EXHIBIT 10.34

NOTICE OF GRANT OF STOCK OPTIONS        Global Marine Inc.
     ID: 95-1849298
     777 N. Eldridge Parkway
     P. O. Box 4577
     Houston, TX 77210

[Optionee's Name and Address]      Option Number:
     Plan:    GM98
     ID:


Effective                , you have been granted a(n) Incentive
Stock Option to buy           shares of Global Marine Inc. (the
Company) stock at $          per share.

The total option price of the shares granted is $          .

Shares in each period will become fully vested on the date shown.

     SHARES         VEST TYPE      FULL VEST      EXPIRATION

                    On Vest Date
                    On Vest Date
                    On Vest Date
                    On Vest Date


This option is granted under and governed by the terms and
conditions of the Global Marine 1998 Stock Option and Incentive
Plan and the attached terms and conditions, all of which are made
a part of this document.

                                                       Form 1A(2)
                                                           (2-99)

                        GLOBAL MARINE INC.

                      TERMS AND CONDITIONS 
                                OF
                   INCENTIVE STOCK OPTION GRANT
       (Global Marine 1998 Stock Option and Incentive Plan)

     GLOBAL MARINE INC. (the "Company"), desiring to afford you an
opportunity to purchase shares of the Company's Common Stock, $.10
par value ("Common Stock"), and to provide you with an added
incentive as an employee of, consultant to, or other person
providing key services to the Company or of one or more of its
Related Companies, has established the following terms and
conditions under which it has granted you an option ("Option")
under the Global Marine 1998 Stock Option and Incentive Plan to
purchase a number of shares of such Common Stock during a specified
term and at a specified price, all as set forth on the cover page
of this Notice of Grant of Stock Options ("Notice"), subject to and
upon the terms and conditions set forth on the cover page and
below.  This Option is intended, to the extent permitted at any
given time, to qualify as an "incentive stock option" within the
meaning of Section 422A of the U.S. federal Internal Revenue Code
of 1986, as amended and in effect at such time (an "Incentive Stock
Option"), but no warranty is made as to such qualification.  YOU
ARE URGED TO CONSULT YOUR TAX ADVISOR PRIOR TO EXERCISING THIS
OPTION AND PRIOR TO DISPOSING OF ANY SHARES ACQUIRED UPON SUCH
EXERCISE.

1.   SPECIFICATION OF DATE, NUMBER OF SHARES, OPTION PRICE AND
     TERM.

     (a)  The date of this Option is the effective date set forth
          in the first paragraph on the cover page of this Notice.

     (b)  The number of shares of the Company's Common Stock
          optioned hereby is the number of shares set forth
          in the first paragraph on the cover page of this Notice,
          subject to adjustments under Section 7.

     (c)  Subject to acceleration under Sections 2 and 5 and to
          adjustments under Section 7, the shares optioned hereby
          first become purchasable in the four installments set
          forth under "Shares" in the table on the cover page of
          this Notice, each installment first becoming purchasable
          at the date set forth for that installment under "Full
          Vest" in said table.

     (d)  The per share option price under this Option is the price
          set forth in the first paragraph on the cover page of
          this Notice, subject to adjustments under Section 7.

     (e)  The term of this Option is ten years beginning on the
          date of this Option and expiring on the date set forth
          under "Expiration"  in the table on the cover page of
          this Notice; upon the expiration of such term, this
          Option shall expire and may not be exercised.

2.   INSTALLMENT PROVISIONS AND ACCELERATION.  This Option is not
     exercisable in any part until the earliest of the dates
     specified in this Section and in Section 5 below.

     The installments set forth in the table on the cover page of
     this Notice and referred to in Section 1(c) are cumulative, so
     that each matured installment or any portion thereof may be
     exercised at any time until the expiration or prior
     termination of this Option.

     In the event that stock of the Company representing more than
     fifty percent of the voting power of the stock of the Company
     then outstanding is acquired by an individual, partnership,
     joint venture, corporation or other entity ("Purchaser"), or
     by a group of Purchasers acting in concert for purposes of
     acquiring such stock, or by any "person" as defined in Section
     13(d) or Section 14(d) of the Securities Exchange Act of 1934,
     as amended, this Option will immediately become exercisable as
     to the full number of shares optioned hereby and referred to
     in Section 1(b), to the extent not previously exercised, and
     will remain exercisable as to said full number of shares until
     the expiration or prior termination of this Option; provided,
     however, that if the foregoing acceleration provision becomes
     operative during the six-month period immediately following
     the date of this Option, then this Option shall immediately
     become exercisable as to said full number of shares upon the
     expiration of said six-month period and remain exercisable
     until the expiration or prior termination of this Option.

     Nothing contained in this section shall be interpreted in a
     way which permits you to purchase a number of shares in excess
     of the number of shares optioned hereby and referred to in
     Section 1(b).

3.   METHOD OF EXERCISE.  This Option may be exercised from time to
     time, in accordance with its terms, by written notice thereof
     signed and delivered by you or another person entitled to
     exercise this Option to the Corporate Secretary of the Company
     at its principal executive office in Houston, Texas, or as it
     may hereafter be located.  Such notice shall state the number
     of shares being purchased and shall be accompanied by the
     payment in full in cash of the option price for such number of
     shares.  Such payment may also be made, in whole or in part,
     by the surrender of shares of Common Stock of Global Marine
     Inc., any such shares of Common Stock so surrendered to be
     deemed to have a value equal to the Fair Market Value of the
     shares.  Promptly after receipt of such notice and payment,
     the Company shall issue certificates to you or such other
     person exercising this Option.

4.   TRANSFERABILITY.  You may not transfer this Option other than
     by will or by the laws of descent and distribution or, if
     applicable, as authorized by the following sentence, and this
     Option shall be exercisable during your lifetime only by you
     or, if applicable, by a transferee authorized by the following
     sentence.  To the extent this Option is a nonqualified stock
     option and is not subject to incentive stock option treatment
     under the Internal Revenue Code or applicable rules or
     regulations thereunder, this Option or any portion thereof may
     be transferred by you to (i) your spouse, children or
     grandchildren ("Immediate Family Members"), (ii) a trust or
     trusts for your exclusive benefit and/or the exclusive benefit
     of Immediate Family Members, (iii) a partnership in which you
     and/or Immediate Family Members are the only partners, (iv) a
     transferee pursuant to a judgment, decree or order relating to
     child support, alimony or marital property rights that is made
     pursuant to a domestic relations law of a state or country
     with competent jurisdiction (a "Domestic Relations Order"), or
     (v) such other transferee as may be approved by the
     Compensation Committee of the Company's Board of Directors in
     its sole and absolute discretion; provided, however, that (x)
     the Board of Directors of the Company and its Compensation
     Committee each reserves the right to prohibit any transfer
     with or without cause in its sole and absolute discretion, and
     (y) subsequent transfers of this Option or any portion thereof
     are prohibited except those to or by you in accordance with
     this Section, by will or the laws of descent and distribution,
     or pursuant to a Domestic Relations Order.  Following any
     transfer, this Option shall continue to be subject to the same
     terms and conditions as were applicable immediately prior to
     transfer, and any and all references to you in this Notice
     shall be deemed to refer to the transferee; provided, however,
     that any and all references to employment or events of
     termination of employment shall continue to mean your
     employment or events of termination of your employment, and
     following any such event the options shall be exercisable by
     the transferee only to the extent and for the periods
     specified in this Notice.  In addition, notwithstanding any
     transfer of this Option or any portion thereof, you will
     continue to be subject to withholding in connection with any
     exercise, if applicable, as provided for in the Global Marine
     1998 Long-Term Stock Option and Incentive Plan.  Each transfer
     shall be effected by written notice thereof duly signed and
     delivered by the transferor to the Corporate Secretary of the
     Company at its principal executive office in Houston, Texas,
     or as it may hereafter be located.  Such notice shall state
     the name and address of the transferee, the amount of this
     Option being transferred, and such other information as may be
     requested by the Corporate Secretary.  The person or persons
     entitled to exercise this Option shall be that person or those
     persons appearing on the registry books of the Company as the
     owner or owners of this Option, and the Company may treat the
     person or persons in whose name or names this Option is
     registered as the owner or owners of this Option for all
     purposes.  The Company shall have no obligation to, or
     liability for any failure to, notify you or any transferee of
     any termination of this Option at or prior to its normal
     expiration date or of any event that will or might result in
     such termination.

5.   TERMINATION OF EMPLOYMENT.  If your employment by the Company
     and its Related Companies is terminated by reason of your
     death, disability or retirement, or your active employment by
     the Company and its Related Companies is terminated by the
     Company or any such Related Company other than for cause (to
     mean acts of misconduct harmful to the Company, inadequate
     performance or incompetence), this Option will immediately
     become exercisable as to the full number of shares optioned
     hereby and referred to in Section 1(b), to the extent not
     previously exercised, and will remain exercisable as to said
     full number of shares until the expiration or prior
     termination of this Option; provided, however, that if the
     foregoing acceleration provision becomes operative during the
     six-month period immediately following the date of this
     Option, then this Option shall immediately become exercisable
     as to said full number of shares upon the expiration of said
     six-month period and remain exercisable until the expiration
     or prior termination of this Option.  Except in cases of
     termination of employment by reason of death, disability or
     retirement, this Option shall remain exercisable for the
     longer of three months after termination of active employment
     or such acceleration, whichever is later, the period during
     which you are entitled to receive salary continuation under
     any agreement, policy, plan or other arrangement with the
     Company or any of its Related Companies, or the period during
     which you continue as a member of the Company's board of
     directors, said period in any event not to extend beyond the
     expiration of the term of this Option.  Upon expiration of the
     foregoing period, this Option shall terminate in all respects. 
     At the time your employment by the Company and its Related
     Companies terminates, this Option shall expire and terminate
     in all respects as to all shares other than the shares as to
     which this Option can be exercised at the time or as a result
     of such termination.  For purposes of this Notice: (a) a
     termination of your "active employment" with the Company and
     its Related Companies will be deemed to occur (i) at the close
     of business on the last day on which you are assigned to a
     position with the Company or any Related Company for the
     purpose of performing your occupation, in the case of
     termination by the Company or any Related Company other than
     for cause or (ii) at the time of termination of your
     employment with the Company and its Related Companies in any
     other case; and (b) a termination of your "employment" with
     the Company and its Related Companies will be deemed to occur
     at the close of business on the earliest of (i) the last day
     on which you are assigned to a position with the Company or
     any of its Related Companies for the purpose of performing
     your occupation, in the case of termination by reason of your
     death, disability or retirement, (ii) the last day of the
     period during which you are entitled to receive salary
     continuation under any agreement, policy, plan or other
     arrangement with the Company or any of its Related Companies,
     in the case of termination by the Company or any of its
     Related Companies other than for cause, (iii) the last day of
     an approved leave of absence if you do not resume the
     performance of your occupation for the Company or any of its
     Related Companies on or before the next business day, and (iv)
     the last day on which you are assigned to a position with the
     Company or any of its Related Companies for the purpose of
     performing your occupation in any other case.   It is
     expressly noted that an exercise of this Option after
     termination of your employment or active employment (including
     an exercise within the time limits set forth in this Section
     5 or in Section 6) may, depending on the reason for such
     termination and the manner in which this Option is exercised,
     disqualify this Option as an Incentive Stock Option for
     federal income tax purposes, and that you should consult your
     tax advisor before relying on this Option's qualification as
     an Incentive Stock Option.

6.   DEATH, DISABILITY OR RETIREMENT.  In the event of your death,
     disability or retirement, you or your legal representative or
     representatives, or the person or persons entitled to do so
     under your last will and testament or under applicable
     intestate laws, shall have the right to exercise this Option,
     to the extent not previously exercised, as to the lesser of
     the full number of shares optioned hereby and referred to in
     Section 1(b) hereof or such lesser number of shares as shall
     have resulted from the operation of Section 5, and such right
     shall lapse and this Option shall terminate upon the later of
     (i) three years after the date of termination of employment,
     (ii) three years after the date this Option accelerates under
     Section 5, (iii) three years after the date of your death,
     disability or retirement if it occurs during or at the end of
     any period of salary continuation under any agreement, policy,
     plan or other arrangement with the Company or any of its
     Related Companies, or (iv) the end of the period during which
     you continue as a member of the Company's board of directors,
     but in no event later than the expiration of the specified
     term of this Option.  For purposes of Section 5 and this
     Section 6, the term "disability" shall mean a physical or
     mental condition which totally and permanently prevents you
     from engaging in any substantial gainful activity, as
     reasonably determined in good faith by the Compensation
     Committee of the Board of Directors of Global Marine Inc.

7.   ADJUSTMENTS.  If outstanding shares of the class then subject
     to this Option are increased, decreased, changed into or
     exchanged for a different number or kind of shares or
     securities of the Company through reorganization,
     recapitalization, reclassification, stock dividend, stock
     split or reverse stock split, then there shall be substituted
     for each share then subject to the unexercised portion of this
     Option the number and class of shares or securities into or
     for which each outstanding share of the class subject to this
     Option shall be so changed or exchanged, all without any
     change in the aggregate purchase price for the shares then
     subject to the unexercised portion of this Option, but with a
     corresponding adjustment in the purchase price per share. 
     Such adjustments shall become effective on the effective date
     of any such transaction; except that in the event of a stock
     dividend or of a stock split effected by means of a stock
     dividend or distribution, such adjustments shall become
     effective immediately after the record date therefor.

     Upon a dissolution or liquidation of the Company, or upon a
     reorganization, merger or consolidation of the Company with
     one or more corporations as a result of which the Company is
     not the surviving corporation, or upon a sale of substantially
     all of the property of the Company ("Terminating
     Transactions"), this Option shall terminate, unless provision
     be made in writing in connection with such transaction for the
     assumption of options theretofore granted under the Plan under
     which this Option was granted, or the substitution for such
     options of any options covering the stock of a successor
     employer corporation, or a parent or subsidiary thereof, with
     appropriate adjustments as to the number and kind of shares
     and prices, in which event this Option shall continue in the
     manner and under the terms so provided.  If this Option shall
     terminate pursuant to the foregoing sentence, the person then
     entitled to exercise any unexercised portions of this Option
     shall have the right, at such time immediately prior to the
     consummation of the Terminating Transaction as the Company
     shall designate, to exercise this Option to the extent not
     theretofore exercised.

     Adjustments under this Section 7 shall be made by the
     Company's Board of Directors whose determination as to what
     adjustment shall be made, and the extent thereof, shall be
     final, binding and conclusive.  No fractional shares of stock
     shall be issued under this Option or in connection with any
     such adjustment.

8.   LIMITATION.  You or any other person entitled to exercise this
     Option shall be entitled to the privileges of stock ownership
     in respect of shares subject to this Option only when such
     shares have been issued and delivered as fully paid shares
     upon exercise of this Option in accordance with its terms.

9.   REQUIREMENTS OF LAW AND OF STOCK EXCHANGES.  The issuance of
     shares upon the exercise of this Option 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,
     neither the Company nor any Related Company shall be required
     to issue or deliver any certificate or certificates for such
     purchase upon exercise of this Option 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.

     By accepting this Option, you represent and agree for yourself
     and your transferees by will or by the laws of descent and
     distribution or otherwise that unless a registration statement
     under the Securities Act of 1933 is in effect as to shares
     purchased upon any exercise of this Option, any and all shares
     so purchased shall be acquired for investment and not for sale
     or distribution and each notice of the exercise of any portion
     of this Option shall be accompanied by a representation and
     warranty in writing, signed by the person entitled to exercise
     the same, that the shares are being so acquired by good faith
     for investment and not for sale or distribution.  In the event
     the Company's legal counsel shall, at the Company's request,
     advise it that registration under the Securities Act of 1933
     of the shares as to which this Option is at the time being
     exercised is required prior to issuance thereof, neither the
     Company nor any Related Company shall 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.

     By accepting this Option you further represent and agree for
     yourself and your transferees by will or the laws of descent
     and distribution that if you are an officer of the Company or
     any other person who might be deemed an "affiliate" of the
     Company under the Securities Act of 1933 at the time any
     shares acquired upon exercise of this Option are proposed to
     be sold, you or they will not sell any shares purchased on
     exercise of this Option (a) without giving thirty-days'
     advance notice in writing to the Company, and (b) until the
     Company has advised you or them that such sale may be made
     without registration under the Securities Act of 1933 or, if
     such registration is required, that such registration has been
     effected.

10.  CONTINUED EMPLOYMENT.  As further consideration for the
     granting of this Option, and by accepting this Option, you
     agree to remain in the employment of the Company or one or
     more of its Related Companies at the pleasure of the Company
     or such Related Company for a continuous period of at least
     one year after the date hereof or up to your 65th birthday,
     whichever may be earlier, at the salary rate in effect on the
     date hereof or at such higher rate as may be fixed from time
     to time by the Company or such Related Company.  Military
     service leave and/or sick leave shall be counted toward this
     period of employment.  You agree that you will during such
     employment devote your time, energy and skills during all
     normal working hours to the service of the Company or Related
     Company and the promotion of its interests subject to
     vacations, military service leave, sick leave and other
     absences in accordance with the regular policies of the
     Company or its Related Company.

11.  GLOBAL MARINE 1998 STOCK OPTION AND INCENTIVE PLAN.  This
     Option is subject to, and the Company and you are bound by,
     all of the terms and conditions of the Global Marine 1998
     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 you,
     without your consent, of this Option or any rights hereunder. 
     Pursuant to such 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 at the Company's principal office
     during business hours by you or any other persons entitled to
     exercise this Option. 

12.  DEFINITION OF CERTAIN TERMS.  Capitalized terms used in this
     Notice and not defined herein are used as they are defined in
     the Global Marine 1998 Stock Option and Incentive Plan as the
     same shall have been amended from time to time.  The term
     "you," and related terms such as "your" used in this Notice
     refer to the individual whose name appears first on the cover
     page of this Notice.