FOURTH AMENDMENT TO RESTATED CREDIT AGREEMENT

     THIS   FOURTH   AMENDMENT  TO  RESTATED   CREDIT   AGREEMENT
(hereinafter  referred to as the Agreement)  dated  as  of  the
16th  day  of September, 1998 by and among GLOBAL  INDUSTRIES,
LTD.,  a Louisiana corporation (the Borrower), GLOBAL PIPELINES
PLUS,  INC., a Louisiana corporation (Plus), GLOBAL DIVERS  AND
CONTRACTORS,  INC.,  a Louisiana corporation  (Divers),  GLOBAL
MOVIBLE  OFFSHORE,  INC.,  a Louisiana  corporation  (Movible),
PIPELINES,  INCORPORATED, a Louisiana corporation  (Pipelines),
GLOBAL   INDUSTRIES   OFFSHORE,  INC.,  a  Delaware   corporation
(Industries Offshore) and GLOBAL INTERNATIONAL VESSELS, LTD., a
Cayman   Islands  corporation  (International  Vessels)  (Plus,
Divers, Movible, Pipelines, Industries Offshore and International
Vessels  are  collectively  called the Guarantors),  BANK  ONE,
LOUISIANA,  NATIONAL ASSOCIATION, a national banking  association
(Bank  One), ABN AMRO BANK N.V., HOUSTON AGENCY (ABN), CREDIT
LYONNAIS NEW YORK BRANCH (CL), THE FUJI BANK, LIMITED,  HOUSTON
AGENCY  (Fuji),  HIBERNIA NATIONAL BANK  (Hibernia),  PARIBAS
(Paribas),  WHITNEY NATIONAL BANK (Whitney) and  WELLS  FARGO
BANK  NATIONAL  ASSOCIATION (Wells Fargo) (Bank One,  ABN,  CL,
Fuji,  Hibernia, Paribas, Whitney and Wells Fargo are hereinafter
referred to collectively as Banks, and individually as  Bank)
and Bank One, as Agent (in such capacity, the Agent).

     WHEREAS,  Borrower, the Guarantors and the Bank One  entered
into  a Restated Credit Agreement dated as of April 17, 1997 (the
Credit  Agreement) under the terms of which Bank One agreed  to
provide Borrower with a revolving loan facility in amounts of  up
to $85,000,000.00; and

     WHEREAS,  Bank  One subsequently assigned  interest  in  the
Credit  Agreement and the revolving commitment described  therein
to  ABN AMRO Bank N.V., Houston Agency, Credit Lyonnais, New York
Branch,  The  Fuji  Bank, Limited, Houston  Agency  and  Hibernia
National Bank (with Bank One, the AOriginal Bank Group@); and

     WHEREAS,  Borrower,  the Guarantors and  the  Original  Bank
Group entered into a First Amendment to Restated Credit Agreement
dated as of June 23, 1997 (the First Amendment); and

     WHEREAS,  Borrower,  the Guarantors and  the  Original  Bank
Group   entered  into  a  Second  Amendment  to  Restated  Credit
Agreement dated as of November 18, 1997 (the Second Amendment);
and

     WHEREAS,  as of April 8, 1998, Paribas and Whitney  acquired
interests  in  the Credit Agreement and the Revolving  Commitment
described  therein  (Paribas  and  Whitney,  together  with   the
Original  Bank  Group are hereinafter called  the  Existing  Bank
Group); and

     WHEREAS,  Borrower, the Guarantors, and  the  Existing  Bank
Group   entered  into  a  Third   Amendment  to  Restated  Credit
Agreement dated as of April 9, 1998; and

     WHEREAS, as of the date hereof, Wells Fargo is acquiring  an
interest  in  the Credit Agreement and the Revolving  Commitment;
and

     WHEREAS,  the  Agent,  the  Banks,  the  Borrower  and   the
Guarantors  have agreed to further amend the Credit Agreement  to
increase the amount of the Revolving Commitment and made  certain
additional changes thereto.

     NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained the parties agree to amend the Credit
Agreement in the following respects:

     1.   Section 1 of the Credit Agreement is hereby amended in the
following respects:

          (1)  By deleting the definition of Revolving Commitment and
     inserting the following new definition in lieu thereof:

               Revolving Commitment shall  mean  (A)
          for   all  Banks,  (i)$250,000,000  from  the
          Fourth  Amendment Effective Date through  the
          dates  of consummation of a private placement
          of  debt  by Borrower in an amount of  up  to
          $150,000,000,  which private placement  shall
          have    been    approved   by   all    Banks;
          (ii)   $200,000,000   from   the   date    of
          consummation   of   such  private   placement
          through  June  30,  2000; (iii)  $150,000,000
          from July 1, 2000 through June 30, 2001;  and
          $100,000,000   from  July  1,  2001   through
          June  30,  2002; and (B) as to any Bank,  its
          obligation to make Advances hereunder on  the
          Revolving Loan and purchase its Pro Rata Part
          of participations in Letters of Credit issued
          hereunder   by  the  Agent  in  amounts   not
          exceeding  an  amount equal to its  Revolving
          Commitment  Percentage  times  the  Revolving
          Commitment  in  existence  at  the  time   of
          determination.

          (2)  By deleting the definition of Revolving Commitment
     Percentage and inserting the following new definition in lieu
     thereof:

               Revolving Commitment Percentage shall
          mean for each Bank the percentage derived  by
          dividing its Revolving Commitment at the time
          of determination by the Revolving Commitments
          of  all  Banks  at the time of determination.
          At   the   Effective  Date,   the   Revolving
          Commitment  Percentage of  each  Bank  is  as
          follows:

                    Bank One            17%
                    ABN                 16%
                    Hibernia            16%
                    CL                  15%
                    Fuji                12%
                    Whitney             12%
                    Paribas              6%
                    Wells Fargo          6%

     2.   Section 3 of the Credit Agreement is hereby amended in the
following respects:

          (1)  Subsection 3(a) is hereby amended by deleting the reference
     therein  to  $200,000,000 and asserting  in  lieu  thereof
     $250,000,000.

          (2)  Subsection 3(b) is hereby amended by deleting the first
     sentence thereof in its entirety and substituting the following
     sentence in lieu thereof:

               From  and after the date of the  Fourth
          Amendment to Restated Credit Agreement, there
          shall  be outstanding eight notes:   (i)  one
          Revolving  Note in the aggregate face  amount
          of  $42,500,000 payable to the order of  Bank
          One, (ii) one Revolving Note in the aggregate
          face  amount of $40,000,000 payable  to  ABN,
          (iii)  one  Revolving Note in  the  aggregate
          face  amount  of $37,500,000 payable  to  the
          order  of CL, (iv) one Revolving Note in  the
          aggregate face amount of $30,000,000  payable
          to  the  order of Fuji, and (v) one Revolving
          Note   in   the  aggregate  face  amount   of
          $40,000,000 payable to the order of Hibernia,
          (vi) one Revolving Note in the aggregate face
          amount of $15,000,000 payable to the order of
          Paribas,  (vii)  one Revolving  Note  in  the
          aggregate face amount of $30,000,000  payable
          to  the  order  of  Whitney  and  (viii)  one
          Revolving  Note  in the aggregate  amount  of
          $15,000,000  payable to the  order  of  Wells
          Fargo.

     3.   Section 12(d) of the Credit Agreement is hereby amended by
deleting the reference therein to 50% and substituting 55% in
lieu thereof.

     4.   Exhibit C to the Credit Agreement is hereby deleted and
replaced by the new Exhibit C in the form attached hereto.

     5.   This Fourth Amendment shall be effective as of the date
first above written, but only upon satisfaction of the conditions
precedent  set forth in paragraph 7 hereof (the Fourth Amendment
Effective Date).

     6.   The obligation of the Banks hereunder shall be subject to
the following conditions precedent:

          (1)  Borrowers Execution and Delivery.  Borrower shall have
     executed and delivered to the Agent for the benefit of the Banks,
     this Agreement, the new Notes and other required documents, all
     in form and substance satisfactory to Agent;

          (2)  Guarantors Execution and Delivery.  The Guarantors shall
     have executed and delivered to the Agent for the benefit of the
     Banks, new Guaranties in the form of Exhibit C hereto and other
     required documents, all in form and substance satisfactory to
     Agent;

          (3)  Legal Opinion.  The Agent shall have received from
     Borrowers  and Guarantors legal counsel a favorable  legal
     opinion in form and substance reasonably satisfactory to Agent
     and its counsel;

          (4)  Corporate Resolutions.  The Agent shall have received
     appropriate certified corporate resolutions of Borrower and each
     Guarantor;

          (5)  Good Standing.  The Agent shall have received evidence of
     existence and good standing for Borrower and each Guarantor;

          (6)  Amendments to Articles of Incorporation and Bylaws.  The
     Agent  shall have received copies of all amendments  to  the
     Articles of Incorporation of Borrower and each Guarantor made
     since the Effective Date of the Credit Agreement, certified by
     the  Secretary  of  State of the State  or  Country  of  its
     incorporation, and a copy of any amendments to the Bylaws of
     Borrower and each Guarantor, made since the Effective Date of the
     Credit Agreement, certified by Borrower and each Guarantor as
     being true, correct and complete;

          (7)  Payment of Fees.  The Agent shall have received payment in
     full of all fees due on the date of execution of this Agreement;

          (8)  Representation and Warranties.  The representations and
     warranties of Borrower and each Consolidated Subsidiary under
     this Agreement are true and correct in all material respects as
     of such date, as if then made (except to the extent that such
     representations and warranties related solely to an earlier date
     or the Majority Banks shall have consented to the contrary);

          (9)  No Event of Default.  No Event of Default shall have
     occurred and be continuing nor shall any event have occurred or
     failed to occur which, with the passage of time or service of
     notice, or both, would constitute an Event of Default;

          (10) Other Documents.  Agent shall have received such other
     instruments and documents incidental and appropriate to  the
     transaction  provided for herein as Bank or its counsel  may
     reasonably request, and all such documents shall be in form and
     substance reasonably satisfactory to the Agent; and

          (11) Legal Matters Satisfactory.  All legal matters incident to
     the consummation of the transactions contemplated hereby shall be
     reasonably satisfactory to special counsel for Agent retained at
     the expense of Borrower.

     7.    Except  to  the extent its provisions are specifically
amended,   modified   or  superseded  by  this   Agreement,   the
representations,   warranties  and   affirmative   and   negative
covenants  of the Borrower contained in the Credit Agreement  are
incorporated  herein by reference for all purposes as  if  copied
herein in full.  The Borrower hereby restates and reaffirms  each
and every term and provision of the Credit Agreement, as amended,
including,  without  limitation, all representations,  warranties
and affirmative and negative covenants.  Except to the extent its
provisions  are specifically amended, modified or  superseded  by
this  Agreement, the Credit Agreement, as amended, and all  terms
and provisions thereof shall remain in full force and effect, and
the  same  in  all  respects are confirmed and  approved  by  the
Borrower and the Banks.

     8.   Unless otherwise defined herein, all defined terms used
herein shall have the same meaning ascribed to such terms in  the
Credit Agreement.

     9.   This Agreement may be executed in any number of identical
separate  counterparts,  each of which for  all  purposes  to  be
deemed   an   original,  but  all  of  which  shall   constitute,
collectively, one Agreement.

     10.  The Guarantors are executing this Agreement only to indicate
their consent to the execution hereof by the Borrower.

     11.  WRITTEN CREDIT AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED
BY THE FIRST AMENDMENT, THE SECOND AMENDMENT, THE THIRD AMENDMENT
AND THIS FOURTH AMENDMENT, REPRESENTS THE FINAL AGREEMENT BETWEEN
AND AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE  OF
PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT  ORAL  AGREEMENTS  OF  THE
PARTIES.   THERE  ARE  NO UNWRITTEN ORAL AGREEMENTS  BETWEEN  AND
AMONG THE PARTIES.

     IN  WITNESS  WHEREOF, the parties have  caused  this  Fourth
Amendment to Restated Credit Agreement to be duly executed as  of
the date first above written.

                              BORROWER:

                              GLOBAL INDUSTRIES, LTD.
                              a Louisiana corporation


                              By:
                              Name:  Michael J. McCann
                              Title: Vice President

                              GUARANTORS:

                              GLOBAL PIPELINES PLUS, INC.;
                              GLOBAL   DIVERS  AND   CONTRACTORS,INC.;
                              GLOBAL MOVIBLE OFFSHORE, INC.;
                              PIPELINES, INCORPORATED;
                              GLOBAL  INDUSTRIES OFFSHORE,  INC.; AND
                              GLOBAL INTERNATIONAL VESSELS, LTD.



                              By:
                              Name:  Michael J. McCann
                              Title: Vice President
                              BANKS:

                              BANK ONE, LOUISIANA, NATIONAL
                              ASSOCIATION,  a  national   banking association



                              By:
                                   Rose M. Miller, Vice President

                              ABN AMRO BANK N.V., HOUSTON AGENCY



                              By:
                                   H. Gene Shiels, Vice President



                              By:
                              Name:
                              Title:

                              CREDIT LYONNAIS NEW YORK BRANCH



                              By:
                              Name: Phillippe Soustra
                              Title: Senior Vice President

                              THE  FUJI  BANK,  LIMITED,  HOUSTON AGENCY



                              By:
                              Name: Raymond Ventura
                              Title: Vice President & Manager

                              HIBERNIA NATIONAL BANK



                              By:
                                   Bruce Ross, Vice President

                              PARIBAS



                              By:
                              Name: Marian Livingston
                              Title: Vice President



                              By:
                              Name: Michael H. Fiuzat
                              Title: Vice President

                              WHITNEY NATIONAL BANK



                              By:
                              Name: Harry C. Stahel
                              Title: Senior Vice President

                              WELLS FARGO BANK NATIONAL
                              ASSOCIATION



                              By:
                              Name: Joseph P. Maxwell
                              Title:Assistant Vice President
                              AGENT:

                              BANK ONE, LOUISIANA, NATIONAL
                              ASSOCIATION,  a  national banking association



                              By:
                                   Rose M. Miller, Vice President


                          EXHIBIT C

                      CONTINUING GUARANTY

     CONTINUING GUARANTY (this Agreement) made and entered into
as  of  September 16, 1998 by Global Pipelines  Plus,  Inc.,
Global  Divers  and  Contractors, Inc., Global Movible  Offshore,
Inc.,  Pipelines, Incorporated, Global Industries Offshore,  Inc.
and  Global International Vessels, Ltd. (hereinafter, whether one
or   more,   individually  and  collectively   referred   to   as
Guarantor),   in   favor  of  Bank  One,  Louisiana,   National
Association of Lafayette, Louisiana, as Agent for itself and each
of the financial institutions which are or have become a party to
that  certain  Restated Credit Agreement dated as  of  April  17,
1997, as amended, by and among Borrower (as hereinafter defined),
the  Agent  and  the  financial institutions party  thereto  (the
Credit  Agreement)  (hereinafter  referred  to  as  Lenders),
guarantying  the Indebtedness (as defined) of GLOBAL  INDUSTRIES,
LTD.,  a  Louisiana  corporation  (hereinafter  referred  to   as
Borrower).

                          WITNESSETH:

     FOR  VALUE RECEIVED, and in consideration of and for  credit
and  financial  accommodations  extended,  to  be  extended,   or
continued to or for the account of the above named Borrower,  the
undersigned  Guarantor,  whether one  or  more,  hereby  jointly,
severally and solidarity, agrees as follows:

     Section 1.     Continuing Guaranty of Borrower's Indebtedness.
Guarantor hereby absolutely and unconditionally agrees to, and by
these  presents  does hereby, guarantee the prompt  and  punctual
payment,  performance  and satisfaction of  any  and  all  loans,
extensions  of credit and/or other obligations that Borrower  may
now  and/or in the future owe to and/or incur in favor of Lenders
under or pursuant to that certain Restated Credit Agreement dated
as  of  April  17,  1997,  as amended,  by  and  among  Borrower,
Guarantors  and  Lenders, and as the same may be  amended  and/or
restated   from  time  to  time  and  in  effect   (the    Credit
Agreement), including the indebtedness of Borrower evidenced  by
certain  Promissory Notes of even date herewith  in  the  maximum
aggregate  principal amount of $250,000,000.00, made by  Borrower
pursuant to the Credit Agreement, as said Promissory Notes may be
renewed  from  time  to  time and in  effect,  and  whether  such
indebtedness  and/or  obligations  are  absolute  or  contingent,
liquidated  or  unliquidated, due or to become  due,  secured  or
unsecured, and whether now existing or hereafter arising, of  any
nature  or  kind  whatsoever, up to a  maximum  principal  amount
outstanding  at any one or more times not to exceed  TWO  HUNDRED
FIFTY MILLION AND NO/100 DOLLARS (U.S. $250,000.000.00), together
with  interest, costs and attorneys' fees thereon  (with  all  of
Borrower's  indebtedness  and/or  obligations  being  hereinafter
individually and collectively referred to under this Agreement as
Borrower's Indebtedness or the Indebtedness).

     Notwithstanding any other provision herein to the  contrary,
the  maximum principal amount of Borrower's Indebtedness in favor
of  Lenders  guaranteed  by Guarantor  under  this  Agreement  is
limited  to  TWO HUNDRED FIFTY MILLION AND NO/100  DOLLARS  (U.S.
$250,000,000.00)  (interest, costs,  and  attorney's  fees  under
Borrower's Indebtedness are additionally guaranteed hereunder.)

     Section 2.     Limitation on Liability.  The liability of any
Guarantor  hereunder  with respect to the Indebtedness  shall  be
limited  to the maximum amount of liability that can be  incurred
without rendering this Continuing Guaranty, as it relates to  any
Guarantor,  voidable under applicable law relating to  fraudulent
conveyance  or  fraudulent transfer,  and  not  for  any  greater
amount.

     Section  3.      Joint,  Several and  Solidarity  Liability.
Guarantor further agrees that its obligations and liabilities for
the prompt and punctual payment, performance and satisfaction  of
all  of Borrower's Indebtedness shall be on a joint and several
and  solidary basis along with Borrower to the same degree  and
extent  as  if  Guarantor had been and/or will be a  co-borrower,
co-principal  obligor  and/or  co-maker  of  all  of   Borrower's
Indebtedness.  In the event that there is more than one guarantor
under  this  Agreement,  or in the event  that  there  are  other
guarantors,  endorsers  or sureties of  all  or  any  portion  of
Borrower's  Indebtedness, Guarantor's obligations and liabilities
hereunder shall be on a joint and several and solidary  basis
along  with such other guarantor or guarantors, endorsers  and/or
sureties.

     Section  4.      Duration; Cancellation of Agreement.   This
Agreement  and Guarantor's obligations and liabilities  hereunder
shall remain in full force and effect until such time as each and
every  Indebtedness of Borrower shall be paid,  performed  and/or
satisfied  in full, in principal, interest, costs and  attorneys'
fees,  or  until such time as this Agreement may be cancelled  or
otherwise  terminated  by Lenders under  a  written  cancellation
instrument  in  favor  of  Guarantor (subject  to  the  automatic
reinstatement provision hereinbelow).  Unless otherwise indicated
under  such a written cancellation instrument, Lenders' agreement
to terminate or otherwise cancel this Agreement shall only effect
and   shall   be  expressly  limited  to  Guarantor's  continuing
obligations and liabilities to guarantee the prompt and  punctual
payment,  performance and satisfaction of Borrower's Indebtedness
incurred,  originated and/or extended or committed to by  Lenders
after  the  date of such a written cancellation instrument;  with
Guarantor  remaining  fully  obligated  and  liable  under   this
Agreement  for  the prompt and punctual payment, performance  and
satisfaction  of  any  and  all  of Borrower's  then  outstanding
Indebtedness  together  with continuing  assessment  of  interest
thereon) that was incurred, originated, extended or committed  to
prior  to  the  date  of such a written cancellation  instrument.
Nothing  under  this  Agreement or under any other  agreement  or
understanding by and between Guarantor and Lenders, shall in  any
way  obligate, or be construed to obligate, Lenders to  agree  to
the   subsequent  termination  or  cancellation  of   Guarantor's
obligations and liabilities hereunder, it being fully  understood
and  agreed  by Guarantor that Lenders may, within its  sole  and
uncontrolled discretion and judgment, refuse to release Guarantor
from  any of its obligations and liabilities under this Agreement
for   any   reason  whatsoever  as  long  as  any  of  Borrower's
Indebtedness remains unpaid and outstanding.

     Section 5.     Default of Borrower.  Should Borrower default
under any of its Indebtedness in favor of Lenders as provided  in
the  Credit  Agreement, Guarantor unconditionally and  absolutely
agrees  to  pay the full then unpaid amount of all of  Borrower's
Indebtedness  guaranteed hereunder, in principal interest,  costs
and  reasonable attorneys' fees.  Such payment or payments  shall
be  made  immediately  following demand  by  Lenders  at  Agent's
offices at 200 West Congress Street, Lafayette, Louisiana  70501.
Guarantor  hereby waives notice of acceptance of  this  Agreement
and  of  any  Indebtedness  to which it  applies  or  may  apply.
Guarantor  further waives presentation and demand for payment  of
Borrower's  Indebtedness, notice of dishonor and  of  nonpayment,
notice  of  intention  to  accelerate,  notice  of  acceleration,
protest and notice of protest, collection or institution  of  any
suit  or other action by Lenders in collection thereof, including
any  notice of default in payment thereof or other notice to,  or
demand  for payment thereof on any party.  Guarantor additionally
waives any and all rights and pleas of division and discussion as
provided  under Louisiana State law, as well as,  to  the  degree
applicable, any similar rights as may be provided under the  laws
of any other state.

     Section 6.     Guarantor's Subordination of Rights to Lenders.
In  the  event that Guarantor should for any reason (i) make  any
payment  for  and on behalf of Borrower under any  of  Borrower's
Indebtedness, and/or (ii) make any payments to Lenders  in  total
or   partial   satisfaction   of  Guarantor's   obligations   and
liabilities hereunder, Guarantor hereby agrees that any  and  all
rights  that Guarantor may have or acquire to collect  or  to  be
reimbursed by Borrower (or by any guarantor, endorser  or  surety
of   Borrower's  Indebtedness),  whether  Guarantor's  rights  of
collection  or reimbursement arise by way of subrogation  to  the
rights  of  Lenders  or  otherwise,  shall  in  all  respects  be
subordinate,  inferior and junior to Lenders' rights  to  collect
and  enforce payment, performance and satisfaction of  Borrower's
then remaining Indebtedness, until such time as all of Borrower's
Indebtedness  is fully paid and satisfied.  Upon  the  occurrence
and  continuance of an Event of Default (as defined in the Credit
Agreement)  any  and  all amounts owed by Borrower  to  Guarantor
shall  in  all  respects be subordinate, inferior and  junior  to
Lenders'  rights to collect and enforce payment, performance  and
satisfaction  of  Borrower's then remaining  Indebtedness,  until
such  time  as all of Borrower's Indebtedness is fully  paid  and
satisfied.   Guarantor further agrees to refrain from  attempting
to  collect  and/or enforce any of Guarantor's  aforesaid  rights
against  Borrower (or any other guarantor, surety or endorser  of
Borrower's  Indebtedness),  arising  by  way  of  subrogation  or
otherwise,  until such time as all of Borrower's  then  remaining
Indebtedness in favor of Lenders is fully paid and satisfied,  in
principal, interest, costs and attorneys' fees.

     Section 7.     Additional Covenants.  Guarantor further agrees
that  Lenders may, at its sole option, at any time, and from time
to  time, without the consent of or notice to Guarantor,  or  any
one  of  them,  or to any other party, and without incurring  any
responsibility  to Guarantor or to any other party,  and  without
impairing or releasing the obligations of Guarantor under this
Agreement:

          (A)  Discharge or release any party (including, but not
limited  to, Borrower or any guarantor under this Agreement)  who
is   or   may   be  liable  to  Lenders  for  any  of  Borrower's
Indebtedness;

          (B)   Sell, exchange, release, surrender, realize  upon
or  otherwise  deal  with, in any manner and in  any  order,  any
collateral directly or indirectly securing repayment  of  any  of
Borrower's Indebtedness;

          (C)   Change the manner, place or terms of payment,  or
change  or  extend the time of payment of or renew, as often  and
for  such  periods  as Lenders may determine, or  after,  any  of
Borrower's Indebtedness;

          (D)    Settle   or   compromise   any   of   Borrower's
Indebtedness;

          (E)    Subordinate  and/or  agree  to  subordinate  the
payment  of  all  or any of Borrower's Indebtedness  or  Lenders'
security   rights  in  and/or  to  any  collateral  directly   or
indirectly securing any such indebtedness, to the payment  and/or
security  rights of any other present and/or future creditors  of
Borrower;

          (F)    Apply   any  sums  paid  to  any  of  Borrower's
Indebtedness,  with such payments being applied in such  priority
or  with  such preferences as Lenders may determine in  its  sole
discretion,  regardless of what Indebtedness of Borrower  remains
unpaid;

          (G)   Take or accept any other security for any or  all
of Borrower's Indebtedness; and/or

          (H)   Enter  into,  deliver,  modify,  amend  or  waive
compliance   with,  any  Instrument  or  arrangement  evidencing,
securing  or  otherwise affecting, all or any part of  Borrower's
Indebtedness.

          In  addition, no course of dealing between Lenders  and
Borrower   (or  any  other  guarantor,  surety  or  endorser   of
Borrower's Indebtedness), nor any failure or delay on the part of
Lenders to exercise any of Lenders' rights and remedies,  or  any
other agreement or agreements by and between Lenders and Borrower
(or  any  other  guarantor, surety or endorser)  shall  have  the
affect  of  impairing  or releasing Guarantor's  obligations  and
liabilities to Lenders or of waiving any of Lenders'  rights  and
remedies.   Any  partial  exercise of  any  rights  and  remedies
granted  to Lenders shall furthermore not constitute a waiver  of
any  of  Lenders' other rights and remedies, it being Guarantor's
intent  and agreement that Lenders' rights and remedies shall  be
cumulative  in  nature.  Guarantor further  agrees  that,  should
Borrower  default under any of its Indebtedness,  any  waiver  or
forbearance  on  the  part of Lenders to pursue  the  rights  and
remedies available to Lenders shall be binding upon Lenders  only
to  the extent that Lenders specifically agree to such waiver  or
forbearance in writing.  A waiver or forbearance on the  part  of
Lenders as to one event of default shall not constitute a  waiver
of forbearance as to any other default.

     Section 8.     No Release of Guarantor.  Guarantor's obligations
and  liabilities  under  this Agreement shall  not  be  released,
impaired, reduced or otherwise affected by, and shall continue in
full  force  and  effect, notwithstanding the occurrence  of  any
event,  including  without limitation any one  of  the  following
events:

          (A)    Death,   insolvency,  bankruptcy,   arrangement,
adjustment, composition, liquidation, disability, dissolution  or
lack  of  authority (whether corporate, partnership or trust)  of
Borrower  (or  any person acting on Borrower's  behalf),  or  any
other   guarantor,  surety  or  endorser  of  any  of  Borrower's
Indebtedness;

          (B)   Partial  payment or payments of  any  amount  due
and/or outstanding under any of Borrower's Indebtedness;

          (C)   Any  payment of Borrower or any  other  party  to
Lenders  is  held  to  constitute a preferential  transfer  or  a
fraudulent  conveyance  under any  applicable  law,  or  for  any
reason,  Lenders is required to refund such payment or  pay  such
amount to Borrower or to any other person;

          (D)  Any dissolution of Borrower or any sale, lease  or
transfer of all or any part of Borrower's assets; and/or

          (E)   Any failure of Lenders to notify Guarantor of the
acceptance  of  this Agreement or of the making  loans  or  other
extensions  of  credit in reliance on this Agreement  or  of  the
failure  of  Borrower  to make any payment  due  by  Borrower  to
Lenders.

          (F)    Apply   any  sums  paid  to  any  of  Borrower's
Indebtedness,  with such payments being applied in such  priority
or  with  such preferences as Lenders may determine  in  its  own
discretion,  regardless of what Indebtedness of Borrower  remains
unpaid;

          (G)   Take or accept any other security for any or  all
of Borrower's Indebtedness; and/or

          (H)   Enter  into,  deliver,  modify,  amend  or  waive
compliance   with,  any  Instrument  or  arrangement  evidencing,
securing  or  otherwise affecting, all or any part of  Borrower's
Indebtedness.

          This   Agreement   and  Guarantor's   obligations   and
liabilities  hereunder  shall continue to  be  effective,  and/or
shall  automatically and retroactively be reinstated if a release
or discharge has occurred, as the case may be, if at any time any
payment  or  part  thereof to Lenders  with  respect  to  any  of
Borrower's  Indebtedness  is  rescinded  or  must  otherwise   be
restored  by  Lenders  pursuant to  any  insolvency,  bankruptcy,
reorganization, receivership, or any other debt relief granted to
Borrower  or to any other party.  In the event that Lenders  must
rescind   or   restore  any  payment  received  by   Lenders   in
satisfaction  of  Borrower's Indebtedness, any prior  release  or
discharge  from  the terms of this Agreement given  to  Guarantor
shall  be  without  effect,  and this Agreement  and  Guarantor's
obligations  and  liabilities hereunder  shall  automatically  be
renewed  or reinstated and shall remain in full force and  effect
to  the  same degree and extent as if such a release or discharge
was  never granted.  It is the intention of Lenders and Guarantor
that Guarantor's obligations and liabilities hereunder shall  not
be discharged except by Guarantor's full and complete performance
of  such obligations and liabilities and then only to the  extent
of such performance.

     Section  9.      Enforcement of Guarantor's Obligations  and
Liabilities.   Guarantor  agrees that,  should  Lenders  deem  it
necessary  to  file an appropriate collection action  to  enforce
Guarantor's  obligations and liabilities  under  this  Agreement,
Lenders  may  commence  such  a civil  action  against  Guarantor
without   the  necessity  of  first  (i)  attempting  to  collect
Borrower's   Indebtedness  from  Borrower  or  from   any   other
guarantor, surety or endorser, whether through filing of suit  or
otherwise,  (ii)  attempting to exercise against  any  collateral
directly  or  indirectly securing repayment of any of  Borrower's
Indebtedness,  whether  through  the  filing  of  an  appropriate
foreclosure  action or otherwise, or (iii) including Borrower  or
any  other  guarantor, surety or endorser of  any  of  Borrower's
Indebtedness  as  an  additional  party  defendant  in   such   a
collection action against Guarantor.  If there is more  than  one
guarantor  under  this  Agreement,  each  guarantor  additionally
agrees  that  Lenders may file an appropriate  collection  and/or
enforcement  action  against any one or  more  of  them,  without
impairing the rights of Lenders against any other guarantor under
this  Agreement.  In the event that Lenders should ever  deem  it
necessary to refer this Agreement to an attorney-at-law  for  the
purpose   of  enforcing  Guarantor  obligations  and  liabilities
hereunder,  or  of  protecting  or  preserving  Lenders'   rights
hereunder,  Guarantor (and each of them, on a joint, several  and
solidary  basis) agrees to reimburse Lenders for  the  reasonable
fees  of  such an attorney.  Guarantor additionally  agrees  that
Lenders shall not be liable for failure to use diligence  in  the
collection  of  any of Borrower's Indebtedness or any  collateral
security therefor, or in creating or preserving the liability  of
any  person  liable  on any such Indebtedness,  or  in  creating,
perfecting or preserving any security for any such Indebtedness.

      Section 10.     Additional Documents.  Upon the  reasonable
request of Lenders, Guarantor will, at any time, and from time to
time,  duly  execute  and deliver to Lenders  any  and  all  such
further  instruments  and documents, and supply  such  additional
information  as may be necessary or advisable in the  opinion  of
Lenders, to obtain the full benefits of this Agreement.

     Section 11.    Transfer of Indebtedness.  This agreement is for
the  benefit of Lenders and for such other person or  persons  as
may  from  time  to  time  become or be the  holders  of  any  of
Borrower's  Indebtedness  hereby guaranteed  and  this  Agreement
shall  be  transferable and negotiable, with the same  force  and
effect  and to the same extent as Borrower's Indebtedness may  be
transferable,  it  being understood that, upon  the  transfer  or
assignment  by  Lenders of any of Borrower's Indebtedness  hereby
guaranteed, the legal holder of such Indebtedness shall have  all
the rights granted to Lenders under this Agreement.

     Guarantor  hereby  recognizes and agrees that  Lenders  may,
from time to time, one or more times, transfer all or any portion
of  Borrower's  Indebtedness to one or more third parties.   Such
transfers  may  include,  but are not  limited  to,  sales  of  a
participation  or  syndication interest in such  Indebtedness  in
favor  of  one  or  more  third parties.  Guarantor  specifically
agrees  and  consents to all such transfers and  assignments  and
Guarantor  further waives any subsequent notice of and  right  to
consent  to any such transfers and assignments as may be provided
under  applicable  Louisiana law.  Guarantor additionally  agrees
that the purchaser of a participation or syndication interest  in
Borrower's Indebtedness will be considered as the absolute  owner
of an interest in, or a percentage interest of, such Indebtedness
and that such a purchaser shall have all of the rights granted to
the  purchaser  under any participation agreement  governing  the
sale  of such a participation or syndication interest.  Guarantor
further  waives  any  right of offset  that  Guarantor  may  have
against  Lenders and/or any purchaser of such a participation  or
syndication  interest  in Borrower's Indebtedness  and  Guarantor
unconditionally  agrees that either Lenders or such  a  purchaser
may  enforce Guarantor's obligations and liabilities  under  this
Agreement,  irrespective of the failure or insolvency of  Lenders
or  any such purchaser.  Guarantor further agrees that, upon  any
transfer  of  all  or  any  portion of  Borrower's  Indebtedness,
Lenders  may transfer and deliver any and all collateral securing
repayment of such Indebtedness including, but not limited to, any
collateral  provided  by  Guarantor) to the  transferee  of  such
Indebtedness  and  such  collateral  (again,  including  but  not
limited  to Guarantor's collateral) shall secure any and  all  of
Borrower's  Indebtedness in favor of such transferee.   Guarantor
additionally  agrees that, after any such transfer or  assignment
has  taken place, Lenders shall be fully discharged from any  and
all liability and responsibility to Borrower (and Guarantor) with
respect  to such collateral, and the transferee thereafter  shall
be  vested  with all the powers and rights with respect  to  such
collateral.

     Section 12.    Right of Offset.  As collateral security for the
repayment  of Guarantor's obligations and liabilities under  this
Agreement,  Guarantor hereby grants Lenders,  as  well  as  their
successors  and assigns, the right to apply, upon the  occurrence
of  an  Event  of  Default  under the Credit  Agreement  and  the
expiration  of any applicable grace period allowed  to  cure  the
Event of Default, any and all funds that Guarantor may then  have
on deposit with or in the possession or control of any Lender and
its  successors or assigns (with the exception of funds deposited
in  IRA, pension or other tax-deferred deposit accounts), towards
repayment  of  any  of Borrower's Indebtedness  subject  to  this
Agreement.

     Section 13.    Construction.  The provisions of this Agreement
shall   be  in  addition  to  and  cumulative  of,  and  not   in
substitution,  novation or discharge of, any  and  all  prior  or
contemporaneous guaranty or other agreements by Guarantor (or any
one  or more of them), in favor of Lenders or assigned to Lenders
by  others, all of which shall be construed as complementing each
other.   Nothing  herein  contained shall  prevent  Lenders  from
enforcing any and all such guaranties or agreements in accordance
with their respective terms.

     Section 14.    Amendment.  No amendment, modification, consent or
waiver of any provision of this Agreement, and no consent to  any
departure  by Guarantor therefrom, shall be effective unless  the
same  shall be in writing signed by a duly authorized officer  of
Lenders,  and  then  shall  be effective  only  to  the  specific
instance and for the specific purpose for which given.

     Section  15.     Successors and Assigns Bound.   Guarantor's
obligations and liabilities under this Agreement shall be binding
upon   Guarantor's   successors,   heirs,   legatees,   devisees,
administrator  executors and assigns.  The  rights  and  remedies
granted to Lenders under this Agreement shall also inure  to  the
benefit of Lenders' successors and assigns, as well as to any and
all   subsequent   holder  or  holders  of  any   of   Borrower's
Indebtedness subject to this Agreement.

     Section 16.    Caption Heading.  Caption headings of the of this
Agreement  are for convenience purposes only and are  not  to  be
used  to  interpret  or  to  define their  provisions.   In  this
Agreement,  whenever  the  context  so  requires,  the   singular
includes the plural and the plural also includes the singular.

     Section 17.    Governing Law.  THIS AGREEMENT SHALL BE GOVERNED
AND  CONSTRUED  IN ACCORDANCE WITH THE SUBSTANTIVE  LAWS  OF  THE
STATE OF LOUISIANA.

     Section 18.    Severability.  If any provision of this Agreement
is  held to be illegal, invalid or unenforceable under present or
future  laws  effective  during the term hereof;  such  provision
shall  be fully severable, this Agreement shall be construed  and
enforceable as if the illegal, invalid or unenforceable provision
had never comprised a part of it, and the remaining provisions of
this  Agreement shall remain in full force and effect  and  shall
not   be  affected  by  the  illegal,  invalid  or  unenforceable
provision or by its severance herefrom.  Furthermore, in lieu  of
such illegal, invalid or unenforceable provision, there shall  be
added  automatically as a part of this Agreement, a provision  as
similar  in  terms  to  such  illegal, invalid  or  unenforceable
provision as may be possible and legal, valid and enforceable.

     IN WITNESS WHEREOF, Guarantor has executed this Agreement in
favor of Lenders on the day, month, and year first written above.

                         GUARANTORS:

                         GLOBAL PIPELINES PLUS, INC.;
                         GLOBAL DIVERS AND CONTRACTORS, INC.;
                         GLOBAL MOVIBLE OFFSHORE, INC.;
                         PIPELINES, INCORPORATED;
                         GLOBAL INDUSTRIES OFFSHORE, INC.; and
                         GLOBAL INTERNATIONAL VESSELS, LTD.



                         By:
                         Name:
                         Title:

ACCEPTED:

BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
as Agent for itself
and the Lenders



By:                                         DATE: _________, 1998
     Rose M. Miller, Vice President