8-K

                                  UNITED STATES
                       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): February 4, 2004


                          GULF ISLAND FABRICATION, INC.
             (Exact name of registrant as specified in its charter)


       Louisiana                        0-22303                72-1147390
 (State or other jurisdiction         (Commission             (IRS Employer
      of incorporation)               File Number)          Identification No.)


                                583 Thompson Road
                             Houma, Louisiana 70363
               (Address of principal executive offices)(Zip Code)



                                 (985) 872-2100
              (Registrant's telephone number, including area code)


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









Item 5.    Other Events and Regulation FD Disclosure.

     On February 4, 2004, Gulf Island Fabrication, Inc. issued a press release
announcing the declaration of a common stock dividend. A copy of the press
release is attached as Exhibit 99.2.


Item 7.   Financial Statements and Exhibits.

         (c) Exhibits

                  The following exhibit is filed herewith:

                  Exhibit No.               Description
                  99.2                      Press Release dated February 4, 2004




                                   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.



                                   GULF ISLAND FABRICATION, INC.

                                            /s/ Joseph P. Gallagher, III
                                   By:  --------------------------------
                                            Joseph P. Gallagher, III
                                            Vice President - Finance,
                                             Chief Financial Officer
                                                  and Treasurer
                                          (Principal Financial Officer
                                          and Duly Authorized Officer)

Dated:  February 4, 2004

EX-99

                                                                    Exhibit 99.2


    Gulf Island Fabrication, Inc. Declares Dividend on Common Stock

   HOUMA, La.--(BUSINESS WIRE)--Feb. 4, 2004--Gulf Island
Fabrication, Inc. (NASDAQ: GIFI), announced today that its board of
directors declared a dividend of $0.05 per share on Gulf Island
Fabrication, Inc.'s approximately 11.8 million shares of common stock
outstanding.
   The dividend was declared during a regular meeting of the board
and is payable February 27, 2004, to shareholders of record on
February 17, 2004.
   Gulf Island Fabrication, Inc., based in Houma, Louisiana, is a
leading fabricator of offshore drilling and production platforms,
offshore living quarters and other specialized structures used in the
development and production of offshore oil and gas reserves. The
company also offers offshore interconnect pipe hook-up, inshore marine
construction, manufacture and repair of pressure vessels, and steel
warehousing and sales.

    CONTACT: Gulf Island Fabrication, Inc.
             Kerry J. Chauvin, 985-872-2100
             or
             Joseph "Duke" Gallagher, 985-872-2100