EXHIBIT 10.37

GLOBAL MARINE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN OF 1990

SECOND AMENDMENT

     Global Marine Inc. ("the "Company") established the Global
Marine Executive Supplemental Retirement Plan of 1979 (the "Prior
Plan") for the purpose of providing a method of attracting mid-
career executives for key positions within top management by
supplementing the retirement benefit under the Global Marine
Retirement Plan for Employees and any other retirement plan. 
Effective May 9, 1990, the Prior Plan was amended and restated in
its entirety as the Global Marine Executive Supplemental Retirement
Plan of 1990 (as subsequently amended, the "Plan"), and Global
Marine Corporate Services Inc. ("GMCSI") was substituted for the
Company as Plan sponsor with the Company guaranteeing all benefits
under the Plan.  The Plan was subsequently amended by the First
Amendment thereto.  The Company and GMCSI, in the exercise of the
power under Section 3.2 of the Plan to amend the Plan, do by these
presents further amend the Plan, effective February 1, 1999, as
follows:

7.   Section 2.8 of the Plan is hereby amended in its entirety to
     read as follows:

     "2.8      VESTING OF BENEFITS AND FORFEITURE OF
     BENEFITS:  On and after the date a participant becomes
     entitled to receive, or to then terminate employment and
     receive, Normal Retirement Benefits or Early Retirement
     Benefits under the Plan, such benefits shall be deemed to
     be vested.  A participant who terminates employment with
     the Employers prior to the earlier of (a) both attainment
     of age fifty-five (55) and completion of five years of
     employment with the Employers or (b) attainment of age
     sixty-five (65), will not be entitled to a benefit under
     the Plan.  Notwithstanding anything in the Plan to the
     contrary, however, a participant who has completed five
     years of employment with the Employers and terminates
     employment with the Employers before attainment of age
     fifty-five (55) due to death or disability shall, as of
     the date of such termination, be deemed vested in and
     become entitled under the Plan to Normal Retirement
     Benefits commencing at any time on or after his Normal
     Retirement Date or Early Retirement Benefits commencing
     at any time on or after he attains or would have attained
     age fifty-five (55).  The determination of whether a
     participant has terminated employment due to death or
     disability shall be made by the Compensation Committee of
     the Company's Board of Directors in its sole and absolute
     discretion."

1.   A new Section 2.9 is hereby added to Article II of the Plan to
     read as follows:

     "2.9      DEATH BENEFITS: A participant shall be
     entitled to a death benefit payable to the participant's
     surviving spouse, if any, pursuant to the provisions of
     this Section 2.9 if the participant (i) terminates
     service due to death with a right to a vested retirement
     benefit pursuant to Section 2.8, or (ii) terminates
     service due to disability with a right to a vested
     retirement benefit pursuant to Section 2.8, but dies
     prior to the date benefits commence under this Plan.  The
     death benefit payable hereunder shall be actuarially
     adjusted using the actuarial assumptions applicable to
     survivor benefits under the other retirement plans
     sponsored by the Employers and shall be paid out in the
     same form and at the same time or times as such other
     plan benefits." 

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

     Except as expressly amended hereby, the Plan shall remain in
full force and effect and is hereby ratified and confirmed in all
respects.

     IN WITNESS WHEREOF, GMCSI and the Company have caused these
presents to be executed by their duly authorized officers this 23rd
day of February 1999.

     GLOBAL MARINE CORPORATE       GLOBAL MARINE INC.
       SERVICES INC.


     By: S/JAMES L. MCCULLOCH      By: S/THOMAS R. JOHNSON
     James L. McCulloch            Thomas R. Johnson
     Vice President                Vice President