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


                                 FORM 10-Q


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

              For the quarterly period ended September 30, 1999

                                    OR

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

                        Commission File Number 1-5471

                             GLOBAL MARINE INC.
            (Exact name of registrant as specified in its charter)


           Delaware                                       95-1849298
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)


777 N. Eldridge Parkway,  Houston, Texas                  77079-4493
(Address of principal executive offices)                  (Zip Code)


     Registrant's telephone number, including area code: (281) 596-5100


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.   Yes   [X]    No [ ]

The number of shares of the registrant's Common Stock, par value $.10 per
share, outstanding as of October 31, 1999 was 174,418,889.


<PAGE>


                                GLOBAL MARINE INC.

                          TABLE OF CONTENTS TO FORM 10-Q

                         QUARTER ENDED SEPTEMBER 30, 1999


                                                                        Page

PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements

      Report of Independent Accountants                                    2

      Condensed Consolidated Statement of Income for the Three
         and Nine Months Ended September 30, 1999 and 1998                 3

      Condensed Consolidated Balance Sheet as of September 30, 1999
         and December 31, 1998                                             4

      Consolidated Statement of Cash Flows for the Nine Months
         Ended September 30, 1999 and 1998                                 6

      Notes to Condensed Consolidated Financial Statements                 7

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           12

   Item 3.  Quantitative and Qualitative Disclosures About
            Market Risk                                                   22


PART II - OTHER INFORMATION

   Item 6.   Exhibits and Reports on Form 8-K                             23

SIGNATURE                                                                 23

<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                     REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
  of Global Marine Inc.

We have made a review of the condensed consolidated balance sheet of
Global Marine Inc. and subsidiaries as of September 30, 1999, the related
condensed consolidated statement of income for the three and nine-month
periods ended September 30, 1999 and 1998, and the consolidated statement
of cash flows for the nine months ended September 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 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 the condensed consolidated financial statements referred
to above 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 as of December 31, 1998, and the
related consolidated statements of income, stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report
dated February 22, 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.



/s/ PricewaterhouseCoopers LLP

Houston, Texas
November 8, 1999

<PAGE>

<TABLE>

                     GLOBAL MARINE INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF INCOME
                   (In millions, except per share amounts)

<CAPTION>
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September  30,
                                      ------------------    -----------------
                                       1999        1998      1999       1998
                                      ------      ------    ------     ------
<S>                                   <C>         <C>       <C>        <C>
Revenues:
  Contract drilling                   $106.9      $191.4    $404.6     $564.6
  Drilling management                   59.0        79.9     182.6      335.5
  Oil and gas                            2.7          .9       5.1        3.2
                                      ------      -------   ------     ------
    Total revenues                     168.6       272.2     592.3      903.3

Expenses:
  Contract drilling                     65.1        73.7     207.2      200.6
  Drilling management                   49.9        99.9     175.3      354.2
  Oil and gas                             .8          .4       2.1        1.4
  Depreciation, depletion, and
    amortization                        22.4        27.9      65.7       74.4
  General and administrative             5.3         3.7      17.2       14.1
                                      ------      ------    ------     ------
    Total operating expenses           143.5       205.6     467.5      644.7
                                      ------      ------    ------     ------
    Operating income                    25.1        66.6     124.8      258.6

Other income (expense):
  Interest expense                     (13.8)      (12.7)    (40.8)     (33.1)
  Interest capitalized                   7.0         3.7      17.0       13.9
  Interest income                         .5          .7       2.0        2.6
                                      ------      ------    ------     ------
    Total other income (expense)        (6.3)       (8.3)    (21.8)     (16.6)
                                      ------      ------    ------     ------
    Income before income taxes          18.8        58.3     103.0      242.0

Provision for income taxes:
  Current tax provision                  1.3         5.5        .9       17.1
  Deferred tax provision                 3.7         5.6      23.3       36.1
                                      ------      ------    ------     ------
    Total provision for income taxes     5.0        11.1      24.2       53.2
                                      ------      ------    ------     ------

Net income                            $ 13.8      $ 47.2    $ 78.8     $188.8
                                      ======      ======    ======     ======

Earnings per share:
  Basic                               $ 0.08      $ 0.27    $ 0.45     $ 1.09
  Diluted                             $ 0.08      $ 0.27    $ 0.45     $ 1.07

</TABLE>

             See notes to condensed consolidated financial statements.

<PAGE>

<TABLE>
                         GLOBAL MARINE INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                  ($ in millions)

                                       ASSETS

<CAPTION>
                                                  September 30,    December 31,
                                                      1999             1998
                                                  ------------     -----------
<S>                                                 <C>             <C>
Current assets:
  Cash and cash equivalents                         $   35.1         $   56.9
  Accounts receivable, net of allowances               106.3            163.0
  Costs incurred on turnkey drilling
    contracts in progress                               10.0              6.6
  Future income tax benefits                               -             20.0
  Prepaid expenses                                      15.0             15.6
  Other current assets                                   7.5              7.3
                                                    --------         --------
      Total current assets                             173.9            269.4

Properties and equipment:
  Rigs and drilling equipment, less accumulated
    depreciation of $431.1 at September 30, 1999
    and $371.9 at December 31, 1998                  1,234.6          1,262.6
  Construction in progress                             485.8            236.8
  Oil and gas properties, full cost method, less
    accumulated depreciation, depletion, and
    amortization of $26.6 at September 30, 1999
    and $24.3 at  December 31, 1998                     13.9             12.7
                                                    --------         --------
      Net properties and equipment                   1,734.3          1,512.1

Future income tax benefits                              89.8             89.8
Other assets                                            92.0            100.3
                                                    --------         --------
      Total assets                                  $2,090.0         $1,971.6
                                                    ========         ========

</TABLE>

            See notes to condensed consolidated financial statements.

<PAGE>
<TABLE>

                       GLOBAL MARINE INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEET (Continued)
                                ($ in millions)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<CAPTION>
                                                     September 30,  December 31,
                                                         1999           1998
                                                     ------------   -----------
<S>                                                    <C>           <C>
Current liabilities:
  Accounts payable                                     $   70.6      $   99.0
  Accrued compensation and related employee costs          21.6          22.5
  Accrued income taxes                                      3.3          12.2
  Accrued interest                                          9.4           9.3
  Other accrued liabilities                                 8.5           9.4
                                                       --------      --------
      Total current liabilities                           113.4         152.4

Long-term debt                                            810.7         750.7
Capital lease obligation                                   17.1          17.7
Other long-term liabilities                                22.6          10.4

Shareholders' equity:
  Preferred stock, $0.01 par value, 10 million shares
    authorized, no shares issued or outstanding               -             -
  Common stock, $0.10 par value, 300 million shares
    authorized, 174,400,272 shares and 173,368,384
    shares issued and outstanding at September 30,
    1999 and December 31, 1998, respectively               17.4          17.3
  Additional paid-in capital                              328.4         321.5
  Retained earnings                                       780.4         701.6
                                                       --------      --------
      Total shareholders' equity                        1,126.2       1,040.4
                                                       --------      --------
        Total liabilities and shareholders' equity     $2,090.0      $1,971.6
                                                       ========      ========
</TABLE>

             See notes to condensed consolidated financial statements.

<PAGE>

<TABLE>
                        GLOBAL MARINE INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (In millions)

<CAPTION>
                                                            Nine Months Ended
                                                              September 30,
                                                            -----------------
                                                             1999       1998
                                                            ------     ------
<S>                                                        <C>        <C>
Cash flows from operating activities:
  Net income                                               $  78.8    $ 188.8
  Adjustments to reconcile net income to net
   cash flow provided by operating activities:
     Depreciation, depletion, and amortization                65.7       74.4
     Deferred income taxes                                    23.3       36.1
     Decrease (increase) in accounts receivable               56.9      (23.7)
     (Increase) decrease in costs incurred on
       turnkey drilling contracts in progress                 (3.4)       1.8
     Decrease (increase) in other current assets                .4      (13.8)
     Decrease (increase) in noncurrent receivables             8.0      (46.4)
     Decrease in accounts payable                            (28.4)     (23.3)
     Increase in accrued interest                                -        2.8
     Decrease in other accrued liabilities                   (10.2)     (13.0)
     Other, net                                               11.2       (4.6)
                                                           -------    -------
       Net cash flow provided by operating activities        202.3      179.1

Cash flows from investing activities:
  Capital expenditures                                      (287.7)    (531.7)
  Proceeds from sales of properties and equipment              2.6        3.2
  Other                                                        (.4)        .2
                                                           -------    -------
    Net cash flow used in investing activities              (285.5)    (528.3)

Cash flows from financing activities:
  Increases in long-term debt                                305.2      571.0
  Reductions of long-term debt                              (245.3)    (250.0)
  Proceeds from exercises of employee stock options            3.3        4.4
  Other                                                       (1.8)      (3.1)
                                                           -------    -------
    Net cash flow provided by financing activities            61.4      322.3
                                                           -------    -------

Decrease in cash and cash equivalents                        (21.8)     (26.9)
Cash and cash equivalents at beginning of period              56.9       78.9
                                                           -------    -------
Cash and cash equivalents at end of period                 $  35.1    $  52.0
                                                           =======    =======
</TABLE>

           See notes to condensed consolidated financial statements.

<PAGE>

                         GLOBAL MARINE INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  SEPTEMBER 30, 1999


Note 1 - General

The financial statements reflect all adjustments which are, in the opinion
of management, necessary for  a fair statement of the results for the interim
periods.  Such adjustments are considered to be of a normal recurring nature
unless otherwise identified.

The year-end condensed consolidated balance sheet was derived from audited
financial statements but does not include all disclosures required by generally
accepted accounting principles.  Certain reclassifications were made to the
prior-year period to conform to the current-period presentation, with no
effect on the consolidated financial position, results of operations, or
cash flows.

The term "Company" refers to Global Marine Inc. and, unless the context
otherwise requires, to the Company's consolidated subsidiaries.

These interim financial statements should be read in conjunction with the
Company's audited financial statements for the year ended December 31, 1998.


Note 2 - Change in Rig Service Lives

In December 1998, the Company conducted an evaluation of the service lives
of the rigs in its drilling fleet.  Based on the results of the evaluation,
effective January 1, 1999, the Company increased the estimated useful lives
of its jackups and semisubmersibles to 30 years to better reflect their
estimated economic lives.  Prior to the change, jackups were depreciated
over 25-year lives, and semisubmersibles generally were depreciated over
20-year lives.  For the quarter ended September 30, 1999, the effect of the
change was to increase net income by $5.0 million and diluted earnings per
share by $0.03.  For the nine months ended September 30, 1999, the effect of
the change was to increase net income by $15.1 million and diluted earnings
per share by $0.09.

<PAGE>

Note 3 - Earnings per Share

A reconciliation of the numerators and denominators of the basic and diluted
per-share computations for net income follows:

<TABLE>
<CAPTION>
                              Three Months Ended          Nine Months Ended
                                 September 30,              September 30,
                           -------------------------  -------------------------
                              1999           1998        1999           1998
                           -----------   -----------  -----------   -----------
                                   ($ in millions, except per share data)

<S>                        <C>           <C>           <C>          <C>
Net income (numerator):          $13.8         $47.2        $78.8        $188.8
                                 =====         =====        =====        ======

Shares (denominator):
  Shares - Basic           174,242,291   173,264,071   173,849,801  172,935,155
  Effect of employee
    stock options            3,291,791     2,395,816     2,713,247    2,995,137
                           -----------   -----------   -----------  -----------
  Shares - Diluted         177,534,082   175,659,887   176,563,048  175,930,292
                           ===========   ===========   ===========  ===========

Earnings per share:
  Basic                          $0.08         $0.27         $0.45        $1.09
  Diluted                        $0.08         $0.27         $0.45        $1.07

</TABLE>

<PAGE>


Note 4 - Segment and Geographic Information

Information by operating segment, together with reconciliations to the
consolidated totals, is presented in the following table:

<TABLE>
<CAPTION>
                                        Three Months Ended   Nine Months Ended
                                           September 30,       September 30,
                                        ------------------   -----------------
                                         1999        1998     1999       1998
                                        ------      ------   ------     ------
                                                     (In millions)
<S>                                     <C>         <C>       <C>       <C>
Revenues from external customers:
  Contract drilling                     $106.9      $191.4    $404.6    $564.6
  Drilling management services            59.0        79.9     182.6     335.5
  Oil and gas                              2.7          .9       5.1       3.2
                                        ------      ------    ------    ------
  Consolidated                          $168.6      $272.2    $592.3    $903.3
                                        ======      ======    ======    ======

Intersegment revenues:
  Contract drilling                     $  2.3      $    -    $  6.2    $ 11.0
  Drilling management services             1.1          .8       6.0       4.5
  Intersegment eliminations               (3.4)        (.8)    (12.2)    (15.5)
                                        ------      ------    ------    ------
  Consolidated                          $    -      $    -    $    -    $    -
                                        ======      ======    ======    ======

Total revenues:
  Contract drilling                     $109.2      $191.4    $410.8    $575.6
  Drilling management services            60.1        80.7     188.6     340.0
  Oil and gas                              2.7          .9       5.1       3.2
  Intersegment eliminations               (3.4)        (.8)    (12.2)    (15.5)
                                        ------      ------    ------    ------
  Consolidated                          $168.6      $272.2    $592.3    $903.3
                                        ======      ======    ======    ======

Operating income:
  Contract drilling                     $ 20.9      $ 90.8    $135.3    $292.4
  Drilling management services             9.0       (20.0)      7.1     (18.9)
  Oil and gas                               .8           -        .7        .5
  Corporate                               (5.6)       (4.2)    (18.3)    (15.4)
                                        ------      ------    ------    ------
  Consolidated                          $ 25.1      $ 66.6    $124.8    $258.6
                                        ======      ======    ======    ======
</TABLE>

<PAGE>

A reconciliation of segment operating income to consolidated income before
income taxes follows:

<TABLE>
<CAPTION>
                                         Three Months Ended  Nine Months Ended
                                            September 30,       September 30,
                                         ------------------  -----------------
                                          1999        1998    1999       1998
                                         ------      ------  ------     ------
                                                      (In millions)
<S>                                      <C>         <C>     <C>        <C>
Total segment operating income           $ 30.7      $ 70.8  $143.1     $274.0
Corporate general and administrative
  expenses                                 (5.3)       (3.7)  (17.2)     (14.1)
Corporate depreciation, depletion,
  and amortization                          (.3)        (.5)   (1.1)      (1.3)
                                         ------      ------  ------     ------
  Consolidated operating income            25.1        66.6   124.8      258.6
Interest expense                          (13.8)      (12.7)  (40.8)     (33.1)
Interest capitalized                        7.0         3.7    17.0       13.9
Interest income                              .5          .7     2.0        2.6
                                         ------      ------  ------     ------
  Income before income taxes             $ 18.8      $ 58.3  $103.0     $242.0
                                         ======      ======  ======     ======
</TABLE>


Note 5 - Contingencies

In February and March 1998, the Company entered into fixed-price contracts
with Harland and Wolff Shipbuilding and Heavy Industries Limited (the
"Shipbuilder") totaling $315 million for the construction of two dynamically
positioned, ultra-deepwater drillships, the Glomar C.R. Luigs and the Glomar
Jack Ryan, for delivery in the fourth quarter of 1999 and first quarter of
2000, respectively.  Pursuant to two fully-defeased long-term lease agreements,
the Company has novated the construction contracts for the drillships to two
financial institutions, which now own the drillships and will lease them to
the Company.  The Company acts as the lessors' construction supervisor and,
to date, has paid on behalf of the lessors, or provided for the lessors'
payment of, all amounts it believes are required under the terms of the
contracts, including payments for all approved change orders.

On October 29, 1999, the Company received a claim from the Shipbuilder
alleging breach of contract in connection with the Company's obligations
regarding design of the drillships, the timely delivery to the Shipbuilder
of owner-furnished equipment, and design change orders.  The amount of the
Shipbuilder's claim in excess of the contract price totals GBP133 million
($216 million).  In addition, the Shipbuilder has previously requested
additional compensation in the amount of $46 million related to the
drillships' steel-weight content.  With the exception of a small amount of
the steel-weight claim, the Company believes that the Shipbuilder's claims
are totally without merit and that the cost overruns claimed by the
Shipbuilder are primarily the result of the Shipbuilder's independent
engineering processes and planning and are for its own account.  The Company
also believes that the claims ultimately will be resolved through arbitration.

Because the Company is concerned about the Shipbuilder's financial viability,
and because the Company's immediate goal is satisfactory completion of the
drillships, the Company is working with the Shipbuilder to determine the costs
to complete the ships and the amount of additional funding needed.  Following
that determination, the Company may provide for the advancement of additional
amounts to

<PAGE>

complete the drillships.  In that regard, the Company is negotiating the
terms and conditions under which such amounts might be advanced.  The Company
does not know, however, if it will be able to negotiate satisfactory terms
and conditions.  The Company is therefore evaluating its rights and remedies
in the event of a default by the Shipbuilder, including its right to take
possession of the unfinished drillships and complete them at the Shipbuilder's
yard.

Although the Company believes that its position regarding the Shipbuilder's
claims is meritorious, it cannot predict the ultimate resolution of this
matter or the amount of additional payments, if any, that would be required
to complete the drillships.

The Company is seeking to resolve a dispute with Sedco Forex Offshore
("Sedco") with respect to a bareboat charter agreement for the drilling
rig, Glomar Grand Banks.  The Company assumed rights to the bareboat
charter at the time it acquired ownership of the rig in July 1997.  At
issue are (i) the date of termination of the charter, (ii) the condition
of the rig upon its return to the Company, and (iii) Sedco's liability
to pay additional dayrate.  With regard to the first issue, the Company
has contended that the charter expired on January 20, 1998.  The parties
commenced arbitration proceedings in London in December 1997, and the
arbitration panel ruled in favor of the Company on that issue.  With
respect to the other issues, the Company contends Sedco is responsible
under the charter for paying the cost of certain repairs to the rig and for
paying a market dayrate for the period following termination of the charter
and while the rig was in the shipyard for repairs prior to its return to
work for another customer.  Sedco finished using the rig for drilling in
May 1998, at which time the rig entered a shipyard to undergo the repairs
at issue.  The Company completed the repairs in October 1998 and mobilized
the rig to the east coast of Canada, where it has been operating for another
customer since December 1998.  The arbitration hearing in London with regard
to the outstanding issues has been delayed until no earlier than the first
quarter of 2000.  The Company has recorded a noncurrent receivable from
Sedco in the amount of $55.4 million at September 30, 1999, consisting of
$32.2 million of costs incurred in connection with rig repairs for which
the Company contends Sedco is responsible and $23.2 million of dayrate
revenue recognized in 1998; however, the Company expects the total claim
against Sedco to exceed these amounts.

The Company is involved in various lawsuits resulting from personal injury
and property damage.  In the opinion of management, resolution of these
matters will not have a material adverse effect on the Company's results
of operations, financial position, or cash flows.

<PAGE>


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

Operating Results

SUMMARY

Operating income decreased by $41.5 million to $25.1 million for the third
quarter of 1999 from $66.6 million for the third quarter of 1998.  Operating
income decreased by $133.8 million to $124.8 million for the nine months
ended September 30, 1999 from $258.6 million for the nine months ended
September 30, 1998.  The declines were attributable to decreases in average
dayrates and rig utilization for contract drilling and were partly offset by
the addition of three deep-water rigs to the contract drilling fleet since
February 1998, lower depreciation resulting from the increase in estimated
rig service lives, and lower fixed costs for drilling management services.

Data relating to the Company's operations by business segment follows:

<TABLE>
<CAPTION>
                                 Three Months Ended September 30,    Nine Months Ended September 30,
                                  -------------------------------    ------------------------------
                                                       % Increase                        % Increase
                                   1999       1998     (Decrease)     1999      1998     (Decrease)
                                  ------     ------    ----------    ------    ------    ----------
                                                          ($ in millions)
<S>                               <C>        <C>          <C>        <C>       <C>          <C>
Revenues:
  Contract drilling               $109.2     $191.4       (43%)      $410.8    $575.6       (29%)
  Drilling management               60.1       80.7       (26%)       188.6     340.0       (45%)
  Oil and gas                        2.7         .9       200%          5.1       3.2        59%
  Less:  Intersegment revenues      (3.4)       (.8)      325%        (12.2)    (15.5)      (21%)
                                  ------     ------                  ------    ------
                                  $168.6     $272.2       (38%)      $592.3    $903.3       (34%)
                                  ======     ======                  ======    ======

Operating income:
  Contract drilling               $ 20.9     $ 90.8       (77%)      $135.3    $292.4       (54%)
  Drilling management                9.0      (20.0)        na          7.1     (18.9)        na
  Oil and gas                         .8          -         na           .7        .5        40%
  Corporate expenses                (5.6)      (4.2)       33%        (18.3)    (15.4)       19%
                                  ------     ------                  ------    ------
                                  $ 25.1     $ 66.6       (62%)      $124.8    $258.6       (52%)
                                  ======     ======                  ======    ======
</TABLE>

Weak oil prices throughout 1998 caused most oil and gas producers to
substantially reduce their 1999 drilling budgets as compared to 1998
levels.  Since year-end 1998, industry utilization rates for offshore
drilling rigs in most major worldwide markets have fallen from prior-year
levels, and spot market dayrates for most rig types in most geographic
markets have fallen to near cash break-even levels.  As of November 8,
1999, six of the Company's eight deep-water rigs were operating under
older contracts at dayrates higher than current market rates.  One of
these rigs completes its current contract in December 1999, one becomes
available in July 2000, one becomes available in December 2000, and one
becomes available in each of 2001, 2002, and 2003.  At November 8, 1999,
eight of the Company's thirty-one active rigs were idle with no immediate
plans for work ("cold-stacked").

Since January 1999, oil prices have risen significantly as a result of
OPEC production cuts and an improving outlook for foreign economic recovery,
particularly in Asia.  In addition, natural gas prices have increased in
anticipation of tighter supplies.  In the third quarter of 1999, several
independent oil and gas companies increased their drilling activities in the
U.S. Gulf of Mexico apparently in response to higher gas prices and improved
access to capital markets.  The Company experienced a 96 percent rig

<PAGE>

utilization rate in the U.S. Gulf of Mexico during the third quarter of
1999 compared to an industry average of 67 percent for the region.  The
Company has also seen an improvement in dayrates in the U.S. Gulf of Mexico
during the third quarter of 1999, which typically occurs when utilization
rates for individual classes of rigs increase above a threshold level.  The
Company has not yet seen a resurgence in offshore drilling markets in either
the North Sea or West Africa, where it has a significant presence; however,
the number of inquiries in West Africa has recently increased, and the
Company expects that market to improve in 2000 following the completion of
oil company budget cycles.  The North Sea market will likely be the last of
the Company's three major markets to recover due to the high cost nature of
that region.  Despite the improvements in rig utilization and dayrates in
the U.S. Gulf of Mexico during the third quarter of 1999, the Company
expects earnings in the fourth quarter of 1999 to be slightly lower than in
the third quarter due primarily to lower projected utilization rates for
Company rigs in the North Sea and Argentina.

The anticipated delivery dates for the two ultra deep-water drillships
currently under construction, the Glomar C.R. Luigs and the Glomar Jack
Ryan, have been delayed.  The Company now expects to take delivery of the
Glomar C.R. Luigs during the first quarter of 2000 and that the Glomar Jack
Ryan could be delivered as late as the third quarter of 2000.  Both rigs are
committed to multi-year contracts on delivery.  The delayed delivery dates
are not expected to have a material effect on the drillships' operating
contracts with customers, other than to delay their commencement.  The
Company estimates that the resulting delay in the commencement of operations
under the contracts will reduce cash flow in the year 2000 by approximately
$40 million, but will only modestly impact earnings.  The shipbuilder has
recently advised the Company of claims for additional costs (see "Liquidity
and Capital Resources").

At September 30, 1999, the Company had $1.0 billion of contract drilling
backlog, which is expected to be realized as follows:  $99 million during
the remainder of 1999, $403 million in 2000, and $547 million in 2001
through 2003.  Contract drilling backlog at December 31, 1998 was $1.3
billion.

CONTRACT DRILLING OPERATIONS

Data with respect to the Company's contract drilling operations follows:

<TABLE>
<CAPTION>
                                      Three Months Ended September 30,  Nine Months Ended September 30,
                                      -------------------------------   ------------------------------
                                                           % Increase                       % Increase
                                       1999      1998      (Decrease)    1999      1998     (Decrease)
                                      ------    ------     ----------   ------    ------    ----------
<S>                                  <C>       <C>            <C>      <C>       <C>           <C>
Contract drilling revenues by area
  (in millions): (1)
     Gulf of Mexico                  $  40.9   $  59.7        (31%)    $ 140.7   $ 206.4       (32%)
     North Sea                          28.3      51.2        (45%)      108.6     128.2       (15%)
     West Africa                        24.7      56.6        (56%)       75.9     169.5       (55%)
     Other                              15.3      23.9        (36%)       85.6      71.5        20%
                                     -------   -------                 -------   -------
                                     $ 109.2   $ 191.4        (43%)    $ 410.8   $ 575.6       (29%)
                                     =======   =======                 =======   =======

Average rig utilization (2)              71%       93%                     78%       97%
Average dayrate                      $53,600   $72,100                 $61,600   $72,900

-------------------
(1)  Includes revenues earned from affiliates.
(2)  Excludes the Glomar Beaufort Sea I concrete island drilling system, a
     currently inactive, special-purpose mobile offshore rig designed for
     arctic operations, and rigs during the periods they were being converted
     to drilling operations from other uses.

</TABLE>

<PAGE>

Of the $82.2 million decrease in contract drilling revenues for the third
quarter of 1999 as compared with the comparable quarter of 1998, $60.6
million was attributable to a decrease in average dayrates, and $30.9 million
was attributable to a decrease in average rig utilization, partially offset
by a $9.3 million increase attributable to the addition to the fleet of the
Glomar Explorer drillship in August 1998.

Of the $164.8 million decrease in contract drilling revenues for the nine
months ended September 30, 1999 as compared with the nine months ended
September 30, 1998, $135.6 million was attributable to a decrease in average
dayrates, and $82.8 million was attributable to a decrease in average rig
utilization, partially offset by a $56.0 million increase attributable to
additions to the fleet.  The additions were the Glomar Celtic Sea
semisubmersible in February 1998, the Glomar Arctic IV semisubmersible in
March 1998, and the Glomar Explorer drillship in August 1998.

The Company experienced lower rig utilization in the third quarter of 1999
as compared with the comparable quarter of 1998 in most of its geographic
markets, except the U.S. Gulf of Mexico.  In the third quarter of 1999, the
Company averaged 96 percent utilization for its rigs in the U.S. Gulf of
Mexico, 76 percent in the North Sea, and 43 percent in West Africa.  This
compares with the Company's third quarter 1998 average rig utilization of
87 percent in the U.S. Gulf of Mexico, 99 percent in the North Sea, and
96 percent in West Africa.

For the nine months ended September 30, 1999, the Company averaged 96 percent
utilization for its rigs in the U.S. Gulf of Mexico, 87 percent in the North
Sea, and 48 percent in West Africa.  This compares with the Company's average
rig utilization for the nine months ended September 30, 1998 of 94 percent
in the U.S. Gulf of Mexico, 98 percent in the North Sea, and 98 percent in
West Africa.

The mobilization of rigs between the geographic areas shown in the preceding
table also affected each area's revenues over the periods indicated.
Specifically, the Company mobilized one jackup from the U.S. Gulf of Mexico
to the North Sea in May 1998, one jackup from California to the North Sea in
July 1998, one semisubmersible from the North Sea to the east coast of Canada
in November 1998, one drillship from West Africa to offshore Peru in April
1999, and one drillship from the U.S. Gulf of Mexico to West Africa in May
1999.

In December 1998, the Company conducted an evaluation of the service lives
of the rigs in its drilling fleet.  Based on the results of the evaluation,
effective January 1, 1999, the Company increased the estimated useful lives
of its jackups and semisubmersibles to 30 years to better reflect their
estimated economic lives.  Prior to the change, jackups were depreciated
over 25-year lives, and semisubmersibles generally were depreciated over
20-year lives.  For the quarter ended September 30, 1999, the effect of the
change was to decrease depreciation expense by $6.8 million.  For the nine
months ended September 30, 1999, the effect of the change was to decrease
depreciation expense by $19.7 million.

The Company's operating profit margin for contract drilling operations
decreased to 19 percent for the third quarter of 1999 from 47 percent
in the third quarter of 1998 and decreased to 33 percent for the nine
months ended September 30, 1999 from 51 percent for the nine months
ended September 30, 1998.  The declines were primarily the result of lower
average rig utilization and dayrates.  Contract drilling operating expenses
decreased by $12.3 million and $7.7 million for the three and nine months
ended September 30, 1999, respectively, primarily due to lower expenses in
connection with the Company's cold-stacked rigs and lower depreciation
resulting from the increase in rig lives.  These declines were partly offset
by the operating costs of the three rigs added to the fleet in 1998 and
higher operating costs incurred on the Glomar Grand Banks, which, prior to
December 1998, was being leased from the

<PAGE>

Company under a bareboat charter.  Under a bareboat charter the Company
provides the customer with a rig, and the customer uses its own crews to
operate the rig.

In October 1999, the Company moved two jackups, the Glomar Adriatic IX and
the Glomar Adriatic X, to the U.S. Gulf of Mexico from West Africa.  The
Company will incur the cost of mobilizing these rigs, which is expected to
be approximately $4.0 million.  After upgrades to both rigs to increase
their water-depth capability, the Glomar Adriatic X will commence operations
in November 1999 on a one-year, $10.2 million contract, and the Glomar
Adriatic IX will commence operations in November 1999 under two consecutive
contracts totaling $4.1 million over five months.  The Company will amortize
the cost of mobilizing the two rigs over the terms of the contracts.  As of
November 8, 1999, thirteen of the Company's rigs were located in the U.S.
Gulf of Mexico, eight were offshore West Africa, six were in the North
Sea, and one was offshore each of Argentina, Trinidad, Canada, and Peru.  At
November 8, 1999, eight of the Company's thirty-one active rigs were without
contracts or other commitments.

DRILLING MANAGEMENT SERVICES

Drilling management services revenues decreased by $20.6 million to $60.1
million in the third quarter of 1999 from $80.7 million in the third quarter
of 1998.  The decrease in revenues consisted of a $17.4 million decrease
attributable to lower average revenues per turnkey project and a $17.2
million decrease attributable to daywork and other revenues, partly offset
by a $14.0 million increase attributable to an increase in the number
of turnkey projects to 17 (15 wells drilled and two well completions) in the
third quarter of 1999 from 12 wells drilled in the third quarter of 1998.

Drilling management services revenues decreased by $151.4 million to $188.6
million for the nine months ended September 30, 1999 from $340.0 million for
the nine months ended September 30, 1998.  The decrease in revenues consisted
of a $107.1 million decrease attributable to lower average revenues per
turnkey project and a $49.0 million decrease attributable to daywork and
other revenues, partly offset by a $4.7 million increase attributable to an
increase in the number of turnkey projects to 61 (52 wells drilled and 9 well
completions) for the nine months ended September 30, 1999 from 59 (58 wells
drilled and one well completion) for the comparable prior-year period.

Operating income increased $29.0 million to $9.0 million in the third
quarter of 1999 from a loss of $20.0 million for the third quarter of 1998,
and operating income increased $26.0 million to $7.1 million for the nine
months ended September 30, 1999 from a loss of $18.9 million for the nine
months ended September 30, 1998.  The increases in drilling management
services operating results for the quarter and nine months were primarily
due to a decrease in the number of rigs under term contract to the Company.
During 1998 and early 1999, the Company was paying above-market rates for
the use of as many as sixteen rigs under term contracts signed in late 1997
and early 1998, when market rates were higher.  The incremental cost of
these rigs above what they would have cost if contracted as needed on the
spot market was estimated to be $11.5 million for the nine months ended
September 30, 1999, compared with $25.3 million and $39.6 million for the
quarter and nine months ended September 30, 1998, respectively.  By June 30,
1999, the Company had substantially fulfilled all obligations related to rigs
contracted at above-market rates.  Currently, the Company is contracting
rigs as needed on a well-by-well basis.  In addition to the incremental costs
of rigs under term contracts, the Company recorded $4.2 million of estimated
losses on turnkey wells during the third quarter of 1998 that were expected
to be completed during the fourth quarter of 1998 at a loss compared to none
for the third quarter of 1999.

<PAGE>

Drilling management operating results for the three and nine months ended
September 30, 1999 and 1998 were favorably affected by downward revisions
to estimates of the costs of wells completed in prior periods.  The effects
of these downward revisions were to increase income by $1.7 million and $3.4
million for the three and nine months ended September 30, 1999, and by $1.1
million and $8.3 million for the three and nine months ended September 30,
1998.

OTHER INCOME AND EXPENSE

General and administrative expenses increased to $5.3 million in the third
quarter of 1999 from $3.7 million in the third quarter of 1998.  General
and administrative expenses increased to $17.2 million for the nine months
ended September 30, 1999 from $14.1 million for the nine months ended
September 30, 1998.  The increases were due to increases in professional
fees and compensation expense primarily related to a stock-based compensation
plan, which costs were based on Company performance and the market price of
the Company's common stock.

Interest expense increased to $13.8 million in the third quarter of 1999
from $12.7 million in the third quarter of 1998.  Interest expense increased
to $40.8 million for the nine months ended September 30, 1999 from $33.1
million for the comparable prior-year period.  The increases were primarily
due to higher debt incurred to finance rig construction.

The Company capitalized $7.0 million of interest expense for the third
quarter of 1999 as compared to $3.7 million for the third quarter of 1998,
an increase of $3.3 million.  The Company capitalized $17.0 million of
interest expense for the nine months ended September 30, 1999 as compared
to $13.9 million for the comparable prior-year period, an increase of $3.1
million.  The increases were due to interest capitalized on the two
new-builds, the Glomar C.R. Luigs and the Glomar Jack Ryan, partially
offset by the completion of conversion of the Glomar Celtic Sea, which
entered service in the first quarter of 1998, and the Glomar Explorer,
which entered service in the third quarter of 1998.

Interest income decreased to $0.5 million in the third quarter of 1999 from
$0.7 million in the third quarter of 1998.  Interest income decreased to
$2.0 million for the nine months ended September 30, 1999 from $2.6 million
for the nine months ended September 30, 1998.  The decreases were primarily
due to lower cash balances.

LIQUIDITY AND CAPITAL RESOURCES

In February and March 1998, the Company entered into fixed-price contracts
with Harland and Wolff Shipbuilding and Heavy Industries Limited (the
"Shipbuilder") totaling $315 million for the construction of two dynamically
positioned, ultra-deepwater drillships, the Glomar C.R. Luigs and the Glomar
Jack Ryan, for delivery in the fourth quarter of 1999 and first quarter of
2000, respectively.  Pursuant to two fully-defeased long-term lease agreements,
the Company has novated the construction contracts for the drillships to two
financial institutions, which now own the drillships and will lease them to
the Company.  The Company acts as the lessors' construction supervisor and,
to date, has paid on behalf of the lessors, or provided for the lessors'
payment of, all amounts it believes are required under the terms of the
contracts, including payments for all approved change orders.

On October 29, 1999, the Company received a claim from the Shipbuilder
alleging breach of contract in connection with the Company's obligations
regarding design of the drillships, the timely delivery to the
Shipbuilder of owner-furnished equipment, and design change orders.  The
amount of the Shipbuilder's

<PAGE>

claim in excess of the contract price totals GBP133 million ($216 million).
In addition, the Shipbuilder has previously requested additional compensation
in the amount of $46 million related to the drillships' steel-weight content.
With the exception of a small amount of the steel-weight claim, the Company
believes that the Shipbuilder's claims are totally without merit and that the
cost overruns claimed by the Shipbuilder are primarily the result of the
Shipbuilder's independent engineering processes and planning and are for its
own account.  The Company also believes that the claims ultimately will be
resolved through arbitration.

Because the Company is concerned about the Shipbuilder's financial viability,
and because the Company's immediate goal is satisfactory completion of the
drillships, the Company is working with the Shipbuilder to determine the
costs to complete the ships and the amount of additional funding needed.
Following that determination, the Company may provide for the advancement
of additional amounts to complete the drillships.  In that regard, the
Company is negotiating the terms and conditions under which such amounts
might be advanced.  The Company does not know, however, if it will be able
to negotiate satisfactory terms and conditions.  The Company is therefore
evaluating its rights and remedies in the event of a default by the
Shipbuilder, including its right to take possession of the unfinished
drillships and complete them at the Shipbuilder's yard.

Although the Company believes that its position regarding the Shipbuilder's
claims is meritorious, it cannot predict the ultimate resolution of this
matter or the amount of additional payments, if any, that would be required
to complete the drillships.  The Company, however,  does not presently
expect that resolution of the Shipbuilder's claims will materially impact
the Company's future earnings and believes that its existing credit facilities
are adequate to fund completion of the drillships.  Additionally, the Company
now expects to take delivery of the Glomar C.R. Luigs during the first quarter
of 2000 and that the Glomar Jack Ryan could be delivered as late as the third
quarter of 2000. The delayed delivery dates are not expected to have a material
effect on the  drillships' operating contracts with customers, other than to
delay their commencement.  The Company estimates that the resulting delay in
the commencement of operations under the contracts will reduce cash flow in
the year 2000 by approximately $40 million, but will only modestly impact
earnings.

Projected net cash outlays in connection with construction of the Glomar
C.R. Luigs and the Glomar Jack Ryan are expected to total $632 million,
which is $25 million higher than previously estimated.  The increase is
primarily due to higher engineering costs and capitalized interest related
to the delayed delivery dates.  The Company expects to spend $150 million,
including $24 million of capitalized interest, to complete construction of
the drillships.  Projected net cash outlays do not include any additional
costs which could be incurred in connection with the Shipbuilder's claims
for additional amounts.

For the nine months ended September 30, 1999, $202.3 million of cash flow
was provided by operating activities, $59.9 million was provided from the
Company's bank revolving credit facilities and commercial paper program
(net of payments), $3.3 million was provided from exercises of employee
stock options, and $2.6 million was provided from sales of properties and
equipment.  From these amounts, plus available cash, $287.7 million was
used for capital expenditures, and $2.2 million was used for other purposes.

For the nine months ended September 30, 1998, $296.0 million (after
deduction for discount and underwriting fees) was provided from the
issuance of $300 million of 7% Notes due 2028, $179.1 million was
provided by operating activities, $25.0 million was provided from the
Company's bank revolving credit facilities (net of payments), $4.4
million was provided from exercises of employee stock options,

<PAGE>

and $3.2 million was provided from sales of properties and equipment.
From these amounts, together with cash on hand, $531.7 million was used
for capital expenditures, and $2.9 million was used for other purposes.

Capital expenditures for the full year 1999 are anticipated to be $393
million, including $137 million for construction of the Glomar C.R. Luigs,
$162 million for construction of the Glomar Jack Ryan, $63 million for
improvements to the remainder of the drilling fleet, $26 million for
capitalized interest, and $5 million for other expenditures.  Estimated
capital expenditures do not include additional amounts, if any, that could
be incurred in connection with the Shipbuilder's claims with respect to
construction of the Glomar C.R. Luigs and the Glomar Jack Ryan discussed
above.

In August 1999 the Company initiated a commercial paper program under which
debt may be issued at rates more favorable than the rates available under
the Company's bank credit facilities.  The sum of debt issued under the
commercial paper program and borrowings under the Company's bank credit
facilities is limited to the maximum amount available for borrowings under
the bank credit facilities, which is $390 million.

As of September 30, 1999, the Company had $35.1 million in cash and cash
equivalents and $175.1 million available for borrowings under the Company's
bank revolving credit/commercial paper facilities.  As of December 31, 1998,
the Company had $56.9 million in cash and cash equivalents.

The Company believes it will be able to meet all of its current obligations,
including capital expenditures and debt service, from its cash flow from
operations, its existing bank credit/commercial paper facilities, and its
cash and cash equivalents.  The Company presently expects that capital
expenditures for the remainder of 1999 will exceed the Company's cash flow
from operating activities for the period and that amounts outstanding under
the Company's bank revolving credit/commercial paper facilities will increase.

YEAR 2000 READINESS DISCLOSURE

The "Year 2000" problem refers to the inability of certain computer systems
and other equipment with embedded chips or processors (collectively "Business
Systems") to correctly interpret the century from a date in which the year
is represented by only two digits.  Business Systems which are not Year 2000
ready may not be able to correctly process certain data, or in extreme
situations, may cause a system to be disabled or fail to function reliably.

The Company's goal was to have substantially all of its critical Business
Systems functioning properly with respect to the Year 2000 problem by
June 30, 1999, and to develop by June 30, 1999, contingency plans for use
in the event of disruptions caused by the Year 2000 problem.  In order to
meet these goals, the Company established a task force of key employees
and outside professional consultants to identify, repair, and replace, if
necessary, significant Business Systems that have Year 2000 problems.  These
overall goals and objectives are referred to as the "Year 2000 Project Plan."
The Year 2000 Project Plan has been divided into various subprojects and
phases.  The six subprojects include:  Information Technology, Rigs,
Supplier/Customer/Shareholder Relations, Telecommunications, Facilities, and
Employee Benefit Plans.  The Company has identified the Information Technology
and Rigs subprojects as the most critical, based on the possibility of business
disruptions as a result of any Year 2000 failures in these areas.  As of
September 30, 1999, the Company's Year 2000 Project Plan was substantially
complete.

<PAGE>

Information Technology.  In 1995 the Company purchased and developed new
accounting, payroll, personnel, and purchasing software as part of the
migration of its computer systems from a mainframe platform to a PC-based
client/server platform.  The  Company has tested the software to confirm
that it is Year 2000 ready.  The Company, as part of its normal business
operations, has upgraded certain software under software maintenance
agreements and has replaced its computer hardware on an as-needed basis
as new technology has been developed.  The Company believes its computer
hardware to be substantially Year 2000 ready.  Although the Company has
successfully completed testing its critical business applications, a few
software vendors have recently notified the Company of some additional
minor updates to their applications.  The Company intends to install and
test these applications by November 30, 1999.

Rigs.  The Company has inventoried each drilling rig's critical Business
Systems.  This inventory was evaluated, and written documentation regarding
the critical Business Systems' Year 2000 readiness was compiled.  In addition,
the Company engaged an independent consultant to conduct on-site surveys on
each rig type.  Due to the identical nature of the equipment on board rigs
within a particular rig type, the Company selected 14 of its 31 rigs to be
surveyed.  The Company believes these 14 rigs represent all of the rigs in
the fleet.  The surveys were completed by June 30, 1999, and minimal
remediation was required.  Both the contingency planning and assessment
phases of this subproject were completed as of June 30, 1999.  The Glomar
C.R. Luigs and Glomar Jack Ryan, the Company's new-build, ultra deep-water
drillships, will be assessed and tested during the commissioning of the
vessels.  Contingency planning for the new-builds will be conducted in
conjunction with assessment.

As a company that provides offshore drilling rigs, the Company routinely
faces the possibility of a catastrophic event affecting its rigs.  A Year
2000 failure could produce such an event, which is the reason the Company
has developed a specific subproject that focuses exclusively on analyzing,
remediating, testing, and contingency planning for possible Year 2000
disruptions aboard its rigs.  The Company's present analysis of its most
reasonably likely worst-case scenario for Year 2000 disruptions involves
potential downtime on its semisubmersibles and deep-water drillships
consisting of its recent conversions, the Glomar Explorer and Glomar Celtic
Sea, the two new-build, deep-water drillships, the Glomar C.R. Luigs and
Glomar Jack Ryan, and the Glomar Grand Banks and Glomar Arctic I, all of
which are under long-term contract.  A Year 2000 failure of critical
hardware or software needed for proper functioning of these vessels could
lead to downtime, which, if lengthy, could materially impact the Company's
financial condition.  The Glomar Arctic I has been assessed, and no
remediation has been required.  The Glomar Grand Banks, Glomar Explorer,
and Glomar Celtic Sea have been assessed, and remediation on these rigs has
been completed.  Certain critical hardware and software aboard the Glomar
Explorer and Glomar Celtic Sea were tested for Year 2000 readiness during
the commissioning of the vessels.  The Glomar C.R. Luigs and Glomar Jack Ryan
will be assessed and tested for Year 2000 readiness during the commissioning
of the vessels.  The Company's contingency plan considers any significant
failure related to the most reasonably likely worst-case scenario as well
as the severity and duration of the impact of such a scenario.  From this
analysis, a Year 2000 contingency plan has been developed to mitigate those
risks.

Supplier/Customer/Shareholder Relations.  The Company has initiated
communications with its significant customers, suppliers, and business
partners (collectively "Key Business Partners") to seek Year 2000 readiness
assurances and determine the extent to which their failure to correct their
own Year 2000 problems could affect the Company.  The Company's Key Business
Partners include suppliers whose critical function is to provide drilling
rig capital equipment essential to the operation of a rig.  As part of normal
business operations, the Company generally does not maintain an inventory of
drilling rig

<PAGE>

capital equipment replacement parts.  Although the Company has a contingency
plan in place, in the event replacement parts are required for a rig and the
Company is unsuccessful in purchasing the equipment from its suppliers, the
rig could experience idle time resulting in loss of revenue.  Other Key
Business Partners include customers who provide the Company's source of
revenue and cash flow.  Any disruption in this revenue stream could impact
the Company's cash flow, results of operations, and financial position.  In
large measure, the Company must rely on such Key Business Partners to make
accurate and complete disclosures about their Year 2000 efforts in order for
its assessment of their readiness to be effective.  Accordingly, the Company
cannot guarantee that Year 2000 problems, if any, in Key Business Partners'
systems on which it relies will be timely resolved, nor, in most cases, can
it reasonably inspect their Year 2000 efforts or independently verify their
representations to the Company.  In addition, the Company cannot foretell
the effect on its business operations from the failure of systems owned by
others, from the delivery of inaccurate information from other companies, or
from the inability of Key Business Partners' systems to interface with the
Company's systems.  Where appropriate, the Company plans to explore the
possibility of conducting tests of critical system interfaces with relevant
Key Business Partners.  The Company cannot guarantee that other companies'
failure to resolve their Year 2000 problems would not have a material adverse
effect on the Company; however, the Company will continue to assess these
risks and prepare accordingly.

Telecommunications.  The Company has compiled a list of its inventory of
telecommunications hardware and software and has contacted vendors and
service providers to determine the Year 2000 readiness of their products.
The subproject was completed in April 1999, and no significant remediation
was required. The Company believes the Telecommunications subproject to be
Year 2000 ready.

Facilities.  The Company has conducted evaluations of computer-controlled
components within the Company's main offices worldwide.  In addition, the
Company has evaluated the Year 2000 readiness information of its landlords
for its main offices.  The subproject was completed in June 1999, and no
significant remediation was required.  The Company believes the Facilities
subproject to be Year 2000 ready.

Employee Benefit Plans.  The Company has confirmed the Year 2000 readiness
of its internal systems that interface with its Employee Benefit Plans, as
well as the readiness of its third-party service providers.  Testing of the
Company's system interfaces with its service providers is complete.

Total costs for Year 2000 remediation, including outside consultants, are
estimated to be approximately $0.9 million, of which $0.8 million has been
incurred as of November 8, 1999.  Such costs are exclusive of certain
software corrections or upgrades that are generally made in the normal course
of business and are exclusive of the information system upgrade in 1995,
which was unrelated to the Year 2000 issue.  The Company does not separately
track the internal costs of its Year 2000 Project Plan.  Such costs are
primarily related to payroll costs of the Company's information technology
group.  Costs related to the Year 2000 issue are funded from the Company's
operating cash flows.

Contingency planning for each subproject has been incorporated into the
Company's Year 2000 Project Plan. The Company has engaged external
consultants to develop contingency plans for Business Systems and certain
processes that are highly critical to its business operations.  The
contingency plans encompass alternative courses of action, with limited
reliance on computer software and hardware, in the event that Business
Systems or processes are not Year 2000 ready.  The contingency plans were
substantially completed by June 30, 1999 but will be continually updated
through December 31, 1999.

<PAGE>

The Company's expectations regarding the Year 2000 problem are subject to
uncertainties which could affect the Company's results of operations or
financial condition.  For example, the Company could be adversely affected
by the inability of its Key Business Partners to remedy their own Year 2000
problems, or the Company could be unsuccessful in identifying or repairing
all of its Year 2000 problems related to its critical business operations,
and, as such, the Company's results of operations or financial condition
could be materially impacted.  Accordingly, success depends on many factors,
some of which are outside the Company's control.  Despite reasonable efforts,
the Company cannot assure that it will not experience any disruptions or
otherwise be adversely affected by Year 2000 problems.  While the Company
does not expect any catastrophic failures of any of its Business Systems,
such belief is based upon future events which cannot be reasonably predicted.
As part of assessing its Year 2000 risks, the Company has been communicating
with its insurance carrier to determine the extent to which Year 2000 problems
are covered.

To the extent that any reader of the above Year 2000 Readiness Disclosure is
other than an investor or potential investor in the Company's equity or debt
securities, this disclosure is made for the sole purpose of communicating or
disclosing information aimed at correcting, helping to correct, and/or avoid
Year 2000 failures.  This statement is made with the intention to comply
fully with the Year 2000 Information and Readiness Disclosure Act as signed
into law October 19, 1998.  All statements made herein shall be construed
within the confines of that Act.

Forward-Looking Statements

Under the Private Securities Litigation Reform Act of 1995, companies
are provided a "safe harbor" for discussing their expectations regarding
future performance.  We believe it is in the best interests of our
stockholders and the investment community to use these provisions and
provide such forward-looking information.  We do so in this report and
other communications.  Our forward-looking statements include things such
as our expectation that our total claim against Sedco will exceed the
amounts recorded as a noncurrent receivable; our opinion that the resolution
of various lawsuits resulting from personal injury and property damage will
not have a material adverse effect on our results of operations, financial
position, or cash flows; our expectations that the West Africa offshore
drilling market will improve in 2000 following the completion of oil company
budget cycles and that the North Sea market will likely be the last of our
three major markets to recover; our expection that earnings in the fourth
quarter of 1999 will be slightly lower than in the third quarter; our
expectations regarding the periods during which our contract drilling backlog
will be realized; our statements regarding the expected cost of mobilizing
certain rigs and the dates rigs that are being upgraded will commence
operations; our beliefs that the claims of Harland and Wolff against the
Company ultimately will be resolved through arbitration, that we may provide
for the advancement of additional amounts to complete the drillships, that
resolution of the Shipbuilder's claims will not materially impact our future
earnings, that our existing credit facilities are adequate to fund completion
of the drillships, that we will take delivery of the Glomar C.R. Luigs during
the first quarter of 2000 and that the Glomar Jack Ryan could be delivered
as late as the third quarter 2000, that the delayed delivery dates will have
no material effect on the drillships' operating contracts with customers other
than to delay their commencement, and that the resulting delay in the
commencement of operations under the contracts will reduce cash flow in the
year 2000 by approximately $40 million but will only modestly impact earnings;
our projection of the total net cash outlays in connection with construction
of the Glomar C.R. Luigs and the Glomar Jack Ryan and our expection regarding
the amount we will spend to complete construction of the drillships; our
statement regarding the amount of anticipated capital expenditures for the
full year 1999; our belief that we will be able to meet all of our current
obligations from our cash flow from operations, our existing bank
credit/commercial

<PAGE>

paper facilities, and our cash and cash equivalents; our expectation that
capital expenditures for the remainder of 1999 will exceed our cash flow
from operating activities for the period and that amounts outstanding under
our bank revolving credit/commercial paper facilities will increase; our
belief that our computer hardware is substantially Year 2000 ready; our
expectations regarding the dates by which various parts of and work in
connection with our Year 2000 Project Plan will be performed or completed;
our expectations regarding the estimated costs and projected effectiveness
of our Year 2000 Project Plan and of our equipment and software in the
context of the Year 2000 problem; our expectation that there will not be any
catastrophic failures of any of our Business Systems; and other statements
that are not historical facts.

Our forward-looking statements speak only as of the date of this report and
are based on currently available industry, financial, and economic data and
our operating plans.  They are also inherently uncertain, and investors must
recognize that events could turn out to be materially different from our
expectations.

Factors that could cause or contribute to such differences include, but
are not limited to, incomplete knowledge or planning on our part because
information has not yet been provided to us or will take more time to
uncover or evaluate; changes in the markets for oil and gas and for offshore
drilling services, including changes in demand for our services which may
result from changes in oil and gas operators' drilling programs due to
factors such as changing oil and gas prices; the uncertainties inherent in
disputed matters and in resolving such matters through negotiation,
arbitration, litigation, or other means, including the possibility that we
may be unable to negotiate satisfactory terms and conditions under which
we might advance additional amounts to complete the drillships; uncertainties
regarding the plans of our competitors, particularly with regard to changes
in the composition or location of their rig fleets and the marketing of their
rigs; other competitive and technological changes that affect our ability to
market our services competitively and cost effectively; the risks of
operating in international markets, including changes in political, economic,
trade, and regulatory climates; the operational risks and uncertainties
inherent in offshore oil and gas drilling, particularly on a turnkey basis;
unanticipated additional costs or delays in our rig upgrade or drillship
construction projects due to things such as shipyard problems, price inflation,
design and engineering problems, regulatory requirements, and labor
difficulties; the risks and uncertainties discussed above under "Year 2000
Readiness Disclosure"; and such other risk factors as may be discussed in the
Company's reports filed with the U.S. Securities and Exchange Commission.

The Company disclaims any obligation or undertaking to disseminate any
updates or revisions to its statements, forward-looking or otherwise, to
reflect changes in the Company's expectations or any change in events,
conditions, or circumstances on which any such statements are based.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not significant.

<PAGE>


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     10.1   Commercial Paper Dealer Agreement 4(2) Program between Global
            Marine Inc., as Issuer, and Merrill Lynch Money Markets Inc.,
            as Dealer, dated as of July 27, 1999.

     10.2   Commercial Paper Dealer Agreement 4(2) Program between Global
            Marine Inc., as Issuer, and Goldman, Sachs & Co., as Dealer,
            dated as of July 27, 1999.

     10.3   Resolution dated August 11, 1999, regarding Directors' Fees
            and Expense Reimbursement.

     10.4   Resolution dated August 11, 1999, regarding Termination of
            Retirement Plan for Outside Directors.

     15.1   Letter of Independent Accountants regarding Awareness of
            Incorporation by Reference.

     27.1   Financial Data Schedule.  (Exhbit 27.1 is being submitted as
            an exhibit only in the electronic format of this Quarterly
            Report on Form 10-Q being submitted to the Securities and
            Exchange Commission.  Exhibit 27.1 shall not be deemed filed
            for purposes of Section 11 of the Securities Act of 1933,
            Section 18 of the Securities Exchange Act of 1934, or Section
            323 of the Trust Indenture Act, or otherwise be subject to the
            liabilities of such sections, nor shall it be deemed a part of
            any registration statement to which it relates.)

(b)  Reports on Form 8-K

     The Company did not file any reports on Form 8-K during the quarter
     ended September 30, 1999.


                                   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 MARINE INC.
                                  (Registrant)


Dated: November 8, 1999        /s/ Thomas R. Johnson
                               ---------------------------------------
                               Thomas R. Johnson
                               Vice President and Corporate Controller
                               (Duly Authorized Officer and Principal
                               Accounting Officer of the Registrant)