AMENDMENT NO. 2


This Amendment No. 2 dated as of September 18, 2000
("Agreement") is among Global Industries, Ltd., a
Louisiana corporation ("Company"), and Global
Offshore Mexico, S. de. R.L. de C.V. ("Mexican Borrower"; which,
with the Company, are referred to as the "Borrowers"); the
Lenders (as defined below) executing this Agreement; and Bank
One, NA, as administrative agent for the Lenders("Administrative
Agent").



                     INTRODUCTION


        A.    The Borrowers, the Lenders, and the Administrative
Agent are parties to the Credit Agreement dated as of
December 30, 1999, as amended by Amendment No. 1 dated
as of January 26, 2000 (as so amended, the "Credit
Agreement").

        B.    The Borrowers, the Lenders, and the Administrative
Agent desire to amend the Credit Agreement in certain respects as
set forth herein.

        THEREFORE, the Borrowers, the Lenders, and the
Administrative Agent hereby agree as follows:

        Section 1.      Definitions; References.  Unless otherwise defined
in this Agreement, terms used in this Agreement which are defined
in the Credit Agreement shall have the meanings assigned to such
terms in the Credit Agreement.

        Section 2.      Amendments. The Credit Agreement is amended as
follows:

        (a)    In Section 1.01, the definition of "Applicable Margin"
is amended in its entirety to read as follows:


               "Applicable Margin" means, at any time with respect to
     each Type and Class of Advance, each category of Letter of Credit,
     and the Revolving Commitment fee, the percentage rate per annum as
     set forth below for the Level in effect at such time:


                      Revolving Advances, Term Advances,
                Revolving Commitments, and Letters of Credit



                 LEVEL I   LEVEL II   LEVEL III   LEVEL IV   LEVEL V   LEVEL VI
                 -------   --------   ---------   --------   -------   --------
  Eurodollar
 Advances and     3.00%      2.75%      2.50%       2.25%     2.00%      1.75%
  Letters of
Credit that are
  Financial
 Letters of
  Credit or
 commercial
  Letters of
   Credit


Base Rate         1.75%      1.50%      1.25%       1.00%     0.75%      0.50%
Advances

  Revolving       0.625%     0.625%     0.50%       0.50%     0.50%      0.375%
Commitment Fee

 Letters of       2.25%      2.00%      1.75%       1.50%     1.25%      1.00%
Credit that are
 Performance
 Letters of
   Credit



        (b)     In Section 1.01, the table in the definition of "Level" is
amended to read as follows:


                 Level                   Leverage Ratio
              -----------              ------------------
               Level I                      > 4.00
               Level II                > 3.50 and < 4.00
                                                  -
               Level III               > 3.00 and < 3.50
                                                  -
               Level IV                > 2.50 and < 3.00
                                                  -
               Level V                 > 2.00 and < 2.50
                                                  -
               Level VI                     < 2.00
                                            -

        (c)     In Section 6.10, the covenant levels are amended in
their entirety to read as follows:

                 Period                           Ratio
              -----------                     --------------

Closing Date through June 30,2000              4.50 to 1.00
July 1, 2000 through September 30, 2000        5.50 to 1.00
October 1, 2000 through December 31, 2000      5.00 to 1.00
January 1, 2001 through March 31, 2001         4.50 to 1.00
April 1, 2001 through June 30, 2001            3.25 to 1.00
July 1, 2001 and thereafter                    2.75 to 1.00


        (d)     In Section 6.12, the covenant levels are amended in
their entirety to read as follows:

                 Period                           Ratio
              -----------                     --------------
Closing Date through June 30, 2000             1.15 to 1.00
July 1, 2000 through September 30, 2000        0.75 to 1.00
October 1, 2000 through December 31, 2000      0.80 to 1.00
January 1, 2001 through March 31, 2001         0.85 to 1.00
April 1, 2001 through June 30, 2001            1.10 to 1.00
July 1, 2001 and thereafter                    1.25 to 1.00


        (e)     Exhibit B (Compliance Certificate) to the Credit
Agreement is amended to reflect the new covenant levels in
Sections 6.10 and 6.12.

        Section 3.      Representations and Warranties.  The Borrowers
represent and warrant to the Administrative Agent and the Lenders
that:

        (a)     the representations and warranties set forth in the
Credit Agreement true and correct in all material respects as of the
date of this Agreement, except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which
case such representation or warranty was true and correct in all
material respects as of such earlier date;

        (b)     (i) the execution, delivery, and performance of this
Agreement have been duly authorized by appropriate proceedings,
and (ii) this Agreement constitutes a legal, valid, and binding
obligation of the Borrowers, enforceable in accordance with its
terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting
the rights of creditors generally and general principles of
equity; and

        (c)     as of the effectiveness of this Agreement, no Default
or Event of Default has occurred and is continuing.

        Section 4.      Effectiveness.  This Agreement shall become
effective and the Credit Agreement shall be amended as provided
in this Agreement upon the occurrence of the following conditions
precedent:

        (a)     the Borrowers, the Guarantors, the Administrative
Agent, and the Required Lenders shall have delivered duly and validly
executed originals of this Agreement to the Administrative Agent; and

        (b)     the representations and warranties in this Agreement
shall be true and correct in all material respects.

         Section 5.      Effect on Loan Documents.

        (a)     Except as amended herein, the Credit Agreement and the
Credit Documents remain in full force and effect as originally executed
and amended heretofore. Nothing herein shall act as a waiver of any
of the Administrative Agent's or Lenders' rights under the Credit
Documents, as amended, including the waiver of any Event of
Default or Default, however denominated.

        (b)     This Agreement is a Credit Document for the purposes
of the provisions of the other Credit Documents. Without limiting the
foregoing, any breach of representations, warranties, and covenants
under this Agreement may be an Event of Default or Default under other
Credit Documents.

        Section 6.      Choice of Law.  This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of New York.

        Section 7.      Counterparts.  This Agreement may be signed in any
number of counterparts, each of which shall be an original.




EXECUTED as of the date first above written.

                                      GLOBAL INDUSTRIES, LTD.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      GLOBAL OFFSHORE MEXICO, S. DE.R.L.
                                        DE C.V.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      BANK ONE, NA, individually and as
                                        Administrative Agent

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      BANK ONE, LOUISIANA, NATIONAL
                                        ASSOCIATION, as Issuing Bank

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      CREDIT LYONNAIS NEW YORK BRANCH

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      WELLS FARGO BANK (TEXAS), N.A.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      WHITNEY NATIONAL BANK

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            --------------------------


                                      CREDIT SUISSE FIRST BOSTON

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      HIBERNIA NATIONAL BANK

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      NATEXIS BANQUE BFCE

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      THE FUJI BANK, LIMITED

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      MASSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      TRANSAMERICA EQUIPMENT FINANCIAL
                                        SERVICES CORPORATION.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                 ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS

     Each of the undersigned Guarantors (I) acknowledges its
receipt of a copy of and hereby consents to all of the terms and
conditions of the foregoing Amendment No. 2 and (ii) reaffirms
its obligations under the Guaranties dated as of December 30,
1999 or December 31, 1999, as applicable, in favor of Bank One,
NA, as Administrative Agent.


                                      GIL HOLDINGS, L.L.C.
                                      GLOBAL INDUSTRIES OFFSHORE, L.L.C.
                                      GLOBAL PIPELINES PLUS, L.L.C.
                                      GLOBAL MOVIBLE OFFSHORE PIPELINES, L.L.C.
                                      NORMAN OFFSHORE PIPELINES, INC.
                                      GLOBAL DIVERS AND CONTRACTORS, L.L.C.
                                      SUBTEC MIDDLE EAST LTD.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      GLOBAL INDUSTRIES MEXICO HOLDINGS,
                                        S.DE R.L. DE C.V.
                                      GLOBAL VESSELS MEXICO, S. DE R.L.
                                        DE C.V.
                                      GLOBAL INDUSTRIES OFFSHORE
                                        SERVICES, S.DE R.L. DE C.V.
                                      GLOBAL INDUSTRIES SERVICES, S.DE
                                        R.L. DE C.V.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


                                      GLOBAL INTERNATIONAL VESSELS, LTD.

                                      By:
                                         ------------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------