EXHIBIT 10.20



                        GLOBAL MARINE INC.

                  INCENTIVE STOCK SALE AGREEMENT
              (1989 Stock Option and Incentive Plan)




     GLOBAL MARINE INC. (the "Company"), desiring to afford an
opportunity to the offeree identified as such below (the "Offeree")
to purchase shares of the Company's common stock, $.10 par value
per share (the "Common Stock") at an incentive purchase price below
the market price at the time of sale as compensation for the
Offeree's services as an employee of the Company or of one or more
of its subsidiaries, hereby makes an offer to sell to the Offeree,
under the Company's 1989 Stock Option and Incentive Plan, the
number of shares of such Common Stock specified below, at the price
specified below, subject to and upon the terms and conditions set
forth below (the "Offer").


1.   SPECIFICATION OF DATE, OFFEREE, NUMBER OF SHARES, PURCHASE
     PRICE AND TERM.

     (a)  The date of the Offer is February 11, 1997.

     (b)  The Offeree is _______________________.

     (c)  The number of shares of the Company's Common Stock
          offered hereby is ____________________.

     (d)  The purchase price of the Common Stock offered hereby is
          $0.10 per share.

     (e)  The term of the Offer shall expire at the close of
          business at the Company's principal executive office in
          Houston, Texas, on February 13, 1997; from and after that
          time, if the Offer has not been accepted before that time
          as provided in this Agreement, neither the Offeree nor
          the Company shall have any rights or obligations under
          this Agreement.

2.   METHOD OF ACCEPTANCE AND PURCHASE.  The Offeree may accept the
     Offer by executing a copy of this Agreement in the acceptance
     space provided below and delivering said executed copy or a
     facsimile thereof during the term of the Offer to the
     Secretary of the Company at the Company's principal executive
     office in Houston, Texas.  Such acceptance shall be completed
     to indicate the number of shares being purchased.  Payment of
     the purchase price for such number of shares will be effected
     by means of immediate payroll deduction.  Promptly after
     receipt of such acceptance, the Company shall, subject to the
     other terms and conditions of this Agreement, issue a
     certificate for such number of shares to the Offeree.


3.   WAGE WITHHOLDING AND EMPLOYMENT TAXES.  The Company and the
     Offeree understand and agree that, (i) with respect to shares
     of the Common Stock purchased under this Agreement that are
     not subject to a substantial risk of forfeiture (or, if
     subject to a substantial risk of forfeiture, with respect to
     which a timely election under Section 83 of the Internal
     Revenue Code has been filed), the Offeree will recognize
     ordinary income for tax purposes to the extent of any excess
     of the fair market value of such shares at the time they are
     transferred to the Offeree over the price paid for the shares,
     (ii) with respect to shares of the Common Stock purchased
     under this Agreement that are subject to a substantial risk of
     forfeiture and with respect to which a timely Section 83
     election is not filed, then, upon lapse of the restrictions
     which impose a substantial risk of forfeiture, the Offeree
     will recognize ordinary income for tax purposes to the extent
     of any excess of the fair market value of such shares at such
     time over the price paid for the shares, and (iii) any such
     ordinary income recognized by the Offeree will be subject to
     both wage withholding and employment taxes.  The Offeree
     agrees that his employer may effect any such withholding
     and/or deduct any such taxes from any cash compensation that
     the Company or any one or more of its subsidiaries may pay the
     Offeree. 


4.   Restrictions on Share Transfer by Certain Offerees.  Until six
     months have elapsed after the date of the Offer, the Offeree
     may not transfer the shares in a transaction that would
     constitute a "sale" under Section 16 of the Securities
     Exchange Act of 1934 (the "Exchange Act") if the Offeree is
     (a) a director of Global Marine Inc., (b) an "officer" of
     Global Marine Inc. as such term is defined for purposes of the
     rules of the Securities and Exchange Commission under
     Section 16 of the Exchange Act, or (c) a beneficial owner of
     more than ten percent of the issued and outstanding Common
     Stock.  Furthermore, the Offeree understands and acknowledges
     that, if he is an Offeree described in (a), (b) or (c) in the
     preceding sentence, his transfer of any other shares of the
     Common Stock in a "sale" transaction during the six-month
     period mentioned above could be matched with his purchase of
     shares of the Common Stock under this Agreement and subject
     him to liability under Section 16 of the Exchange Act.  


5.   NON-TRANSFERABLE.  The Offer may not be transferred and may be
     accepted only by the Offeree.


6.   LIMITATION.  The Offeree shall be entitled to the privileges
     of stock ownership in respect of shares subject to the Offer
     only when such shares have been issued and delivered to him as
     fully paid shares upon purchase of Common Stock in accordance
     with this Agreement.


7.   REQUIREMENTS OF LAW AND OF STOCK EXCHANGES.  The issuance of
     shares upon acceptance of the Offer shall be subject to
     compliance with all of the applicable requirements of law with
     respect to the issuance and sale of such shares.  In addition,
     the Company shall not be required to issue or deliver any
     certificate or certificates upon acceptance of the Offer prior
     to the admission of such shares to listing on notice of
     issuance on any stock exchange on which shares of the same
     class are then listed.  In the event the Company's legal
     counsel shall advise it that registration under the Securities
     Act of 1933 of the shares as to which the Offer is accepted is
     required prior to issuance thereof, the Company shall not be
     required to issue or deliver such shares unless and until such
     legal counsel shall advise that such registration has been
     completed or is not required.


8.   GLOBAL MARINE INC. 1989 STOCK OPTION AND INCENTIVE PLAN.  The
     Offer and any acceptance and purchase under this Agreement are
     made under and are subject to, and the Company and the Offeree
     agree to be bound by, all of the terms and conditions of the
     Company's 1989 Stock Option and Incentive Plan as the same
     shall have been amended from time to time in accordance with
     the terms thereof, provided that no such amendment shall
     deprive the Offeree, without his consent, of the Offer or any
     rights hereunder.  Pursuant to said Plan, the Board of
     Directors of the Company or its Committee established for such
     purposes is authorized to adopt rules and regulations not
     inconsistent with the Plan and to take such action in the
     administration of the Plan as it shall deem proper.  A copy of
     the Plan in its present form is available for inspection
     during business hours by the Offeree at the Company's
     principal office.




     IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf as of the date of the Offer stated above.


                                    GLOBAL MARINE INC.



                                    By:_________________________


ACCEPTED for _____ shares:



_____________________________
        (Offeree)