EXHIBIT 10.7
                        THIRD AMENDMENT TO
               CREDIT AGREEMENT AND LOAN DOCUMENTS


          This Third Amendment to Credit Agreement and Loan
Documents (this "AMENDMENT") dated as of October 15, 1999 is among
GLOBAL MARINE INC., a Delaware corporation (the "BORROWER"), the
banks named on the signature pages hereto (together with their
respective successors and assigns in such capacity, the "BANKS"),
BANKERS TRUST COMPANY, as administrative agent for the Banks
(together with its successors and assigns in such capacity, the
"ADMINISTRATIVE AGENT"), ABN AMRO BANK, N.V., HOUSTON AGENCY, as
syndication agent for the Banks, SOCIETE GENERALE, SOUTHWEST
AGENCY, as documentation agent for the Banks (all of the agents,
collectively, together with their successors and assigns in such
capacity, the "AGENTS").

                      PRELIMINARY STATEMENT

          The Borrower, the Banks and the Agents have entered into
that certain Credit Agreement dated as of January 29, 1998 (as
amended or restated from time to time, the "CREDIT AGREEMENT").

          The Borrower, the Banks and the Agents wish to amend
further the Credit Agreement and execute this Amendment to reflect
same.

          NOW THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties agree as follows:

          Section 1.  DEFINITIONS. Unless otherwise defined in this
Amendment, each capitalized term used in this Amendment has the
meaning assigned to such term in the Credit Agreement.

          Section 2. AMENDMENTS. The Credit Agreement is hereby
amended as follows:

          a.   Section 3.01(a) of the Credit Agreement is hereby
amended by deleting the grid contained therein and replacing it
with the following:

                           "RATING     FACILITY FEE
                            A-/A3          .1%
                          BBB+/Baa1        .15%
                          BBB/Baa2         .175%
                          BBB-/Baa3        .225%
                           BB+/Ba1         .3%"

          b.   A new Section 7.10 is hereby added to the Credit
Agreement to read as follows:
<PAGE>
               "Section 7.10 YEAR 2000.  Borrower will ensure that
     its Information Systems and Equipment and that of its
     Subsidiaries are, at all times after the Amendment
     Closing Date, Year 2000 Compliant, except insofar as the
     failure to be would not reasonably be expected to result
     in a Material Adverse Effect, and shall notify the
     Administrative Agent and all Banks promptly upon
     detecting any failure of said Information Systems and
     Equipment to be Year 2000 Compliant, if same would
     reasonably be expected to result in a Material Adverse
     Effect.  In addition, Borrower shall provide the
     Administrative Agent and any Bank with such information
     about its year 2000 computer readiness as the
     Administrative Agent or such Bank shall reasonably
     request."

          c.   The following defined terms are hereby added to or
amended in Section 10 of the Credit Agreement in their appropriate
alphabetical order to read as follows:

               (i)  "'AMENDMENT CLOSING DATE' shall mean the date that
     the Third Amendment to Credit Agreement and Loan Documents
     dated as of October 15, 1999, among Borrower, the
     Administrative Agent and the Banks shall have become effective
     pursuant to Section 4 thereof."

               (ii) "'APPLICABLE EURODOLLAR MARGIN' shall mean the
     following: prior to the Revolving Loan Maturity Date the
     Applicable Eurodollar Margin shall be equal to the percentage
     per annum set forth below opposite Borrower's applicable
     Rating, effective as of the date such Rating is published or
     announced:


                                       APPLICABLE
                                       EURODOLLAR
                  RATING                 MARGIN

                  A- / A3                 .40%
                BBB+ / Baa1               .475%
                 BBB / Baa2               .575%
                BBB- / Baa3               .775%
                 BB+ / Ba1               1.075%;


          PROVIDED,  prior to the Revolving Loan Maturity Date the above
     listed figures shall each be increased at any time, and for so
     long as, the Revolving Credit Loans, in the aggregate, equal:
     (i) twenty-five percent (25%) or more of the Total Commitment
     but less than fifty percent (50%), by adding 12.5 basis points
     (.125%) thereto, and (ii) fifty percent (50%) or more of the
     Total Commitment, by adding 25 basis points (.25%) thereto.

          Subsequent to the Revolving Loan Maturity Date and until
     payment in full of the Obligations, the Applicable Eurodollar
     Margin shall be equal to the percentage per annum set forth
     below opposite Borrower's applicable Rating, effective as of
     the date such Rating is published or announced:
<PAGE>

                                       APPLICABLE
                                       EURODOLLAR
                  RATING                 MARGIN

                  A- / A3                 .65%
                BBB+ / Baa1               .725%
                 BBB / Baa2               .825%
                BBB- / Baa3              1.025%
                 BB+ / Ba1               1.325%"

               (iii)     "'INFORMATION SYSTEMS AND EQUIPMENT' means all
     material computer hardware and software, as well as other
     material information processing systems, or any material
     equipment containing embedded microchips, whether directly
     owned, licensed, leased, operated or otherwise controlled by
     the Borrower or any of its Subsidiaries, including through
     third-party service providers, and which are essential to the
     Borrower's or any of its Subsidiaries' conduct of their
     business."

               (iv) "'YEAR 2000 COMPLIANT' means that, to Borrower's
     knowledge, all Information Systems and Equipment accurately
     process in all material respects date data (including, but not
     limited to, calculating, comparing and sequencing), before,
     during and after the year 2000, as well as same and multi-
     century dates, or between the years 1999 and 2000, taking into
     account all leap years, including the fact that the year 2000
     is a leap year, and further, that when used in combination
     with, or interfacing with, other Information Systems and
     Equipment, shall in all material respects accurately accept,
     release and exchange date data, and shall, normal wear and
     tear and force majeure excepted, in all material respects,
     continue to function in good working order, and not otherwise
     impair the accuracy or functionality of the Information
     Systems and Equipment."

          Section 3. RATIFICATION. The Borrower hereby ratifies and
confirms all of the Obligations under the Credit Agreement (as
amended hereby) and the Notes. All references to the "Credit
Agreement" shall mean the Credit Agreement as amended hereby and as
the same may be amended, supplemented, restated or otherwise
modified and in effect from time to time in the future.

          Section 4.  EFFECTIVENESS. The effectiveness of this
Amendment is subject to the condition precedent that (i) the
Administrative Agent shall have received in form and substance
reasonably satisfactory to the Banks and in such number of
counterparts as may be reasonably requested by the Administrative
Agent, this Amendment executed by the Borrower and each of the
Banks and (ii) the Borrower shall have paid (Y) to the
Administrative Agent, for the pro-rata benefit of the Banks, an
Amendment fee equal to .1% of the Total Commitment, and (Z) all of
the Administrative Agent's reasonable costs and expenses (other
than legal fees and expenses, which shall be payable promptly after
Borrower receives an invoice from counsel to the Administrative
Agent) incurred in connection herewith.
<PAGE>
          Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower
hereby represents and warrants to the Banks that (a) the execution,
delivery and performance of  this Amendment has been duly
authorized by all requisite corporate action on the part of the
Borrower, (b) the Credit Agreement (as amended hereby) constitutes
a valid and legally binding agreement enforceable against the
Borrower in accordance with its terms except, as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar
laws relating to or affecting the enforcement of creditors' rights
generally and by general principles of equity, (c) the
representations and warranties by the Borrower contained in the
Credit Agreement as amended hereby are true and correct on and as
of the date hereof in all material respects as though made as of
the date hereof unless such representation and warranty expressly
indicates that it is being made as of any specific date, in which
case such representations and warranties shall be true and correct
in all material respects as of such date, and except to the extent
that such representations and warranties are no longer true and
correct due to any action or inaction permitted or required to be
taken under the Credit Documents by Borrower or any Subsidiary, and
(d) no Default or Event of Default exists under the Credit
Agreement (as amended hereby).

          Section 6. CHOICE OF LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

          Section 7. FINAL AGREEMENT. THE CREDIT AGREEMENT (AS
AMENDED HEREBY) REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE PARTIES.

<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by its officers thereunto duly authorized
as of the date first above written.

ADDRESS:                             GLOBAL MARINE INC.

777 N. Eldridge Road
Houston, Texas 77079-4416
Telecopy:     (281) 596-5826
Telephone:   (281) 596-5810        By:  /S/ W. Matt Ralls
Attention:   W. Matt Ralls              W. Matt Ralls
                                        Senior Vice President
                                        - Chief Financial Officer and
                                        Treasurer

<PAGE>
                              BANKERS TRUST COMPANY,
                              as Administrative Agent




                              By:   /s/ Markus M. Tarkington
                              Name: Markus M. Tarkington
                              Title: Principal

<PAGE>

                              ABN AMRO BANK, N.V., HOUSTON
                              AGENCY, Individually and as
                              Syndication Agent



                              By:   /s/ Stuart Murray
                              Name: Stuart Murray
                              Title: Vice President



                              By:   /s/ Deanna Breland
                              Name: Deanna Breland
                              Title: Vice President

<PAGE>


                              ARGENTARIA, CAJA POSTAL Y BANCO
                              HIPOTECARIO, NEW YORK BRANCH




                              By:   /s/Augusto Godoy
                              Name:  Augusto Godoy
                              Title: General Manager

<PAGE>
                              BANCO ESPIRITO SANTO E COMMERCIAL
                              DE LISBOA, NASSAU BRANCH




                              By:    /s/ Andrew M. Orsen
                              Name:  Andrew M. Orsen
                              Title: Vice President

                              By:    /s/ Terry R. Hull
                              Name:  Terry R. Hull
                              Title: Senior Vice President

<PAGE>
                              THE BANK OF NOVA SCOTIA




                              By:     /s/ A. S. Norsworthy
                              Name:   A. A. Norsworthy
                              Title:  Sr. Team Leader-
                                      Loan Operations

<PAGE>

                              THE BANK OF TOKYO - MITSUBISHI,
                              LTD.




                              By:     /s/ Michael G. Meiss
                              Name:   Michael G. Meiss
                              Title: Vice President & Manager

<PAGE>

                               CREDIT LYONNAIS NEW YORK BRANCH




                              By:     /s/ Philippe Soustna
                              Name:   Philippe Soustna
                              Title:  Senior Vice President


<PAGE>
                              DEN NORSKE BANK ASA, NEW YORK
                              BRANCH




                              By:     /s/ Ole B. Hjertaker
                              Name:   Ole B. Hjertaker
                              Title:  First Vice President




                              By:     /s/ Chr. Tobias Backer
                              Name:   Chr. Tobias Backer
                              Title:  Assistant Vice President

<PAGE>

                              SOCIETE GENERALE, SOUTHWEST AGENCY,
                              Individually and as Documentation
                              Agent



                              By:     /s/ Richard A. Gould
                              Name:   Richard A. Gould
                              Title:  Director

<PAGE>

                              TORONTO DOMINION (TEXAS), INC.




                              By:     /s/ Carol Brandt
                              Name:   Carol Brandt
                              Title:  Vice President

<PAGE>

                              WESTDEUTSCHE LANDESBANK
                              GIROZENTRALE, NEW YORK BRANCH




                              By:     /s/Felicia LaForgia
                              Name:   Felicia LaForgia
                              Title:  Vice President





                              By:     /s/ Thomas Lee
                              Name:   Thomas Lee
                              Title:  Associate