EXHIBIT 10.18



                        GLOBAL MARINE INC.

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




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


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

     (a)  The date of the Offer is February 20, 1996.

     (b)  The Offeree is               .

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

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

     (e)  The term of the Offer shall expire at the close of
          business at the Company's principal executive office in
          Houston, Texas, on February 21, 1996; from and after
          that time, if the Offer has not been accepted before
          that time as provided in this Agreement, neither the
          Offeree nor the Company shall have any rights or
          obligations under this Agreement.


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


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


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


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


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


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


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


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


                                    GLOBAL MARINE INC.


                                    By:

ACCEPTED for       shares:



          (Offeree)