EXHIBIT 10.1



TO:        [Name of Grantee]                DATE:   12 March 1999

FROM:      Robert E. Rose

SUBJECT:   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
2002, 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 and
cumulative net income over the period 1999-2001.  These long term
performance goals were established by the Compensation Committee
of the Board of Directors and are designed so the management team
wins if the company's stockholders win. 

The attachment contains the terms and conditions of your grant
under this incentive arrangement.  I look forward to working with
you in an effective mutual effort to assure that the target goals
are more than accomplished. 





                                   Robert E. Rose


Attachment
<PAGE>

                                                       Form 1C(2)
                                                           (2-99)
                        GLOBAL MARINE INC.

                      TERMS AND CONDITIONS 
                                OF
                     PERFORMANCE STOCK GRANT
                  (Performance Period 1999-2001)

     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").

     1.   CONDITIONAL RIGHT TO RECEIVE SHARES.  At the time of the
          first regular meeting of the Company's board of directors
          held in 2002, 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.  A percentage
          of the total number of Shares stated in the first paragraph
          of the cover page of this memorandum will be issued and
          delivered to you, depending on actual performance of the
          Company and its subsidiaries during the period 1999-2001 as
          measured against the long-term performance goals of
          Cumulative 1999-2001 EBITDA and Cumulative 1999-2001 Net
          Income (the "Performance Goals"), which were established by
          the Compensation Committee of the Company's board of
          directors (the "Compensation Committee"). The percentage
          will be determined according to the following grid.  The
          exact percentage of your recommended award earned under each
          Performance Goal will be calculated based on straight-line
          interpolation between the percentages shown on the grid.

<TABLE>
<CAPTION>
                                                                      Percent of Recommended Award Earned
                          Performance             Weighting
                          Measurement              Factor             0%           75%          100%
          <S>                                        <C>            <C>          <C>           <C>

          Cumulative EBITDA 1999-2001                50%            $510MM       $625MM        $750MM
          Cumulative Net Income 1999-2001            50%            $ 30MM       $120MM        $235MM


          ZERO PAYOUT IF CUMULATIVE 1999-2001 NET INCOME IS BELOW ZERO.
</TABLE>

    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
<PAGE>
        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 2002 will be prorated based on your
        months of employment completed during the period 1999-2001
        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 1999-2001 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
<PAGE>
        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.  Until
        six months have elapsed after the date of the Company's
        unconditional issuance of Shares to you, you may not
        transfer such Shares in a transaction that would constitute
<PAGE>
        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
<PAGE>
        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.