EXHIBIT 10.2


        [10 February 1998 
          or 05 May 1998]

TO:  ____________

                        PERFORMANCE STOCK

In order to provide incentive compensation specifically directed
toward achievement of long term performance goals, you have been
granted a conditional right to receive as many as ______ shares of
Global Marine common stock.  The company will issue and deliver to
you none, some or all of these shares at the time of the first
regular meeting of the company's board of directors in 2001,
depending on the extent to which the performance objectives set
forth in the attached terms and conditions have been achieved.

This grant amounts to an incremental opportunity to earn
significant compensation, provided that we are able to achieve the
ambitious targets established for cumulative EBITDA, 2000 EPS, and
stock price.  This incentive arrangement is designed so that the
management team wins if the company's stockholders win.

The attachment contains the terms and conditions of your grant
under this incentive arrangement.  The conditions are based on the
company's performance during the period 1998-2000, as measured
against long term performance goals established by the Compensation
Committee of the Board of Directors.

It is important to note that, in addition to the other conditions
pertaining to your performance stock grant, the grant is contingent
upon approval of the Global Marine 1998 Stock Option and Incentive
Plan by the company's stockholders at the 1998 annual meeting.  If
the plan is not approved at the 1998 annual meeting, your grant
will be void and without effect.  

I look forward to working with you in an effective mutual effort to
assure that the target goals are more than accomplished. 




     [Signature]

Attachment




                                                       Form 1C(1)
                                                           (2-98)
                        GLOBAL MARINE INC.

                      TERMS AND CONDITIONS 
                                OF
                     PERFORMANCE STOCK GRANT
                  (Performance Period 1998-2000)

     GLOBAL MARINE INC. (the "Company"), desiring to afford you a
conditional right to receive shares of the Company's common stock,
$.10 par value per share (the "Common Stock"), as added incentive
to achieve the long-term objectives of the Company and its
subsidiaries, has established the following terms and conditions
under which it will issue and deliver shares of Common Stock to you
under the Global Marine 1998 Stock Option and Incentive Plan (the
"Plan").
       ___________________________________________________

          PLEASE NOTE THAT IN ADDITION TO THE OTHER
          CONDITIONS PERTAINING TO YOUR PERFORMANCE
          STOCK GRANT, THE GRANT IS CONTINGENT UPON
          APPROVAL OF THE GLOBAL MARINE 1998 STOCK
          OPTION AND INCENTIVE PLAN BY THE COMPANY'S
          STOCKHOLDERS AT THE COMPANY'S 1998 ANNUAL
          MEETING OF STOCKHOLDERS.  IF THE PLAN IS NOT
          APPROVED AT THE 1998 ANNUAL MEETING, THIS
          GRANT WILL BE VOID AND WITHOUT EFFECT.
       ___________________________________________________

1.   CONDITIONAL RIGHT TO RECEIVE SHARES.  At the time of the first
     regular meeting of the Company's board of directors held in
     2001, the Company will issue and deliver shares of the Common
     Stock to you, up to the full number of shares stated in the
     first paragraph of the cover page of this memorandum (the
     "Shares"), subject to the terms and conditions outlined in
     this memorandum and the terms and conditions of the Plan as
     amended from time to time in accordance with its terms. 

2.   NUMBER OF SHARES TO BE ISSUED AND DELIVERED.  The Company will
     issue and deliver to you none, some or all of the Shares.  The
     exact number of Shares to be issued and delivered will depend
     on the performance of the Company and its subsidiaries during
     the period 1998-2000 as measured against the following long-
     term performance goals (the "Performance Goals") established
     by the Compensation Committee of the Company's board of
     directors (the "Compensation Committee"):

  Cumulative EBITDA:  Cumulative earnings of the
                      Company and its subsidiaries on
                      a consolidated basis before
                      interest, taxes, depreciation
                      and amortization for fiscal
                      years 1998, 1999 and 2000.
                      Threshold = $1.80 billion;
                      Target = $2.25 billion.

  2000 E.P.S.:        Earnings per share of the Company's Common
                      Stock for fiscal year 2000.
                      Threshold = $2.20/share; Target = $3.30/share.
                      
  Stock Price:        Average of the daily closing prices for one
                      share of the Company's Common Stock during
                      the fourth quarter of 2000 compared to the
                      average of the daily closing prices for one
                      share of the Company's Common Stock during
                      the fourth quarter of 1997.
                      Threshold = +30%; Target = +50%.

  The total number of Shares stated in the first paragraph of
  the cover page of this memorandum has been allocated among the
  three Performance Goals as follows: 40% are Cumulative EBITDA
  Shares; 40% are 2000 E.P.S. Shares; and 20% are Stock Price
  Shares.  A percentage of the Shares allocated to each
  Performance Goal will be issued and delivered to you,
  depending on actual performance as measured against that
  respective Performance Goal, as follows:

         PERFORMANCE:                  PERCENTAGE

         Below Threshold               0%

         At Threshold                  25%

         Between Threshold             A proportionate percentage between 
          and Target                   25% and 100%, based on straight-line
                                       interpolation between the threshold 
                                       and target objectives.
    
         At or Above Target            100%

3.  NON-TRANSFERABLE.  You may not transfer your right to receive
    Shares under this memorandum other than by will or by the laws
    of descent and distribution.

4.  TERMINATION OF EMPLOYMENT.  You will not be entitled to
    receive any of the Shares after termination of your employment
    with the Company and its subsidiaries unless such termination
    is by reason of early retirement not objected to by the
    Compensation Committee, normal retirement, disability or
    death, or unless your employment with the Company and its
    subsidiaries is terminated by the Company or any such
    subsidiary other than for cause (to mean acts of misconduct
    harmful to the Company, inadequate performance or
    incompetence).  If your employment is terminated by reason of
    early retirement not objected to by the Compensation
    Committee, normal retirement or disability, or by the Company
    or any of its subsidiaries other than for cause, the number of
    Shares that the Company would otherwise issue and deliver to
    you at the time of the Company's first regular board meeting
    held in 2001 will be prorated based on your months of
    employment completed during the period 1998-2000 compared to
    36 months, and the Company will issue and deliver to you or
    your legal representative or representatives, at the time of
    said board meeting, a reduced number of Shares based on such
    proration.  If your employment is terminated by reason of your
    death, the total number of Shares stated in the first
    paragraph of the cover page of this memorandum will be
    multiplied by 50% and the resulting number will be prorated
    based on your months of employment completed during the period
    1998-2000 compared to 36 months, and the Company will issue
    and deliver to the appropriate person or persons named under
    your last will and testament or determined under applicable
    intestate laws, as soon as practicable following your death,
    a reduced number of Shares based on such multiplication and
    proration.  Termination of your "employment" with the Company
    and its subsidiaries will be deemed to occur at the close of
    business on the earliest of (i) the last day on which you are
    assigned to a position with the Company or any of its
    subsidiaries for the purpose of performing your occupation, in
    the case of termination by reason of your early or normal
    retirement, disability or death, (ii) the last day of the
    period during which you are entitled to receive salary
    continuation under any agreement, policy, plan or other
    arrangement with the Company or any of its affiliates, in the
    case of any termination entitling you to such salary
    continuation, (iii) the last day of an approved leave of
    absence if you do not resume the performance of your
    occupation for the Company or any of its subsidiaries on or
    before the next business day, and (iv) the last day on which
    you are assigned to a position with the Company or any of its
    subsidiaries for the purpose of performing your occupation in
    any other case.  For purposes of this paragraph, the term
    "disability" shall mean any physical or mental condition which
    totally and permanently prevents you from engaging in any
    substantial gainful activity, as reasonably determined in good
    faith by the Compensation Committee.

5.  ADJUSTMENTS.  Except as provided in the following paragraph,
    if outstanding shares of the class then subject to the
    conditional right to receive Shares outlined herein are
    increased, decreased, changed into or exchanged for a
    different number or kind of shares or securities of the
    Company through reorganization, recapitalization,
    reclassification, stock dividend, stock split or reverse stock
    split, then there will be substituted for each Share then
    subject to such right and for each share upon which any of the
    Performance Goals are then based the number and class of
    shares or securities into or for which each share of the class
    subject to such right shall be so changed or exchanged.  Such
    adjustments will become effective on the effective date of any
    such transaction; except that in the event of a stock dividend
    or of a stock split effected by means of a stock dividend or
    distribution, such adjustments will become effective
    immediately after the record date therefor.  

    Upon a dissolution or liquidation of the Company, or upon a
    reorganization, merger or consolidation of the Company with
    one or more corporations as a result of which the Company is
    not the surviving company, your right to acquire Shares and
    the obligations of the Company hereunder will terminate,
    unless provision is made in writing in connection with such
    transaction for the assumption of such obligations, or the
    substitution for such obligations of similar obligations
    involving the stock of a successor employer corporation, or a
    parent or subsidiary thereof, with appropriate adjustments as
    to the conditions thereof and the number and kind of Shares
    and prices, in which event your right to acquire Shares and
    the obligations of the Company hereunder will continue in the
    manner and under the terms so provided. 

    Adjustments under this Section 5 will be made by the
    Compensation Committee, whose determination as to what
    adjustments will be made, and the extent thereof, will be
    final, binding and conclusive.  No fractional shares of stock
    will be issued pursuant to any right to receive of Shares
    hereunder or in connection with any adjustment contemplated
    herein.

6.  LIMITATION.  You will not be entitled to the privileges of
    stock ownership in respect of any of the Shares until they
    have been issued and delivered pursuant to the terms and
    conditions of this memorandum and the Plan. 

7.  REQUIREMENTS OF LAW AND STOCK EXCHANGES.  Your right to
    acquire the Shares and the issuance and delivery of the Shares
    will be subject to compliance with all applicable requirements
    of law.  In addition, the Company will not be required to
    issue or deliver any certificate or certificates for any of
    the Shares prior to the admission of such Shares to listing on
    notice of issuance on any stock exchange on which shares of
    the same class are then listed. 

    By accepting receipt of any of the Shares as contemplated
    herein, you will be representing and agreeing for yourself and
    your transferees by will or by the laws of descent and
    distribution that, unless a registration statement under the
    Securities Act of 1933, as amended (the "Securities Act"), is
    in effect as to the Shares received, any and all Shares so
    acquired will be acquired for investment and not for sale or
    distribution, and each such acquisition will be accompanied by
    a representation and warranty in writing, signed by the person
    entitled to make such acquisition, that the Shares are being
    so acquired in good faith for investment and not for sale or
    distribution.  In the event the Company's legal counsel, at
    the Company's request, advises it that registration under the
    Securities Act of the acquired Shares is required prior to
    issuance thereof, the Company will not be required to issue or
    deliver the Shares unless and until such legal counsel advises
    it that such registration has been completed or is not
    required. 

    By accepting receipt of any of the Shares, you also will be
    representing and agreeing for yourself and your transferees by
    will or the laws of descent and distribution that if you are
    an officer of the Company or any other person who might be
    deemed an "affiliate" of the Company under the Securities Act
    at the time any Shares that have been acquired are proposed to
    be sold, you or they will not sell such Shares (a) without
    giving thirty days advance notice in writing to the Company,
    and (b) until the Company has advised you or them that such
    sale may be made without registration under the Securities Act
    or, if such registration is required, that such registration
    has been effected.

8.  RESTRICTIONS ON SHARE TRANSFER BY CERTAIN PERSONS.  In the
    case of Cumulative EBITDA Shares and 2000 E.P.S. Shares, until
    six months have elapsed after the date of the Company's
    unconditional issuance of such Shares to you, or, in the case
    of Stock Price Shares, until six months have elapsed after the
    date the Compensation Committee approved the recommendation
    that you be granted a conditional right to receive such
    Shares, you may not transfer such Shares in a transaction that
    would constitute a "sale" under Section 16 of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act"), if you
    are at the time of the sale a person subject to the provisions
    of Section 16 of the Exchange Act.

9.  WAGE WITHHOLDING AND EMPLOYMENT TAXES.  Your acquisition of
    any of the Shares as outlined herein may result in ordinary
    income at the time of acquisition.  Such ordinary income will
    be subject to both wage withholding and employment taxes, and
    the Company or your employer may be required to effect such
    withholding and/or deduct such taxes.  Except as set forth
    below, you may make an irrevocable election to satisfy, in
    whole or in part, your obligation to reimburse the Company or
    your employer for such taxes (an "Election") by (i) making a
    cash payment to the Company, (ii) having the Company deduct
    the required amount from any cash compensation that the
    Company or any of its subsidiaries may owe you, (iii)
    surrendering your right to acquire either a specified number
    of the Shares or Shares having a specified value, in each case
    with a value not in excess of your related tax liability, (iv)
    tendering shares previously issued pursuant to the Plan or
    other shares of the Company's common stock owned by you, or
    (v) combining any or all of the foregoing in any fashion;
    provided, however, that, if you are at the time the
    withholding obligation arises a person subject to the
    provisions of Section 16 of the Exchange Act, you must satisfy
    such obligation by surrendering your right to acquire such
    number of Shares as will have a value sufficient to satisfy
    such obligation, but not in excess of such liability.  The
    Compensation Committee may disapprove of any Election or
    suspend or terminate the right to make Elections at any time
    or from time to time.  All withheld or surrendered Shares and
    other shares tendered in payment will be valued at their Fair
    Market Value on the date the withholding obligation arises. 
    "Fair Market Value" with regard to stock of the Company on a
    particular date shall mean the average of the high and low
    quotations at which the stock is traded on that particular
    date as reported in the "NYSE-Composite Transactions" section
    of the Southwest Edition of THE WALL STREET JOURNAL for that
    date (corrected for obvious typographical errors), or, if no
    prices are quoted for that date, on the last preceding date
    for which such prices of shares of stock are so quoted.  In
    the event "NYSE-Composite Transactions" cease to be reported
    as such, or in the event that the Company's stock is no longer
    quoted on the New York Stock Exchange, an appropriate
    substitute published stock quotation system will be selected
    by the Compensation Committee, consistent with appropriate
    regulatory provisions.

10. CONTINUED EMPLOYMENT AND FUTURE GRANTS.  Neither the granting
    to you of a right to receive stock nor the other arrangements
    outlined herein give you the right to remain in the employ of
    the Company or any of its subsidiaries or to be selected to
    receive similar or identical grants in the future.

11. GLOBAL MARINE 1998 STOCK OPTION AND INCENTIVE PLAN, THE BOARD
    AND THE COMMITTEE.  The conditional right to receive Shares
    outlined in this memorandum has been granted to you, and any
    issuance and delivery of Shares will be made, under and
    pursuant to the Plan as the same shall have been amended from
    time to time in accordance with its terms.  The decision of
    the Company's board of directors or the Committee on any
    questions concerning the interpretation or administration of
    the Plan or any matters covered in this memorandum will be
    final and conclusive.  No amendment to the Plan or decision of
    the board or the Committee will deprive you, without your
    consent, of any rights hereunder.

    A copy of the Plan in its present form is available at the
    Company's principal office for inspection during business
    hours by you or other persons who may be entitled to acquire
    any of the Shares as contemplated herein.

References in this Exhibit A to "this memorandum" (and indirect
references such as "hereof," "hereunder" and "herein") refer to the
attached cover page of this memorandum and this Exhibit A, each of
which constitutes an integral part of this memorandum.