EXHIBIT 3(ii).1

          AMENDMENTS TO BY-LAWS OF GLOBAL MARINE INC.
                 (Effective November 14, 1996)
                                

     Sections II-2, II-4, III-1, III-5, III-8, and IV-1 of the By-laws of
Global Marine Inc. shall be amended in their entirety to change said
sections from the old version to the new version, in each case, as
indicated below:


OLD VERSION:

SECTION II-2  DATE, TIME, AND PURPOSE OF ANNUAL MEETING:  The
Annual Meeting of Stockholders shall be held at such date and time
as may be determined by the Board of Directors.  In the event that
the Board does not set a date and time, such meeting shall be held
at 11:00 o'clock a.m. on the fourth Wednesday in May of each year
if not a legal holiday, and if a legal holiday, then at the same
time on the next business day following.  At such annual meeting
the stockholders shall elect a Board of Directors, and shall
transact such other business as may properly be brought before the
meeting. 

NEW VERSION:

SECTION II-2  DATE, TIME, AND PURPOSE OF ANNUAL MEETING:  The
Annual Meeting of Stockholders shall be held at such date and time
as may be determined by the Board of Directors.  In the event that
the Board does not set a date and time, such meeting shall be held
at 11:00 a.m. on the fourth Wednesday in May of each year if not a
legal holiday, and if a legal holiday, then at the same time on the
next business day following.  At such annual meeting the
stockholders shall elect directors and shall transact such other
business as may properly be brought before the meeting. 


OLD VERSION:

SECTION II-4  STOCKHOLDER LIST:  The officer who has charge of the
stock ledger of the corporation shall prepare and make at least ten
days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in
alphabetical order, showing the address of and the number of shares
registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at
least ten days prior to the election, either at a place within the
city, town or village where the election is to be held, and which
place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any
stockholder who may be present.

NEW VERSION:

SECTION II-4  STOCKHOLDER LIST:  The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at said meeting, arranged in
alphabetical order, and showing the address of and the number of
shares registered in the name of each stockholder.  Such list shall
be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held, and the list shall be
produced and kept at the time and place of the meeting during the
whole time thereof, and subject to the inspection of any
stockholder who is present.


OLD VERSION:

SECTION III-1  NUMBER, QUALIFICATION, ELECTION AND TERM OF OFFICE: 
The exact number of directors, within the limits stated in the
Certificate of Incorporation, shall be determined by resolution or
resolutions passed by a majority of the whole Board of Directors. 
If it is proposed to reduce the authorized number of directors
below five (5), the vote of stockholders holding more than eighty
percent (80%) of the voting power shall be necessary for such
reduction.  No person shall serve as a director of this corporation
who at the time of his or her election has reached his or her 70th
birthday unless such person was elected as a director at the annual
meeting of holders of common stock of this corporation held on May
18, 1979, in which case such person shall be entitled to serve as
a director without regard to any limitation of age.  Directors need
not be stockholders.

NEW VERSION:

SECTION III-1  NUMBER, QUALIFICATION, ELECTION, AND TERM OF OFFICE: 
The exact number of directors, within the limits stated in the
Certificate of Incorporation, shall be determined by resolution or
resolutions passed by a majority of the whole Board of Directors. 
If it is proposed to reduce the authorized number of directors
below five (5), the vote of stockholders holding more than eighty
percent (80%) of the voting power shall be necessary for such
reduction.  No person shall serve as a director of this corporation
who at the time of his or her election has reached his or her 70th
birthday unless such person was elected as a director at the annual
meeting of holders of common stock of this corporation held on May
18, 1979, in which case such person shall be entitled to serve as
a director without regard to any limitation of age.  Each director
shall serve for a term of office within the limits stated in the
Certificate of Incorporation.  Directors need not be stockholders.


OLD VERSION:

SECTION III-5  SPECIAL MEETINGS; TELEPHONIC MEETINGS PERMITTED:
Special meetings of the Board may be called by the President on
reasonable notice to each director, either personally, by
telephone, by mail or by telegram; special meetings shall be called
by the President or Secretary in like manner and on like notice on
the written request of two directors.  Unless otherwise restricted
by the Certificate of Incorporation or these By-laws, members of
the Board of Directors, or any committee designated by the Board,
may participate in a meeting of the Board or of such committee, as
the case may be, by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting pursuant to this provision shall constitute presence
in person at such meeting.


NEW VERSION:

SECTION III-5  SPECIAL MEETINGS; TELEPHONIC MEETINGS PERMITTED:
Special meetings of the Board may be called by the President on
reasonable notice to each director, which notice may be written,
oral, or by any other mode of notice; special meetings shall be
called by the President or Secretary in like manner and on like
notice on the written request of two directors.  Unless otherwise
restricted by the Certificate of Incorporation or these By-laws,
members of the Board of Directors, or any committee designated by
the Board, may participate in a meeting of the Board or of such
committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting pursuant to this provision shall constitute presence
in person at such meeting.


OLD VERSION:

SECTION III-8  COMMITTEES - FORMATION AND POWERS:  The Board of
Directors may, by resolution passed by a majority of the whole
Board, designate one or more committees, each committee to consist
of two or more of the directors of the corporation, which, to the
extent provided in the resolution, shall have and may exercise the
powers of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it.  Such
committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors.

NEW VERSION:

SECTION III-8  COMMITTEES - FORMATION AND POWERS:  The Board of
Directors may designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which,
to the extent provided by the Board, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the seal
of the corporation to be affixed to all papers which may require
it.  Such committee or committees shall have such name or names as
may be determined from time to time by the Board of Directors.  The
Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the
absence or disqualification of a member of a committee, and in the
absence of a designation by the Board of Directors of an alternate
member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act
at the meeting in place of any absent or disqualified member.

OLD VERSION:

SECTION IV-1  NOTICES:  Whenever under the provisions of these By-laws,
notice is required to be given to any stockholder, director,
or officer, such notice, unless otherwise provided, may be given
personally, or it may be given in writing by depositing the same in
the post office or letterbox in a postpaid sealed envelope, or it
may be telegraphed, addressed to such stockholder, director, or
officer, at such address as appears on the books of the
corporation, or in default of other address, to such stockholder,
director, or officer at the general post office in the City of
Wilmington, County of New Castle, Delaware, and such notice shall
be deemed to be given at the time when the same shall be thus
mailed or telegraphed.

NEW VERSION:

SECTION IV-1  NOTICES:  Whenever under the provisions of these By-laws
notice is required to be given to any stockholder, director or
officer, such notice may be written, oral or by any other mode of
notice unless otherwise provided by law, the Certificate of
Incorporation or these By-laws.  If given by United States mail,
notice is given when deposited in the United States mail, postage
prepaid, directed to such stockholder, director, or officer at his
address as it appears on the records of the corporation, or in
default of other address, to such stockholder, director, or officer
at the general post office in the City of Wilmington, County of New
Castle, Delaware.