EXHIBIT 3(ii).1

 Amendment of By-laws of Global Marine Inc., Effective August 5,
1998
                                
     Sections II-7, II-9, and III-10 of the By-laws of Global
Marine Inc. are amended in their entirety to change said sections
from the old version to the new version, in each case, as indicated
below:

OLD VERSION:

SECTION II-7 BUSINESS TRANSACTED AT SPECIAL MEETING:  Business
transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice.

NEW VERSION:

SECTION II-7  BUSINESS TO BE CONDUCTED AND NOMINATIONS:  (a) At any
special meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall
have been set forth in the notice relating to the meeting.

     (b)  At any annual meeting of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as
shall have been brought before the annual meeting (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of
the corporation who is a stockholder of record at the time of the
giving of such stockholder's notice provided for in this paragraph
(b), who shall be entitled to vote at such meeting, and who
complies with the requirements of this paragraph (b) and as shall
otherwise be proper subjects for stockholder action and shall be
properly introduced at the meeting.  For a proposal to be properly
brought before an annual meeting by a stockholder, in addition to
any other applicable requirements, the stockholder must have given
timely advance notice thereof in writing to the Secretary of the
corporation.  To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive
offices of the corporation not later than the close of business on
the 90th day prior to the first anniversary of the beginning of the
preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not later than
the close of business on the later of the 90th day prior to the
scheduled day of such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is
first made by the corporation, including, without limitation, by
press release, by filing with the Securities and Exchange
Commission, and/or by any written material sent to stockholders. 
Any such stockholder's notice to the Secretary of the corporation
shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a description of the proposal desired
to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and
address, as they appear on the corporation's books, of the
stockholder proposing such business and any other stockholders
known by such stockholder to be supporting such proposal, (iii) the
class and number of shares of the corporation's stock that are
beneficially owned by the stockholder on the date of such notice,
(iv) any financial interest of the stockholder in such proposal,
and (v) a representation that the stockholder intends to appear in
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person or by proxy at the meeting to bring the proposed business
before the annual meeting.  The presiding officer of the annual
meeting shall determine whether the requirements of this paragraph
(b) have been met with respect to any stockholder proposal.  If the
presiding officer determines that a stockholder proposal was not
made in accordance with the terms of this paragraph (b), he shall
so declare at the meeting and such proposal shall not be acted upon
at the meeting.  

     (c)  Subject to such rights of the holders of any class or
series of preferred stock as may be prescribed in the Certificate
of Incorporation or in the resolutions of the Board of Directors
providing for the issuance of any such class or series, only
persons who are nominated in accordance with the procedures set
forth in this paragraph (c) shall be eligible for election as, and
to serve as, directors.  Nominations of persons for election to the
Board of Directors may be made at a meeting of the stockholders at
which directors are to be elected (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the corporation
who is a stockholder of record at the time of the giving of such
stockholder's notice provided for in this paragraph (c), who shall
be entitled to vote at such meeting in the election of directors,
and who complies with the requirements of this paragraph (c).  Such
nominations, other than those made by or at the direction of the
Board of Directors, shall be preceded by timely advance notice
thereof in writing to the Secretary of the corporation.  To be
timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the corporation not
later than the close of business on the 90th day prior to the first
anniversary of the beginning of the preceding year's annual
meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the
later of the 90th day prior to the scheduled day of such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
corporation, including, without limitation, by press release, by
filing with the Securities and Exchange Commission, and/or by any
written material sent to stockholders.  Any such stockholder's
notice to the Secretary of the corporation shall set forth (x) as
to each person whom the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business
address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the number of shares
of each class of capital stock of the corporation beneficially
owned by such person and (iv) the written consent of such person to
having such person's name placed in nomination at the meeting and
to serve as a director if elected, and (y) as to the stockholder
giving the notice, (i) the name and address, as they appear on the
corporation's books, of such stockholder, (ii) the class and number
of shares of the corporation's stock that are beneficially owned by
the stockholder on the date of such notice, (iii) any arrangement
between the nominee or nominees and the stockholder, (iv) any other
facts about the nominee or nominees that would be required in a
proxy statement and (v) a representation that the stockholder
intends to appear in person or by proxy at the meeting to make the
nomination or nominations.  The presiding officer of the meeting of
stockholders shall determine whether the requirements of this
paragraph (c) have been met with respect to any nomination or
intended nomination.  If the presiding officer determines that any
nomination was not made in accordance with the terms of this
paragraph (c), he shall so declare at the meeting and such
nomination shall be disregarded.

     (d)  Notwithstanding the foregoing provisions of this Section
II-7, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended,
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and the rules and regulations thereunder with respect to the
matters set forth in this Section II-7. 


OLD VERSION:

SECTION II-9  MAJORITY VOTE:  When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall decide
any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which
case such express provision shall govern and control the decision
of such question.  In any election at a meeting when a quorum is
present, the individual or individuals elected shall be the nominee
or nominees, equal in number to the position or positions to be
filled, who receives or receive a plurality of the votes cast.

NEW VERSION:

SECTION II-9  REQUIRED VOTE:  When a quorum is present at any
meeting, in all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or
represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless the
matter is one upon which by express provision of the statutes or of
the Certificate of Incorporation a different vote is required, in
which case such express provision shall govern and control the
decision of such matter.  In any election of directors at a meeting
when a quorum is present, the individual or individuals elected
shall be the nominee or nominees, equal in number to the position
or positions to be filled, who receives or receive a plurality of
the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.


OLD VERSION:

SECTION III-10  COMPENSATION:  The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. 
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

NEW VERSION:

SECTION III-10  COMPENSATION:  The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors and a retainer for their service
as directors.  No such payment shall preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending committee meetings.