Executive Vice President and Chief Operating Officer and
President of Universal Fabricators, LLC, and Mr. Frank Cangelosi. These
directors will serve until the 2002 annual meeting of shareholders.

Following is a brief description of each of our new directors:

Mr. William A. Hines is the Chairman of our Board of Directors and is also
Chairman of the Board and President of Nassau Holding Corporation, the parent
company of numerous oilfield related companies, including a manufacturer and
distributor of couplings for oilfield tubular goods, located in Metairie,
Louisiana. Mr. Hines is also a director of Whitney Holding Corporation, a
regional bank holding company. Mr. Hines previously served as a director of our
company from July 1998 through March, 2001.

Mr. Allen C. Porter, Jr. is a director and the President and Chief
Executive Officer of our company and President of Allen Process Systems, LLC.
Mr. Porter is a professional mechanical engineer and was the founder and
President of Allen Tank, Inc., the predecessor of our company's subsidiary,
Allen Process Systems, LLC., a renowned industry leader in the design and
fabrication of oilfield process equipment. Mr. Porter has a long career in the
oilfield industry

beginning with his service as a process engineer at Gulf Oil Corporation in
1953. Additionally, Mr. Porter spent over 26 years at C.E. Natco and served over
five of those years as Vice President. Immediately prior to joining our company,
Mr. Porter was the Executive Vice President of Yarbrough Cable Co., a Versabar
company, located in Memphis, Tennessee.

Mr. William A. Downey is a director and the Executive Vice President and
Chief Operating Officer of our company and the President of Universal
Fabricators, LLC. Mr. Downey is a veteran of the heavy marine fabrication
industry with over 15 years of employment with Gulf Island Fabrication, Inc.,
where he served as Vice President of Operations from April, 1985 through
January, 2000, and was an integral member of the senior management team
responsible for Gulf Island's many successes. Mr. Downey was also the President
of Gulf Island, LLC from January, 2000 through June, 2000.

Mr. Donald L. Moore is a director of our company. Mr. Moore is a certified
public accountant and was the managing partner of the New Orleans office of the
national accounting firm of Ernst & Young LLP for over 20 years prior to his
retirement in September,1998. Mr. Moore is a member of the State Board of
Certified Public Accountants of Louisiana and is a member of the American
Institute of Certified Public Accountants. Mr. Moore also serves on the boards
of directors of several charitable organizations, including the Louisiana
Chapter of the Salvation Army and the New Orleans Opera Association.

Mr. Frank J. Cangelosi, Jr. is a director of our company. Mr. Cangelosi is
a Certified Public Accountant and began his career in 1975 at the New Orleans
office of the national accounting firm of Arthur Young & Company. In October,
1980, Mr. Cangelosi joined Nassau Holding Corporation, the parent company of
numerous oilfield related companies, including a manufacturer and distributor of
couplings for oilfield tubular goods, located in Metairie, Louisiana. Mr.
Cangelosi is currently the Vice President of Finance at Nassau, the position he
has held since June, 1985.

THE CLOSING OF THE MIDLAND TRANSACTION

On August 13, 2002, we completed the Midland transaction by executing an
Act of Acknowledgment, Modification, Receipt and Third Amendment to Amended and
Restated Credit Agreement, a copy of which is filed with this Current Report as
Exhibit 99.4 (the "Closing Agreement"). Under the Closing Agreement, our company
issued 738 shares of our preferred stock to Midland in exchange for the
cancellation of $10 million in outstanding debt. Simultaneously, Midland
exchanged our remaining bank debt for a secured convertible debenture in the
approximate amount of $10.7 million due 2007, a secured subordinated note in the
approximate amount of $2.1 million due August 13, 2005 and a secured
subordinated note in the approximate amount of $4.7 million due August 13, 2006.
Midland's preferred stock will be converted into a total of 73,800,000 shares of
our common stock when additional shares of common stock become authorized.
Midland's debenture will be convertible, at Midland's option, into common stock
of our company at a price of $.35 per share. A copy of the debenture has been
filed with this Current Report as Exhibit 4.1. Effective August 13, 2002,
Midland also waived all existing defaults under our credit agreement. A copy of
the Waiver Agreement has been filed with this Current Report as Exhibit 99.5.

As a result of the exchange of our bank debt and issuance of the preferred
stock, Midland now holds approximately 90% of the voting power of our company.
Midland has agreed that it will cause our company's stock to continue to be
publicly traded for at least two years following Midland's acquisition of
control of our company on August 13, 2002. Midland has also agreed to cause the
company to offer all shareholders (other than Midland) the right to purchase up
to 16.5 million additional shares of our common stock for $.35 per share. If
this rights offering is fully subscribed, then Midland's percentage of the
voting power of our company will decrease from 90% to 75% (pre-conversion of
Midland's debenture).

EFFECTS OF THE MIDLAND TRANSACTION

We believe that the Midland transaction has substantially strengthened our
company's financial condition and depth of management. Midland has agreed to
secure a $7 million credit facility for our company, that Midland will
guarantee. This credit facility should allow our company to post bonds and
thereby take on construction projects that we would have been unable to perform
during the past year. Under Item 7 below, we include a pro forma condensed
balance sheet as of June 30, 2002 giving effect to the closing of the Midland
transaction.

CAUTIONARY STATEMENTS

Statements made in this report regarding our expectations as to future
operations and other statements included in this report that are not statements
of historical fact are forward-looking statements that depend upon the following
factors, among others: continued demand for the services provided by our company
and the availability of skilled employees. Should any of these factors not
continue as anticipated, actual results and plans could differ materially from
those expressed in the forward-looking statements contained in this report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) No financial statements are filed with this report.

(b) Pro forma condensed consolidated balance sheet (unaudited)

BASIS OF PRESENTATION

The accompanying pro forma condensed balance sheet as of June 30, 2002
gives effect to the August 13, 2002 transaction between our company and Midland,
under which Midland exchanged $22.8 million outstanding under the Company's
senior secured credit agreement for 738 shares of the Company's preferred stock
(with each share convertible into 100,000 shares of the Company's common stock),
a secured convertible debenture in the approximate amount of $10.7 million and a
secured subordinated note payable in the approximate amount of $2.1 million.
Midland also settled approximately $5.6 million of accounts payable for a
secured subordinated note payable in the approximate amount of $4.7 million. The
pro forma condensed combined balance sheet is based on the June 30, 2002 balance
sheet as reported in the June 30, 2002 Form 10-Q, giving effect to the
assumptions and adjustments in the accompanying notes to the pro forma condensed
balance sheet.

The pro forma condensed combined financial statements have been prepared
by UNIFAB's

management and include such adjustments to reflect the pro forma financial
results as if the transaction described above had occurred as of June 30, 2002.

The pro forma condensed consolidated balance sheet should be read in
conjunction with the historical financial statements and footnotes thereto for
the year ended December 31, 2001 included in the Unifab International, Inc.
Annual Report on Form 10-K.

UNIFAB INTERNATIONAL, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

June 30, June 30,
2002 Pro forma adjustments 2002
as reported Pro forma
----------------------------------------------------------

Assets
Current assets:
Cash and cash equivalents $ 636 $ 636
Accounts receivable, net of allowance for doubtful
accounts 7,886 (1) (675) 7,211
of $896
Costs and estimated earnings in excess of billings on
uncompleted contracts 2,590 2,590
Income tax receivable 2,756 2,756
Prepaid expenses and other assets 2,804 2,804
------------ -----------
Total current assets 16,672 15,997

Property, plant and equipment, net 31,808 31,808
Goodwill, net 260 260
Deferred income taxes - -
Other assets 787 787
------------ ----------- -----------
Total assets $ 49,527 $ (675) $ 48,852
============ =========== ===========

Liabilities and shareholders' equity Current liabilities:
Accounts payable $ 10,016 (2) (5,623) $ 4,393
Billings in excess of costs and estimated earnings on
uncompleted contracts 5 5
Accrued liabilities 3,012 (3) (680) 1,532
(3) (500)
(3) (300)
Notes payable 22,958 (1) (675) 292
(3) 800
(4) (2,139)
(4) (20,652)
------------ ----------- -----------
Total current liabilities 35,991 (29,769) 6,222

Subordinated note payable - (2) 4,709 17,500
(4) 2,139
(4) 10,652
Shareholders' equity:
Preferred stock, 738 shares, each share has voting
rights equivalent to and is convertible into 100,000
shares of common stock - (4) 10,000 10,000
Common stock, $0.01 par value, 20,000,000 shares
authorized, 8,189,972 outstanding
82 82
Additional paid-in capital 46,830 46,830
Retained earnings (accumulated deficit) (33,286) (2) 914 (31,692)
(3) 680
Currency translation adjustment (90) (90)
------------ ----------- -----------
Total shareholders' equity 13,536 11,594 25,130
------------ ----------- -----------
Total liabilities and shareholders' equity $ 49,527 $ (675) $ 48,852
============ =========== ===========

See accompanying notes to pro forma condensed consolidated balance sheet
(unaudited).

UNIFAB INTERNATIONAL, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The accompanying pro forma condensed balance sheet as of June 30, 2002
gives effect to the August 13, 2002 transaction between Unifab International,
Inc. (the "Company") and Midland Fabricators and Process Systems, LLC
("Midland"), under which Midland exchanged $22.8 million outstanding under the
Company's senior secured credit agreement for 738 shares of the Company's
preferred stock (each share is convertible into 100,000 shares of the Company's
common stock), a secured convertible debenture in the approximate amount of
$10.7 million and a secured subordinated note payable in the approximate amount
of $2.1 million. Midland also settled approximately $5.6 million of accounts
payable for a secured subordinated note payable in the approximate amount of
$4.7 million. The pro forma condensed combined balance sheet is based on the
June 30, 2002 balance sheet as reported in the June 30, 2002 Form 10-Q.

The pro forma condensed combined financial statements have been
prepared by Unifab's management and include such adjustments to reflect the pro
forma financial results as if the transaction described above had occurred as of
June 30, 2002.

NOTE 2. PRO FORMA ADJUSTMENTS

The pro forma adjustments to record the transactions between the Company and
Midland are as follows:

(1) To give effect to an exchange of accounts receivable and reduction in the
amount outstanding under the senior secured credit agreement of $675,000 in a
Dation en Partial Paiement to Midland.

(2) To give effect to the settlement of accounts payable with a face amount of
$5,623,000 for a secured subordinated note payable to Midland in the amount of
$4,709,000. The note is payable on or before August 13, 2006 and bears interest
at prime plus 3% (7.5% at August 13, 2002).

(3) To give effect to borrowings against the senior secured credit facility
made from June 30, 2002 to August 13, 2002 used to pay accrued and unpaid
interest and working capital.

(4) To give effect to the exchange of $20,652,000 outstanding under the senior
secured credit agreement for 738 shares on the Company's preferred stock and a
secured subordinated convertible debenture for $10,652,000. Each share of
preferred stock in convertible into 100,000 shares of the Company's common
stock. The secured subordinated convertible debenture is payable in five equal
annual installments beginning August 13, 2007 and bears interest at prime plus
2.5% (7.25% at August 13, 2002). The debenture is convertible into shares of the
Company's common stock at $0.35 per share.

(5) To give effect to the exchange of $2,139,000 outstanding under the senior
secured credit agreement for a secured subordinated note payable to Midland. The
secured subordinated note is payable on or before August 13, 2005 and bears
interest at prime plus 3% (7.75% at August 13, 2002).

NOTE 3. COMPARATIVE CONDENSED BALANCE SHEET

The following table compares certain captions on the Company's balance
sheet and amounts derived from those captions at December 31, 2001 as reported
in the Company's Annual Report on Form 10-K and at June 30, 2002 as reported in
the Company's Quarterly Report on Form 10-Q with the pro forma amounts reported
above in this Form 8-K.

December 31, 2001 June 30, 2002 June 30, 2002
As reported As reported Pro forma
------------------------------------------------------------------
(Amounts are in thousands)

Cash $ 754 $ 636 $ 636
Current assets 28,439 16,672 15,997
Total assets 63,207 49,527 48,852
Current liabilities 43,952 35,991 6,222
Working capital (deficit) (15,513) (19,319) 9,775
Current notes payable 23,246 22,652 292
Shareholders' equity $ 19,133 $ 13,536 $ 25,130

4.1 Debenture dated August 13, 2002
99.1 Press release issued by the Company on August 15, 2002
99.2 Fairness Opinion of Chaffe & Associates, Inc. dated July 23, 2002
99.3 Fairness Opinion of Chaffe & Associates, Inc. dated August 9, 2002
99.4 Act of Acknowledgment, Modification, Receipt and Third Amendment to
Amended and Restated Credit Agreement dated August 13, 2002
99.5 Waiver Letter from Midland Fabricators and Process Systems, LLC to
UNIFAB International, Inc. dated August 14, 2002

SIGNATURE

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.

By: /s/ Allen C. Porter, Jr.
------------------------
Allen C. Porter, Jr.
President and Chief Executive Officer

Dated: August 22, 2002