UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended June 30, 1999

                  Commission File Number:  2-56600

                       Global Industries, Ltd.
       (Exact name of registrant as specified in its charter)
Louisiana                                                  72-1212563
(State or other jurisdiction of incorporation or organization)(I.R.S.
Employer Identification No.)

107 Global Circle
P.O. Box 61936, Lafayette, LA                              70596-1936
(Address of principal executive offices)                   (Zip Code)
                           (318) 989-0000
        (Registrant's telephone number, including area code)

                                None
(Former name, former address and former fiscal year, if changed since
                            last report)

   Indicate  by check mark whether the registrant (1) has  filed  all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of 1934 during the preceding 12 months  (or  for  such
shorter  period  that  the  registrant  was  required  to  file  such
reports),  and  (2) has been subject to such filing requirements  for
the past 90 days.                                       x  Yes     No

                APPLICABLE ONLY TO CORPORATE ISSUERS:
  The number of shares of the Registrant's Common Stock outstanding
as of July 31, 1999 was 91,057,245.




                     Global Industries, Ltd.
                        Index - Form 10-Q


                              Part I

Item 1.   Financial Statements - Unaudited
            Independent Accountants' Report                      3
            Consolidated Statements of Operations                4
            Consolidated Balance Sheets                          5
            Consolidated Statements of Cash Flows                6
            Notes to Consolidated Financial Statements           7

Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                10

Item 3.     Quantitative and Qualitative Disclosures about
             Market Risk                                        21

                             Part II

Item 1.     Legal Proceedings                                   21

Item 4.     Submission of Matters to a Vote of Security
             Holder                                             22

Item 6.     Exhibits and Reports on Form 8-K                    22

            Signature                                           23


                PART I  -  FINANCIAL INFORMATION


Item 1.   Financial Statements.


INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors and Shareholders of
 Global Industries, Ltd.

We  have reviewed the condensed consolidated financial statements
of  Global  Industries, Ltd. and subsidiaries, as listed  in  the
accompanying index, as of June 30, 1999 and for the  quarter  and
six-month  periods ended June 30, 1999 and 1998.  These financial
statements are the responsibility of the Company's management.

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical procedures to financial data and  of  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted   in   accordance  with  generally  accepted   auditing
standards, the objective of which is the expression of an opinion
regarding   the   financial  statements   taken   as   a   whole.
Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications that should be made to such condensed  consolidated
financial  statements for them to be in conformity with generally
accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing  standards,  the consolidated balance  sheet  of  Global
Industries,  Ltd. and subsidiaries as of December 31,  1998,  and
the  related consolidated statements of operations, shareholders'
equity, cash flows, and comprehensive income for the nine  months
then  ended  (not  presented herein); and  in  our  report  dated
February  12, 1999, we expressed an unqualified opinion on  those
consolidated   financial  statements.   In   our   opinion,   the
information  set forth in the accompanying condensed consolidated
balance  sheet as of December 31, 1998 is fairly stated,  in  all
material respects, in relation to the consolidated balance  sheet
from which it has been derived.

DELOITTE & TOUCHE LLP

August 3, 1999
New Orleans, Louisiana


                      Global Industries, Ltd.
               CONSOLIDATED STATEMENTS OF OPERATIONS
           (Dollars in thousands, except per share data)
                            (Unaudited)


                                   Quarter Ended       Six Months Ended
                                      June 30,             June 30,
                              ----------------------   ----------------------
                                 1999        1998         1999        1998
                              ----------  ----------   ----------  ----------
Revenues                       $ 92,343    $ 92,158     $171,635    $179,676

Cost of Revenues                 83,232      61,571      152,770     125,346
                              ----------  ----------   ----------  ----------
Gross Profit                      9,111      30,587       18,865      54,330

Equity in Net Earnings
 (Loss) of Unconsolidated
 Affiliate                       (3,000)     (1,562)      (5,000)     (2,362)

Selling, General and
 Administrative Expenses          6,952       5,475       12,682      11,060
                              ----------  ----------   ----------  ----------
Operating Income (Loss)            (841)     23,550        1,183      40,908
                              ----------  ----------   ----------  ----------
Other Income (Expense):
 Interest Expense                (2,647)     (1,151)      (5,636)     (1,937)
 Other                            1,793         415        3,074         817
                              ----------  ----------   ----------  ----------
                                   (854)       (736)      (2,562)     (1,120)
                              ----------  ----------   ----------  ----------
Income (Loss) Before
 Income Taxes                    (1,695)     22,814       (1,379)     39,788

Provision (Benefit) for
 Income Taxes                      (601)      7,985         (483)     13,977
                              ----------  ----------   ----------  ----------
Net Income (Loss)              $ (1,094)   $ 14,829     $   (896)   $ 25,811

                              ==========  ==========   ==========  ==========
Weighted Average Common
 Shares Outstanding:
   Basic                      90,723,000  91,769,000   90,787,000  91,622,000
   Diluted                    90,723,000  94,345,000   90,787,000  94,194,000

Net Income (Loss) Per
 Share:
   Basic                        $(0.01)      $0.16       $(0.01)      $0.28
   Diluted                      $(0.01)      $0.16       $(0.01)      $0.27


              See Notes to Consolidated Financial Statements.


                        Global Industries, Ltd.
                      CONSOLIDATED BALANCE SHEETS
                        (Dollars in thousands)
                              (Unaudited)
                                           June 30,       December 31,
                                             1999             1998
                                        --------------   --------------
ASSETS
Current Assets:
  Cash                                     $ 23,131         $ 25,368
  Escrowed funds                                202            2,447
  Receivables                               104,729          107,992
  Advances to and receivables from
   unconsolidated affiliate                  23,861            8,190
  Prepaid expenses and other                 11,782            9,874
                                        --------------   --------------
  Total current assets                      163,705          153,871
                                        --------------   --------------
Escrowed Funds                                7,064            9,143
                                        --------------   --------------
Property and Equipment, net                 535,981          535,386
                                        --------------   --------------
Other Assets:
  Deferred charges, net                      18,575           18,467
  Investment in and advances to
   unconsolidated affiliate                   5,655           10,655
  Other                                       3,489            3,349
                                        --------------   --------------
    Total other assets                       27,719           32,471
                                        --------------   --------------
     Total                                 $734,469         $730,871
                                        ==============   ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Current maturities of long-term debt
   and short-term debt                     $  3,691         $  2,190
  Accounts payable                           51,748           53,005
  Employee-related liabilities                7,145            8,086
  Other accrued liabilities                  13,901           11,953
                                        --------------   --------------
   Total current liabilities                 76,485           75,234
                                        --------------   --------------
Long-Term Debt                              209,152          208,607
                                        --------------   --------------
Deferred Income Taxes                        51,231           49,502
                                        --------------   --------------
Commitments and Contingencies

Shareholders' Equity:
  Preferred stock                                --               --
  Common stock, 92,426,365 and
   92,110,929 shares issued,
   respectively                                 924              921
  Additional paid-in capital                214,569          213,518
  Treasury stock at cost, 1,429,500
   shares                                   (15,012)         (15,012)
  Accumulated other comprehensive
   income (loss)                             (8,240)          (8,155)
  Retained earnings                         205,360          206,256
                                        --------------   --------------
    Total shareholders' equity              397,601          397,528
                                        --------------   --------------
     Total                                 $734,469         $730,871
                                        ==============   ==============

             See Notes to Consolidated Financial Statements.


                         Global Industries, Ltd.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands)
                             (Unaudited)
                                               Six Months Ended June 30,
                                              ---------------------------
                                                  1999           1998
                                              ------------   ------------
Cash Flows From Operating Activities:
Net income (loss)                               $   (896)     $  25,811
Adjustments to reconcile net income
 (loss) to net cash provided
 by (used in) operating activities:
   Depreciation and amortization                  24,481         17,437
   Deferred income taxes                           1,750         10,784
   Equity in net (earnings) loss of
    unconsolidated affiliate                       5,000          2,362
   Other                                             252           (461)
   Changes in operating assets and
    liabilities:
     Receivables                                   2,554            741
     Receivables from unconsolidated
      affiliate                                   (7,151)           431
     Prepaid expenses and other                   (1,940)         1,839
     Accounts payable and accrued
      liabilities                                    116        (17,128)
                                              ------------   ------------
     Net cash provided by operating
      activities                                  24,166         41,816
                                              ------------   ------------
Cash Flows From Investing Activities:
Additions to property and equipment              (20,357)      (113,371)
Escrowed funds                                     4,324          3,906
Additions to deferred charges                     (4,476)       (11,141)
Net (advances to) repayment of advances
 to unconsolidated affiliate                      (8,523)         7,723
Other                                               (190)          (770)
                                              ------------   ------------
     Net cash (used in) investing
      activities                                 (29,222)      (113,653)
                                              ------------   ------------
Cash Flows From Financing Activities:
Proceeds from sale of common stock                   873          2,790
Net proceeds of short-term debt                    1,490             --
Net proceeds of long-term debt                       556         53,958
                                              ------------   ------------
     Net cash provided by financing
      activities                                   2,919         56,748
                                              ------------   ------------
Effect of Exchange Rate Changes on Cash             (100)          (253)

Cash:
Decrease                                          (2,237)       (15,342)
Beginning of period                               25,368         27,115
                                              ------------   ------------
End of period                                   $ 23,131       $ 11,773
                                              ============   ============

           See Notes to Consolidated Financial Statements.


                     Global Industries, Ltd.
     Notes To Consolidated Financial Statements (Unaudited)


1. Basis of Presentation - The accompanying unaudited consolidated
financial  statements include the accounts of Global  Industries,
Ltd.  and  its  wholly owned subsidiaries (the  "Company").   The
Company also has a 49% ownership interest in CCC Fabricaciones  y
Construcciones, S.A. de C.V. ("CCC"), which is accounted  for  by
the  equity  method.   See Note 8-Subsequent  Events.   Effective
December  31, 1998, the Company changed its fiscal year-end  from
March 31 to December 31 of each year.

In  the  opinion  of management of the Company,  all  adjustments
(such  adjustments consisting only of a normal recurring  nature)
necessary  for a fair presentation of the operating  results  for
the interim periods presented have been included in the unaudited
consolidated  financial statements.  Operating  results  for  the
periods  ended  June 30, 1999, are not necessarily indicative  of
the results that may be expected for the year ending December 31,
1999.   These  financial statements should be read in conjunction
with the Company's audited consolidated financial statements  and
related notes thereto included in the Company's Transition Report
on Form 10-K for the nine months ended December 31, 1998.

The financial statements required by Rule 10-01 of Regulation S-X
have been reviewed by independent public accountants as stated in
their report included herein.

2. Recent Accounting Pronouncement -  In June 1998, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial
Accounting   Standards   No.  133  "Accounting   for   Derivative
Instruments  and  Hedging Activities"  ("SFAS  133").   SFAS  133
establishes  accounting  and reporting standards  for  derivative
instruments  and  hedging activities and  requires,  among  other
things, that an entity recognize all derivatives as either assets
or liabilities in the balance sheet and measure those instruments
at fair value.  As amended, SFAS 133 requires adoption of the new
accounting  standard for fiscal years beginning  after  June  15,
2000.   The  Company is currently reviewing the  implications  of
SFAS 133 and the effect on its consolidated financial statements.

3. Financing Arrangements - During March 1999, the Company amended
the  terms  of its existing credit agreement with a syndicate  of
commercial banks to, among other things, remove a provision  that
reduced  the amount available by borrowings outstanding  under  a
separate credit agreement between the banks and CCC.

4.    Commitments and Contingencies - The Company is a  party  to
legal  proceedings and potential claims arising in  the  ordinary
course  of  business.  Management does not believe these  matters
will  materially  effect  the  Company's  consolidated  financial
statements.

During  August  1998,  the  Board  of  Directors  authorized  the
expenditure  of  up to $30.0 million to purchase  shares  of  the
Company's outstanding common stock.  No limit was placed  on  the
duration  of  the  purchase program.  No  shares  were  purchased
during  the  six  months ended June 30, 1999.   The  Company  has
purchased  1,429,500 shares since the authorization  at  a  total
cost of $15.0 million.

The  Company  has guaranteed approximately $58.1 million  of  CCC
indebtedness  and  commitments.    As  discussed  under  Note  8-
Subsequent Events, $32 million of this debt was  assumed  as part
of the acquisition of CCC's business.   A $5.5 million letter  of
credit issued on behalf of CCC was paid in July 1999 and recorded
as  a  receivable  from  CCC  in  that  period.   As  a condition
precedent  to  the  closing of  the acquisition of CCC's offshore
operations,  the  remaining  $20.6  million  guaranty  is  to  be
released.

In  the  normal  course of its business activities,  the  Company
provides  letters  of  credit to secure  the  performance  and/or
payment   of  obligations,  including  the  payment  of  worker's
compensation obligations.  Additionally, the Company has issued a
letter  of  credit  as  collateral  for  $28.0  million  of  Port
Improvement  Revenue  Bonds.  As of June  30,  1999,  outstanding
letters  of credit and bonds approximated $43.9 million including
the  above-mentioned  $5.5 million letter  of  credit  issued  on
behalf  of  CCC.   Also  in  the normal course  of  its  business
activities, the Company provides guarantees and performance, bid,
and  payment  bonds  pursuant  to agreements  or  obtaining  such
agreements  to  perform  construction services.   Some  of  these
financial  instruments  are secured by  parent  guarantees.   The
aggregate of these guarantees and bonds at June 30, 1999 was $4.4
million.

The   Company  estimates  that  the  cost  to  complete   capital
expenditure  projects in progress at June 30,  1999  approximates
$20 million.

5. Investment in and Advances to Unconsolidated Affiliate - In March
1999,  Global  and  its partner, restructured  CCC,  their  joint
venture in Mexico.  Under the restructuring, its partner, through
the  assumption  of CCC debt, contributed additional  capital  of
approximately  $16.5  million  to  CCC.   Global,   through   the
forgiveness of advances and receivables due from CCC, contributed
additional capital of approximately $15.8 million to CCC.  During
the  six months ended June 30, 1999, Global made net advances  of
$8.5 million in interest bearing short-term advances to CCC.  See
Note 8-Subsequent Events.

6.  Industry  Segment Information - The following tables  present
information  about the profit or loss of each  of  the  Company's
reportable  segments for the quarters and six months  ended  June
30,  1999 and 1998.  The information contains certain allocations
of  corporate  expenses  that the Company  deems  reasonable  and
appropriate for the evaluation of results of operations.

                                   Quarter Ended        Six Months Ended
                                      June 30,              June 30,
                               ---------------------  ---------------------
                                  1999       1998        1999       1998
                               ---------- ----------  ---------- ----------
                                              (in thousands)
Revenues   from   external
 customers:
  Gulf  of Mexico Offshore
   Construction                 $29,218    $27,788     $51,171    $68,476
  Gulf of Mexico Diving           8,090      5,735       8,993     11,088
  Gulf  of  Mexico  Marine
   Support                        4,081      8,081       7,964     18,006
  West Africa                    21,721     20,302      51,237     36,237
  Asia Pacific                   20,314      7,633      40,604     12,635
  Latin America                   7,057     11,408       8,218     14,133

Intersegment revenues:
  Gulf  of Mexico Offshore
   Construction                 $    93    $   783     $   476    $   899
  Gulf of Mexico Diving           1,159      2,222       4,109     12,867
  Gulf  of  Mexico  Marine
   Support                        3,351      1,289       4,551      3,868
  West Africa                        --         --          --         --
  Asia Pacific                       --         --          --         --
  Latin America                      --         --          --         --

Income    (loss)    before
 income taxes:
  Gulf  of Mexico Offshore
   Construction                 $ 1,005    $ 7,335     $ 1,315    $ 7,382
  Gulf of Mexico Diving            (360)     2,875      (1,947)     8,472
  Gulf  of  Mexico  Marine
   Support                         (645)     3,794      (1,748)     7,947
  West Africa                     2,680      4,892      10,362     11,066
  Asia Pacific                   (1,124)     1,132        (775)     1,713
  Latin America                  (2,808)     2,315      (5,377)     1,927


The  following table reconciles the reportable segments' revenues
and profit or loss presented above, to the Company's consolidated
totals.

                                  Quarter Ended       Six Months Ended
                                     June 30,              June 30,
                               ---------------------  ---------------------
                                 1999      1998        1999       1998
                               ---------- ----------  ---------- ----------
                                            (in thousands)
Total revenues  for
 reportable segments            $ 95,084   $ 85,241    $177,323   $178,209
Total revenues  for
 other segments                    1,956     11,219       3,552     19,269
Elimination of
 intersegment revenues            (4,697)    (4,302)     (9,240)   (17,802)
                                ---------  ---------   ---------  ---------
 Total consolidated
  revenues                      $ 92,343   $ 92,158    $171,635   $179,676
                                =========  =========   =========  =========
Total income (loss) for
 reportable segments            $ (1,252)  $ 22,343    $  1,830   $ 38,507
Total income (loss)
 for other segments               (1,112)     1,391      (4,242)     1,505
Unallocated corporate
 income (loss)                       669       (920)      1,033       (224)
                                ---------  ---------   ---------  ---------
 Total consolidated
  income (loss)
  before taxes                  $ (1,695)  $ 22,814    $ (1,379)  $ 39,788
                                =========  =========   =========  =========

7. Comprehensive Income (Loss) - The Company adopted Statement of
Financial  Accounting Standards No. 130, "Reporting Comprehensive
Income"  ("SFAS  130"),  effective  April  1,  1998.   SFAS   130
establishes  standards for reporting and display of comprehensive
income  (loss)  and  its major components.  Comprehensive  income
(loss)  includes net income and other comprehensive income (loss)
which,  in  the  case  of  the Company, currently  includes  only
foreign currency translation adjustments.

Following  is  a  summary of the Company's  comprehensive  income
(loss)  for the quarters and six months ended June 30,  1999  and
1998:

                                       Quarter Ended       Six Months Ended
                                          June 30,             June 30,
                                   ---------------------  ---------------------
                                      1999       1998        1999       1998
                                   ---------- ----------  ---------- ----------
                                                  (in thousands)
Net income (loss)                   $ (1,094)  $ 14,829     $  (896)  $ 25,811
Other comprehensive income(loss):
  Foreign currency
   translation adjustments             1,987     (2,438)        (85)    (2,288)
                                   ---------- ----------  ---------- ----------
Comprehensive income (loss)         $    893   $ 12,391     $  (981)  $ 23,523
                                   ========== ==========  ========== ==========

8.   Subsequent Events - Subject to certain conditions precedent,
Global acquired the offshore marine construction business of  CCC
and   sold   its  interest  in  CCC  to  CCC's  other   principal
shareholder.  Under the terms of the transaction, Global acquired
four  marine vessels, a marine support base at Cuidad del Carmen,
Mexico,  and  existing  contracts to  perform  approximately  $72
million  of  offshore marine construction.  As consideration  for
the assets acquired, Global assumed approximately $32 million  of
CCC  indebtedness,  which Global had previously  guaranteed,  and
other  net accounts payable and liabilities of approximately  $33
million related to CCC's offshore marine construction operations.
The  acquisition  will  be  accounted  for  as  a  purchase  and,
accordingly, the acquisition cost will be allocated  to  the  net
tangible  assets acquired based on their fair market values  with
the  excess,  estimated to approximate $45 million,  recorded  as
goodwill.   The  goodwill will be amortized on the  straight-line
method over 15 years.

On  August 3, 1999, Global entered into a definitive agreement to
acquire  ETPM,  SA  ("ETPM"),  a leading  international  offshore
construction company wholly owned by Groupe GTM of France.  Under
the  terms  of  the agreement, Global will pay  Groupe  GTM  $265
million in cash for the outstanding stock of ETPM and enter  into
a  lease  purchase  of  Groupe  GTM's  interest  in  two  vessels
providing  for annual fees and the purchase of such  interest  in
January 2002 for $25 million.  This acquisition will be accounted
for  as  a purchase and, accordingly, the total acquisition  cost
will  be  allocated to the net tangible assets acquired based  on
their  fair  market values with the excess recorded as  goodwill.
The goodwill will be amortized on the straight-line basis over 15
years.   The transaction is expected to close in September  1999.
Global  will  finance the acquisition with a  new  senior  credit
facility and a $200 million short-term bridge financing.


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

General

The  following  discussion presents management's  discussion  and
analysis  of  the Company's financial condition  and  results  of
operations.  Certain of the statements included below,  including
those  regarding future financial performance or results or  that
are  not  historical  facts,  are  or  contain  "forward-looking"
information  as  that term is defined in the  Securities  Act  of
1933,  as  amended.  The words "expect," "believe," "anticipate,"
"project,"  "estimate," and similar expressions are  intended  to
identify   forward-looking  statements.   The  Company   cautions
readers  that  any such statements are not guarantees  of  future
performance   or  events  and  such  statements  involve   risks,
uncertainties, and assumptions.  Factors that could cause  actual
results  to  differ  from those expected  include,  but  are  not
limited  to, dependence on the oil and gas industry and  industry
conditions, general economic conditions including interest  rates
and  inflation,  competition,  the  ability  of  the  Company  to
continue  its  acquisition  strategy,  successfully  manage   its
growth, and obtain funds to finance its growth, operating  risks,
contract  bidding  risks,  the  use  of  estimates  for   revenue
recognition, risks of international operations, risks  of  vessel
construction  such  as  cost  overruns,  changes  in   government
regulations,   and   disputes   with  construction   contractors,
dependence  on  key  personnel and the  availability  of  skilled
workers during periods of strong demand, the impact of regulatory
and  environmental laws, the ability to obtain insurance, as well
as  the  other factors discussed below.  Operating risks  include
hazards  such as vessel capsizing, sinking, grounding, colliding,
and sustaining damage in severe weather conditions. These hazards
can  also  cause personal injury, loss of life, severe damage  to
and   destruction  of  property  and  equipment,  pollution   and
environmental  damage,  and suspension of operations.  The  risks
inherent with international operations include political, social,
and  economic  instability, exchange rate fluctuations,  currency
restrictions,  nullification, modification, or renegotiations  of
contracts,  potential vessel seizure, nationalization of  assets,
import-export quotas, and other forms of public and  governmental
regulation.   Should one or more of these risks or  uncertainties
materialize or should the underlying assumptions prove incorrect,
actual  results  and  outcomes may differ materially  from  those
indicated in the forward-looking statements.

The  following discussion should be read in conjunction with  the
Company's  unaudited consolidated financial  statements  for  the
periods ended June 30, 1999 and 1998, included elsewhere in  this
report   and   the   Company's  audited  consolidated   financial
statements and Management's Discussion and Analysis of  Financial
Condition  and  Results of Operations included in  the  Company's
Transition Report on Form 10-K for the nine months ended December
31, 1998.

As  a  result of the prolonged worldwide oil price weakness  that
began  in  mid-1997 and continued into early 1999,  oil  and  gas
companies  reduced their capital expenditures.  As a result,  the
Company has experienced an overall decline in the demand for  its
services and increased competition for availableprojects  in  the
periods  ended June 30, 1999, particularly when compared  to  the
periods  ended  June 30, 1998.  The increased competition,  which
resulted  from  the  lower  oil  price  conditions,  the  greater
contribution  to  revenues from Asia Pacific, which  historically
has  had  lower  margins,  larger  equity  losses  from  Global's
investment in CCC, and increased interest expense as a result  of
the  Company's higher debt levels have resulted in overall  lower
net  income  for  the six months ended June 30,  1999.   Although
there  has  been recent improvement in oil and gas  pricing,  the
Company  does not expect significant improvement in its  industry
during the current year.  See "Industry Outlook" below

Recent Developments

Subsequent  to June 30, 1999, the Company acquired  the  offshore
marine  construction business of its Mexico joint  venture,  CCC,
and  entered  into  a  definitive agreement to  acquire  ETPM  SA
("ETPM"), a leading international offshore construction company.

Subject  to  certain  conditions precedent, Global  acquired  the
offshore  marine  construction  business  of  CCC  and  sold  its
interest in CCC to CCC's other principal shareholder.  Under  the
terms of the transaction, Global acquired four marine vessels,  a
marine  support base at Cuidad del Carmen, Mexico,  and  existing
contracts to perform approximately $72 million of offshore marine
construction.   As consideration for the assets acquired,  Global
assumed  approximately  $32 million of  CCC  indebtedness,  which
Global  had previously guaranteed, and other net accounts payable
and  liabilities  of approximately $33 million related  to  CCC's
offshore marine construction operations.  The acquisition will be
accounted  for  as a purchase and, accordingly,  the  acquisition
cost  will be allocated to the net tangible assets acquired based
on  their  fair  market  values with  the  excess,  estimated  to
approximate $45 million, recorded as goodwill.  The goodwill will
be amortized on the straight-line method over 15 years.

Beginning   July  1,  1999,  the  offshore  marine   construction
operations  in  Mexico will be reported on a  fully  consolidated
basis.   While  the Company expects the results of operations  in
Mexico  to  produce  significant revenues, the  net  income  from
operations in Mexico is not expected to have a material impact on
the  Company's  consolidated  net income  over  the  next  twelve
months.   Ultimately,  the Company believes  that  operations  in
Mexico  can  produce gross margins consistent with the  Company's
historical U.S. Gulf of Mexico operations.

On  August 3, 1999, Global entered into a definitive agreement to
acquire  ETPM,  SA  ("ETPM"),  a leading  international  offshore
construction company wholly owned by Groupe GTM of France.  Under
the  terms  of  the agreement, Global will pay  Groupe  GTM  $265
million in cash for the outstanding stock of ETPM and enter  into
a  lease  purchase  of  Groupe  GTM's  interest  in  two  vessels
providing  for annual fees and the purchase of such  interest  in
January 2002 for $25 million.  This acquisition will be accounted
for  as  a purchase and, accordingly, the total acquisition  cost
will  be  allocated to the net tangible assets acquired based  on
their  fair  market values with the excess recorded as  goodwill.
The goodwill will be amortized on the straight-line basis over 15
years.  The transaction is expected to close in September 1999.

In  connection with the acquisition of ETPM, the Company plans to
enter into a new $550 million credit facility, which will replace
its  existing  credit  facility.   The  new  credit  facility  is
expected to consist of (i) a $100 million interim term loan, (ii)
a  $250 million term loan facility that is a combination of  five
and  six  year  term  loans, and (iii) a $200 million  five  year
revolving  credit facility.  Stock of the Company's  subsidiaries
and  substantially all of the Company's assets will collateralize
the loans under the new credit facility.

In  order  to  consummate the ETPM acquisition, the Company  also
plans  to  enter  into a $200 million bridge loan.   The  Company
expects  to  repay the bridge loan with proceeds  from  a  Common
Stock offering.

Results of Operations

The  following  table sets forth, for the periods indicated,  the
Company's  statements of operations expressed as a percentage  of
revenues.

                           Quarter Ended       Six Months Ended
                              June 30,             June 30,
                         ----------------     -----------------
                          1999      1998       1999       1998
                         ------    ------     ------     ------
Revenues                 100.0 %   100.0 %    100.0 %    100.0 %
Cost of  revenues        (90.1)    (66.8)     (89.0)     (69.7)
                         ------    ------     ------     ------
Gross profit               9.9      33.2       11.0       30.3
Equity in net earnings
 (loss) of uncon-
 solidated affiliate      (3.3)     (1.7)      (2.9)      (1.3)
Selling, general and
 administrative
 expenses                 (7.5)     (5.9)      (7.4)      (6.2)
                         ------    ------     ------     ------
Operating income (loss)   (0.9)     25.6        0.7       22.8
Interest expense          (2.9)     (1.3)      (3.3)      (1.1)
Other income
 (expense), net            1.9       0.5        1.8        0.5
                         ------    ------     ------     ------
Income (loss) before
 income taxes             (1.9)     24.8       (0.8)      22.2
(Provision) benefit
 for income taxes          0.7      (8.7)       0.3       (7.8)
                         ------    ------     ------     ------
Net income (loss)         (1.2)%    16.1 %     (0.5)%     14.4 %
                         ======    ======     ======     ======

Quarter  Ended June 30, 1999 Compared to Quarter Ended  June  30,
 1998

Revenues.   Revenues for the quarter ended June 30, 1999 of $92.3
million  were  nearly the same as revenues for the quarter  ended
June  30,  1998  of  $92.2 million.  Increased revenues  in  Asia
Pacific, West Africa and Gulf of Mexico Offshore Construction and
Diving offset decreased revenues in Latin America, Gulf of Mexico
Marine Support, and other international areas.

Gross  Profit.  For the quarter ended June 30, 1999, the  Company
had  gross profit of $9.1 million compared with $30.6 million for
the  quarter  ended June 30, 1998.  The 70% decrease was  largely
the  result  of  lower pricing for the Company's services  and  a
higher  fabrication and procurement content for certain  projects
included  in  the  most  recent  quarter.   As  a  percentage  of
revenues,  gross profit for the quarter ended June 30,  1999  was
10% compared to 33% for the quarter ended June 30, 1998.

Selling, General, and Administrative Expenses.   For the  quarter
ended   June  30,  1999,  selling,  general,  and  administrative
expenses  of  $7.0 million were 27% higher than the $5.5  million
reported during the quarter ended June 30, 1998.  As a percentage
of  revenues, such expenses increased to 7.5% during the  quarter
ended  June  30, 1999, compared to 5.9% during the quarter  ended
June  30,  1998.  The increase is principally attributable  to  a
higher  level  of offshore construction activity and  bidding  in
Asia  Pacific  as compared to last year and cost associated  with
the  Company's relocation of certain administrative functions  to
Carlyss, Louisiana.

Depreciation  and  Amortization.  Depreciation and  amortization,
including amortization of drydocking costs, for the quarter ended
June  30,  1999  was $11.8 million compared to the  $9.8  million
recorded  in  the quarter ended June 30, 1998.  The 21%  increase
was  principally attributable to the employment of  the  Hercules
during  the  quarter ended June 30, 1999, which was not  employed
during  the  quarter  ended  June  30,  1998.  The  Hercules   is
depreciated  on a units-of-production basis.  Higher  amounts  of
drydock  amortization also contributed to  the  increase.   Lower
employment of other vessels that are also depreciated on a units-
of-production basis partially offset the increase.

Interest  Expense.    Interest expense was $2.6  million  net  of
capitalized  interest  for  the  quarter  ended  June  30,  1999,
compared  to  $1.2 million for the quarter ended June  30,  1998.
The increase was principally due to higher average long-term debt
outstanding.    To  a lesser extent, higher interest  rates  also
contributed to the increase.

Net  Income (Loss).   The Company had a net loss of $1.1  million
for the quarter ended June 30, 1999, as compared to net income of
$14.8  million  recorded for the quarter  ended  June  30,  1998,
principally  due  to  the  overall  decline  in  demand  for  its
services,  pricing  decreases, losses associated  with  CCC,  and
increased  interest  expenses.  Included  in  net  loss  for  the
quarter  ended  June 30, 1999 is a $3.0 million  loss  associated
with  the  Company's 49% ownership interest  in  CCC.   The  loss
associated with the CCC ownership for the quarter ended June  30,
1998   was  $1.6  million.   The  increase  in  CCC's  loss   was
attributable to lower operating activity and unabsorbed operating
cost.   The  company's effective tax rate for the  quarter  ended
June 30, 1999 was 36%, compared to 35% for the quarter ended June
30, 1998.

Segment  Information.  The Company has identified six  reportable
segments  as  required by SFAS 131.  The following discusses  the
results of operations for each of those reportable segments.

Gulf   of   Mexico  Offshore  Construction  -  Increased  derrick
installation and removal activity, including such activity by the
Hercules, was offset by decreased demand for pipelay services and
pricing  decreases.   This  segment's  gross  revenues  increased
slightly  to  $29.3 million (including $0.1 million  intersegment
revenues) for the quarter ended June 30, 1999 compared  to  $28.6
million  (including $0.8 million intersegment revenues)  for  the
quarter  ended June 30, 1998.  The reduced pipelay  activity  and
decreased pricing caused income before income taxes to decline to
$1.0  million during the quarter ended June 30, 1999 compared  to
$7.3 million for the quarter ended June 30, 1998.

Gulf of Mexico Diving - Lower margin revenues related to the  use
of  the  marine  support vessel Pioneer and  certain  third-party
services  helped  total revenues increase despite  a  decline  in
diving  activity  and reduced pricing.  Gross  revenues  for  the
quarter  ended  June  30,  1999 increased  16%  to  $9.2  million
(including $1.2 million intersegment revenues) compared  to  $8.0
million  (including $2.2 million intersegment revenues)  for  the
same  period  in  1998.  The overall lower  activity  levels  and
resulting lower prices resulted in a loss before income taxes  of
$0.4  million  for the quarter ended June 30, 1999,  compared  to
income  before  income taxes of $2.9 million during  the  quarter
ended June 30, 1998.

Gulf  of  Mexico Marine Support - Decreased demand and  resulting
pricing  decreases  for  the  Company's  liftboat  services  were
partially  offset  by  higher  activity  for  the  Pioneer.   The
Pioneer's revenues were derived almost entirely in support of the
other  Gulf  of  Mexico segments.  Gross revenues  from  Gulf  of
Mexico  marine  support services declined  21%  to  $7.4  million
(including  $3.4 million intersegment revenues) for  the  quarter
ended  June  30,  1999, compared to $9.4 million (including  $1.3
million intersegment revenues) for the same period ended June 30,
1998.   The  lower activity and resulting pricing  decreases  for
liftboat services resulted in a loss before income taxes of  $0.6
million  for the quarter ended June 30, 1999, compared to  income
before income taxes of $3.8 million during the quarter ended June
30, 1998.

West  Africa  -  Projects with higher levels of  fabrication  and
procurement  content helped increase revenues from  West  Africa.
For the quarter ended June 30, 1999, gross revenues increased  7%
to  $21.7 million compared to $20.3 million for the quarter ended
June  30,  1998.  However, the higher level  of  fabrication  and
procurement  resulted in reduced margins.  Income  before  income
taxes decreased 45% to $2.7 million during the quarter ended June
30,  1999 compared to $4.9 million for the quarter ended June 30,
1998.

Asia  Pacific  - Asia Pacific revenues continued to benefit  from
the  acquisition  and placement of construction  barges  in  that
region.   For  the  quarter ended June 30, 1999,  gross  revenues
increased 166% to $20.3 million from $7.6 million for the quarter
ended  June  30,  1998. However, the segment had  a  loss  before
income  taxes of $1.1 million during the quarter ended  June  30,
1999  compared to income before income taxes of $1.1 million  for
the  quarter  ended June 30, 1998.  The decline  in  profits  was
attributable to lower pricing for offshore construction services,
cost  overruns on those projects, and decreased demand for  other
offshore diving and support services.

Latin  America - A decline in services and equipment provided  to
CCC  was  partially offset by construction activity in Venezuela.
For  the  quarter ended June 30, 1999, gross revenues from  Latin
America  decreased 38% to $7.1 million compared to $11.4  million
for  the quarter ended June 30, 1998. Losses before income  taxes
and  equity  in CCC were $2.8 million for the quarter ended  June
30,  1999,  compared to income before income taxes and equity  in
CCC  of  $2.3  million during the quarter ended  June  30,  1998.
Equity in CCC losses were $3.0 million for the quarter ended June
30,  1999  and  $1.6 for the quarter ended June  30,  1998.   The
increase  in CCC's loss was attributable to lower activities  and
unabsorbed operating costs.


Six  Months Ended June 30, 1999 Compared to Six Months Ended June
 30, 1998

Revenues.    Revenues for the six months ended June 30,  1999  of
$171.6  million  were 5% lower than revenues for the  six  months
ended  June 30, 1998 of $179.7 million.  The decrease in revenues
resulted  largely  from  decreased  activity  in  certain   areas
including  Gulf  of Mexico and Latin America, and  was  partially
offset   by  increased  West  Africa  and  Asia  Pacific   marine
construction  activity  and  revenues.   The  decrease  is   also
attributable   to  lower  pricing  for  the  Company's   services
resulting  from  declining demand and increased  competition  for
available projects.

Gross  Profit.   For  the six months ended  June  30,  1999,  the
Company  had  gross profit of $18.9 million compared  with  $54.3
million for the six months ended June 30, 1998.  The 65% decrease
was  largely  the result of decreased activity in  certain  areas
including Gulf of Mexico and Latin America, lower pricing for the
Company's  services,  and  a higher fabrication  and  procurement
content for certain projects.  As a percentage of revenues, gross
profit for the six months ended June 30, 1999 was 11% compared to
the  gross profit percentage earned for the six months ended June
30, 1998 of 30%.

Selling,  General,  and Administrative Expenses.    For  the  six
months  ended June 30, 1999, selling, general, and administrative
expenses of $12.7 million were 14% higher than the $11.1  million
reported  during  the  six months ended  June  30,  1998.   As  a
percentage  of  revenues, they increased to 7.4% during  the  six
months  ended  June  30, 1999, compared to 6.2%  during  the  six
months   ended  June  30,  1998.  The  increase  is   principally
attributable to a higher level of offshore construction  activity
and  bidding  in Asia Pacific as compared to last year  and  cost
associated    with   the   Company's   relocation   of    certain
administrative functions to Carlyss, Louisiana.  The income as  a
percentage  of  revenues is also partially  attributable  to  the
decrease in revenues.

Depreciation  and  Amortization.  Depreciation and  amortization,
including  amortization of drydocking costs, for the  six  months
ended  June  30,  1999 was $24.5 million compared  to  the  $17.4
million recorded in the six months ended June 30, 1998.  The  40%
increase  was  principally  attributable  to  employment  of  the
Hercules during the six months ended June 30, 1999, which was not
employed during the six months ended June 30, 1998.  The Hercules
is depreciated on a units-of-production basis.  Higher amounts of
drydock  amortization also contributed to  the  increase.   Lower
employment of other vessels that are also depreciated on a units-
of-production basis partially offset the increase.

Interest  Expense.    Interest expense was $5.6  million  net  of
capitalized  interest  for the six months ended  June  30,  1999,
compared to $1.9 million for the six months ended June 30,  1998.
The increase was principally due to higher average long-term debt
outstanding.   To  a  lesser extent, higher interest  rates  also
contributed to the increase.

Net  Income (Loss).   Net loss for the six months ended June  30,
1999  was  $0.9 million, compared to net income of $25.8  million
recorded for the six months ended June 30, 1998, principally  due
to  the  overall  decline  in demand for its  services,  pricing,
decreases,  losses  associated with CCC  and  increased  interest
expense.   Included in net income for the six months  ended  June
30, 1999 is a $5.0 million loss associated with the Company's 49%
ownership  interest  in CCC.  The loss associated  with  the  CCC
ownership  for  the  six  months ended June  30,  1998  was  $2.4
million.  The  increase in CCC's loss was attributable  to  lower
operating   activity,   unabsorbed   operating   expenses,    and
adjustments to prior period provisions.  The Company's  effective
tax rate for the six months ended June 30, 1999 and 1998 was 35%.

Segment  Information.  The Company has identified six  reportable
segments  as  required by SFAS 131.  The following discusses  the
results of operations for each of those reportable segments.

Gulf  of  Mexico  Offshore Construction - During the  six  months
ended June 30, 1999, increased activity by the Hercules was  more
than   offset  by  decreased  demand  for  offshore  construction
services  in the Gulf of Mexico and resulting pricing  decreases.
This  segment's  gross  revenues declined 26%  to  $51.6  million
(including $0.5 million intersegment revenues) for the six months
ended  June  30,  1999 compared to $69.4 million (including  $0.9
million intersegment revenues) for the six months ended June  30,
1998.   Income  before  income taxes decreased  to  $1.3  million
during  the  six  months ended June 30, 1999 compared  to  income
before income taxes of $7.4 million for the six months ended June
30,  1998.  The employment of Hercules, which was out of  service
during  the  six  months  ended June 30, 1998,  helped  partially
offset the decline in income before taxes.

Gulf  of Mexico Diving - Gross revenues and income before  income
taxes from diving-related services in the Gulf of Mexico declined
due to decreased demand, particularly, demand from Gulf of Mexico
Offshore  Construction.  The decrease in revenues  was  partially
offset  by lower margin revenues related to the use of the marine
support  vessel Pioneer and certain third-party services.   Gross
revenues for the six months ended June 30, 1999 declined  45%  to
$13.1  million  (including  $4.1 million  intersegment  revenues)
compared  to  $24.0 million (including $12.9 million intersegment
revenues)  for  the  same  period of  1998.   The  overall  lower
activity levels and lower prices resulted in a loss before income
taxes  of  $1.9  million for the six months ended June  30,  1999
compared to income before income taxes of $8.5 million during the
six months ended June 30, 1998.

Gulf  of  Mexico Marine Support - Decreased demand and  resulting
price  decreases also affected the Gulf of Mexico marine  support
services.   Gross  revenues from Gulf of  Mexico  marine  support
services  declined 43% to $12.5 million (including  $4.6  million
intersegment  revenues) for the six months ended June  30,  1999,
compared  to  $21.9 million (including $3.9 million  intersegment
revenues) for the same period of 1998. The overall lower activity
levels and lower prices resulted in a loss before income taxes of
$1.7  million for the six months ended June 30, 1999 compared  to
income  before income taxes of $7.9 million during the six months
ended June 30, 1998.

West  Africa - Increased activity and projects with higher levels
of  fabrication and procurement content helped increase  revenues
from  West Africa for the first six months of 1999.  For the  six
months ended June 30, 1999, gross revenues increased 41% to $51.2
million  compared to $36.2 million for the six months ended  June
30,  1998.   The  higher  level  of fabrication  and  procurement
content, however, caused income before income taxes to decrease 6
%  to  $10.4  million during the six months ended June  30,  1999
compared to $11.1 million for the six months ended June 30, 1998.

Asia  Pacific - Asia Pacific construction results benefited  from
the  acquisition  and placement of construction  barges  in  that
region.   For the six months ended June 30, 1999, gross  revenues
increased to $40.6 million compared to $12.6 million for the  six
months  ended  June  30, 1998. However, the segment  had  a  loss
before  income taxes of $0.8 million during the six months  ended
June  30,  1999  compared to income before income taxes  of  $1.7
million  for the six months ended June 30, 1998.  The decline  in
profits   was   attributable  to  lower  pricing   for   offshore
construction  services,  cost  overruns  on  certain   of   those
projects,  and  decreased demand for other  offshore  diving  and
support services.

Latin  America - A decline in services and equipment provided  to
CCC  was  partially offset by construction activity in Venezuela.
For the six months ended June 30, 1999, revenues decreased 42% to
$8.2 million from $14.1 million for the six months ended June 30,
1998.  The decrease was attributable to CCC's decline in offshore
construction activity. Losses before income taxes and  equity  in
CCC  were  $5.4 million for the six months ended June  30,  1999,
compared  to income before income taxes and equity in CCC  losses
netting  to  $1.9 million during the six months  ended  June  30,
1998.   Equity in CCC losses were $5.0 million for the six months
ended  June 30, 1999 and $2.4 for the six months ended  June  30,
1998.   The  increase  in  CCC's loss was attributable  to  lower
activities,  unabsorbed operating expenses,  and  adjustments  to
prior period provisions.

Liquidity and Capital Resources

The Company's operations generated net cash flow of $24.2 million
during  the six months ended June 30, 1999.  Cash from operations
and  available cash along with $2.9 million provided by financing
activities  were  used  to  fund investing  activities  of  $29.2
million.   Investing  activities  consisted  principally  of  (i)
capital  expenditures, (ii) dry-docking costs, (iii) the  release
from  escrow  of Lake Charles Harbor and Terminal  District  Port
Improvement  Revenue Bonds proceeds, and (iv)  advances  to  CCC.
Working  capital  increased $8.6 million during  the  six  months
ended  June 30, 1999 from $78.6 million at December 31,  1998  to
$87.2 million at June 30, 1999.

Capital  expenditures during the six months ended June  30,  1999
aggregated  $20.4 million, including $3.6 million  for  continued
conversion  and  upgrade  of  the  Hercules,  $5.3  million   for
continued  construction  of  the  Carlyss,  Louisiana,  deepwater
support   facility  and  pipebase,  and  $7.0  million  for   the
construction of a shorebase facility in Batam, Indonesia.

The   Company  estimates  that  the  cost  to  complete   capital
expenditure  projects  in progress at  June  30,  1999,  will  be
approximately $20 million all of which is expected to be incurred
during  the next twelve months. The scheduled completion  of  the
addition of reel pipelay capability to the Hercules prior to  the
and  of the first quarter of 2000.  The estimated remaining costs
to complete the Hercules upgrades are approximately $5 million.

The  Company  is  constructing a deepwater support  facility  and
pipebase  near Carlyss, Louisiana. The Company plans  to  replace
its  existing facilities in Houma and Amelia, Louisiana with  the
Carlyss  Facility.  Estimated completion is in the fourth quarter
of  the  year  ending  December 31,  1999  at  a  total  cost  of
approximately $37 million, including approximately $34.7  million
incurred through June 30, 1999.  Tax exempt revenue bonds  issued
by  the  Lake  Charles  Harbor  and  Terminal  District  financed
approximately $28 million of the construction costs.   The  bonds
bear  interest at a variable rate, which was 3.55%  at  June  30,
1999, and mature on November 1, 2027.

In August 1998, the Board of Directors authorized the expenditure
of  up  to  $30.0  million to purchase shares  of  the  Company's
outstanding common stock.  The Board of Directors placed no limit
on  the duration of the program.  No shares were purchased during
the six months ended June 30, 1999.

Long-term  debt outstanding at June 30, 1999, (including  current
maturities),  includes $38 million of Title XI bonds,  the  $28.0
million  of Lake Charles Harbor and Terminal District bonds,  and
$144  million  drawn  against  the Company's  revolving  line  of
credit.

The  Company's  Title XI bonds mature in 2003,  2005,  2020,  and
2022.  The bonds carry interest rates of 9.15%, 8.75%, 8.30%  and
7.25%  per annum, respectively, and require aggregate semi-annual
payments of $0.9 million, plus interest.  The agreements pursuant
to   which  the  Title  XI  bonds  were  issued  contain  certain
covenants,  including the maintenance of minimum working  capital
and  net  worth  requirements.  If not met, additional  covenants
result  that  restrict  the operations of  the  Company  and  its
ability to pay cash dividends.  At June 30, 1999 the Company  was
in compliance with these covenants.

The  Company maintains a $250.0 million revolving line of  credit
under  a  loan  agreement ("Restated Credit  Agreement")  with  a
syndicate  of  commercial banks.  The revolving  credit  facility
reduces  to $150.0 million on July 1, 2000, and to $100.0 million
on  July 1, 2001.  Borrowings under the facility bear interest at
fluctuating  rates,  are  payable on  June  30,  2002,  and  have
subsidiary  guarantees  and  stock pledges  as  collateral.   The
amount  of  available credit decreases by borrowings  outstanding
($144  million  at  June  30, 1999), and outstanding  letters  of
credit  issued under the Restated Credit Agreement ($43.9 million
at June 30, 1999).  Effective March 30, 1999, an amendment to the
Restated   Credit  Agreement,  among  other  things,  removed   a
provision   that  reduced  the  amount  available  by  borrowings
outstanding under a separate credit agreement between  the  banks
and  CCC.  For continuing access to the revolving line of credit,
the  Company must remain in compliance with the covenants of  the
Restated  Credit Agreement, including covenants relating  to  the
maintenance of certain financial ratios.  At June 30,  1999,  the
Company  was  in compliance with these covenants.   Additionally,
the  Restated Credit Agreement contains cross-default  provisions
that  specify that default by CCC under a separate loan agreement
constitutes   default   under  the  Company's   Restated   Credit
Agreement.   As  previously described,  the  Company  expects  to
replace this facility in connection with its acquisition of ETPM.

The  Company also has short-term credit facilities at its foreign
locations  that aggregate $2.8 million and are secured by  parent
company  guarantees.   Additionally,  in  the  normal  course  of
business,  the Company provides guarantees and performance,  bid,
and  payment bonds pursuant to agreements, or in connection  with
bidding  to  obtain  such  agreements,  to  perform  construction
services.   Some  of  these  guarantees  are  secured  by  parent
guarantees.  The aggregate of these guarantees and bonds at  June
30, 1999 was $4.4 million.

The  Company  has guaranteed approximately $58.1 million  of  CCC
indebtedness and commitments as discussed under Note 8-Subsequent
Events,  $32  million of this debt was assumed  as  part  of  the
acquisition of CCC's business.  A $5.5 million letter  of  credit
issued on behalf of CCC was paid in July 1999 and recorded  as  a
receivable from CCC in that period.  As a condition precedent  to
the  closing of the acquisition of CCC's offshore operations, the
remaining $20.6 million guaranty is to be released.

In  March  1999, Global and its partner restructured their  joint
venture  in  Mexico, CCC.  Under the restructuring, its  partner,
through   the   assumption  of  certain  CCC  debt,   contributed
additional  capital  of  approximately  $16.5  million  to   CCC.
Global,  through the forgiveness of advances and receivables  due
from  CCC, contributed additional capital of approximately  $15.8
million to CCC.

The Company expects funds available under its proposed new credit
facility,  the bridge loan, proceeds from the tax exempt  revenue
bonds  issued  by the Lake Charles Harbor and Terminal  District,
available  cash,  and  cash  generated  from  operations  to   be
sufficient  to  fund  the  Company's  proposed  ETPM  assumption,
existing  operations,  scheduled  debt  retirement,  and  planned
capital expenditures for the next twelve months.

Facilities Relocation

The  Company  is  constructing a deepwater support  facility  and
pipebase  near  Carlyss, Louisiana, to accommodate  deeper  draft
vessels   such  as  the  Hercules  and  the  Pioneer.   To   gain
anticipated  efficiencies,  the  Company  plans  to  replace  the
existing  facilities  in  Houma and Amelia,  Louisiana  with  the
Carlyss   Facility.   Certain  of  the  Company's  administrative
functions  will also relocate from its Lafayette,  Louisiana  and
Houston,  Texas  offices.  As a result  of  the  relocation,  the
Company expects to incur certain employment costs, equipment  and
material  relocation  costs,  and costs  to  close  the  replaced
facilities.

The  total  employment costs, equipment and  material  relocation
costs, and costs to close the replaced facilities expended during
the  six  months ended June 30, 1999 were $1.1 million  of  which
$0.4  million had been provided for in the results of  operations
during  the  nine  months ended December 31, 1998.   The  Company
expects  to  expend  $3.1 million for facility  relocation  costs
during  the  remainder of the year ending December  31,  1999  of
which  $0.3  million were also provided for  in  the  results  of
operations during the nine months ended December 31, 1998.

Industry Outlook

Recent  improvements in oil and gas prices have given the Company
cautious  optimism  regarding  the  economics  of  its  industry.
However,  most  oil  and gas companies based their  1999  capital
expenditure  budgets on lower  oil  and gas  prices.   Thus,  the
Company expects that any appreciable benefit from higher oil  and
gas  prices  is unlikely to occur until 2000, and then,  only  if
current  commodity pricing holds or improves. The Company expects
revenues  and margins for the remainder of 1999 to be lower  than
in  1998.   The  Company  also expects  the  current  competitive
environment to continue for the remainder of the year, which will
cause  the  Company  to continue to adjust  its  pricing  to  bid
competitively  for available projects, and which will  result  in
the  Company's results of operations for the current  year  being
materially lower than the results for last year.

Ultimately, the Company feels that eventual economic recovery  of
developing nations, which will spur demand growth, and  depletion
of  petroleum  reserves currently in production  will  result  in
sustained favorable prices for petroleum resources.  However, the
Company cannot predict when such sustained recovery might occur.

The  Company projects that considering the industry expectations,
its  capital  expenditures in 1999 will be  smaller  than  recent
fiscal  periods.  However, the Company is committed to completing
the  conversion of the Hercules, the construction of the Carlyss,
Louisiana,  deepwater  support facility  and  pipebase,  and  the
construction of a shorebase facility in Batam, Indonesia.   Also,
as  the  Company  has  historically done,  it  will  continue  to
evaluate  the  merits of any opportunities  that  may  arise  for
acquisitions of equipment or businesses.

Recent Accounting Pronouncement

In  June  1998, the Financial Accounting Standards Board ("FASB")
issued  Statement  of  Financial Accounting  Standards  No.  133,
"Accounting  for  Derivative Instruments and Hedging  Activities"
("SFAS  133").  SFAS  133  establishes accounting  and  reporting
standards  for derivative instruments and hedging activities  and
requires,  among  other  things, that  an  entity  recognize  all
derivatives  as either assets or liabilities in the statement  of
financial position and measure the instruments at fair value.  As
amended,  SFAS  133  requires  adoption  of  the  new  accounting
standard  for  fiscal years beginning after June  15,  2000.  The
Company  is currently reviewing the implications of SFAS 133  and
the effect on its consolidated financial statements.  The Company
will  adopt this accounting standard, effective January 1,  2001,
as required.

Year 2000

The  Year  2000 problem results from the use in computer hardware
and  software of two digits rather than four digits to define the
applicable year.  The use of two digits was a common practice for
decades  when  computer  storage and  processing  was  much  more
expensive  than today.  When computer systems must process  dates
both  before  and after January 1, 2000, two-digit year  "fields"
may  create  processing ambiguities that  can  cause  errors  and
system failures.  For example, computer programs that have  date-
sensitive  features may recognize a date represented by  "00"  as
the  year  1900, instead of 2000.  These errors or  failures  may
have limited effects, or the effects may be widespread, depending
on  the  computer chip, system or software, and its location  and
function.

The  effects of the Year 2000 problem are exacerbated because  of
the interdependence of computer and telecommunications systems in
the United States and throughout the world.  This interdependence
certainly  is  true  for  Global  and  Global's  suppliers,   and
customers,  as  well as for governments of countries  around  the
world where Global does business.

The   Company   makes   use  of  computers  in   its   gathering,
manipulating,   calculating,   and   reporting   of   accounting,
financial, administrative, and management information.   We  also
rely on computers to undertake certain operational procedures and
to  more efficiently produce documents and financial instruments.
Additionally, the Company uses computers as a communication  tool
for  its employees to communicate among themselves and with other
persons  outside  the  organization.   Finally,  certain  of  the
Company's equipment (including the dynamic positioning systems on
certain  of the Company's vessels) makes use of embedded computer
technology.

Readiness  -  The Company has prepared a Year 2000  Project  Plan
(the "Y2K Plan") to identify and assess its risks associated with
Year 2000 issues and to take reasonable steps to prevent Global's
critical  functions  from being impaired.   Global  is  currently
implementing  its  Y2K  Plan, which will be  modified  as  events
require.  Under the plan, the Company continues to (i) assess its
critical information and computing systems and (ii) inventory its
systems  using  embedded  technology,  including  our  fleet   of
offshore vessels and related systems; assess the effects of  Year
2000  problems  on  the critical functions of  Global's  business
units;  remedy systems, software and embedded chips in an  effort
to  avoid material disruptions or other material adverse  effects
on critical functions, processes and systems; verify and test the
critical  systems to which remediation efforts have been applied;
and  attempt to mitigate those critical aspects of the Year  2000
problem that are not remediated by January 1, 2000, including the
development  of  contingency  plans  to  cope  with  the  mission
critical  consequences of Year 2000 problems that have  not  been
identified or remediated by that date.  Implementation of our Y2K
Plan  is  supervised  by a Vice President  and  the  Company  has
contracted   with  firms  specializing  in  the  assessment   and
remediation of embedded technology for additional assistance.  As
a  result  of the assessments, non-compliant embedded  technology
has  been found on certain of the Company's vessels.  The Company
has  completed  the  identification  and  assessment  of  mission
critical systems.  Remediation or replacement of mission critical
systems  is  nearing completion  and is  expected to be completed
prior to December 31, 1999.

The  Y2K  Plan  recognizes that the computer, telecommunications,
and   other  systems  ("Outside  Systems")  of  outside  entities
("Outside  Entities")  have  the  potential  for  major,  mission
critical,  adverse  effects on the conduct of Global's  business.
Global does not have control of these Outside Entities or Outside
Systems.  In some cases, Outside Entities are foreign governments
or  businesses  located in foreign countries.  However,  Global's
Y2K   Plan  includes  an  ongoing  process  of  identifying   and
contacting Outside Entities whose systems, in Global's  judgment,
have  or may have a substantial effect on our ability to continue
to  conduct the mission critical aspects of our business  without
disruption  from Year 2000 problems.  The Company  has  contacted
its key vendors and customers to assess their progress with their
own Year 2000 issues and to anticipate potential risks associated
with  its  key vendors and customers.  Global will work prudently
with  Outside  Entities  in a reasonable  attempt  to  inventory,
assess,  analyze,  convert (where necessary), test,  and  develop
contingency  plans  for  Global's connections  to  these  mission
critical  Outside Systems and to ascertain the  extent  to  which
they  are,  or can be made to be, Year 2000 ready and  compatible
with Global's mission critical systems.

Despite  efforts  to  address all material Year  2000  issues  in
advance, the Company could potentially experience disruptions  to
some aspects of its activities or operations.   Thus, the Company
is  developing  business  contingency plans  for  mitigating  the
effect of potential disruptions.

Costs  -  Total  amounts spent to date on  Year  2000  awareness,
inventory,   assessment,   analysis,   conversion,   testing   or
contingency   planning   efforts  were  approximately   $145,000.
Additional   costs   to  carry  out  the  Y2K   Plan,   including
implementation   of  Year  2000  contingency   plan,   based   on
assessments  to  date, are not expected to  be  material  to  the
Company's financial condition.  Although management believes that
its  estimates are reasonable, there can be no assurance that the
actual  costs  of  implementing the  Y2K  Plan  will  not  differ
materially  from the estimated costs or that Global will  not  be
materially adversely affected by Year 2000 issues.  Moreover, the
estimated  costs of implementing the Y2K Plan do  not  take  into
account the costs, if any, that might be incurred as a result  of
Year   2000-related   failures  that   occur   despite   Global's
implementation of the Y2K Plan.

Worst  Case  Scenario  - The Securities and  Exchange  Commission
requires  that  public  companies forecast  the  most  reasonably
likely  worst  case Year 2000 scenario.  In doing so,  Global  is
assuming  that  the  Company's Y2K Plan will  not  be  effective.
Analysis  of  the  most reasonably likely worst  case  Year  2000
scenarios Global may face leads to contemplation of the following
possibilities which, though unlikely in some or many cases,  must
be  included  in  any consideration of worst  cases:   widespread
failure  of  electrical, gas, and similar supplies  by  utilities
serving   Global  domestically  and  internationally;  widespread
disruption  of  the  services of communications  common  carriers
domestically and internationally; similar disruption to means and
modes   of   transportation  for  Global   and   its   employees,
contractors, suppliers, and customers; significant disruption  to
Global's ability to gain access to, and remain working in, office
buildings  and  other  facilities;  the  failure  of  substantial
numbers of Global's critical information (computer) hardware  and
software    systems;   and   the   failure,   domestically    and
internationally, of Outside Systems, the effects of  which  would
have  a  cumulative material adverse impact on Global's  critical
systems.   Among  other  things, Global  could  face  substantial
claims  by  customers  or loss of revenues due  to  inability  to
fulfill contractual obligations, inability to account for certain
revenues or obligations or to bill customers accurately and on  a
timely  basis, and increased expenses associated with litigation,
stabilization of operations following critical failures, and  the
execution of contingency plans.  Global could also experience  an
inability  by  customers to pay, on a timely  basis  or  at  all,
obligations  owed  to  Global.  Under  these  circumstances,  the
adverse   effect  on  Global,  and  the  diminution  of  Global's
revenues,  would be material, although not quantifiable  at  this
time.

Summary  - Global has a plan to deal with the Year 2000 challenge
and  believes  that it will be able to achieve  substantial  Year
2000  readiness with respect to the mission critical systems that
it  controls.   However, from a forward-looking perspective,  the
extent  and magnitude of the Year 2000 problem as it will  affect
Global,  both before and for some period after January  1,  2000,
are  difficult  to predict or quantify for a number  of  reasons.
Among these are: the difficulty of locating "embedded" chips that
may  be  in  a  great  variety of mission critical  systems;  the
difficulty of inventorying, assessing, remediating, verifying and
testing  Outside Systems; the difficulty in locating all  mission
critical software (computer code) internal to Global that is  not
Year 2000 compatible; and the unavailability of certain necessary
internal  or  external resources, including but  not  limited  to
trained  hardware and software engineers, technicians, and  other
personnel  to  perform  adequate  remediation,  verification  and
testing  of  mission critical Global systems or Outside  Systems.
Accordingly,  there  can be no assurance  that  all  of  Global's
Systems and all Outside Systems will be adequately remediated  so
that  they  are Year 2000 ready by January 1, 2000,  or  by  some
earlier  date,  so  as  not to create a  material  disruption  to
Global's  business.   If  despite  Global's  efforts,  there  are
mission   critical   Year  2000-related  failures   that   create
substantial  disruptions to our business, the adverse  impact  on
Global's  business  could be material.  Additionally,  Year  2000
costs   are   difficult   to  estimate  accurately   because   of
unanticipated vendor delays, technical difficulties,  the  impact
of tests of Outside Systems and similar events.


Item 3.   Quantitative and Qualitative Disclosures about Market
Risk

During  the six months ended June 30, 1999, the Company  did  not
enter   into  any  transactions  involving  financial  derivative
instruments.   Quantitative  and  qualitative  disclosures  about
market  risk  are  in  Item  7A of  the  Company's  10K  for  the
transition period ended December 31, 1998.



                   PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

The  Company  is  involved in various routine  legal  proceedings
primarily involving claims for personal injury under the  General
Maritime  Laws of the United States and Jones Act as a result  of
alleged negligence. The Company believes that the outcome of  all
such proceedings, even if determined adversely, would not have  a
material adverse effect on its consolidated financial statements.

Item 4.   Submission of Matters to a Vote of Security Holders

The  1999 Annual Meeting of Shareholders of the Company was  held
on  May 12, 1999.  At such meeting, each of the following persons
listed  below  were  elected to the Board  of  Directors  of  the
Company for a term ending at the Company's 2000 Annual Meeting of
Shareholders.  The  number  of votes cast  with  respect  to  the
election  of each such person is set forth opposite such person's
name.   The persons listed below constitute the entire  Board  of
Directors of the Company.


  Name of Director                   Number of Votes Cast
---------------------------------------------------------------------
                                                   Broker
                             For       Withhold    Non-Vote  Abstain
                        ---------------------------------------------
  William J. Dore'        79,419,351   2,581,335      0         0
  James C. Day            79,419,273   2,581,413      0         0
  Edward P. Djerejian     79,419,273   2,581,413      0         0
  Edgar G. Hotard         79,417,903   2,582,783      0         0
  Michael J. Pollock      79,418,233   2,582,453      0         0


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits:
           2.1  CCC Transaction Agreement
           2.2  Share Purchase Agreement for ETPM, S.A.
          15.1  Letter regarding unaudited interim financial information.
          27.1  Financial Data Schedule.

     (b)  Reports on Form 8-K - None


                            Signature

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned, thereunto duly authorized.

                          GLOBAL INDUSTRIES, LTD.

                          By:  /s/ PETER S. ATKINSON
                             _______________________________________
                                         Peter S. Atkinson
                            Vice President, Chief Financial Officer
                         (Principal Financial and Accounting Officer)

August 16, 1999


          Exhibit 2.2 Share Purchase Agreement for ETPM, S.A.

                    SHARE PURCHASE AGREEMENT


BETWEEN:

     GROUPE  GTM,  a French societe anonyme, with  a  capital  of
122,333,384  Euros,  having  its registered  office  at  Nanterre
(92000),  France - 61, avenue Jules Quentin, registered with  the
Registry of Trade and Companies of Nanterre under n B 562 011 890
(hereinafter referred to as the "Seller"), represented  by  Jean-
Luc POMMIER, Director Corporate Development of Groupe GTM;

AND:

     GLOBAL  INDUSTRIES, LTD., a company incorporated  under  the
laws  of  the State of Louisiana, having its principal office  at
107  Global Circle, Lafayette, LA 70503 (hereinafter referred  to
as  the  "Purchaser"), represented by William J. DORE', President
and Chief Executive Officer.

PREAMBLE:

     E.T.P.M.  S.A.  (the "Company") is a French societe  anonyme
with  a capital of 17,600,000 Euros, having its registered office
at  Nanterre  (92000) - 32 avenue Pablo Picasso, registered  with
the Registry of Trade and Companies of Nanterre under n B 692 007
495.

     The  Seller  owns 100% of the share capital of the  Company,
which  is  divided  into 1,100,000 shares, par value  E16.00  per
share (hereinafter referred to as the "Shares").

     In  addition, the Seller owns, directly or indirectly (other
than   through   the  Company),  equity  interests   in   certain
Subsidiaries  of  the  Company (all  such  equity  interests,  as
further described herein, the "Related Equity Interests").

     In  addition,  the Group Companies (as defined  herein)  own
certain  assets that the Purchaser wishes to purchase  (all  such
assets, as further described herein, the "Related Assets").

     The  Seller  wishes  to sell, and the  Purchaser  wishes  to
purchase, the Shares and the Related Equity Interests.

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

                            ARTICLE 1
                SALE AND PURCHASE OF THE SHARES,
       THE RELATED EQUITY INTERESTS AND THE RELATED ASSETS

1.1 Sale  and Purchase  of  the Shares  and  the  Related  Equity
   Interests

   Subject  to  the  terms and conditions of this Agreement,  the
   Seller  agrees  to  sell to the Purchaser, and  the  Purchaser
   agrees  to  purchase  from  the Seller,  the  Shares  and  the
   Related  Equity  Interests,  free  and  clear  of  all  liens,
   charges, encumbrances or other restrictions or limitations  of
   any  nature whatsoever, as well as all rights attaching to the
   Shares and the Related Equity Interests.

1.2 Purchase Price

   The  purchase price to be paid for the Shares and the  Related
   Equity  Interests  is US$265 million (the  "Purchase  Price"),
   adjusted, if applicable, in accordance with the provisions  of
   Section  1.4  and  1.3,  payable in cash  in  accordance  with
   Section 2.3(b).

1.3 Payment of Purchase Price

   On  the  Closing  Date, the Purchaser shall pay  the  Purchase
   Price  to  the Seller in cash by wire transfer of  immediately
   available  funds  to an account designated by  the  Seller  in
   writing,  as that amount may be adjusted pursuant  to  Section
   1.4  and  2.3(b)  and (c), except to the extent  described  in
   Section   1.4(e).  Any  remaining  Purchase  Price  Adjustment
   pursuant  to  Section 1.4 shall be settled in the  manner  set
   forth in Section 1.4(e).

1.4 Purchase Price Adjustment

   (a) General

       In  the  event  that the Final June 30 Net Worth  is  less
       than  US$41,264,000, the Purchase Price shall  be  reduced
       by  an  amount equal to such deficiency, U.S.  dollar  for
       U.S.  dollar,  as further set forth below  (the  "Purchase
       Price Adjustment").

   (b) Certain Definitions

       Certain  capitalized terms used in this Section 1.4  shall
       have the meanings specified below:

       (i)"Exchange  Rate" means (i) for purposes of  translating
           euro  amounts into U.S. dollars, the noon buying  rate
           in  New  York  City for cable transfers  in  euros  as
           certified for customs purposes by the Federal  Reserve
           Bank  of  New  York on the date of determination,  and
           (ii)  for purposes of translating French franc amounts
           into  U.S.  dollars, the relevant French franc  amount
           translated into euros at the rate of FF 6.55957 =  E1,
           further  translated  into U.S.  dollars  at  the  rate
           determined pursuant to clause (i) above.

       (ii)      "Final   June  30  Balance  Sheet"   means   the
           consolidated  balance sheet of  the  Company  and  its
           consolidated  subsidiaries  as  of  June   30,   1999,
           prepared  in accordance with French GAAP, reviewed  by
           the  Company's external auditors, Barbier  Frinault  &
           Autres   (Arthur   Andersen),  as  described   in   an
           unqualified  letter in a form customary  for  delivery
           by   internationally  recognized  auditors  that  have
           conducted   limited  review  procedures   on   interim
           financial  statements (the "Auditor  Review  Letter").
           The  Final June 30 Balance Sheet shall be based on the
           unaudited  estimated consolidated June 30 French  GAAP
           balance  sheet  attached  hereto  as  Annex   I   (the
           "Estimated June 30 Balance Sheet"), adjusted  only  as
           required by such auditors to permit them to issue  the
           Auditor Review Letter.

       (iii)    "Final  June 30 Net Worth" means the consolidated
           shareholders   equity   of   the   Company   and   its
           consolidated  subsidiaries as of  June  30,  1999,  as
           determined  on the basis of the Final June 30  Balance
           Sheet  and expressed in U.S. dollars (on the basis  of
           the exchange rate of E0.9699 = US$1).

   (c) Review of the Final June 30 Balance Sheet by Purchaser:

       (i)      the  Seller  shall deliver to the  Purchaser  the
           Final  June  30  Balance  Sheet,  together  with   the
           Auditor Review Letter, as soon as practicable, and  in
           any event shall do so no later than August 31, 1999.

       (ii)     The  Purchaser shall have a period  of  ten  (10)
           Paris  business days from the date of receipt  of  the
           Final   June   30  Balance  Sheet  (the   "Examination
           Period")  to  review the Final June 30  Balance  Sheet
           and  indicate  to the Seller whether it believes  that
           the  Final  June  30 Balance Sheet  was  not  properly
           prepared in accordance with French GAAP, applied on  a
           basis  consistent with the accounting  principles  set
           forth  in  the French Financial Statements as  of  and
           for  the  year  ended  December  31,  1998;  provided,
           however,  that  the  amounts  in  the  Final  June  30
           Balance  Sheet  in  respect of the  Excluded  Elements
           shall  not  be subject to the review of the  Purchaser
           and  shall  be final and binding on the parties.   The
           "Excluded   Elements"  are  the  revenue,   cost   and
           provision  items  relating to each  of  the  long-term
           contracts   derived   from  the  Company's   Quarterly
           Project  Status  Reports for June 1999 (the  "QPSRs"),
           which   the  Purchaser  acknowledges  having  reviewed
           prior to the date of this Agreement.

       (iii)    In  the  event of such a belief (other than  with
           respect  to  the  Excluded  Elements),  the  Purchaser
           shall  send  a  notice of objection  (the  "Notice  of
           Objection") to the Seller, no later than on  the  last
           day  of  the Examination Period.  Any failure  by  the
           Purchaser to send a Notice of Objection to the  Seller
           by   such  date  shall  conclusively  mean  that   the
           Purchaser has accepted, without reservations,  all  of
           the  terms of the Final June 30 Balance Sheet and  the
           amount  of the Purchase Price Adjustment as calculated
           by  the  Seller, and such Final June 30 Balance Sheet,
           and  such  amount shall then become final and  binding
           on the parties.

       (iv)      The   Notice   of  Objection,  if   any,   shall
           specifically  mention each of the  corrections  to  be
           made  to  the  Final  June 30 Balance  Sheet  and  the
           resulting  impact  on the Purchase  Price  Adjustment,
           and  shall state the reasons therefor.  All  items  of
           the  Final  June 30 Balance Sheet not objected  to  by
           the  Purchaser  in  the Notice of Objection  shall  be
           deemed  to  have  been accepted by the  Purchaser  and
           shall be final and binding on the parties.

       (v)In  the  event that a Notice of Objection  is  sent  to
           the  Seller,  the Seller and the Purchaser  shall  use
           reasonable  efforts  to  reach  an  agreement  on  the
           element(s)   of  the  Final  June  30  Balance   Sheet
           objected to by the Purchaser and the resulting  impact
           on  the  Purchase Price Adjustment.  If such agreement
           is  reached,  then the agreement shall  be  final  and
           binding on the parties.

   (d) Independent   Determination   of   the   Purchase    Price
       Adjustment:

       (i) In the  event  that  no  agreement  has  been  reached
           between  the parties thirty (30) days after  the  date
           of  receipt  by the Seller of the Notice of Objection,
           those  points  on which there is a disagreement  shall
           be  submitted to an independent auditor agreed upon by
           the   parties   (or,   failing  such   agreement,   an
           internationally recognized accounting  firm  appointed
           by  the  President of the Commercial Court  of  Paris)
           (the  "Independent  Auditor"), who  shall  act  as  an
           expert  in  accordance with the provisions of  Article
           1592 of the French Civil Code.

       (ii)      The   Independent  Auditor  shall  perform  such
           procedures  as  it considers appropriate  to  form  an
           independent  opinion on the components  of  the  Final
           June  30  Balance  Sheet that  were  not  agreed  upon
           between  the  parties.  In making its  determinations,
           the   Independent  Auditor  shall  apply  French  GAAP
           applied  on  a  basis consistent with  the  accounting
           principles   set   forth  in  the   French   Financial
           Statements  as of and for the year ended December  31,
           1998.   The review by the Independent Auditor  of  the
           Final  June 30 Balance Sheet shall in no event include
           the Excluded Elements.

           The  parties shall use their best efforts to cause the
           Independent  Auditor to issue a report  setting  forth
           its  determination with respect to the disputed  items
           within   thirty  (30)  days  from  the  date  of   the
           appointment   of   the   Independent   Auditor.    The
           Independent  Auditor's calculation of the  Final  June
           30   Net  Worth  (adjusting  only  for  the  items  in
           dispute,  which shall in no event include the Excluded
           Elements)  and  the resulting impact on  the  Purchase
           Price  Adjustment  shall be calculated  in  accordance
           with  Section 1.4(a), and shall be final  and  binding
           on the parties.

       (iii)    Each  of the Seller and the Purchaser shall,  and
           shall  use its respective best efforts to ensure  that
           their  respective auditors, fully cooperate  with  the
           Independent Auditor and with each other.   The  Seller
           (prior  to Closing) and the Purchaser (after  Closing)
           shall  further  ensure  the full  cooperation  of  the
           Group  Companies  with  the  Independent  Auditor  and
           shall,  in  particular, cause the Group  Companies  to
           give  the Independent Auditor access to all documents,
           books,  records,  data and other  information  of  the
           Group Companies.

       (iv)     The  Independent Auditor's fees and disbursements
           shall   be  borne  equally  by  the  Seller  and   the
           Purchaser.

   (e) Payment of the Purchase Price Adjustment

       If  the  Purchase  Price Adjustment is finally  determined
       prior  to  the  Closing Date, it shall be  applied  as  an
       adjustment   to  the  amount  payable  by  the   Purchaser
       pursuant  to  Section  1.3  and  2.3(b).   Otherwise,  the
       Purchase  Price Adjustment shall be paid by the Seller  to
       the  Purchaser  within five (5) days  after  the  Purchase
       Price  Adjustment is finally determined as provided above,
       by   transfer  of  immediately  available  funds  in  U.S.
       dollars  to  an  account designated by the Purchaser.   If
       the  Purchase Price Adjustment is not paid when due,  then
       the  Purchase  Price Adjustment shall be payable  together
       with  interest thereon at one-month USD LIBOR  plus  2.75%
       per  annum,  calculated from the date on which payment  is
       due hereunder to the date of payment.


                            ARTICLE 2
                             CLOSING

2.1 Date and Place of Closing

   The  closing  of the sale and purchase of the Shares  and  the
   Related  Equity Interests (the "Closing") shall take place  on
   the later of:

       (i) the date  (no later than November 1, 1999)  designated
           by  the  Purchaser to the Seller in writing  at  least
           three  Paris  business days (for a  Closing  prior  to
           September  15,  1999)  or twenty Paris  business  days
           (for  a Closing on or after September 15, 1999)  prior
           to the designated date, and

       (ii)      the  satisfaction  or  waiver  of  all  of   the
           conditions precedent set forth in Section 8.1.

   The  Closing  shall  take  place at  the  offices  of  Cleary,
   Gottlieb,  Steen  & Hamilton, 41, avenue de  Friedland,  75008
   Paris.   The date of the Closing is herein referred to as  the
   "Closing Date".

2.2 Pre-Closing Operations

   (a) Prior to  the  Closing Date, the Company shall  repurchase
       from  the  Seller and cancel 83,019 Shares, for a purchase
       price in cash of FF 123,400,000.

   (b) On the  Closing  Date,  prior to the consummation  of  the
       closing operations described in Section 2.3:

       (i)the  Purchaser shall pay to the Company in cash the  US
           dollar  equivalent  of FF 123,400,000,  translated  on
           the  basis  of  the  Exchange Rate  as  of  the  Paris
           business day preceding the Closing Date; and

       (ii)     the  Seller  shall  cause  the  Company  (or  the
           relevant   Group   Companies)  to  transfer   to   the
           Purchaser or its designee the assets listed  in  Annex
           II  hereto (the "Related Assets"), and to execute such
           documents  or instruments as may be necessary  in  the
           reasonable  judgment of Purchaser under  the  laws  of
           the  relevant jurisdictions to transfer full ownership
           of  all of the Related Assets to the Purchaser or  its
           designee.

2.3 Closing Operations

   (a) The Seller shall transfer and deliver to the Purchaser:

       (i) duly completed  and signed transfer  orders  providing
           for  the  transfer  of the ownership  of  all  of  the
           Shares  (other  than  those  repurchased  pursuant  to
           Section 2.2) to the Purchaser;

       (ii)     unconditional  resignation letters  (including  a
           waiver  of  all  claims  against  any  of  the   Group
           Companies),  effective on the Closing Date,  from  the
           legal  representatives of each of the Group Companies,
           including the members of their boards of directors  or
           other similar governing bodies, with the exception  of
           those  persons notified by the Purchaser to the Seller
           in  writing at least thirty days prior to the  Closing
           Date;

       (iii)    such  documents and other instruments as  may  be
           necessary  in  the  reasonable judgment  of  Purchaser
           under  the  laws  of  the  relevant  jurisdictions  to
           transfer  full ownership of all of the Related  Equity
           Interests to the Purchaser; and

       (iv)      a  certified  copy  of  the  resolution  of  the
           Company's  board  of directors, approving,  under  the
           "clause d'agrement" provided in Article 13 of the  by-
           laws of the Company, the transfer to the Purchaser  of
           the Shares.

   (b) The Purchaser  shall pay to the Seller in cash  an  amount
       in  U.S.  dollars equal to the Purchase Price, as modified
       in  accordance  with Section 1.3 hereof,  and  as  further
       adjusted  downward  by the U.S. dollar  equivalent  of  FF
       123,400,000, translated on the basis of the Exchange  Rate
       as  of the second Paris business day preceding the Closing
       Date.

   (c) The Seller shall have transferred to the Purchaser all  of
       its  rights, and the Purchaser shall have assumed  all  of
       the  Seller's obligations, in respect of any advances made
       by  the  Company  to the Seller or by the  Seller  to  the
       Company,  as the case may be (the amount of such  advances
       outstanding as of the Closing Date to be set  forth  in  a
       list  delivered  by the Seller to the Purchaser  no  later
       than  three  Paris  business days  preceding  the  Closing
       Date).  The amount of such advances shall be added to  the
       Purchase  Price  (in  the case of advances  owing  by  the
       Company  to  the Seller) or subtracted from  the  Purchase
       Price (in the case of advances owing by the Seller to  the
       Company).

   (d) The Seller, the Purchaser and Serimer Dasa SNC shall  sign
       a  research and development cooperation agreement  in  the
       form  attached  hereto  as  Annex  III  (the  "Cooperation
       Agreement").

   (e) The Seller and the Company (or any other affiliate of  the
       Purchaser designated in writing by the Purchaser at  least
       three  Paris  business  days prior to  the  Closing  Date)
       shall  sign a Charter Party in respect of the Polaris  and
       801 Derrick Pipelay Barges in the form attached hereto  as
       Annex IV (the "Charter Party").

   (f) The  Seller   shall  procure  a  Board   meeting   and   a
       shareholders meeting of the Group Companies to be held  on
       or  before  the  Closing  Date to effect  any  changes  to
       directors   of  the  Group  Companies  (subject   to   the
       occurrence of the Closing) which shall have been  notified
       by  the  Purchaser  to the Seller in  sufficient  time  to
       permit  the  relevant nominations to be  made  within  the
       periods  legally required for notices in respect  of  such
       meetings.

2.4 Termination

   (a) Either party  may terminate this Agreement  by  notice  in
       writing  to  the other in the event that the Closing  Date
       has  not  occurred on or before November 1, 1999, so  long
       as  the  failure  to  consummate the  transactions  on  or
       before  such date did not result from the failure  by  the
       party  seeking  termination of this Agreement  to  fulfill
       any undertaking or commitment provided for herein that  is
       required  to be fulfilled by such party or its  affiliates
       at or prior to the Closing.

   (b) Upon the  delivery of a termination notice  in  accordance
       with  subsection (a) above, this Agreement shall be of  no
       further  force  or effect, and the parties shall  have  no
       further  liability  hereunder, except  for  (i)  liability
       arising  from a prior breach of the Agreement  or  as  set
       forth   in   subsection   (c)   and   (ii)   the   ongoing
       confidentiality obligation set forth in Section 9.2(a).

   (c) In the  event  that either party fails to  consummate  the
       transactions contemplated hereby to be consummated at  the
       Closing  by  the  date set forth in paragraph  (a),  other
       than  as  a  result of the non-satisfaction of a condition
       set  forth  in  Section  8.1, then the  party  failing  to
       consummate such transactions shall pay to the other  party
       US$25 million, as liquidated damages, by wire transfer  of
       immediately  available funds to an  account  specified  by
       such  other  party, no later than five (5) Paris  business
       days after the termination of this Agreement.

                            ARTICLE 3
                  REPRESENTATIONS OF THE SELLER

     The  Seller  hereby makes the following representations  and
warranties  for the benefit of the Purchaser as of  the  date  of
this Agreement and, as qualified by the Update Exhibit, as of (i)
the  Closing Date (if on or prior to September 15, 1999), or (ii)
the  later of September 15, 1999, or the Update Delivery Date (if
the Closing Date is after September 15, 1999):

3.1 Organization; Authority and Validity

   (a) The  Seller  is  a  societe  anonyme  duly  organized  and
       validly  existing  under the laws of France.   The  Seller
       has  the corporate power and authority to enter into  this
       Agreement and the other Seller Documents to which it is  a
       party  and  to  carry  out its obligations  hereunder  and
       thereunder.   The  affiliates of  the  Seller  owning  the
       Related  Equity Interests (the "Participating Affiliates")
       have  the  corporate power and authority  to  execute  the
       documents    and   instruments   referred    in    Section
       2.3(a)(iii).    "Seller   Documents"   shall   mean   this
       Agreement,  the  Charter Party, the Cooperation  Agreement
       and  the  documents and instruments referred to in Section
       2.3(a)(iii) with respect to the Related Equity Interests.

   (b) The execution  of  this  Agreement and  the  other  Seller
       Documents   and  the  consummation  of  the   transactions
       contemplated herein and therein have been duly  authorized
       by  all  necessary corporate action on  the  part  of  the
       Seller and the Participating Affiliates.

   (c) This Agreement  has  been, and each of  the  other  Seller
       Documents  when  executed  will  be,  duly  executed   and
       delivered  by the Seller or the Participating  Affiliates,
       as  the  case may be, and constitutes, or in the  case  of
       each  of  the  other Seller Documents will  constitute,  a
       legal,  valid and binding obligation of the Seller or  the
       Participating  Affiliates,  enforceable  against  them  in
       accordance with its terms.

3.2 No Breach

   Neither  the execution by the Seller of this Agreement  or  by
   the  Seller  or  the  Participating Affiliates  of  the  other
   Seller  Documents  nor the consummation  of  the  transactions
   contemplated herein and therein does or will:

       (i) conflict with or violate any provision of the  by-laws
           or  corporate  governance documents of the  Seller  or
           the  Participating  Affiliates or  any  of  the  Group
           Companies;

       (ii)     violate,  conflict with or result in  the  breach
           of  any  contract,  including any loan,  guarantee  or
           other   agreement,  to  which  the   Seller   or   the
           Participating   Affiliates  or  any   of   the   Group
           Companies  is a party (except for the credit  facility
           entered into by the Group Companies and guaranteed  by
           the  Seller,  described  in  paragraph  3  of  Exhibit
           3.12(a)); or

       (iii)    constitute  a  violation by  the  Seller  or  the
           Participating   Affiliates  or  any   of   the   Group
           Companies  of  any  laws  or  regulations  or  orders,
           judgments  or  decrees applicable  to  them  or  their
           properties;  except  for any such matters  that  would
           not,  either individually or in the aggregate, prevent
           or  delay in any material respect the ability  of  the
           Seller or the Participating Affiliates to perform  its
           obligations  under this Agreement or the other  Seller
           Documents, or be reasonably likely to have a  Material
           Adverse  Effect  on the Group Companies,  taken  as  a
           whole.   "Material  Adverse  Effect"  shall  mean  any
           change  or  effect that would be material and  adverse
           to  the consolidated business, condition (financial or
           otherwise),  results  of  operations,  properties   or
           prospects of specified persons or entities.

3.3 Consents

   No  consent  or  authorization of, or registration  or  filing
   with,  any  person or entity or any governmental or regulatory
   body  or  any court or administrative tribunal is required  to
   be  obtained  by the Seller, the Participating  Affiliates  or
   any  of  the Group Companies in connection with the  execution
   of  this  Agreement  and  the other Seller  Documents  or  the
   consummation  of  any of the transactions contemplated  herein
   or therein.

3.4 Incorporation, Existence and Authority of the Group Companies

   (a) The Seller is the record and beneficial owner of  100%  of
       the  share capital of the Company, free and clear from any
       liens,  charges,  encumbrances  and  restrictions,  escrow
       arrangements,  preemptive rights, call  options  or  other
       rights  of  third  parties, or limitations  of  any  kind,
       other than those set forth in the by-laws of the Company.

   (b) Set  forth  in  Exhibit  3.4  hereof  is  a  list  of  all
       companies,  partnerships or other entities  in  which  the
       Company  or  any  of  its  subsidiaries  owns  an   equity
       interest,   specifying  the  Company's  or  any   of   its
       subsidiaries'   ownership  percentages,   the   name   and
       percentage  interest of any other equity  holder  and  the
       jurisdiction  of  organization of each such  entity.   The
       companies listed in Exhibit 3.4 are referred to herein  as
       the  "Subsidiaries" and, together with the Company, as the
       "Group  Companies".  None of the Company  or  any  of  the
       other  Group  Companies  has  any  current  or  contingent
       obligation  to acquire any interest in any entity  or  any
       additional  interest  in any of the  Subsidiaries  (except
       such contingent obligations that may arise in the case  of
       certain  Subsidiaries in Africa where the local government
       or  one  of  its  agencies holding  an  interest  in  such
       Subsidiary   has   a   put  right   thereon   in   certain
       circumstances).

   (c) Each  of  the  Group  Companies  is  duly  organized,  and
       validly  existing  under the laws of the  jurisdiction  of
       its  incorporation.  Each of the Group Companies  is  duly
       qualified  or  registered  to do  business  as  a  foreign
       corporation  in the jurisdictions where it is required  to
       qualify  or  register in order to conduct its business  as
       presently  conducted, except where the failure  to  be  so
       qualified would not have a Material Adverse Effect.

   (d) Each of  the Group Companies has the corporate  power  and
       authority  to  own, lease and operate the assets  held  or
       used by it, and carry out its activities in the manner  in
       which they are currently carried out.

   (e) Except as  set  forth on Exhibit 3.4(e), during  the  last
       two  years  the business of the Company has been conducted
       only through the Group Companies.

   (f) Seller has  made  available  to  the  Purchaser  true  and
       correct   copies   of  the  charter,  by-laws   or   other
       organizational or constituent documents of each the  Group
       Companies.

3.5 Capital Structure

   (a) The Shares  and all of the shares of the Subsidiaries  are
       duly  authorized, validly issued and fully  paid.   Except
       as  set  forth  in  Exhibit  3.5(a),  the  shares  of  the
       Subsidiaries  held  by the Company or  one  of  the  other
       Group  Companies,  or with respect to the  Related  Equity
       Interests  only,  by the Seller or any of its  affiliates,
       are  free  and  clear of all liens, charges,  encumbrances
       and  restrictions, escrow arrangements, preemptive rights,
       call   options  or  other  rights  of  third  parties   or
       limitations of any kind.

   (b) The corporate  capital of each of the Group  Companies  is
       set  forth in Exhibit 3.4, which also sets forth the total
       number  of shares, warrants or securities issued  by  each
       of  them.  Except for such shares, warrants or securities,
       the  Group  Companies have not issued,  nor  approved  the
       issuance  of,  any shares, warrants or securities  of  any
       nature  whatsoever;  and there are no  options,  promises,
       warrants  or other agreements or undertakings pursuant  to
       which  any  of  the  Group  Companies  is  or  may  become
       obligated  to  issue  or purchase or acquire  any  shares,
       warrants or other securities of any nature whatsoever.

3.6 Transfer of the Shares and the Related Equity Interests

   The  Shares  represent  100% of the  capital  and  the  voting
   rights  of  the Company.  The Seller has the power  under  the
   Company's  by-laws  to sell the Shares  to  the  Purchaser  in
   accordance  with this Agreement.  The Seller  has  the  power,
   subject  to obtaining certain shareholder consents, which  the
   Seller  undertakes  to  obtain prior  to  Closing,  under  the
   constitutive  documents  of  the Subsidiaries  in  respect  of
   which  there  are Related Equity Interests,  to  sell,  or  to
   cause  its  Participating  Affiliates  to  sell,  the  Related
   Equity Interests in accordance with this Agreement.

3.7 Accounts

   (a) The Seller  has delivered to the Purchaser (i) the  French
       GAAP  balance sheet and income statement, and the  related
       notes,  of  each of the Group Companies listed in  Exhibit
       3.7(a),  audited  to the extent an audit  is  required  by
       applicable  law  or  regulation, (ii) the  audited  French
       GAAP  consolidated balance sheet and income statement  and
       related   notes  of  the  Company  and  its   consolidated
       subsidiaries,  in each case for the years  ended  December
       31,  1996, 1997 and 1998, together with the report thereon
       of  Barbier Frinault & Autres (Arthur Andersen), statutory
       auditors,  and  (iii) the Estimated June 30 Balance  Sheet
       and  income  statement of the Company and its consolidated
       subsidiaries  for  the  six months  ended  June  30,  1999
       (collectively  (i), (ii) and (iii), the "French  Financial
       Statements").   The  French Financial  Statements  present
       fairly  the  financial position and results of  operations
       of  each Group Company or the Group Companies taken  as  a
       whole,  as  the  case may be, as of and  for  the  periods
       ended  on  their  respective dates, and were  prepared  in
       accordance   with  French  generally  accepted  accounting
       principles   ("French  GAAP"),  applied  on  a  consistent
       basis,  except as set forth in the notes included  in  the
       French Financial Statements.  The Seller has delivered  to
       the  Purchaser  the  audited US GAAP consolidated  balance
       sheet,  statement of cash flow and income  statement,  and
       related   notes,  of  the  Company  and  its  consolidated
       subsidiaries  for the years ended December  31,  1996  (in
       the  case  of the income statement and statement  of  cash
       flow), 1997 and 1998, together with the report thereon  of
       Barbier  Frinault  &  Autres (Arthur Andersen),  statutory
       auditors,  (the  "US  Financial  Statements").    The   US
       Financial   Statements   present  fairly   the   financial
       position  and results of operations of the Group Companies
       taken  as  a  whole, as of and for the  periods  ended  on
       their  respective dates, and were prepared  in  accordance
       with   US  generally  accepted  accounting  principles("US
       GAAP"), applied on a consistent basis except as set  forth
       in the notes thereto.

   (b) Except as  set  forth in Exhibit 3.7(b),  since  June  30,
       1999,  no event (other than any event that is of a general
       application  to  all  or  a  substantial  portion  of  the
       Company's  industry)  has,  to the  knowledge  of  Seller,
       occurred   that,  individually  or  together  with   other
       similar   events,   could  reasonably   be   expected   to
       constitute  or  cause  a Material Adverse  Effect  on  the
       Group Companies, taken as a whole.

   (c) As of June 30, 1999, the Group Companies did not have  any
       material   liability  or  obligation  (including   without
       limitation  in  respect of any borrowings), whether  known
       or  unknown,  absolute, accrued, contingent or  otherwise,
       that  is  not disclosed in the French Financial Statements
       or in Exhibit 3.7(c).

   (d) During the  period from June 30, 1999 to the date  hereof,
       except  as  set  forth in Exhibit 3.7(d)  and  except  for
       current  liabilities  for  trade or  business  obligations
       incurred  since such date in connection with the  purchase
       of  goods  or  services  in the  ordinary  course  of  the
       business  and  consistent with past  practices,  no  Group
       Company   has   incurred   any   material   liability   or
       obligation,  whether known or unknown, absolute,  accrued,
       contingent  or  otherwise and none of the Group  Companies
       have  taken  any  actions or agreed to  take  any  actions
       since  that date that are prohibited after the date hereof
       by Section 5.1 (other than subsection (r) thereof).

   (e) The French  Financial  Statements  and  the  US  Financial
       Statements   utilize  principles  of  revenue   and   cost
       recognition for long term projects and include  provisions
       for  operational  risks and charges with  respect  to  the
       Group   Companies,   which  have   been   established   in
       accordance with French GAAP applied on a consistent  basis
       except  as  set forth therein (in the case of  the  French
       Financial  Statements) or US GAAP applied on a  consistent
       basis  except as set forth therein (in the case of the  US
       Financial  Statements).  The Excluded Elements  have  been
       reflected  in  the  Estimated June 30 Balance  Sheet,  and
       will  be reflected in the Final June 30 Balance Sheet,  on
       the  basis  of  the  QPSRs for June 30,  1999.  The  other
       provisions for operational risks and charges of the  Group
       Companies  have  been determined taking into  account  the
       items listed in Exhibit 3.7(c).

   (f) The Purchaser  acknowledges that (i)  it  has  been  given
       access  to  the long term Material Contracts of the  Group
       Companies  set  forth  on  Exhibit  3.12(a)  and  (ii)  it
       recognizes  the subjective nature of financial projections
       and   provisioning  policies  on  long   term   contracts.
       Accordingly, notwithstanding anything to the contrary  set
       forth   in   this   Agreement,   the   Seller   makes   no
       representation  and  gives  no warranty  with  respect  to
       revenue and cost recognition and provisions in respect  of
       long-term  contracts,  other  than  that  they  have  been
       established  in accordance with French GAAP applied  on  a
       consistent  basis  (with respect to the  French  Financial
       Statements)  or in accordance with US GAAP  applied  on  a
       consistent  basis  except  as  set  forth  therein   (with
       respect to the US Financial Statements).

   (g) All accounts  receivable included in the French  Financial
       Statements  are  properly  reflected  in  the  books   and
       records of the Group Companies.

   (h) There are  no  material differences between  the  carrying
       value  of the investment in each unconsolidated subsidiary
       included  in the Group Companies and the Group  Companies'
       proportionate share of underlying equity of such entity.

3.8 Movable Property and Businesses ("Fonds de Commerce")

   (a) All  property,   installations,   equipment   and   assets
       (whether  real, personal or mixed and whether tangible  or
       intangible)  purported to be owned and used by  the  Group
       Companies   to  conduct  their  business,  including   the
       vessels  described in Exhibit 3.8(a) (the "Vessels"),  are
       either fully owned by the Group Companies and are not  the
       subject  of material liens, pledges, charges, encumbrances
       or  other third-party rights or agreements, or are used by
       the  Group Companies under the terms of a valid  lease  or
       finance  lease ("credit bail") agreement.  To the best  of
       the  Seller's knowledge, except for the Vessels (which are
       separately   covered   below),   all   movable   property,
       installations, equipment and buildings and structures  are
       usable  for their intended purpose.  Except as  set  forth
       on  Exhibit  3.8(a),  the owned and  leased  property  and
       assets  of  the  Group  Companies constitute  all  of  the
       property  and  assets  used in the conduct  of  the  Group
       Companies  business during the last 12 months (except  for
       any  property  or  assets acquired  or  sold  during  that
       period  in  the ordinary course of business)  and  as  now
       conducted   and  the  consummation  of  the   transactions
       contemplated  by  this Agreement will not  result  in  the
       loss  of the use of any property or assets owned or leased
       by  the Group Companies (other than as a result of changes
       in  commercial  relationships that  may  result  from  the
       change in ownership of the Company).

   (b) To the best of Seller's knowledge, all of the Vessels  are
       in   all   respects  seaworthy  and  have  been   properly
       maintained.   The portion of the Vessels DLB 801  and  DLB
       Polaris  that are owned by Seller are fully owned  by  the
       Seller,  and  are  not the subject of any liens,  pledges,
       charges,  encumbrances  or  other  third-party  rights  or
       agreements (other than the existing lease to the  Company,
       which  the  Seller  covenants and  promises  to  terminate
       prior  to  the Closing Date).  The Seller and the  Company
       together  fully own the "Polaris" and the  "DLB  801"  and
       all  of  the  related  equipment, inventory  of  supplies,
       stores and spare parts.

   (c) Each of  the  Vessels is registered under the classes  and
       with  the  port of registries and classification societies
       set  forth  in Exhibit 3.8(a).  All fees of the registries
       in  question  have been paid in full up to  and  including
       the  date  hereof  and  there are no  outstanding  amounts
       payable   nor   has  anything  been  done   whereby   such
       registration   may   be  forfeited   or   imperiled.    No
       applications  have been made to change  the  name  of  any
       Vessel.

   (d) To the best of Seller's knowledge, the Vessels are (i)  in
       material   compliance   with   all   rules,   regulations,
       requirements,   recommendations  and  notations   of   the
       classification  society  with which  they  are  registered
       affecting  their  classification  and  (ii)  equipped   in
       accordance  with  the  applicable  regulations  of   their
       country of registration.

   (e) Except  as   set  forth  in  Exhibit  3.8(e),  the   Group
       Companies'  businesses ("fonds de commerce") have  in  all
       material   respects  been  operated  in  accordance   with
       applicable  laws,  regulations,  orders,  injunctions  and
       decrees.  Except as set forth in Exhibit 3.8(e) the  Group
       Companies  have  full  ownership of such  businesses,  and
       such   businesses  are  not  the  subject  of  any  liens,
       pledges,  charges,  encumbrances,  third-party  rights  or
       agreements  whatsoever, nor of any claims  or  actions  of
       any nature whatsoever.

3.9 Intellectual or Industrial Property

   Except as set forth in Exhibit 3.9:

   (a) All (i)  patents, patent applications, trademarks, service
       marks    and   registrations   therefor,   trade    names,
       copyrights,  copyright registrations,  logos,  proprietary
       computer  software,  proprietary technology,  slogans  and
       all  other  proprietary rights of any kind  or  character,
       wherever  located,  which are used or being  developed  in
       connection  with  the  business  of  any  of   the   Group
       Companies  and the confidential information  owned  by  or
       licensed  to  and  used by any of the Group  Companies  in
       connection  with the know-how, processes or assets  or  in
       the   conduct  of  the  business  of  any  of  the   Group
       Companies,   and   (ii)  engineering,  tooling   patterns,
       manuals,    catalogs,   brochures,    sales    literature,
       promotional  and  other selling materials,  nonproprietary
       computer    software,    microfilm   records,    drawings,
       specifications, nonproprietary technology, and  all  other
       nonproprietary  rights  of  any  kind  or  character   and
       wherever  located  which are used or  being  developed  in
       connection  with  the  business  of  any  of   the   Group
       Companies,  and other industrial or intellectual  property
       rights   ("IP  Rights")  which  are  used  by  the   Group
       Companies  in  carrying  out their activities  are  either
       owned  by  the Group Companies or are used pursuant  to  a
       valid  license  or similar agreement, none  of  which  are
       terminable  as  a  result  of  the  consummation  of   the
       transactions contemplated by this Agreement.

   (b) A  complete   and  up-to-date  list  of  all   IP   Rights
       registered  or  for which registration is pending  in  the
       name  of any of the Group Companies is attached hereto  as
       Exhibit  3.9.  The aforesaid IP Rights are not the subject
       of  any  liens, pledges, charges, encumbrances  or  third-
       party  rights, restrictions or agreements whatsoever,  nor
       to  the  best of the Seller's knowledge, of any claims  or
       actions by any third party seeking to invalidate or  place
       restrictions  on  such  rights. The Group  Companies  have
       paid  all  fees  and  have  carried  out  all  formalities
       necessary  to  ensure  that  all  IP  Rights  are  validly
       registered in the jurisdictions set forth on Exhibit 3.9.

   (c) None of  the  Group Companies has asserted any  claims  or
       actions  against any third party for infringement  of  any
       of  the  IP  Rights listed in Exhibit 3.9 during  the  two
       year  period preceding the date of this Agreement, and  to
       the  best knowledge of Seller, no person is infringing  or
       has  infringed  within the two years  prior  to  the  date
       hereof,  any  of the IP Rights, or has misappropriated  or
       improperly   disclosed  any  trade  secret,   confidential
       information  or  know-how related to the business  of  the
       Group Companies.

   (d) None of the Group Companies has, to the best knowledge  of
       the  Seller,  participated  in  any  infringement  of  any
       industrial  or intellectual property rights owned  by  any
       third party during the two year period preceding the  date
       of  this  Agreement, and to the best knowledge of  Seller,
       no  person has asserted that any of the Group Companies is
       infringing or has infringed within the two years prior  to
       the  date  hereof,  any IP Right of such  person,  or  has
       misappropriated or improperly used or disclosed any  trade
       secret, confidential information or know-how.

   (e) A listing  of  all  agreements relating to  IP  Rights  to
       which  any  of  the Group Companies is a party  (i)  under
       which  royalties  presently are  payable  or  may  in  the
       future  become payable by or to any of the Group Companies
       or  (ii) that materially restrict the use of the IP Rights
       by the Group Companies, is set forth on Exhibit 3.9.

3.10 Tax and Social Security

   (a) Except as set forth in Exhibit 3.10(a):

       (i) the Group  Companies  have filed  by  their  deadlines
           correctly  completed tax and social  security  reports
           and returns with the competent authorities;

       (ii)     the  Group  Companies are not delinquent  in  the
           payment  of any Taxes, duties and contributions payable
           by  them  (other than amounts that the Group  Companies
           are  contesting in good faith and are properly reserved
           in  the June 30 Balance Sheet in accordance with French
           GAAP);

       (iii)    the  reserves and provisions for accrued Tax  and
           social  security liabilities set forth in the Estimated
           June 30 Balance Sheet are adequate.

   When  used in this Agreement, "Taxes" shall mean any  federal,
   state,  local or foreign income, profit, franchise  (including
   without  limitation  those  that  are  based  on  net   worth,
   capitalization,   income  or  total   assets),   sales,   use,
   transfer,  real  property  transfer, recording,  value  added,
   fringe  benefits  tax,  real  or personal  property  or  other
   taxes,  assessments, fees, levies, duties  (including  without
   limitation customs duties and similar charges), deductions  or
   other  charges  of  any nature whatsoever  (including  without
   limitation  interest and penalties) imposed by any  law,  rule
   or regulation.

   (b) Except as set forth in Exhibit 3.10(b), none of the  Group
       Companies  is  the subject of any tax or  social  security
       audit  or  control,  or  has  received  any  request   for
       information from the tax or social security authorities.

   (c) The Seller  has  made available to the Purchaser  complete
       and  accurate  copies  of  all  material  tax  and  social
       security  reports and returns filed by any  of  the  Group
       Companies since January 1, 1997.

3.11 Insurance

   (a) Seller has  made available to Purchaser (as summarized  in
       Exhibit  3.11(a)):  (i) true and complete  copies  of  all
       cover   note   summaries  of  all  material  policies   of
       insurance to which any of the Group Companies is  a  party
       or  under which any of the Group Companies or their assets
       or  the  "Polaris" or "DLB 801" is or has been covered  at
       any  time within the two (2) years preceding the  date  of
       this  Agreement (other than policies of insurance of third
       parties,   including  J.  Ray  McDermott  S.A.   and   its
       affiliates   and   customers  of  the   Group   Companies,
       providing  coverage  for the Group Companies);  (ii)  true
       and  complete  copies  of  all  pending  applications  for
       policies  of insurance for which summary cover notes  have
       not  yet  been issued; and (iii) any written statement  by
       the  auditor  of  any  of the Group  Companies'  financial
       statements for the period beginning January 1,  1996  with
       regard  to  the adequacy of such entity's coverage  or  of
       the reserves for claims.

   (b) Exhibit  3.11(b)   describes:   (i)   any   self-insurance
       arrangement  by  or affecting any of the Group  Companies,
       including  any reserves established thereunder;  (ii)  any
       contract   or   arrangement,  other  than  a   policy   of
       insurance, for the transfer or sharing of any risk by  any
       of  the Group Companies; and (iii) all obligations of  the
       Group   Companies  to  third  parties  with   respect   to
       insurance  under  customer contracts and lease  agreements
       and  identifies  the policy under which such  coverage  is
       provided.

   (c) Exhibit 3.11(c)  sets  forth, by  year,  for  the  current
       policy  year  and  as  of year-end for  each  of  the  two
       preceding  policy  years:   (i)  a  summary  of  the  loss
       experience   under   each  policy   covered   by   Section
       3.11(a)(i);  (ii) a statement describing each claim  under
       each  such  insurance policy for an amount  in  excess  of
       $250,000,  which  sets  forth:   (A)  the  name   of   the
       claimant;  (B)  a  description of the policy  by  type  of
       insurance; (C) the amount and a brief description  of  the
       claim;  and (D) the amount of the claim still outstanding;
       and  (iii)  the  amount of any deductibles thereunder  not
       yet met.

   (d) Except as  set forth on Exhibit 3.11(d):  (i) all policies
       to  which  any  Group Company is a party or  that  provide
       coverage to any of the Group Companies covered by  Section
       3.11(a):   (A)  are  valid, outstanding, and  enforceable;
       (B)  are  issued  by an insurer that is financially  sound
       and  reputable; (C) taken together, provide customary  and
       reasonable  insurance  coverage  for  all  risks  normally
       insured  against by a person carrying on the same business
       or  businesses as the Group Companies; (D) are  sufficient
       for  compliance with all legal requirements and  contracts
       to  which  any  of the Group Companies is a  party  or  by
       which  any  of  them is bound; (E) will continue  in  full
       force  and  effect  following  the  consummation  of   the
       transactions contemplated by this Agreement;  and  (F)  do
       not  provide  for any retrospective premium adjustment  or
       other  experienced-based liability on the part of  any  of
       the  Group Companies; (ii) neither Seller nor any  of  the
       Group  Companies has received during the  last  two  years
       (A)  any  refusal of coverage or any notice that a defense
       will  be  afforded with reservation of rights, or (B)  any
       notice  of cancellation or any other indication  that  any
       insurance  policy is no longer in full force or effect  or
       will  not  be renewed or that the issuer of any policy  is
       not   willing   or   able  to  perform   its   obligations
       thereunder;  (iii)  the  Group  Companies  have  paid  all
       premiums    invoiced   and   due   (subject   to    normal
       administrative  processing  delays),  and  have  otherwise
       performed all of their respective obligations, under  each
       policy  to which any of the Group Companies is a party  or
       that  provides  coverage  to  Seller  in  respect  of  the
       Polaris  or  the DLB 801 or to any of the Group  Companies
       or  director  thereof; and (iv) the Group  Companies  have
       given  notice  to  the  insurer of  all  claims  that  the
       Company's  risk  management department is currently  aware
       of that may be insured thereby.

3.12 Contracts

   (a) Set forth  in  Exhibit 3.12(a) is a list  of  all  of  the
       following,  including amendments and  supplements  thereto
       (collectively, "Material Contracts"):

       (i)leases  or  other  contracts involving  obligations  on
           the  part of any of the Group Companies to pay amounts
           to  any  party  other than another  Group  Company  in
           excess  of  US$1  million in the aggregate  (it  being
           understood that individual purchase orders  placed  in
           the   ordinary  course  of  business  shall   not   be
           considered  "contracts"  for  this  purpose,  although
           master  agreements covering multiple  purchase  orders
           shall be considered "Contracts");

       (ii)     contracts  or  agreements under which  the  Group
           Companies  are  expected to receive  revenues  in  any
           years  (other  than prepaid revenues)  that  represent
           more   than   one  percent  (1%)  of  the   forecasted
           consolidated  revenues  of  the  Group  Companies  for
           1999;

       (iii)    loans,  guarantees or credit, finance,  lease  or
           security   agreements  to  which  any  of  the   Group
           Companies  is  a  party  (with any  party  other  than
           another Group Company);

       (iv)     contracts or other agreements between any of  the
           Group  Companies and any of its officers  (which  term
           shall,  in  this  Agreement, refer  in  particular  to
           President-directeur general, President du  Directoire,
           Gerant,  Directeur General, Directeur General Adjoint,
           Secretaire  General,  Directeur  Financier,  Directeur
           Commercial,  Directeur Technique and other individuals
           having  the same level of responsibility) or directors
           (which  term  shall,  in  this  Agreement,  refer   in
           particular  to  any  administrateur,  or   membre   du
           Conseil  de  surveillance or  membre  Directoire),  or
           members   of   their  respective  families,   or   any
           shareholder of any of the Group Companies (other  than
           the  constitutive documents of the entities listed  in
           Exhibit  3.4)  or its or their officers or  directors,
           or members of their respective families;

       (v)  joint venture  or joint bidding agreements  or  other
           contracts  involving the sharing of  profits,  losses,
           costs  or  liabilities  (other than  the  constitutive
           documents of the entities listed in Exhibit 3.4);

       (vi)    any  contracts terminable by the other party upon
           a change of control of any of the Group Companies;

       (vii)    any  agreements containing covenants that purport
           to  restrict the business activity of any of the Group
           Companies  (other than the constitutive  documents  of
           the  entities  listed in Exhibit  3.4)  or  limit  the
           freedom of any of the Group Companies or any of  their
           employees  to  engage in any line of  business  or  to
           compete with any Person;

       (viii)   any  collective  bargaining or similar  agreement
           to   or   with  any  labor  union  or  other  employee
           representative of a group of employees of any  of  the
           Group Companies;

       (ix)     any  power of attorney currently effective (other
           than  powers  of  attorney held by  employees  of  the
           Group Companies); and

       (x)any  sales  representative, foreign agent's  agency  or
           distribution agreement or agreement providing for  the
           payment  to or by any person based on sales, purchases
           or profits (other than direct payments for goods).

   (b) Except as set forth in Exhibit 3.12(b), none of the  Group
       Companies  is  in  default  under  any  of  the   Material
       Contracts  as a result of which another party thereto  has
       the  right to terminate any such Material Contract  before
       the   stated  expiration  of  its  term  or  which   could
       reasonably be expected to result in material damages,  and
       no  Group  Company  has notified the other  party  to  any
       Material Contract in writing of a material breach of  such
       other  party's obligations thereunder and, to the best  of
       Seller's  knowledge, (i) there are no defaults  under  any
       Material Contract by any other party thereto and  (ii)  no
       events have occurred that solely as a result of the  lapse
       of  time  or  the  giving of notice would  result  in  any
       defaults  thereunder.  Each Material Contract is  in  full
       force  and  effect,  and true and correct  copies  thereof
       have been made available to the Purchaser.

   (c) Except as  expressly set forth above, the Seller makes  no
       representation and gives no warranty with respect  to  the
       Material  Contracts.  Without limiting the  generality  of
       the  foregoing,  the  Seller makes no  representation  and
       gives  no  warranty  as to the profitability  (present  or
       future)  of  any of the contracts described in  subsection
       (a)(ii).

   (d) Except as contemplated with the Purchaser under the  terms
       of  this  Agreement, neither the Seller  nor  any  of  the
       Seller's  affiliates are bound under or  a  party  to  any
       contract   or   other   agreement   (i)   regarding    the
       consolidation  or  merger of any of  the  Group  Companies
       with  or  into  any such person or persons (ii)  regarding
       the   sale,   conveyance   or  disposition   of   all   or
       substantially all or a large portion of the assets of  any
       of  the  Group  Companies or a transaction  or  series  of
       related  transactions  in which any voting  securities  of
       any  the  Group Companies would be issued, transferred  or
       disposed  of,  or  (iii)  regarding  any  other  form   of
       acquisition,  liquidation, dissolution or  winding  up  of
       any of the Group Companies.

3.13 No Legal Proceedings

   Except  as  indicated in Exhibit 3.13, there are no  judicial,
   administrative,  investigative  or  arbitration   proceedings,
   whether  civil  or criminal, pending or, to the  best  of  the
   Seller's  knowledge,  threatened  against  any  of  the  Group
   Companies  or  current or former employees in connection  with
   their  employment, which, if determined adversely with respect
   to  such  Group  Company, would result in a  liability  in  an
   amount  exceeding 10 million French francs, or the  equivalent
   in any other currency.

3.14 Compliance with Law

   Except  as  indicated  in Exhibit 3.14, the  Group  Companies'
   activities  are  in  all  material  respects  carried  out  in
   compliance  with  the permits and consents  required  for  the
   performance   of   their  activities  and   with   all   laws,
   legislation and regulations which are presently applicable  to
   them.   Neither  Seller  nor any of  the  Group  Companies  is
   subject  to any outstanding order, writ, injunction or  decree
   that  would have a Material Adverse Effect on the business  of
   the  Group  Companies, taken as a whole, as  conducted  during
   the  last 12 months or as currently conducted or would prevent
   or  delay  in  any  material respect the consummation  of  the
   transactions contemplated hereby.  The provisions of the  1997
   OECD   Convention  on  combating  bribery  of  foreign  public
   officials  in  international business transactions  have  been
   incorporated  into the standard form of agent  agreement  used
   by the Group Companies.

3.15 Licenses

   (a) The Group  Companies (i) own, or hold rights  lawfully  to
       use  in  the operation of their businesses, all  licenses,
       permits,  concessions,  franchises,  consents,  orders  or
       authorizations   or  registrations  of   governmental   or
       administrative  bodies  (collectively,  "Licenses")  which
       are  necessary  for the Group Companies to  conduct  their
       businesses  as  now conducted and (ii) all  such  Licenses
       are  in full force and effect, and the Group Companies are
       in  compliance with their obligations under such  Licenses
       in all material respects.

   (b) Except as set forth in Exhibit 3.8(e) with respect to  the
       Warri  yard  property,  there are no  proceedings  of  any
       nature  pending  or,  to  the best  knowledge  of  Seller,
       threatened  against any of the Group Companies  which  are
       reasonably  likely to result in the withdrawal, suspension
       or  modification of any of the Licenses owned or  used  by
       the Group Companies.

3.16 Environment

   Except as indicated in Exhibit 3.16, the Group Companies  have
   carried  out  their activities in compliance in all  materials
   respects   with  environmental  legislation  and   regulations
   applicable  to  them, their assets and their operations.   The
   Group   Companies  have  obtained  and  currently   hold   all
   environmental  Licenses or, where applicable, have  filed  the
   necessary   declarations   with  the   relevant   authorities,
   required  for  the  performance of their activities,  and  the
   Group  Companies are complying in all material  respects  with
   such  Licenses.   Except as disclosed  on  Exhibit  3.16,  (i)
   there  is  no physical condition existing on any property  now
   or  previously owned or operated by any of the Group Companies
   (nor  are there any physical conditions existing on any  other
   property that may have been impacted by the operations of  the
   Group  Companies)  and  (ii)  the  Group  Companies  have  not
   handled  or  disposed of any substance, arranged for  disposal
   of  any substance, exposed any employee or other person to any
   substance or condition or operated any facility in any  manner
   in  any  case which could reasonably be expected to give  rise
   to  any  remedial  obligation under environmental,  health  or
   safety  laws  or which could result in any liability  for  the
   Group  Companies  to  any  third  person  claiming  damage  to
   persons, property or natural resources.

3.17 Labor Matters

   (a) Except as  described in Exhibit 3.17(a), no Group  Company
       maintains   or   participates  or  permits  employees   to
       participate  in  any compensation, bonus,  profit-sharing,
       pension,  retirement, stock option or purchase,  severance
       pay,   life,  health,  medical,  disability  or   accident
       insurance,  vacation  or other employee  benefit  plan  or
       program  in  excess of the employee profit  participations
       required  by applicable law in the jurisdictions in  which
       the   Group  Companies  operate  (a  "Plan").   The  Group
       Companies are in compliance in all material respects  with
       all of the Plans.

   (b) Except as indicated in Exhibit 3.17(b), none of the  Group
       Companies has entered into any contracts with any  of  its
       employees which provide, in the event of termination,  for
       a  notice period or payment of an indemnity which  exceeds
       that  provided for by applicable legislation,  regulations
       and collective bargaining agreements.

   (c) Except as  set  forth in Exhibit 3.17(c), there  have  not
       occurred,  or  to  the  best  knowledge  of  Seller   been
       threatened,  any strikes, work stoppages or other  similar
       labor  actions  by any group of employees of  any  of  the
       Group  Companies during the two-year period preceding  the
       date of this Agreement.

   (d) Except as  set  forth  in Exhibit 3.17(d),  no  breach  of
       contract  and/or  denial  of  fair  representation  (delit
       d'entrave) claim has been filed or is pending against  any
       of  the  Group  Companies  and/or any  labor  organization
       representing  employees of any of the Group Companies;  no
       citation  has been issued by any labor inspector or  other
       authority  responsible for the supervision  of  compliance
       with   labor  related  rules  against  any  of  the  Group
       Companies   and  no  notice  of  contest  or   enforcement
       proceeding involving any of the Group Companies  has  been
       filed or is pending.

   (e) Except as  set  forth in Exhibit 3.17(e), no employees  of
       the  Group Companies or persons representing the interests
       of   such   employees  have  ever  made  claims   to   any
       administrative (including the social security  office)  or
       judicial authorities, to be compensated for the harm  they
       suffered  as  a  result  of  an  asbestos-related  illness
       recognized  as an occupational illness within the  meaning
       of  the  French Social Security Code and no allegation  of
       inexcusable fault which may allegedly have been  committed
       by  the  Group  Companies has either  been  made  by  such
       employees  (or  persons representing their  interests)  or
       upheld   by  the  competent  administrative  or   judicial
       authorities (including the social security tribunal).

   (f) The Company has notified its Comite d'Entreprise  and,  to
       the  extent  required, other employee  representatives  of
       the  Group  Companies  of  the  transactions  contemplated
       hereby in accordance with applicable law.

3.18 Intermediaries

   Neither  the Seller nor any of the Group Companies has entered
   into  any  agreements  with  any  intermediaries  or  advisors
   whatsoever  which  would bind one of the  Group  Companies  to
   pay,   either   directly  or  indirectly,  any   remuneration,
   commissions  or  fees  as a result of the  signature  of  this
   Agreement  or  the performance of the obligations contemplated
   herein or in the other Seller Documents.

3.19 Disclosure

   All  documents  and other papers included  in  the  data  room
   documents  provided to the Purchaser by or on  behalf  of  the
   Seller  or  the  Seller's affiliates in connection  with  this
   Agreement   and  the  transactions  contemplated  herein   are
   accurate  and  authentic.  The representations and  warranties
   of  Seller in this Agreement and in the other Seller Documents
   do  not  contain  any untrue statement of a material  fact  or
   omit  to  state  any  material  fact  necessary  to  make  the
   statements  made  therein, in the context in  which  they  are
   made,  not  false  or misleading.  To the  best  knowledge  of
   Seller,   there  are  no  facts  or  circumstances  that   are
   reasonably  likely to have a Material Adverse  Effect  on  the
   Group  Companies taken as a whole that have not been disclosed
   to  Purchaser in this Agreement, in the exhibits hereto or  in
   the  other  documents provided to the Purchaser in  connection
   with  the  transactions  contemplated  hereby.   The  Seller's
   representations in this Section 3.19 are made  exclusively  in
   connection with the transactions contemplated hereby, and  the
   Seller  makes no representation in relation to the use by  the
   Purchaser of any information provided by the Seller or any  of
   the Group Companies for any other purpose.

3.20 Year 2000 Compliance

   The   Seller  has  disclosed  to  the  Purchaser   the   Group
   Companies'  plans  designed to address the operational  issues
   of  the computers and computer systems used in connection with
   the   Group   Companies'  business  (including  software   and
   hardware,  referred to in this case as the "IT System")  which
   are  expected to arise in connection with the change  in  year
   from  1999 to 2000, including any related change in the  field
   configuration  containing  date  information  within  the   IT
   System  and  the estimated cost of implementing  any  required
   upgrades and/or amendments.

3.21 Interpretation

   The  Seller acknowledges that it is the owner of 100%  of  the
   outstanding  share capital of the Company, and that  it  is  a
   member  of  the  Board  of Directors  of  (and  controls)  the
   Company.   In  connection  with  the  transactions   in   this
   Agreement,   the   Seller  has  made  such  preparations   and
   participated  in  such  discussions  with  management  of  the
   Company  as  is  normal and appropriate for  a  party  in  the
   position  of the Seller.  Accordingly, where any statement  is
   qualified in this Article 3 by the expression "so far  as  the
   Seller  is  aware" or "to the best of the Seller's  knowledge"
   or   any   similar  expression,  that  statement  shall   mean
   information  actually known to (i) the Seller or  any  officer
   or  director of Seller or the Company or entity that  controls
   either  of  such corporations or entities and (ii) information
   that  Seller  or  any officer or director  of  Seller  or  the
   Company  should reasonably be expected to have obtained  as  a
   result   of   their  position  as  an  officer,  director   or
   shareholder.

3.22 Update Exhibit

   (a) On the tenth Paris business day prior to the Closing  Date
       (the  "Update Delivery Date"), the Seller may  deliver  to
       the  Purchaser  an Exhibit (the "Update Exhibit")  setting
       forth  events  occurring between the date hereof  and  the
       Update  Delivery Date that, in the absence of  the  Update
       Exhibit,  would  render  any of  the  representations  and
       warranties of the Seller untrue as of the Update  Delivery
       Date.   The Update Exhibit shall include, with respect  to
       each  item mentioned therein, the date on which the Seller
       believes that the relevant event occurred.

   (b) The Seller  hereby  warrants to  the  Purchaser  that  the
       representations  and warranties set  forth  in  Article  3
       hereof  will  be  true and correct as of (i)  the  Closing
       Date  (if on or prior to September 15, 1999), or (ii)  the
       later  of  September 15, 1999 or the Update Delivery  Date
       (if  the Closing Date is after September 15, 1999), in any
       such  case as though made on such date, except as  to  any
       matters  that occur between the date of signature of  this
       Agreement and the Update Delivery Date that are set  forth
       on the Update Exhibit.

   (c) The Update  Exhibit shall be deemed to  update  and  amend
       the  representations and warranties provided for  in  this
       Article 3 as of the Update Delivery Date.  Except  as  set
       forth  in Section 3.22(d), the Seller shall not be  deemed
       to  be  in  breach  of  any  of  its  representations  and
       warranties  with respect to any matters disclosed  in  the
       Update  Exhibit, and the Update Exhibit shall, subject  to
       Section   3.22(d),   discharge   the   Seller   from   its
       indemnification obligation under Article 7  in  connection
       with  disclosures  made  therein.   The  delivery  of  the
       Update  Exhibit shall not, however, limit the  Purchaser's
       right  not  to  consummate  the transactions  contemplated
       herein,   if  the  conditions  precedent  to  the  Closing
       contemplated by Section 8.1(b) have not been satisfied.

   (d) Notwithstanding the  foregoing, the Seller  shall  not  be
       discharged  from  its  indemnification  obligation   under
       Article  7  with  respect to any matter disclosed  in  the
       Update  Exhibit  that  arises out of  an  event  occurring
       prior to September 15, 1999, except for:

       (i) any event  arising from any acts taken or  omitted  to
           be  taken in accordance with the instructions  of  the
           Purchaser  given pursuant to Article 5, or  which  the
           Purchaser  has  been deemed to have approved  pursuant
           to Article 5, or

       (ii)      any   event  that  would,  if  reflected  in   a
           consolidated  balance  sheet  of  the  Seller  as   of
           September  15,  1999, constitute an  Excluded  Element
           (determined  as  if  the QPSRs  were  prepared  as  of
           September 15, 1999 rather than June 30, 1999).

   (e) In addition,  notwithstanding the  foregoing,  the  Seller
       shall   not   be   discharged  from  its   indemnification
       obligation  under Article 7 with respect  to  the  matters
       described on Annex V.


                            ARTICLE 4
                REPRESENTATIONS OF THE PURCHASER

     The Purchaser hereby makes the following representations and
warranties for the benefit of the Seller as of the date  of  this
Agreement and as of the Closing Date:

4.1 Organization; Authority and Validity

   (a) The Purchaser  is  a  corporation duly organized,  validly
       existing and in good standing under the laws of the  State
       of  Louisiana.  The Purchaser has the corporate power  and
       authority  to  enter  into this Agreement  and  the  other
       Purchaser  Documents  and  to carry  out  its  obligations
       hereunder  and  thereunder.  "Purchaser  Documents"  shall
       mean  this  Agreement, the Charter Party (if the Purchaser
       is a party thereto) and the Cooperation Agreement.

   (b) The execution  of  this Agreement and the other  Purchaser
       Documents   and  the  consummation  of  the   transactions
       contemplated herein and therein have been duly  authorized
       by  all  necessary corporate action on  the  part  of  the
       Purchaser.

   (c)This  Agreement  has been, and each of the other  Purchaser
       Documents  when  executed  will  be,  duly  executed   and
       delivered  by  the Purchaser and constitutes,  or  in  the
       case  of  each  of  the  other  Purchaser  Documents  will
       constitute, a legal, valid and binding obligation  of  the
       Purchaser, enforceable against it in accordance  with  its
       terms.

4.2 No Breach

   Neither  the  execution by the Purchaser of this Agreement  or
   the  other  Purchaser  Documents nor the consummation  of  the
   transactions contemplated herein or therein does or will:

       (i)conflict   with  or  violate  any  provision   of   the
          certificate   of  incorporation  or  by-laws   of   the
          Purchaser;

       (ii)     violate, conflict with or result in the breach of
          any contract to which the Purchaser is a party; or

       (iii)    constitutes a violation by the Purchaser  of  any
          laws   or   regulations  applicable  to   it   or   its
          properties;

   except   for   any  such  matters  that  would   not,   either
   individually  or  in the aggregate, prevent or  delay  in  any
   material  respect the ability of the Purchaser to perform  its
   obligations  under  this  Agreement  or  the  other  Purchaser
   Documents.

4.3 Consents

   Except  for filings under the U.S. securities laws, no consent
   or  authorization  of, or registration  or  filing  with,  any
   governmental   or   regulatory   body   or   any   court    or
   administrative  tribunal is required to  be  obtained  by  the
   Purchaser  in connection with the execution of this  Agreement
   and  the other Purchaser Documents or the consummation of  any
   of the transactions contemplated herein or therein.


                            ARTICLE 5
                     COVENANTS OF THE SELLER

5.1 Management Between the Date Hereof and the Closing Date

   Between  the  date  hereof  and the Closing  Date,  except  as
   provided  herein  or as otherwise agreed  in  writing  by  the
   Purchaser, the Seller shall (x) cause the Group Companies  not
   to  undertake  any actions that are intended to  result  in  a
   breach  of  the representations and warranties  set  forth  in
   Article 3 and (y) cause each of the Group Companies:

   (a) to carry  out its activities solely within the normal  and
       ordinary   course   of  business  consistent   with   past
       practices,  with  reasonable diligence and  as  a  prudent
       manager (bon pere de famille);

   (b) to preserve  its  present  relationships  with  customers,
       suppliers  and other persons with which it has significant
       business   relations,   except   for   changes   in   such
       relationships  that  are made in the  ordinary  course  of
       business;

   (c) in the  case of the Company not to decide upon,  or  make,
       any   distribution  of  profit  or  reserves,  except   as
       expressly contemplated herein;

   (d) not to  be  a party to any merger, split or consolidation,
       or  to  sell  all or a substantial part of its  assets  or
       businesses, and not to make any change to its capital,  or
       issue  securities  of  any  nature  whatsoever,  including
       without   limitation   shares,   convertible   securities,
       preferred  instruments or warrants or options  to  acquire
       shares; and

   (e) not to modify its by-laws;

   (f) not to  redeem, purchase or otherwise acquire or offer  to
       acquire any of its shares;

   (g) not to  acquire  (by merger, consolidation or  acquisition
       of  stock  or  assets)  any interest in  any  corporation,
       partnership  or  other business organization  or  division
       thereof  nor  enter  into any joint  venture,  partnership
       and/or  exclusivity arrangement with any third  party  nor
       any  arrangement which could restrict the ability  of  any
       Group Company to undertake any form of business;

   (h) not  to  pledge,  charge,  mortgage,  grant  any  security
       interest  in,  or otherwise encumber any  of  its  assets,
       except  in the ordinary course of business and in a manner
       consistent with past practices;

   (i) not to enter into, amend and/or terminate any contract  or
       agreement under which revenue is expected to be earned  or
       payments   are   expected  to  be  made   in   excess   of
       US$7,500,000  (or  its equivalent in any other  currency),
       except  that  this  restriction shall  not  apply  to  any
       contract  entered  into in response to any  bid  in  which
       both  a  Group Company and a the Purchaser or one  of  its
       affiliates  is or is likely to be invited to bid,  or  the
       entry into any contract in respect of which a binding  bid
       has been made prior to the date hereof;

   (j) not to  authorize any capital expenditure in an amount  in
       excess  of  US$1,000,000 (or its equivalent in  any  other
       currency)   or   capital   expenditures   in   excess   of
       US$10,000,000  (or its equivalent in any  other  currency)
       in the aggregate;

   (k) not to  increase compensation of any officer, director  or
       employee  or  grant  any  severance  or  termination  pay,
       except  in the ordinary course of business and in a manner
       consistent   with  past  practice,  or  as   required   by
       applicable law;

   (l) not to  make any payment under any employee benefit  plan,
       except  in the ordinary course of business and in a manner
       consistent with past practice or as otherwise required  by
       such plan as in effect at the date hereof;

   (m) not to  loan  or advance money to any person  (other  than
       another  Group Company) under any circumstance  whatsoever
       except  for  credit transactions with customers  on  terms
       consistent  with  past practice and in the  aggregate  not
       exceeding US$10,000,000;

   (n) not to  do  any  act  or omit to do any  act  which  would
       reasonably be expected to cause a material breach  of  any
       contract commitment or obligation;

   (o) to maintain  all existing insurance policies  relating  to
       the Group Companies in full force and effect;

   (p) not dispose  of or grant or agree to dispose of  or  grant
       any  option in respect of any assets valued in  excess  of
       US$500,000  (or  its  equivalent in  any  other  currency)
       except  in  the  ordinary course of business  and  in  the
       aggregate not exceeding US$5,000,000;

   (q) not to  change  any  Group Company's accounting  reference
       date  or  methods (except as required by changes in  local
       accounting regulations);

   (r) not initiate, compromise, waive or settle any  litigation,
       arbitration  or  mediation proceedings  or  claims  in  an
       amount over US$1,000,000;

   (s) not create  any  new  financial debt  in  an  amount  over
       $250,000,   other   than  short-term  indebtedness   under
       working  capital lines incurred in the ordinary course  of
       business,  or  any  debt  incurred  to  refinance  or   in
       substitution  for debt existing on June 30, 1999,  or  any
       replacement  therefor, on terms no less favorable  to  the
       Group Companies than the existing debt being replaced;

   (t) not to  enter into any transaction with the Seller or  any
       of  its  affiliates  (other than another  Group  Company),
       except in the ordinary course of business consistent  with
       past practice, on arm's length terms; and

   (u) not make any commitment to do any of the foregoing.

   In  the  event  that the Seller or any Group Company  requests
   the  approval  of  the Purchaser by notice in accordance  with
   Section  9.8  of  any of the matters referred  to  above,  the
   Purchaser  shall respond to such request within 72  hours,  or
   in  the  case of matters referred to in subsections (i)  above
   within  48  hours, failing which such request shall be  deemed
   to have been granted.

5.2 Access to Facilities

   The  Seller  shall  cause the Group Companies  to  permit  the
   Purchaser  and  its representatives to inspect the  facilities
   of  the  Group Companies and otherwise have full access during
   normal  business hours upon reasonable prior  notice,  to  the
   employees,  statutory  auditors,  facilities  and  books   and
   records   and   documents  of  the  Group  Companies,   permit
   Purchaser  or its agents to inspect and conduct nondestructive
   testing  of any of the facilities of the Group Companies,  and
   furnish   to   Purchaser's  representatives  all   information
   concerning  the business as Purchaser may reasonably  request,
   in  each  case except to the extent that such access, testing,
   inspection  or  furnishing  of  information  would  materially
   interfere  with the ability of the Group Companies to  conduct
   business in accordance with the requirements of Section 5.1.

5.3 Information for Financing

   The  Seller  shall  take reasonable measures,  and  cause  the
   Group  Companies  to  take reasonable measures,  to  cooperate
   with  and assist the Purchaser (upon request by the Purchaser)
   in   the  preparation  of  any  information  required  by  the
   entities  proposing to provide financing for the  transactions
   contemplated hereby or required to be included in any  filings
   made   by  Purchaser  with  the  US  Securities  and  Exchange
   Commission   (the   "SEC"),  including   obtaining   customary
   consents  and comfort letters from its statutory auditors  and
   customary  legal  opinions.   The Purchaser  acknowledges  and
   agrees  that  (i)  neither the Seller nor the Group  Companies
   shall have any liability for the use made by the Purchaser  of
   any  documents,  materials  or  information  provided  to  the
   Purchaser  pursuant  to  Section  5.3,  (ii)  the  information
   furnished  by the Purchaser to its financiers and in  its  SEC
   filings  is the sole responsibility of the Purchaser, and  the
   Purchaser   shall  not  represent  to  any  party  that   such
   information is the responsibility of the Seller or  the  Group
   Companies,  and (iii) the Purchaser shall indemnify  and  hold
   harmless  the  Seller  and  the Group  Companies  against  any
   damages,  losses,  claims  (including  fines,  judgments   and
   assessments), liabilities, actions, obligations  and  expenses
   and  costs (including reasonable attorneys' fees) arising from
   the  use  by  the  Purchaser of any information  or  materials
   furnished  pursuant  to  this Section 5.3,  including  without
   limitation  any  liability arising under the U.S.  federal  or
   state securities laws.

5.4 US June 30 Financial Statements

   As  soon as reasonably practicable after the date hereof,  and
   in  any event no later than August 31, 1999, the Seller  shall
   furnish,  or cause the Company to furnish, to the Purchaser  a
   consolidated income statement, balance sheet and statement  of
   cash  flow  (excluding  the  related  notes,  which  shall  be
   delivered  as  soon as reasonably practicable thereafter)  for
   the  Company and its consolidated subsidiaries as of  and  for
   the  six  months ended June 30, 1999, prepared  in  accordance
   with  U.S.  GAAP  applied  on  a  consistent  basis  with  the
   accounting  principles used in the US Financial Statements  as
   of  and for the year ended December 31, 1998, except as stated
   therein.   Upon delivery of such financial statements  to  the
   Purchaser,  the  Seller  will  be  deemed  to  have  made  the
   representations  and warranties set forth  in  Section  3.7(a)
   also   with   respect  to  such  financial  statements,   with
   references  in  Section 3.7(a) to the US Financial  Statements
   being  deemed  to  include references to such  June  30,  1999
   financial statements.


                            ARTICLE 6
            COVENANTS OF THE PURCHASER AND THE SELLER

6.1 Consents

   The  Seller agrees to obtain the shareholder consents referred
   to in Section 3.6 on or prior to the Closing Date.

6.2 Performance Bonds and Guarantees

   (a) The Purchaser agrees to obtain the release of the  Seller,
       effective  no  later  than  the  Closing  Date,  from  the
       Seller's    obligations   under   (i)   the    guarantees,
       performance bonds and other instruments listed in  Exhibit
       6.2(a)  with  expiration  dates  (date  d'echeance)  after
       December  31,  1999,  and  (ii)  renewals  of  the  credit
       guarantees  listed  in Exhibit 6.2(a) (identified  therein
       by a blank under the column "affaire").

   (b) The Purchaser  shall  reimburse the Seller  promptly  upon
       first  demand  for any payments made by the  Seller  after
       the  Closing Date under the guarantees, performance  bonds
       and  other  instruments  listed  in  Exhibit  6.2(a)  with
       expiration dates on or prior to December 31, 1999.

6.3 Further Actions

   (a) Subject to the terms and conditions herein provided,  each
       of  the  parties hereto agrees to use its best efforts  to
       take,  or  cause to be taken, all actions and  to  do,  or
       cause  to  be  done,  all  things  necessary,  proper   or
       advisable  under  all applicable laws  to  consummate  and
       make  effective  the  transactions  contemplated  by  this
       Agreement.

   (b) At all  times  prior  to  the Closing,  each  party  shall
       promptly notify the other in writing of the occurrence  of
       any event which will or is reasonably likely to result  in
       this  failure  of  any  of  the  conditions  contained  in
       Article 8 to be satisfied.


                            ARTICLE 7
                         INDEMNIFICATION

7.1 Principle

   (a) Subject to  the provisions of this Article 7,  the  Seller
       hereby   undertakes,  from  and  after  the  Closing,   to
       indemnify  the  Purchaser and each of its  affiliates  and
       each  of  the  Group  Companies (the "Purchaser  Parties")
       for,  and  to hold the Purchaser Parties harmless against,
       all  damages,  losses, claims (including fines,  judgments
       and  assessments), liabilities, actions,  obligations  and
       expenses   and  costs  (including  reasonable   attorneys'
       fees),  in  each case in excess of the reserves for  risks
       of  the relevant nature included in the Estimated June  30
       Balance   Sheet  ("Losses")  actually  suffered   by   the
       Purchaser Parties which arise out of, result from  or  are
       based  upon  (i) any inaccuracy or breach (without  giving
       effect   to   any   materiality  qualification   contained
       therein)   of   the  representations  and  warranties   or
       covenants of the Seller given in this Agreement or in  any
       of  the other Seller Documents, (ii) any Taxes payable  to
       the  Republic  of France or any taxing authority  therein,
       for  periods  prior to June 30, 1999 or  for  transactions
       prior  to the Closing Date, (iii) any claim by an employee
       or  former employee of the Group Companies or other person
       (or  persons  representing the interests of that  employee
       or  person)  seeking compensation for harm suffered  as  a
       result  of an asbestos related illness to the extent  such
       claim  is  based  on  exposure to asbestos  prior  to  the
       Closing Date, (iv) (a) any failure by J. Ray McDermott  to
       satisfy  its obligations under the Master Termination  and
       Transfer  Agreement  dated April 3,  1998  (including  its
       schedules   and  exhibits)  or  other  related  agreements
       entered  into  between  J.  Ray  McDermott,  S.A.,  Seller
       and/or  the  Company in connection with  the  transactions
       contemplated  by  the  Master  Termination  and   Transfer
       Agreement, or (b) any claims by J.  Ray McDermott  or  its
       Affiliates  against ETPM (as those terms  are  defined  in
       the  Master Termination and Transfer Agreement dated April
       3,  1998,  including its schedules and exhibits) or  other
       related  agreements entered into between J. Ray McDermott,
       S.A.,  Seller  and/or the Company in connection  with  the
       transactions  contemplated by the Master  Termination  and
       Transfer  Agreement, under the indemnification  provisions
       of  Article V, Section 7(a) of the Master Termination  and
       Transfer  Agreement,  (v)  any claims,  investigations  or
       liabilities  existing as of the Closing  Date  or  arising
       out  of facts or circumstances existing at or prior to the
       Closing  Date  relating to or based on  any  violation  of
       anti-trust,  or  similar laws prohibiting anti-competitive
       behavior, and (vi) Losses (to the extent set forth in  the
       next  sentence)  occurring in respect of the  matters  set
       forth  in  Annex  V.  The indemnification referred  to  in
       clause   (vi)   shall  be  due  (A)  for  the   respective
       percentages  set forth in Annex V of the relevant  Losses,
       until  the  non-indemnified portions of such Losses  reach
       the  respective amounts set forth in Annex V (if any), and
       (B) thereafter, for 100% of such Losses.

       For  purposes of the foregoing, a reserve shall be  for  a
       risk  of  the "relevant nature" if it relates to the  type
       of  Loss  incurred (such as doubtful account, tax, pension
       or  similar categories), without regard to whether it  was
       taken  in respect of the specific item in respect of which
       the  Loss was incurred, except that, with respect  to  Tax
       matters,  a  reserve shall be for a risk of the  "relevant
       nature"  only if it relates to the jurisdiction where  the
       Loss  occurs.   On the earliest of (i) the date  on  which
       any  Tax  matter  for which a reserve is included  in  the
       Estimated   June  30  Financial  Statements   is   finally
       resolved,   (ii)  the  date  on  which  the   statute   of
       limitations  expires in respect of any  such  matter,  and
       (iii)  the  fifth  anniversary of the  Closing  Date,  the
       amount  of such reserve that is not applied in respect  of
       such  resolution  (or  any  prior  interim  resolution  in
       respect  of  the  same  matter)  shall  be  paid  by   the
       Purchaser to the Seller in cash in U.S. dollars,  promptly
       after such date.

   (b) Subject  to  the  provisions  of  this  Article   7,   the
       Purchaser  hereby undertakes, from and after the  Closing,
       to  indemnify the Seller and its affiliates other than the
       Group  Companies (the "Seller Parties") for, and  to  hold
       the  Seller Parties harmless against, all Losses  actually
       suffered by the Seller Parties which arise out of,  result
       from  or  are based upon any inaccuracy or breach (without
       giving  effect to any materiality qualification  contained
       therein)   of   the  representations  and  warranties   or
       covenants of Purchaser given in this Agreement or  in  any
       of the other Purchaser Documents.

7.2 Claims

   In  order to be valid, any claims made under the terms of this
   Article 7 (a "Claim") shall be made in writing as follows:

   (a) each  Claim  shall  state,  with  reasonable  detail,  the
       specific grounds therefor and the amount claimed; and

   (b) each Claim shall be made with reasonable promptness  after
       any  of  the Purchaser Parties or Seller Parties,  as  the
       case  may  be,  becomes aware of the circumstances  giving
       rise  thereto; provided, however, that any failure to give
       such notice will not waive any rights hereunder except  to
       the  extent  that  the  rights of the  party  entitled  to
       notice are actually prejudiced by the delay.

7.3 Deadlines for Claims

   The  representations and warranties set forth in Sections  3.1
   through  3.6,  Section 3.8(b) (other than the  first  sentence
   thereof)  and  Article 4 shall survive  the  Closing  and  any
   investigations by the parties and shall survive  indefinitely.
   The  representations  and warranties  set  forth  in  Sections
   3.10,  3.14  and  3.16  shall survive  the  Closing,  and  any
   investigations  by  the  parties  and  shall   survive   until
   expiration  of the statute of limitations or other limitations
   or  the  time  within which claims relating to the  underlying
   matters  covered  by such representation and warranties  shall
   have  expired and shall then expire, unless the period covered
   by  such  statute  of limitations or similar limitation  shall
   exceed  five  years  (or, in the case of Section  3.14,  three
   years)  or  shall be of indefinite duration,  in  which  event
   such   representations  and  warranties  shall  survive  until
   midnight Paris time on the fifth anniversary (or, in the  case
   of  Section  3.14, the third anniversary) of the Closing  Date
   and   shall  then  expire.   All  other  representations   and
   warranties of the parties contained in this Agreement,  or  in
   any  Seller  Document or Purchaser Document,  and  any  Claims
   under  Section 7.1(a)(i) other than Claims based  on  breaches
   of  representation and warranties, shall survive  the  Closing
   and  any  investigations  by the parties,  and  shall  survive
   until  midnight Paris time eighteen months after  the  Closing
   Date,  and  shall  then expire.  Upon the  expiration  of  any
   representation  and  warranty pursuant to  this  Section  7.3,
   unless  written notice of a Claim based on such representation
   and  warranty for a Loss or an expected Loss shall  have  been
   delivered  prior to such expiration, no Claim may  be  brought
   based on the breach of such representation and warranty.

7.4 Third-Party Claims

   In  the  event that a Claim is made on the basis  of  a  claim
   made  by  a  third  party, the indemnifying party  may  retain
   counsel  reasonably acceptable to the claiming  party  at  its
   own  expense to defend against such third-party claim.  At the
   request  of the indemnifying party, the claiming party  shall,
   and  if  the claiming party is the Purchaser, shall cause  the
   Group   Companies  to,  present  all  arguments,  submit   all
   pleadings,  take  all actions, and file all counterclaims,  in
   each  case  consistent with applicable law, and more generally
   cooperate   with  the  indemnifying  party  and  the   counsel
   appointed  by  it.  The claiming party shall provide,  and  if
   the  claiming  party is the Purchaser, shall cause  the  Group
   Companies  to  provide,  the  indemnifying  party   with   all
   information  and documents in relation to any such third-party
   claim  which  the  indemnifying party may reasonably  request.
   The  claiming  party shall not, and if the claiming  party  is
   the  Purchaser,  shall  cause  the  Group  Companies  not  to,
   settle,  admit  liability  or  withdraw  any  counterclaim  in
   connection with any such third-party claim without  the  prior
   written  consent  of  the  indemnifying  party.   Unless   the
   indemnifying  party  shall have agreed  in  writing  that  all
   Losses   relating  to  a  particular  third-party  claim   are
   indemnifiable  in  full pursuant to this Article  7,  no  such
   third-party  claim  may be settled by the  indemnifying  party
   without  the  consent  of the claiming  party,  which  consent
   shall  not  be  unreasonably withheld.  The  claiming  party's
   obligations  under this Section 7.4 are conditional  upon  its
   being  indemnified  to  its  reasonable  satisfaction  by  the
   indemnifying  party  against  all  reasonable  out  of  pocket
   expenses  incurred  by  it or, if the claiming  party  is  the
   Purchaser,  by  any  Group  Company  in  connection  with  the
   performance of such obligations (including the actual cost  of
   personnel  of  any Group Company that participates  materially
   in  the defense of any third party claim at the request of the
   Seller),  such costs to be paid periodically as incurred.   In
   the  event that (i) any third party claim is reasonably likely
   to  have  a Material Adverse Effect on the Group Companies  or
   the  Purchaser other than in the form of monetary damages,  or
   (ii)  is related to matters covered by Sections 7.1(a)(iv)  or
   7.1(a)(v),  the Purchaser shall have the right to  participate
   in  the defense against such third party claim, and the Seller
   shall  reimburse  the  Purchaser for the reasonable  fees  and
   expenses  of  one counsel in connection with the participation
   of  the  Purchaser  in  such  defense.   The  Purchaser  shall
   cooperate  fully  with  the indemnifying  party  in  defending
   against any investigations, claims or liabilities asserted  by
   third parties, to the extent permitted by applicable law.

7.5 Effective Nature of the Loss

   (a) Any indemnification  due shall be calculated  taking  into
       account  the  effect of any Tax savings  realized  by  the
       indemnified  entity  as a result of the  deductibility  of
       the  relevant  Loss.  For purposes of the  foregoing,  Tax
       savings  shall be considered "realized" if they result  in
       an  actual cash savings to a Group Company, or if they are
       recorded  as  tax benefits or deferred tax assets  in  the
       consolidated financial statements of the Company  (or  any
       successor   in   interest  to   the   Company)   and   its
       consolidated subsidiaries.

   (b) If a  Claim  is based upon a liability which is contingent
       only,  no  payment of indemnification shall be due  unless
       and until such liability becomes due and payable.

   (c) The Seller  shall  not be held liable for  indemnification
       of  any  Loss sustained by a Group Company, to the  extent
       that  such  Loss  is  compensated by a  gain  received  by
       another  Group Company arising out of the same  facts  and
       circumstances, and as a result the Group Companies,  taken
       as  a  whole,  do not suffer a Loss (or suffer  a  reduced
       Loss) arising from such facts and circumstances.

7.6 Determination of the Indemnification

   (a) Except   in   cases   of   fraud,   knowing   or   willing
       misrepresentation, neither the Purchaser  Parties  on  the
       one  hand, nor the Seller Parties on the other hand, shall
       be  entitled  to make any claim for indemnification  under
       Section  7.1(a)(i)  or  7.1(b), respectively,  unless  and
       until  the  aggregate  amount  of  the  Losses  for  which
       indemnification   owed  (but  for  this  subsection   (a))
       exceeds  US$2,000,000,  but in  such  event,  such  person
       shall  be entitled to indemnification for the full  amount
       of   such   Losses  without  regard  to  the  US$2,000,000
       threshold   (but   always  subject  to  the   de   minimis
       requirement  for  Claims  set  forth  in  subsection   (b)
       below).

   (b) Neither the  Purchaser  Parties  nor  the  Seller  Parties
       shall  be  entitled to indemnification for any  individual
       Claim  in  an amount less than US$40,000.  Any Claim  that
       is   less  than  this  amount  shall  not  be  counted  in
       determining whether the threshold set forth in  subsection
       (a) has been met.

   (c) The maximum aggregate amount of indemnification  that  the
       Seller  may  be required to pay in respect of  all  Claims
       under  subsection (i) of Section 7.1(a) shall  not  exceed
       US$50,000,000; provided that the maximum amount  that  the
       Seller  may  be  required to pay  to  the  Purchaser  with
       respect  to all Claims made under Section 7.1(a)(i)  as  a
       result  of  a  breach of any of Sections  3.1,  3.2,  3.3,
       3.4(a),  3.5 (with respect to the Company and  the  Shares
       and  Related Equity Interests only), 3.6 or 3.8(b)  (other
       than the first sentence thereof) shall be $300,000,000.

   (d) The maximum aggregate amount of indemnification  that  the
       Seller  may  be required to pay in respect of  all  Claims
       under  subsection (v) of Section 7.1(a) shall be equal  to
       (i)  in  the case of any Claim pursuant to such subsection
       for  which the Company suffers or may suffer the  relevant
       Loss,  $300,000,000,  or (ii) in the  case  of  any  Claim
       pursuant  to  such subsection for which only one  or  more
       Group  Companies  other  than the Company  suffer  or  may
       suffer  the relevant Loss, the lesser of $300,000,000,  or
       the  fair market value of such Group Companies, determined
       without   regard   to   the   impact   of   the   relevant
       investigation or proceeding giving rise to such Claim.

7.7 Exonerating and Mitigating Factors

   (a) The indemnifying  party  shall  not  be  held  liable  for
       indemnification  to  the  extent  the   Loss   for   which
       indemnification  is claimed hereunder  is  caused  by  any
       intentional  action  or  omission  on  the  part  of   the
       claiming  party after the Closing Date or, if the claiming
       party  is the Purchaser, by the Group Companies after  the
       Closing   Date,  or  any  change  in  accounting   methods
       (including  consolidation  methods)  or  policies  of  the
       Group Companies after such date.

   (b) If the  Purchaser  or  the  Group Companies  modify  their
       insurance   coverage   after   the   Closing   Date,   any
       indemnification due by the Seller in connection  with  any
       Loss  shall be reduced by the amount which would have been
       covered   by  insurance  if  such  modification  had   not
       occurred.

   (c) The indemnifying  party  shall  not  be  held  liable  for
       indemnification to the extent that (i) after  the  Closing
       Date, the claiming party or, if the claiming party is  the
       Purchaser,  the Group Companies had not, upon learning  of
       the  situation  giving rise or likely to give  rise  to  a
       Loss,  used, or, in the case of the Purchaser, caused  the
       Group   Companies  to  use,  all  reasonable  efforts   to
       mitigate  the amount of such Loss, and (ii) the amount  of
       such  Loss  is  greater than it would have  been  if  such
       reasonable  efforts  had been used.   The  claiming  party
       and,  if  the claiming party is the Purchaser,  the  Group
       Companies, shall not be required to undertake any  actions
       that  would materially interfere with the conduct of their
       business  in  the  ordinary course, consistent  with  past
       practice,  in  order to comply with its obligations  under
       this Section 7.7(c).

   (d) In the  event that a situation giving rise to a  Claim  is
       curable,  in  whole or in part, the claiming  party  shall
       give,  and, if the claiming party is the Purchaser,  shall
       cause  the Group Companies to give, the indemnifying party
       a reasonable opportunity to implement such a cure.

   (e) The indemnifying  party  shall  not  be  held  liable  for
       indemnification if the claiming party has  not  exercised,
       or,  if  the  claiming  party is the  Purchaser,  has  not
       caused  the  Group  Companies to  exercise,  any  and  all
       rights  they may have against insurers in connection  with
       the  corresponding Loss.  The claiming party  shall,  upon
       payment  of  all  Losses relating to any Claim,  and  upon
       request  by  the indemnifying party, assign  any  and  all
       rights  that the claiming party may have (and in the  case
       of  the Purchaser, cause the Group Companies to assign any
       rights  that  they  may have) against  third  parties  not
       previously exercised in connection with that Claim to  the
       indemnifying party.

   (f) Any deficiency assessed by the tax authorities whose  sole
       effect  is  to shift a tax liability from one fiscal  year
       to  another  shall  give  rise to indemnification  by  the
       Seller only (i) insofar as a Group Company is required  to
       pay  a  penalty or interest charge in relation thereto  or
       (ii)  to  the  extent that the net present  value  of  the
       amount of Tax paid by the Group Companies is greater  than
       it  would  have been had the Tax originally been  paid  in
       respect  of  the  fiscal year to which  the  liability  is
       shifted.

7.8 Exclusivity of Remedy

   In  the event the Closing occurs, the indemnification provided
   in  this  Article  7  shall  be the exclusive  remedy  of  the
   parties  against each other in respect of any  breach  of  any
   representation,  warranty, covenant or undertaking  hereunder,
   and each hereby waives any rights to rescission it may have.

7.9 No Other Representations

   (a) Neither  the   Seller   nor  the   Purchaser   makes   any
       representation nor gives any warranty to the other  party,
       other than as specifically provided in this Agreement.

   (b) Each of  the parties acknowledges and agrees that none  of
       the  directors, officers or employees of any of the  Group
       Companies   shall   have   any   personal   liability   or
       responsibility  in  respect  of  (i)  any   documents   or
       information  provided or made available to  the  Purchaser
       in  connection with the transaction contemplated hereby or
       (ii) any representations or warranties made by Seller.

7.10 Response to Claims.

   No  later  than  90  days  after  receipt  of  any  Claim  for
   indemnification  hereunder,  the party  receiving  such  Claim
   shall  notify the claiming party as to whether it  objects  to
   such  Claim or the amount thereof, setting forth in reasonable
   detail  the  reasons  for such objection  (if  any).   In  the
   absence  of  a response within such 90 day period,  the  party
   receiving  such  Claim shall be deemed to  have  accepted  its
   indemnification liability therefor.  In the event that,  as  a
   result  of  new  information or circumstances,  the  receiving
   party's  response  is  modified,  the  receiving  party  shall
   notify the claiming party as soon as practicable, including  a
   description  in  reasonable  detail  of  the  basis  for   any
   continuing objection.


                            ARTICLE 8
                      CONDITIONS PRECEDENT

8.1 Conditions Precedent

   The  completion  of  the sale of the Shares  and  the  Related
   Equity  Interests  is  subject  to  the  fulfillment  of   the
   following conditions:

   (a) The  obligations  of  each  of  the  parties   hereto   to
       consummate   the   transactions   contemplated   by   this
       Agreement   shall  be  subject  to  fulfillment   of   the
       following condition:

       On   the  Closing  Date,  there  shall  be  in  effect  no
       injunction, order or decree of any nature issued,  ordered
       or   granted  by  any  governmental  entity  of  competent
       jurisdiction  that restrains or prohibits in any  material
       respect,   or   would   impose  substantial   damages   in
       connection  with,  the consummation  of  the  transactions
       contemplated hereby.

   (b) The  obligations  of  the  Purchaser  to  consummate   the
       transactions   contemplated  by  this  Agreement   to   be
       consummated  at  the  Closing  shall  be  subject  to  the
       fulfillment   of  the  following  conditions,   it   being
       understood  that  these conditions are  included  for  the
       exclusive  benefit of the Purchaser and may be waived,  in
       whole  or  in  part, at any time prior to the Closing,  in
       writing by the Purchaser:

       (i)that   the  Seller  shall  not  be  in  breach  of  any
           representation  or  warranty made under  Sections  3.1
           through  3.6 or under Section 3.8(b) (other  than  the
           first  sentence  thereof) (with  references  in  these
           sections  to the date hereof to be read as  references
           to the Closing Date);

       (ii)      that   the  Seller  shall  have  performed   and
           complied with its obligations under Articles 1  and  2
           that are due to be performed by the Closing Date;

       (iii)    that  the  Seller  shall have  delivered  to  the
           Purchaser, on or prior to the Closing Date,  the  U.S.
           GAAP  June  30, 1999 consolidated financial statements
           (without notes) described in Section 5.4; and

       (iv)     that no event shall have occurred after the  date
           hereof  and  on  or  prior to the  Closing  Date  that
           constitutes a Material Adverse Change.

       "Material Adverse Change" means (i) (A) an event  that  is
       specific to the business of the Group Companies (i.e.,  an
       event  that  does not concern their industry sector  as  a
       whole),  or (B) any breach of a representation or warranty
       of  the  Seller  hereunder (without regard to  the  Update
       Exhibit),  that  in either case, (ii) results  in  damage,
       loss,  expense or liability (whether incurred  or  payable
       currently  or reasonably likely to be incurred or  payable
       in  the  future) to the Group Companies, taken as a whole,
       in  an  amount  at  least equal to 8.5%  of  the  Purchase
       Price.   If the Purchaser has notified the Seller pursuant
       to  Section 2.1(i) that the Closing Date is to take  place
       on  a  date  on or prior to September 15, 1999,  then  all
       events or breaches of the type referred to above shall  be
       taken  together  in determining whether the  threshold  in
       clause  (ii)  is  met in respect of the  Group  Companies,
       taken  as  a whole.  Otherwise, each such event or  breach
       shall   be   considered  individually   in   making   such
       determination.

   (c) The  obligations   of   the  Seller  to   consummate   the
       transactions   contemplated  by  this  Agreement   to   be
       consummated  at  the  Closing  shall  be  subject  to  the
       fulfillment   of  the  following  conditions,   it   being
       understood  that  this  condition  is  included  for   the
       exclusive benefit of the Seller and may be waived  at  any
       time prior to the Closing Date in writing by the Seller:

       (i)that  the Purchaser shall not be in material breach  of
           any   representation  or  warranty   hereunder   (with
           references  therein to the date hereof to be  read  as
           references to the Closing Date);

       (ii)      that   the  Seller  shall  have  performed   and
           complied with its obligations under Articles 1  and  2
           that are due to be performed by the Closing Date.


                            ARTICLE 9
                       GENERAL PROVISIONS

9.1 Cooperation

   Each of the parties hereby undertakes to make every effort  to
   take  all  commercially reasonable measures or to ensure  that
   all  commercially reasonable measures necessary or useful  are
   taken   in  a  timely  manner  for  the  completion   of   the
   transactions  provided for in this Agreement.   In  the  event
   that  after  the  Closing  Date, any  additional  commercially
   reasonable  measures  are  necessary  or  desirable  for   the
   completion  of  the  transactions  contemplated  herein,   the
   parties  shall take all such commercially reasonable measures,
   or shall ensure that they are taken.

9.2 Confidentiality and Announcements

   (a) Prior  to  the  Closing,  each  party  hereto  agrees   to
       maintain  in  confidence, and not use in any manner  other
       than   in   connection  with  the  consummation   of   the
       transactions  contemplated hereby, any  written,  oral  or
       other information obtained from the other party hereto  or
       the  Group Companies in connection with this Agreement  or
       its  review  of  the  business and affairs  of  the  Group
       Companies  hereunder,  unless  (i)  such  information   is
       already  known to such party or becomes known to  it  from
       others  not  bound  by a duty of confidentiality  or  such
       information  becomes publicly available through  no  fault
       of  such  party,  (ii)  the other party  gives  its  prior
       written   consent,  or  (iii)  the  disclosure   of   such
       information  is required by applicable law  or  regulation
       (in   which   case  the  party  proposing  to  make   such
       disclosure  shall consult with the other  party  prior  to
       such   disclosure).   If  the  transactions   contemplated
       hereby are not consummated, then each of the parties  will
       return  to  the  other  party all written  information  so
       obtained  and,  in  any event, continue  to  maintain  all
       information so obtained in confidence, provided,  however,
       that  nothing shall prohibit Purchaser from providing  any
       information  obtained from Seller or the  Group  Companies
       to  the  entities  proposing to provide financing  of  the
       transactions contemplated hereby to the Purchaser or  from
       including  in  any filing made by Purchaser with  the  SEC
       such  information, including financial statements, as  may
       be  required to be included therein under the U.S. federal
       securities  laws and the rules and regulations promulgated
       thereunder.

   (b) Neither party shall make any public announcement  relating
       to  this Agreement or the transactions contemplated herein
       without  the consent of the other party (which  shall  not
       be  unreasonably withheld), except to the extent that such
       announcement  is required by applicable law or  regulation
       or  stock exchange or trading facility rule or regulation,
       in  which case the other party shall be given a reasonable
       opportunity  to  review and comment on  such  announcement
       before  it is made.  For purposes of this subsection  (b),
       the  filing  of any registration statement, prospectus  or
       periodic  report  with the SEC, and the  delivery  of  any
       such document in accordance with applicable law, will  not
       be considered a public announcement.

9.3 Absence of Third-Party Rights; Assignment

   This  Agreement is for the sole benefit of the parties hereto,
   and  shall  not  benefit or create any  rights  whatsoever  in
   favor  of  any  individual or entity other  than  the  parties
   hereto.  This Agreement shall not be assigned by either  party
   without  the prior written consent of the other party,  except
   that  the  rights and obligations of Purchaser may be assigned
   and  delegated  to  any  wholly-owned affiliate  of  Purchaser
   without  the  consent  of  the other party  hereto;  provided,
   however,  that no such assignment or delegation shall  relieve
   Purchaser of liability therefor.

9.4 Entire Agreement

   This   Agreement   (including  its   Exhibits   and   Annexes)
   represents  the entire agreement existing between the  parties
   relating  to  the  subject matter hereof  and  supersedes  all
   prior  understandings  and  agreements  of  the  parties  with
   respect   to   the  subject  matter  hereof.   The   Purchaser
   acknowledges that it has conducted its own independent  review
   and analysis of the Group Companies and their businesses.

9.5 Waivers and Amendments

   No  modification  of or amendment to this Agreement  shall  be
   valid  unless set forth in an instrument in writing signed  by
   each  of  the  parties  hereto.  Any waiver  of  any  term  or
   condition  of  this  Agreement  must  be  set  forth   in   an
   instrument  in  writing signed by the waiving party  and  must
   refer  specifically to the term or condition to be waived  and
   to  the circumstances of such waiver.  No such waiver shall be
   deemed  to  constitute  a waiver applicable  either  to  other
   circumstances involving the same term or condition or  to  any
   other term or condition of this Agreement.

9.6 Severability

   If  any  provision of this Agreement is held to be invalid  in
   whole or in part, the validity of the remaining provisions  of
   the  Agreement  shall not be affected.   In  such  event,  the
   parties  shall,  if  possible,  substitute  for  such  invalid
   provision  a valid provision corresponding to the  spirit  and
   purpose thereof.

9.7 Section Headings

   The section headings in this Agreement are for convenience  of
   reference only and shall not be deemed in themselves  to  have
   any  contractual  value or particular interpretation.   Except
   as  indicated otherwise, references made in this Agreement  to
   articles,  sections,  subsections and  exhibits  are  made  to
   articles,   sections,  subsections  and   exhibits   of   this
   Agreement.

9.8 Notices and Communications

   All  notices and communications provided for herein  shall  be
   deemed  to  have been duly given if delivered to the following
   addresses:

     If to the Purchaser, to:

          Global Industries, Ltd.      and   Global Industries, Ltd.
          5151 San Felipe, Suite 900         107 Global Circle
          Houston, TX 77056-USA              Lafayette, LA 70503-USA
          Facsimile: (001)713.479.7990       Facsimile:(001)318.989.5780
          To   the   attention  of           To  the  attention of
          Mr. William J. Dore                 Mr. Peter Atkinson

     If to the Seller, to:

          Groupe GTM
          61, avenue Jules Quentin
          92000 Nanterre - France
          Facsimile: (33) 1.46.95.74.90
          To the attention of Mr. Jean-Luc Pommier

   or  to  such other addresses as the addressees shall  indicate
   in  accordance  with  the provisions  of  this  Section.   All
   notices  or communications shall be hand delivered  against  a
   receipt  signed  and  dated  by  the  addressee,  or  sent  by
   registered   mail  with  return  receipt  requested,   or   by
   facsimile  transmission, and shall  be  deemed  to  have  been
   received  on  the date stated on the receipt by the  addressee
   for  hand  delivery, or three (3) days after the date  of  the
   postmark  on the receipt of mailing, for registered  mail,  or
   on the date of transmission, for facsimile transmission.

9.9 Costs

   The  Purchaser  and the Seller shall each be  responsible  for
   payment   of  all  their  own  fees  and  costs  incurred   in
   connection    with   this   Agreement   and   the   operations
   contemplated  herein, including the fees and disbursements  of
   their   respective   financial   advisors,   accountants   and
   attorneys; provided that no fees or costs of Seller  shall  be
   borne or paid by any of the Group Companies.

9.10 Governing Law

   This Agreement shall be governed by the laws of France.

9.11 Disputes

   All  disputes  arising  in  connection  with  this  Agreement,
   including   its  interpretation  or  performance,   shall   be
   submitted to the sole jurisdiction of the Commercial Court  of
   Paris and, as to appeals, to the Cour d'Appel of Paris.


   Made  in  Paris,  on  August 2nd, 1999, in  two  (2)  original
   counterparts.



GROUPE GTM                         GLOBAL INDUSTRIES, LTD.


By:  ______________________        By:  ______________________
     Jean-Luc Pommier                   William J. Dore
     Director of Corporate              President / Chief
      Development                        Executive Officer



               Exhibit 2.1 -- CCC Transaction Agreement


                     TRANSACTION AGREEMENT

     THIS AGREEMENT ("Agreement") dated as of July ___, 1999, is
made  and  entered into by and among Global Industries Offshore,
Inc.,  a  corporation organized under the laws of the  State  of
Delaware  in  the  United States of America  ("Purchaser"),  CCC
Fabricaciones y Construcciones, S.A. de C.V., a sociedad anonima
de  capital  variable organized under the  laws  of  the  United
Mexican  States ("Seller"), and Grupo Consorcio de Fabricaciones
y  Construcciones, S.A. de C.V., a sociedad anonima  de  capital
variable  organized under the laws of the United Mexican  States
("CFC").

                        R E C I T A L S:

     Purchaser and CFC and its Affiliates are the sole owners of
Seller;

     Seller  is, among other things, engaged in the business  of
providing  marine  construction services  to  the  oil  and  gas
industry  in  connection  with  the construction,  installation,
repair   and   maintenance  of  marine  pipeline   systems   and
installation and maintenance of offshore drilling and production
platforms and other offshore structures and facilities, and  all
other  business and activities related or incidental thereto  in
the  United  Mexican States and the waters offshore  the  United
Mexican States (hereinafter the "Business");

     CFC  and  Global Industries, Ltd. ("Global")  have  entered
into a Heads of Agreement providing for the termination of their
joint  ownership  of Seller and in connection  therewith  Seller
desires  to  sell and Purchaser desires to purchase all  of  the
assets,  tangible and intangible of the Business upon the  terms
and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of  the  premises,  the
mutual  benefits  to  be  derived from this  Agreement  and  the
representations,  warranties, covenants  and  conditions  herein
contained,  and  other  good  and  valuable  consideration,  the
receipt  and  sufficiency of which are hereby acknowledged,  the
parties hereto agree as follows:

                            ARTICLE I
                           DEFINITIONS

     1.1   Definitions.   Unless  otherwise  defined  herein  or
unless the context otherwise requires, capitalized terms used in
this Agreement shall have the following meanings:

     "Accounts  Receivable"  shall  mean  all  accounts,  notes,
accounts receivable, contract rights, drafts, and other forms of
claims,  demands,  instruments, receivables and  rights  to  the
payment of money or other forms of consideration related to  the
Business,  whether for goods sold or leased, services  performed
or  to  be performed, or otherwise, directly or indirectly owned
by  the Seller or in which the Seller has any direct or indirect
interest, together with all guarantees, security agreements  and
rights and interests securing the same.

     "Action" shall mean any action, suit, arbitration, inquiry,
proceeding  or  investigation  by  or  before  any  Governmental
Entity.

     "Affiliate"  shall  mean with respect  to  any  Person  (a)
Persons  directly or indirectly controlling, controlled  by,  or
under  common control with such Person; (b) a Person  owning  or
controlling 10% or more of the outstanding voting securities  or
interests of such Person; or (c) an officer, director or partner
of   such  Person.   For  these  purposes,  control  means   the
possession, direct or indirect, of the power to direct or  cause
the  direction  of  the  management and policies  of  a  Person,
whether  through the ownership of voting securities, by contract
or otherwise.

     "Support  Agreement" shall mean the agreement in  the  form
attached hereto as Appendix V.

     "Assumed Contracts" shall have the meaning ascribed thereto
in the definition of Purchased Assets.

     "Assumed  Liabilities"  shall  have  the  meaning  ascribed
thereto in Section 2.4.

     "Bank One Debt" shall mean all obligations and amounts  due
under  that  certain  Credit Agreement  dated  March  31,  1999,
between  Seller  and Bank One, as agent for the  banks  a  party
thereto.

     "Business" shall have the meaning ascribed thereto  in  the
Recitals to this Agreement.

     "Business  Day" shall mean each Monday, Tuesday, Wednesday,
Thursday   and   Friday  other  than  days  on   which   banking
institutions  in the State of Texas or Mexico are authorized  or
obligated by law or executive order to close.

     "Closing"  shall mean the consummation of the  transactions
between Purchaser and Seller contemplated hereby.

     "Closing   Date"  shall  mean  the  date   on   which   the
transactions between Purchaser and Seller contemplated  by  this
Agreement  shall  be  consummated,  which  shall  be  the  first
Business  Day  following  the day  on  which  the  last  of  the
conditions  to  the  obligations of  the  parties  contained  in
Article VII hereto is fulfilled or waived or such other date  as
agreed to by the parties hereto.

     "Effective  Time"  shall mean 12:01 a.m., Central  Standard
Time, on the Closing Date.

     "Environmental Laws" shall mean any and all Laws, orders or
determinations    of   any   Governmental   Entity    (including
"jurisprudencia") pertaining to pollution or the  protection  of
human  health  and  safety, employee health and  safety  or  the
environment  including  Laws relating to emissions,  discharges,
releases, or threatened releases of pollutants, contaminants, or
chemical,  industrial, hazardous, or toxic materials  or  wastes
into  ambient  air,  surface water, ground water,  or  lands  or
otherwise relating to the manufacture, processing, distribution,
use,  treatment, storage, disposal, transport,  or  handling  of
pollutants, contaminants, or chemical, industrial, hazardous, or
toxic  materials  or  wastes, in effect  on  the  date  of  this
Agreement in any jurisdiction, federal, state or local, in which
the Business is operated.

     "Governmental Entity" shall mean any court or any  federal,
state  or  local  legislative body or  governmental  department,
commission, board, bureau, agency or authority.

     "Heller  Debt" shall mean  all obligations and amounts  due
under  that  certain  Credit Agreement  dated  March  31,  1998,
between Seller and Heller Financial, Inc.

     "Improvements" shall have the meaning ascribed  thereto  in
the definition of Purchased Assets.

     "Indemnitee"  shall  have the meaning ascribed  thereto  in
Section 8.3 herein.

     "Indemnitor"  shall  have the meaning ascribed  thereto  in
Section 8.3 herein.

     "Intellectual  Property"  shall mean  all  patents,  patent
applications, inventions, disclosures, trademarks, service marks
and  registrations therefor, trade names, copyrights,  copyright
registrations,   trade  secrets,  knowhow,   processes,   logos,
proprietary computer software, proprietary technology,  slogans,
research  and  development projects and  all  other  proprietary
rights  of  any kind or character, wherever located,  which  are
used  in  connection  with  the Business  and  the  confidential
information owned by or licensed to and used by Seller or any of
Seller's Affiliates in connection with the knowhow, processes or
Purchased Assets or in the conduct of the Business.

     "Known" or "Knowledge" shall mean, when used in a statement
regarding  the  existence or absence of facts in this  Agreement
that  is  qualified  by  a  phrase such  as  "to  such  Person's
knowledge"  or "known to such Person," (i) information  actually
known  to (a) the Person in a case of an individual, or  (b)  in
the  case  of  a  corporation or other  entity,  an  officer  or
director  of  such  corporation  or  other  entity  or  of   any
corporation or entity that controls such corporation or  entity,
and  (ii)  information  that such Persons should  reasonably  be
expected to have obtained as a result of  their position  as  an
officer, director or shareholder.

     "Law"  shall  mean  any  law,  statute,  rule,  regulation,
ordinance, requirement, announcement or other binding action  or
requirement of a Governmental Entity.

     "Liens"  shall  mean all mortgages, deeds of trust,  liens,
security interests, pledges, conditional sale contracts, claims,
rights   of   first  refusal,  options,  charges,   liabilities,
obligations,      easements,     rights-of-way,     limitations,
reservations, restrictions and other encumbrances of any kind.

     "Losses"   shall  mean  all  damages,  awards,   judgments,
payments,  debts,  liabilities, obligations,  and  other  losses
however  suffered  or characterized, all interest  thereon,  all
costs  and  expenses, including without limitation the  cost  of
investigation,  causes  of  action, proceedings  or  arbitration
judgments,  assessments and any appeal therefrom, all reasonable
attorneys' fees incurred in connection therewith, whether or not
such  claim, lawsuit or arbitration is ultimately defeated  and,
all amounts paid incident to any compromise or settlement of any
such claim, lawsuit or arbitration.

     "Material  Adverse Effect" shall mean (a) with  respect  to
Purchaser,  Seller or the Business, any change in the  Business,
results   of  operations,  financial  condition  or  liabilities
(whether  or  not  the  result  thereof  would  be  covered   by
insurance)  thereof that (individually or in the  aggregate)  is
material  and  adverse  to the Purchaser and  its  subsidiaries,
taken  as a whole, Seller or the Business, taken as a whole,  as
the case may be, or (b) with respect to the Purchased Assets,  a
change  in  the  condition  or  permissible  use  thereof   that
(individually  or in the aggregate) is material and  adverse  to
the Purchased Assets, taken as a whole.

     "Permits"  shall mean all permits, licenses, registrations,
franchises,   concessions,   orders,   certificates,   consents,
authorizations and approvals of any Governmental Entity.

     "Person"  shall  mean  an  individual,  partnership,  joint
venture,  corporation, bank, trust, unincorporated  organization
or a Governmental Entity.

     "Personalty" shall have the meaning ascribed thereto in the
definition of Purchased Assets.

     Promissory Notes" shall mean the promissory notes of Seller
in  the  aggregate principal amount of US$24,500,000.00, in  the
form attached hereto as Appendix I.

     "Purchased Assets" shall mean all right, title and interest
in  and  to  the  assets  and rights, tangible  and  intangible,
franchises and properties relating to or used or held for use in
connection  with  the  Business  by  Seller,  including  without
limitation the assets and rights described below:

          (a)   The  parcel  of  real  property   described   on
     Schedule  1.1(a) to Seller's Disclosure Letter  (the  "Real
     Property") and the Vessels;

          (b)  All warehouses, storage facilities, laboratories,
     buildings,    works,   structures,   fixtures,    landings,
     construction   in   progress,  improvements,   betterments,
     installations and additions constructed, erected or located
     on  or  attached or affixed to the Real Property,  together
     with  such additions, deletions and changes thereto as  may
     be  permitted  by this Agreement prior to the Closing  Date
     (the "Improvements");

          (c)   All equipment (including without limitation  all
     computer   equipment  and  hardware),   machinery,   tools,
     furniture,  spare and replacement parts, supplies  and  all
     other   tangible  personal  property  of  every  kind   and
     description  (other than the Improvements and  Inventories)
     listed   or  described  on  Schedule  1.1(c)  to   Seller's
     Disclosure Letter, together with such additions,  deletions
     and  changes thereto as may be permitted by this  Agreement
     prior to the Closing Date (the "Personalty");

          (d)   All the contracts, agreements, and arrangements,
     including purchase orders, related to the Business that are
     listed  on  Schedule 1.1(d) to Seller's  Disclosure  Letter
     (the "Assumed Contracts");

          (e)  All raw materials and work-in-process inventories
     of the Business on the date of this Agreement, plus all raw
     materials and work-in-process acquired or initiated in  the
     ordinary  course of the Business during the period  between
     the  date of this Agreement and the Closing Date, less  all
     raw  materials and work-in-process used or completed during
     said period in the ordinary course of the Business;

          (f)    Original  or  copies  of  all  books,  records,
     accounts,  correspondence,  production  records,   customer
     lists,   employment  records  and  any  other   information
     pertaining  to  the Business, plus copies  (at  Purchaser's
     expense)  of  any  applicable portions  of  the  books  and
     records   of  Seller  and  Seller's  Affiliates  that   are
     necessary  or desirable in order for Purchaser  to  conduct
     the  Business from and after the Closing Date in the manner
     in  which it is presently being conducted, all as the  same
     may exist on the Closing Date;

          (g)  [intentionally omitted];

          (h)   The Accounts Receivable, prepaid rentals,  other
     prepaid  expenses  and advance payments,  bonds,  deposits,
     refunds  and  financial assurance requirements,  and  other
     current  assets relating to the Business in each  case  set
     forth on Schedule 1.1(h) to Seller's Disclosure Letter, all
     as the same may exist on the Closing Date; and

          (i)    The  engineering,  tooling  patterns,  manuals,
     catalogs,  brochures,  sales  literature,  promotional  and
     other  selling materials, nonproprietary computer software,
     microfilm records, drawings, specifications, nonproprietary
     technology, and all other nonproprietary rights of any kind
     or  character and wherever located which are used or  being
     developed  in connection with the Business (the "Intangible
     Assets"),  together  with  such  additions,  deletions  and
     changes  to  the Intangible Assets as may be  permitted  by
     this Agreement prior to the Closing Date; and

          (j)  All insurance proceeds or claims therefor arising
     out  of any loss, damage or injury to any Purchased Assets,
     all as the same may exist on the Closing Date.

     "Purchaser  Documents" shall mean this  Agreement  and  all
other  agreements, instruments and certificates to  be  executed
and  delivered  by Purchaser in connection with this  Agreement,
all of which shall be considered a part of this Agreement.

     "Purchaser  Indemnitees" shall have  the  meaning  ascribed
thereto in Section 8.2(a) herein.

     "Purchaser's Disclosure Letter" shall mean a letter of even
date  with  this Agreement addressed by Purchaser to Seller  and
setting    forth    information    relating    to    Purchaser's
representations and warranties contained in Article  V  of  this
Agreement.

     "Real Property" shall have the meaning ascribed thereto  in
the definition of Purchased Assets.

     "Restricted Period" shall mean from the Closing Date  until
the Support Agreement has been terminated.

     "Seller Documents" shall mean this Agreement and all  other
agreements, instruments and certificates to be executed  by  the
Seller  or CFC in connection with this Agreement, all  of  which
shall be considered a part of this Agreement.

     "Seller   Indemnitees"  shall  have  the  meaning  ascribed
thereto in Section 8.2(b) herein.

     "Seller's  Disclosure Letter" shall mean a letter  of  even
date  with  this  Agreement addressed  by  Seller  to  Purchaser
setting forth information regarding Seller's representations and
warranties contained in Article IV of this Agreement.

     "Share Purchase Agreement" shall mean the agreement in  the
form  attached  hereto as Appendix VI pursuant to  which  Global
Industries Offshore, Inc., a Delaware corporation shall sell all
of its ownership interest in Seller to CFC.

     "Taxes"  shall  mean any federal, state, local  or  foreign
income,  profit,  franchise (including without limitation  those
that  are  based on net worth, capitalization, income  or  total
assets),   sales,   use,  transfer,  real   property   transfer,
recording,  value added, fringe benefits tax, real  or  personal
property  or  other  taxes, assessments,  fees,  levies,  duties
(including   without  limitation  customs  duties  and   similar
charges),  deductions or other charges of any nature  whatsoever
(including without limitation interest and penalties) imposed by
any law, rule or regulation.

     "Tax Returns" shall mean all returns and reports (including
without  limitation  information  and  withholding  returns  and
reports) of or relating to any Taxes.

     "Third Party Claim" shall have the meaning ascribed thereto
in Section 8.2 herein.

     "Tuxpan  Mortgage"  shall mean any  mortgage  on  the  real
property in Tuxpan known as the Tuxpan Fabrication Yard in favor
of Purchaser or any of its affiliates.

      "Vessels"  shall mean those certain vessels known  as  the
"Atlas  del Mar" (official No. 3001008035-3, hull No.  624,  the
"El  Ingeniero" (official No. 0401014135-2, hull No.  136),  the
"Ingeniero  II" (official No. 04-1014235-7, hull No.  113),  and
the  "Sara  Maria" (official No. 3001007935-4,  hull  No.  381),
including  without limitation in each case all blue  prints  and
construction drawings related to such vessels in the  possession
of  Seller or any of its Affiliates and all equipment, inventory
of   supplies,   stores,  spare  parts,  galley  inventory   and
consumables included on the vessel during its operations and  on
the vessel on the Closing Date or stored at the Tuxpan Yard.


                           ARTICLE II
                        PURCHASE AND SALE

     2.1   Assets  to  be Conveyed.  Subject to  the  terms  and
conditions of this Agreement, at the Closing, Seller shall sell,
convey,  transfer,  assign and deliver to  Purchaser,  free  and
clear of all Liens except those in favor of Heller Financial  to
secure  the Heller Debt or Global, and Purchaser will  purchase,
the  Purchased Assets for the consideration specified in Section
2.3.

     2.2   Excluded Assets.  Seller shall be obligated hereunder
to  sell  only  the  Purchased Assets  and  Purchaser  shall  be
obligated hereunder to purchase only the Purchased Assets.

     2.3  Purchase Price and Payment.  The consideration for the
Purchased  Assets (the "Purchase Price") shall be the assumption
of  the  Assumed Liabilities by Purchaser as provided in Section
2.4 hereof.  The Purchase Price shall be allocated in accordance
with Section 6.8 herein.

     2.4   Assumption  of  Liabilities - Completion  of  Certain
Contracts.

          (a)  Purchaser agrees to assume and be responsible for
     all  of  the Assumed Liabilities at the Closing but is  not
     assuming   and   will  not  assume,  either  hereunder   or
     otherwise,  any other liabilities or obligations whatsoever
     of Seller or Seller's Affiliates whether or not relating to
     the  Business  or  the Purchased Assets.  Specifically  and
     without limiting the generality of the foregoing, Purchaser
     is  not  assuming  and will not assume any  liabilities  or
     obligations of Seller or Seller's Affiliates for any  Taxes
     imposed in connection with the transactions contemplated by
     this  Agreement, except for Mexican Property Transfer Taxes
     which shall be paid by Purchaser.

          (b)   Subject  to  the terms and conditions  contained
     herein, Purchaser agrees on the Closing Date to assume  (i)
     the  Assumed Contracts on the Closing Date and, thereafter,
     to  pay,  perform and discharge when due, or  to  cause  an
     Affiliate  of Purchaser to pay, perform and discharge  when
     due,  the  obligations of Seller under any of  the  Assumed
     Contracts, (ii) 49% of any warranty or other claims made by
     Pemex  Exploracion y Produccion ("PEP") in relation to  any
     contract of the Business that was entered into or work that
     had  final acceptance by PEP between June 30, 1998 and  the
     Closing  Date, (iii) the Heller Debt and the Bank One  Debt
     and  (iv)  all fees for periods after the Closing Date  for
     bid  bonds and performance bonds relating to work performed
     by  the  Business for PEP and set forth on Exhibit 2.4(iv),
     (v) to assume all accounts payable and other liabilities of
     the Business set forth in Exhibit 2.4(i) hereof, and (y) if
     and when Global's guarantee of the Seller's obligations  to
     Nissho  Iwai have been fully released and any amounts  paid
     under  such  guarantee  have been refunded  to  Global,  to
     assume  CFC's accounts payable set forth in Exhibit  2.4(i)
     hereof (together (x) (i), (ii), (iii), (iv) and (v), and to
     the extent the conditions to such assumption have been met,
     (y)  shall constitute the "Assumed Liabilities")  and  none
     other.

     2.5  Instruments of Conveyance and Transfer.  Seller agrees
that  it will execute, acknowledge and deliver to the Purchaser,
at  the  Closing, such good and sufficient instruments of  sale,
conveyance, transfer and assignment (including invoices or other
types  of  conveyance instruments that comply with  Mexican  tax
laws) as shall be effective to vest in Purchaser all of Seller's
right, title and interest in and to the Purchased Assets, all as
provided  in  this  Agreement,  and,  simultaneously  with  such
delivery, Seller will take such steps as may be requisite to put
the  Purchaser in actual possession and operating control of the
Purchased Assets.  Seller agrees at and from time to time  after
the  Closing,  they  will, at the request of the  Purchaser  and
without   further  consideration,  execute  and   deliver   such
supplemental  and  additional instruments of  sale,  conveyance,
transfer  and  assignment  and take such  other  action  as  the
Purchaser  reasonably  may  require more  effectively  to  sell,
convey,  transfer  and assign to Purchaser, and  to  put  it  in
possession  of, the Purchased Assets and to protect  Purchaser's
right,  title  and  interest in and enjoyment of  the  Purchased
Assets.


                           ARTICLE III
                             CLOSING

     3.1   The  Closing.  The Closing shall take  place  at  the
Mexico  City offices of Barrera, Siqueiros y Torres Landa,  S.C.
at  11:00 a.m. local time on the Closing Date to be effective as
of   the  Effective  Time.   At  the  Closing  the  transactions
contemplated  hereby  shall  be consummated  and  in  connection
therewith Purchaser shall pay to Seller US$750,000 as an advance
payment on the US$1.1 million included in Exhibit 2.4(i) as  the
Businesses' share of certain expenses related to the head office
of the Seller prior to the Closing Date.

     3.2  Documents to be Delivered to Purchaser. Subject to the
terms  and  conditions  of this Agreement,  at  the  Closing  to
effect, or to promise to effect, the sale, assignment, transfer,
conveyance  and  delivery to Purchaser of the Purchased  Assets,
Seller will deliver, or cause to be delivered, to Purchaser:

          (a)   general  indentures of conveyance, transfer  and
     assignment with respect to all of the Purchased Assets;

          (b)   general warranty deeds, in recordable form, with
     respect  to  all  Real  Property and Improvements  and  the
     Vessels included in the Purchased Assets or in each case in
     lieu  thereof, appropriate contracts of transfer by promise
     to   sell  and  appropriate  powers  of  attorney  granting
     representatives  of  Purchaser the authority  to  make  all
     filings required to complete, such sale and transfer;

          (c)   bills  of  sale  conveying  good  title  to  all
     Personalty included in the Purchased Assets;

          (d)  certificates of title or other title documents in
     recordable  form conveying good title to all  vehicles  and
     other  transportation equipment included in  the  Purchased
     Assets;

          (e)     assignments,   in   recordable   form    where
     appropriate,  conveying all right, title  and  interest  of
     Seller  in the Assumed Contracts (subject to the assumption
     thereof by Purchaser) and the Accounts Receivable that  are
     not owed by PEP; and

          (f)    such  other  documents  of  conveyance,   sale,
     assignment and transfer;

all as Purchaser may reasonably request.

In addition, Seller will, at the Closing, deliver or cause to be
delivered, to Purchaser:

          (g)   a  certified  copy  of the  resolutions  of  the
     shareholders  meeting  of Seller properly  authorizing  and
     approving  this Agreement and the transactions contemplated
     hereby;

          (h)   all  documents required pursuant to Section  7.2
     herein;

          (i)   such  other  documents and  instruments  as  are
     customary  under such circumstances or as may be reasonably
     requested by Purchaser; and

          (j)  possession of the Purchased Assets.

     3.3   Documents to be Delivered to Seller.  Subject to  the
terms and conditions of this Agreement, and against delivery  to
Purchaser  of the documents as provided herein, Purchaser  shall
deliver to Seller at the Closing on the Closing Date:

          (a)   instruments evidencing Purchaser's agreement  to
     assume  and  perform  after the Closing  Date  the  Assumed
     Liabilities and the Assumed Contracts;

          (b)   a  certified  copy  of the  Board  of  Directors
     resolutions of Purchaser properly authorizing and approving
     this Agreement and the transactions contemplated hereby;

          (c)   all  documents required pursuant to Section  7.1
     herein;

          (d)   original stock certificates representing all  of
     the shares of  Seller owned by Purchaser, duly endorsed for
     transfer in accordance with the terms of the Share Purchase
     Agreement referenced in Section 7.1; and

          (e)   such  other  documents and  instruments  as  are
     customary  under such circumstances or as may be reasonably
     requested by Seller.


                           ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF SELLER

     The Seller represents and warrants to Purchaser as follows:

     4.1    Organization  and  Good  Standing,   Ownership   and
Operation of the Business. Each of Seller and CFC is a  sociedad
anonima  de capital variable duly incorporated, validly existing
and  in  good  standing  under the Laws of  the  United  Mexican
States.

     4.2  Consents, Authorizations and Binding Effect.  Each  of
Seller  and  CFC  and  each  of  their  respective  officers  or
representatives  executing this Agreement and the  other  Seller
Documents  on  their  behalf, has full power  and  authority  to
execute and deliver this Agreement and the Sellers Documents  to
which  they  are  a  party  and to carry  out  and  perform  its
undertakings  and  obligations as provided herein  and  therein.
This Agreement has been, and as of the Closing Date each of  the
Sellers Documents will be, duly executed and delivered by Seller
and  CFC and constitutes the legal, valid and binding obligation
of  Seller  and CFC enforceable against them in accordance  with
its  terms except as enforceability may be limited by applicable
bankruptcy,   insolvency,  reorganization   and   similar   laws
affecting  creditor's rights and remedies generally and  general
principles  of  equity  (regardless of  whether  enforcement  is
sought  in a proceeding at law or equity).  Except as set  forth
on  Schedule  4.2 to Seller's Disclosure Letter, the  execution,
delivery  and  performance of this Agreement  and  each  of  the
Sellers  Documents  by Seller and CFC and  consummation  of  the
transactions contemplated hereby and thereby, (a) have been duly
and  validly  authorized by all proper and  requisite  corporate
actions;  (b) will not conflict with or breach any provision  of
the  certificate of incorporation, charter or bylaws or  similar
organizational documents of Seller or CFC; (c) will not conflict
with  or  breach or constitute any default under  any  contract,
agreement or arrangement to which Seller or CFC is a party or by
which  Seller or CFC is bound or otherwise confer upon any party
a   right   to   terminate  any  such  contract,  agreement   or
arrangement;  (d) will not require any filing with, notification
of  or  consent,  approval or authorization of any  Governmental
Entity  or  constitute  a violation of any  judgment,  order  or
decree of any Governmental Entity except for the filing with the
Mexican  Federal Competition Commission; or (e) will not violate
any  Law, federal, state, foreign or local applicable to  Seller
or CFC or any of their assets except where such conflict, breach
or  failure  to  file,  notify or obtain  consent,  approval  or
authorization  would not have a material adverse effect  on  the
ability   of   the   parties  to  consummate  the   transactions
contemplated hereby or thereby.

     4.3  Title to Assets.

          (a)  Quality of Title.  Seller has good title to, or a
     valid  leasehold interest in, the Purchased Assets in  each
     case free and clear of all Liens other than as disclosed in
     Schedule  4.3 to Seller's Disclosure Letter.  The Purchased
     Assets  are  owned legally and beneficially by  Seller  and
     constitute  all of the material assets owned or  leased  by
     the Seller and used regularly in the Business.

          (b)  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER
     HAS NOT MADE AND WILL NOT BE DEEMED TO HAVE MADE HEREIN ANY
     REPRESENTATION  OR WARRANTY, EXPRESS OR IMPLIED,  REGARDING
     THE  FITNESS,  FITNESS  FOR A PARTICULAR  PURPOSE,  OR  THE
     MERCHANTABILITY OF THE PURCHASED ASSETS, AND THAT PURCHASER
     IS  BUYING  THE  PURCHASED ASSETS  "AS-IS"  AND  "WHERE-IS"
     EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN.  PURCHASER
     ACKNOWLEDGES  THAT  NO  WARRANTIES  OF  MERCHANTABILITY  OR
     FITNESS  FOR ANY PARTICULAR PURPOSE ARE MADE OR IMPLIED  IN
     THE TRANSACTIONS CONTEMPLATED HEREIN.

          (c)  All Accounts Receivable included in the Purchased
     Assets  are  valid receivables subject to  no  set-offs  or
     counterclaims,  are  current  and  collectible.    Schedule
     4.3(c)  to Seller's Disclosure Letter sets forth a complete
     and  accurate schedule of the Accounts Receivable as of the
     date of this Agreement, together with an accurate aging  of
     the same.

          (d)   CFC  has  conducted  the Business  only  through
     Seller and not through any other entity  and no part of the
     Business  is operated by any entity other than the  Seller.
     The  Purchased Assets constitute all the assets, rights and
     properties  that were used for the conduct of the  Business
     as  conducted during the twelve months prior  to  the  date
     hereof and as now conducted by Seller.

          (e)  Purchaser acknowledges that its has conducted its
     own  investigation  regarding the subject  matter  of  this
     Agreement  and  is  not  relying on any  representation  or
     warranty of Seller or its officers or directors except  for
     those representations and warranties included herein or  in
     the other agreements and instruments executed in connection
     with the transactions contemplated by this Agreement.

     4.4    Contracts  and  Commitments.   All  of  the  Assumed
Contracts   are  set  forth  on  Schedule  1.1(d)  to   Seller's
Disclosure Letter and true and correct copies thereof have  been
provided  to  Purchaser.  All the Assumed Contracts  are  valid,
binding  and in full force and effect, have not been amended  or
supplemented  in  any  material  manner  or  respect  except  as
disclosed  on  Schedule 4.4 to Seller's Disclosure  Letter,  and
upon  assignment  and  assumption, with applicable  consents  if
necessary,  will be enforceable by Purchaser in accordance  with
their  respective terms except as enforceability may be  limited
by applicable bankruptcy, insolvency, reorganization and similar
laws  affecting  creditor's rights and  remedies  generally  and
general  principles of equity (regardless of whether enforcement
is  sought  in  a  proceeding  at law  or  equity).   Except  as
disclosed  on Schedule 4.4 to Seller's Disclosure Letter,  there
are  no  defaults by Seller under any Assumed Contract, and,  to
Seller's Knowledge, (a) there are no defaults under any  of  the
Assumed  Contract by any other party thereto and (b)  no  events
have  occurred that with the lapse of time or action or inaction
by  any party thereto would result in any violations thereof  or
any defaults thereunder.  Except as disclosed in Schedule 4.4 to
Seller's  Disclosure  Letter,  the  Assumed  Contracts  may   be
assigned   to  Purchaser  without  any  authorization,  consent,
approval,  permission or license of, or filing with,  any  other
Person.   Except  as contemplated with the Purchaser  under  the
terms of this Agreement, neither CFC, the Seller nor any of  the
Seller's  Affiliates are bound under or a party to any  contract
or  other agreement (i) regarding the consolidation or merger of
any  of the Seller or Seller's Affiliates with or into any  such
Person  or  Persons,  (ii)  regarding the  sale,  conveyance  or
disposition  of all or substantially all or a large  portion  of
the  assets  of  any of the Seller or Seller's Affiliates  or  a
transaction  or  series  of related transactions  in  which  any
voting  securities  of any of the Seller or Seller's  Affiliates
would  be issued, transferred or disposed of, or (iii) regarding
any  other  form  of  acquisition, liquidation,  dissolution  or
winding up of any of the Seller or Seller's Affiliates.  Exhibit
2.4(iv)  lists,  as  of  the  date hereof,  all  bid  bonds  and
performance bonds relating to the Business.

     4.5   Licenses and Permits.  The Permits listed in Schedule
4.5  to  Seller's Disclosure Letter constitute all  the  Permits
held  by  Seller and Seller's Affiliates in connection with  the
Business  and  constitute all material Permits  necessary  under
Law,  including Environmental Laws or otherwise for  Seller  and
Seller's  Affiliates  to  conduct  the  Business  as  now  being
conducted  and  to own, operate, maintain and use the  Purchased
Assets  in  the  manner in which they are now,  and  during  the
preceding  twelve  months  have been, operated,  maintained  and
used.  Seller  or Seller's Affiliates (depending on  the  holder
thereof)  is  now and has at all times in the past  three  years
been  in  compliance in all material respects with the terms  of
such  Permits.   None  of  such Permits  has  been  or,  to  the
Knowledge  of  Seller,  is threatened to be  revoked,  canceled,
suspended or modified.

     4.6  Compliance with Law.

          (a)   Seller  has  in  all material respects  complied
     with,  and  are now in compliance with, all Laws,  federal,
     state or local, and any rules or regulations or any orders,
     writs,  injunctions and decrees of any Governmental  Entity
     to  which  it may be subject which violation might  have  a
     Material  Adverse Effect on the Business or  the  Purchased
     Assets, including without limitation, Environmental  Laws,.
     To  the Knowledge of the Seller, neither Seller nor any  of
     Seller's  Affiliates, nor any officer,  employee  or  agent
     thereof  has  made,  in connection with  the  Business,  an
     offer,  payment,  promise to pay, or authorization  of  the
     payment  of any money, or offer, gift, promise to give,  or
     authorization of the giving of anything of value,  directly
     or  indirectly  (i)  to or for the use or  benefit  of  any
     official or employee of any Governmental or instrumentality
     thereof or the agencies of such Government, or (ii) to  any
     other  person or entity, the payment of which would violate
     the  laws or policies of the United Mexican States in order
     to affect or influence any act or decision of such official
     or  employee  and  none  of the  any Assumed  Contracts  or
     Permit included in the Purchased Assets nor the revenues of
     the Business is dependent on any such payment, contribution
     or gift.

          (b)   Except as disclosed on Schedule 4.6 to  Seller's
     Disclosure  Letter  (i)  there  is  no  physical  condition
     existing  on  any  property  now  or  previously  owned  or
     operated  by  Seller or any of the Seller's  Affiliates  in
     connection  with the Business (nor are there  any  physical
     conditions  existing on any other property  that  may  have
     been  impacted by the operations of Seller or  any  of  the
     Seller's  Affiliates in connection with the  Business)  and
     (ii)  Seller  and Seller's Affiliates have not  handled  or
     disposed  of  any substance, arranged for disposal  of  any
     substance,  exposed  any employee or other  person  to  any
     substance  or  condition or operated any  facility  in  any
     manner  which in the case of clause (i) or (ii) could  give
     rise to any remedial obligation under Environmental Laws or
     which  could  result in any liability to any  third  Person
     claiming  damage to Persons, property or natural  resources
     as   a   result  of  the  consequences  of  said   physical
     conditions.

     4.7   Litigation.  There is no material Action pending  or,
to  the  Knowledge of Seller, threatened against or relating  to
CFC  or  Seller  which relates to the Business or the  Purchased
Assets.   Neither  Seller nor CFC is subject to any  outstanding
order,  writ,  injunction or decree that would have  a  Material
Adverse Effect on the Business or the Purchased Assets or  would
prevent or delay in any material respect the consummation of the
transactions contemplated hereby.

     4.8   Solvency.   After giving effect to  the  transactions
contemplated by this Agreement, (i) the fair saleable  value  of
the  assets  of the Seller will exceed its existing liabilities,
including known contingent liabilities, (ii) the assets  of  the
Seller will not be unreasonably small to conduct the business of
the  Seller or to liquidate and wind up its affairs,  and  (iii)
the Seller has not and does not intend to incur debts beyond its
ability to pay such debts as they mature.  For purposes of  this
Section  4.8, "debt" means any liability on a claim, and "claim"
means (i) right to payment, whether or not such right is reduced
to   judgment,  liquidated,  unliquidated,  fixed,   contingent,
mature,   unmatured,  disputed,  undisputed,  legal,  equitable,
secured  or unsecured, or (ii) right to an equitable remedy  for
breach  of performance if such breach gives rise to a  right  to
payment,  whether  or not such right to an equitable  remedy  is
reduced  to  judgment,  fixed, contingent,  matured,  unmatured,
disputed, undisputed, secured or unsecured.

     4.9   Brokers.  Neither CFC nor Seller nor any  of  its  or
their   officers,  directors  or  employees  has  employed   any
financial  advisor, broker or lender or incurred  any  liability
for  any  financial  advisory,  brokerage  or  finder's  fee  or
commission  in  connection  with the  transactions  contemplated
hereby.


                            ARTICLE V
           REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser represents and warrants to the Seller as follows:

     5.1   Organization  and  Good  Standing  of  Purchaser  and
Purchaser's   Affiliates.    Purchaser   is   corporation   duly
organized, validly existing and in good standing under the  Laws
of the State of Louisiana.

     5.2    Consents,   Authorizations   and   Binding   Effect.
Purchaser has full corporate power and authority to execute  and
deliver   this   Agreement  and  carry  out  and   perform   its
undertakings and obligations as provided herein.  This Agreement
has   been   duly  executed  and  delivered  by  Purchaser   and
constitutes the legal, valid and binding obligation of Purchaser
enforceable  against  Purchaser in  accordance  with  its  terms
except   as   enforceability  may  be  limited   by   applicable
bankruptcy,   insolvency,  reorganization   and   similar   laws
affecting  creditor's rights and remedies generally and  general
principles  of  equity  (regardless of  whether  enforcement  is
sought  in a proceeding at law or equity).  Except as set  forth
in  Schedule 5.2 of Purchaser's Disclosure Letter the execution,
delivery  and  performance by Purchaser of  this  Agreement  and
consummation  of  the transaction contemplated hereby  (a)  have
been  duly  and  validly authorized by all proper and  requisite
corporate  actions of Purchaser, (b) will not conflict  with  or
breach any provision of the charter or bylaws of Purchaser,  (c)
will not conflict with or breach or constitute any default under
any contract, agreement or arrangement to which it is a party or
by  which  it is bound other than any such conflict,  breach  or
default  that would not prevent or delay in any material respect
the  consummation  of  the transactions contemplated  hereby  or
thereby,  (d) will not require any filing with, notification  of
or consent, approval or authorization of any Governmental Entity
or  constitute a violation or breach of any judgment,  order  or
decree of any Governmental Entity except for the filing with the
Mexican Federal Competition Commission, and (e) will not violate
any  Law,  federal,  state, foreign or local,  or  any  rule  or
regulation of any Governmental Entity applicable to Purchaser or
any  of  its  assets, except for any violation which  would  not
prevent or delay in any material respect the consummation of the
transactions contemplated hereby or thereby.

     5.3   Litigation.  There is no material Action pending  or,
to the knowledge of Purchaser, threatened against or relating to
Purchaser  by  or  before  any  Governmental  Entity  which,  if
determined adversely to the interest of Purchaser would  prevent
or  delay  in  any  material respect  the  consummation  of  the
transactions contemplated hereby.  Purchaser is not  subject  to
any  outstanding  order, writ, injunction or decree  that  would
prevent or delay in any material respect the consummation of the
transactions contemplated hereby.

     5.6   Brokers.  Neither Purchaser nor any of its  officers,
directors  or  employees  has employed  any  financial  advisor,
broker  or  finder or incurred any liability for  any  financial
advisory,  brokerage or finder?s fee or commission in connection
with the transactions contemplated hereby.


                           ARTICLE VI
                            COVENANTS

     6.1  Conduct of the Business.  With respect to the Business
and  the  Purchased Assets, Seller and CFC agree that, from  and
after the date of this Agreement until the Closing Date:

          (a)   Seller  will conduct the Business  only  in  the
     ordinary course of business, consistent with past practice,
     and  will use reasonable commercial efforts to maintain and
     preserve the Business and the Purchased Assets.

          (b)   Without the prior written consent of  Purchaser,
     Seller will not:

               (i)   sell, transfer or otherwise dispose of  any
          of  the  Purchased  Assets other than  consumption  of
          supplies  in  the ordinary course of the  Business  at
          levels not exceeding past practice;

               (ii)   remove  any  Improvements  from  the  Real
          Property  on  which  they are  located  or  alter  any
          Improvements other than in the process of  maintenance
          and  repair  in  the ordinary course of  the  Business
          consistent with past practice;

               (iii)      remove any Personalty from the Vessels
          or  the  Real  Property on which they are  located  or
          alter  any  Equipment other than  in  the  process  of
          maintenance and repair in the ordinary course  of  the
          Business consistent with past practice;

               (iv)   amend   or  (except  through  performance)
          terminate any Assumed Contract;

               (v)   subject any of the Purchased Assets to  any
          Liens; or

               (vi)   waive   any   claims,   rights,   Accounts
          Receivable of the Business;

               (vii)       make  any  change  in  the  rate   of
          compensation,  commission, bonus or  other  direct  or
          indirect  remuneration payable, or paid  or  agree  or
          promise to pay, conditionally or otherwise, any bonus,
          extra  compensation, pension or severance or  vacation
          pay, to any shareholders, director, officer, employee,
          salesman, distributor or agent;

               (viii)     loan  any  monies  to  any  Person  or
          guarantee any obligations of any Person;

               (ix)   enter  into any transaction,  contract  or
          commitment  other than in the ordinary course  of  the
          Business and consistent with past practices or pay  or
          agree   to   pay  any  legal,  accounting,  brokerage,
          finder's  fee,  taxes or other expenses in  connection
          with, or incur any severance pay obligations by reason
          of,  this  Agreement or the transactions  contemplated
          herein;

               (x)    enter  into  any  agreement  or  make  any
          commitment  to  take  any  of  the  types  of  actions
          described in paragraphs (i) through (ix) above.

          (d)   Seller  will maintain and keep all the  tangible
     Purchased  Assets  in their present condition,  subject  to
     ordinary wear and tear;

          (e)    Seller   will  perform  all  of  its   material
     obligations under all Assumed Contracts in accordance  with
     the provisions thereof; and

          (f)   Seller will (i) give Purchaser's representatives
     full  access at all reasonable times to all of the  assets,
     properties,  books, records, agreements and commitments  of
     Seller concerning the Business, the Purchased Assets and to
     Seller's  employees, independent auditors  (and  the  audit
     work papers of such auditors) and representatives to answer
     relevant inquiries of Purchaser regarding the Business  and
     the  Purchased  Assets, and (ii) permit  Purchaser  or  its
     agents to inspect and conduct nondestructive testing of any
     of the Purchased Assets; and

          (g)   Seller  shall promptly notify Purchaser  of  the
     occurrence of any matter, event, circumstance or  condition
     that  is material to the Business, the Purchased Assets  or
     that would render inaccurate any of the representations  or
     warranties  of Seller contained in Article IV or constitute
     a violation or breach of this Agreement.

     6.2  Actions of the Parties.

          (a)   CFC,  Seller and Purchaser will use commercially
     reasonable  best  efforts to take all  action  and  do  all
     things   that  may  be  reasonably  necessary,  proper   or
     advisable  in order to consummate and to make effective  as
     promptly  as  practicable the transactions contemplated  by
     this  Agreement (including satisfaction but not  waiver  of
     the  conditions  set forth in Article  VII)  and  will  not
     undertake or fail to undertake any action if such action or
     failure  would  render  any  of  the  representations   and
     warranties  under this Agreement untrue as of  the  Closing
     Date  or  cause  any of the conditions precedent  that  are
     within  its  control not to be fulfilled.  CFC  and  Seller
     will  give any notices to third parties, and will  use  its
     commercially  reasonable best efforts to obtain  any  third
     party consents, that Purchaser reasonably may request.   In
     addition,  CFC,  Seller and Purchaser  agree  to  cooperate
     fully   and   take  all  commercially  reasonable   actions
     necessary   to   obtain   all   consents,   approvals   and
     authorizations  from  other  Persons  and  to  effect   all
     filings, applications, registrations and notifications that
     the parties hereto deem necessary or desirable in order  to
     fulfill  all  conditions precedent contained herein  or  to
     consummation of the transactions contemplated hereby.

          (b)  (i) Seller covenants and agrees to grant in favor
     of   Purchaser   or  any  of  Purchaser's  Affiliates,   an
     additional  Tuxpan  Mortgage (the "Third Tuxpan  Mortgage")
     within  three business days after the Closing  Date,  which
     Third   Tuxpan  Mortgage  shall  secure  payment   of   the
     Promissory  Notes.  The  Third  Tuxpan  Mortgage  shall  be
     executed in the form attached hereto as Appendix IX. Seller
     further  agrees  to execute a public deed before  a  Notary
     Public  in Mexico selected by Purchaser in order to include
     in   such   public  deed  the  agreements,  covenants   and
     undertakings  set forth in the first and second  amendments
     to the Second Tuxpan Mortgage previously executed by Seller
     to  secure the obligations under that certain Reimbursement
     Agreement   dated   April  28,  1997,   as   amended   (the
     "Reimbursement Agreement") and to include within the  scope
     of  such  Second Tuxpan Mortgage the additional obligations
     added  to the Reimbursement Agreement pursuant to the Third
     Amendment  to  the  Reimbursement  Agreement,  (ii)  Seller
     covenants and agrees within 5 business days of the  Closing
     Date  to  (A) authorize and request PEP to pay all  amounts
     owing  under any of the projects and/or claims included  in
     Exhibit 6.13 that are owed by PEP to the account designated
     by  Purchaser for work completed prior to the Closing Date,
     (B)  grant  powers  of  attorney  to  an  escrow  agent  so
     appointed by Seller and Purchaser to have control upon  the
     bank  account in which PEP is currently making payments  to
     Seller  related to the projects and /or claims included  in
     Exhibit  6.13  until such time PEP agrees  to  the  request
     mentioned under 6.2(b)(ii)(A), and (C) use its best efforts
     to  amend the EPC 36 Trust with Bancomer in order  to  have
     Purchaser  or Purchaser's affiliates as the beneficiary  in
     first place of the EPC 36 Trust with Bancomer.

          (c)  The parties hereto agree that the obligations  of
     Seller   to  reimburse  Purchaser  or  any  or  Purchaser's
     Affiliates  in connection with all obligations  of  CCC  to
     Nissho  Iwai  and  Nuevo Pignone shall be included  in  the
     obligations  that are subject to the terms of that  certain
     Reimbursement  Agreement and CFC and  Seller  covenant  and
     agree  to  take all actions as shall be necessary to  cause
     each of the other shareholders of CCC to executed the Third
     Amendment  to  the  Reimbursement  Agreement  in  the  form
     attached hereto as Appendix XI.

          (d)   Upon the request of Seller, Purchaser agrees  to
     cancel  and terminate that certain Reimbursement Agreement,
     at  such  time  as Purchaser and its affiliates  have  been
     released  from  all further obligations in respect  of  all
     obligations of CCC to Nissho Iwai and Nuevo Pignone and all
     amounts paid by Global to such entities, if any, have  been
     repaid  to Global by CFC or its affiliates pursuant to  the
     Reimbursement Agreement or otherwise.

          (e)   Purchaser covenants and agrees to remit  to  the
     proper  tax  authorities for the benefit  of  Seller  (with
     proof of remittance provided to Seller) or, at the election
     of  Purchaser to the account of Seller designated by Seller
     in  either  case within 3 business days of receipt  thereof
     the  full amount of the IVA tax payments included with  any
     payments received on the Accounts Receivable that remain in
     the  name  of  CCC  after the Closing, without  set-off  or
     deduction  of  any kind.  Until such time  as  all  amounts
     payable  on  the  Accounts Receivables from  PEP  shall  be
     included  in  the  EPC  36 Trust or a  similar  trust  that
     provides  for  the direct payment of the IVA  tax  payments
     amounts, in the event that Purchaser has failed to remit in
     accordance  with the first sentence of this Section  6.2(e)
     such IVA tax payment amounts within 180 days of the date of
     their  receipt, two times the amount of such IVA tax  (plus
     any  monetary  corrections, fines and  penalties  resulting
     from  Purchaser's failure to timely pay over such  the  IVA
     tax  payment amounts) shall be automatically credited as  a
     payment  on  the  principal amount of the Promissory  Notes
     with  application in each case to the Promissory Note  with
     the highest interest rate.

          (f)   Seller  covenants and agrees to  give  Purchaser
     full  power, control and diminution over the bank  accounts
     to which Seller shall request PEP to make payments pursuant
     to  Section  6.2(b)(ii)(A).  In the interim,  Seller  shall
     grant powers of attorney to an escrow agent so appointed by
     the  parties  pursuant  to  Section  6.2(b)(ii)(B)  to   in
     connection  with the bank account established  in  Schedule
     6.2(f).

          (g)   Seller and CFC covenant and agree, that  in  the
     event  that  Global  has not been fully released  from  its
     guarantee  of the Seller's obligations to Nissho  Iwai  and
     any  amounts it has paid under such guarantee have not been
     refunded  to Global on or prior to the 45th day  after  the
     Closing Date, Seller and CFC shall repay US$750,000 by wire
     transfer of immediately available US Dollars to the account
     designated by Purchaser.

     6.3    Litigation.   From  the  date  hereof  through   the
Effective Time, each of the parties hereto shall promptly notify
the other parties of any Actions which after the date hereof are
threatened or commenced against the Purchaser, CFC, Seller,  any
Affiliate, officer, director, employee, consultant or  agent  or
shareholder  thereof, in their capacities as such, the  Business
or  the  Purchased Assets which, (i) challenges the consummation
of  the  transaction contemplated by this Agreement, or (ii)  if
decided  adversely,  could reasonably  be  expected  to  have  a
Material Adverse Effect upon the Business, the Purchased Assets,
or  the  ability  of the parties to consummate the  transactions
contemplated herein.

     6.4   Protection of Value of Purchased Assets.  Because  of
CFC's   and   Seller's  access  to  the  Business'  confidential
information  and trade secrets, CFC and Seller  would  be  in  a
unique  position  to divert business from the  Business  and  to
commit irreparable damage to the Business were CFC or Seller  to
be  allowed to compete with the Business or to commit any of the
other acts prohibited below; the enforcement of said restrictive
covenants  against  CFC and Seller will  not  impose  any  undue
burden  upon  them;  none  of  said  restrictive  covenants   is
unreasonable as to period or geographic area; and the ability to
enforce said restrictive covenants against CFC and Seller  is  a
material  inducement to the decision of Purchaser to  consummate
the transactions contemplated in this Agreement.  CFC and Seller
acknowledge  that  Purchaser would not  purchase  the  Purchased
Assets  but  for the agreements and covenants of CFC and  Seller
contained  in  this Section 6.4.  Accordingly,  CFC  and  Seller
covenant and agree as follows:

          (a)   Covenant.  CFC and Seller shall not at any  time
     within  the  Restricted  Period,  directly  or  indirectly,
     perform activities in the Business in Mexico and the waters
     offshore of Mexico (the "Geographic Area") except on behalf
     of  Purchaser  or  its Affiliates provided,  however,  that
     specifically excluded from this covenant are all activities
     of  CFC or Seller or their Affiliates conducted anywhere in
     the world outside of the Geographic Area.

          (b)   Solicitation of Business.  During the Restricted
     Period,  CFC  and Seller shall not, directly or indirectly,
     solicit  or assist any other Person to solicit any business
     in  competition  with the services of the Business  in  the
     Geographic  Area  (other  than for  the  Purchaser  or  its
     Affiliates)  from any present, past or future  customer  of
     the Business.

          (c)   Confidential Information.  From  and  after  the
     Closing  Date, CFC and Seller shall keep secret and  retain
     in   strictest  confidence,  and  shall  not,  directly  or
     indirectly,  use for the benefit of CFC or  Seller  or  any
     Person  other  than  the Purchaser and its  Affiliates  all
     confidential  matters and trade secrets known  relating  to
     the   Business,  including,  without  limitation,  customer
     lists,  pricing  policies, operational  methods,  marketing
     plans  or  strategies,  product development  techniques  or
     plans,    business   acquisition   plans,   new   personnel
     acquisition   plans,  methods  of  manufacture,   technical
     processes,  designs  and  design  projects,  invention  and
     research  projects and other business affairs  relating  to
     the  services  of  the Business learned by  CFC  or  Seller
     heretofore or hereafter, and shall not divulge, disclose or
     make assessable to any Person outside of the Purchaser  and
     its   Affiliates  any  such  information  except  upon  the
     Purchaser's express prior written consent.

          (d)   Rights  and  Remedies upon Breach.   If  CFC  or
     Seller  breach, or threatens to commit a breach of, any  of
     the  provisions  of this Section 6.4, the  Purchaser  shall
     have the following rights and remedies:

               (i)  The right and remedy to have the restrictive
          covenants in this Section 6.4 specifically enforced by
          any  court  having  equity jurisdiction  and  CFC  and
          Seller  acknowledge and agree that any such breach  or
          threatened breach will cause irreparable injury to the
          Purchaser  and that monetary damages will not  provide
          an adequate remedy to the Purchaser; and

               (ii)  The  right  and remedy to require  CFC  and
          Seller to indemnify the Purchaser against any  losses,
          damages,  costs  and  expenses,  including  reasonable
          attorneys fees and court costs, which may be  incurred
          by  it and which result from or arise out of or relate
          to  any  such  breach  or  threatened  breach  of  the
          restrictive covenants in this Section6.4.

          (e)   Severability  of Covenants.   If  any  court  of
     competent   jurisdiction  determines  that   any   of   the
     restrictive  covenants in this Section  6.4,  or  any  part
     thereof, is invalid or unenforceable with respect to CFC or
     Seller, the remainder of the restrictive covenants in  this
     Section  6.4  shall not thereby be affected  and  shall  be
     given  full effect, without regard to the invalid portions.
     If  any court of competent jurisdiction determines that any
     of  the  restrictive covenants in this Section 6.4, or  any
     part  thereof, is unenforceable because of the duration  of
     such  provision  or  the area covered thereby,  such  court
     shall have the power to reduce the duration or area of such
     provision  and,  in its reduced form, such provision  shall
     then  be enforceable and shall be enforced. CFC and  Seller
     hereby  waive any and all right to attack the  validity  of
     the  restrictive  covenants in  this  Section  6.4  on  the
     grounds  of  the breadth of their geographic scope  or  the
     length of their term.

          (f)   Enforceability in Jurisdictions.  Each  of  CFC,
     Seller  and  Purchaser intend to and do hereby confer  non-
     exclusive jurisdiction to enforce the restrictive covenants
     in  this  Section  6.4 upon the courts of any  jurisdiction
     within  the geographical scope of such covenants.   If  the
     courts  of any one or more of such jurisdictions  hold  the
     restrictive   covenants   in  this   Section   6.4   wholly
     unenforceable  by reason of the breadth of  such  scope  or
     otherwise, it is the intention of Purchaser, CFC and Seller
     that  such  determination not bar or in any way affect  the
     right of the Purchaser to the relief provided above in  the
     courts  of  any other jurisdiction within the  geographical
     scope  of  such covenants, as to breaches of such covenants
     in  such other respective jurisdictions, such covenants  as
     they  relate to each jurisdiction being, for this  purpose,
     severable into diverse and independent covenants.

     6.5  Assignment of Contracts; Transfer of Purchased Assets;
Assistance  in  Contract Compliance.  To  the  extent  that  the
assignment of any Assumed Contract shall require the consent  of
any  other  Person,  this  Agreement  shall  not  constitute  an
agreement  to assign the same if the attempted assignment  would
constitute  a  breach thereof.  CFC, Seller and Purchaser  agree
each to use commercially reasonable best efforts in each case to
obtain  consent to the assignment to Purchaser.  If any required
consent  to assign to Purchaser any of the Purchased  Assets  or
the  benefits  under any Assumed Contract is not  obtained,  the
parties will cooperate in any reasonable arrangement designed to
provide  for Purchaser the benefit of such Purchased  Assets  or
such Assumed Contract which Purchaser is denied or deprived as a
result of the failure to obtain such consent or approval.   Such
"reasonable   arrangement"  will  include   Purchaser   or   its
Affiliates subcontracting with Seller to perform its obligations
under the Assumed Contract on terms substantially similar to the
Assumed  Contract  pursuant to a "Contracto  de  Associacion  en
Participation"   or  otherwise.  If  CFC  or  Seller   requests,
Purchaser shall contact each vendor or supplier to whom  any  of
the Assumed Liabilities that are listed in CFC's or Seller's and
use  commercially reasonable efforts to obtain from such vendors
or   suppliers  a  full  release  of  CFC,  Seller  and  Sellers
Affiliates   from  any  liabilities  included  in  the   Assumed
Liabilities;  provided  however  that  Purchaser  shall  not  be
required to make any special, advance or additional payments  or
other  forms  of  remuneration to such vendors or  suppliers  in
order to obtain such releases.

     6.6  Taxes and Expenses.

          (a)   Seller shall pay all Taxes arising out of or  in
     connection with the transactions effected pursuant to  this
     Agreement, except for Mexican Property Transfer Taxes which
     shall  be  paid  by Purchaser.  Seller and Purchaser  shall
     cooperate in filing all necessary documentation and returns
     with respect to such Taxes.

          (b)   Seller shall pay all Taxes with respect  to  the
     Business  and  the  Purchased Assets that  are  payable  or
     become  payable  after  the date  hereof  with  respect  to
     periods ending on or prior to the transfer thereof  on  the
     Closing  Date,  provided  that  Purchaser  shall  reimburse
     Seller  for  all such Taxes paid to the extent  such  Taxes
     constitute  Assumed Liabilities.  Purchaser shall  pay  all
     Taxes  with  respect to the Business and  Purchased  Assets
     that  are payable or become payable with respect to periods
     commencing after the transfer thereof on the Closing Date.

          (c)   Except as may otherwise be specifically provided
     herein,  each  party  shall  be  responsible  for  its  own
     expenses,   including  without  limitation  the   fees   of
     accountants and attorneys, which are incurred in connection
     with  the  negotiation and execution of this Agreement  and
     the consummation of the transactions herein contemplated.

     6.7   Access  to  Records After Closing  Date.  Seller  and
Purchaser agree that, so long as the books and records  retained
by  Seller  relating to the Business or the Purchased Assets  or
the books and records delivered to Purchaser hereunder remain in
existence  and  available, each party shall have  the  right  to
inspect and, at its expense, to make copies of the same  at  any
time during business hours for any proper purpose.  For a period
of five (5) years following the Closing Date, the parties hereto
will  not, without first having offered to deliver the  same  to
the  other  party, destroy or permit the destruction of  any  of
such  books  and records or any schedules, work papers  and  any
other  documents  relating to any Tax  Returns  in  its  or  its
Affiliates?  possession.  Each party agrees that  it  will  make
available,  and it will cause its Affiliates to make  available,
to  the  other and to any accountants or attorneys or tax agents
authorized  by  such other party, at the expense  of  the  party
requesting the same, any such records or information  needed  in
connection with any Tax matters, litigation or similar matters.

     6.8   Allocation  of Purchase Price. Purchaser  and  Seller
agree  to  allocate the Purchase Price and all other capitalized
costs  among  the  Purchased Assets prior to the  Closing  Date.
Purchaser  shall  prepare a further allocation of  the  Purchase
Price   among  the  Purchased  Assets  and  shall  submit   such
allocation  to  Seller no later than three  days  prior  to  the
Closing  Date.  Purchaser and Seller shall not take any position
on  any  federal  or state Tax Return or other  filing  that  is
inconsistent with the Purchase Price Allocation.  Purchaser  and
Seller  shall  duly  prepare and timely file  such  reports  and
information returns as may be required to report the  allocation
of  the  Purchase Price among the Purchased Assets in accordance
with the Purchase Price Allocation.

     6.9   Agreement to Defend. In the event any claim or Action
or  other proceeding by any Governmental Entity or other  Person
or  other  legal or administrative proceeding is commenced  that
questions   the   validity  or  legality  of  the   transactions
contemplated  hereby  or seeks damages in connection  therewith,
whether  before  or after the Effective Time,  Seller,  CFC  and
Purchaser  agree  to  cooperate and use  reasonable  efforts  to
defend  against  and  respond thereto. The parties  hereto  each
severally agree and covenant not to institute, commence,  assist
or  participate  in  any Action or other proceeding  seeking  to
challenge or restrain the transactions contemplated herein.

     6.10 Payment of Liabilities.  Seller shall pay or otherwise
satisfy  in  the  ordinary  course all  claims  and  liabilities
relating  to  the  Purchased Assets  or  the  Business  incurred
through  the Closing Date other than the CFC Assumed Liabilities
(which  in  accordance with Section 2.4 shall  not  include  the
Accounts  Payable  on  Exhibit 2.4(i) until  the  conditions  to
Purchaser's  assumption  have  been  met)  and  liabilities   to
Purchaser or its Affiliates represented by the Promissory  Notes
(which  shall  be paid in accordance with its terms);  provided,
however,  that Seller shall have the right to dispute  any  such
claims or liabilities in good faith.

     6.11 Dispute Assistance.  CFC and Seller agree that in  the
event of any dispute with respect to the Business arising out of
or relating to events which occurred at or prior to the Closing,
they shall cooperate with Purchaser, at no cost to Purchaser, in
the  resolution of such dispute, including, without  limitation,
making appearances in any litigation which may result therefrom;
provided,  however,  that  CFC's or  Seller's  agreement  so  to
cooperate shall not be deemed an acceptance by CFC or Seller  of
any  liability arising from such dispute, as to which the  other
provisions of this Agreement shall control.

     6.12 Certain Employee Matters.

          (a)   From  the date hereof until the Effective  Time,
     the  Seller and CFC shall permit Purchaser to approach  and
     negotiate  with the employees and agents of CFC, Seller  or
     their  Affiliates  that work in the Business  and  are  set
     forth on Exhibit  6.12(a) in an effort to persuade them  to
     continue   with  the  Business  pending  the  Closing   and
     thereafter  accept employment or agency with the  Purchaser
     or its Affiliates.

          (b)   CFC  and  Seller  agree that  Purchaser  or  its
     Affiliates  may offer employment to each of persons  listed
     on   Exhibit 6.12(a), effective on the Closing Date.   Each
     such   person  who  accepts  such  employment  offer   from
     Purchaser or its Affiliates shall be referred to herein  as
     a  "Continuing  Employee."  CFC and Seller  shall  have  no
     liability  for, and Purchaser agrees to indemnify  CFC  and
     Seller  in accordance with Section 8.2 hereof against,  any
     claims brought by each of the Continuing Employees relating
     to  any termination of their employment by Purchaser or its
     Affiliates after the Closing Date.

          (c)   On  or before, but effective as of, the  Closing
     Date, Seller shall take such actions as may be necessary to
     terminate the employment of each of the employees set forth
     on  Exhibit 6.12(c) and all severance benefits due to  such
     employees shall be paid 51% by CFC and 49% by Purchaser  in
     accordance  with the terms of that certain letter  of  even
     date   herewith  and  attached  hereto  as  Appendix  VIII;
     provided, however, that in the event that CFC or any of its
     affiliates shall re-employ any of the persons set forth  on
     Exhibit   6.12(c)  within  180  days  of  their   date   of
     termination, CFC shall pay to Purchaser in U.S. Dollars its
     part  of  the  costs of the severance benefits provided  to
     such  former  employee upon their termination  pursuant  to
     this Section 6.12(c).

          (d)  Purchaser shall have no liability for, and Seller
     and CFC agree to indemnify Purchaser and its Affiliates  in
     accordance with Section 8.2 hereof against, any liabilities
     or  obligations, or claims brought by employees other  than
     the  Continuing Employees relating to Seller's  termination
     of   their  employment  with  it  or  Seller's  Affiliates.
     Without  limiting  the  scope of  the  preceding  sentence,
     Seller  shall take any and all actions necessary to  ensure
     that Purchaser and its Affiliates shall not be required  to
     provide  benefit coverage with respect to any  such  former
     employee under applicable laws.

     6.13  Credit For Certain Collections.  The Promissory Notes
shall provide and Purchaser hereby covenants to give Seller full
credit  against amounts owed under the Promissory Notes for  all
amounts  actually received by Seller or its Affiliates from  PEP
in payment of the claims, rights, Accounts Receivables, and work
earned but not billed listed on Exhibit 6.13 hereto.

     6.14 Accounts Receivable.  Seller will use its best efforts
to  cause  all  of  the Accounts Receivable to be  collected  in
accordance with their terms and will not agree to any  reduction
or  discount  of  any  Accounts Receivable without  the  written
consent of Purchaser.

     6.15  Right of First Refusal on Carmen Property.  Prior  to
Purchaser  or any affiliate of Purchaser consummating  any  sale
(other than to an affiliate of Purchaser) of the real estate  on
which  the  Carmen  Property  is located  on  the  date  hereof,
Purchaser  shall deliver to Seller a written offer  (the  "Offer
Letter")  to  sell  such property to Seller  on  the  terms  and
conditions,  including  the sales price and  closing  date,  set
forth in the Offer Letter and under which Purchaser proposes  to
sell  such  property.   The  Seller  shall  have,  for  10  days
following   delivery  of  the  Offer  Letter,  the  option   and
preferential  right to purchase the property on  the  terms  and
conditions  contained in the Offer Letter.  The  Seller's  right
shall  be  exercisable by written notice to Purchaser ("Purchase
Notice").   If  the  Seller shall fail to deliver  the  Purchase
Notice  before  expiration of the 10 day  option  period,  shall
decline  to exercise its purchase option or shall fail to  close
the  purchase  in  accordance  with  the  terms  and  conditions
contained in the Offer Letter, Purchaser shall be free  to  sell
and  transfer the property substantially in accordance with  the
terms on the Offer Letter.


                           ARTICLE VII
                           CONDITIONS

     7.1   Conditions  Precedent to Seller's  Obligations.   The
obligation of Seller to consummate the transactions provided for
in  this  Agreement  is,  at the option of  Seller,  subject  to
satisfaction  of  the  following conditions  at  or  before  the
Closing Date:

          (a)   The  representations  and  warranties  made   by
     Purchaser  in  this Agreement and in each of the  Purchaser
     Documents  delivered  pursuant  hereto  on  or  before  the
     Closing  Date  shall be true and correct  in  all  material
     respects  with  the same force and effect  as  though  such
     representations and warranties had been made at and  as  of
     the  Closing  Date except as set forth in  the  Purchaser's
     Disclosure  Letter.   All  of  the  covenants,  terms   and
     conditions of this Agreement and the Purchaser Documents to
     be   complied  with  or  performed  by  Purchaser  or   its
     Affiliates  at or before the Closing Date shall  have  been
     complied  with  and  performed in  all  material  respects.
     Purchaser  shall have delivered to Seller a certificate  to
     the  foregoing effect dated the Closing Date and signed  by
     the President or other authorized officer of Purchaser;

          (b)   All  material  consents and approvals,  if  any,
     which  are required from any Government Entity in order  to
     permit  Seller to consummate the transactions  contemplated
     by this Agreement shall have been duly given and the filing
     with  the Mexican Federal Competition Commission shall have
     been made;

          (c)  On the Closing Date, there shall be in effect  no
     injunction,  order or decree of any nature issued,  ordered
     or   granted  by  any  Governmental  Entity  of   competent
     jurisdiction  that restrains or prohibits in  any  material
     respect,  or would award substantial damages in  connection
     with,  the  consummation  of the transactions  contemplated
     hereby;

          (d)   Purchaser shall have executed and  delivered  to
     Seller the documents referred to in Section 3.3 herein;

          (e)  Purchaser shall have delivered to Seller:

               (i)  the Services Agreement executed by Purchaser
                    or its Affiliate in the form attached hereto
                    as Appendix II;
               (ii) the    "Contracto    de    Associacion    en
                    Participacion executed by Purchaser  or  its
                    Affiliate  in  the form attached  hereto  as
                    Appendix   III  for  each  of  the   Assumed
                    Contract with PEP;
               (iii)       the  Support  Agreement  executed  by
                    Purchaser  in  the form attached  hereto  as
                    Appendix V, including Schedule A thereto for
                    each of the Assumed Contracts with customers
                    of the Business other than PEP;
               (iv) the  Share  Purchase Agreement  executed  by
                    Purchaser  in  the form attached  hereto  as
                    Appendix VI; and

          (f)   Seller  and Purchaser shall have agreed  to  the
     allocation  of  the Purchase Price as contemplated  by  the
     first sentence of Section 6.8.

     7.2   Conditions Precedent to Purchaser's Obligations.  The
obligation of Purchaser to consummate the transactions  provided
for in this Agreement is, at the option of Purchaser, subject to
satisfaction  of  the  following conditions  at  or  before  the
Closing Date:

          (a)  The representations and warranties made by Seller
     or  CFC  in  this  Agreement and  in  each  of  the  Seller
     Documents  delivered  pursuant  hereto  on  or  before  the
     Closing  Date  shall be true and correct  in  all  material
     respects  with  the same force and effect  as  though  such
     representations and warranties had been made at and  as  of
     the Closing Date except as set forth in Seller's Disclosure
     Letter.  All of the covenants, terms and conditions of this
     Agreement to be complied with and performed by Seller,  CFC
     or  their  Affiliates at or before the Closing  Date  shall
     have  been  complied  with and performed  in  all  material
     respects.   Seller  shall  have delivered  to  Purchaser  a
     certificate to the foregoing effect dated the Closing  Date
     and signed by the President or other authorized officer  of
     CFC;

          (b)   From  the date of this Agreement to the  Closing
     Date,  there  shall  not have occurred any  change  in  the
     Purchased Assets that has had or is reasonably expected  to
     have  a  Material Adverse Effect (other than by any  change
     caused by an action of Purchaser or its Affiliates with the
     intent  that  such  action would cause a  Material  Adverse
     Effect on the Purchased Assets);

          (c)  Seller shall have delivered to Purchaser:

               (i)  the  Promissory Notes executed by Seller and
                    CFC   in   the  form  attached   hereto   as
                    Appendix I;
               (ii) the  Services Agreement executed by  CFC  in
                    the form attached hereto as Appendix II;
               (iii)       the  "Contracto  de  Associacion   en
                    Participacion executed by Seller in the form
                    attached hereto as Appendix III for each  of
                    the Assumed Contract with PEP;
               (iv) the  amendment to the Tuxpan Mortgage in the
                    form  attached  hereto  as  Appendix  IV  to
                    include   the   Promissory  Notes   in   the
                    obligations secured thereby;
               (v)  the Support Agreement executed by Seller  in
                    the form attached hereto as Appendix V;
               (vi) the Share Purchase Agreement executed by CFC
                    in the form attached hereto as Appendix VI;
               (vii)      a fully paid, royalty free license for
                    certain of the Intellectual Property of  the
                    Business in the form of Appendix VII;
               (viii)     the  form  of  side  letter  regarding
                    certain  employee payments in  the  form  of
                    Appendix VIII;
               (ix)   the  Third  Tuxpan Mortgage  in  the  form
                    attached hereto as Appendix IX;
               (x)  the  Powers of Attorney in the form attached
                    hereto as Appendix X;
               (xi) the  Third  Amendment to  the  Reimbursement
                    Agreement  in  the form attached  hereto  as
                    Appendix XI; and
               (xii)      the Notices of Assignment to Customers
                    (other   than   PEP)  owing   the   Accounts
                    Receivable  in the form attached  hereto  as
                    Appendix XII;
               (xiii)     the  Amendment to the EPC 36 Trust  in
                    the  form attached hereto as Appendix  XIII;
                    and
               (xiv)     the agreements terminating the existing
                    barge   charters  between  Seller  and   any
                    Affiliate of Purchaser; and

          (d)  On the Closing Date, there shall be in effect  no
     injunction,  order or decree of any nature issued,  ordered
     or   granted  by  any  Governmental  Entity  of   competent
     jurisdiction  that restrains or prohibits in  any  material
     respect  or  would award substantial damages in  connection
     with,  the  consummation  of the transactions  contemplated
     hereby;

          (e)   All  material  consents and approvals,  if  any,
     which  are  required from any Government  Entity  or  other
     Persons  in  order  to permit Purchaser to  consummate  the
     transactions contemplated by this Agreement shall have been
     duly   given  and  the  filing  with  the  Mexican  Federal
     Competition Commission shall have been made;

          (f)   Seller  shall  have executed  and  delivered  to
     Purchaser the documents referred to in Section 3.2 herein;

          (g)  Seller shall have delivered to Purchaser releases
     of  all  Liens  set  forth  on  Schedule  4.3  to  Seller's
     Disclosure  Letter except for Liens in favor of Global  and
     in favor of Heller Financial securing the Heller Debt; and

          (h)   Seller  and Purchaser shall have agreed  to  the
     allocation  of  the Purchase Price as contemplated  by  the
     first sentence of Section 6.8.


                          ARTICLE VIII
          SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     8.1   Survival of Representations.  The representations and
warranties  set  forth  in Sections 4.2, 4.3(a)  and  5.2  shall
survive  the  Closing  indefinitely subject  to  any  applicable
statutes   of   limitations.   All  other  representations   and
warranties of the parties contained in this Agreement, or in any
Seller  Document or Purchaser Document shall survive the Closing
and  shall  survive until midnight Houston time  on  the  second
anniversary  of the Closing Date, and shall then  expire.   Upon
the  expiration of any representation and warranty  pursuant  to
this Section 8.1, unless written notice of a claim based on such
representation  and warranty shall have been  delivered  to  the
party  from  whom  indemnification  is  sought  prior  to   such
expiration, no claim may be brought based on the breach of  such
representation and warranty.

     8.2  Indemnity.

          (a)   Subject to the provisions of this Article  VIII,
     Seller and CFC, jointly and severally, shall indemnify  and
     hold Purchaser and its Affiliates ("Purchaser Indemnitees")
     harmless from and against any Losses of any kind or  nature
     whatsoever, which may be incurred or suffered by any of the
     Purchaser  Indemnitees and which may arise out  of,  result
     from or be based upon:

               (i)    any  breach  of  or  inaccuracy   in   any
          representation  or  warranty of Seller  made  in  this
          Agreement or any Seller Documents;

               (ii) the ownership, management, operation or  use
          by Seller or its Affiliates of the Purchased Assets or
          the conduct of the Business on or prior to the Closing
          Date, other than the Assumed Liabilities;

               (iii)      any  debts, liabilities or obligations
          of,  or  claims, direct or indirect, fixed, contingent
          or  otherwise,  known or unknown, existing  as  of  or
          prior  to the Closing Date or arising out of facts  or
          circumstances  existing at or  prior  to  the  Closing
          Date,  in each case which are not Assumed Liabilities;
          and

               (iv) the failure of Seller or CFC to perform  the
          covenants  and  obligations  imposed  on  it  by  this
          Agreement or any of the Seller Documents.

     (b)   Subject  to  the  provisions  of  this  Article  VIII,
     Purchaser shall indemnify and hold Seller and its Affiliates
     ("Seller Indemnitees") harmless from and against, any Losses
     of  any kind or nature whatsoever, which may be incurred  or
     suffered  by  any of the Seller Indemnitees  and  which  may
     arise out of, result from or be based upon:

               (i)    any  breach  of  or  inaccuracy   in   any
          representation or warranty of Purchaser made  in  this
          Agreement or in any Purchaser Documents;

               (ii) the ownership, management, operation or  use
          by Purchaser or its Affiliates of the Purchased Assets
          or  the  conduct of the Business following the Closing
          Date;

               (iii)       the  failure  of  Purchaser  or   its
          Affiliates  to  pay,  perform or  discharge  when  due
          obligations arising after the Closing Date  under  the
          Assumed Contracts or the Assumed Liabilities; and

               (iv)  the  failure of Purchaser  to  perform  the
          covenants  and  obligations  imposed  on  it  by  this
          Agreement or any of the Purchaser Documents.

     8.3  Notice and Participation..

          (a)   If  a claim, demand or Action is asserted  by  a
     third Person against a Person indemnified pursuant to  this
     Article VIII ("Indemnitee"), and if such Indemnitee intends
     to  seek  indemnity with respect thereto under this Article
     VIII  (which  claim, demand or Action is herein  called  an
     "Third Party Claim"), the Indemnitee shall promptly, and in
     any  event  within 30 days of the assertion of  such  Third
     Party Claim, notify the Person from whom indemnification is
     sought  ("Indemnitor")  of such  Third  Party  Claim  which
     notice  shall  state  with  reasonable  particularity   the
     circumstances  giving  rise to  such  notice.   Failure  to
     notify   the  Indemnitor  timely  shall  not  relieve   the
     Indemnitor of any liability which the Indemnitor might have
     to  the  Indemnitee except to the extent (and only  to  the
     extent) such failure materially prejudices the Indemnitor's
     position.  In the event of the assertion of any Third Party
     Claim,  Indemnitor, at its option, may assume  (with  legal
     counsel  reasonably  acceptable to the Indemnitee)  at  its
     sole  cost and expense the defense of any Third Party Claim
     if  it  acknowledges  to  the Indemnitees  in  writing  its
     obligations to indemnify the Indemnitee with respect to all
     elements  of  such Third Party Claim, and  may  assert  any
     defense   of   Indemnitee  or  Indemnitor;  provided   that
     Indemnitee  shall  have the right at  its  own  expense  to
     participate jointly with Indemnitor in the defense  of  any
     such  Third  Party Claim; provided, however,  that  if  the
     Indemnitee, in its discretion, determines that there exists
     a  conflict  of  interest between the  Indemnitor  (or  any
     constituent  party  thereof) and  the  Indemnitee  or  that
     different defenses may be available, the Indemnitee (or any
     constituent party thereof) shall have the right  to  engage
     separate  counsel,  the reasonable costs  and  expenses  of
     which  shall  be paid by the Indemnitor, but  in  no  event
     shall  the Indemnitor be liable for the costs and  expenses
     of   more   than   one   such  separate  counsel.   Counsel
     representing  both the Indemnitor and the  Indemnitee  must
     acknowledge in writing its obligation to act as counsel for
     all  parties  being  represented and must  acknowledge  and
     respect separate attorney client privileges with respect to
     each  party represented.  If Indemnitor elects to undertake
     the  defense of any Third Party Claim hereunder, Indemnitee
     shall   cooperate  with  Indemnitor  in  the   defense   or
     settlement of the Third Party Claim.

          (b)   If  the Indemnitor, by the thirtieth  day  after
     receipt of notice of any Third Party Claim (or, if earlier,
     by  the  tenth day preceding the day on which an answer  or
     other  pleading must be served in order to prevent judgment
     by default in favor of the person asserting the Third Party
     Claim)  does  not  assume actively and in  good  faith  the
     defense  of any such Third Party Claim or Action  resulting
     therefrom, the Indemnitee may defend against such claim  or
     litigation,  after  giving  notice  of  the  same  to   the
     Indemnitor,  on  such  terms as  the  Indemnitee  may  deem
     appropriate,  and  the  Indemnitor  shall  be  entitled  to
     participate  in  (but  not control)  the  defense  of  such
     action,  with  its  counsel and at its  own  expense.   The
     Indemnitee  shall not settle or compromise any Third  Party
     Claim   for   which   it  is  entitled  to  indemnification
     hereunder,  without  the  prior  written  consent  of   the
     Indemnitor  (which  shall not be unreasonably  withheld  or
     delayed)  unless  suit shall have been  instituted  against
     Indemnitee and the Indemnitor shall not have taken  control
     of  such  suit.   The  Indemnitor shall  not,  without  the
     written  consent  of  the Indemnitee (which  shall  not  be
     unreasonably withheld or delayed), settle or compromise any
     Third  Party Claim or consent to the entry of any  judgment
     which does not include as an unconditional term thereof the
     giving  by  the claimant or the plaintiff to the Indemnitee
     of  an  unconditional release from all liability in respect
     of  such  Third Party Claim.  Notwithstanding  anything  in
     this  Article XIII to the contrary (i) Purchaser  shall  in
     all  cases  be  entitled to control of the defense  of  any
     action if it (x) may adversely effect the Purchaser or  its
     Affiliates other than as a result of money damages; or  (y)
     may have an adverse impact on the Business or the financial
     condition  of  Purchaser  or its Affiliates  (including  an
     effect on the Tax liabilities, earnings or ongoing business
     relationships of Purchaser or its Affiliates) even  if  the
     Indemnitor  pay all indemnification amounts  in  full,  and
     (ii)  the Indemnitor shall not, without the written consent
     of the Indemnitee (which shall not be unreasonably withheld
     or  delayed), settle or compromise any Third Party Claim or
     consent to the entry of any judgment which does not include
     as an unconditional term thereof the giving by the claimant
     or  the  plaintiff  to the Indemnitee of  an  unconditional
     release  from all liability in respect of such Third  Party
     Claim.

          (c)  If any Indemnitee believes there exists any claim
     (other  than Third Party Claims) with respect to which  any
     Indemnitor is obligated to provide indemnification pursuant
     to  Sections  8.2(a) or 8.2(b), or pursuant  to  any  other
     specific   indemnification  covenant  contained   in   this
     Agreement, the Indemnitee shall give the Indemnitor written
     notice  thereof  which notice shall state  with  reasonable
     particularity the circumstances giving rise to  such  Claim
     and  shall specify, if known, the amount of the Losses  for
     which indemnification is sought.

     8.4   Indemnification  Threshold.   Neither  the  Purchaser
Indemnitees on the one hand, nor the Seller Indemnitees  on  the
other   hand   shall  be  entitled  to  make   any   claim   for
indemnification   under   Section   8.2(a)(i)   or    8.2(b)(i),
respectively, (a) unless and until the aggregate of  all  Losses
suffered  by  them  and  for  which indemnification  under  such
provision is sought shall exceed US$100,000, but in such  event,
such  Person shall be entitled to indemnification for  the  full
amount   of   such  Losses  without  regard  to  the  US$100,000
threshold.

     8.5   Indemnification  of Negligence  of  Indemnitee.   The
indemnification  provided  in  this  Article   VIII   shall   be
applicable whether or not the Losses are contributed to  by  the
negligence or fault of the Indemnitee.

     8.6   Payment.  Any claim, other than a Third Party  Claim,
shall be conclusively established against the Indemnitor in  all
respects  30  days  after receipt by the  Indemnitor  of  notice
thereof  in  accordance with Section 8.3(c), unless within  such
period  the  Indemnitor sends the Indemnitee a notice  disputing
the  propriety  of  the  claim.  Such notice  of  dispute  shall
described  the  basis for such objection and the amount  of  the
claim as to which the Indemnifying Party does not believe should
be subject to indemnification.  If it is finally determined that
all or a portion of such claim amount is owed to the Indemnitee,
the   Indemnitor  shall,  within  5  Business   Days   of   such
determination,  pay  the Indemnitee such amount  owed  in  cash,
together  with  interest  from  the  date  that  the  Indemnitee
initially  requested  such  payment until  the  date  of  actual
payment, at an annual rate equal to the prime interest rate then
generally in effect on the date of payment as set forth  in  The
Wall Street Journal. All such payments shall be in US Dollars.


                           ARTICLE IX
                            [OMITTED]


                            ARTICLE X
                          MISCELLANEOUS

     10.1  Waivers and Amendments.  Any waiver of  any  term  or
condition of this Agreement, or any amendment or modification of
this  Agreement,  shall be effective only  if  set  forth  in  a
written  document executed by a duly authorized officer of  each
of  the  parties.  A waiver of any breach or failure to  enforce
any  of  the terms or conditions of this Agreement shall not  in
any  way affect, limit or waive a party's other rights hereunder
at  any time to enforce strict compliance thereafter with  every
term or condition of this Agreement.

     10.2 Notices.  Any notice, request, instruction, demand  or
other communication to be given hereunder by either party hereto
to  the  other shall be given in writing and shall be  delivered
either   by  hand,  by  telegram,  telex,  telecopy  or  similar
facsimile  means,  or by registered or certified  mail,  postage
prepaid, return receipt requested, as follows:

          (a)  If to Purchaser, addressed to:

               Global Industries Offshore, Inc.
               c/o Global Industries, Ltd.
               900 Haliburton Centre
               5151 San Felipe
               Houston, Texas 77056
               Attention:  William J. Dore'
               Telecopy No: 713/624-2299

          (b)  If to Seller or CFC, addressed to:

               CCC Fabricaciones Y Construcciones, S.A. De C.V.
               Blvd. M. De Cervantes Saavedra N? 157-7 Piso
               Col. Ampliacion Granada 11520,
               Mexico, D. F.
               Attention: Randall S. Nelson
               Telecopy No.:   5254-51-84

or  to  such other address or number as either party shall  have
previously designated by written notice given to the other party
in  the  manner hereinabove set forth.  Notices shall be  deemed
given  when  received, if sent by telegram, telex,  telecopy  or
similar  facsimile means, and when delivered and receipted  for,
if mailed or hand delivered.

     10.3 Headings.  The Article and Section headings herein are
for  convenience  only  and shall not  affect  the  construction
hereof.

     10.4 Entire Agreement.  This Agreement, Seller's Disclosure
Letter,  Purchaser's  Disclosure  Letter,  the  Appendices   and
Exhibits   hereto,  Seller  Documents  and  Purchaser  Documents
constitute  the entire agreement between the parties  pertaining
to  the subject matter hereof and supersede all other prior  and
contemporaneous  agreements and understandings,  both  oral  and
written, of the parties in connection therewith.  No covenant or
condition  not expressed in this Agreement shall  affect  or  be
effective to interpret, change or restrict this Agreement.

     10.5  Severability.   If any term, provision,  covenant  or
condition  of  this Agreement is held by any court of  competent
jurisdiction  to  be  invalid,  void  or  unenforceable  in  any
respect,  the  remainder  of such term, provision,  covenant  or
condition in every other respect and the remainder of the terms,
provisions,  covenants  or conditions of  this  Agreement  shall
continue  in  full  force and effect and  shall  in  no  way  be
affected, impaired or invalidated.

     10.6  Public Announcements.  Neither of the parties hereto,
except  as  required by any law, Governmental  Entity  or  stock
exchange  rule,  shall  release to the  public  any  information
concerning  this  Agreement  or  the  transactions  contemplated
hereby, without having first obtained the approval of the  other
parties hereto, which approval may not be unreasonably withheld.

     10.7 Governing Law and Jurisdiction.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
     IN  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS  WITHOUT
     REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.

          (b)  The Parties hereby irrevocably:

               (i)  submit to the non-exclusive jurisdiction  of
          the  state  courts of and the federal  courts  in  the
          State of Texas in respect of any legal proceedings  in
          connection  with  this Agreement, any  of  the  Seller
          Documents and any of the Purchaser Documents;

               (ii)  consents to the service of process  out  of
          any  such  courts  in  such legal proceedings  by  the
          mailing of a copy or notice thereof by prepaid mail to
          their  address  as  set  forth  in  Section  10.2  and
          confirms  that  the failure to receive  such  copy  of
          notice shall not prejudice due service;

               (iii)     waives any objection it may have to the
          laying  of venue of any such legal proceedings in  any
          of  the said courts, and waives any claim that it  may
          have that any such legal proceedings have been brought
          in an inconvenient forum; and

               (iv) agrees that nothing herein shall affect  the
          right  to  service  of  process in  any  other  manner
          permitted  by  law  or preclude  the  right  to  bring
          proceedings in any other court or courts of  competent
          jurisdiction.

          (c)   Seller and CFC agree (i) to maintain Gabriel  de
     la  Torre, whose address is at the principal address of the
     Seller,  as  a  duly  appointed  agent  in  Mexico  and  CT
     Corporation,  as  duly appointed registered  agent  in  the
     State  of  Texas for service of process out  of  state  and
     federal  courts  in the State of Texas  and  (ii)  to  keep
     Purchaser  informed  of  the names and  addresses  of  such
     agents.

     10.8  Successors  and  Assigns.  This  Agreement  shall  be
binding upon and inure to the benefit of the parties hereto  and
their   respective  successors  and  permitted  assigns.    This
Agreement  shall  not  be  assigned without  the  express  prior
written consent of the parties hereto except that the rights and
obligations  of Purchaser may be assigned and delegated  to  any
wholly-owned Affiliate of Purchaser without the consent  of  the
other parties hereto, provided, however, that no such assignment
or delegation shall relieve Purchaser of liability therefor.

     10.9   Counterparts.   This  Agreement  may   be   executed
simultaneously in two or more counterparts, each of which  shall
be   deemed  an  original,  but  all  of  which  together  shall
constitute one and the same instrument.

     10.10      Risk  of  Loss.  The risk of any  loss,  damage,
impairment,  confiscation  or  condemnation  of  the   Purchased
Assets,  or  any  part  thereof, shall be upon  the  Seller  (as
constituted  prior  to  the transactions  contemplated  by  this
Agreement) and its Affiliates at all times prior to the  Closing
Date.  In any such event, the proceeds of, or any claim for  any
loss  payable under any insurance policy, judgment or award with
respect  thereto  shall be payable to Seller.   In  such  event,
Seller  shall,  at  the election of the Purchaser,  either:  (i)
repair, replace or restore any such property as soon as possible
after  its  loss,  impairment, confiscation or condemnation;  or
(ii) if insurance proceeds are sufficient to repair, replace  or
restore  the  property, pay such proceeds to  Purchaser  on  the
Closing  Date; provided that in the event of damage  that  would
have  a Material Adverse Effect on the Business or the Purchased
Assets, Purchaser may terminate this Agreement.

     10.11      Transfer of Certain Assets.  Purchaser may cause
Seller  to transfer to one or more of Purchaser's Affiliates  on
the  Closing Date all or any portion of the Purchased Assets  to
be  sold,  conveyed,  transferred,  assigned  and  delivered  to
Purchaser hereunder.  Any such transfers shall be to Purchaser's
Affiliates   designated  by  Purchaser,   provided   that   such
designation  shall  not  relieve  Purchaser  from  any  of   its
obligations under this Agreement.
                    [Signature Page Follows]



      IN  WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.


PURCHASER:                    SELLER:

Global Industries Offshore, Inc.   CCC Fabricaciones y
Construcciones,
                              S.A. de C.V.





By:                                    By:
Name:  R. Clay Etheridge               Name:  Efrain Lopez de Rivera
Title: Vice President                  Title: Attorney in fact
       Internatinal Operations



CFC:

Grupo Consorcio de Fabricaciones y
Construcciones, S.A. de C.V.,


By:
Name:  Gabriel de la Torre
Title: Attorney in fact



Appendices:

Appendix I          -    Form of Promissory Notes
Appendix II         -    Form of Services Agreement
Appendix III        -    Form of A en P Agreement
Appendix IV         -    Form of Amendment to Mortgage on Tuxpan
Appendix V          -    Form of Support Agreement
Appendix VI         -    Form of Share Purchase Agreement
Appendix VII        -    Form of License Agreement
Appendix VIII       -    Form of Side letter regarding  payment
                         of Employee Termination Costs
Appendix IX         -    Form of Third Tuxpan Mortgage
Appendix X          -    Form of Powers of Attorney
Appendix XI         -    Form   of  Third   Amendment   to
                         Reimbursement Agreement
Appendix XII        -    Notices to Non-PEP customers
Appendix XIII       -    Form of Amendment to EPC 36 Trust

Exhibits:

Exhibit  2.4(i)     -    Accounts Payable of Business  included
                         in Assumed Liabilities
Exhibit   2.4(iv)   -    Bid  and  Performance   Bonds
                         indemnified by Purchaser
Exhibit 6.12(a)     -    Employees Who Purchaser may solicit for
                         Employment
Exhibit 6.12(c)     -    Employees to be terminated by Seller
Exhibit 6.13        -    Claims,   Rights,   Accounts
                         Receivables, and Work Earned but not Billed,
                         Collections   of  which  are   Credited   to
                         Obligations under the Promissory Notes

Schedules
[Seller's]
Schedule 1.1(a)     -    list of Real Property included  in  the
                         Purchased Assets
Schedule  1.1(c)    -    list of Personalty  included  in  the
                         Purchased Assets
Schedule 1.1(d)     -    list of Assumed Contracts
Schedule 1.1(h)     -    list  of Accounts Receivable,  prepaid
                         rentals, other prepaid expenses and  advance
                         payments,   bonds,  deposits,  refunds   and
                         financial assurance requirements, and  other
                         current assets relating to the Business
Schedule  4.2       -    list  of  excepts  to  no  conflicts
                         representation
Schedule 4.3        -    list of Liens on Purchased Assets
Schedule 4.3(c)     -    list   of  the  Accounts  Receivable,
                         together with an accurate aging of the same
Schedule 4.4        -    list   of   exceptions    to
                         representation   about  Assumed   Contracts,
                         including defaults and consents necessary to
                         assignment
Schedule 4.5        -    list of all Permits
Schedule  4.6       -    list of existing conditions  on  real
                         property that could cause remediation
Schedule 6.2(f)     -    list  of bank accounts that  have  any
                         Marine  Business  receipts pending  or  that
                         have  been  used for any Accounts Receivable
                         or  to  which any Marine Business   customer
                         has been directed to make payment

[Purchaser's]
Schedule  5.2       -    list of exceptions to  no  conflicts
                         representation


                                                     EXHIBIT 15.1









August 12, 1999

Global Industries, Ltd.
107 Global Circle
Lafayette, Louisiana 70503

We  have  made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited  interim  financial information of  Global  Industries,
Ltd.  and  subsidiaries for the periods ended June 30,  1999  and
1998, as indicated in our report dated August 3, 1999; because we
did  not  perform  an  audit, we expressed  no  opinion  on  that
information.

We are aware that our report referred to above, which is included
in  your Quarterly Report on Form 10-Q for the quarter ended June
30,  1999, is incorporated by reference in Registration Statement
Nos. 33-58048, 33-89778, and 333-69949 on Form S-8.

We  also  are  aware that the aforementioned report, pursuant  to
Rule 436(c) under the Securities Act of 1933, is not considered a
part  of the Registration Statement prepared or certified  by  an
accountant  or  a report prepared or certified by  an  accountant
within the meaning of Sections 7 and 11 of that Act.



DELOITTE & TOUCHE LLP

New Orleans, Louisiana