EXHIBIT 4.1

   Section II-7 of the By-laws of Global Marine Inc. as amended
August 5, 1998

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 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
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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,
and the rules and regulations thereunder with respect to the
matters set forth in this Section II-7.