EXHIBIT 10.37

                        GLOBAL MARINE INC.
           1990 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                         SECOND AMENDMENT


     The Global Marine Inc. 1990 Non-Employee Director Stock Option
Plan, as heretofore amended (the "Plan"), is hereby further amended
as follows:  

     1.   Article X of the Plan is hereby amended in its entirety
to be and read as follows:

     "X.  TRANSFERABILITY OF OPTIONS

          An Option granted hereunder shall not be
     transferable, whether by operation of law or otherwise,
     other than by will or the laws of descent and
     distribution or as authorized by the following sentence,
     and any Option granted hereunder shall be exercisable,
     during the lifetime of the optionee, only by such
     optionee, his guardian or legal representative, or by a
     transferee authorized by the following sentence. An
     Option granted hereunder, or any portion thereof, may be
     transferred by the optionee to (i) the spouse, children
     or grandchildren of the optionee ("Immediate Family
     Members"), (ii) a trust or trusts for the exclusive
     benefit of the optionee and/or Immediate Family Members,
     (iii) a partnership in which the optionee and/or
     Immediate Family Members are the only partners, (iv) a
     transferee pursuant to a judgment, decree or order
     relating to child support, alimony or marital property
     rights that is made pursuant to a domestic relations law
     of a state or country with competent jurisdiction (a
     "Domestic Relations Order"), or (v) such other transferee
     as may be approved by the Committee in its sole and
     absolute discretion; provided, however, that (x) the
     Board of Directors or the Committee may prohibit any
     transfer with or without cause in its sole and absolute
     discretion, and (y) subsequent transfers of transferred
     Options or any portion thereof are prohibited except
     those to or by the original optionee in accordance with
     this Article, by will or the laws of descent and
     distribution, or pursuant to a Domestic Relations Order. 
     Following any transfer, an Option shall continue to be
     subject to the same terms and conditions as were
     applicable immediately prior to transfer, and any and all
     references to the optionee or Grantee in the Plan or the
     relevant Non-Employee Director Stock Option Agreement
     shall be deemed to refer to the transferee; provided,
     however, that any and all references to service or events
     of termination of service in the Plan or the relevant
     Non-Employee Director Stock Option Agreement shall
     continue to mean the original optionee's service or
     events of termination of the original optionee's service,
     and following any such event the Options shall be
     exercisable by the transferee only to the extent and for
     the periods specified in the Plan or the relevant Non-Employee
     Director Stock Option Agreement. Each transfer
     shall be effected by written notice thereof duly signed
     and delivered by the transferor to the Corporate
     Secretary of the Company at the principal business office
     of the Company.  Such notice shall state the name and
     address of the transferee, the Option and amount thereof
     being transferred, and such other information as may be
     requested by the Corporate Secretary.  The person or
     persons entitled to exercise any Option shall be that
     person or those persons appearing on the registry books
     of the Company as the owner or owners of the Option, and
     the Company may treat the person or persons in whose name
     or names an Option is registered as the owner or owner of
     the Option for all purposes.  The Company shall have no
     obligation to, or liability for any failure to, notify
     the optionee or any transferee of any termination of any
     Option at or prior to its normal expiration date or of
     any event that will or might result in such termination."

     2.   This Amendment shall become effective November 14, 1996
with respect to Options granted on and after that date.  With
respect to Options outstanding as of the close of business on
November 13, 1996, this Amendment is subject to and shall only
become effective upon a determination by the Vice President and
Corporate Controller of Global Marine Inc. that this Amendment will
not effect a material modification of any outstanding Option that
will result in a charge to the Company's earnings.  

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

     4.   Except as expressly amended hereby, the Plan shall remain
in full force and effect.