UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                          2000 FORM 10-K

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended December 31, 2000

                  Commission file number 1-5471


                        GLOBAL MARINE INC.
      (Exact name of registrant as specified in its charter)
   Delaware                                       95-1849298
(State or other jurisdiction of                (IRS Employer
incorporation or organization)               Identification No.)

777 N. Eldridge Parkway, Houston, Texas            77079-4493
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code: (281) 596-5100
   Securities registered pursuant to Section 12(b) of the Act:

                                             NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                           ON WHICH REGISTERED
Common Stock, $.10 par value                New York Stock Exchange

   Securities registered pursuant to Section 12(g) of the Act:
                               None

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
the registrant  was required to file such reports), and
(2) has been subject to such filing requirements for
the past 90 days.
YES (X)     NO

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of January 31, 2001, the aggregate market value of
the Company's common stock, $.10 par value, held by
non-affiliates was $5,032,390,886.

Indicate the number of shares outstanding of each of
the registrant's classes of common stock, as of the
latest practicable date:  Common Stock, $.10 par value,
176,070,528 shares outstanding as of January 31, 2001.

               DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement in connection with the
2001 Annual Meeting of Stockholders are incorporated
into Part III of this Report.
<PAGE>


                        TABLE OF CONTENTS

                                                                     PAGE

PART I

Items 1. and 2. Business and Properties                                3
Item 3.   Legal Proceedings                                           11
Item 4.   Submission of Matters to a Vote of Security Holders         13

PART II

Item 5.   Market for Registrant's Common Equity and
            Related Stockholder Matters                               13
Item 6.   Selected Financial Data                                     14
Item 7.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                       15
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk  25
Item 8.   Financial Statements and Supplementary Data                 26
Item 9.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure                    55

PART III

Item 10.  Directors and Executive Officers of the Registrant          55
Item 11.  Executive Compensation                                      55
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management                                                  55
Item 13.  Certain Relationships and Related Transactions              55

PART IV

Item 14.  Exhibits, Financial Statement Schedules,
            and Reports on Form 8-K                                   56


             _______________________________________

                    ANALYST CONFERENCE CALL

On Tuesday, April 17, 2001, Global Marine Inc. will release its first
quarter 2001 financial results before the opening of trading on the
New York Stock Exchange.  On April 17, 2001, at 9:30 a.m. Central Time
(10:30 a.m. Eastern Time), the Company will hold an analyst conference
call to discuss the results.

Analysts may participate in the conference by calling 1-800-233-2795
in the United States or 785-832-1077 from outside the country.  Others
wishing to listen to the conference call live may do so by logging on
to the Company's website at www.glm.com.  It is recommended that
listeners connect to the website prior to the conference call to
ensure adequate time for any software download that may be needed to
hear the webcast.  A replay of the recorded conference call will be
available on the website shortly after the conclusion of the call.

<PAGE>

                              PART I

ITEMS 1. AND 2.  BUSINESS AND PROPERTIES

Global Marine Inc. is a holding company incorporated in Delaware in
1964.  Unless otherwise provided, the term "Company" refers to Global
Marine Inc. and, unless the context otherwise requires, to its
consolidated subsidiaries.  The Company's businesses are conducted by
subsidiaries of Global Marine Inc.

The Company, which is headquartered in Houston, Texas, provides
offshore oil and gas contract drilling services on a daily-rate
("dayrate") basis and offshore oil and gas drilling management
services on a dayrate or completed-project, fixed-price ("turnkey")
basis, and participates in oil and gas exploration and production
activities.  Business segment and geographic information is set forth
in Note 12 of Notes to Consolidated Financial Statements in Item 8 of
this Annual Report on Form 10-K.

CONTRACT DRILLING

Substantially all of the Company's domestic offshore contract drilling
operations are conducted by Global Marine Drilling Company ("GMDC"), a
wholly-owned subsidiary headquartered in Houston, Texas, and
substantially all international offshore contract drilling operations
are conducted by Global Marine International Drilling Corporation
("GMIDC"), a wholly-owned subsidiary headquartered in The Hague,
Netherlands.  The Company has field offices located in Aberdeen,
Scotland; Douala, Cameroon; Ijmuiden, Netherlands; Lafayette,
Louisiana; Lagos, Nigeria; Malabo, Equatorial Guinea; New Orleans,
Louisiana; Port Gentil, Gabon; Port Harcourt, Nigeria; Port of Spain,
Trinidad and Tobago; Rio de Janeiro, Brazil; and St. John's,
Newfoundland.

As part of the Company's goal of enhancing long-term stockholder
value, the Company has from time to time considered and actively
pursued business combinations and the acquisition or construction of
suitable additional drilling rigs and other assets.  If the Company
decides to undertake a business combination or an acquisition or
construction project, the issuance of additional debt or additional
shares of stock could be required.

OFFSHORE RIG FLEET.  The Company has a modern, diversified, active
fleet of 33 mobile offshore drilling rigs, consisting of twenty-three
cantilevered jackups, five third-generation semisubmersibles, one
fourth-generation semisubmersible, three ultra-deepwater, dynamically-
positioned drillships, and one moored drillship.  In addition, the
Company has one currently inactive concrete island drilling system
("CIDS") designed for Arctic operations, which is subject to the sales
contract discussed under "Financing and Investing Activities" in
Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations."   All of the Company's rigs were placed
in service in 1979 or later, and, as of February 28, 2001, their
average age was approximately 16.7 years.

The Company's fleet is deployed in major offshore oil and gas
operating areas worldwide.  The principal areas in which the fleet is
currently deployed are the U.S. Gulf of Mexico, West Africa, South
America, and the North Sea.

The following table lists the rigs in the Company's drilling fleet as
of February 28, 2001, indicating the year each rig was placed in
service, each rig's maximum water and drilling depth capabilities,
current location, customer, and the date each rig is estimated to
become available.

<PAGE>
<TABLE>
                               OFFSHORE RIG FLEET
                          Status as of February 28, 2001
<CAPTION>
                           YEAR
                          PLACED     MAXIMUM       DRILLING
                            IN      WATER DEPTH     DEPTH                        CURRENT           ESTIMATED
                         SERVICE   CAPABILITY (1) CAPABILITY     LOCATION        CUSTOMER       AVAILABILITY (2)

<S>                        <C>      <C>   <S>     <C>    <S>   <S>               <S>                  <C>
CANTILEVERED JACKUP
Glomar High Island I       1979       250 ft.     20,000 ft.   Gulf of Mexico    El Paso              06/01
Glomar High Island II      1979       270 ft.     20,000 ft.   Gulf of Mexico    Spirit Energy        04/01
Glomar High Island III     1980       250 ft.     20,000 ft.   Gulf of Mexico    Forest Oil           07/01
Glomar High Island IV      1980       250 ft.     20,000 ft.   Gulf of Mexico    Chevron              04/01
Glomar High Island V       1981       270 ft.     20,000 ft.   West Africa       Chevron              06/01
Glomar High Island VII     1982       250 ft.     20,000 ft.   West Africa       TotalFinaElf         04/01
Glomar High Island VIII    1982       250 ft.     20,000 ft.   Gulf of Mexico    Ocean Energy         05/01
Glomar High Island IX      1983       250 ft.     20,000 ft.   West Africa       Brass                07/01
Glomar Adriatic I          1981       300 ft.     25,000 ft.   West Africa       Vaalco               04/01
Glomar Adriatic II         1981       328 ft.     25,000 ft.   Gulf of Mexico    BP                   08/01
Glomar Adriatic III        1982       328 ft.     25,000 ft.   Gulf of Mexico    Spirit Energy        05/01
Glomar Adriatic IV         1983       328 ft.     25,000 ft.   Gulf of Mexico    ADTI                 04/01
Glomar Adriatic V          1979       300 ft.     20,000 ft.   West Africa       ExxonMobil           04/01
Glomar Adriatic VI         1981       225 ft.     20,000 ft.   North Sea         Amerada Hess         10/01
Glomar Adriatic VII        1983       328 ft.     20,000 ft.   Trinidad          BP                   05/02
Glomar Adriatic VIII       1983       328 ft.     25,000 ft.   West Africa       ExxonMobil           04/01
Glomar Adriatic IX         1981       328 ft.     20,000 ft.   Gulf of Mexico    Chevron              04/01
Glomar Adriatic X          1982       328 ft.     20,000 ft.   Gulf of Mexico    El Paso              06/01
Glomar Adriatic XI         1983       225 ft.     25,000 ft.   North Sea         Wintershall          09/01
Glomar Main Pass I         1982       300 ft.     25,000 ft.   Gulf of Mexico    El Paso              05/01
Glomar Main Pass IV        1982       300 ft.     25,000 ft.   Gulf of Mexico    El Paso              06/01
Glomar Labrador I          1983       300 ft.     25,000 ft.   Trinidad          BP                   04/02
Glomar Baltic I            1983       375 ft.     25,000 ft.   Gulf of Mexico    Devon                04/01

SEMISUBMERSIBLE
Glomar Arctic I            1983     3,400 ft.     25,000 ft.   Gulf of Mexico    EEX                  06/02
Glomar Arctic III          1984     1,800 ft.     25,000 ft.   North Sea         ExxonMobil           04/02
Glomar Arctic IV           1983     1,800 ft.     25,000 ft.   North Sea         Amerada Hess         03/02
Maersk Jutlander           1982     1,200 ft.     25,000 ft.   North Sea         Statoil              05/01
Glomar Grand Banks         1984     1,500 ft.     25,000 ft.   Canada            ExxonMobil           05/01
Glomar Celtic Sea          1998     5,750 ft.     25,000 ft.   Gulf of Mexico    TotalFinaElf         06/01

DRILLSHIP
Glomar Robert F. Bauer     1983     2,750 ft.     25,000 ft.   West Africa       Triton               05/01
Glomar Explorer            1998     7,800 ft.     30,000 ft.   Gulf of Mexico    Texaco/Chevron       10/03
Glomar C.R. Luigs          2000     9,000 ft.     35,000 ft.   Brazil            BHP                  07/03
Glomar Jack Ryan           2000     8,000 ft.     35,000 ft.   Trinidad          ExxonMobil           11/03

CONCRETE ISLAND
 DRILLING SYSTEM
Glomar Beaufort Sea I (3)  1984        55 ft.     25,000 ft.   Alaska            -                    -
___________________
(1)  As currently equipped.
(2)  Estimated based on the anticipated completion date of
     current commitments, including executed contracts, letters
     of intent, and other customer commitments for which
     contracts have not yet been executed.
(3)  The GLOMAR BEAUFORT SEA I concrete island drilling system is
     inactive and has been excluded from the Company's rig
     utilization figures.
</TABLE>

RIG TYPES.  Jackup rigs have elevating legs which extend to the sea
bottom, providing a stable platform for drilling, and are generally
preferred in water depths of 350 feet or less.  All of the Company's
jackup rigs have drilling equipment mounted on cantilevers, which allow
the equipment to extend outward from the rigs' hulls over fixed
drilling platforms and enable operators to drill both exploratory and
development wells. The Company has extended the reach of the
cantilevers on sixteen of its twenty-three jackups beyond the reach
originally designed for these units.  This enables the drilling
equipment to operate over larger production platforms.  In addition,
two of the Company's jackups <PAGE> have been equipped with "skid-off
packages," which allow the drilling equipment to be transferred to
fixed production platforms.

Semisubmersible rigs are floating offshore drilling units with pontoons
and columns that, when flooded with water, cause the unit to partially
submerge to a predetermined depth.  Most semisubmersibles are anchored
to the sea bottom with mooring chains, but some use dynamic positioning
("DP"), which allows the vessels to be held in position by computer-
controlled propellers, known as thrusters.  Semisubmersibles are
classified into five generations, distinguished mainly by their age,
environmental rating, variable deck load, and water-depth capability.
The Company's GLOMAR ARCTIC I, GLOMAR ARCTIC III, GLOMAR ARCTIC IV,
GLOMAR GRAND BANKS, and MAERSK JUTLANDER semisubmersibles are third-
generation, conventionally-moored rigs suitable for drilling in water
depths ranging from 1,200 to 3,400 feet.  The Company's GLOMAR CELTIC
SEA is a fourth-generation semisubmersible capable of drilling in water
depths of up to 5,750 feet, and utilizes a mooring system that is DP-
assisted.

Drillships are generally preferred for deepwater drilling in remote
locations with moderate weather environments because of their mobility
and large load carrying capability.  The Company's GLOMAR C.R. LUIGS,
GLOMAR JACK RYAN, and GLOMAR EXPLORER are dynamically-positioned,
ultra-deepwater drillships capable of drilling in water depths up to
9,000 feet, 8,000 feet, and 7,800 feet, respectively, as currently
equipped.  With modifications, maximum water depth capabilities are
12,000 feet for the GLOMAR C.R. LUIGS and GLOMAR JACK RYAN, and 10,000
feet for the GLOMAR EXPLORER.  The GLOMAR ROBERT F. BAUER is a
conventionally-moored drillship capable of drilling in maximum water
depths of 2,750 feet.

The Company's "deepwater" rigs consist of its semisubmersibles and
drillships.  The Company considers rigs with a maximum water-depth
capability of 5,000 feet or more, such as the GLOMAR C.R. LUIGS, GLOMAR
JACK RYAN, GLOMAR EXPLORER, and GLOMAR CELTIC SEA, to be "ultra-
deepwater" rigs.

All of the Company's active rigs are equipped with top-drive drilling
systems.  Top-drives permit drilling with extended stands of drill
pipe, reducing the number of connections required, and enable operators
to rotate the drill pipe when exiting the well bore, thereby increasing
both the speed and safety of drilling operations and reducing the risk
of the drill pipe becoming stuck in the well bore.

The Company has title to all of the rigs in the fleet with the
exception of the GLOMAR EXPLORER, which is subject to a 30-year capital
lease, and the GLOMAR C.R. LUIGS and GLOMAR JACK RYAN, which are
subject to fully-defeased, 20-year capital leases.

BACKLOG.  Contract drilling backlog at December 31, 2000, was $772
million, consisting of $729 million related to executed contracts and
$43 million related to customer commitments for which contracts had not
yet been executed as of December 31.  Approximately $424 million of the
backlog is expected to be realized in 2001.  Contract drilling backlog
at December 31, 1999, was $1.0 billion and included $4 million
attributable to customer commitments for which contracts had not yet
been executed as of December 31.

DRILLING CONTRACTS AND MAJOR CUSTOMERS.  Contracts to employ the
Company's drilling rigs extend over a specified period of time or the
time required to drill a specified well or number of wells.  While the
final contract for employment of a rig is the result of negotiations
between the Company and the customer, most contracts are awarded based
upon competitive bidding.  The rates specified in drilling contracts
are generally on a dayrate basis, payable in U.S. dollars, and vary
depending upon the type <PAGE> of rig employed, equipment and services
supplied, geographic location, term of the contract, competitive
conditions, and other variables.  Each contract provides for a basic
dayrate during drilling operations, with lower rates or no payment for
periods of equipment breakdown, adverse weather, or other conditions
which may be beyond the Company's control.  When a rig mobilizes to or
demobilizes from an operating area, a contract may provide for
different dayrates, specified fixed amounts, or no payment during the
mobilization or demobilization.  A contract may be terminated by the
customer if the rig is destroyed or, in some cases, if drilling
operations are suspended for a specified period of time due to a
breakdown of major equipment, in the event of poor operational, safety,
or environmental performance not remedied by the Company within a
specified period, or if other events occur that are beyond either
party's control.

The Company's offshore contract drilling business is subject to the
usual risks associated with having a limited number of customers for
its services. No single customer accounted for more than 10 percent of
consolidated revenues in 2000, 1999, or 1998.

DRILLING MANAGEMENT SERVICES

The Company provides drilling management services priced primarily on a
turnkey basis through a wholly-owned subsidiary, Applied Drilling
Technology Inc. ("ADTI"), and through Global Marine Integrated Services
- Europe ("GMIS"), a division of one of the Company's foreign
subsidiaries.  ADTI operates primarily in the U.S. Gulf of Mexico, and
GMIS operates in areas other than the U.S. Gulf of Mexico.  Under a
turnkey arrangement, each will assume responsibility for the design and
execution of specific offshore drilling programs and deliver a logged
or loggable hole to an agreed depth for a guaranteed price.
Compensation is contingent upon satisfactory completion of the drilling
program.  Under the Company's turnkey drilling operations, the Company
provides planning, engineering, and management services beyond the
scope of its traditional contract drilling business and thereby assumes
greater liability.

In addition to providing drilling management services on a turnkey
basis, the Company offers services as a general contractor under
arrangements variously described as "partnering," "full service
contracting," and "integrated drilling services," among others.

As of December 31, 2000, the Company's drilling management services
revenue backlog was approximately $59 million, all of which is expected
to be realized in 2001.  Drilling management services backlog was
approximately $53 million at December 31, 1999.

OIL AND GAS OPERATIONS

The Company conducts oil and gas exploration, development, and
production activities through its wholly-owned subsidiary, Challenger
Minerals Inc. ("CMI").  CMI acquires its interests in oil and gas
properties principally in order to facilitate the acquisition of
turnkey contracts for the Company's drilling management services
operations. In this capacity, CMI facilitated ADTI's acquisition of
contracts to drill 29 turnkey wells in 2000, resulting in 5 new
discoveries.  Substantially all of the Company's oil and gas activities
are conducted in the United States offshore Louisiana and Texas.
<PAGE>

COMPETITION AND BUSINESS ENVIRONMENT

Drilling contracts are, for the most part, awarded on a competitive-bid
basis.  An operator selecting a rig may consider, among other things,
rig availability, quality of service and equipment, and price.  There
are numerous offshore drilling contractors that compete with the
Company, one of which is significantly larger than the Company.  In
addition, the number of customers served by the Company and its
competitors has been reduced by recent mergers among oil and gas
exploration and production companies.

Offshore drilling is a highly cyclical business and may be impacted by
oil and gas price levels and volatility.  Worldwide military,
political, and economic events have contributed to oil and gas price
volatility and are likely to continue to do so in the future.  Other
factors that have affected and are likely to continue affecting oil and
gas prices and, in turn, the level of demand for the Company's
services, include demand for oil and gas worldwide, the ability of the
Organization of Petroleum Exporting Countries ("OPEC") to set and
maintain production levels, the level of production by non-OPEC
countries, domestic and foreign tax policies, and laws and governmental
regulations that restrict exploration and development of oil and gas in
various offshore jurisdictions.

Competition for the skilled labor required for offshore drilling
operations has intensified as activity levels have increased over the
last few years.  Although such competition has not materially affected
the Company to date, the Company has recently found it more difficult
to find qualified individuals, and the possibility exists that
competition for skilled labor could limit the Company's results of
operations.

Results of operations from the Company's drilling management services
may be limited by certain factors, in particular the ability of the
Company to find and retain qualified personnel, to hire suitable rigs
at acceptable rates, and to obtain and successfully perform turnkey
drilling contracts based on competitive bids.  The Company's ability to
obtain turnkey drilling contracts is largely dependent on the number of
such contracts available for bid.  Accordingly, results of the
Company's drilling management service operations may vary widely from
quarter to quarter and from year to year.

OPERATIONAL RISKS AND INSURANCE

The Company's operations are subject to the usual hazards incident to
the drilling of oil and gas wells, such as blowouts, explosions, oil
spills and fires.  They are also subject to hazards peculiar to marine
operations, such as collision, grounding and severe weather.  All of
these hazards can cause personal injury and loss of life, severe damage
to and destruction of property and equipment, pollution or
environmental damage and suspension of operations.

The Company maintains insurance coverage against certain general and
marine public liabilities, including liability for personal injury, in
the amount of $200 million, subject to a self-insured retention of no
more than $250,000 per occurrence.  In addition, the Company's rigs and
related equipment are separately insured under hull and machinery
policies against certain marine and other perils resulting in property
damage, subject to a self-insured retention generally of no more than
$300,000 per occurrence.  The Company's current practice is to insure
each active rig for its market value; however, the Company's insurance
does not cover all costs required to replace each rig with a newly
constructed one.
<PAGE>

In addition to hull and machinery coverage, the Company purchases
business interruption insurance with respect to certain of its rigs.
Business interruption coverage applies only to business interruptions
as a result of losses insured under hull and machinery policies and is
not available to the Company for interruptions arising from damages to
"spud cans," which are the bases of legs of jackup rigs.  The
deductible for business interruption claims is 30 days.  The decision
to insure a rig against interruption risks is dependent on a number of
factors, including dayrate and utilization levels, and no assurance can
be made that the Company will continue to insure any of its rigs
against such risks.  All of the Company's rigs operating
internationally are presently insured against loss due to war,
including terrorism.

Although the Company's general and marine public liability policies
cover liability for pollution under most circumstances, they do not
cover liability for bringing a well under control following a blowout.
In the case of turnkey drilling operations, the Company maintains
insurance covering the cost of controlling wells, including any
environmental damage resulting therefrom, the cost of cleanup, and the
cost of redrilling ("well-control liabilities") in an amount not less
than $30 million per occurrence, subject to a self-insured retention of
$200,000 per occurrence.  Under turnkey drilling contracts, the Company
generally assumes the risk of the cost of well control, but on occasion
the Company receives indemnification from the customer for such risk in
excess of the $30 million insurance coverage.  In many instances,
however, the Company is not indemnified by its customers for well-
control liabilities.  Furthermore, the Company is not insured against
certain drilling risks, such as stuck drill stem and loss of in-hole
equipment not arising from an insured peril, that could result in
delays or nonperformance of a turnkey drilling contract.  With respect
to the Company's offshore contract drilling operations, the Company is
generally indemnified by its customers for any cost of well control.
In any event, the Company maintains insurance against such liabilities
in the amount of $50 million per occurrence, subject to a self-insured
retention of $200,000 per occurrence.

The occurrence of a significant event, including pollution or
environmental damage not fully insured or indemnified against or the
failure of a customer to meet its indemnification obligations, could
materially and adversely affect the Company's results of operations,
financial position, and cash flows.  Moreover, no assurance can be made
that the Company will be able to maintain adequate insurance in the
future at rates it considers reasonable.  See "-- Governmental
Regulations and Environmental Matters."

FOREIGN OPERATIONS

A significant portion of the Company's revenues is attributable to
operations in foreign countries.  Risks associated with operating in
foreign areas include risks of war and civil disturbance,
expropriation, nationalization, renegotiation or nullification of
existing contracts, foreign exchange restrictions, foreign currency
fluctuations, foreign taxation, changing political conditions, and
foreign and domestic monetary policies, any of which could limit or
disrupt the Company's markets or operations.  To date, the Company has
experienced no material loss as a result of any of these factors.
Additionally, the ability of the Company to compete in the
international drilling market may be adversely affected by foreign
governmental regulations favoring or requiring the awarding of drilling
contracts to local contractors, or by regulations requiring contractors
to employ citizens of, or purchase supplies from, a particular
jurisdiction.  Furthermore, foreign governmental regulations, which may
in the future become applicable to the oil and gas industry, could
reduce demand for the Company's services, or such regulations could
directly affect the Company's ability to compete for customers.
<PAGE>

GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS

The Company's business is affected by changes in public policy and by
federal, state, foreign, and local laws and regulations relating to the
energy industry.  The adoption of laws and regulations curtailing
exploration and development drilling for oil and gas for economic,
environmental, and other policy reasons adversely affects the Company's
operations by limiting available drilling and other opportunities in
the energy service industry.

The Company's operations are subject to numerous federal, state, and
local laws and regulations controlling the discharge of materials into
the environment or otherwise relating to the protection of the
environment.  For example, the Company, as an operator of mobile
offshore drilling units in navigable U.S. waters and certain offshore
areas, including the Outer Continental Shelf, is liable for damages and
for the cost of removing oil spills for which it may be held
responsible, subject to certain limitations.  The Company's operations
may involve the use or handling of materials that may be classified as
environmentally hazardous substances.  Laws and regulations protecting
the environment have generally become more stringent, and may in
certain circumstances impose "strict liability," rendering a person
liable for environmental damage without regard to negligence or fault.
The Company does not believe that environmental regulations have had
any material adverse effect on its capital expenditures, results of
operations, or competitive position to date and does not presently
anticipate that any material expenditures will be required to enable it
to comply with existing laws and regulations.  It is possible, however,
that modification of existing regulations or the adoption of new
regulations in the future, particularly with respect to environmental
and safety standards, could have such a material adverse effect on the
Company's operations.

The U.S. Oil Pollution Act of 1990 ("OPA '90") and similar legislation
enacted in Texas, Louisiana, and other coastal states address oil spill
prevention and control and significantly expanded liability exposure
across all spectrums of the oil and gas industry.  The Company is of
the opinion that it maintains sufficient insurance coverage to respond
to the added exposures.

OPA '90 mandated increases in the amounts of financial responsibility
that must be certified with respect to mobile offshore drilling units
and offshore facilities (e.g., oil and gas production platforms, among
others) located in U.S. waters.  Operators of mobile offshore drilling
units, together with operators of vessels, must provide evidence of
financial responsibility based on a tonnage formula.  The Company has
complied with the requirement by providing evidence of adequate U.S.-
based net worth. The Company's  inability to comply with the rule in
the future, however, could have a material adverse effect on its
operations and financial condition.

OPA '90 also requires lessees, permittees, or holders of a right of use
of offshore facilities (including mobile offshore drilling rigs while
attached to the ocean floor) to certify evidence of financial
responsibility.  This financial responsibility requirement varies from
$10 million to $150 million per facility, with the actual requirement
determined based on an estimate of the number of barrels of oil which
could be spilled under a worst-case scenario.  The Department of the
Interior's Minerals Management Service is responsible for promulgating
regulations implementing the financial responsibility requirements with
respect to offshore facilities.  The Company does not presently operate
an offshore facility, but expects to do so in the future.  The
Company's offshore drilling operations in the Gulf of Mexico are
largely dependent on oil and gas companies' drilling activities, which,
in turn, ultimately depend on their ability to meet the OPA '90
financial responsibility requirements.
<PAGE>

EMPLOYEES

The Company had approximately 2,700 employees at December 31, 2000.
The Company requires highly skilled personnel to operate its drilling
rigs and, accordingly, conducts extensive personnel training and safety
programs.

EXECUTIVE OFFICERS OF THE REGISTRANT

The name, age as of December 31, 2000, and office or offices currently
held by each of the executive officers of the Company are as follows:
<TABLE>
<CAPTION>
  NAME                   AGE     OFFICE OR OFFICES
  <S>                    <C>     <S>
  Robert E. Rose         62      Chairman, President and Chief Executive
                                 Officer
  Jon A. Marshall        49      Executive Vice President and Chief
                                 Operating Officer
  Douglas K. Vrooman     50      President of Applied Drilling Technology Inc.
  Marion M. Woolie       46      President of Global Marine Drilling Company
  Thomas R. Johnson      52      Senior Vice President and Chief Administrative Officer
  James L. McCulloch     48      Senior Vice President, General Counsel and Assistant Secretary
  W. Matt Ralls          51      Senior Vice President, Chief Financial
                                 Officer and Treasurer
  Michael R. Dawson      47      Vice President, Investor Relations and
                                 Corporate Communications
  Alexander A. Krezel    54      Vice President, Corporate Secretary and Assistant General Counsel
  Douglas C. Stegall     56      Vice President and Controller
</TABLE>

Officers serve for a one-year term or until their successors are
elected and qualified to serve.  Each executive officer's principal
occupation has been as an executive officer of the Company for more
than the past five years, with the exception of Messrs. Dawson, Krezel,
Ralls, Rose, Stegall, and Woolie.  Mr. Dawson has been the Company's
Vice President, Investor Relations and Corporate Communications, since
September 2000, prior to which he had been Director of Investor
Relations since joining the Company in 1999.  Prior to joining the
Company, Mr. Dawson was Director, Investor Relations, for Union Texas
Petroleum for eight years.  Mr. Krezel has been a Company Vice
President since September 2000, the Company's Corporate Secretary since
1997, and Assistant General Counsel since he joined the Company in
1985.  Mr. Ralls has been the Company's Senior Vice President, Chief
Financial Officer and Treasurer since January 1999, prior to which he
was the Company's Vice President and Treasurer since 1997.  Mr. Ralls
served as Executive Vice President, Chief Financial Officer, and a
director of Kelley Oil Corporation from 1990 to 1996, after which he
was Vice President of Capital Markets and Corporate Development for The
Meridian Resource Corporation.  Mr. Rose has been the Company's
Chairman since May 1999 and its President and Chief Executive Officer
since May 1998, prior to which he was President and Chief Executive
Officer of Cardinal Services, Inc., an oil services company, since
April 1998, and President and Chief Executive Officer of Diamond
Offshore Drilling, Inc. and its predecessor, Diamond M Company, for
more than a decade.  Mr. Stegall has been the Company's Vice President
and Controller since February 2000, prior to which he was Vice
President and Controller of GMDC for more than five years.  Mr. Woolie
has been President of GMDC since 1998.  He was GMDC's Vice President,
Sales and Contracts, from 1997 to 1998, prior to which he was
responsible for GMDC's North and South American sales.
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

In December 2000 the Company settled its dispute with a subsidiary of
Transocean Sedco Forex ("Transocean") with respect to a bareboat
charter agreement for the drilling rig, GLOMAR GRAND BANKS.  The
Company had assumed rights to the bareboat charter at the time it
acquired ownership of the rig in 1997.  At issue were (i) the date of
termination of the charter, (ii) the condition of the rig upon its
return to the Company, and (iii) the charterer's liability to pay
additional dayrate. Under the terms of the settlement, Transocean paid
the Company $67.5 million in cash in December 2000 and waived its claim
against the Company in the amount of $2.0 million.

The Company and a number of other participants in the offshore contract
drilling business in the Gulf of Mexico are defendants in a purported
antitrust class action lawsuit filed in the federal district court in
Galveston, Texas.  The plaintiff alleges a conspiracy among the
defendants to depress wages and benefits paid to their offshore
employees.  The plaintiff seeks an unspecified amount of treble damages
and other relief on behalf of himself and an alleged class of offshore
workers.  While the Company vigorously denies these allegations and
does not expect that this matter will have a material adverse effect on
its business or financial position, results of operations or cash
flows, the Company cannot provide any assurance as to its outcome.

In 1998 the Company entered into fixed-price contracts with Harland and
Wolff Shipbuilding and Heavy Industries Limited (the "Shipbuilder")
totaling $315 million for the construction of two dynamically
positioned, ultra-deepwater drillships, the GLOMAR C.R. LUIGS and the
GLOMAR JACK RYAN, originally scheduled for delivery in the fourth
quarter of 1999 and first quarter of 2000, respectively.  Pursuant to
two 20-year, capital lease agreements, the Company subsequently novated
the construction contracts for the drillships to two financial
institutions (the "Lessors"), which now own the drillships and have
agreed to lease them to the Company.

The Company acted as the Lessors' construction supervisor and has paid
on behalf of the Lessors, or provided for the Lessors' payment of, all
amounts it believes were required under the terms of the contracts,
including payments for all approved change orders.

In October 1999 the Company received a claim from the Shipbuilder
alleging breach of contract in connection with the Company's
obligations regarding design of the drillships, the timely delivery to
the Shipbuilder of owner-furnished equipment, and design change orders.
In its claim, the Shipbuilder also requested additional compensation
for increases in the drillships' steel weight.  The amount of the
Shipbuilder's claim in excess of the contract price totals GBP 133
million ($192 million).  With the exception of a small portion of the
steel-weight claim, the Company believes that the claim is totally
without merit. The contracts provide that such claims are to be
resolved through arbitration in London.

Because the Company was concerned about the Shipbuilder's financial
viability and the satisfactory completion of the drillships in a timely
manner, in November 1999 the Company agreed to provide additional
funding to the Shipbuilder for completion of the two drillships in
exchange for certain assurances by the Shipbuilder and its parent,
Fred. Olsen Energy ASA (the "Funding Agreement").

Under the terms of the Funding Agreement, the Company released two cash
collateralized letters of credit, giving the Shipbuilder access to $40
million of its own funds.  In addition, the Company agreed to advance
to the Shipbuilder, without prejudice to any issues of liability under
the shipbuilding contracts, GBP 57 million above the drillships' $315
million contract price.  The Company also agreed to
<PAGE>
advance amounts equal to half of subsequent cost overruns until the Company's
total advances under the Funding Agreement reached GBP 65 million.  As of
December 31, 2000, the Company had advanced GBP 63.9 million ($103.1
million) under the Funding Agreement, including GBP 6.9 million ($10.5
million) in connection with its share of cost overruns.  The Funding
Agreement provided that if the maximum advances of GBP 65 million were
made by the Company, the Shipbuilder's parent, Fred. Olsen Energy ASA,
would provide all additional funds necessary to keep the Shipbuilder
solvent and working in an expeditious and diligent manner and to enable
it to deliver the two completed drillships. In addition, the
Shipbuilder's parent agreed to pay, under certain circumstances, up to
GBP 3 million ($4.3 million) of the Shipbuilder's warranty on the two
drillships.  The GLOMAR C.R. LUIGS and the GLOMAR JACK RYAN began
operating under contract in April and December 2000, respectively.

The Funding Agreement did not settle any portion of the Shipbuilder's
claim of GBP 133 million ($192 million).  The agreement provides that
the Shipbuilder will repay to the Company amounts advanced under the
Funding Agreement to the extent the amount of the advanced funds
exceeds any arbitration award in favor of the Shipbuilder and that the
Company will pay the Shipbuilder to the extent any arbitration award in
favor of the Shipbuilder exceeds the funds so advanced.  In view of the
current financial condition of the Shipbuilder, collection from the
Shipbuilder of any amounts to which the Company may be entitled under
the Funding Agreement is doubtful.

On August 1, 2000, the Company delivered notice to the Shipbuilder of
its intent to take possession of the GLOMAR JACK RYAN following the
Shipbuilder's failure to timely deliver the vessel in accordance with
the construction contract as amended by the Funding Agreement.
Following the Shipbuilder's refusal to grant possession of the vessel
to the Company, the Company filed an application for a mandatory
injunction with the London Commercial Court requesting that the
Shipbuilder be ordered to do so.  The Court granted the injunction on
August 11, 2000, on the condition that the Company post a bond in the
amount of $100 million to secure the Shipbuilder's lien for the
delivery installment in the amount of $35.8 million, inclusive of $4.8
million for change orders and shipyard expenses, and the unsecured
balance of the Shipbuilder's previously disclosed claims.

In September 2000 the Shipbuilder requested that the arbitration panel
consider whether the Company had an obligation to pay the final
delivery installment upon completion of the vessel even if the
Shipbuilder was in default of its obligation to deliver the vessel, as
the Company contends.  The arbitration panel determined that the
contract did so obligate the Company to make the final delivery
installment and issued a preliminary award requiring the payment to the
Shipbuilder of $31.8 million of the $35.8 million contractual delivery
installment.  The Company appealed that decision to the Commercial
Court in London and was required to deposit the $31.8 million in the
Registry of the Court.  In November 2000 the Commercial Court
overturned the decision of the arbitration panel and ordered the
release of the deposit from the Commercial Court.  The Shipbuilder has
now appealed that decision to the Court of Appeals, which is scheduled
to hear arguments in late March 2001.  If this issue is ultimately
decided against the interest of the Company, or if it is determined
that the Shipbuilder was not in default of its obligation to deliver
the vessel, then the delivery installment will have to be paid.  The
net effect in that case will be that the Company will have provided for
the payment of the full contract price of $315 million plus the cost of
certain agreed change orders and related expenses.  This price excludes
amounts totaling $103.1 million that the Company has advanced under the
Funding Agreement.  The Company's liability for the previously
disclosed claims and the Company advances under the Funding Agreement
will be determined in the arbitration proceedings that are currently
underway in London.
<PAGE>

There are no other material pending legal proceedings, other than
ordinary routine litigation incidental to the business of the Company,
to which the Company is a party or of which any of its property is the
subject.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of 2000.


                              PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's Common Stock, $.10 par value per share, is listed on the
New York Stock Exchange under the symbol "GLM."  At January 31, 2001,
there were 6,027 stockholders of record of the Common Stock.  The high
and low sales prices of the Common Stock as reported on the New York
Stock Exchange Composite Transactions Tape for each full quarterly
period within the past two years appear under "Consolidated Selected
Quarterly Financial Data," which follows the notes to the consolidated
financial statements.

The Company did not declare any dividends on its common stock in either
2000 or 1999.  Subject to the preferential dividend rights of holders
of the Company's preferred stock, if any, the holders of the Common
Stock will be entitled to receive when, as, and if declared by the
Board of Directors out of funds legally available therefor, all other
dividends payable in cash, in property, or in shares of Common Stock.
The Company does not intend to declare or pay dividends on the Common
Stock in the foreseeable future, but considers the declaration and
payment of dividends from time to time.
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
                     GLOBAL MARINE INC. AND SUBSIDIARIES
                              FIVE-YEAR REVIEW
             (In millions, except per-share and operational data)

                                   -------------------------------------------------------------
                                    2000          1999          1998         1997          1996
                                   -------------------------------------------------------------
<S>                               <C>          <C>            <C>           <C>         <C>
FINANCIAL PERFORMANCE
Revenues:
  Contract drilling              $   584.1     $   507.7      $   742.4     $   579.4   $  362.5
  Drilling management services       435.6         275.0          416.0         480.5      305.3
  Oil and gas                         20.1           8.3            3.8           7.2       12.9
                                  --------     ---------      ---------     ---------   --------
    Total revenues                $1,039.8     $   791.0      $ 1,162.2     $ 1,067.1   $  680.7
                                  ========     =========      =========     =========   ========

Operating income:
  Contract drilling              $   184.5     $   153.5      $   361.7     $   274.8   $  125.4
  Drilling management services        21.6          13.3          (30.7)         50.0       27.9
  Oil and gas                         12.2           2.0            0.3           2.1        6.8
  Restructure costs                   (5.2)            -              -             -          -
  Corporate expenses                 (24.6)        (25.5)         (20.8)        (21.8)     (19.3)
                                  --------      ---------     ---------     ---------    --------
    Total operating income           188.5         143.3          310.5         305.1      140.8
                                  --------      ---------     ---------     ---------    --------

Other income (expense):
  Interest expense                   (63.6)        (56.6)         (46.9)        (39.7)     (30.9)
  Interest capitalized                26.4          25.9           17.2          20.9        2.6
  Interest income                      4.0           2.7            3.3           7.7        6.2
  Other                                  -             -              -             -        1.0
                                  --------      ---------     ---------     ---------    --------
    Total other income (expense)     (33.2)        (28.0)         (26.4)        (11.1)     (21.1)
                                  --------      ---------     ---------     ---------    --------

    Income before income taxes
    and extraordinary item           155.3         115.3          284.1         294.0      119.7

Provision for income taxes:
  Current tax provision               12.4           3.4           18.5          33.5        9.6
  Deferred tax provision (benefit)    29.0          22.4           42.3         (54.6)     (70.0)
                                  --------      --------      ---------     ---------    --------
    Total income tax
     provision (benefit)              41.4          25.8           60.8         (21.1)     (60.4)
                                  --------      --------      ---------     ---------    --------

  Income before extraordinary
  item                               113.9          89.5          223.3         315.1      180.1

  Extraordinary loss on
  extinguishment of debt, net            -             -              -         (4.5)          -
                                  --------      --------      ---------     ---------    --------
     Net income                 $    113.9     $    89.5      $   223.3    $   310.6    $   180.1
                                  ========      ========      =========     =========    ========

Income per share before
extraordinary item:
  Basic                         $     0.65     $    0.51      $    1.29    $   1.84     $    1.07
  Diluted                       $     0.64     $    0.51      $    1.27    $   1.79     $    1.03

Net income per share:
  Basic                         $     0.65     $    0.51      $    1.29    $   1.81     $    1.07
  Diluted                       $     0.64     $    0.51      $    1.27    $   1.76     $    1.03

Average common shares - Basic        175.3         174.0          173.0       171.2         167.9
Average common shares - Diluted      179.3         176.8          175.8       176.2         174.3
Dividends declared per
 common share                   $       -      $      -       $      -     $     -      $      -
Capital expenditures            $    177.8     $   448.1      $   637.7    $  580.3     $   118.3
Depreciation, depletion,
and amortization (1)            $    107.0     $    88.8      $   103.9    $   55.1     $    40.9

FINANCIAL POSITION (END OF YEAR)
Working capital                 $    221.5     $    63.4      $   117.0    $  144.2     $   158.9
Properties and equipment, net   $  1,940.1     $ 1,868.6      $ 1,512.1    $  999.0     $   477.4
Total assets                    $  2,396.8     $ 2,264.5      $ 1,971.6    $1,421.9     $   807.8
Long-term debt, including
  capital lease obligation      $    918.6     $   955.3      $   768.4    $  417.3     $   241.6
Shareholders' equity            $  1,270.9     $ 1,135.0      $ 1,040.4    $  805.6     $   459.1


OPERATIONAL DATA
Average rig utilization (2) (3)        84%           76%            96%         99%           98%
Fleet average dayrate (4)          $59,000       $59,600        $71,100    $ 55,700     $  38,000
Number of active
  rigs (end of year) (3)                33            31             31         28             26
Turnkey wells drilled                  122            76             77        107             82
Turnkey well completions                27            16              4          3              -
Number of employees (end of year)    2,700         2,400          2,700      2,500          2,100

--------------------------
(1)   In 1999 the Company increased the estimated useful lives of certain
      of its drilling rigs.  The effect of the change was to reduce 1999
      depreciation expense by approximately $27.2 million.
(2)   The average rig utilization rate for a period is the ratio of days in
      the period during which the rigs were under contract to the total
      days in the period during which the rigs were available to work.
(3)   Excludes the GLOMAR BEAUFORT SEA I concrete island drilling system, a
      currently inactive, special-purpose mobile offshore rig designed for
      Arctic operations.
(4)   Contract drilling revenues less non-rig related revenues divided by
      the aggregate contract days, adjusted to exclude days under contract
      at zero dayrate.
</TABLE>
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

OPERATING RESULTS

Summary

Data relating to the Company's operations by business segment follows:
<TABLE>
<CAPTION>
                                            Increase                    Increase
                                 2000      (Decrease)        1999      (Decrease)           1998
                                 ----      ----------        ----      ----------           ----
                                                        ($ in millions)
<S>                           <C>             <C>         <C>              <C>          <C>
Revenues:
 Contract drilling            $   589.2        14%        $   517.7        (31%)        $   753.7
 Drilling management              445.6        58%            282.2        (33%)            421.5
 Oil and gas                       20.1       142%              8.3        118%               3.8
 Less: Intersegment revenues      (15.1)      (12%)           (17.2)         2%             (16.8)
                               --------                    --------                      --------
                              $ 1,039.8        31%        $   791.0        (32%)        $ 1,162.2
                               ========                    ========                      ========
Operating income:
 Contract drilling            $   184.5        20%        $   153.5        (58%)        $   361.7
 Drilling management               21.6        62%             13.3          na             (30.7)
 Oil and gas                       12.2       510%              2.0         567%              0.3
 Restructure costs                 (5.2)        na               -           na                 -
 Corporate expenses               (24.6)       (4%)           (25.5)         23%            (20.8)
                               --------                    --------                      --------
                              $   188.5        32%        $   143.3        (54%)        $   310.5
                               ========                    ========                      ========
</TABLE>

Operating income increased by $45.2 million to $188.5 million in 2000
from $143.3 million in 1999.  The increase was attributable to the
addition to the fleet of two newly constructed, ultra-deepwater
drillships, the GLOMAR C.R. LUIGS in April 2000 and GLOMAR JACK RYAN in
December 2000, an increase in average rig utilization, and  higher
income from drilling management services and oil and gas.  Operating
income for 2000 included a one-time $5.2 million, first quarter charge
in connection with a restructuring comprised of a workforce reduction
and consolidation of facilities.

In 1999 operating income decreased by $167.2 million to $143.3 million
from $310.5 million in 1998.   The decrease was primarily attributable
to lower average rig utilization and dayrates for contract drilling,
partly offset by the addition of three deepwater rigs to the contract
drilling fleet since February 1998, lower depreciation resulting from an
increase in estimated rig service lives, and lower fixed costs for
drilling management services.

Since the third quarter of 1999, the Company has seen continued
improvement in utilization and dayrates for jackup rigs in the U.S.
Gulf of Mexico and offshore West Africa, following the market downturn
of 1998 and early 1999.  In the U.S. Gulf of Mexico, where the Company
has almost half of its fleet, its average rig utilization rate was 100
percent for 2000 as compared to an industry average of 80 percent for
the region.(1)  By year-end 2000, market dayrates for most classes of rigs
in the U.S. Gulf of Mexico had more than doubled from year-end 1999
levels.  In West Africa, where four of the Company's jackup rigs were
cold-stacked at year-end 1999, the Company reactivated two rigs in the
first quarter of 2000 and another in the third quarter of 2000, and
mobilized another rig to the U.S. Gulf of Mexico, where it is expected
to commence drilling in April 2001.  In addition, the GLOMAR ROBERT F.
BAUER drillship, which had been cold-stacked in Peru since June 1999,
returned to work offshore West Africa in April


---------------------
(1) Source:  Offshore Data Services and Global Marine database.

<PAGE>

2000.  In July 2000 the GLOMAR LABRADOR jackup commenced operations
offshore Trinidad, where the rig is currently contracted through March 2002.
Prior to July, the rig had been idle in Argentina for nearly a year.

Recovery in the market for second and third-generation semisubmersible
drilling rigs in the North Sea and elsewhere, which has lagged the
improvements in jackup markets in the Gulf of Mexico and West Africa,
has recently showed signs of strengthening as previously announced plans
for increased spending by major oil companies have begun to materialize.
Since October 2000, the Company has reactivated three of its
semisubmersible rigs that had been idle for periods ranging from eight
to fourteen months -- the GLOMAR ARCTIC III in October 2000 in the North
Sea under a 540-day, $25.1 million contract; the GLOMAR ARCTIC IV in
March 2001 in the North Sea under a one-year, $23.7 million contract;
and the GLOMAR GRAND BANKS in March 2001 offshore eastern Canada
under a 60-day, $8.9 million contract. In addition, the MAERSK JUTLANDER
is expected to commence operations in the North Sea in March 2001, after
being idle for about 45 days.  Oil company budget announcements and
surveys of capital spending plans for 2001 suggest average increases of
about 20 percent over 2000 levels, with activity in the international
markets expected to accelerate as major oil companies refocus on
internal growth opportunities.

During 2000 the Company took delivery of the GLOMAR C.R. LUIGS and the
GLOMAR JACK RYAN, two newly constructed, dynamically-positioned, ultra-
deepwater drillships.  The GLOMAR C.R. LUIGS and the GLOMAR JACK RYAN
began earning dayrate in April and December 2000, respectively, under
multi-year contracts. The drillships are state-of-the-art rigs and
represent the culmination of a five-year capital investment program to
expand the Company's deepwater capabilities.  In 2001 the Company will
benefit from the full-year contribution of the two new drillships placed
into service in 2000.  With the addition of the GLOMAR C.R. LUIGS and
GLOMAR JACK RYAN, the Company now has ten deepwater rigs.

As a result of the increased activity in offshore drilling, the Company
has found it more difficult to find and retain qualified offshore
personnel. In recognition of this, effective June 1, 2000, the Company
increased compensation levels for certain of its offshore positions,
some of which is recoverable from customers under dayrate adjustment
provisions of certain contracts expiring from July 2002 to October 2003.
The Company believes that its compensation levels are competitive within
the industry.

Contract Drilling Operations

Data with respect to the Company's contract drilling operations follows:

<TABLE>
<CAPTION>
                                                Increase                             Increase
                               2000            (Decrease)           1999            (Decrease)         1998
                               ----            ----------          ------           -----------       ------
                                               ($ in millions, except for fleet average dayrate)

<S>                          <C>                  <C>             <C>                 <C>            <C>
Contract drilling revenues
by area: (1)
    U.S. Gulf of Mexico      $ 349.5              86%             $ 187.8             (30%)          $ 267.5
    West Africa                104.9               6%                98.5             (55%)            218.8
    North Sea                   69.1             (49%)              134.5             (23%)            174.1
    Other                       65.7             (32%)               96.9               4%              93.3
                             -------                              -------                            -------
                             $ 589.2              14%             $ 517.7             (31%)          $ 753.7
                             =======                              =======                            =======

Average rig utilization (2)      84%                                  76%                                96%
Fleet average dayrate        $59,000                              $59,600                            $71,100

---------------------------
(1) Includes revenues earned from affiliates.
(2) Excludes the GLOMAR BEAUFORT SEA I concrete island drilling system, a
    currently inactive, special-purpose mobile offshore rig designed for
    Arctic operations.
</TABLE>
<PAGE>
Of the $71.5 million increase in contract drilling revenues for 2000
compared to 1999, $55.1 million was attributable to the addition of the
GLOMAR C.R. LUIGS drillship in April 2000 and the GLOMAR JACK RYAN
drillship in December 2000, and $49.3 million was attributable to an
increase in average rig utilization.  These increases in contract
drilling revenues were partly offset by a $32.4 million decrease
attributable to lower average dayrates.

The increase in average rig utilization in 2000 as compared to 1999 was
attributable primarily to the U.S. Gulf of Mexico and West Africa,
partly offset by lower utilization in the North Sea.  The lower average
dayrates were due in part to the expiration of higher dayrate contracts
signed when offshore drilling markets were tighter and unanticipated rig
downtime attributable primarily to repair work on certain deepwater
rigs. Such decreases were partly offset by higher dayrates for jackup
rigs in the U.S. Gulf of Mexico.

Of the $236.0 million decrease in contract drilling revenues for 1999
compared to 1998, $180.8 million was attributable to a decrease in
average dayrates, and $110.0 million was attributable to lower average
rig utilization, partially offset by a $57.2 million increase
attributable to the addition to the fleet of the GLOMAR CELTIC SEA
semisubmersible in February 1998, the GLOMAR ARCTIC IV semisubmersible
in March 1998, and the GLOMAR EXPLORER drillship in August 1998.

The Company averaged 100 percent utilization for its drilling rigs in
the U.S. Gulf of Mexico for 2000, 95 percent for 1999, and 96 percent
for 1998. The Company's average utilization rate for its rigs located
offshore West Africa was 77 percent for 2000, 48 percent for 1999, and
94 percent for 1998.  The Company averaged 62 percent utilization for
its rigs in the North Sea for 2000, 81 percent for 1999, and 98 percent
for 1998.

The mobilization of rigs among the geographic areas shown in the
preceding table also affected each area's revenues over the periods
indicated.  During 1998 the Company mobilized one jackup from the U.S.
Gulf of Mexico to the North Sea, one jackup from California to the North
Sea, and one semisubmersible from the North Sea to the east coast of
Canada.  During 1999 the Company mobilized two jackups from West Africa
to the U.S. Gulf of Mexico, one jackup from the North Sea to the U.S.
Gulf of Mexico, one drillship from West Africa to offshore Peru, and one
drillship from the U.S. Gulf of Mexico to West Africa.  During 2000 the
Company mobilized one drillship from offshore Peru to West Africa and
one drillship from West Africa to the U.S. Gulf of Mexico.

As of February 28, 2001, fifteen of the Company's rigs were located in
the U.S. Gulf of Mexico, seven were offshore West Africa, five were in
the North Sea, three were offshore Trinidad, one was offshore the east
coast of Canada, one was in Brazil, and one was enroute to the U.S. Gulf
of Mexico from West Africa.  As of February 28, 2001, all of the
Company's rigs were operating under contract or had commitments to
commence operations soon thereafter.

In December 1998 the Company conducted an evaluation of the service
lives of the rigs in its drilling fleet.  Based on the results of the
evaluation, effective January 1, 1999, the Company increased the
estimated useful lives of its jackups and semisubmersibles to 30 years
to better reflect their estimated economic lives.  Prior to the change,
jackups were depreciated over 25-year lives, and semisubmersibles
generally were depreciated over 20-year lives.  The effect of the change
was to decrease 1999 depreciation expense by $27.2 million.

The Company's operating profit margin for contract drilling operations
increased to 31 percent in 2000
<PAGE>
from 30 percent in 1999 primarily due to the increase in average rig
utilization.  Operating expenses increased to $404.7 million in 2000
from $364.2 million in 1999 primarily due to higher depreciation and
other operating costs in connection with the addition of the
GLOMAR C.R. LUIGS and higher operating costs due to fewer cold-stacked
rigs in 2000 as compared to 1999.

The Company's operating profit margin for contract drilling operations
decreased to 30 percent in 1999 from 48 percent in 1998 primarily due to
lower average rig utilization and dayrates.  Operating expenses
decreased to $364.2 million in 1999 from $392.0 million in 1998
primarily due to lower expenses in connection with the Company's cold-
stacked rigs and lower depreciation resulting from the increase in
estimated rig lives.  These declines were partly offset by the operating
costs of the three rigs added to the fleet in 1998 and higher operating
costs incurred on the GLOMAR GRAND BANKS, which, prior to December 1998,
was being leased from the Company under a bareboat charter.  Under a
bareboat charter, the Company provides the customer with a rig, and the
customer uses its own crews to operate the rig.

Drilling Management Services

Drilling management services revenues increased by $163.4 million to
$445.6 million in 2000 from $282.2 million in 1999.  The increase in
revenues consisted of a $137.2 million increase attributable to an
increase in the number of turnkey projects, a $21.8 million increase
attributable to daywork and other revenues, and a $4.4 million increase
attributable to higher average revenues per turnkey project.  The
Company completed 149 turnkey projects in 2000 (122 wells drilled and 27
well completions) as compared to 92 turnkey projects in 1999 (76 wells
drilled and 16 well completions).

Drilling management services revenues decreased by $139.3 million to
$282.2 million in 1999 from $421.5 million in 1998.  The decrease in
revenues consisted of a $109.8 million decrease attributable to lower
average revenues per turnkey project and a $55.5 million decrease
attributable to daywork and other revenues, partly offset by a $26.0
million increase attributable to an increase in the number of turnkey
projects.  The Company completed 81 turnkey projects in 1998 (77 wells
drilled and 4 well completions) as compared to the 92 projects in 1999.

Operating income for drilling management services increased by $8.3
million to $21.6 million in 2000 from $13.3 million in 1999, and by
$44.0 million to $13.3 million in 1999 from a loss of $30.7 million in
1998.  Operating profit margin increased to 4.8 percent in 2000 from 4.7
percent in 1999 as compared to the loss in 1998.  The improvement in
profit margin in 1999 as compared to 1998 was due in part to a decrease
in the number of rigs under term contract to the Company.  During 1998
and 1999, the Company was paying above-market rates for the use of as
many as sixteen rigs under term contracts signed in late 1997 and early
1998, when market rates were higher.  The incremental cost of these rigs
above what they would have cost if contracted as needed on the spot
market was estimated to be $57.2 million in 1998 and $11.8 million in
1999.  By June 30, 1999, the Company had substantially fulfilled all
obligations related to rigs contracted at above-market rates.
Currently, the Company is contracting rigs as needed on a well-by-well
basis.  Bad debt expense for drilling management services was $11.3
million in 1998 and $1.3 million in 1999.

Results for drilling management services in 2000 were mixed.  The
Company completed a record number of turnkey projects in the fourth
quarter and full-year 2000; however, margins were below expectations due
in part to losses totaling $15.2 million incurred on 18 of the 122
turnkey wells drilled during the year.  The losses resulted in part from
an aggressive pricing strategy intended to protect market share and in
part to a dilution of experienced rig crew personnel across the fleet of
third-party
<PAGE>
rigs used by the Company, as rig utilization was reaching a
peak in the fourth quarter.  The Company believes this dilution of
experienced personnel translated into an additional 2-1/2 days of
drilling time per well, on average, and an estimated $7 to $8 million of
total additional cost in the fourth quarter of 2000.  In addition, the
Company experienced a higher than normal incidence of problem wells
during the quarter related to hazards inherent to oil and gas drilling
operations.  The Company intends to increase budgeted margins and
estimated drilling time in its future bids and anticipates that these
changes will restore margins to a more historical level, although they
will likely result in a reduction in the number of turnkey wells drilled
in 2001 as compared to 2000.

In the fourth quarter of 2000, the Company recognized a $2.9 million
estimated pretax loss on a fixed-price turnkey well offshore Louisiana
that was expected to be completed during the first quarter of 2001.  In
January 2001, additional problems were encountered, and attempts to
complete drilling the well were abandoned.  The Company estimates the
total cost of the well to be $7.3 million.  As a result, the Company
will recognize an additional pretax loss of $4.4 million on this well in
the first quarter of 2001.

Results of operations from the Company's drilling management services
may be limited by certain factors, in particular the ability of the
Company to find and retain qualified personnel, to hire suitable rigs at
acceptable rates, and to obtain and successfully perform turnkey
drilling contracts based on competitive bids.  The Company's ability to
obtain turnkey drilling contracts is largely dependent on the number of
such contracts available for bid, which in turn is influenced by market
prices for oil and gas, among other factors.  Accordingly, results of
the Company's drilling management service operations may vary widely
from quarter to quarter and from year to year.

Other Income and Expense

General and administrative expenses were $22.6 million in 2000, $23.6
million in 1999, and $19.1 million in 1998.  The decrease in general and
administrative expenses from 1999 to 2000 was due to lower professional
fees and other expenses resulting from the Company's cost-cutting
program, partly offset by higher compensation expense.  The increase in
general and administrative expenses from 1998 to 1999 was primarily due
to increases in professional fees and compensation expense.  The
increases in compensation expense were primarily attributable to accrued
expenses under a long-term, performance-based stock compensation plan.
Expense under the plan is based in part on the market price of the
Company's common stock.

Interest expense was $63.6 million for 2000, $56.6 million for 1999, and
$46.9 million for 1998.  The increases in interest expense were
primarily attributable to higher levels of debt incurred to finance the
upgrade, acquisition, conversion, and construction of rigs, partially
offset by lower effective interest rates primarily in 2000 due to the
issuance of the Zero Coupon Convertible Debentures.

The Company capitalized interest expense of $26.4 million in 2000, $25.9
million in 1999, and $17.2 million in 1998 in connection with the
construction and conversion of rigs. The Company does not anticipate
capitalizing any interest expense in 2001.

Interest income increased to $4.0 million in 2000 from $2.7 million in
1999 and $3.3 million in 1998 primarily due to higher average cash
balances and short-term investments in 2000 as compared to 1999 and
1998.
<PAGE>

Substantial amounts of the Company's consolidated earnings are
attributable to its foreign subsidiaries.  Under the United States
Internal Revenue Code, earnings of foreign subsidiaries are generally
not subject to U.S. income taxes until distributed or deemed to be
distributed to a U.S. parent company.  The Company is confident of the
positions it has taken on its tax returns with regard to the taxability
of its foreign subsidiaries' undistributed earnings; however, it cannot
provide assurance that its positions will never be challenged or that,
if challenged, the Company would not be required to pay U.S. taxes on
some or all of such earnings.

A company with a specific  plan to reinvest undistributed foreign
subsidiary earnings outside the U.S., which plan demonstrates that
distribution of the earnings will be postponed indefinitely, is not
required to record a U.S. deferred income tax liability on such
earnings.  The Company has not recorded a U.S. deferred tax liability on
$263.5 million of undistributed foreign earnings as of December 31,
2000, because it intends to permanently reinvest these earnings outside
the U.S.  It is not practical to estimate the tax liability the Company
would be required to recognize if it no longer intended to permanently
reinvest such earnings abroad.

Because the Company's foreign earnings were taxed at rates generally
lower than U.S. rates, the Company's effective income tax rate for
financial reporting purposes has fluctuated from year to year as the
relative amounts of the Company's U.S. and foreign earnings have
fluctuated.  Such effective tax rates were approximately 27 percent in
2000, 22 percent in 1999, and 21 percent in 1998, which were lower than
the U.S. federal statutory rate of 35 percent.

The Company had a net deferred tax asset recorded on its balance sheet
as of December 31, 2000, in the amount of $70.1 million, $50.0 million
of which was classified as current.  The Company's ability to realize
the benefit of this deferred tax asset, which consists principally of
net operating loss ("NOL") carryforwards in the United States, requires
that the Company achieve certain future earnings levels prior to the
expiration of its NOL carryforwards.  The Company could be required to
record a valuation allowance against the future tax benefit of its NOL
carryforwards if market conditions deteriorate and future earnings are
below, or projected to be below, its current estimates.

In the first quarter of 2000, the Company implemented a restructuring
designed to streamline its organization and improve efficiency.  The
restructuring involved a workforce reduction of approximately 89
positions, a consolidation of administrative offices in Houston and
Europe, and closure of a materials control facility in Houston.  The
employee functions affected were primarily corporate support in nature
and included materials control, engineering, accounting, and information
technology, among others. Approximately 80 percent of the affected
positions were located in Houston, and the remaining 20 percent were
located in Europe.  The Company recorded a $5.2 million pretax charge in
the first quarter of 2000 in connection with the restructuring,
consisting of $4.3 million for employee severance costs and $0.9 million
for office and facility closures.  Cash payments for severance are being
paid over various periods generally ranging from six weeks to twelve
months from the date of termination, based on salary and length of
service.  Cash payments in 2000 under the restructuring totaled $3.2
million, consisting of $3.0 million for employee severance and $0.2
million for facility closures.  Payments contemplated under the
restructuring will be substantially completed by mid-2001.  The Company
expects to record pretax savings of approximately $1.5 million per
quarter after completion of the plan's implementation in the first
quarter of 2001.  Approximately 80 percent of the savings is expected to
be realized through lower contract drilling expenses, and the remainder
is expected to be realized through lower drilling management and general
and administrative expenses.
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Financing and Investing Activities

In 1998 the Company entered into fixed-price contracts with Harland and
Wolff Shipbuilding and Heavy Industries Limited (the "Shipbuilder")
totaling $315 million for the construction of two dynamically
positioned, ultra-deepwater drillships, the GLOMAR C.R. LUIGS and the
GLOMAR JACK RYAN.  Pursuant to two 20-year, capital lease agreements,
the Company subsequently novated the construction contracts for the
drillships to two financial institutions (the "Lessors"), which now own
the drillships and have agreed to lease them to the Company.  The
Company has deposited with three large foreign banks (the "Payment
Banks") amounts equal to the progress payments that the Lessors were
required to make under the construction contracts, less a lease benefit
of approximately $62 million. In exchange for the deposits, the Payment
Banks have assumed liability for making rental payments required under
the leases, and have legally released the Company as the primary obligor
of such rental payments. Accordingly, the Company has recorded no
capital lease obligations on its balance sheet with respect to the two
drillships.  The GLOMAR C.R. LUIGS and the GLOMAR JACK RYAN began
operating under contract in April and December 2000, respectively. (See
Note 4 of Notes to Consolidated Financial Statements.)

In June 2000 the Company completed a private placement of Zero Coupon
Convertible Debentures due June 23, 2020, and received net proceeds of
$292.6 million after deduction for legal, accounting, and underwriting
fees.  The Company used the proceeds of the debentures, plus available
cash, to pay off outstanding commercial paper, which had been issued
primarily to finance construction of the GLOMAR C.R. LUIGS and GLOMAR
JACK RYAN drillships, and for general corporate purposes.

The convertible debentures were issued at a price of $499.60 per
debenture, which represents a yield to maturity of 3.5 percent per annum
to reach an accreted value at maturity of $1,000 per debenture.  The
Company has the right to redeem the debentures in whole or in part on or
after June 23, 2005, at a price equal to the issuance price plus accrued
original issue discount through the date of redemption.  Each debenture
is convertible into 12.2182 shares of Global Marine Inc. common stock
(7,330,920 total shares) at the option of the holder at any time prior
to maturity, unless previously redeemed.  Holders have the right to
require the Company to repurchase the debentures on June 23, 2005, June
23, 2010, and June 23, 2015, at a price equal to the accreted value
through the date of repurchase.  The Company may pay the repurchase
price with either cash or shares of the Company's common stock or a
combination of cash and shares of common stock.  The Company does not
anticipate using common stock to satisfy any such future purchase
obligation.

Other significant financing and investing activities during the three-
year period ended December 31, 2000, were as follows:

   *  January 1998 - Entered into a one-year unsecured $150 million
      revolving bank credit facility, bringing the total amount
      available for borrowings under all committed credit facilities to
      $390 million.  The $150 million credit facility was subsequently
      extended to October 2000.
   *  February 1998 - Completed the conversion of the GLOMAR CELTIC SEA
      semisubmersible and placed it into service under long-term
      contract in the U.S. Gulf of Mexico.
   *  March 1998 - Purchased the deepwater semisubmersible, STENA
      FORTH, for $150 million with borrowings under revolving bank
      credit facilities.  The STENA FORTH was subsequently renamed the
      GLOMAR ARCTIC IV.
   *  March 1998 - Entered into an agreement to purchase from
      Transocean ASA the remaining
<PAGE>
      43.4 percent interest in the partnership operating the GLOMAR
      ADRIATIC V, GLOMAR ADRIATIC VI, and GLOMAR ADRIATIC VII for
      $20.3 million in cash.
   *  May 1998 - Issued $300 million of 7% Notes due 2028 and used the
      proceeds to pay down amounts outstanding under the Company's bank
      credit facilities.
   *  August 1998  - Completed the conversion of the GLOMAR EXPLORER
      drillship and placed it into service under long-term contract in
      the U.S. Gulf of Mexico.
   *  August 1999 - Initiated a commercial paper program under which
      the Company may issue up to $350 million of debt at rates
      generally more favorable than the rates available under the
      Company's revolving bank credit facilities.
   *  April 2000 - Entered into a short-term unsecured $50 million
      revolving bank credit facility with two major banks, bringing the
      total amount available for borrowings under all committed credit
      facilities to $440 million.
   *  July 2000 - Terminated the Company's $150 million and $50 million
      revolving bank credit facilities. At December 31, 2000, the
      Company had a $240 million committed revolving bank credit
      facility available for future borrowings.  The $240 million
      facility expires December 2002.

On March 5, 2001, the Company entered into an agreement to sell the
GLOMAR BEAUFORT SEA I concrete island drilling system (the "CIDS") for
$45 million.  A down payment of $5 million is payable at closing,
which is expected to take place before June 2001, with the remainder of
the purchase price, plus accrued interest, to be payable on or before
March 1, 2003.  The purchaser has a right to require the Company to retake
title to the CIDS if certain foreign governmental approvals relating
to the purchaser's use of the CIDS are not received prior to June 29,
2001.  If title to the CIDS is transferred back to the Company, the
remainder of the purchase price debt would be extinguished in
consideration of a payment to the Company of $15 million, including
the $5 million down payment.

Cash Flows

In December 2000 the Company settled its dispute with a subsidiary of
Transocean Sedco Forex ("Transocean") with respect to a bareboat charter
agreement for the drilling rig, GLOMAR GRAND BANKS.  The Company had
assumed rights to the bareboat charter at the time it acquired ownership
of the rig in 1997.  At issue were (i) the date of termination of the
charter, (ii) the condition of the rig upon its return to the Company,
and (iii) the charterer's liability to pay additional dayrate. Under the
terms of the settlement, Transocean paid the Company $67.5 million in
cash in December 2000 and waived its claim against the Company in the
amount of $2.0 million. The Company applied $63.0 million of the
proceeds to reduce noncurrent accounts receivable with the remainder
recorded as a reduction of the Company's cost basis in the rig.
Recognition of the settlement had no effect on 2000 earnings.

In 2000 cash flow provided by operating activities amounted to $280.6
million.  An additional $292.6 million was provided from issuance of the
Zero Coupon Convertible Debentures (after deduction for legal,
accounting, and underwriting fees), $14.0 million was provided from
exercises of employee stock options, and $3.3 million was provided from
other sources.  From the $590.5 million sum of cash inflows, $349.9
million was used to reduce long-term debt, $177.8 million was used for
capital expenditures, and $1.8 million was used for other purposes.

In 1999 cash flow provided by operating activities amounted to $271.9
million.  An additional $194.9 million was provided from borrowings
under the Company's bank credit facilities and commercial paper program
(net of payments), $6.4 million was provided from sales of properties
and equipment, and $3.4 million was provided from exercises of employee
stock options.  From the $476.6 million sum of cash inflows, $448.1
million was used for capital expenditures, and $2.1 million was used for
other purposes.

In 1998 cash flow provided by operating activities amounted to $258.0
million.  An additional $292.9 million was provided from issuance of the
7% Notes (after deduction for discount, underwriting fees, and issue
costs), $55.0 million was provided from borrowings under the Company's
bank credit facilities (net of payments), $4.4 million was provided from
exercises of employee stock options, $3.7 million was provided from
sales of properties and equipment, and $1.7 million was provided from
maturities of marketable securities (net of purchases).  From the $615.7
million sum of cash inflows, plus available
<PAGE>
cash, $637.7 million was used for capital expenditures.

Future Cash Requirements

As of December 31, 2000, the Company had long-term debt of $918.6
million and shareholders' equity of $1.3 billion.  Long-term debt at
December 31 consisted of $305.3 million (net of discount) of Zero Coupon
Convertible Debentures due 2020, $299.5 million (net of discount) of
7-1/8% Notes due 2007, $296.5 million (net of discount) of 7% Notes due
2028, and a $17.3 million capital lease obligation.

Annual interest on the 7-1/8% Notes is $21.4 million, payable
semiannually each March and September.  Annual interest on the 7% Notes
is $21.0 million, payable semiannually each June and December.  No
principal payments are due under either issue until the maturity date.

The Company may redeem the 7-1/8% Notes and the 7% Notes in whole at any
time, or in part from time to time, at a price equal to 100 percent of
the principal amount thereof plus accrued interest, if any, to the date
of redemption, plus a premium, if any, relating to the then-prevailing
Treasury Yield and the remaining life of the notes.  The indentures
relating to the Zero Coupon Convertible Debentures, 7-1/8% Notes, and 7%
Notes contain limitations on the Company's ability to incur indebtedness
for borrowed money secured by certain liens and to engage in certain
sale/leaseback transactions.  The $240 million revolving bank credit
facility contains similar limitations, requires the Company to maintain
minimum levels of net worth and interest coverage, and limits the
Company's maximum debt as a percentage of capitalization.

Capital expenditures for 2001 are presently estimated to be $95 million,
consisting of $89 million for upgrades to drilling fleet equipment and
$6 million for other capital expenditures.

Sources of Liquidity

As of December 31, 2000, the Company had $144.3 million of cash and cash
equivalents, all of which was unrestricted, and $240 million available
for borrowings under its revolving bank credit facility and commercial
paper program.  The Company had $83.3 million in cash and cash
equivalents at December 31, 1999.

In 1998 the Company filed with the U.S. Securities and Exchange
Commission a registration statement on Form S-3 under which, together
with a previous registration statement on Form S-3, the Company may
offer to sell from time to time (i) unsecured debt securities consisting
of notes, debentures, or other evidences of indebtedness, (ii) shares of
preferred stock, $.01 par value per share, and/or (iii) shares of common
stock, $.10 par value per share, for an aggregate initial public
offering price not to exceed $500 million.  The amount of securities
available for issuance was reduced from $500 million to $200 million as
a result of the issuance of the $300 million of 7% Notes in 1998.  There
is no assurance that the Company could raise capital on acceptable terms
using its shelf registration.

The Company believes it will be able to meet all of its current
obligations, including working capital requirements, capital
expenditures and debt service, from its cash and cash equivalents and
future cash flow from operations.

In December 1999 the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue
Recognition in Financial Statements," which provides the staff's
<PAGE>
interpretations of the application of generally accepted accounting
principles to revenue recognition.  The implementation of SAB 101 in the
fourth quarter of 2000 did not have a material effect on the Company's
results of operations, financial position or cash flows.

In June 1998 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and for
hedging activities.  The Company adopted SFAS No. 133, as amended, on
January 1, 2001.  Adoption of the standard had no material effect on the
Company's financial statements.

FORWARD-LOOKING STATEMENTS

Under the Private Securities Litigation Reform Act of 1995, companies
are provided a "safe harbor" for discussing their expectations regarding
future performance.  We believe it is in the best interests of our
stockholders and the investment community to use these provisions and
provide such forward-looking information.  We do so in this report and
other communications.  Our forward-looking statements include things
such as our:
   *   estimated availability dates for our rigs;
   *   expectations regarding backlog amounts that will be realized in
       2001;
   *   statement that we do not presently anticipate that any material
       expenditures will be required to enable us to comply with existing
       environmental laws and regulations;
   *   opinion that we maintain sufficient insurance coverage to respond
       to the added exposures from OPA 90 and similar legislation enacted
       in various states;
   *   expectation that the purported antitrust class action lawsuit
       filed in the federal district court in Galveston, Texas, will not
       have a material adverse effect on our business or financial
       position, results of operations or cash flows;
   *   belief that Harland and Wolff's claim, with the exception of a
       small portion of the steel-weight claim, is totally without merit;
   *   expectations regarding the dates various rigs will commence
       operations or drilling or the length of time the Company will
       benefit from their operations or drilling;
   *   statements regarding oil company capital spending plans and future
       activity levels;
   *   statement regarding the anticipated results of our intended
       increases in budgeted margins and estimated drilling time in our
       future drilling management services bids;
   *   statement that we do not anticipate capitalizing any interest
       expense in 2001;
   *   confidence in the positions we have taken on our tax returns with
       regard to the taxability of our foreign subsidiaries'
       undistributed earnings, and our statement that we intend to
       permanently reinvest these earnings outside the U.S.;
   *   expectations regarding the pretax savings we will record after
       completion of our restructuring plan in the first quarter of 2001;
   *   statement that we do not anticipate using common stock to satisfy
       any future purchase obligations under our Zero Coupon Convertible
       Debentures;
   *   estimates regarding 2001 capital expenditures;
   *   belief in the Company's ability to meet its current obligations;
       and
   *   other statements that are not historical facts.
Our forward-looking statements speak only as of the date of this report
and are based on currently available industry, financial, and economic
data and our operating plans.  They are also inherently uncertain, and
investors must recognize that events could turn out to be materially
different from our
<PAGE>
 expectations.

Factors that could cause or contribute to such differences include, but
are not limited to:
   * changes in our customers' current drilling programs due to
     unanticipated occurrences in the course of drilling, or changes in
     their future plans or programs due to their own internal corporate
     events, changes in the markets and prices for oil and gas, or
     shifts in the relative strengths of various geographic drilling
     markets brought on by things such as a general economic slowdown,
     or regional or worldwide recession;
   * delays in commencing or completing operations or drilling due to
     things such as contract disputes, weather conditions, political or
     social unrest, or engineering or other mechanical problems;
   * changes in the way governments interpret or enforce their laws or
     regulations, or changes in the laws or regulations or regulations
     themselves;
   * the uncertainties inherent in dealing with other parties and
     resolving disputed matters through negotiation, arbitration,
     litigation, or by other means;
   * changes in oil and gas drilling technology or in our competitors'
     drilling rig fleets that could make our drilling rigs less
     competitive or require major capital investment to keep them
     competitive;
   * changes in our business or in capital markets that affect our
     ability to finance our business or meet our financial obligations
     in the manner currently anticipated;
   * inflationary pressures or increased regulatory requirements,
     either of which could undermine our ability to keep our overhead
     low and realize the expected savings from our recent
     restructuring; and
   * such other risk factors as may be discussed in the Company's
     reports filed with the U.S. Securities and Exchange Commission.

The Company disclaims any obligation or undertaking to disseminate any
updates or revisions to its statements, forward-looking or otherwise, to
reflect changes in the Company's expectations or any change in events,
conditions, or circumstances on which any such statements are based.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's debt consists of fixed-interest rate, variable-interest
rate, and zero coupon convertible debt; consequently, the Company's
earnings and cash flows, as well as the fair values of its fixed-rate
and zero coupon convertible debt instruments, are subject to interest-
rate risk.  In addition, the Company's zero coupon convertible debt is
subject to stock-price risk.  The Company has performed sensitivity
analyses to assess the impact of these risks based on a hypothetical
ten-percent increase in market interest rates and a hypothetical ten-
percent decrease in its common stock price.  Market interest rate and
stock price volatility are dependent on many factors that are impossible
to forecast, and actual interest rate increases and stock price
decreases could be more severe than the hypothetical ten-percent change.

The Company estimates that if prevailing market interest rates had been
ten percent higher throughout 2000 and 1999, and all other factors
affecting the Company's debt remained the same, pretax earnings would
have been lower by $1.2 million in 2000 and $1.1 million in 1999.  With
respect to the fair value of the Company's fixed-interest rate and zero
coupon convertible debt, if prevailing market interest rates had been
ten percent higher at year-end 2000 and 1999, and all other factors
affecting the Company's
<PAGE>
debt remained the same, the fair value of the Company's fixed-rate debt,
as determined on a present-value basis, would have been lower by $37.0
million (6.4 percent) at December 31, 2000, and $33.3 million (6.1 percent)
at December 31, 1999, and the Company's zero coupon convertible debt would
have been lower by $2.2 million (0.7 percent) at December 31, 2000.  With
respect to the fair value of the Company's zero coupon convertible debt, if
the Company's common stock price would have been ten percent lower at year-end
2000, and all other factors affecting the zero coupon convertible debt
remained the same,the fair value of the convertible debt, as determined on
a present-value basis, would have been lower by $10.7 million (3.5 percent)
at December 31, 2000.

Currently, the Company does not actively manage its interest-rate risk.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Global Marine Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, shareholders' equity and cash
flows present fairly, in all material respects, the financial position
of Global Marine Inc. and subsidiaries (the "Company") at December 31,
2000 and 1999, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United
States of America.  These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits
of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas
February 16, 2001
<PAGE>
<TABLE>
<CAPTION>
                     GLOBAL MARINE INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF INCOME
                     (In millions, except per-share data)

                                                       Year Ended December 31,
                                              -----------------------------------------
                                                 2000            1999             1998
                                              -------         -------          --------
<S>                                          <C>             <C>              <C>
Revenues:
  Contract drilling                          $   584.1       $   507.7        $   742.4
  Drilling management                            435.6           275.0            416.0
  Oil and gas                                     20.1             8.3              3.8
                                              --------        --------         --------
     Total revenues                            1,039.8           791.0          1,162.2

Expenses:
  Contract drilling                              299.3           271.1            280.4
  Drilling management                            413.8           261.5            446.4
  Oil and gas                                      3.4             2.7              1.9
  Depreciation, depletion, and amortization      107.0            88.8            103.9
  Restructure costs                                5.2               -                -
  General and administrative                      22.6            23.6             19.1
                                              --------        --------         --------
                                                 851.3           647.7            851.7
                                              --------        --------         --------
     Operating income                            188.5           143.3            310.5


Other income (expense):
  Interest expense                               (63.6)          (56.6)           (46.9)
  Interest capitalized                            26.4            25.9             17.2
  Interest income                                  4.0             2.7              3.3
                                              --------        --------         --------
     Total other income (expense)                (33.2)          (28.0)           (26.4)
                                              --------        --------         --------
     Income before income taxes                  155.3           115.3            284.1

Provision for income taxes:
  Current income tax provision                    12.4             3.4             18.5
  Deferred income tax provision                   29.0            22.4             42.3
                                              --------        --------         --------
     Total provision for income taxes             41.4            25.8             60.8
                                              --------        --------         --------

     Net income                              $   113.9      $     89.5        $   223.3
                                              ========        ========         ========

Earnings per common share:
  Basic                                      $     0.65     $     0.51        $    1.29
  Diluted                                    $     0.64     $     0.51        $    1.27


</TABLE>





          See notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>
                GLOBAL MARINE INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                          ($ in millions)

                              ASSETS

                                                                  December 31,
                                                           ------------------------
                                                            2000              1999
                                                           ------            ------
<S>                                                       <C>               <C>
Current assets:
  Cash and cash equivalents                                 $  144.3        $   83.3
  Accounts receivable, less allowance for doubtful
     accounts of $4.7 in 2000 and $4.1 in 1999                 189.7           101.1
  Costs incurred on turnkey drilling contracts in progress      11.2            12.9
  Prepaid expenses                                               8.2            11.2
  Future income tax benefits                                    50.0               -
  Other current assets                                           1.4             4.5
                                                             -------         -------
       Total current assets                                    404.8           213.0

Properties and equipment:
  Rigs and drilling equipment, less accumulated
     depreciation of $546.9 in 2000 and $450.2 in 1999       1,933.6         1,225.8
  Construction in progress                                         -           632.2
  Oil and gas properties, full-cost method, less accumulated
     depreciation, depletion, and amortization of $18.5 in
     2000 and $16.3 in 1999                                      6.5            10.6
                                                             -------         -------
       Net properties and equipment                          1,940.1         1,868.6

Future income tax benefits                                      20.1            90.7
Other assets                                                    31.8            92.2
                                                             -------         -------
       Total assets                                         $2,396.8        $2,264.5
                                                             =======         =======


</TABLE>






          See notes to consolidated financial statements.
<PAGE>

<TABLE>
<CAPTION>
                GLOBAL MARINE INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEET
                          ($ in millions)

               LIABILITIES AND SHAREHOLDERS' EQUITY


                                                                     December 31,
                                                                 ------------------
                                                                 2000          1999
                                                                 ----          ----
<S>                                                           <C>             <C>
Current liabilities:
  Current maturities of long-term debt                         $     -          $ 7.9
  Accounts payable                                               116.7           94.0
  Accrued compensation and related employee costs                 34.5           21.6
  Accrued income taxes                                            12.0            6.1
  Accrued interest                                                 8.9           10.7
  Other accrued liabilities                                       11.2            9.3
                                                                ------          ------
     Total current liabilities                                   183.3          149.6


Long-term debt                                                   901.3          937.8
Capital lease obligation                                          17.3           17.5
Other long-term liabilities                                       24.0           24.6
Commitments and contingencies (Note 4)                               -              -

Shareholders' equity:
  Preferred stock, $0.01 par value, 10 million shares
     authorized, no shares issued or outstanding                     -              -
  Common stock, $0.10 par value, 300 million shares authorized,
     176,021,490 shares and 174,421,339 shares issued and
     outstanding at December 31, 2000 and 1999, respectively      17.6            17.4
  Additional paid-in capital                                     350.1           328.6
  Retained earnings                                              905.0           791.1
  Accumulated other comprehensive loss                            (1.8)           (2.1)
                                                              --------        --------
     Total shareholders' equity                                1,270.9         1,135.0
                                                              --------        --------
     Total liabilities and shareholders' equity               $2,396.8        $2,264.5
                                                              ========        ========

</TABLE>





          See notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
                       GLOBAL MARINE INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)

                                                             Year Ended December 31,
                                                        ------------------------------------
                                                         2000           1999           1998
                                                        ------         ------         ------
<S>                                                    <C>             <C>            <C>
Cash flows from operating activities:
  Net income                                           $ 113.9         $  89.5        $ 223.3
  Adjustments to reconcile net income to net
    cash flow provided by operating activities:
   Depreciation, depletion, and amortization             107.0            88.8          103.9
   Deferred income taxes                                  29.0            22.4           42.3
   Decrease (increase) in noncurrent receivables          52.1             8.0          (67.7)
   Increase (decrease) in accounts payable                22.7            (5.0)         (16.5)
   Increase (decrease) in accrued liabilities             18.9            (5.2)         (11.5)
   Decrease (increase) in other current assets             5.8             7.5           (9.7)
   Decrease (increase) in costs incurred on turnkey
      drilling contracts in progress                       1.7            (6.3)           5.1
   (Increase) decrease in accounts receivable            (89.3)           61.1          (13.3)
   Other, net                                             18.8            11.1            2.1
                                                        ------          -------        -------
     Net cash flow provided by operating activities      280.6           271.9          258.0

Cash flows from investing activities:
  Capital expenditures                                  (177.8)         (448.1)        (637.7)
  Proceeds from sales of properties and equipment          3.0             6.4            3.7
  Proceeds from maturities of held-to-maturity
    securities                                             0.3               -            2.8
  Purchases of held-to-maturity securities                   -            (0.3)          (1.1)
                                                        ------          -------        -------
     Net cash flow used in investing activities         (174.5)         (442.0)        (632.3)

Cash flows from financing activities:
  Proceeds from issuance of long-term debt               754.2           604.0          621.0
  Reductions of long-term debt                          (804.3)         (409.1)        (270.0)
  Proceeds from exercises of employee stock options       14.0             3.4            4.4
  Debt issue costs                                        (7.2)              -           (2.9)
  Other                                                   (1.8)           (1.8)          (0.2)
                                                        ------          -------        -------
     Net cash flow (used in) provided by
         financing activities                            (45.1)          196.5          352.3
                                                        ------          -------        -------
Increase (decrease) in cash and cash equivalents          61.0            26.4          (22.0)
Cash and cash equivalents at beginning of year            83.3            56.9           78.9
                                                        ------          -------        -------
Cash and cash equivalents at end of year               $ 144.3         $  83.3        $  56.9
                                                        ======          =======        =======

Supplemental cash flow information:
  Interest paid, net of amounts capitalized            $  29.5         $  26.2        $  23.9
  Income taxes paid, net of refunds                    $   6.6         $   9.4        $  25.9


          See notes to consolidated financial statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                       GLOBAL MARINE INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                 ($ in millions)




                                                                                                       Accumulated
                                            Common Stock             Additional                          Other
                                     ---------------------------     Paid-in         Retained         Comprehensive
                                       Shares          Par Value     Capital         Earnings         Income (Loss)          Total
                                     ----------        ---------     ----------      --------         -------------          -----

<S>                                  <C>                <C>          <C>              <C>               <C>                <C>
Balance at December 31, 1997         172,202,785        $ 17.2       $310.1           $478.3                               $  805.6
  Net income                                   -             -            -            223.3                                  223.3
  Exercise of employee
    stock options                        991,018           0.1          4.4                -                                    4.5
  Stock issued under other
   benefit plans                         178,162             -          4.4                -                                    4.4
  Stock canceled                          (3,581)            -         (0.1)               -                                   (0.1)
  Income tax benefit from
   stock option exercises                      -             -          2.7                -                                    2.7
                                     -----------        -------       ------           ------                               --------
Balance at December 31, 1998         173,368,384          17.3        321.5             701.6                               1,040.4
  Net income                                   -             -            -              89.5                                  89.5
  Minimum pension liability                    -             -            -                 -         $(2.3)                   (2.3)
  Unrealized gains on securities               -             -            -                 -           0.2                     0.2
                                                                                                                              -----
  Comprehensive income                         -             -            -                 -             -                    87.4
  Exercise of employee stock options     996,952           0.1          3.4                 -             -                     3.5
  Stock issued under other
   benefit plans                          82,187             -          0.7                 -             -                     0.7
  Stock canceled                         (26,184)            -         (0.3)                -             -                    (0.3)
  Income tax benefit from
   stock option exercises                      -             -          3.3                 -             -                     3.3
                                        --------         -----         -----             -----          ------              --------

Balance at December 31, 1999         174,421,339          17.4        328.6             791.1           (2.1)               1,135.0
  Net income                                   -             -            -             113.9              -                  113.9
  Minimum pension liability                    -             -            -                 -            0.8                    0.8
  Unrealized loss on securities                -             -            -                 -           (0.5)                  (0.5)
                                                                                                                            -------
   Comprehensive income                        -             -            -                 -              -                  114.2
  Exercise of employee stock options   1,608,160           0.2         13.9                 -              -                   14.1
  Stock issued under other
   benefit plans                           4,405             -          0.1                 -              -                    0.1
  Stock canceled                         (12,414)            -         (0.1)                -              -                   (0.1)
  Income tax benefit from
   stock option exercises                      -             -          7.6                 -              -                    7.6
                                     -----------          -----       ------             ------        -------              -------
Balance at December 31, 2000         176,021,490         $17.6       $350.1             $905.0         $(1.8)              $1,270.9
                                     ===========          =====       ======             ======        =======             ========

</TABLE>

          See notes to consolidated financial statements.

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Global
Marine Inc. and its majority-owned subsidiaries.  Intercompany accounts
and transactions have been eliminated.  Unless the context otherwise
requires, the term "Company" refers to Global Marine Inc. and its
consolidated subsidiaries.

Cash Equivalents

Cash equivalents consist of all highly liquid debt instruments with
remaining maturities of three months or less at the time of purchase.

Properties and Depreciation

RIGS AND DRILLING EQUIPMENT.  Capitalized costs of rigs and drilling
equipment include all costs incurred in the acquisition of capital
assets including allocations of interest costs incurred during periods
that assets are under construction or refurbishment.  Expenditures for
maintenance and repairs are charged to expense as incurred.  Costs of
property sold or retired and the related accumulated depreciation are
removed from the accounts; resulting gains or losses are included in
income.

Prior to January 1, 1999, jackup drilling rigs were depreciated over
lives of 25 years, with salvage values of $0.5 million per rig.
Semisubmersible drilling rigs and drillships, other than the GLOMAR
EXPLORER, were depreciated over lives ranging from 10 to 20 years, with
salvage values of $1.0 million per rig.  Effective January 1, 1999, the
Company increased the estimated useful lives of its jackups and
semisubmersibles to 30 years.  The effect of the change was to decrease
1999 depreciation expense by approximately $27.2 million.

The GLOMAR EXPLORER is being depreciated over the time that remained on
its 30-year lease as of the date it entered service following its
conversion to a drillship, or approximately 28 years, with no salvage
value.

Rigs and drilling equipment included $1.0 billion and $246.8 million of
assets recorded under capital leases at December 31, 2000 and 1999,
respectively.  Construction in progress at December 31, 1999, included
$628.5 million of assets subject to capital leases.  Accumulated
amortization of assets under capital leases totaled $36.2 million at
December 31, 2000, and $12.1 million at December 31, 1999.

OIL AND GAS PROPERTIES.  The Company uses the full-cost method of
accounting for oil and gas exploration and development costs.  Under
this method of accounting, the Company capitalizes all costs incurred in
the acquisition, exploration, and development of oil and gas properties
and amortizes such costs, together with estimated future development and
dismantlement costs, using the units-of-production method.

<PAGE>
Revenue Recognition

The Company's contract drilling business provides fully-crewed rigs to
customers on a daily-rate (i.e., "dayrate") basis.  Dayrate contracts
can be for a specified period of time or the time required to drill a
specified well or number of wells.  Revenues and expenses from dayrate
drilling operations, which are classified under contract drilling
services, are recognized on a per-day basis as the work progresses.
Lump-sum fees received as compensation for the cost of relocating
drilling rigs from one major operating area to another, whether received
up-front or upon termination of the drilling contract, are recognized as
earned, which is generally over the term of the related drilling
contract.

The Company also designs and executes specific offshore drilling or
well-completion programs for customers at fixed prices under short-term
"turnkey" contracts.  Revenues and expenses from turnkey contracts, which
are classified under drilling management services, are earned and recognized
upon completion of each contract using the completed contract method of
accounting.

Foreign Currency Transactions

The United States dollar is the functional currency for all of the
Company's operations.  Realized and unrealized foreign currency
transaction gains and losses are recorded in income.

The Company may be exposed to the risk of foreign currency exchange
losses in connection with its foreign operations.  Such losses are the
result of holding net monetary assets (cash and receivables in excess of
payables) denominated in foreign currencies during periods of a
strengthening U.S. dollar.  The Company attempts to lessen the impact of
exchange rate changes by requiring customer payments to be primarily in
U.S. dollars, by keeping foreign cash balances at minimal levels, and by
not speculating in foreign currencies.  The Company incurred a net
foreign currency transaction loss of $1.3 million in 2000, a net
transaction gain of $0.1 million in 1999, and a net transaction loss of
$0.6 million in 1998.

Income Taxes

The Company intends to permanently reinvest in its business outside the
United States the unremitted earnings of foreign subsidiaries not
otherwise subject to U.S. taxation.  As a result, the Company has not
provided for deferred federal income taxes on such unremitted foreign
earnings.

Stock-Based Compensation Plans

The Company accounts for its stock option and stock-based compensation
plans using the intrinsic-value method prescribed by Accounting
Principles Board ("APB") Opinion No. 25.  Accordingly, the Company
computes compensation cost for each employee stock option granted as the
amount by which the quoted market price of the Company's common stock on
the date of grant exceeds the amount the employee must pay to acquire
the stock.  The amount of compensation cost, if any, would be charged to
income over the vesting period.  With respect to performance-based stock
awards, under which the number of shares issued is dependent on the
attainment of certain long-term performance goals, compensation expense
is charged to income over the performance (vesting) period but is
adjusted for

<PAGE>
changes in the market price of the stock during the period.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions.  These estimates and assumptions affect the
carrying values of assets and liabilities and disclosures of contingent
assets and liabilities at the balance sheet date and the amounts of
revenues and expenses recognized during the period.  Actual results
could differ from such estimates.

NOTE 2 - INVESTMENTS

At December 31, 2000 and 1999, the Company had investments in debt
securities that were classified as held-to-maturity and carried at
amortized cost. The fair value of such investments at December 31 by
major type and by balance sheet classification are presented in the
following table:

<TABLE>
<CAPTION>
                                                   2000            1999
                                                   ----            ----
                                                       (In millions)
  <S>                                             <C>              <C>
  Commercial paper                                $101.0           $11.7
  Money market funds                                35.1            57.5
  Eurodollar time deposits                           1.4             0.3
  Repurchase agreements                              0.4             4.4
                                                  ------           ------
                                                  $137.9           $73.9
                                                  ======           ======

  Cash and cash equivalents                       $137.9           $73.6
  Other current assets                                 -             0.3
                                                  ------           ------
                                                  $137.9           $73.9
                                                  ======           ======
</TABLE>

The fair value of investments in debt securities approximated their
carrying value; therefore, there were no unrealized holding gains or
losses as of December 31, 2000 or 1999.  All investments in debt
securities at December 31, 2000 and 1999, had remaining maturities of
three months or less.

In addition, the Company had other investments in debt and equity
securities classified as available-for-sale held in connection with
certain nonqualified pension plans.  These investments, which were
included in other assets at December 31, are disclosed in the table
which follows:

<TABLE>
<CAPTION>
                                               2000                             1999
                                    ---------------------------    ----------------------------
                                            Unrealized     Fair             Unrealized     Fair
                                    Cost    Gain (Loss)   Value    Cost     Gain (Loss)   Value
                                    ----    ----------    -----    -----    ------------  -----
                                                          (In millions)
  <S>                              <C>        <C>         <C>      <C>         <C>        <C>
  Fixed-income mutual funds        $ 3.8      $(0.1)      $ 3.7    $ 4.3       $(0.1)     $ 4.2
  Equity mutual funds                3.5       (0.2)        3.3      3.5         0.3        3.8
                                   -----      -----       -----    -----       -----      -----
                                   $ 7.3      $(0.3)      $ 7.0    $ 7.8       $ 0.2      $ 8.0
                                   =====      =====       =====    =====       =====      =====

</TABLE>
<PAGE>

NOTE 3 - LONG-TERM DEBT

Long-term debt as of December 31 consisted of the following:
<TABLE>
<CAPTION>
                                                           2000            1999
                                                           ----            ----
                                                               (In millions)
<S>                                                       <C>             <C>
7-1/8% Notes due 2007, net of unamortized discount
    of $0.5 million at December 31, 2000 and 1999         $299.5          $299.5
7% Notes due 2028, net of unamortized discount of
    $3.5 million at December 31, 2000 and $3.7 million
    at December 31, 1999                                   296.5           296.3
Zero Coupon Convertible Debentures due 2020, net of
    unamortized discount of $294.7 million                 305.3               -
Commercial paper                                               -           235.9
Borrowings under bank credit facilities                        -           114.0
                                                          ------          ------
    Total long-term debt, including current maturities     901.3           945.7
Less current maturities                                        -             7.9
                                                          ------          ------
    Long-term debt                                        $901.3          $937.8
                                                          ======          ======
</TABLE>

In June 2000 the Company completed a private placement of Zero Coupon
Convertible Debentures due June 23, 2020, and received net proceeds of
$292.6 million after deduction for legal, accounting, and underwriting
fees.  The Company used the proceeds of the debentures, plus available
cash, to pay off outstanding commercial paper, which had been issued
primarily to finance construction of the GLOMAR C.R. LUIGS and GLOMAR
JACK RYAN drillships, and for general corporate purposes.

The convertible debentures were issued at a price of $499.60 per
debenture, which represents a yield to maturity of 3.5 percent per annum
to reach an accreted value at maturity of $1,000 per debenture.  The
Company has the right to redeem the debentures in whole or in part on or
after June 23, 2005, at a price equal to the issuance price plus accrued
original issue discount through the date of redemption.  Each debenture
is convertible into 12.2182 shares of Global Marine Inc. common stock
(7,330,920 total shares) at the option of the holder at any time prior
to maturity, unless previously redeemed.  Holders have the right to
require the Company to repurchase the debentures on June 23, 2005, June
23, 2010, and June 23, 2015, at a price equal to the accreted value
through the date of repurchase.  The Company may pay the repurchase
price with either cash or shares of the Company's common stock or a
combination of cash and shares of common stock.

The Company has a $240 million committed, unsecured revolving bank
credit facility expiring December 2002 and a commercial paper program
under which unsecured debt may be issued at rates generally more
favorable than under the bank credit facility.  Aggregate availability
for borrowings under the bank credit facility and commercial paper
program is $240 million.  As of December 31, 2000, there were no
borrowings under the $240 million facility or the commercial paper
program.  The weighted average interest rates applicable to borrowings
under bank credit facilities and the commercial paper program at
December 31, 1999, were 6.983 percent and 6.668 percent, respectively.

<PAGE>
No principal payments are required with respect to either the 7-1/8%
Notes or the 7% Notes prior to their final maturity date.  The Company
may redeem the 7-1/8% Notes and the 7% Notes in whole at any time, or in
part from time to time, at a price equal to 100 percent of the principal
amount thereof plus accrued interest, if any, to the date of redemption,
plus a premium, if any, relating to the then-prevailing Treasury Yield
and the remaining life of the notes.

The indentures relating to the Zero Coupon Convertible Debentures, 7-
1/8% Notes, and 7% Notes contain limitations on the Company's ability to
incur indebtedness for borrowed money secured by certain liens and to
engage in certain sale/leaseback transactions, among other things.  The
$240 million bank credit facility contains similar limitations, requires
the Company to maintain minimum levels of net worth and interest
coverage, and limits the Company's maximum debt as a percentage of
capitalization.

All of the Company's debt is unsecured and unsubordinated and ranked
equally in right of payment with all other unsecured and unsubordinated
indebtedness of the Company.


NOTE 4 - COMMITMENTS AND CONTINGENCIES

At December 31, 2000, the Company had under operating leases office
space and equipment with remaining terms ranging from approximately one
to five years.  Some of the leases may be renewed at the Company's
option, and some are subject to rent revisions based on the Consumer
Price Index or increases in building operating costs.  In addition, at
December 31, 2000, the Company had under capital lease the GLOMAR
EXPLORER drillship through 2026.  Total rent expense was $114.4 million
for 2000, $69.3 million for 1999, and $213.6 million for 1998.  Included
in rent expense was the rental of offshore drilling rigs used in the
Company's turnkey operations totaling $108.4 million for 2000, $63.0
million for 1999, and $207.1 million for 1998.

Future minimum rental payments with respect to the Company's lease
obligations as of December 31, 2000, were as follows:

<TABLE>
<CAPTION>
                                                       Capital         Operating
                                                        Lease            Leases
                                                       -------         ---------
                                                             (In millions)
   <S>                                                  <C>               <C>
   Year ended December 31:
     2001                                               $  1.8            $ 3.9
     2002                                                  1.8              3.2
     2003                                                  1.8              3.1
     2004                                                  1.8              3.0
     2005                                                  1.8              2.3
     Later years                                          37.0                -
                                                        ------            -----
   Total future minimum rental payments                   46.0            $15.5
                                                                          =====
   Less amount representing imputed interest             (26.9)
                                                        ------
   Present value of future minimum rental
      payments under capital lease                        19.1
   Less current portion included in accrued liabilities   (1.8)
                                                        ------
   Long-term capital lease obligation                    $17.3
                                                        ======
</TABLE>

<PAGE>
In 1998 the Company entered into fixed-price contracts with Harland and
Wolff Shipbuilding and Heavy Industries Limited (the "Shipbuilder")
totaling $315 million for the construction of two dynamically
positioned, ultra-deepwater drillships, the GLOMAR C.R. LUIGS and the
GLOMAR JACK RYAN, originally scheduled for delivery in the fourth
quarter of 1999 and first quarter of 2000, respectively.  Pursuant to
two 20-year, capital lease agreements, the Company subsequently novated
the construction contracts for the drillships to two financial
institutions (the "Lessors"), which now own the drillships and have
agreed to lease them to the Company.  The Company has deposited with
three large foreign banks (the "Payment Banks") amounts equal to the
progress payments that the Lessors were required to make under the
construction contracts, less a lease benefit of approximately $62
million. In exchange for the deposits, the Payment Banks have assumed
liability for making rental payments required under the leases, and have
legally released the Company as the primary obligor of such rental
payments. Accordingly, the Company has recorded no capital lease
obligations on its balance sheet with respect to the two drillships.

The Company acted as the Lessors' construction supervisor and has paid
on behalf of the Lessors, or provided for the Lessors' payment of, all
amounts it believes were required under the terms of the contracts,
including payments for all approved change orders.

In October 1999 the Company received a claim from the Shipbuilder
alleging breach of contract in connection with the Company's obligations
regarding design of the drillships, the timely delivery to the
Shipbuilder of owner-furnished equipment, and design change orders.  In
its claim, the Shipbuilder also requested additional compensation for
increases in the drillships' steel weight.  The amount of the
Shipbuilder's claim in excess of the contract price totals GBP 133
million ($192 million).  With the exception of a small portion of the
steel-weight claim, the Company believes that the claim is totally
without merit. The contracts provide that such claims are to be resolved
through arbitration in London.

Because the Company was concerned about the Shipbuilder's financial
viability and the satisfactory completion of the drillships in a timely
manner, in November 1999 the Company agreed to provide additional
funding to the Shipbuilder for completion of the two drillships in
exchange for certain assurances by the Shipbuilder and its parent, Fred.
Olsen Energy ASA (the "Funding Agreement").

Under the terms of the Funding Agreement, the Company released two cash
collateralized letters of credit, giving the Shipbuilder access to $40
million of its own funds.  In addition, the Company agreed to advance to
the Shipbuilder, without prejudice to any issues of liability under the
shipbuilding contracts, GBP 57 million above the drillships' $315
million contract price.  The Company also agreed to advance amounts
equal to half of subsequent cost overruns until the Company's total
advances under the Funding Agreement reached GBP 65 million.  As of
December 31, 2000, the Company had advanced GBP 63.9 million ($103.1
million) under the Funding Agreement, including GBP 6.9 million ($10.5
million) in connection with its share of cost overruns.  The Funding
Agreement provided that if the maximum advances of GBP 65 million were
made by the Company, the Shipbuilder's parent, Fred. Olsen Energy ASA,
would provide all additional funds necessary to keep the Shipbuilder
solvent and working in an expeditious and diligent manner and to enable
it to deliver the two completed drillships. In addition, the
Shipbuilder's parent agreed to pay, under certain circumstances, up to
GBP 3 million ($4.3 million) of the Shipbuilder's warranty on the two
drillships.  The GLOMAR C.R. LUIGS and the GLOMAR JACK RYAN began
operating under contract in April and December 2000, respectively.
<PAGE>

The Funding Agreement did not settle any portion of the Shipbuilder's
claim of GBP 133 million ($192 million).  The agreement provides that
the Shipbuilder will repay to the Company amounts advanced under the
Funding Agreement to the extent the amount of the advanced funds exceeds
any arbitration award in favor of the Shipbuilder and that the Company
will pay the Shipbuilder to the extent any arbitration award in favor of
the Shipbuilder exceeds the funds so advanced.  In view of the current
financial condition of the Shipbuilder, collection from the Shipbuilder
of any amounts to which the Company may be entitled under the Funding
Agreement is doubtful.

On August 1, 2000, the Company delivered notice to the Shipbuilder of
its intent to take possession of the GLOMAR JACK RYAN following the
Shipbuilder's failure to timely deliver the vessel in accordance with
the construction contract as amended by the Funding Agreement.
Following the Shipbuilder's refusal to grant possession of the vessel to
the Company, the Company filed an application for a mandatory injunction
with the London Commercial Court requesting that the Shipbuilder be
ordered to do so.  The Court granted the injunction on August 11, 2000,
on the condition that the Company post a bond in the amount of $100
million to secure the Shipbuilder's lien for the delivery installment in
the amount of $35.8 million, inclusive of $4.8 million for change orders
and shipyard expenses, and the unsecured balance of the Shipbuilder's
previously disclosed claims.

In September 2000 the Shipbuilder requested that the arbitration panel
consider whether the Company had an obligation to pay the final delivery
installment upon completion of the vessel even if the Shipbuilder was in
default of its obligation to deliver the vessel, as the Company
contends.  The arbitration panel determined that the contract did so
obligate the Company to make the final delivery installment and issued a
preliminary award requiring the payment to the Shipbuilder of $31.8
million of the $35.8 million contractual delivery installment.  The
Company appealed that decision to the Commercial Court in London and was
required to deposit the $31.8 million in the Registry of the Court.  In
November 2000 the Commercial Court overturned the decision of the
arbitration panel and ordered the release of the deposit from the
Commercial Court.  The Shipbuilder has now appealed that decision to the
Court of Appeals, which is scheduled to hear arguments in late March
2001.  If this issue is ultimately decided against the interest of the
Company, or if it is determined that the Shipbuilder was not in default
of its obligation to deliver the vessel, then the delivery installment
will have to be paid.  The net effect in that case will be that the
Company will have provided for the payment of the full contract price of
$315 million plus the cost of certain agreed change orders and related
expenses.  This price excludes amounts totaling $103.1 million that the
Company has advanced under the Funding Agreement.  The Company's
liability for the previously disclosed claims and the Company advances
under the Funding Agreement will be determined in the arbitration
proceedings that are currently underway in London.

In December 2000 the Company settled its dispute with a subsidiary of
Transocean Sedco Forex ("Transocean") with respect to a bareboat charter
agreement for the drilling rig, GLOMAR GRAND BANKS.  The Company had
assumed rights to the bareboat charter at the time it acquired ownership
of the rig in 1997.  At issue were (i) the date of termination of the
charter, (ii) the condition of the rig upon its return to the Company,
and (iii) the charterer's liability to pay additional dayrate. Under the
terms of the settlement, Transocean paid the Company $67.5 million in
cash in December 2000 and waived its claim against the Company in the
amount of $2.0 million. The Company applied $63.0 million of the
proceeds to reduce noncurrent accounts receivable with the remainder
recorded as a reduction of the Company's
<PAGE>

cost basis in the rig.

The Company and a number of other participants in the offshore contract
drilling business in the Gulf of Mexico are defendants in a purported
antitrust class action lawsuit filed in the federal district court in
Galveston, Texas.  The plaintiff alleges a conspiracy among the
defendants to depress wages and benefits paid to their offshore
employees.  The plaintiff seeks an unspecified amount of treble damages
and other relief on behalf of himself and an alleged class of offshore
workers.  While the Company vigorously denies these allegations and does
not expect that this matter will have a material adverse effect on its
business or financial position, results of operations or cash flows, the
Company cannot provide any assurance as to its outcome.

The Company is involved in various lawsuits resulting from personal
injury and property damage.  In the opinion of management, resolution of
these matters will not have a material adverse effect on the Company's
results of operations, financial position, or cash flows.


NOTE 5 - ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of the accumulated other comprehensive loss were as
follows:

<TABLE>
<CAPTION>
                                                                        Accumulated Other
                              Unrealized Gain    Minimum Pension         Comprehensive
                           (Loss) on Securities  Liability Adjustment         Loss
                           --------------------  --------------------   -----------------
                                                  (In millions)
<S>                               <C>                 <C>                   <C>
Balance at December 31, 1998      $   -               $    -                $    -
Net change for the year             0.2                 (2.3)                 (2.1)
                                  -----               ------                ------
Balance at December 31, 1999        0.2                 (2.3)                 (2.1)
Net change for the year            (0.5)                 0.8                   0.3
                                  -----               ------                ------
Balance at December 31, 2000      $(0.3)               $(1.5)               $ (1.8)
                                  =====               ======                ======

</TABLE>
NOTE 6 - FINANCIAL INSTRUMENTS

Concentrations of Credit Risk

The market for the Company's services and products is the offshore oil
and gas industry, and the Company's customers consist primarily of major
integrated international oil companies and independent oil and gas
producers.  The Company performs ongoing credit evaluations of its
customers and generally does not require material collateral.  The
Company maintains reserves for potential credit losses, and such losses
have been within management's expectations.

The Company had cash deposits concentrated primarily in five major banks
at December 31, 2000 and 1999.  In addition, the Company had commercial
paper, money-market funds, repurchase agreements, and Eurodollar time
deposits with a variety of financial institutions with strong credit
ratings.  As a result
<PAGE>

of the foregoing, the Company believes that credit risk in such
instruments is minimal.

Fair Values of Financial Instruments

The estimated fair value of the Company's $901.3 million carrying value
of long-term debt approximated $886.6 million at December 31, 2000.  At
December 31, 1999, the estimated fair value of the Company's $945.7
million carrying value of long-term debt was $896.3 million.  Fair
values were estimated based on prices of similar securities with
comparable maturities and credit risks.  The fair values of the
Company's cash equivalents, marketable securities, trade receivables,
and trade payables approximated their carrying values due to the short-
term nature of these instruments (see Note 2).


NOTE 7 - STOCK-BASED COMPENSATION PLANS

The Company has stock-based compensation plans under which it may grant
shares of the Company's common stock or options to purchase a fixed
number of shares of such stock.  Under one such plan for outside directors,
one half of each stock option grant becomes exercisable one year after the
grant date with the remainder exercisable after two years.  Under all other
plans, stock options become exercisable in increments of 25 percent each year
beginning one year after the grant date.  Stock options expire ten years
after the grant date and become exercisable in full if more than 50
percent of the Company's outstanding common stock is acquired by a
person or a single group of persons.  At December 31, 2000, there were
8,127,819 shares available for future grants under such plans.

Under certain plans, the Company may also grant shares of common stock
at nominal or no cost.  Under such plans, the Company has granted to
certain employees, at nominal or no cost, a variable number of shares of
common stock, the exact number being dependent on the Company's
attainment of certain long-term performance goals ("performance-based
stock awards").

Estimates of fair values of stock options and performance-based stock
awards on the grant dates in the disclosures which follow were computed
using the Black-Scholes option-pricing model based on the following
assumptions:

                                        2000          1999           1998
                                        ----          ----           ----

Expected price volatility range      53% to 56%    54% to 67%     49% to 53%
Risk-free interest rate range       5.9% to 6.7%  5.0% to 5.9%   4.4% to 5.7%
Expected dividends                      none          none           none
Expected life of stock options        5 years       5 years        5 years
Expected life of performance-based
   stock awards                       3 years       3 years        3 years

<PAGE>


Stock Options

A summary of the status of stock options granted is presented below:
<TABLE>
<CAPTION>
                                               Number
                                             Of Shares     Weighted Average
                                            Under Option   Exercise Price
<S>                                         <C>                 <C>
Shares under option at December 31, 1997     6,429,807           $8.01
   Granted                                   2,083,400          $23.27
   Exercised                                  (991,018)          $4.56
   Canceled                                   (139,100)         $19.96
                                            ----------

Shares under option at December 31, 1998     7,383,089          $12.55
   Granted                                   3,242,250           $9.65
   Exercised                                  (996,952)          $3.60
   Canceled                                   (164,926)         $18.15
                                            ----------

Shares under option at December 31, 1999     9,463,461          $12.40
   Granted                                   2,752,200          $22.02
   Exercised                                (1,608,160)          $8.84
   Canceled                                   (208,650)         $19.52
                                            ----------
Shares under option at December 31, 2000    10,398,851          $15.36
                                            ==========

Options exercisable at December 31,
   1998                                      3,972,889           $5.28
   1999                                      3,977,054           $9.05
   2000                                      4,025,764          $11.94
</TABLE>

All stock options granted in 1998 through 2000 had exercise prices equal
to the market price of the Company's common stock on the date of grant.
The weighted average per-share fair value of options as of the grant
date was $11.73 in 2000, $5.52 in 1999, and $11.54 in 1998.

<PAGE>


The following table summarizes information with respect to stock options
outstanding at December 31, 2000:
<TABLE>
<CAPTION>
                               Options Outstanding                       Options Exercisable
                    --------------------------------------------     ------------------------------
                                      Weighted
    Range of            Number        Average           Weighted         Number          Weighted
    Exercise          Outstanding     Remaining         Average         Exercisable      Average
     Prices           at 12/31/00  Contractual Life  Exercise Price    at 12/31/00     Exercise Price
   ----------         -----------  ----------------  --------------    ------------    --------------
<S>                   <C>              <C> <S>           <C>             <C>             <C>
$1.6875 to $3.8125       993,809       2.7 years          $2.99            993,809        $2.99
$4.125 to $7.6875      2,959,033       6.9 years          $6.89          1,017,346        $5.37
$9.3125 to $13.00        727,798       6.0 years         $10.51            580,848        $9.97
$14.5625 to $20.75     3,267,688       8.4 years         $19.26            566,663       $19.76
$24.9375 to $34.1875   2,450,523       7.8 years         $26.83            867,098       $26.13
                      ----------                                         ---------
                      10,398,851       7.1 years         $15.36          4,025,764       $11.94
                      ==========                                         =========

</TABLE>
Performance-Based Stock Awards

Under certain plans, the Company has offered shares of Company stock to
certain key employees at nominal or no cost to the employee.  The exact
number of shares that each employee will receive is dependent on Company
performance over three-year periods as measured against performance
goals with respect to net income and cash flow, among other measures.
The performance period applicable to each offer ends on December 31 of
the second full year following the year of the grant.  A summary of the
status of performance-based stock awards is presented in the table which
follows:

<TABLE>
<CAPTION>
                                                         2000      1999       1998
                                                         ----      ----       ----
   <S>                                                  <C>       <C>        <C>
   Number of contingent shares at beginning of year     496,884   446,356    428,668
     Granted                                            215,000   225,000    315,000
     Issued                                                   -   (82,187)  (178,162)
     Canceled                                          (280,496)  (92,285)  (119,150)
                                                        -------   -------    -------
   Number of contingent shares at end of year           431,388   496,884    446,356
                                                        =======   =======    =======

   Shares vested at December 31                               -         -     97,479
   Fair value at grant date                              $19.32    $10.54     $24.94
</TABLE>

PRO FORMA DISCLOSURES

As discussed in Note 1 under "Stock-Based Compensation Plans," the
Company accounts for its stock-based compensation plans under APB
Opinion No. 25.  Accordingly, no compensation cost has been recognized
for any of the Company's outstanding stock options, all of which have
exercise prices equal to the market price of the stock on the date of
grant.  The amount of compensation cost included in income for the
Company's performance-based stock awards was $3.4 million in 2000, $1.0
million in 1999, and a credit of $1.2 million in 1998.  Had compensation
cost for the Company's stock-based compensation plans been determined
based on fair values as of the dates of grant, the Company's net
<PAGE>

income and earnings per share would have been reported as follows:

<TABLE>
<CAPTION>
                                                       2000           1999           1998
                                                       ----           ----           ----
                                                        (In millions, except per share amounts)
   <S>                         <S>                   <C>             <C>            <C>
   Net income:                 As reported           $113.9          $89.5          $223.3
                               Pro forma             $101.5          $79.6          $215.0

   Basic earnings per share:   As reported            $0.65           $0.51         $ 1.29
                               Pro forma              $0.58           $0.46         $ 1.24

   Diluted earnings per share: As reported            $0.64           $0.51         $ 1.27
                               Pro forma              $0.57           $0.45         $ 1.22
</TABLE>

The pro forma figures in the preceding table may not be representative
of pro forma amounts in future years.


NOTE 8 - RETIREMENT PLANS

Pensions

The Company has defined benefit pension plans covering all of its U.S.
employees and a portion of its non-U.S. employees.  For the most part,
benefits are based on the employee's length of service and average
earnings for the five highest consecutive calendar years of compensation
during the last fifteen years of service.  Substantially all benefits
are paid from funds previously provided to trustees.  The Company is the
sole contributor to the plans, and its funding objective is to fund
participants' benefits under the plans as they accrue, taking into
consideration future salary increases.  The components of net periodic
pension benefit cost were as follows:

<TABLE>
<CAPTION>
                                                        2000         1999       1998
                                                        ----         ----       ----
                                                                (In millions)
  <S>                                                  <C>          <C>        <C>
  Service cost - benefits earned during the period     $ 4.5        $ 4.7      $ 4.4
  Interest cost on projected benefit obligation          7.5          6.9        6.5
  Expected return on plan assets                        (8.9)        (7.4)      (6.7)
  Recognized actuarial loss                              0.8          1.8        1.5
                                                       -----        -----      -----
   Net periodic pension benefit cost                   $ 3.9        $ 6.0      $ 5.7
                                                       =====        =====      =====
</TABLE>

<PAGE>
The following table shows the changes in the projected benefit
obligation and assets for all plans for the year ended December 31 and a
reconciliation of the plans' funded status at year end.

<TABLE>
<CAPTION>
                                                           2000        1999
                                                           ----        ----
                                                            (In millions)
<S>                                                       <C>         <C>
Change in projected benefit obligation:
  Projected benefit obligation at beginning of year       $102.3      $107.0
  Service cost                                               4.5         4.7
  Interest cost                                              7.5         6.9
  Actuarial gain                                            (0.1)      (13.1)
  Benefits paid                                             (4.7)       (3.2)
                                                          ------      ------
     Projected benefit obligation at end of year           109.5       102.3
                                                          ------      ------

Change in plan assets:
  Fair value of plan assets at beginning of year            97.1        81.0
  Actual return on plan assets                              (6.4)       14.4
  Employer contributions                                     5.9         4.9
  Benefits paid                                             (4.7)       (3.2)
                                                          ------      ------
   Fair value of plan assets at end of year                 91.9        97.1
                                                          ------      ------

Reconciliation of funded status:
  Funded status at end of year                             (17.6)       (5.2)
  Unrecognized net loss                                     17.5         2.7
                                                          ------      ------
   Net amount recognized                                 $  (0.1)    $  (2.5)
                                                          ======      ======

Amounts recognized in the balance sheet consist of:
  Prepaid benefit cost                                   $   8.4     $   5.9
  Accrued benefit liability                                (10.8)      (10.7)
  Accumulated other comprehensive loss                       2.3         2.3
                                                          ------      ------
   Net amount recognized                                 $  (0.1)    $  (2.5)
                                                          ======      ======
</TABLE>

The following table provides information related to those plans that
were underfunded as of December 31.  In the table, the projected benefit
obligation ("PBO") is the actuarially computed present value of earned
benefits based on service to date and includes the estimated effect of
future salary increases. The accumulated benefit obligation ("ABO") is
the actuarially computed present value of earned benefits based on
service to date, but differs from the PBO in that it is based on current
salary levels.

<TABLE>
<CAPTION>
                                                    2000           1999
                                                  -------        -------
                                                       (In millions)
  <S>                                             <C>            <C>
  Projected benefit obligation                    $  11.5        $  12.9
  Accumulated benefit obligation                  $  10.5        $  10.6
  Fair value of plan assets                       $     -        $     -
</TABLE>
<PAGE>

The Company has established grantor trusts to provide funding for
benefits payable under certain nonqualified plans.  Assets in the
trusts, which are irrevocable and can only be used to pay such benefits,
with certain exceptions, are excluded from plan assets in the preceding
tables in accordance with Statement of Financial Accounting Standards
No. 87, "Employers' Accounting for Pensions."  The fair market value of
such assets was $7.0 million at December 31, 2000, and $8.0 million at
December 31, 1999. (See Note 2.)

The expected long-term rate of return on plan assets used to compute
pension cost was 9.0 percent for 2000, 1999, and 1998.  The assumed rate
of increase in future compensation levels was 6.0 percent for 2000 and
1999, and 5.6 percent for 1998.  The discount rate used to compute the
projected benefit obligation was 7.5 percent for 2000 and 1999, and 6.75
percent for 1998.

The Company has a defined contribution savings plan in which
substantially all of the Company's U.S. employees are eligible to
participate.  Company contributions to the savings plan are based on the
amount of employee contributions.  Effective July 1, 1998, the Company
increased its matching contribution to 100 percent of each participant's
first six percent of compensation contributed to the plan.  Charges to
expense with respect to this plan totaled $3.9 million for 2000, $3.6
million for 1999, and $2.2 million for 1998.

Other Postretirement Benefits

The Company provides term life insurance to retirees and, for a period
generally ending two years following retirement, health care benefits to
retirees and their covered dependents.  Generally, employees who have
reached the age of 55 and have rendered a minimum of five years of
service are eligible for such retirement benefits.  For the most part,
health care benefits are contributory while life insurance benefits are
non-contributory.  Liabilities for postretirement health care and life
insurance benefits are not material to the Company's results of
operations or financial position.


NOTE 9 - RESTRUCTURE COSTS

In the first quarter of 2000, the Company implemented a restructuring
designed to streamline its organization and improve efficiency.  The
restructuring involved a workforce reduction of approximately 89
positions, a consolidation of administrative offices in Houston and
Europe, and closure of a materials control facility in Houston.  The
employee functions affected were primarily corporate support in nature
and included materials control, engineering, accounting, and information
technology, among others. Approximately 80 percent of the affected
positions were located in Houston, and the remaining 20 percent were
located in Europe. The Company recorded a $5.2 million pretax charge in
the first quarter of 2000 in connection with the restructuring,
consisting of $4.3 million for employee severance costs and $0.9 million
for office and facility closures.  Cash payments for severance are being
paid over various periods generally ranging from six weeks to twelve
months from the date of termination, based on salary and length of
service. Cash payments in 2000 under the restructuring totaled $3.2
million, consisting of $3.0 million for employee severance and $0.2
million for facility closures.
<PAGE>

NOTE 10 - INCOME TAXES

Income before income taxes was comprised of the following:

<TABLE>
<CAPTION>
                                                     2000         1999           1998
                                                     ----         ----           ----
                                                             (In millions)

<S>                                                 <C>          <C>            <C>
United States                                       $103.4       $ 38.1         $ 61.9
Foreign                                               51.9         77.2          222.2
                                                    ------       ------         ------
  Income before income taxes                        $155.3       $115.3         $284.1
                                                    ======       ======         ======
</TABLE>

The provision for income taxes consisted of the following:
<TABLE>
<CAPTION>
                                                     2000         1999           1998
                                                     ----         ----           ----
                                                             (In millions)
<S>                                                 <C>          <C>             <C>
Current - Foreign                                   $ 11.2       $  8.0          $15.8
        - U.S. federal                                 1.2         (4.6)           2.2
        - State                                          -            -            0.5
                                                    ------       ------         ------
                                                      12.4          3.4           18.5

Deferred - U.S. federal                               31.2         22.4           42.3
         - Foreign                                    (2.2)           -              -
                                                    ------       ------         ------
                                                      29.0         22.4           42.3
                                                    ------       ------         ------
    Provision for income taxes                      $ 41.4       $ 25.8         $ 60.8
                                                    ======       ======         ======
</TABLE>

A reconciliation of the differences between taxes on income before
extraordinary item computed at the United States federal statutory rate
of 35 percent and the Company's reported provision for income taxes
follows:
<TABLE>
<CAPTION>
                                                         2000            1999              1998
                                                         ----            ----              ----
                                                                   ($ in millions)

<S>                                                    <C>             <C>                <C>
Income tax provision at statutory rate                 $ 54.4          $ 40.4             $ 99.4
Taxes on foreign earnings at less than the U.S. rate     (9.7)          (18.6)             (38.2)
Permanent differences                                    (0.1)           (1.3)               0.6
Other, net                                               (3.2)            5.3               (1.0)
                                                       ------          ------             ------
    Provision for income taxes                         $ 41.4          $ 25.8             $ 60.8
                                                       ======          ======             ======

    Effective tax rate                                    27%             22%                21%
                                                       ======          ======             ======
</TABLE>

The Company intends to permanently reinvest in its business outside the
United States the unremitted earnings of foreign subsidiaries not
otherwise subject to U.S. taxation.  As a result, the Company has not
provided for deferred U.S. federal income taxes on $263.5 million of
cumulative unremitted foreign earnings at December 31, 2000.  It is not
practicable to estimate the amount of deferred income tax expense
associated with these unremitted earnings.
<PAGE>

Deferred tax assets and liabilities are recorded in recognition of the
expected future tax consequences of events that have been recognized in
the Company's financial statements or tax returns.  The significant
components of the Company's deferred tax assets and liabilities as of
December 31 were as follows:

<TABLE>
<CAPTION>
                                                                2000       1999
                                                                ----       ----
                                                                 (In millions)
<S>                                                            <C>        <C>
Deferred tax assets:
  Net operating loss carryforwards                             $206.8     $208.4
  Tax credit carryforwards                                       15.5       14.6
  Accrued expenses not currently deductible                      10.6        8.7
  Other                                                          12.5       10.9
                                                               ------     ------
                                                                245.4      242.6
  Less:  Valuation allowance                                    (40.7)     (36.6)
                                                               ------     ------
    Deferred tax assets, net of valuation allowance             204.7      206.0

Deferred tax liabilities:
  Depreciation and depletion for tax in excess of book expense  127.3      106.8
  Tax benefit transfers                                           7.3        8.5
                                                               ------     ------
    Total deferred tax liabilities                              134.6      115.3
                                                               ------     ------
    Net future income tax benefit recognized in consolidated
      balance sheet                                           $  70.1     $ 90.7
                                                               ======     ======
</TABLE>


The Company has established a valuation allowance primarily due to the
uncertainty of realizing certain net operating loss ("NOL") and other
carryforwards.  The net increase in the valuation allowance from 1999 to
2000 was primarily due to an increase in non-expiring NOL carryforwards
in Trinidad and Tobago, offset somewhat by a partial release of United
Kingdom valuation allowance and the expiration of U.S. tax credits
carried forward.

At December 31, 2000, the Company had $498.8 million of U.S. NOL
carryforwards and $15.5 million of non-expiring alternative minimum tax
credit carryforwards, which can be used to reduce the Company's U.S.
federal income taxes payable in future years.  The U.S. NOL
carryforwards expire as follows:

<TABLE>
<CAPTION>
                                              (In millions)
  <S>                                             <C>
  Year ended December 31:
           2005                                   $320.6
           2006                                     82.8
           2007                                     19.6
           2008                                     34.1
           2009                                     18.8
           2019                                     22.9
                                                  ------
                                                  $498.8
                                                  ======

</TABLE>
In addition, at December 31, 2000, the Company had $86.6 million and
$17.8 million of non-expiring NOL carryforwards in the United Kingdom
and Trinidad and Tobago, respectively.
<PAGE>


The Company's ability to realize the benefit of its deferred tax asset
requires that the Company achieve certain future earnings levels prior
to the expiration of its NOL carryforwards.  The Company could be
required to record an additional valuation allowance against the future
tax benefit of its NOL carryforwards if market conditions deteriorate
and future earnings are below, or projected to be below, its current
estimates.

The Company's U.S. NOL carryforwards are subject to review and potential
disallowance by the Internal Revenue Service ("IRS") upon audit of the
Company's federal income tax returns.  Sections 382 and 383 of the
Internal Revenue Code of 1986, as amended, may impair the future
availability of the NOL carryforwards if there is a change in ownership
of more than 50 percent of the Company's common stock.  This limitation,
if it applied, would limit the utilization of the NOL in each taxable
year to an amount equal to the product of the federal long-term tax-
exempt bond rate prescribed monthly by the IRS and the fair market value
of all the Company's stock at the time of the ownership change.  The
Company believes that it has not undergone a greater-than-50-percent
ownership change and that its carryforwards are currently available for
utilization without limitation.


NOTE 11 - EARNINGS PER SHARE

A reconciliation of the numerators and denominators of the basic and
diluted per-share computations for net income follows:

<TABLE>
<CAPTION>
                                                2000             1999         1998
                                                ----             ----         ----
                                            ($ in millions, except per share amounts)

<S>                                       <C>            <C>            <C>
Net income (numerator):                        $113.9         $ 89.5         $223.3
                                               ======         ======         ======

Shares (denominator):
    Shares - Basic                        175,339,730    173,991,869    173,040,584
    Effect of employee stock options        4,003,353      2,782,710      2,744,611
                                          -----------    -----------    -----------
    Shares - Diluted                      179,343,083    176,774,579    175,785,195
                                          ===========    ===========    ===========

Earnings per share:
    Basic                                      $ 0.65         $ 0.51         $ 1.29
    Diluted                                    $ 0.64         $ 0.51         $ 1.27

</TABLE>

The computation of diluted earnings per share excludes outstanding stock
options with exercise prices greater than the average market price of
the Company's common stock for the year, because the inclusion of such
options would be antidilutive.  The number of antidilutive options that
were excluded from diluted earnings per share and could potentially
dilute basic earnings per share in the future were 918,257 shares in
2000, 3,413,487 shares in 1999, and 2,766,227 shares in 1998.  In
addition, diluted earnings per share for 2000 excludes 7,330,920
potentially dilutive shares issuable upon conversion of the Company's
Zero Coupon Convertible Debentures because the inclusion of such shares
would be antidilutive given the level of net income for 2000.
<PAGE>


As discussed in Note 3, holders of the Zero Coupon Convertible
Debentures have the right to require the Company to repurchase the
debentures on June 23, 2005, June 23, 2010, and June 23, 2015.  The
Company may pay the repurchase price with either cash or shares of the
Company's common stock or a combination thereof.  The Company does not
anticipate using common stock to satisfy any such future purchase
obligation.


Note 12 - SEGMENT AND GEOGRAPHIC INFORMATION

The Company has three lines of business, each organized along the basis
of services and products and each with a separate management team.  The
Company's three lines of business are reported as separate operating
segments and consist of contract drilling, drilling management services,
and oil and gas.  The Company's contract drilling business provides fully-
manned, mobile offshore drilling rigs to oil and gas operators on a
daily-rate basis and is also referred to as dayrate drilling.  The
drilling management services  business, also referred to as turnkey
drilling, designs, develops, and executes specific offshore drilling
programs and delivers a logged or loggable hole to an agreed depth for a
guaranteed price.  The Company's oil and gas business participates in
exploration and production activities.

The Company evaluates and measures segment performance on the basis of
operating income.  Segment operating income is inclusive of intersegment
revenues.  Such revenues, which have been eliminated from the
consolidated totals, are recorded at transfer prices which are intended
to approximate the prices charged to external customers.  Segment
operating income consists of revenues less the related operating costs
and expenses and excludes interest expense, interest income, and
corporate expenses.  Segment assets consist of all current and long-
lived assets, exclusive of affiliate receivables and investments.

Information by operating segment, together with reconciliations to the
consolidated totals, is presented in the following table:
<PAGE>

<TABLE>
<CAPTION>
                                       Drilling
                         Contract      Management                                  Eliminations
                         Drilling       Services       Oil and Gas    Corporate     and Other   Consolidated
                         --------      ----------      -----------    ---------    ------------ ------------
                                                           (In millions)
<S>                      <C>            <C>              <C>           <C>            <C>          <C>
Revenues from
  external customers
   2000                   $584.1        $435.6           $ 20.1                                    $1,039.8
   1999                    507.7         275.0              8.3                                       791.0
   1998                    742.4         416.0              3.8                                     1,162.2

Intersegment revenues
   2000                      5.1          10.0                -                       $(15.1)             -
   1999                     10.0           7.2                -                        (17.2)             -
   1998                     11.3           5.5                -                        (16.8)             -

Total revenues
   2000                    589.2         445.6             20.1                        (15.1)       1,039.8
   1999                    517.7         282.2              8.3                        (17.2)         791.0
   1998                    753.7         421.5              3.8                        (16.8)       1,162.2

Operating Income
   2000                    184.5          21.6             12.2         $(24.6)         (5.2)(1)      188.5
   1999                    153.5          13.3              2.0          (25.5)            -          143.3
   1998                    361.7         (30.7)             0.3          (20.8)            -          310.5

Depreciation, depletion,
   and amortization
   2000                    100.3           0.2              4.5            2.0             -          107.0
   1999                     83.1           0.2              3.6            1.9             -           88.8
   1998                    100.3           0.3              1.6            1.7             -          103.9

 Capital expenditures
   2000                    175.9           0.2              0.3            1.4             -          177.8
   1999                    442.5           0.1              4.1            1.4             -          448.1
   1998                    627.9           0.1              7.8            1.9             -          637.7

Segment assets
   2000                  2,105.9          59.9             14.8          216.2             -        2,396.8
   1999                  2,014.0          41.7             15.1          193.7             -        2,264.5
_____________

(1)   Restructure costs are discussed in Note 9.
</TABLE>


No single customer accounted for more than ten percent of consolidated
revenues for 2000, 1999, or 1998.

Revenues and assets by geographic area in the tables which follow were
attributed to countries based on the physical location of the assets.
The mobilization of rigs among geographic areas has affected area
revenues and long-lived assets over the periods presented.
<PAGE>

Revenues from external customers by geographic areas were as follows:
<TABLE>
<CAPTION>

                                                      2000          1999         1998
                                                   -------       -------      -------
                                                               (In millions)

   <S>                                             <C>           <C>          <C>
   United Kingdom                                  $  107.5      $  148.6     $  182.7
   Nigeria                                             42.6          57.0         38.1
   Trinidad and Tobago                                 28.1          15.0         28.0
   Other foreign countries                            130.7         153.9        294.6
                                                   --------      --------     --------
     Total foreign revenues                           308.9         374.5        543.4
   United States                                      730.9         416.5        618.8
                                                   --------      --------     --------
     Total revenues                                $1,039.8      $  791.0     $1,162.2
                                                   ========      ========     ========
</TABLE>

Long-lived assets by geographic areas, based on their location at
December 31, were as follows:

<TABLE>
<CAPTION>
                                                        2000           1999
                                                        ----           ----
                                                           (In millions)

  <S>                                                <C>           <C>
  Trinidad and Tobago                                $  415.6      $    15.8
  United Kingdom                                        176.6          195.4
  Nigeria                                                19.1          244.4
  Other foreign countries                               291.9          318.6
                                                      -------        -------
     Total foreign long-lived assets                    903.2          774.2
  United States                                       1,036.9          462.2
                                                      -------        -------
     Total productive assets                          1,940.1        1,236.4
  Construction in progress - United Kingdom                 -          632.2
                                                      -------        -------
     Total long-lived assets                         $1,940.1       $1,868.6
                                                      =======        =======
</TABLE>

<PAGE>

CONSOLIDATED SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
(In millions, except per share data)

<TABLE>
<CAPTION>
                                       2000                                       1999
                      --------------------------------------     -----------------------------------------
                      Fourth    Third     Second     First       Fourth     Third      Second      First
                      Quarter   Quarter   Quarter    Quarter     Quarter    Quarter    Quarter     Quarter
                      -------   -------   -------    -------     -------    -------    -------     -------
<S>                    <C>       <C>       <C>        <C>         <C>        <C>        <C>         <C>
Revenues               $332.4    $272.0    $231.3     $204.1      $198.7     $168.6     $195.7      $228.0

Operating income         61.9      54.6      49.2       22.8        18.5       25.1       44.9        54.8

Net income               40.9      32.3      28.1       12.6        10.7       13.8       28.2        36.8

Earnings per common
share:
   Basic                 0.23      0.18      0.16       0.07         0.06      0.08       0.16        0.21
   Diluted               0.23      0.18      0.16       0.07         0.06      0.08       0.16        0.21

Price ranges of
   common stock:
   High                31-3/4        34     29-7/8   26-5/16      17-7/16     19-1/2    16-1/8      12-1/2
   Low                 21-15/16      25     20-7/8   15-5/16      14-3/8      15        10-1/2      7-9/16


</TABLE>
The Company did not declare any dividends on its common stock in either
2000 or 1999.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders of Global Marine Inc.

Our audits of the consolidated financial statements referred to in our
report dated February 16, 2001, appearing in the 2000 Annual Report on
Form 10-K of Global Marine Inc. and subsidiaries also included an
audit of the financial statement schedule listed in Item 14(a)(2) of
this Form 10-K.  In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated
financial statements.

/s/ PricewaterhouseCoopers LLP


Houston, Texas
February 16, 2001
<PAGE>

<TABLE>
<CAPTION>
               GLOBAL MARINE INC. AND SUBSIDIARIES
         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                          (In millions)


                                                      Additions
                                               ------------------------
                               Balance at      Charged to    Charged to                   Balance
                               Beginning       Costs and       Other                       at End
     Description                 of Year       Expenses       Accounts     Deductions      of Year
     -----------               ----------      ----------    ----------    ----------     ---------
<S>                              <C>            <C>            <C>           <C>           <C>
Year ended December 31, 2000:
  Allowance for doubtful
     accounts receivable         $   6.6        $  0.6         $   -         $  2.5        $   4.7
  Deferred tax asset valuation
     allowance                      36.6           9.0             -            4.9           40.7

Year ended December 31, 1999:
  Allowance for doubtful
     accounts receivable (1)      $ 13.7        $  1.8         $   -         $  8.9        $   6.6
  Deferred tax asset valuation
     allowance                      48.7             -             -           12.1           36.6

Year ended December 31, 1998:
  Allowance for doubtful
     accounts receivable (1)      $  2.8        $ 12.2         $   -         $  1.3        $  13.7
  Deferred tax asset valuation
     allowance                      32.9          15.8             -              -           48.7


_____________
(1)At December 31, 1999, $4.1 million of the allowance for doubtful
accounts was classified as current, and $2.5 million was classified as
long-term.  At December 31, 1998, $4.2 million was classified as
current, and $9.5 million was classified as long-term.
</TABLE>

<PAGE>
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Not applicable.


                             PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

As permitted by General Instruction G, the information called for by
this item with respect to the Company's directors, and the information
required by this item and Item 405 of Regulation S-K with respect to
filings under Section 16 of the 1934 Securities Exchange Act, is
incorporated by reference from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A within 120 days after
the end of the last fiscal year.  Information with respect to the
Company's executive officers required by Item 401 of Regulation S-K is
set forth in Part I of this Annual Report on Form 10-K under the
caption "Executive Officers of the Registrant."


ITEM 11.  EXECUTIVE COMPENSATION

As permitted by General Instruction G, the information called for by
this item is incorporated by reference from the Company's definitive
proxy statement to be filed pursuant to Regulation 14A within 120 days
after the end of the last fiscal year.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

As permitted by General Instruction G, the information called for by
this item is incorporated by reference from the Company's definitive
proxy statement to be filed pursuant to Regulation 14A within 120 days
after the end of the last fiscal year.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As permitted by General Instruction G, the information called for by
this item is incorporated by reference from the Company's definitive
proxy statement to be filed pursuant to Regulation 14A within 120 days
after the end of the last fiscal year.
<PAGE>

                             PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

                                                               Page
(a) Financial Statements, Schedules and Exhibits

   (1)   Financial Statements
           Report of Independent Accountants                    26
           Consolidated Statement of Income                     27
           Consolidated Balance Sheet                           28
           Consolidated Statement of Cash Flows                 30
           Consolidated Statement of Shareholders' Equity       31
           Notes to Consolidated Financial Statements           32
   (2)   Financial Statement Schedule
           Report of Independent Accountants                    53
           Schedule II - Valuation and Qualifying Accounts      54

        Schedules other than Schedule II are omitted for the reason
    that they are not applicable.

   (3)  Exhibits

        The following are included as exhibits to this Annual Report
    on Form 10-K and are filed herewith unless otherwise
    indicated.  Exhibits incorporated by reference are so
    indicated by parenthetical information.

3(i).1  Restated Certificate of Incorporation of the Company as filed
        with the Secretary of State of Delaware on March 15, 1989,
        effective March 16, 1989.  (Incorporated herein by this
        reference to Exhibit 3(i).1 of the Registrant's Annual Report
        on Form 10-K for the year ended December 31, 1993.)

3(i).2  Certificate of Amendment of the Restated Certificate of
        Incorporation of the Company as filed with the Secretary of
        State of Delaware on May 11, 1990.  (Incorporated herein by
        this reference to Exhibit 3(i).2 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1993.)

3(i).3  Certificate of Correction of the Restated Certificate of
        Incorporation of the Company as filed with the Secretary of
        State of Delaware on September 25, 1990.   (Incorporated
        herein by this reference to Exhibit 3(i).3 of the
        Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1993.)

3(i).4  Certificate of Amendment of the Restated Certificate of
        Incorporation of the Company as filed with the Secretary of
        State of Delaware on May 11, 1992.  (Incorporated herein by
        this reference to Exhibit 3(i).4 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1993.)

3(i).5  Certificate of Amendment of the Restated Certificate of
        Incorporation of the Company as
<PAGE>
        filed with the Secretary of State of Delaware on May 12, 1994.
        (Incorporated herein by this reference to Exhibit 4.5 of the
        Registrant's Registration Statement on Form S-3 (No. 33-53691)
        filed with the Commission on May 18, 1994.)

3(ii).1 By-laws of the Company as amended through February 23, 1999.
        (Incorporated herein by this reference to Exhibit 3(ii).2 of
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1998.)

    4.1 Section II-7 of the By-laws of the Company as amended
        February 23, 1999.  (Incorporated herein by this reference to
        Exhibit 4.1 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1998.)

    4.2 Indenture dated as of September 1, 1997, between Global
        Marine Inc. and Wilmington Trust Company, as Trustee,
        relating to Debt Securities of the Registrant.  (Incorporated
        herein by this reference to Exhibit 4.1 of the Registrant's
        Registration Statement on Form S-4 (No. 333-39033) filed with
        the Commission on October 30, 1997.)

    4.3 Form of 7-1/8% Exchange Note Due 2007.  (Incorporated herein
        by this reference to Exhibit 4.4 of Amendment No. 1 to the
        Registrant's Registration Statement on Form S-4 (No. 333-
        39033) filed with the Commission on February 3, 1998.)

    4.4 Terms of 7-1/8% Notes Due 2007.  (Incorporated herein by this
        reference to Exhibit 4.5 of the Registrant's Registration
        Statement on Form S-4 (No. 333-39033) filed with the
        Commission on October 30, 1997.)

    4.5 Form of 7% Note Due 2028.  (Incorporated herein by this
        reference to Exhibit 4.2 of the Registrant's Current Report
        on Form 8-K dated May 20, 1998.)

    4.6 Terms of 7% Note Due 2028.  (Incorporated herein by this
        reference to Exhibit 4.1 of the Registrant's Current Report
        on Form 8-K dated May 20, 1998.)

    4.7 First Supplemental Indenture between Global Marine Inc. and
        Wilmington Trust Company, as Trustee, dated as of June 23,
        2000, to Indenture dated September 1, 1997.  (Incorporated
        herein by this reference to Exhibit 4.2 of the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended June 30,
        2000.)

    4.8 Registration Rights Agreement between Global Marine Inc. and
        Credit Suisse First Boston dated June 23, 2000.
        (Incorporated herein by this reference to Exhibit 4.3 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 2000.)

    4.9 Form of Zero Coupon Convertible Debentures Due June 23, 2020.
        (Incorporated herein by this reference to Exhibit 4.4 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 2000.)

   10.1 Second Amended and Restated Credit Agreement among Global
        Marine Inc., Various Lending Institutions, and Bankers Trust
        Company, as Administrative Agent, Societe Generale, Southwest
        Agency, as Documentation Agent, and Skandinaviska Enskilda
        Banken AB (publ) and Den Norske Bank ASA, New York Branch, as
        Co-Agents, dated
<PAGE>
        as of December 9, 1997.  (Incorporated herein by reference
        to Exhibit 99.3 of Amendment No.1 to the Registrant's
        Registration Statement on Form S-4 (No. 333-39033) filed with
        the Commission on February 3, 1998.)

   10.2 First Amendment to Credit Agreement and Loan Documents, dated
        as of November 23, 1998, among Global Marine Inc., Various
        Lending Institutions, Bankers Trust Company, as
        administrative agent, Skandinaviska Enskilda Banken AB (publ)
        and Den Norske Bank ASA, New York Branch, as co-agents, and
        Societe Generale, Southwest Agency, as documentation agent.
        (Incorporated herein by this reference to Exhibit 10.2 of the
        Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1998.)

   10.3 Second Amendment to Credit Agreement and Loan Documents,
        dated as of April 23, 1999, among Global Marine Inc., Various
        Lending Institutions, Bankers Trust Company, as
        administrative agent, Skandinaviska Enskilda Banken AB (publ)
        and Den Norske Bank ASA, New York Branch, as co-agents, and
        Societe Generale, Southwest Agency, as documentation agent.
        (Incorporated herein by this reference to Exhibit 10.5 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 1999.)

  10.4  Letter Agreement dated as of June 4, 1999, between Global
        Marine Inc. and Societe Generale.  (Incorporated herein by
        this reference to Exhibit 10.7 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended June 30, 1999.)

  10.5  Loan Agreement dated as of June 4, 1999, between Global
        Marine Inc. and Altair Funding Corporation.  (Incorporated
        herein by this reference to Exhibit 10.8 of the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended June 30,
        1999.)

  10.6  Commercial Paper Dealer Agreement 4(2) Program between Global
        Marine Inc., as Issuer, and Merrill Lynch Money Markets Inc.,
        as Dealer, dated as of July 27, 1999.  (Incorporated herein
        by this reference to Exhibit 10.1 of the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended September
        30, 1999.)

  10.7  Commercial Paper Dealer Agreement 4(2) Program between Global
        Marine Inc., as Issuer, and Goldman, Sachs & Co., as Dealer,
        dated as of July 27, 1999.  (Incorporated herein by this
        reference to Exhibit 10.2 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended September 30,
        1999.)

  10.8  Bareboat Charter Agreement, dated July 2, 1996, between the
        United States of America and Global Marine Capital
        Investments Inc.  (Incorporated herein by this reference to
        Exhibit 10.1 of the Registrant's Current Report on Form 8-K
        dated August 1, 1996.)

  10.9  Shipbuilding Contract dated 27 February 1998 relating to Hull
        No. 1739 between Harland and Wolff Shipbuilding and Heavy
        Industries Limited and Global Marine International Services
        Corporation.  (Incorporated herein by this reference to
        Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-
        Q for the quarter ended March 31, 1998.)

 10.10  Novation Agreement dated 9th December 1998 by and among
        Harland and Wolff Shipbuilding and Heavy Industries Limited,
        Global Marine International Drilling
<PAGE>
        Corporation, Global Marine Leasing Corporation and Global Marine Inc.
        relating to Shipbuilding Contract dated 27 February 1998 for
        construction of deepwater drillship Hull No. 1739.  (Incorporated
        herein by this reference to Exhibit 10.8 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1998.)

  10.11 Novation Agreement dated 9th December 1998 by and among
        Harland and Wolff Shipbuilding and Heavy Industries Limited,
        Nelstar Leasing Company Limited, Global Marine International
        Drilling Corporation and Global Marine Leasing Corporation
        relating to Shipbuilding Contract dated 27 February 1998 for
        the construction of deepwater drillship Hull No. 1739.
        (Incorporated herein by this reference to Exhibit 10.9 of the
        Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1998.)

  10.12 Head Lease Agreement dated 8th December 1998 by and between
        Nelstar Leasing Company Limited, as lessor, and Global Marine
        Leasing Corporation, as lessee, relating to a Glomar Hull 456
        class deepwater drillship to be constructed by Harland and
        Wolff Shipbuilding and Heavy Industries Ltd. with hull number
        1739 (t.b.n. "GLOMAR C.R. LUIGS").  (Incorporated herein by
        this reference to Exhibit 10.10 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1998.)

  10.13 Guarantee and Indemnity dated 8th December 1998 by and
        between Global Marine Inc., as guarantor, and Nelstar Leasing
        Company Limited, as lessor.  (Incorporated herein by this
        reference to Exhibit 10.11 of the Registrant's Annual Report
        on Form 10-K for the year ended December 31, 1998.)

  10.14 Shipbuilding Contract dated 28 March 1998 relating to Hull
        No. 1740 between Harland and Wolff Shipbuilding and Heavy
        Industries Limited and Global Marine International Services
        Corporation.  (Incorporated herein by this reference to
        Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-
        Q for the quarter ended March 31, 1998.)

  10.15 Novation Agreement dated 9th December 1998 by and among
        Harland and Wolff Shipbuilding and Heavy Industries Limited,
        BMBF (No. 12) Limited and Global Marine International
        Drilling Corporation relating to Shipbuilding Contract dated
        28 March 1998 for the construction of deepwater drillship
        Hull No. 1740.  (Incorporated herein by this reference to
        Exhibit 10.13 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1998.)

  10.16 Head Lease Agreement dated 8th December 1998 by and between
        BMBF (No. 12) Limited, as lessor, and Global Marine
        International Drilling Corporation, as lessee, relating to
        one double hulled, dynamically positioned ultra-deepwater
        Glomar class 456 drillship to be constructed by Harland and
        Wolff Shipbuilding and Heavy Industries Ltd. with hull number
        1740.  (Incorporated herein by this reference to Exhibit
        10.14 of the Registrant's Annual Report on Form 10-K for the
        year ended December 31, 1998.)

  10.17 Deed of Guarantee and Indemnity dated 8th December 1998 by
        and between Global Marine Inc., as Guarantor, and BMBF (No.
        12) Limited, as Lessor.  (Incorporated herein by this
        reference to Exhibit 10.15 of the Registrant's Annual Report
        on Form 10-K for the year ended December 31, 1998.)
<PAGE>

 10.18  Amendment to Shipbuilding Contract, dated 19 November 1999,
        between Global Marine International Drilling Corporation for and on
        behalf of Nelstar Leasing Company Limited, and Harland and Wolff
        Shipbuilding and Heavy Industries Limited.  (Incorporated herein by
        this reference to Exhibit 99.1 of the Registrant's Current Report on
        Form 8-K dated November 23, 1999.)

 10.19  Amendment to Shipbuilding Contract, dated 19 November
        1999, between Global Marine International Drilling
        Corporation for and on behalf of BMBF (NO.12) Limited,
        and Harland and Wolff Shipbuilding and Heavy
        Industries Limited.  (Incorporated herein by this
        reference to Exhibit 99.2 of the Registrant's Current
        Report on Form 8-K dated November 23, 1999.)

 10.20  Agreement, dated 19 November 1999, between Fred. Olsen
        Energy ASA, Global Marine International Drilling
        Corporation for and on behalf of Nelstar Leasing
        Company Limited, and Global Marine International
        Drilling Corporation acting on its own behalf.
        (Incorporated herein by this reference to Exhibit 99.3
        of the Registrant's Current Report on Form 8-K dated
        November 23, 1999.)

 10.21  Agreement, dated 19 November 1999, between Fred. Olsen
        Energy ASA, Global Marine International Drilling
        Corporation for and on behalf of BMBF (NO.12) Limited,
        and Global Marine International Drilling Corporation
        acting on its own behalf.  (Incorporated herein by
        this reference to Exhibit 99.4 of the Registrant's
        Current Report on Form 8-K dated November 23, 1999.)

 10.22  Guarantee, dated 19 November 1999, by Global Marine
        Inc. in favor of Harland and Wolff Shipbuilding and
        Heavy Industries Limited, with respect to obligations
        of the owner of the Glomar C.R. Luigs.  (Incorporated
        herein by this reference to Exhibit 99.5 of the
        Registrant's Current Report on Form 8-K dated November
        23, 1999.)

 10.23  Guarantee, dated 19 November 1999, by Global Marine
        Inc. in favor of Harland and Wolff Shipbuilding and
        Heavy Industries Limited, with respect to obligations
        of the owner of the Glomar Jack Ryan.  (Incorporated
        herein by this reference to Exhibit 99.6 of the
        Registrant's Current Report on Form 8-K dated November
        23, 1999.)

*10.24  Amended and Restated Employment Agreement dated as of
        December 16, 1999, among the Company, Global Marine Corporate
        Services Inc., and Robert E. Rose.  (Incorporated herein by
        this reference to Exhibit 10.28 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1999.)

*10.25  Letter Employment Agreement dated May 6, 1999, among the
        Company, Global Marine Corporate Services Inc., and C.
        Russell Luigs.  (Incorporated herein by this reference to
        Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-
        Q for the quarter ended June 30, 1999.)

*10.26  Form of Severance Agreement dated December 15, 1999, between
        the Company and six executive officers, respectively.
        (Incorporated herein by this reference to Exhibit 10.30 of
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1999.)

<PAGE>
*10.27  Global Marine Inc. 1989 Stock Option and Incentive Plan.
        (Incorporated herein by this reference to Exhibit 10.6 of the
        Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1988.)

*10.28  First Amendment to Global Marine Inc. 1989 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.6 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1990.)

*10.29  Second Amendment to Global Marine Inc. 1989 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.7 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1991.)

*10.30  Third Amendment to Global Marine Inc. 1989 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.19 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1993.)

*10.31  Fourth Amendment to Global Marine Inc. 1989 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.16 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1994.)

*10.32  Fifth Amendment to Global Marine Inc. 1989 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-
        Q for the quarter ended June 30, 1996.)

*10.33  Sixth Amendment to Global Marine Inc. 1989 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.18 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1996.)

*10.34  Global Marine 1998 Stock Option and Incentive Plan.
        (Incorporated herein by this reference to Exhibit 10.1 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1998.)

*10.35  First Amendment to Global Marine 1998 Stock Option and
        Incentive Plan.  (Incorporated herein by this reference to
        Exhibit 10.2 of the Registrant's Quarterly Report on Form
        10-Q for the quarter ended June 30, 2000.)

*10.36  Form of Performance Stock Memorandum dated March 12, 1999,
        regarding conditional opportunity to acquire Company stock
        granted to eight executive officers, respectively.
        (Incorporated herein by this reference to Exhibit 10.1 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 1999.)

*10.37  Form of Performance Stock Memorandum dated February 22, 2000,
        regarding conditional opportunity to acquire Company stock
        granted to seven executive officers, respectively.
        (Incorporated herein by this reference to Exhibit 10.1 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended March 31, 2000.)

*10.38  Form of Performance Stock Memorandum dated February 27, 2001,
        regarding conditional opportunity to acquire Company stock
        granted to seven executive officers, respectively.
<PAGE>

*10.39  Form of Notice of Grant of Stock Options (Non-Qualified Stock
        Options).  (Incorporated herein by this reference to
        Exhibit 10.33 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1998.)

*10.40  Form of Notice of Grant of Stock Options (Incentive Stock
        Options).  (Incorporated herein by this reference to Exhibit 10.34
        of the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1998.)

*10.41  Executive Life Insurance Plan.  (Incorporated herein by this
        reference to Exhibit 10.5 of the Registrant's Annual Report
        on Form 10-K for the year ended December 31, 1988.)

*10.42  Global Marine Inc. Executive Supplemental Retirement Plan of
        1990 (Incorporated herein by this reference to Exhibit 10.8
        of the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1990), as amended by First Amendment
        thereto (Incorporated herein by this reference to Exhibit
        10.1 of the Registrant's Quarterly Report on Form 10-Q for
        the quarter ended March 31, 1997).

*10.43  Second Amendment to Global Marine Executive Supplemental
        Retirement Plan of 1990.  (Incorporated herein by this
        reference to Exhibit 10.37 of the Registrant's Annual Report
        on Form 10-K for the year ended December 31, 1998.)

*10.44  Global Marine Executive Deferred Compensation Trust as
        established effective January 1, 1995 (Incorporated herein by
        this reference to Exhibit 10.24 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1995), as
        amended by First Amendment thereto (Incorporated herein by
        this reference to Exhibit 10.2 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended March 31, 1997).

*10.45  Second Amendment and Appointment of Successor Trustee Under
        the Global Marine Executive Deferred Compensation Trust dated
        as of June 1, 1999, by and between Global Marine Corporate
        Services Inc. and SEI Trust Company.  (Incorporated herein by
        this reference to Exhibit 10.2 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended June 30, 1999.)

*10.46  Global Marine Benefit Equalization Retirement Plan effective
        January 1, 1990.  (Incorporated herein by this reference to
        Exhibit 10.8 of the Registrant's Annual Report on Form 10-K
        for the year ended December 31, 1989.)

*10.47  Global Marine Benefit Equalization Retirement Trust as
        established effective January 1, 1990.  (Incorporated herein
        by this reference to Exhibit 10.9 of the Registrant's Annual
        Report on Form 10-K for the year ended December 31, 1989.)

*10.48  First Amendment and Appointment of Successor Trustee Under
        the Global Marine Benefit Equalization Retirement Trust dated
        as of June 1, 1999, by and between Global Marine Corporate
        Services Inc. and SEI Trust Company.  (Incorporated herein by
        this reference to Exhibit 10.3 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended June 30, 1999.)

*10.49  Form of Indemnification Agreement entered into between the
        Company and each of its directors and officers.
        (Incorporated herein by this reference to Exhibit 10.52 of
        the Registrant's Annual Report on Form 10-K for the year
        ended December 31, 1999.)
<PAGE>

*10.50  Resolution dated August 11, 1999, regarding Directors' Fees
        and Expense Reimbursement.  (Incorporated herein by this
        reference to Exhibit 10.3 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended September 30,
        1999.)

*10.51  Global Marine Inc. 1990 Non-Employee Director Stock Option
        Plan.  (Incorporated herein by this reference to Exhibit
        10.18 of the Registrant's Annual Report on Form 10-K for the
        year ended December 31, 1991.)

*10.52  First Amendment to Global Marine Inc. 1990 Non-Employee
        Director Stock Option Plan. (Incorporated herein by this
        reference to Exhibit 10.1 of the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended June 30, 1995.)

*10.53  Second Amendment to Global Marine Inc. 1990 Non-Employee
        Director Stock Option Plan.  (Incorporated herein by this
        reference to Exhibit 10.37 of the Registrant's Annual Report
        on Form 10-K for the year ended December 31, 1996.)

*10.54  Global Marine Non-Employee Director Restricted Stock Plan.
        (Incorporated herein by this reference to Exhibit 10.1 of the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended June 30, 2000.)

*10.55  Global Marine Inc. 2001 Management Incentive Award Plan.

  21.1  List of Subsidiaries.

  23.1  Consent of PricewaterhouseCoopers LLP, Independent
        Accountants.

  99.1  Commitment and Authorization for the Exercise of Global
        Marine Inc. Stock Options and Sale of Stock, by Robert E.
        Rose, the Registrant's Chairman, President and CEO, executed
        February 6, 2001, for the purpose of establishing a plan to
        sell stock of the Registrant in accordance with Rule 10b5-1
        under the Securities Exchange Act of 1934.

---------------------------
*  Management contract or compensatory plan or arrangement.

    The Company hereby undertakes, pursuant to Regulation S-K, Item
    601(b), paragraph (4) (iii), to furnish to the Securities and
    Exchange Commission on request agreements defining the rights of
    holders of long-term debt of the Company and its consolidated
    subsidiaries not filed herewith in accordance with said Item.

(b) Reports on Form 8-K

    The Company did not file any Current Reports on Form 8-K during
  the last quarter of 2000.
<PAGE>

                SIGNATURES REQUIRED FOR FORM 10-K

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            GLOBAL MARINE INC.
                                            (REGISTRANT)

Date: March 7, 2001                          By:  W. MATT RALLS
                                                --------------------
                                                 (W. Matt Ralls)
                                                 Senior Vice President
                                                 and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

    Signature                     Title                               Date
    ---------                     -----                               ----

ROBERT E. ROSE     Chairman, President, Chief Executive Officer   March 7, 2001
-------------------  and Director (Principal Executive Officer)
(Robert E. Rose)

W. MATT RALLS            Senior Vice President and                March 7, 2001
-------------------       Chief Financial Officer
(W. Matt Ralls)        (Principal Financial Officer)

DOUGLAS C. STEGALL      Vice President and Controller             March 7, 2001
-------------------     (Principal Accounting Officer)
(Douglas C. Stegall)

EDWARD A. BLAIR                  Director                         March 7, 2001
-------------------
(Edward A. Blair)

THOMAS CASON                     Director                         March 7, 2001
-------------------
(Thomas Cason)

JOHN M. GALVIN                   Director                         March 7, 2001
-------------------
(John M. Galvin)

C.R. LUIGS                       Director                         March 7, 2001
-------------------
(C.R. Luigs)

E.R. MULLER                      Director                         March 7, 2001
-------------------
(E.R. Muller)

PAUL J. POWERS                   Director                         March 7, 2001
-------------------
(Paul J. Powers)

B.G. STREETMAN                   Director                         March 7, 2001
-------------------
(B.G. Streetman)

CARROLL W. SUGGS                 Director                         March 7, 2001
-------------------
(Carroll W. Suggs)

JOHN WHITMIRE                    Director                         March 7, 2001
-------------------
(John Whitmire)