EXHIBIT 10.4

       FIRST AMENDMENT AND APPOINTMENT OF SUCCESSOR TRUSTEE
             UNDER THE GLOBAL MARINE OUTSIDE DIRECTOR
                   DEFERRED COMPENSATION TRUST


          THIS AGREEMENT made and entered into as of the 1st day of
June, 1999, by and between GLOBAL MARINE INC., a Delaware
corporation having its principal place of business in Houston,
Texas (the "Company"), and SEI TRUST COMPANY, a Pennsylvania trust
company having its principal place of business in Oaks,
Pennsylvania (the "Successor Trustee").

                  W  I  T  N  E  S  S  E  T  H:

          WHEREAS, by the Global Marine Outside Director Deferred
Compensation Trust, dated effective as of January 1, 1996, by and
between the Company and Texas Commerce Bank, N.A., a national
banking association ("TCB"), the Company established a trust (the
"Trust Agreement") for the purpose of holding the assets
accumulated under the Global Marine Retirement Plan for Outside
Directors, as adopted effective as of August 1, 1989, and as
thereafter amended (said Plan, together with any amendments thereto
hereinafter referred to as the "Plan"), and to provide for the
investment and administration of such assets; and

          WHEREAS, Chase Bank of Texas, N.A., a national banking
association (the "Trustee") is the successor in interest to TCB;
and

          WHEREAS, in accordance with Section 10 of the Trust
Agreement, the Board of Directors of the Company has duly
authorized the Company to remove the Trustee and to appoint the
Successor Trustee as successor trustee under the Trust Agreement,
and the Trustee has been so advised; and

          WHEREAS, the Successor Trustee desires to accept
appointment as successor trustee under the Trust Agreement, and, in
connection therewith, the Company desires to amend the Trust
Agreement;

          NOW, THEREFORE, the Company and the Successor Trustee
hereby agree as follows:

     1.        The Company has provided the Trustee with written notice
     of its removal as trustee under the Trust Agreement, effective
     as of June 1, 1999, or as soon thereafter as practicable (the
     "Succession Date"), pursuant to Section 10 of the Trust
     Agreement.

     2.        The Company hereby appoints the Successor Trustee to
     replace the Trustee as the trustee under the Trust Agreement,
     effective as of the Succession Date.

     3.        The Successor Trustee hereby accepts its appointment as
     successor trustee under the Trust Agreement and agrees to be
     bound by the terms of the Trust Agreement, as amended by
     Paragraphs 5 through 9 hereof, effective as of the Succession
     Date.

     4.        The Successor Trustee hereby agrees to hold such assets
     as are delivered to it by the Trustee, and such assets as may
     be received by it subsequent to the Succession Date, pursuant
     to the terms of the Trust Agreement.

     5.        The Company and the Successor Trustee hereby agree that
     Section 8(f) of the Trust Agreement shall be deleted in its
     entirety, effective as of the Succession Date, and the
     following sections relettered accordingly.

     6.        The Company and the Successor Trustee hereby agree that
     Section 5 shall be amended effective as of June 1, 1999, by
     adding the following to the end thereof:

               "(d) Notwithstanding the foregoing, if and so long
     as an Investment Manager has been appointed by the
     Retirement Plan Committee to direct the investment of the
     Trust Fund in accordance with Section 5(e) of this Trust
     Agreement, the Investment Manager, and not the Retirement
     Plan Committee, shall manage, invest and reinvest the
     Trust Fund, all as hereinafter provided.

               (e)  The Retirement Plan Committee shall from time
     to time specify by written notice to the Trustee whether
     the investment of the Trust Fund, in the manner provided
     in Section 5(a), shall be managed solely by the
     Retirement Plan Committee, or shall be directed in whole
     or in part by one or more investment managers
     ("Investment Managers") appointed by the Retirement Plan
     Committee, or whether both the Retirement Plan Committee
     and one or more Investment Managers are to participate in
     investment management and if so how the investment
     responsibility is to be divided with respect to assets,
     classes of assets or separate investment funds specified
     and defined in such notice.  Any such Investment Manager
     shall either (i) be a registered investment adviser under
     the Investment Advisers Act of 1940, (ii) be a bank, as
     defined in that Act or (iii) be an insurance company
     qualified to perform investment management services under
     the laws of more than one state.  If investment of the
     Trust Fund is to be directed in whole or in part by an
     Investment Manager, the Trustee shall be given copies of
     the instruments appointing the Investment Manager and
     evidencing his acceptance of such appointment and
     acknowledgment that he is a fiduciary of the Plan, and a
     certificate evidencing the Investment Manager's
     registration under said Act.  The Trustee may continue to
     rely upon such instruments and certificate until
     otherwise notified in writing by the Retirement Plan
     Committee.

                    The Trustee shall follow the directions of the
     Investment Manager regarding the investment and
     reinvestment of the Trust Fund, or such portion thereof
     as shall be under management by the Investment Manager,
     and shall be under no duty or obligation to review any
     investment to be acquired, held or disposed of pursuant
     to such directions nor to make any recommendations with
     respect to the disposition or continued retention of any
     such investment.  The Trustee shall have no liability or
     responsibility for acting without question on the
     direction of, or failing to act in the absence of any
     direction from, the Investment Manager, unless the
     Trustee knows that by such action or failure to act it
     will be participating in a breach of fiduciary duty by
     the Investment Manager.

                    The Investment Manager at any time and from
     time to time may issue orders for the purchase or sale of
     securities directly to a broker, and in order to
     facilitate such transaction the Trustee upon request
     shall execute and deliver appropriate trading
     authorizations.  Written notification of the issuance of
     each such order shall be given promptly to the Trustee by
     the Investment Manager, and the execution of each such
     order shall be confirmed to the Trustee by the broker.
     Such notification shall be authority for the Trustee to
     pay for the securities purchased against receipt thereof
     and to deliver securities sold against payment therefor,
     as the case may be.

                    In the event that an Investment Manager should
     resign or be removed by the Retirement Plan Committee,
     the Retirement Plan Committee shall manage the investment
     of the Trust Fund pursuant to Section 5(a) unless and
     until it shall appoint another Investment Manager as
     provided in this Section 5."

     7.        The Company and the Successor Trustee hereby agree that
     Section 11(b) of the Trust Agreement shall be amended,
     effective as of the Succession Date, to read as follows:

               "(b) In the event that a successor trustee has not
     been appointed by the Company within twenty (20) days
     after the Resignation Notice Date or the occurrence of a
     vacancy in the position of Trustee, a Successor Trustee
     may be appointed by any Pennsylvania or Texas or United
     States District Court holding terms in Houston, Harris
     County, Texas, or in Chester County, Pennsylvania, upon
     the application of Trustee."

     8.        The Company and the Successor Trustee hereby agree that
     Section 13(c) of the Trust Agreement shall be amended,
     effective as of the Succession Date, to read as follows:

               "(c) This Trust Agreement and the Trust hereby
     created shall be governed, construed, administered and
     regulated in all respects under the laws of the
     Commonwealth of Pennsylvania."

     9.        The Company and the Successor Trustee hereby agree that
     Section 13(f) of the Trust Agreement shall be amended,
     effective as of the Succession Date, to delete the phrase "at
     600 Travis, Houston, Texas, 77002" and insert in lieu thereof
     the phrase "One Freedom Valley Drive, Oaks, Pennsylvania
     19456."

      10.      In consideration of the acceptance by the Successor
     Trustee of said successor trusteeship, the Company agrees with
     the Successor Trustee as follows:
               (a)  The Successor Trustee shall have no duty or
     responsibility to inquire into the acts or omissions of
     the Trustee under the Trust Agreement, the Company or any
     of its predecessors, subsidiaries or affiliates, any
     member or members of the Administrator designated to
     administer the Plan and the Trust Agreement or any agent
     of the aforementioned entities to the extent that any
     such acts or omissions may have occurred prior to the
     Succession Date.  Further, the Successor Trustee shall
     have fiduciary responsibility, pursuant to the terms of
     the Trust Agreement, only with respect to such assets as
     are delivered to it by the Trustee, and such assets as
     may be received by it subsequent to the Succession Date
     during the period that the Successor Trustee is acting in
     such fiduciary capacity.

               (b)  Successor Trustee shall not be liable or
     responsible, in any manner whatsoever, for any action or
     omitted action in connection with the administration of
     the Plan and Trust Agreement prior to the Succession Date
     by the Trustee, person serving as Administrator, the
     Company or any of its predecessors, subsidiaries or
     affiliates, or any agent of the aforementioned entities.

      11.      Upon the transfer by the Trustee to the Successor Trustee
     of all of the trust properties held by the Trustee under the
     Trust Agreement (and the records relating thereto) after the
     Succession Date, the Successor Trustee hereby agrees to
     acknowledge receipt of said trust properties and hereby agrees
     to hold and invest said trust properties as part of the Trust
     to be held and invested pursuant to the terms and provisions
     of the Trust Agreement.

      12.      It is the intention of the parties hereto that the
     provisions and covenants of this Agreement shall be binding
     upon the successors and assigns of the Company and the
     Successor Trustee, respectively.

          IN WITNESS WHEREOF, the Company and the Successor Trustee
have executed this instrument in multiple counterparts, each of
which shall have the force and effect of an original, but all of
which shall together constitute but one and the same instrument, as
of the day and year first above written.

                                 GLOBAL MARINE INC.



                                 By:     /s/ W. Matt Ralls
                                 Name:   W. Matt Ralls
                                 Title:  Senior Vice President and
                                         Chief Financial Officer

ATTEST:  Carole P. Driver





                                 SEI TRUST COMPANY,
                                 Successor Trustee


                                 By:    /s/ Carl Bechdel
                                 Name:  Carl Bechdel
                                 Title: Vice President & Loan Officer

ATTEST:  Jeffrey J. Roche






THE STATE OF TEXAS

COUNTY OF HARRIS


          BEFORE ME, the undersigned authority, on this day
personally appeared W. Matt Ralls, Senior Vice President and Chief
Financial Officer of GLOBAL MARINE INC., known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of said GLOBAL MARINE INC.,
a Delaware corporation, and that he executed the same as the act and deed
of such corporation for the purposes and consideration therein expressed,
and in the capacity therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 17th day
of May, 1999.



                              /s/ Linda L. Semick
                              Notary Public, State of Texas


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My Commission Expires
May 7, 2002








THE COMMONWEALTH OF PENNSYLVANIA

COUNTY OF CHESTER


          BEFORE ME, the undersigned authority, on this day
personally appeared Carl Bechdel, Jeff Roche of, SEI TRUST COMPANY
known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the
same as the act of the said SEI TRUST COMPANY, a Pennsylvania trust company,
and that he was duly authorized to perform the same and that he
executed the same as the act and deed of such trust company for the
purposes and consideration therein expressed and in the capacity
therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 25 day
of May, 1999.



                                 /s/ Lynette E. Orsino
                                 Notary Public, Commonwealth of
                                 Pennsylvania



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My Commission Expires
June 21, 1999






          IN WITNESS WHEREOF, the Trustee acknowledges of the
foregoing instrument, as of the day and year first above written.


                              CHASE BANK OF TEXAS, N.A., Trustee


                              By:    /s/ Lynne L. Arnold
                              Name:  Lynne L. Arnold
                              Title: Vice President and Trust Officer


ATTEST:  Rhonda E. Good, A.V.P. and Trust Officer







THE STATE OF TEXAS

COUNTY OF HARRIS


          BEFORE ME, the undersigned authority, on this day
personally appeared Lynne L. Arnold, Vice President and Trust officer
of Chase Bank of Texas, N.A., known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to
me that he executed the same as the act of the said Chase Bank of Texas,
N.A., a national banking association, and that he was duly authorized to
perform the same and that he executed the same as the act and deed of such
national association for the purposes and consideration therein
expressed and in the capacity therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 27th day
of May, 1999.



                              /s/ Linda L. Smith
                              Notary Public, State of Texas


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My Commission Expires
June 5, 2001