EXHIBIT 4.1

                       GLOBAL MARINE INC.
                  SECTION II-7 OF THE BY-LAWS

SECTION II-7 BUSINESS TO BE CONDUCTED AND NOMINATIONS:  (a) At any
special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall
have been set forth in the notice relating to the meeting.

     (b)  At any annual meeting of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of
the corporation who is a stockholder of record at the time of the
giving of such stockholder's notice provided for in this paragraph
(b), who shall be entitled to vote at such meeting, and who
complies with the requirements of this paragraph (b) and as shall
otherwise be proper subjects for stockholder action and shall be
properly introduced at the meeting.  For a proposal to be properly
brought before an annual meeting by a stockholder, in addition to
any other applicable requirements, the stockholder must have given
timely advance notice thereof in writing to the Secretary of the
corporation.  To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive
offices of the corporation no earlier than the 120th day nor later
than the close of business on the 90th day prior to the first
anniversary of the beginning of the preceding year's annual
meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the
later of the 90th day prior to the scheduled day of such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation, including, without limitation, by press release, by
filing with the Securities and Exchange Commission, and/or by any
written material sent to stockholders.  Any such stockholder's
notice to the Secretary of the corporation shall set forth as to
each matter the stockholder proposes to bring before the annual
meeting (i) a description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they
appear on the corporation's books, of the stockholder proposing
such business and any other stockholders known by such stockholder
to be supporting such proposal, (iii) the class and number of
shares of the corporation's stock that are beneficially owned by
the stockholder on the date of such notice, (iv) any financial
interest of the stockholder in such proposal, and (v) a
representation that the stockholder intends to appear in person or
by proxy at the meeting to bring the proposed business before the
annual meeting.  The presiding officer of the annual meeting shall
determine whether the requirements of this paragraph (b) have been
met with respect to any stockholder proposal.  If the presiding
officer determines that a stockholder proposal was not made in
accordance with the terms of this paragraph (b), he shall so
declare at the meeting and such proposal shall not be acted upon at
the meeting.  

     (c)  Subject to such rights of the holders of any class or
series of preferred stock as may be prescribed in the Certificate
of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such class or series, only
persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as, and
to serve as, directors.  Nominations of persons for election to the
Board of Directors may be made at a meeting of the stockholders at
which directors are to be elected (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the corporation
who is a stockholder of record at the time of the giving of such
stockholder's notice provided for in this paragraph (c), who shall
be entitled to vote at such meeting in the election of directors,
and who complies with the requirements of this paragraph (c).  Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be preceded by timely advance notice
thereof in writing to the Secretary of the corporation.  To be
timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the corporation no
earlier than the 120th day nor later than the close of business on
the 90th day prior to the first anniversary of the beginning of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not later than
the close of business on the later of the 90th day prior to the
scheduled day of such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is
first made by the corporation, including, without limitation, by
press release, by filing with the Securities and Exchange
Commission, and/or by any written material sent to stockholders. 
Any such stockholder's notice to the Secretary of the corporation
shall set forth (x) as to each person whom the stockholder proposes
to nominate for election or re-election as a director, (i) the
name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person,
(iii) the number of shares of each class of capital stock of the
corporation beneficially owned by such person and (iv) the written
consent of such person to having such person's name placed in
nomination at the meeting and to serve as a director if elected,
and (y) as to the stockholder giving the notice, (i) the name and
address, as they appear on the corporation's books, of such
stockholder, (ii) the class and number of shares of the
corporation's stock that are beneficially owned by the stockholder
on the date of such notice, (iii) any arrangement between the
nominee or nominees and the stockholder, (iv) any other facts about
the nominee or nominees that would be required in a proxy statement
and (v) a representation that the stockholder intends to appear in
person or by proxy at the meeting to make the nomination or
nominations.  The presiding officer of the meeting of stockholders
shall determine whether the requirements of this paragraph (c) have
been met with respect to any nomination or intended nomination.  If
the presiding officer determines that any nomination was not made
in accordance with the terms of this paragraph (c), he shall so
declare at the meeting and such nomination shall be disregarded.

     (d)  Notwithstanding the foregoing provisions of this Section
II-7, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the
matters set forth in this Section II-7.