EXHIBIT 10.21




                                      20 February 1996



TO:  
     

                        PERFORMANCE STOCK

In order to provide incentive compensation specifically directed
toward achievement of long term performance goals, you have been
granted an opportunity to acquire as many as        shares of
Global Marine common stock, subject to stockholder approval of the
material terms under which you may acquire the shares.  If
stockholder approval is obtained, the company will allow you to
acquire none, some or all of these shares at the time of the first
regular meeting of the company's board of directors in 1999,
depending on the extent to which the performance objectives set
forth in Exhibit A have been achieved.

This grant amounts to an incremental opportunity to earn
significant compensation, provided that we are able to achieve the
ambitious targets established for EPS, EBITDA and stock price. 
This incentive arrangement is designed so that the management team
wins if the shareholders win.

The terms and conditions of your grant under this incentive
arrangement are outlined in the attached Exhibit A.  The conditions
are based on the company's performance during the period 1996-1998,
as measured against long term performance goals established by the
Compensation Committee of the Board of Directors.

I look forward to working with you in an effective mutual effort to
assure that the target goals are more than accomplished. 




                               
Attachment

<PAGE>
                            EXHIBIT A


                        GLOBAL MARINE INC.

                      TERMS AND CONDITIONS 
                                OF
             OPPORTUNITY TO ACQUIRE PERFORMANCE STOCK
                  (Performance Period 1996-1998)
                                 




     GLOBAL MARINE INC. (the "Company"), desiring to afford you a
conditional opportunity to acquire shares of the Company's common
stock, $.10 par value per share (the "Common Stock"), as added
incentive to achieve the long-term objectives of the Company and
its subsidiaries, has established the following terms and
conditions under which it will offer shares of Common Stock to you
under the Company's 1989 Stock Option and Incentive Plan (the
"Plan").


1.   CONDITIONAL OPPORTUNITY TO ACQUIRE SHARES.  At the time of the
     first regular meeting of the Company's board of directors held
     in 1999, the Company will offer shares of the Common Stock to
     you, up to the full number of shares stated in the first
     paragraph of the cover page of this memorandum (the "Shares"),
     subject to the terms and conditions outlined in this
     memorandum and the terms and conditions of the Plan as amended
     from time to time in accordance with its terms.  The Shares
     will be offered to you and you will have the opportunity to
     acquire the Shares in the form of an incentive stock purchase
     under the Plan, at the same price and by substantially the
     same method used to pay you a 1995 incentive bonus award in
     February 1996.


2.   NUMBER OF SHARES TO BE OFFERED.  The Company will offer you
     none, some or all of the Shares.  The exact number of Shares
     to be offered will depend on the performance of the Company
     and its subsidiaries during the period 1996-1998 as measured
     against the following long-term performance goals (the
     "Performance Goals") established by the Compensation Committee
     of the Company's board of directors (the "Compensation
     Committee"):

     Cumulative EBITDA:  Cumulative earnings of the Company and
                         its subsidiaries on a consolidated basis
                         before interest, taxes, depreciation and
                         amortization for fiscal years 1996, 1997
                         and 1998.
                         Threshold = $600 million; Target = $750
                         million.


     1998 E.P.S.:        Earnings per share of the Company's
                         Common Stock for fiscal year 1998.
                         Threshold = $1.00/share; Target =
                         $1.50/share.
                         
     Stock Price:        Average of the daily closing prices for
                         one share of the Company's Common Stock
                         during the fourth quarter of 1998
                         compared to the average of the daily
                         closing prices for one share of the
                         Company's Common Stock during the fourth
                         quarter of 1995.
                         Threshold = +30%; Target = +50%.

     The total number of Shares stated in the first paragraph of
     the cover page of this memorandum has been allocated among the
     three Performance Goals as follows: 40% are Cumulative EBITDA
     Shares; 40% are 1998 E.P.S. Shares; and 20% are Stock Price
     Shares.  You will be offered a percentage of the Shares
     allocated to each Performance Goal, depending on actual
     performance as measured against that respective Performance
     Goal, as follows:


          PERFORMANCE:             PERCENTAGE

          Below Threshold          0%

          At Threshold             25%

          Between Threshold        A proportionate percentage
                                   between 25% and
           and Target              100%, based on straight-line
                                   interpolation between the
                                   threshold and target
                                   objectives.
          
          At or Above Target       100%


3.   NON-TRANSFERABLE.  You may not transfer your right to acquire
     Shares under this memorandum other than by will or by the laws
     of descent and distribution.


4.   TERMINATION OF EMPLOYMENT.  You will not be entitled to
     acquire any of the Shares after termination of your employment
     with the Company and its subsidiaries unless such termination
     is by reason of early retirement not objected to by the
     Compensation Committee, normal retirement, disability or
     death, or unless your employment with the Company and its
     subsidiaries is terminated by the Company or any such
     subsidiary other than for cause (to mean acts of misconduct
     harmful to the Company, inadequate performance or
     incompetence).  If your employment is terminated by reason of
     early retirement not objected to by the Compensation
     Committee, normal retirement or disability, or by the Company
     or any of its subsidiaries other than for cause, the number of
     Shares that the Company would otherwise offer to you at the
     time of the Company's first regular board meeting held in 1999
     will be prorated based on your months of employment completed
     during the period 1996-1998 compared to 36 months, and the
     Company will offer to you or your legal representative or
     representatives, at the time of said board meeting, a reduced
     number of Shares based on such proration.  If your employment
     is terminated by reason of your death, the total number of
     Shares stated in the first paragraph of the cover page of this
     memorandum will be multiplied by 50% and the resulting number
     will be prorated based on your months of employment completed
     during the period 1996-1998 compared to 36 months, and the
     Company will offer to the appropriate person or persons named
     under your last will and testament or determined under
     applicable intestate laws, at the time of the Company's first
     regular board meeting held in 1999, a reduced number of Shares
     based on such multiplication and proration.  Termination of
     your "employment" with the Company and its subsidiaries will
     be deemed to occur at the close of business on the earliest of
     (i) the last day on which you are assigned to a position with
     the Company or any of its subsidiaries for the purpose of
     performing your occupation, in the case of termination by
     reason of your early or normal retirement, disability or
     death, (ii) the last day of the period during which you are
     entitled to receive salary continuation under any agreement,
     policy, plan or other arrangement with the Company or any of
     its affiliates, in the case of any termination entitling you
     to such salary continuation, (iii) the last day of an approved
     leave of absence if you do not resume the performance of your
     occupation for the Company or any of its subsidiaries on or
     before the next business day, and (iv) the last day on which
     you are assigned to a position with the Company or any of its
     subsidiaries for the purpose of performing your occupation in
     any other case.  For purposes of this paragraph, the term
     "disability" shall mean any physical or mental condition which
     totally and permanently prevents you from engaging in any
     substantial gainful activity, as reasonably determined in good
     faith by the Compensation Committee.


5.   ADJUSTMENTS.  Except as provided in the following paragraph,
     if outstanding shares of the class then subject to the
     conditional opportunity to acquire Shares outlined herein are
     increased, decreased, changed into or exchanged for a
     different number or kind of shares or securities of the
     Company through reorganization, recapitalization,
     reclassification, stock dividend, stock split or reverse stock
     split, then there will be substituted for each Share then
     subject to such opportunity and for each share upon which any
     of the Performance Goals are then based the number and class
     of shares or securities into or for which each share of the
     class subject to such opportunity shall be so changed or
     exchanged, all without any change in the aggregate purchase
     price for the Shares then subject to such opportunity, but
     with a corresponding adjustment in the purchase price per
     Share.  Such adjustments will become effective on the
     effective date of any such transaction; except that in the
     event of a stock dividend or of a stock split effected by
     means of a stock dividend or distribution, such adjustments
     will become effective immediately after the record date
     therefor.  

     Upon a dissolution or liquidation of the Company, or upon a
     reorganization, merger or consolidation of the Company with
     one or more corporations as a result of which the Company is
     not the surviving company, your opportunity to acquire Shares
     and the obligations of the Company hereunder will terminate,
     unless provision is made in writing in connection with such
     transaction for the assumption of such obligations, or the
     substitution for such obligations of similar obligations
     involving the stock of a successor employer corporation, or a
     parent or subsidiary thereof, with appropriate adjustments as
     to the conditions thereof and the number and kind of Shares
     and prices, in which event your opportunity to acquire Shares
     and the obligations of the Company hereunder will continue in
     the manner and under the terms so provided. 

     Adjustments under this Section 5 will be made by the
     Compensation Committee, whose determination as to what
     adjustments will be made, and the extent thereof, will be
     final, binding and conclusive.  No fractional shares of stock
     will be issued pursuant to any acquisition of Shares or in
     connection with any adjustment contemplated herein.


6.   LIMITATION.  You will not be entitled to the privileges of
     stock ownership in respect of any of the Shares until they
     have been issued and delivered pursuant to the terms and
     conditions of this memorandum and the Plan. 


7.   REQUIREMENTS OF LAW AND STOCK EXCHANGES.  Your right to
     acquire the Shares and issuance of the Shares will be subject
     to compliance with all applicable requirements of law.  In
     addition, the Company will not be required to issue or deliver
     any certificate or certificates for any of the Shares prior to
     the admission of such Shares to listing on notice of issuance
     on any stock exchange on which shares of the same class are
     then listed. 

     By acquiring any of the Shares as contemplated herein, you
     will be representing and agreeing for yourself and your
     transferees by will or by the laws of descent and distribution
     that, unless a registration statement under the Securities Act
     of 1933, as amended (the "Securities Act"), is in effect as to
     the Shares acquired, any and all Shares so acquired will be
     acquired for investment and not for sale or distribution, and
     each such acquisition will be accompanied by a representation
     and warranty in writing, signed by the person entitled to make
     such acquisition, that the Shares are being so acquired in
     good faith for investment and not for sale or distribution. 
     In the event the Company's legal counsel, at the Company's
     request, advises it that registration under the Securities Act
     of the acquired Shares is required prior to issuance thereof,
     the Company will not be required to issue or deliver the
     Shares unless and until such legal counsel advises it that
     such registration has been completed or is not required. 

     By acquiring any of the Shares, you also will be representing
     and agreeing for yourself and your transferees by will or the
     laws of descent and distribution that if you are an officer of
     the Company or any other person who might be deemed an
     "affiliate" of the Company under the Securities Act at the
     time any Shares that have been acquired are proposed to be
     sold, you or they will not sell such Shares (a) without giving
     thirty days advance notice in writing to the Company, and (b)
     until the Company has advised you or them that such sale may
     be made without registration under the Securities Act or, if
     such registration is required, that such registration has been
     effected.


8.   RESTRICTIONS ON SHARE TRANSFER BY CERTAIN PERSONS.  In the
     case of Cumulative EBITDA Shares and 1998 E.P.S. Shares, until
     six months have elapsed after the date of the Company's
     unconditional offer of such Shares to you, or, in the case of
     Stock Price Shares, until six months have elapsed after the
     date the Compensation Committee approved the recommendation
     that you be granted a conditional opportunity to acquire such
     Shares, you may not transfer such Shares in a transaction that
     would constitute a "sale" under Section 16 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), if you
     are at the time of the sale a person subject to the provisions
     of Section 16 of the Exchange Act.


9.   WAGE WITHHOLDING AND EMPLOYMENT TAXES.  Your acquisition of
     any of the Shares as outlined herein may result in ordinary
     income at the time of acquisition.  Such ordinary income will
     be subject to both wage withholding and employment taxes, and
     the Company or your employer may be required to effect such
     withholding and/or deduct such taxes.  Except as set forth
     below, you may make an irrevocable election to satisfy, in
     whole or in part, your obligation to reimburse the Company or
     your employer for such taxes (an "Election") by (i) making a
     cash payment to the Company, (ii) having the Company deduct
     the required amount from any cash compensation that the
     Company or any of its subsidiaries may owe you, (iii)
     surrendering your right to acquire either a specified number
     of the Shares or Shares having a specified value, in each case
     with a value not in excess of your related tax liability, (iv)
     tendering shares previously issued pursuant to the Plan or
     other shares of the Company's common stock owned by you, or
     (v) combining any or all of the foregoing in any fashion;
     PROVIDED, HOWEVER, that, if you are at the time the
     withholding obligation arises a person subject to the
     provisions of Section 16 of the Exchange Act, you must satisfy
     such obligation by surrendering your right to acquire such
     number of Shares as will have a value sufficient to satisfy
     such obligation, but not in excess of such liability.  The
     Compensation Committee may disapprove of any Election or
     suspend or terminate the right to make Elections at any time
     or from time to time.  All withheld or surrendered Shares and
     other shares tendered in payment will be valued at their Fair
     Market Value on the date the withholding obligation arises. 
     "Fair Market Value" with regard to stock of the Company on a
     particular date shall mean the average of the high and low
     quotations at which the stock is traded on that particular
     date as reported in the "NYSE-Composite Transactions" section
     of the Southwest Edition of THE WALL STREET JOURNAL for that
     date (corrected for obvious typographical errors), or, if no
     prices are quoted for that date, on the last preceding date
     for which such prices of shares of stock are so quoted.  In
     the event "NYSE-Composite Transactions" cease to be reported
     as such, or in the event that the Company's stock is no longer
     quoted on the New York Stock Exchange, an appropriate
     substitute published stock quotation system will be selected
     by the Compensation Committee, consistent with appropriate
     regulatory provisions.


10.  CONTINUED EMPLOYMENT AND FUTURE GRANTS.  Neither the granting
     to you of an opportunity to acquire stock nor the other
     arrangements outlined herein give you the right to remain in
     the employ of the Company or any of its subsidiaries or to be
     selected to receive similar or identical grants in the future.


11.  GLOBAL MARINE INC. 1989 STOCK OPTION AND INCENTIVE PLAN, THE
     BOARD AND THE COMMITTEE.  The opportunity to acquire Shares
     outlined in this memorandum has been granted to you, and any
     offer or sale of Shares will be made, under and pursuant to
     the Plan as the same shall have been amended from time to time
     in accordance with its terms.  The decision of the Company's
     board of directors or the Committee on any questions
     concerning the interpretation or administration of the Plan or
     any matters covered in this memorandum will be final and
     conclusive.  No amendment to the Plan or decision of the board
     or the Committee will deprive you, without your consent, of
     any rights hereunder.

     A copy of the Plan in its present form is available at the
     Company's principal office for inspection during business
     hours by you or other persons who may be entitled to acquire
     any of the Shares as contemplated herein.


12.  STOCKHOLDER APPROVAL.  The opportunity to acquire Shares
     outlined in this memorandum has been granted to you subject to
     approval by the stockholders of Global Marine Inc. of the
     material terms under which you may acquire the Shares, as
     required for "performance-based compensation" under section
     162(m) of the Internal Revenue Code and the rules and
     regulations thereunder. 


References in this Exhibit A to "this memorandum" (and indirect
references such as "hereof," "hereunder" and "herein") refer to the
attached cover page of this memorandum and this Exhibit A, each of
which constitutes an integral part of this memorandum.