EXHIBIT 10.38




TO:        ___________________      DATE:   ___________ 2001

FROM:      ___________________

SUBJECT:   Performance Stock

In order to provide incentive compensation specifically directed
toward the achievement of long term performance goals, you have
been granted a conditional right to receive as many as ______
shares of Global Marine common stock.  The company will issue and
deliver to you none, some or all of these shares at the time of
the first regular meeting of the company's board of directors in
2004, depending on the extent to which the performance objectives
set forth in the attached terms and conditions have been
achieved.

This grant amounts to an incremental opportunity to earn
significant compensation, provided that we are able to achieve
the ambitious targets established for relative total shareholder
return and cumulative net income over the period 2001-2003.
These long term performance goals were established by the
Compensation Committee of the board of directors and are designed
so the management team wins if the company's stockholders win.

The attachment contains the terms and conditions of your grant
under this incentive arrangement.  I look forward to working with
you in an effective mutual effort to assure that the target goals
are more than accomplished.




Attachment

<PAGE>
                                                       Form 1C(4)
                                                           (2-01)
                        GLOBAL MARINE INC.

                      TERMS AND CONDITIONS
                                OF
                     PERFORMANCE STOCK GRANT
                  (Performance Period 2001-2003)

     GLOBAL MARINE INC. (the "Company"), desiring to afford you a
conditional right to receive shares of the Company's common
stock, $.10 par value per share (the "Common Stock"), as added
incentive to achieve the long-term objectives of the Company and
its subsidiaries, has established the following terms and
conditions under which it will issue and deliver shares of Common
Stock to you under the Global Marine 1998 Stock Option and
Incentive Plan (the "Plan").

     1.   CONDITIONAL RIGHT TO RECEIVE SHARES.  At the time of the
     first regular meeting of the Company's board of directors
     held in 2004, the Company will issue and deliver shares of
     the Common Stock to you, up to the full number of shares
     stated in the first paragraph of the cover page of this
     memorandum (the "Shares"), subject to the terms and
     conditions outlined in this memorandum and the terms and
     conditions of the Plan as amended from time to time in
     accordance with its terms.

     2.   NUMBER OF SHARES TO BE ISSUED AND DELIVERED.  A percentage
     of the total number of Shares stated in the first paragraph
     of the cover page of this memorandum will be issued and
     delivered to you, depending on actual performance of the
     Company and its subsidiaries during the period 2001-2003 as
     measured against the long-term performance goals of Relative
     Total Shareholder Return and Cumulative Net Income (the
     "Performance Goals"), which were established by the
     Compensation Committee of the Company's board of directors
     (the "Compensation Committee"). The percentage will be
     determined according to the following grid.  The exact
     percentage of your recommended award earned under each
     Performance Goal will be calculated based on straight-line
     interpolation between the percentages shown on the grid.
<TABLE>
<CAPTION>
                                              Percent of Recommended Award Earned
     Performance           Weighting           25%              75%               100%
     Measurement            Factor

<S>                               <C>      <S>            <S>                <S>
Relative Total Shareholder
Return 2001-2003 (1)              50%      Peer Median    Peer 75th Pctile   Peer Maximum
Cumulative Net Income 2001-2003   50%        $575 MM          $750 MM           $925 MM


(1) Versus performance of peer group companies: Global Marine
Inc., Transocean Offshore Drilling, Inc., Diamond Offshore
Drilling, Inc., Rowan Companies, ENSCO International Inc., Nabors
Industries Inc., Noble Drilling Corp., Santa Fe International
Corporation.
</TABLE>


3.  NON-TRANSFERABLE.  You may not transfer your right to
    receive Shares under this memorandum other than by will or
    by the laws of descent and distribution.

4.  TERMINATION OF EMPLOYMENT.  You will not be entitled to
    receive any of the Shares after termination of your
    employment with the Company and its subsidiaries unless such
    termination is by reason of early retirement not objected to
    by the Compensation Committee, normal retirement, disability
    or death, or unless your employment with the Company and its
    subsidiaries is terminated by the Company or any such
    subsidiary other than for cause (to mean acts of misconduct
    harmful to
 <PAGE>
    the Company, inadequate performance or incompetence).
    If your employment is terminated by reason
    of early retirement not objected to by the Compensation
    Committee, normal retirement or disability, or by the
    Company or any of its subsidiaries other than for cause, the
    number of Shares that the Company would otherwise issue and
    deliver to you at the time of the Company's first regular
    board meeting held in 2004 will be prorated based on your
    months of employment completed during the period 2001-2003
    compared to 36 months, and the Company will issue and
    deliver to you or your legal representative or
    representatives, at the time of said board meeting, a
    reduced number of Shares based on such proration.  If your
    employment is terminated by reason of your death, the total
    number of Shares stated in the first paragraph of the cover
    page of this memorandum will be multiplied by 50% and the
    resulting number will be prorated based on your months of
    employment completed during the period 2001-2003 compared to
    36 months, and the Company will issue and deliver to the
    appropriate person or persons named under your last will and
    testament or determined under applicable intestate laws, as
    soon as practicable following your death, a reduced number
    of Shares based on such multiplication and proration.
    Termination of your "employment" with the Company and its
    subsidiaries will be deemed to occur at the close of
    business on the earliest of (i) the last day on which you
    are assigned to a position with the Company or any of its
    subsidiaries for the purpose of performing your occupation,
    in the case of termination by reason of your early or normal
    retirement, disability or death, (ii) the last day of the
    period during which you are entitled to receive salary
    continuation under any agreement, policy, plan or other
    arrangement with the Company or any of its affiliates, in
    the case of any termination entitling you to such salary
    continuation, (iii) the last day of an approved leave of
    absence if you do not resume the performance of your
    occupation for the Company or any of its subsidiaries on or
    before the next business day, and (iv) the last day on which
    you are assigned to a position with the Company or any of
    its subsidiaries for the purpose of performing your
    occupation in any other case.  For purposes of this
    paragraph, the term "disability" shall mean any physical or
    mental condition which totally and permanently prevents you
    from engaging in any substantial gainful activity, as
    reasonably determined in good faith by the Compensation
    Committee.

5.  ADJUSTMENTS.  Except as provided in the following paragraph,
    if outstanding shares of the class then subject to the
    conditional right to receive Shares outlined herein are
    increased, decreased, changed into or exchanged for a
    different number or kind of shares or securities of the
    Company through reorganization, recapitalization,
    reclassification, stock dividend, stock split or reverse
    stock split, then there will be substituted for each Share
    then subject to such right and for each share upon which any
    of the Performance Goals are then based the number and class
    of shares or securities into or for which each share of the
    class subject to such right shall be so changed or
    exchanged.  Such adjustments will become effective on the
    effective date of any such transaction; except that in the
    event of a stock dividend or of a stock split effected by
    means of a stock dividend or distribution, such adjustments
    will become effective immediately after the record date
    therefor.

    Upon a dissolution or liquidation of the Company, or upon a
    reorganization, merger or consolidation of the Company with
    one or more corporations as a result of which the Company is
    not the surviving company, your right to acquire Shares and
    the obligations of the Company hereunder will terminate,
    unless provision is made in writing in connection with such
    transaction for the assumption of such obligations, or the
    substitution for such obligations of similar obligations
    involving the stock of a successor employer corporation, or
    a parent or subsidiary thereof, with appropriate adjustments
    as to the conditions thereof and the number and kind of
    Shares and prices, in which event your right to acquire
    Shares and the obligations of the Company hereunder will
    continue in the manner and under the terms so provided.

    Adjustments under this Section 5 will be made by the
    Compensation Committee, whose determination as to what
    adjustments will be made, and the extent thereof, will be
    final, binding and
<PAGE>
    conclusive.  No fractional shares of stock will be issued
    pursuant to any right to receive Shares hereunder or in
    connection with any adjustment contemplated herein.

6.  LIMITATION.  You will not be entitled to the privileges of
    stock ownership in respect of any of the Shares until they
    have been issued and delivered pursuant to the terms and
    conditions of this memorandum and the Plan.

7.  REQUIREMENTS OF LAW AND STOCK EXCHANGES.  Your right to
    acquire the Shares and the issuance and delivery of the
    Shares will be subject to compliance with all applicable
    requirements of law.  In addition, the Company will not be
    required to issue or deliver any certificate or certificates
    for any of the Shares prior to the admission of such Shares
    to listing on notice of issuance on any stock exchange on
    which shares of the same class are then listed.

    By accepting receipt of any of the Shares as contemplated
    herein, you will be representing and agreeing for yourself
    and your transferees by will or by the laws of descent and
    distribution that, unless a registration statement under the
    Securities Act of 1933, as amended (the "Securities Act"),
    is in effect as to the Shares received, any and all Shares
    so acquired will be acquired for investment and not for sale
    or distribution, and each such acquisition will be
    accompanied by a representation and warranty in writing,
    signed by the person entitled to make such acquisition, that
    the Shares are being so acquired in good faith for
    investment and not for sale or distribution.  In the event
    the Company's legal counsel, at the Company's request,
    advises it that registration of the acquired Shares under
    the Securities Act is required prior to issuance thereof,
    the Company will not be required to issue or deliver the
    Shares unless and until such legal counsel advises it that
    such registration has been completed or is not required.

    By accepting receipt of any of the Shares, you also will be
    representing and agreeing for yourself and your transferees
    by will or the laws of descent and distribution that if you
    are an officer of the Company or any other person who might
    be deemed an "affiliate" of the Company under the Securities
    Act at the time any Shares that have been acquired are
    proposed to be sold, you or they will not sell such Shares
    (a) without giving thirty days advance notice in writing to
    the Company, and (b) until the Company has advised you or
    them that such sale may be made without registration under
    the Securities Act or, if such registration is required,
    that such registration has been effected.

8.  RESTRICTIONS ON SHARE TRANSFER BY CERTAIN PERSONS.  Until
    six months have elapsed after the date of the Company's
    unconditional issuance of Shares to you, you may not
    transfer such Shares in a transaction that would constitute
    a "sale" under Section 16 of the Securities Exchange Act of
    1934, as amended (the "Exchange Act"), if you are at the
    time of the sale a person subject to the provisions of
    Section 16 of the Exchange Act.

9.  WAGE WITHHOLDING AND EMPLOYMENT TAXES.  Your acquisition of
    any of the Shares as outlined herein may result in ordinary
    income at the time of acquisition.  Such ordinary income
    will be subject to both wage withholding and employment
    taxes, and the Company or your employer may be required to
    effect such withholding and/or deduct such taxes.  Except as
    set forth below, you may make an irrevocable election to
    satisfy, in whole or in part, your obligation to reimburse
    the Company or your employer for such taxes (an "Election")
    by (i) making a cash payment to the Company, (ii) having the
    Company deduct the required amount from any cash
    compensation that the Company or any of its subsidiaries may
    owe you, (iii) surrendering your right to acquire either a
    specified number of the Shares or Shares having a specified
    value, in each case with a value not in excess of your
    related tax liability, (iv) tendering shares previously
    issued pursuant to the Plan or other shares of the Company's
    common stock owned by you, or (v) combining any or all of
    the foregoing in any fashion; provided, however, that, if
    you are at the time the withholding obligation arises a person
<PAGE>
    subject to the provisions of Section 16 of the
    Exchange Act, you must satisfy such obligation by
    surrendering your right to acquire such number of Shares as
    will have a value sufficient to satisfy such obligation, but
    not in excess of such liability.  The Compensation Committee
    may disapprove of any Election or suspend or terminate the
    right to make Elections at any time or from time to time.
    All withheld or surrendered Shares and other shares tendered
    in payment will be valued at their Fair Market Value on the
    date the withholding obligation arises.  "Fair Market Value"
    with regard to stock of the Company on a particular date
    shall mean the average of the high and low quotations at
    which the stock is traded on that particular date as
    reported in the "NYSE-Composite Transactions" section of the
    Southwest Edition of The Wall Street Journal for that date
    (corrected for obvious typographical errors), or, if no
    prices are quoted for that date, on the last preceding date
    for which such prices of shares of stock are so quoted.  In
    the event "NYSE-Composite Transactions" cease to be reported
    as such, or in the event that the Company's stock is no
    longer quoted on the New York Stock Exchange, an appropriate
    substitute published stock quotation system will be selected
    by the Compensation Committee, consistent with appropriate
    regulatory provisions.

10. CONTINUED EMPLOYMENT AND FUTURE GRANTS.  Neither the
    granting to you of a right to receive stock nor the other
    arrangements outlined herein give you the right to remain in
    the employ of the Company or any of its subsidiaries or to
    be selected to receive similar or identical grants in the
    future.

11. GLOBAL MARINE 1998 STOCK OPTION AND INCENTIVE PLAN, THE
    BOARD AND THE COMMITTEE.  The conditional right to receive
    Shares outlined in this memorandum has been granted to you,
    and any issuance and delivery of Shares will be made, under
    and pursuant to the Plan as the same shall have been amended
    from time to time in accordance with its terms.  The
    decision of the Company's board of directors or the
    Committee on any questions concerning the interpretation or
    administration of the Plan or any matters covered in this
    memorandum will be final and conclusive.  No amendment to
    the Plan or decision of the board or the Committee will
    deprive you, without your consent, of any rights hereunder.

    A copy of the Plan in its present form is available at the
    Company's principal office for inspection during business
    hours by you or other persons who may be entitled to acquire
    any of the Shares as contemplated herein.

References in this Exhibit A to "this memorandum" (and indirect
references such as "hereof," "hereunder" and "herein") refer to
the attached cover page of this memorandum and this Exhibit A,
each of which constitutes an integral part of this memorandum.