<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>a5925758ex3-1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
                                                                     Exhibit 3.1


                              ARTICLES OF AMENDMENT
                                     to the
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       of
                          GULF ISLAND FABRICATION, INC.


         Gulf  Island   Fabrication,   Inc.,   a  Louisiana   corporation   (the
"Corporation"),  by  and  through  its  undersigned  Vice  President  and  Chief
Financial  Officer and by  authority  of its Board of  Directors  (the "Board of
Directors"), does hereby certify:

         FIRST:  Immediately prior hereto,  the authorized  capital stock of the
Corporation consisted of (i) 20,000,000 shares of Common Stock, no par value per
share; and (ii) 5,000,000 shares of Preferred Stock, no par value per share. The
Amended and Restated Articles of Incorporation of the Corporation filed with the
Louisiana  Secretary  of State on February 14,  1997,  sets forth the  authority
vested in the Board of Directors to amend the Articles of  Incorporation  to fix
the relative rights,  preferences and limitations of the shares of any class and
to establish  and fix  variations  in relative  rights as between  series of any
preferred or special class; and

         SECOND:  At a meeting of the Board of Directors held on March 24, 2009,
the  Board  of  Directors,  acting  pursuant  to  Section  33A of  the  Business
Corporation Law of Louisiana, duly adopted resolutions approving an Amendment to
Article III of the Corporation's Amended and Restated Articles of Incorporation,
as in effect prior to the date hereof,  by amending and restating Article III so
as to read in its entirety as follows:

                                   Article III
                                     Capital

         A. Authorized  Stock. The Corporation shall have the authority to issue
an aggregate of 25,000,000  shares of capital stock, of which 20,000,000  shares
shall be Common Stock,  no par value per share,  and  5,000,000  shares shall be
Preferred Stock, no par value per share.

         B. Preferred  Stock.  Shares of Preferred Stock may be issued from time
to time in one or more  series.  Authority  is  hereby  vested  in the  Board of
Directors to amend these Articles of Incorporation  from time to time to fix the
preferences,  limitations and relative rights as between the Preferred Stock and
the Common Stock,  and to fix  variations in the  preferences,  limitations  and
relative rights as between different series of Preferred Stock.

         C. Series A Preferred Stock. The  Corporation's  Series A Participating
Cumulative  Preferred  Stock shall consist of 15,000  shares of Preferred  Stock
having the  preferences,  limitations and relative rights set forth below.  Such
number of shares may be increased or  decreased  by  resolution  of the Board of
Directors; provided, however, that no decrease shall reduce the number of shares
of Series A Participating  Cumulative  Preferred Stock to a number less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance  upon  the  exercise  of  outstanding  options  or  rights  or upon the
conversion of any outstanding  securities issued by the Corporation  convertible
into Series A Participating Cumulative Preferred Stock.


                                       1
<PAGE>

                  (1) The holders of Series A Participating Cumulative Preferred
Stock shall have the following dividend rights.

                           (a)  Subject  to the  rights  of the  holders  of any
shares of any series of Preferred Stock (or any similar stock) ranking prior and
superior to the Series A Participating  Cumulative  Preferred Stock with respect
to  dividends,  the  holders  of  shares of  Series A  Participating  Cumulative
Preferred  Stock shall be entitled to receive,  when,  as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends  payable in cash on the  fifteenth day of March,  June,  September and
December in each year (each such date being  referred to herein as a  "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after  the  first  issuance  of a share  or  fraction  of a share  of  Series  A
Participating Cumulative Preferred Stock, in an amount per share (rounded to the
nearest  cent) equal to the greater of (a) $1.00 or (b) subject to the provision
for adjustment hereinafter set forth, 1,000 times the aggregate per share amount
of all cash  dividends,  and 1,000 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other  distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock (by  reclassification or otherwise),  declared on the Common Stock,
no par value,  of the  Corporation  (the "Common  Stock") since the  immediately
preceding  Quarterly  Dividend  Payment  Date,  or,  with  respect  to the first
Quarterly  Dividend  Payment  Date,  since  the first  issuance  of any share or
fraction of a share of Series A Participating Cumulative Preferred Stock. In the
event the Corporation  shall at any time after March 25, 2009 (the  "Declaration
Date") (i)  declare or pay any  dividend  on Common  Stock  payable in shares of
Common Stock, (ii) subdivide the outstanding  Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the  amount to which  holders  of shares  of Series A  Participating  Cumulative
Preferred Stock were entitled  immediately  prior to such event under clause (b)
of the  preceding  sentence  shall be adjusted by  multiplying  such amount by a
fraction  the  numerator  of which is the  number  of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                           (b) The  Corporation  shall  declare  a  dividend  or
distribution  on the  Series  A  Participating  Cumulative  Preferred  Stock  as
provided  in  paragraph  (a) above  immediately  after it declares a dividend or
distribution  on the Common  Stock  (other than a dividend  payable in shares of
Common  Stock);  provided that, in the event no dividend or  distribution  shall
have been  declared on the Common Stock during the period  between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $1.00 per share on the Series A Participating  Cumulative  Preferred
Stock  shall  nevertheless  be payable  on such  subsequent  Quarterly  Dividend
Payment Date.


                                       2
<PAGE>

                           (c) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Participating  Cumulative Preferred Stock from
the  Quarterly  Dividend  Payment Date next  preceding the date of issue of such
shares of Series A Participating  Cumulative Preferred Stock, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends of such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders  of  shares  of  Series  A  Participating  Cumulative
Preferred  Stock  entitled  to receive a  quarterly  dividend  and  before  such
Quarterly  Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid  dividends  shall not bear  interest.  Dividends  paid on the
shares of Series A  Participating  Cumulative  Preferred Stock in an amount less
than the total amount of such  dividends at the time accrued and payable on such
shares  shall be  allocated  pro rata on a  share-by-share  basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the  determination  of  holders of shares of Series A  Participating  Cumulative
Preferred  Stock  entitled  to receive  payment of a  dividend  or  distribution
declared  thereon,  which record date shall be no more than 45 days prior to the
date fixed for the payment thereof.

                  (2) In addition  to any voting  rights  otherwise  required by
law, the holders of shares of Series A Participating  Cumulative Preferred Stock
shall have the following voting rights:

                           (a)   Subject  to  the   provision   for   adjustment
hereinafter set forth, each share of Series A Participating Cumulative Preferred
Stock shall entitle the holder  thereof to 1,000 votes on all matters  submitted
to a vote of the shareholders of the  Corporation.  In the event the Corporation
shall at any time after the Declaration  Date (i) declare or pay any dividend on
Common Stock payable in shares of Common Stock,  (ii) subdivide the  outstanding
Common  Stock,  or (iii)  combine the  outstanding  Common  Stock into a smaller
number of shares,  then in each such case the number of votes per share to which
holders  of shares of  Series A  Participating  Preferred  Stock  were  entitled
immediately  prior to such event shall be adjusted by multiplying such number by
a  fraction  the  numerator  of which is the  number of  shares of Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

                           (b) Except as otherwise provided in the Corporation's
Articles  of  Incorporation  or by law,  the  holders  of  shares  of  Series  A
Participating  Cumulative  Preferred  Stock and the  holders of shares of Common
Stock shall vote  together as one class on all  matters  submitted  to a vote of
shareholders of the Corporation.

                           (c) Except as set forth  herein,  holders of Series A
Participating Cumulative Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

                  (3) Any shares of Series A Participating  Cumulative Preferred
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever  shall be  retired  and  cancelled  promptly  after  the  acquisition
thereof.  All such shares shall upon their  cancellation  become  authorized but
unissued  shares of Preferred  Stock and may be reissued as part of a new series
of  Preferred   Stock  to  be  created  by  resolution  or  resolutions  of  the
shareholders  or  the  Board  of  Directors,   subject  to  the  conditions  and
restrictions   on  issuance   set  forth  in  the   Corporation's   Articles  of
Incorporation.


                                       3
<PAGE>

                  (4) The Corporation shall abide by the following restrictions:

                           (a) Whenever  quarterly  dividends or other dividends
or  distributions  payable on the Series A  Participating  Cumulative  Preferred
Stock as provided for in Section 1 are in arrears or the Corporation shall be in
default  in  payment  thereof,  thereafter  and until  all  accrued  and  unpaid
dividends  and  distributions,  whether or not  declared,  on shares of Series A
Participating Cumulative Preferred Stock outstanding shall have been paid or set
aside for payment in full, and in addition to any and all other rights which any
holder of shares of Series A Participating  Cumulative  Preferred Stock may have
in such circumstances, the Corporation shall not:

                           1.       declare or pay dividends,  or make any other
                                    distributions,   on  any   shares  of  stock
                                    ranking  junior  (either as to  dividends or
                                    upon liquidation, dissolution or winding up)
                                    to the  Series  A  Participating  Cumulative
                                    Preferred Stock;

                           2.       declare or pay dividends,  or make any other
                                    distributions,   on  any   shares  of  stock
                                    ranking on a parity  (either as to dividends
                                    or upon liquidation,  dissolution or winding
                                    up)   with  the   Series   A   Participating
                                    Cumulative Preferred Stock, unless dividends
                                    are   paid   ratably   on   the   Series   A
                                    Participating Cumulative Preferred Stock and
                                    all such parity stock on which dividends are
                                    payable or in arrears in  proportion  to the
                                    total  amounts  to which the  holders of all
                                    such shares are then entitled;

                           3.       redeem or purchase or otherwise  acquire for
                                    consideration  shares of any  stock  ranking
                                    junior  (either  as  to  dividends  or  upon
                                    liquidation,  dissolution  or winding up) to
                                    the   Series  A   Participating   Cumulative
                                    Preferred    Stock,    provided   that   the
                                    Corporation may at any time redeem, purchase
                                    or  otherwise  acquire  shares  of any  such
                                    junior  stock in exchange  for shares of any
                                    stock  of  the  Corporation  ranking  junior
                                    (either as to dividends or upon liquidation,
                                    dissolution  or winding  up) to the Series A
                                    Participating Cumulative Preferred Stock; or

                           4.       redeem or purchase or otherwise  acquire for
                                    consideration   any   shares   of  Series  A
                                    Participating Cumulative Preferred Stock, or
                                    any shares of stock ranking on a parity with
                                    the   Series  A   Participating   Cumulative
                                    Preferred  Stock  (either as to dividends or
                                    upon  liquidation,  dissolution  or  winding
                                    up),  except in  accordance  with a purchase
                                    offer made in writing or by publication  (as
                                    determined by the Board of Directors) to all
                                    holders  of such  shares  upon such terms as
                                    the Board of Directors,  after consideration
                                    of the respective  annual dividend rates and
                                    other relative rights and preferences of the
                                    respective   series   and   classes,   shall
                                    determine  in good faith will result in fair
                                    and equitable treatment among the respective
                                    series or classes.


                                       4
<PAGE>

                           (b) The  Corporation  shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

                  (5) Upon any  liquidation,  dissolution  or  winding up of the
Corporation,  the holders of Series A Participating  Cumulative  Preferred Stock
shall have the following rights:

                           (a) No distribution  shall be made (1) to the holders
of shares of stock ranking junior  (either as to dividends or upon  liquidation,
dissolution or winding up) to the Series A  Participating  Cumulative  Preferred
Stock unless,  prior  thereto,  the holders of shares of Series A  Participating
Cumulative  Preferred Stock shall have received $1,000 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
declared, to the date of such payment,  provided that following such payment the
holders of Series A  Participating  Cumulative  Preferred Stock shall be further
entitled to receive an aggregate amount per share,  subject to the provision for
adjustment  hereinafter set forth,  equal to 1,000 times the aggregate amount to
be  distributed  per share to  holders  of shares of Common  Stock or (2) to the
holders of shares of stock  ranking on a parity  (either as to dividends or upon
liquidation,  dissolution  or  winding  up)  with  the  Series  A  Participating
Cumulative  Preferred Stock,  except  distributions made ratably on the Series A
Participating Cumulative Preferred Stock and all such parity stock in proportion
to the total  amounts to which the holders of all such shares are entitled  upon
such liquidation, dissolution or winding up.

                           (b)  In  the  event,  however,  that  there  are  not
sufficient  assets  available to permit  payment in full of the  above-described
liquidation preference of the Series A Participating  Cumulative Preferred Stock
and the liquidation  preferences of all other series of Preferred Stock, if any,
which rank on a parity  with the  Series A  Participating  Cumulative  Preferred
Stock, then such remaining assets shall be distributed ratably to the holders of
all  such  parity  shares  in  proportion   to  their   respective   liquidation
preferences.

                           (c) In the event the  Corporation  shall at any time,
after the  Declaration  Date,  declare  or pay a dividend  on the  Common  Stock
payable in shares of Common Stock,  or effect a subdivision  or  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
aggregate amount to which holders of shares of Series A Participating Cumulative
Preferred Stock were entitled  immediately prior to such event under the proviso
in  clause  (1) of  paragraph  (a) of  this  Section  5  shall  be  adjusted  by
multiplying  such amount by a fraction  the  numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.


                                       5
<PAGE>

                  (6)  In  case   the   Corporation   shall   enter   into   any
consolidation,  merger,  combination or other transaction in which the shares of
Common Stock are exchanged for or converted into other stock or securities, cash
and/or  any  other  property,  then in any such  case  the  shares  of  Series A
Participating  Cumulative  Preferred  Stock shall at the same time be  similarly
exchanged  or  converted in an amount per share  (subject to the  provision  for
adjustment  hereinafter set forth) equal to 1,000 times the aggregate  amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be,  into  which or for which  each share of Common  Stock is  converted  or
exchanged.  In the event the Corporation shall at any time after the Declaration
Date (i) declare or pay any dividend on Common Stock payable in shares of Common
Stock,  (ii)  subdivide  the  outstanding  Common  Stock,  or (iii)  combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the  preceding  sentence with respect to the exchange or
conversion of shares of Series A Participating  Cumulative Preferred Stock shall
be adjusted by  multiplying  such amount by a fraction the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (7) The shares of Series A Participating  Cumulative Preferred
Stock shall not be redeemable.

                  (8) The  Series A  Participating  Cumulative  Preferred  Stock
shall rank,  with respect to the payment of dividends  and the  distribution  of
assets,  junior to all  shares  or  series  of shares of any other  class of the
Corporation's Preferred Stock.

                  (9) The Articles of Incorporation of the Corporation shall not
be further  amended in any manner  which  would  materially  alter or change the
powers,  preferences or special rights of the Series A Participating  Cumulative
Preferred Stock so as to affect them adversely  without the affirmative  vote of
the  holders  of at least  two-thirds  of the  outstanding  shares  of  Series A
Participating Cumulative Preferred Stock, voting separately as a class.

                  (10) Series A Participating  Cumulative Preferred Stock may be
issued in fractions of a share which shall entitle the holder,  in proportion to
such holder's  fractional shares, to exercise voting rights,  receive dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series A Participating Cumulative Preferred Stock.

                               * * * * * * * * * *


                                       6
<PAGE>

         IN WITNESS  WHEREOF,  the undersigned  duly authorized  officers of the
Corporation have executed and delivered these Articles of Amendment on this 25th
day of March, 2009.

                                               GULF ISLAND FABRICATION, INC.



                                               By:      /s/Robin A. Seibert
                                                    ----------------------------
                                               Name:   Robin A. Seibert
                                               Title:  Vice President and
                                                       Chief Financial Officer


                                       7
<PAGE>

                                 ACKNOWLEDGMENT


STATE OF LOUISIANA

PARISH OF ORLEANS


         BEFORE ME, the  undersigned  authority,  personally  came and  appeared
Robin A.  Seibert,  to me known to be the Vice  President  and  Chief  Financial
Officer of Gulf  Island  Fabrication,  Inc.,  and the person  who  executed  the
foregoing instrument in such capacity,  and who, being duly sworn,  acknowledged
in my presence and in the  presence of the  undersigned  witnesses,  that he was
authorized to and did execute the foregoing instrument in such capacity for such
corporation, as its and their free act and deed.

                  IN  WITNESS  WHEREOF,  the  appearer,  witnesses  and  I  have
hereunto affixed our hands on this 25th day of March, 2009.


WITNESSES:

/s/ Catherine Blume                       /s/ Robin A. Seibert
--------------------------------------    --------------------------------------
Name:   Catherine Blume                             Robin A. Seibert
                                                    Vice President and
                                                    Chief Financial Officer
                                                    Gulf Island Fabrication


/s/ Sue L. Ryan
--------------------------------------
Name:  Sue L. Ryan



                               Kelly C. Simoneaux
                               ------------------
                                  NOTARY PUBLIC
</TEXT>
</DOCUMENT>
