EXHIBIT 10.18

                        GLOBAL MARINE INC.
               1989 STOCK OPTION AND INCENTIVE PLAN


                         SIXTH AMENDMENT



     The Global Marine Inc. 1989 Stock Option and Incentive Plan,
as heretofore amended (the "Plan"), is hereby further amended as
follows, effective November 14, 1996:  

     1.   Subsection (b) of Section 5 of the Plan is hereby amended
in its entirety to be and read as follows:

          "(b)  Such terms and conditions of exercise as may
     be determined by the Board of Directors or the Committee;
     provided, however, that whenever an option is exercised
     by delivery of a notice of stock option exercise together
     with instructions to sell the shares issuable upon such
     exercise and apply proceeds from such sale to payment of
     the exercise price, the date of such exercise shall be
     the date of such sale."

     2.   Subsection (c) of Section 5 of the Plan is hereby amended
in its entirety to be and read as follows:

          "(c)  That the option is not transferable other than
     by will or the laws of descent and distribution or, if
     applicable, as authorized pursuant to the following
     sentence, and that the option is exercisable during the
     grantee's lifetime only by him, his guardian or legal
     representative or, if applicable, by a transferee
     authorized pursuant to the following sentence.  The Board
     of Directors or the Committee may, in its discretion,
     authorize all or a portion of the options granted or to
     be granted to a grantee to be on terms that permit
     transfer by the grantee to (i) the spouse, children or
     grandchildren of the grantee ("Immediate Family
     Members"), (ii) a trust or trusts for the exclusive
     benefit of the grantee and/or Immediate Family Members,
     (iii) a partnership in which the grantee 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 Committee in its sole and absolute
     discretion; provided, however, that (x) the Stock Option
     Agreement relating to such options must be approved by
     the Board of Directors or the Committee and must
     expressly provide for transferability in a manner
     consistent with this subsection, and (y) subsequent
     transfers of transferred options shall be prohibited
     except those to the original grantee or by the original
     grantee in accordance with this subsection, by will or
     the laws of descent and distribution, or pursuant to a
     Domestic Relations Order.  Following any transfer, an
     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 the grantee in
     the relevant Stock Option Agreement shall be deemed to
     refer to the transferee; provided, however, that events
     of termination of employment, if any, referred to in the
     Stock Option Agreement shall continue to mean events of
     termination of the original grantee's employment, and
     following any such event the options shall be exercisable
     by the transferee only to the extent and for the periods
     specified in the Stock Option Agreement."

     3.   A new section is hereby added at the end of the Plan,
said section to be and read as follows:

          "11.    TERMS OF EMPLOYMENT.  The adoption and
     maintenance of the provisions of this Plan shall not be
     deemed to constitute a contract between the Company or
     any of its subsidiaries or affiliates and any employee,
     or to be consideration for, or an inducement or condition
     of, the employment of any person.  Nothing contained in
     this Plan shall be deemed to give to any employee the
     right to be retained in the employ of the company or any
     of its subsidiaries or affiliates or to interfere with
     the right of any employer to discharge any employee at
     any time, nor shall it be deemed to give to any employer
     the right to require any employee to remain in its
     employ, nor shall it interfere with any employee's right
     to terminate his employment at any time."

     4.   Terms used in this Amendment and not defined herein are
used herein as they are defined in the Plan.  References in the
Plan to "this Plan" (and indirect references such as "hereof" and
"herein") are amended to refer to the Plan as amended by this
Amendment.

     5.   Except as expressly amended hereby, the Plan shall remain
in full force and effect.