-105-
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                     
                                 Form 10-K

Annual  Report  Pursuant To Section 13 or 15(d) of The Securities  Exchange
Act of 1934
                 For the fiscal year ended March 31, 1998
Transition Report Pursuant to Section 13 or 15(d) of the Securities Ex
change Act of 1934

       For the Transition period from           to

                      Commission File Number 2-56600
                          Global Industries, Ltd.
          (Exact name of registrant as specified in its Charter)

LOUISIANA                          72-1212563
(State or other jurisdiction       (I.R.S. Employer
of incorporation of                Identification Number)
organization)                      
                                   
107 Global Circle                  70596-1936
P.O. Box 61936, Lafayette,         (Zip Code)
Louisiana                                         
(Address of principal
executive offices)
                                     
    Registrant's telephone number, including area code:  (318) 989-0000
                                     
        Securities registered pursuant to Section 12(b) of the Act:
                                     
     Title of each class           Name of each exchange on which
             None                            registered
                                                None
        Securities registered pursuant to Section 12(g) of the Act:
                                     
                      Common Stock ($0.01 par value)
                             (Title of Class)
      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.
                                                    X  YES       NO 
      Indicate by check mark if disclosure of delinquent filers pursuant to
Item  405  of  Regulation  S-K is not contained herein,  and  will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K.
      The aggregate market value of the voting stock held by non-affiliates
of  the registrant as of  May 31, 1998 was $1,365,676,697 based on the last
reported  sales price of the Common Stock on May 31, 1998, as  reported  on
the NASDAQ\NMS.
      The number of shares of the registrant's Common Stock outstanding  as
of May 31, 1998 was 91,884,991.
                    DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the definitive Proxy Statement for the Annual Meeting  of
Shareholders  to  be held on August 5, 1998 are incorporated  by  reference
into Part III hereof.



                          GLOBAL INDUSTRIES, LTD.
                             INDEX - FORM 10-K
                                     
                                     
                                     
                                    PART I                         
                                                                   
Item 1.           Business                                             3
Item 2.           Properties                                          14
Item 3.           Legal Proceedings                                   18
Item 4.           Submission of Matters to a Vote of Security Holders 18
Item(unnumbered). Executive Officer of the Registrant                 19

                                                                   
                                   PART II                         
                                                                   
Item 5.           Market for the Registrant's Common Equity and       
                    Related Shareholder Matters                       21
Item 6.           Selected Financial Data                             22
Item 7.           Management's Discussion and Analysis of            
                    Financial Condition and Results of Operations     23
Item 8.           Financial Statements and Supplementary Data         30
                  Global Industries, Ltd. and Consolidated          
                    Subsidiaries:
                    Independent Auditors' Report                      30
                    Consolidated Balance Sheets - March 31, 1998      
                      and 1997                                        31
                    Consolidated Statements of Operations -  
                      Three Years Ended March 31, 1998                32
                    Consolidated Statements of Shareholders'          
                      Equity - Three Years Ended March 31, 1998       33
                    Consolidated Statements of Cash Flows -           
                      Three Years Ended March 31, 1998                34
                    Notes to Consolidated Financial Statements        35
Item 9.           Changes In and Disagreements With Accountants      
                    on Accounting and Financial Disclosure            51
                                                                   
                                   PART III                        
                                                                   
Item 10.          Directors and Executive Officers of the Registrant  51
Item 11.          Executive Compensation                              51
Item 12.          Security Ownership of Certain Beneficial           
                    Owners and Management                             51
Item 13.          Certain Relationships and Related Transactions      51
                                                                   
                                   PART IV                         
                                                                   
Item 14.          Exhibits, Financial Statement Schedules, and       
                    Reports on Form 8-K                               51
                  Signatures                                          56
                                                                   
                                                                   

                                     

          
                                  PART I


ITEM 1.  BUSINESS

      Global  Industries,  Ltd. provides construction  services,  including
pipeline  construction, platform installation and removal, diving services,
and construction support to the offshore oil and gas industry in the United
States  Gulf  of Mexico (the "Gulf of Mexico") and in select  international
areas. Unless the context herein indicates otherwise,all references to the
"Company" or "Global" refer to Global Industries, Ltd. and its subsidiaries.

     The Company began as a provider of diving services to the offshore oil
and  gas  industry  25 years ago and has used selective  acquisitions,  new
construction, and upgrades to expand its operations and assets. Global  has
generated   substantial   growth  during  the  last   six   years   through
acquisitions.   Through  the  combination  of  domestic  and  international
acquisitions  and internal growth, the Company has increased  its  revenues
from  $80.6 million in fiscal 1994 to $379.9 million in fiscal 1998,  while
improving its net income from $10.7 million to $57.3 million over the  same
period.   The  Company  has  the largest number  of  offshore  construction
vessels  currently available in the Gulf of Mexico and its worldwide  fleet
includes 19 barges that have various combinations of pipelay, pipebury, and
derrick capabilities. The Company's fleet includes 46  manned vessels  that
were  available for service at the beginning of fiscal 1998 and 21  vessels
purchased  during  the  fiscal year, including 17 purchased  from  Sub  Sea
International, Inc.  Construction continued on the upgrade of the Hercules,
including addition of dynamic positioning and pipelay capabilities, with an
estimated  total cost of $104 million. 

      During  fiscal 1998 the Company acquired certain business  operations
and  assets  of Sub Sea International, Inc. and certain of its subsidiaries
("Sub  Sea  Acquisition").  The major assets acquired  in  the  transaction
included  three construction barges, four liftboats, and one  dive  support
vessel  ("DSV")  based in the United States, four offshore support  vessels
("OSV")  in the Middle East, and DSVs, OSVs, and remotely operated vehicles
("ROV")  based in the Far East and Asia Pacific.  Also during fiscal  1998,
the  Company purchased the Seminole (formerly the GAL 900), a 440 foot long
self-propelled combination pipelay and derrick barge with an 800 ton lifting
capacity  and capable of laying up to 48 inch diameter pipe.  The  Seminole
is currently based in the Middle East.

      During  fiscal  1998 the Company began construction  of  a  deepwater
support  facility  and  pipebase on 625 acres near Carlyss,  Louisiana  and
adjacent  to the Calcasieu Ship Channel ("Carlyss facility").  The  Company
plans  to  replace  the existing facilities in Houma and Amelia,  Louisiana
with  the  Carlyss  facility.   When completed the  Carlyss  Facility  will
include  a pipe assembly rack (almost one mile in length) used for  welding
and  assembly of pipe for spooling onto the Chickasaw and the  Hercules,  a
barge  slip dedicated to pipe spooling operations, a large general  purpose
barge  slip,  as  well as office buildings, mechanic's shops,  and  storage
facilities.   Estimated completion is in the second quarter of fiscal  2000
at  a  cost  of  approximately $37 million, $28 million of which  has  been
financed with Port Improvement Revenue Bonds.

     In  April  1998,  the  Company  again added  to  its  fleet  with  the
completion  of the announced acquisition of the pipelay/derrick barges  DLB
332  (Teknik  Perdana) and DLB 264 (Teknik Padu) from TL Marine  Sdn.  Bhd.
These  two vessels are currently based in Asia Pacific.  The purchase price
was  $47.3  million and was funded from the Company's bank line of  credit.
The  DLB 332 is 352 feet by 100 feet, has an 800 ton lift capacity, and can
be  outfitted to lay up to 60 inch diameter pipe.  The DLB 264 is 400  feet
by 100 feet, has an 1,100 ton lift capacity, and is capable of laying up to
60  inch diameter pipe. Each of these vessels is currently committed  by  a
short-term bare boat charter agreement with Hydro Marine Services, Inc., an
affiliate  of  J.  Ray McDermott S.A., to allow for completion  of  certain
contractual  commitments.  The barges should be available for  use  in  the
Company's construction services work in the Fall of 1998.
     
     Global  recently reached agreement in principal with  its  partner  to
restructure   its   joint   venture  in   Mexico,   CCC   Fabricaciones   y
Construcciones, S.A. de C.V. ("CCC"), to sell or spin-off  to  its  partner
CCC's  onshore construction and fabrication business and assets.   Expected
to  be completed in the near future, this restructuring will permit CCC  to
focus  on  its offshore construction business.  Global has a 49%  ownership
interest in CCC and charters vessels and other equipment to CCC.


DESCRIPTION OF OPERATIONS

Offshore Marine Construction Services

      The  Company  is  equipped  to provide offshore  marine  construction
services  over the full life of an oil and gas property, from  installation
of  platforms and pipelines, through inspection and repairs, and ultimately
to abandonment and site restoration.

      The  Company  categorizes offshore marine construction projects  into
three classes: ultra-deep water (over 1,000 feet of water), deepwater  (200
feet  to  1,000 feet), and shallow water.  In recent years the Company  has
generally  focused  on projects in deepwater, which require  larger  barges
with   greater   lifting  capacity,  more  sophisticated  technology,   and
experienced  personnel,  and  which  generally  provide  greater  operating
margins than shallow water projects.  With 11 barges in the Gulf of  Mexico
that  are  capable of operating in deepwater, the Company believes  it  has
more  deepwater  capability  in  the  Gulf  of  Mexico  than  any  of   its
competitors.   Capital expenditure programs for fiscal 1994 through  fiscal
1998  have included investments to develop the Company's ability to compete
in water depths over 1,000 feet.

      The Company also currently has two barges in West Africa, one in  the
Middle  East,  and  two in Asia Pacific that are capable  of  operating  in
deepwater.  Additionally, CCC is capable of working in deepwater  with  the
Company's vessels.

Pipeline Services

      The Company has laid pipelines with a diameter of up to 24 inches and
has  installed smaller diameter pipelines in water depths up to 5,300 feet.
The  Company installed approximately 734 miles of pipe of various sizes  in
various  water  depths  in fiscal 1998, including 35  miles  offshore  West
Africa.

      The  Company is capable of installing pipe by either the conventional
or  the  reel method of pipelaying.  With the conventional method,  40-foot
segments of pipe are welded together, coated, and tested on the deck of the
pipelay barge.  Each segment is then connected to the prior segment and  is
submerged in the water as the barge is moved forward 40 feet by its  anchor
winches   or  tug  boats.   The  process  is  then  repeated.   Using   the
conventional pipelay method, the Company's barges can install approximately
200  feet  per  hour  of small diameter pipe in shallow  water  under  good
weather conditions.  Larger diameter pipe, deeper water, and less favorable
weather conditions all reduce the speed of pipeline installation.

      With the reel method, the Company performs the welding, testing,  and
coating  onshore,  and  then  spools the pipe  onto  a  pipe  reel  in  one
continuous  length.   Once  the reel barge is  in  position,  the  pipe  is
unspooled  onto  the  ocean  floor as the  barge  is  moved  forward.   The
Company's  dedicated  reel  pipelay barge, the  Chickasaw,  is  capable  of
spooling  as  much as 45 miles of 4.5-inch pipe or 3.8 miles of  12.75-inch
pipe  in  one  continuous length.  Concrete coated  pipe  or  pipe  with  a
diameter   greater  than  12.75  inches  cannot  be  installed  using   the
Chickasaw's  reel.   Global has successfully operated the  Chickasaw  since
1987.  The  Company believes that its reel method pipelay capability  often
provides it with a competitive advantage because of its faster installation
rates  and reduced labor expense when compared to the conventional  pipelay
method.  The Chickasaw can install small diameter pipe in shallow water  at
rates  averaging 2,000 feet per hour.  The Chickasaw's faster lay  rate  is
even  more  significant during the winter months, when  pipelay  operations
must  be  suspended frequently because of adverse weather conditions.   The
Chickasaw's  faster installation rate allows much more  progress,  or  even
completion of a project, with fewer costly weather delays.  The reel method
reduces  labor costs by permitting much of the welding, x-raying,  coating,
and  testing  to be accomplished onshore, where labor costs  are  generally
lower  than comparable labor costs offshore.  This method also enables  the
Company to perform a substantial portion of its work onshore, a more stable
and safer work environment.

      The current upgrade of the Hercules includes a reel system similar in
design  to  the  Chickasaw's,  but  with much  greater  capacity.   Current
engineering  indicates  that when completed,  the  Hercules  reel  will  be
capable  of spooling 83 miles of 6 5/8 inch diameter pipe, 23 miles  of  12
3/4  inch  diameter  pipe,  or 11 miles of 18  inch   diameter  pipe.   The
Hercules will also be capable of providing pipelay services to 8,000  feet.
To  facilitate the spooling capabilities of the Hercules, the  Company  has
begun construction of a new spool base and barge slips facility in Carlyss,
Louisiana.

      In addition to its pipelay services, the Company believes that it has
the  equipment  and expertise necessary for its customers  to  comply  with
regulations of the United States Department of Interior Minerals Management
Service  ("MMS")  that require all offshore oil and gas  pipelines  greater
than  8 3/4 inches in diameter located in water depths of 200 feet or  less
to be buried three feet below the sea floor.  Regulations also require that
these  pipelines  be periodically inspected, repaired, and,  if  necessary,
reburied.   Inspection  requires  extensive  diving  services,  and  rebury
requires either hand-jetting by divers or use of one of the Company's large
jet  sleds  and  a  bury barge.  With the acquisition  of  Norman  Offshore
Pipelines,  Inc. in fiscal 1997, the Company obtained the Mudbug technology
and  patents.  The Mudbug is used to simultaneously lay and bury pipelines,
a  significant  competitive  advantage over the conventional  method  which
requires a second trip over the pipeline with the barge to bury the pipe.

Derrick Services

      All  23 of the Company's barges are equipped with cranes designed  to
lift  and  place  platforms,  structures, or equipment  into  position  for
installation.   In  addition, they can be used to  disassemble  and  remove
platforms  and prepare them for salvage or refurbishment.  The Hercules  is
equipped  to make lifts up to 2,000 tons.  During fiscal 1998, the  Company
performed derrick services in the Gulf of Mexico and offshore West  Africa.
The  Company  expects  demand for Gulf of Mexico  abandonment  services  to
increase  as more platforms are removed due to MMS regulations relating  to
the  abandonment of wells and removal of platforms.  According to  MMS,  at
the  end of 1998 there were approximately 3,856 platforms in Federal waters
of the Gulf of Mexico.

     In May 1995, Global and Halliburton Energy Services signed an alliance
agreement to offer a total package of abandonment services to oil  and  gas
operators  in  the  Gulf of Mexico.  The alliance, named Total  Abandonment
Services ("TAS"), performs all facets of the abandonment process, including
engineering,  project management, wellbore plug and abandonment,  structure
removal and site clearance.

Diving Services

     Demand for diving services covers the full life of an offshore oil and
gas  property,  including supporting exploration and  drilling,  installing
pipelines  for  production and transportation, periodic inspection,  repair
and  maintenance of fixed platforms and pipelines and, ultimately,  salvage
and  site  clearance.  The Company's pipelay and derrick operations  create
large  captive demand for deepwater diving services, for which  divers  are
more  highly  compensated, and which enables the  Company  to  attract  and
retain qualified and experienced divers.  In fiscal 1998, approximately 58%
of  the  Company's diving services were performed for subsidiaries  of  the
Company compared to 54% in fiscal 1997.

      The  MMS  requires  that all offshore structures have  extensive  and
detailed inspections for corrosion, metal thickness, and structural  damage
every five years.  As the age of the offshore infrastructure increases, the
Company  anticipates that demand for inspections and repairs will increase.
MMS  regulations  require platforms to be promptly removed once  production
ceases and that the site be restored to meet stringent standards.

      For  diving projects involving long-duration deepwater and ultra deep
dives  to  1,500  feet,  the Company uses saturation diving  systems  which
maintain  an  environment for the divers at the subsea  water  pressure  at
which  they  are  working  until the job is completed.   Saturation  diving
permits  divers to make repeated dives without decompressing, which reduces
the time necessary to complete the job and reduces the divers' exposure  to
the  risks  associated with frequent decompression.  Two of  the  Company's
largest   saturation  diving  systems   are  capable  of   maintaining   an
environment  simulating subsea water pressures to 1,500 feet.  The  Company
has  recorded the deepest wet working dive in the Gulf of Mexico  at  1,075
feet.

      The  Company believes it has been a leader in the development of many
underwater welding techniques and has more qualified diver/welders  in  the
Gulf of Mexico than any of its competitors.  Welded repairs are made by two
methods,  dry  hyperbaric  welding and  wet  welding.   In  dry  hyperbaric
welding, a customized, watertight enclosure is engineered and fabricated to
fit the specific requirements of the structural joint or pipeline requiring
repairs.   The  enclosure  is  lowered into  the  water,  attached  to  the
structure,  and then the water is evacuated, allowing divers to  enter  the
chamber  and  to perform dry welding repairs.  Wet welding is  accomplished
while divers are in the water, using specialized welding rods.  Wet welding
is  less  costly because it eliminates the need to construct an  expensive,
customized,  single-use  enclosure,  but  historically  often  resulted  in
repairs of unacceptable quality.  The Company believes it has been a leader
in  improving  wet  welding techniques and it has satisfied  the  technical
specifications  for customers' wet welded repairs in water  depths  to  325
feet.   The Company's Research and Development Center is an important  part
of  a  research  and  development consortium led by  the  Company  and  the
Colorado  School  of  Mines that conducts research  on  underwater  welding
techniques  for  major offshore oil and gas operators.   The  Research  and
Development Center includes a hyperbaric facility capable of simulating wet
or dry welding environments for water depths of up to 1,200 feet, where the
specific  metals and water depths are simulated so that the  welds  can  be
performed  and  tested  to assure compliance with the customer's  technical
specifications.

      In December 1996, the Company began diving and ROV operations in Asia
Pacific  through its acquisition of certain assets and business  of  Divcon
International  Pty ("Divcon").  The Sub Sea Acquisition increased  Global's
diving  and  ROV  capacity in that region.  The Sub  Sea  Acquisition  also
established diving and ROV operations for the Company in the Middle East.

Liftboats

      Liftboats,  also  called  "jackup boats", are  self-propelled,  self-
elevating   work   platforms  complete  with  legs,  cranes,   and   living
accommodations.  Once on location, a liftboat hydraulically lowers its legs
until they are seated on the ocean floor and then "jacks up" until the work
platform  is  elevated  above  the  wave  action.   Once  positioned,   the
stability,  open  deck  area, crane capacity, and relatively  low  cost  of
operation makes liftboats ideal work platforms for a wide range of offshore
support  services.   In addition, the capability to reposition  at  a  work
site,  or  to  move to another location within a short time adds  to  their
versatility.  While the Company continues to time charter the liftboats  to
the  offshore  service  industry, it is also using  the  liftboats  in  its
pipeline   construction  and  repair,  platform  installation,  inspection,
maintenance, removal, and diving services.

      In  the  fourth  quarter of fiscal 1998, Global's  liftboat  Kingfish
became partially submerged during rough weather in the Gulf of Mexico.  The
Company has salvaged the vessel and repair has begun.   The Company expects
the Kingfish to be ready for service in the third quarter of fiscal 1999.

      Global  has begun plans for the construction of a new liftboat.   The
Company  projects  the  cost to be approximately $12  million  and  expects
construction to be complete in the first quarter of fiscal 2000.

Customers

      The  Company's  customers are primarily oil  and  gas  producers  and
pipeline  companies  operating  in  the  Gulf  of  Mexico  and  in   select
international  areas.   During fiscal 1998, the Company  provided  offshore
marine construction services to approximately 215 customers.  The Company's
revenues  are  not  dependent  on any one  customer.   Its  largest  single
customer  in any of the three fiscal years ended March 31, 1998,  accounted
for  21% of revenues.  The level of construction services required  by  any
particular  customer  depends  on  the  size  of  that  customer's  capital
expenditure  budget  devoted to construction plans in  a  particular  year.
Consequently, customers that account for a significant portion of  revenues
in  one  fiscal  year may represent an immaterial portion  of  revenues  in
subsequent  fiscal years.  The Company's contracts are typically  of  short
duration, being completed in one to five months.

Competition

      The  offshore  marine  construction industry is  highly  competitive.
Contracts  for  work  in  the Gulf of Mexico are  typically  awarded  on  a
competitive  bid basis with customers usually requesting bids  on  projects
one  to three months prior to commencement.  However, for projects in water
depths  greater  than 1,000 feet, particularly subsea development  projects
and  "turnkey" bids (where the Company is responsible for the project  from
engineering  through  hook-up),  the  elapsed  time  from  bid  request  to
commencement  of  work  may  exceed one year.  The  Company's  professional
marketing  staff  contacts  offshore  operators  known  to  have   projects
scheduled  to  insure that the Company has an opportunity to  bid  for  the
projects.   Most  contracts  are awarded on a fixed-price  basis,  but  the
Company  also  performs  work on a cost-plus or day-rate  basis,  or  on  a
combination  of  such  bases. The Company attempts to  minimize  unexpected
costs  by  excluding  from  its  contract price  the  costs  of  unexpected
difficulties  and  the costs of weather related delays  during  the  winter
months.

     Competition for work in the Gulf of Mexico has historically been based
on  the  location and type of equipment available, ability to  deploy  such
equipment,  the  quality of service, safety, and price.  In  recent  years,
price  has been the most important factor in obtaining contracts;  however,
the  ability  to deploy improved equipment and techniques, to  attract  and
retain skilled personnel, and to demonstrate a good safety record have also
been important competitive factors.

     Competition for deepwater and ultra-deep water projects in the Gulf of
Mexico  is  limited  primarily  to the Company,  J.  Ray  McDermott,  S.A.,
Heerema,   and   Allseas  Marine  Contractors,  S.A,  International.   With
increasing  frequency,  international  competitors  bid  and  compete   for
projects in the Gulf of Mexico. The Company's competitors for shallow water
projects  include many small companies, some operating only one barge,  who
often compete based solely on price.

     Competition for diving or ROV projects in the Gulf of  Mexico and Asia
Pacific  regions  usually involves the Company, Ceanic,  Inc.,  Oceaneering
International, Inc., Cal Dive International, Inc. and a number  of  smaller
competitors.   To  compete  more effectively,  the  Company  has  carefully
developed  its  reputation as a quality diving and ROV contractor  and  has
taken a leading role in developing industry-wide diving safety standards.

      Competition offshore West Africa and the Middle East includes J.  Ray
McDermott,  S.A.,  ETPM, and Saipem.  Smaller, shallow  water,  and  inland
swamp  and  marsh projects may also attract additional West  African  based
competitors and the very large projects may attract North Sea and worldwide
competitors.

Backlog

      As  of  May 31, 1998, the Company's backlog of construction contracts
supported  by written agreements amounted to approximately $175.9  million,
compared  to  the Company's backlog at May 31, 1997, of $51.9 million.  The
Company  does not include in its backlog amounts relating to vessel charter
agreements,  primarily the charters to CCC, or any portion of contracts  to
be  performed  by  CCC,  an unconsolidated subsidiary.  Management  expects
substantially all of its backlog to be performed within twelve months.  The
Company  does  not consider its relative backlog amounts to be  a  reliable
indicator  of future revenues. Most of the Company's projects in  the  past
several  years were awarded and performed within a relatively short  period
of  time.  However,  as  the  Company moves into  deeper  waters  and  into
international  areas  larger  backlog amounts are  expected  because  these
projects have longer lead time and earlier awards.

Government Regulation

      Many aspects of the offshore marine construction industry are subject
to  extensive governmental regulation. In the United States the Company  is
subject  to the jurisdiction of the United States Coast Guard, the National
Transportation  Safety Board and the Customs Service, as  well  as  private
industry  organizations such as the American Bureau of Shipping. The  Coast
Guard and the National Transportation Safety Board set safety standards and
are  authorized  to  investigate vessel accidents  and  recommend  improved
safety  standards, and the Customs Service is authorized to inspect vessels
at will.

     The Company is required by various governmental and quasi-governmental
agencies to obtain certain permits, licenses, and certificates with respect
to  its  operations.  The  kinds  of permits,  licenses,  and  certificates
required  in the operations of the Company depend upon a number of factors.
The  Company  believes  that it has obtained or  can  obtain  all  permits,
licenses, and certificates necessary to the conduct of its business.

      In  addition, the Company depends on the demand for its services from
the oil and gas industry and, therefore, the Company's business is affected
by laws and regulations, as well as changing taxes and policies relating to
the  oil  and  gas  industry generally. In particular, the exploration  and
development  of  oil  and gas properties located on the  Outer  Continental
Shelf of the United States is regulated primarily by the MMS.

      The  operations of the Company also are affected by numerous federal,
state,  and  local  laws  and regulations relating  to  protection  of  the
environment,  including, in the United States, the Outer Continental  Shelf
Lands  Act,  the Federal Water Pollution Control Act of 1972, and  the  Oil
Pollution  Act  of  1990.  The technical requirements  of  these  laws  and
regulations are becoming increasingly complex and stringent, and compliance
is becoming increasingly difficult and expensive. However, the Company does
not believe that compliance with current environmental laws and regulations
is  likely  to have a material adverse effect on the Company's business  or
financial  statements.  Certain  environmental  laws  provide  for  "strict
liability"  for remediation of spills and releases of hazardous  substances
and  some provide liability for damages to natural resources or threats  to
public   health  and  safety.  Sanctions  for  noncompliance  may   include
revocation  of permits, corrective action orders, administrative  or  civil
penalties,  and criminal prosecution. The Company's compliance  with  these
laws  and  regulations has entailed certain changes in operating procedures
and  approximately $200,000 in expenditures in fiscal 1998. It is  possible
that changes in the environmental laws and enforcement policies thereunder,
or  claims  for  damages to persons, property, natural  resources,  or  the
environment  could  result  in substantial costs  and  liabilities  to  the
Company.  The  Company's insurance policies provide liability coverage  for
sudden  and  accidental  occurrences  of  pollution  and/or  clean-up   and
containment  of  the  foregoing in amounts which the Company  believes  are
comparable to policy limits carried in the marine construction industry.

      Because the Company engages in certain activities that may constitute
"coastwise trade" within the meaning of federal maritime regulations, it is
also  subject  to  regulation by the United States Maritime  Administration
(MARAD),  Coast Guard, and Customs Services. Under these regulations,  only
vessels owned by United States citizens that are built and registered under
the laws of the United States may engage in "coastwise trade." Furthermore,
the foregoing citizenship requirements must be met in order for the Company
to  continue to qualify for financing guaranteed by MARAD, which  currently
exists  with respect to certain of its vessels. Certain provisions  of  the
Company's Articles of Incorporation are intended to aid in compliance  with
the foregoing requirements regarding ownership by persons other than United
States citizens.

Factors   Influencing  Future  Results  and  Accuracy  of   Forward-Looking
Statements

      In  this Annual Report and in the normal course of its business,  the
Company, in an effort to help keep its shareholders and the public informed
about the Company's operations, may from time to time issue or make certain
statements,  either  in  writing or orally, that are  or  contain  forward-
looking  statements, as that term is defined in the U.S. federal securities
laws.  Generally, these statements relate to business plans or  strategies,
projected  or anticipated benefits or other consequences of such  plans  or
strategies, projected or anticipated benefits from acquisitions made by  or
to  be  made by the Company, or projections involving anticipated revenues,
earnings,  or  other  aspects  of operating results.  The  words  "expect,"
"believe," "anticipate," "project," "estimate," and similar expressions are
intended  to  identify  forward-looking statements.  The  Company  cautions
readers  that  such statements are not guarantees of future performance  or
events  and  are subject to a number of factors that may tend to  influence
the  accuracy  of  the  statements  and  the  projections  upon  which  the
statements  are based, including but not limited to those discussed  below.
As  noted  elsewhere in this report, all phases of the Company's operations
are subject to a number of uncertainties, risks, and other influences, many
of which are outside the control of the Company, and any one of which, or a
combination of which, could materially affect the results of the  Company's
operations  and  whether forward-looking statements  made  by  the  Company
ultimately prove to be accurate.

      The  following discussion outlines certain factors that could  affect
the Company's consolidated results of operations for fiscal 1999 and beyond
and  cause  them to differ materially from those that may be set  forth  in
forward-looking statements made by or on behalf of the Company.

No Assurance of Successful Management and Maintenance of Growth

       The   Company   has  experienced  rapid  growth,   largely   through
acquisitions.  The Company's future financial results and prospects  depend
in  large  part  on  its  ability to successfully manage  and  improve  the
operating  efficiencies and productivity of these acquired  operations  and
assets.  In  particular,  whether  the  anticipated  benefits  of  acquired
operations  and assets are ultimately achieved will depend on a  number  of
factors,   including   the  ability  of  combined  companies   to   achieve
administrative cost savings, general economies of scale, and the ability of
the  Company,  generally,  to capitalize on its  combined  asset  base  and
strategic  position. Moreover, the ability of Global to  continue  to  grow
will depend on a number of factors, including competition, availability  of
attractive   acquisition  opportunities,  ability  to  obtain  and   retain
necessary  personnel,  availability of  working  capital,  and  ability  to
maintain margins.

Dependence on Activity in the Oil and Gas Industry

      The  demand  for the Company's construction services depends  on  the
condition  of  the  oil  and  gas industry, and  particularly  the  capital
expenditures  of  oil and gas companies in the Gulf of Mexico  and  in  the
other  regions  it  serves. These capital expenditures  are  influenced  by
prevailing oil and gas prices, expectations about future prices,  the  cost
of  exploring  for,  producing, and delivering oil and gas,  the  sale  and
expiration dates of offshore leases in the United States and overseas,  the
discovery  rate  of new oil and gas reserves in offshore areas,  local  and
international political and economic conditions, and the ability of oil and
gas  companies to access or to generate capital. In recent years,  oil  and
natural  gas  prices  and  the level of offshore drilling  and  exploration
activity have been extremely volatile. A prolonged decline in such activity
could  have  a  material  adverse  effect on  the  Company's  revenues  and
profitability.

Operating Risks

      Offshore construction involves a high degree of operational risk  and
is  increasingly dependent on large, expensive, special purpose vessels and
equipment.   Hazards,  such  as  vessels  capsizing,  sinking,   grounding,
colliding,  and  sustaining  damage  from  severe  weather  conditions  are
inherent in offshore operations. These hazards can cause personal injury or
loss  of  life, severe damage to and destruction of property and equipment,
pollution or environmental damage, and suspension of operations. Litigation
arising from such an occurrence may result in the Company being named as  a
defendant  in  lawsuits asserting large claims. The Company maintains  such
insurance protection as it deems prudent, including hull insurance  on  its
vessels.  There  can  be  no  assurance that any  such  insurance  will  be
sufficient  or effective under all circumstances or against all hazards  to
which the Company may be subject.  A successful claim for which the Company
is  not  fully insured could have a material adverse effect on the Company.
Moreover,  no  assurance  can be given that the Company  will  be  able  to
maintain  adequate  insurance in the future  at  rates  that  it  considers
reasonable.

International Operations

      International operations accounted for approximately 25% and  33%  of
the  Company's  revenues and operating income, respectively, during  fiscal
1997  and approximately 23% and 10%, respectively, during fiscal 1998. With
the  CCC,  Divcon, and Sub Sea acquisitions and the possible relocation  of
certain  vessels to international markets, the percentage of the  Company's
revenues and operating income that is derived from international operations
may  increase.  The Company's international operations  are  subject  to  a
number  of  risks inherent in any business operating in foreign  countries,
including  political,  social  and economic instability,  potential  vessel
seizure, nationalization of assets, currency restrictions and exchange rate
fluctuations,  nullification, modification or renegotiation  of  contracts,
import-export   quotas,  and  other  forms  of  public   and   governmental
regulation,   all  of  which  are  beyond  the  control  of  the   Company.
Historically, the Company's operations have not been affected materially by
such  conditions  or events, but as the Company's international  operations
expand,  the exposure to these risks will also increase. Additionally,  the
ability of the Company to compete in international markets may be adversely
affected  by  foreign governmental regulations that favor  or  require  the
awarding  of  contracts  to local contractors, or by regulations  requiring
foreign  contractors to employ citizens of, or purchase  supplies  from,  a
particular  jurisdiction. Furthermore, the Company's  foreign  subsidiaries
may  face  governmentally imposed restrictions from time to time  on  their
ability to transfer funds to the Company.  No predictions can be made as to
what   foreign  governmental   regulations  applicable  to  the   Company's
operations  may  be enacted in the future.  Although it  is  impossible  to
predict the nature and the likelihood of any events of these types, if such
an  event  should  occur, it could have a material adverse  effect  on  the
Company's financial condition and results of operations.

      During  fiscal  1998, the Asia Pacific region experienced  widespread
currency devaluation in relation to the United States Dollar. The change in
exchange rates had no significant impact on reporting the financial results
of  the region. However, if the Company settles intercompany balances  from
the  region  or sells or liquidates part of a business in the  region,  the
Company may recognize significant losses on such transactions.

Dependence on Significant Customers and Vessels

      As  construction  activity moves into deeper water  in  the  Gulf  of
Mexico,  construction  projects tend to be larger  and  more  complex  than
shallow water projects. As a result, the Company's revenues and profits are
increasingly  dependent  on  a  smaller  number  of  contracts  with  fewer
customers  and  on  its  large  barges, including  the  Chickasaw  and  the
Hercules.  In  each  of  the  last three fiscal  years,  one  customer  has
accounted  for 12% or more of the Company's revenues, and the  Company  has
derived  an average of 9% of its annual revenues from pipeline construction
services  employing the Chickasaw. While the Company currently insures  its
vessels,  including the Chickasaw and the  Hercules, against property  loss
due  to  a  catastrophic marine disaster, mechanical failure, or collision,
the  loss of the Chickasaw, the Hercules, or another of the Company's large
barges  as a result of such an event, or the loss of a significant customer
due  to a sustained decline in deepwater pipelay activities, or competitive
factors,  could result in a substantial loss of revenues, increased  costs,
and  other  liabilities  and  could have material  adverse  effect  on  the
Company's operating performance.

Risks of Acquisition Strategy

      The Company's growth strategy has emphasized the acquisition of other
offshore  marine  construction businesses and  assets.   There  can  be  no
assurance,  however, that the Company will be able to continue to  identify
attractive acquisition opportunities, obtain financing for acquisitions  on
satisfactory  terms,  or  acquire  identified  targets.  In  addition,   no
assurance  can be given that the Company will be successful in  integrating
acquired businesses into its existing operations, and such integration  may
result in unforeseen operational difficulties or require a disproportionate
amount  of  management's attention. Future acquisitions may result  in  the
incurrence  of  additional indebtedness or the issuance  of  Common  Stock.
Furthermore,  there  can be no assurance that competition  for  acquisition
opportunities  in  the industry will not escalate, thereby  increasing  the
cost  to  the Company of making further acquisitions or causing the Company
to refrain from making further acquisitions.

Vessel Construction

      Delays  in  completion of vessel construction and  upgrades  are  not
uncommon  and  vessel construction involves various other  risks  including
increases   in  costs  due  to  unforeseen  circumstances  or  changes   in
governmental regulations and contract disputes with the contractor. To  the
extent  that  the  Company's strategy relies upon the construction  of  new
vessels  and  significant modifications of existing vessels, implementation
of that strategy will be subject to such risks.

Seasonality

     Although the Company continues to expand its international operations,
approximately  77% of  the Company's revenues in fiscal 1998  were  derived
from  work  performed  in  the Gulf of Mexico.  The  offshore  construction
industry  in the Gulf of Mexico is highly seasonal as a result  of  weather
conditions and the timing of capital expenditures by oil and gas companies.
Historically,  a  substantial portion of the Company's  services  has  been
performed  during the period from June through November.  As  a  result,  a
disproportionate  amount of the Company's revenue, gross  profit,  and  net
income  has  historically  been  earned during  the  second  (July  through
September)  and  third (October through December) quarters  of  its  fiscal
year.   Because of seasonality, full year results are not likely  to  be  a
direct  multiple of any particular quarter or combination of quarters.  For
example,  weighted average revenues earned, gross profit,  and  net  income
contributed during the second and third quarters of each of the past  three
fiscal  years  were  58%,  60%,  and 61%, respectively.  See  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Contract Bidding  Risks

     Due to the nature of the offshore construction industry, a significant
portion of the Company's projects are performed on a fixed-price basis. The
revenue,  costs,  and gross profit realized on a contract will  often  vary
from the estimated amount because of changes in offshore job conditions and
variations in labor and equipment productivity from the original estimates.
In  addition, during the summer construction season, the Company  typically
bears  the risk of delays caused by adverse weather conditions, other  than
for  "named storms." These variations and the risks inherent in the  marine
construction  industry  may result in reduced profitability  or  losses  on
projects.

Percentage-of Completion Accounting

      Most of the Company's contracts are completed within 30 days of being
awarded;  however,  because  the Company's revenues  are  recognized  on  a
percentage-of-completion basis, based on the ratio of costs incurred to the
total  estimated  costs at completion, revenues and  gross  profits  for  a
project  may  be  adjusted  in  subsequent  reporting  periods  from  those
originally  reported in prior periods. To the extent that these adjustments
result  in  a reduction or elimination of previously reported profits,  the
Company  would  recognize a charge against current  earnings  that  may  be
significant  depending on the size of the project or the  adjustment.   See
the  Consolidated Financial Statements and Notes thereto included elsewhere
herein.

Dependence on Key Personnel; Hiring and Retention of Employees

     The Company's success depends on the continued active participation of
William  J.  Dore', the Company's founder, Chairman of the Board, President,
and  Chief  Executive Officer, and certain of the Company's other  officers
and  key operating personnel. The loss of the services of any one of  these
persons  could  have  a  material  adverse  effect  on  the  Company.   See
"Executive Officers of Registrant."

      The  market for skilled workers to meet the Company's expanding needs
has  become  increasingly  tight during the last  year  as  the  growth  in
offshore  exploration  and international expansion  among  exploration  and
production  companies, drillers, and oil field service firms has continued.
The  availability  and  costs of skilled labor as  well  as  the  Company's
ability to retain its current employees as competitors and other businesses
increase  their efforts to hire skilled workers could adversely impact  the
Company's   ability   to  continue  to  expand  its  operations   and   its
profitability.

Substantial Control by Principal Shareholder

      William J. Dore', Chairman of the Board, President and Chief Executive
Officer,  beneficially owns approximately 29.9% of the  outstanding  Common
Stock.  As a result, Mr. Dore' is able to exercise substantial influence  on
the  outcome of certain matters requiring a shareholder vote, including the
election of directors. This may have the effect of delaying, deferring,  or
preventing a change in control of the Company.




Competition

      The  Company's business is highly competitive. Offshore  construction
companies operating in the Gulf of Mexico and in the international  regions
where  the  Company  operates  compete intensely  for  available  projects.
Contracts for the Company's services are generally awarded on a competitive
bid  basis,  and  while  customers may consider, among  other  things,  the
availability  and  capabilities  of  equipment,  and  the  reputation   and
experience of the contractor, intense price competition is a primary factor
in  determining  which  qualified contractor is awarded  the  job.  As  the
Company increases the portion of its operations conducted in deeper  waters
and  internationally,  it is encountering additional competitors,  many  of
whom  have greater experience than the Company in such markets. Several  of
the  Company's  competitors and potential competitors are larger  and  have
greater  financial  and  other resources than  the  Company.  In  addition,
increased  activity  levels in the Gulf of Mexico  may  attract  additional
competitors and equipment to the Gulf of Mexico market.

Regulatory and Environmental Matters

      The  Company's vessels and operations are subject to and affected  by
various  types  of  governmental regulation,  including  numerous  federal,
state,  and local environmental protection laws and regulations, which  are
becoming increasingly complex, stringent, and expensive.  Significant fines
and  penalties may be imposed for non-compliance, and certain environmental
laws  impose joint and several "strict liability" for remediation of spills
and  releases of oil and hazardous substances rendering a person liable for
environmental damage, without regard to negligence or fault on the part  of
such  person. Such laws and regulations may expose the Company to liability
for  the  conduct  of or conditions caused by others, or for  acts  of  the
Company  that were in compliance with all applicable laws at the time  such
acts  were  performed.  The Company does not believe that  compliance  with
current  environmental laws or regulations is likely  to  have  a  material
adverse effect on the Company's business or financial condition.

Limitation on Foreign Ownership

      The  Company's Articles of Incorporation contain limitations  on  the
percentage  of  outstanding  Common  Stock  and  other  classes  of  voting
securities that can be owned by persons who are not United States  citizens
within  the meaning of certain statutes relating to the ownership of United
States  flagged vessels.  At present, applying the statutory  requirements,
the  Articles  of  Incorporation  would  prohibit  more  than  23%  of  the
outstanding  Common  Stock from being owned by persons  other  than  United
States  citizens.  The  restrictions imposed by the Company's  Articles  of
Incorporation   may   at  times  preclude  United  States   citizens   from
transferring  their  Common  Stock  to persons  other  than  United  States
citizens.  This may restrict the available market for resale of  shares  of
Common Stock and for the issuance of shares by the Company.

Patents

      The  Company  owns or is the licensee of a number of patents  in  the
United  States  and Great Britain.  The Company relies on a combination  of
patents and trade secrets to protect its proprietary technologies.  In  the
1987  acquisition of Sea-Con Services, Inc. pipelaying assets, the  Company
acquired  the  patents to certain pipe burying technology and an  exclusive
license to certain wet welding technology.  Patents under which the Company
is  a non-exclusive licensee protect certain features of the Chickasaw, and
the  Company's  portable reels. In the fiscal 1997  acquisition  of  Norman
Offshore  Pipelines, Inc. the Company acquired the patents to certain  pipe
burying  technology, called the Mudbug, which permits pipelay and  bury  to
complete  in  a single pass. The licenses continue until the expiration  of
the  underlying  patents, which will occur at various  times  to  2007.  In
addition, the Company has developed certain proprietary underwater  welding
techniques and materials.
      The  Company  believes  that its customer relationships,  reputation,
technical  knowledge, experience, and quality equipment are more  important
to  its  competitive position than its patents and licenses. The  Company's
business is not materially dependent on any one or more of its licenses  or
patents,  although  the  loss  of license  or  patent  protection  for  the
Company's reel barge, its seaplow, or its pipeburying technology could have
a material adverse effect on the Company's competitive position.

Employees

     The Company's work force varies based on the Company's workload at any
particular time. During fiscal 1998 the number of Company employees  ranged
from a low of 1,132 to a high of 1,580, and as of May 31, 1998, the Company
had  1,563  employees.  None of the Company's employees are  covered  by  a
collective bargaining agreement. The Company believes that its relationship
with its employees is satisfactory.  In addition, many workers are hired on
a contract basis and are available to the Company on short notice.


ITEM 2.  PROPERTIES

      The Company owns a fleet of 23 construction barges, 22 liftboats,  24
DSVs  and  OSVs, and six other support vessels. Nineteen of  the  Company's
construction  barges (including the Hercules currently  being  upgraded  to
include  pipelay capability) are designed to perform more than one type  of
construction  project which enables these combination barges to  sustain  a
higher  utilization  rate. A listing of the Company's  significant  vessels
along with a brief description of the capabilities of each is presented  on
page 17.

      The Company acquired the Hercules, a 400-foot barge with a 2,000  ton
crane capable of performing revolving lifts up to approximately 1,600 tons,
for  $10.9 million in late November, 1995. The Company began an upgrade  of
the Hercules into a combination heavy lift and deepwater pipelay vessel  in
November  1996.   Scheduled completion for conventional  pipelay  and  reel
pipelay  capabilities  is June 1998 and December 1998,  respectively.   The
current estimated costs of the full upgrade is $104.0 million.

      In addition to the dedicated pipelay reel on the Chickasaw, which has
a  capacity ranging from 45 miles of 4.5-inch diameter pipe to 3.8 miles of
12.75-inch  diameter  pipe, the Company owns four portable  pipelay  reels,
which  can  be mounted on the deck of its barges for pipelay  by  the  reel
method or used as additional capacity on the Chickasaw. The upgrade of  the
Hercules  includes a reel system similar in design to the Chickasaw's,  but
with   much  greater  capacity.   Based  upon  current  engineering,   when
completed, the Hercules reel will be capable of spooling up to 83 miles  of
6  inch diameter pipe, 23 miles of 12 inch diameter pipe, or 11 miles of  18
inch  pipe. The Company owns and operates two bury plows, which are capable
of  burying pipe up to 18 inches in diameter, and four jetting sleds, which
are capable of burying pipe up to 36 inches in diameter, and three Mudbugs,
for burying pipe simultaneous with the pipeline installation.

      Global's Pioneer is a SWATH (Small Waterplane Area Twin Hull)  vessel
that  provides support services in water depths to 8,000 feet.  Use of  the
Pioneer  design  reduces  weather  sensitivity,  allowing  the  vessel   to
continue  operating in up to 12 foot seas and remain on site in  up  to  20
foot  seas.   The  vessel is able to install, maintain, and service  subsea
completions,  has  saturation  diving capabilities,  and  is  equipped  for
abandonment  operations, pipeline installation support, and other  services
beyond  the capabilities of conventional DSVs.  The Pioneer's current  base
is the Gulf of Mexico.

      During  fiscal  1998,  the  major assets  acquired  in  the  Sub  Sea
Acquisition  included three construction barges, four  liftboats,  and  one
dive support vessel based in the United States, four support vessels in the
Middle  East,  and  support vessels and remotely operated vehicles  ("ROV")
based in Asia Pacific.  Also during fiscal 1998, the Company purchased  the
Seminole (formerly the GAL 900), a 440 foot long self-propelled combination
pipelay  and derrick barge.  The Seminole's current base is in  the  Middle
East.

      In  April  1998,  the  Company again added  to  its  fleet  with  the
acquisition of the pipelay/derrick barges DLB 332 (Teknik Perdana) and  DLB
264  (Teknik  Padu) from TL Marine Sdn. Bhd. The purchase price  was  $47.3
million. The DLB 332 is 352 feet by 100 feet, has an 800 ton lift capacity,
and  is capable of being outfitted to lay up to 60 inch diameter pipe.  The
DLB  264  is 400 feet by 100 feet, has an 1,100 ton lift capacity,  and  is
capable of laying up to 60 inch diameter pipe.  Asia Pacific is the current
base for these two vessels.

       The  Company  operates  22  liftboats,  16  acquired  in  1994,  two
constructed  in  fiscal 1997 and four included in the Sub Sea  acquisition.
Liftboats  are self-propelled, self-elevating vessels which can efficiently
support  offshore construction and other services, including  dive  support
and  salvage  operations  in water depths up to 180  feet.   The  liftboat,
Kingfish is currently out of service for repairs but is expected to be back
in service during the third quarter of fiscal 1999.

      All of the Company's barges and vessels are owned by the Company, and
seven  are  subject  to ship mortgages.  See "Management's  Discussion  and
Analysis  of Financial Condition and Results of Operations - Liquidity  and
Capital   Resources."   Under  governmental  regulations,   the   Company's
insurance  policies,  and certain of the Company's financing  arrangements,
the  Company  is required to maintain its barges and vessels in  accordance
with standards of seaworthiness and safety set by government regulations or
classification  organizations.  The Company  maintains  its  fleet  to  the
standards for seaworthiness, safety, and health set by the American  Bureau
of  Shipping.

      The Company also owns 11 operational saturation diving systems.   One
of the units is installed in the New Iberia Research and Development Center
and  used to support welding research as well as offshore operations.   The
Company's  saturation  systems  range in capacity  from  four  to  fourteen
divers.   Two of the saturation systems are capable of supporting dives  as
deep  as  1,500 feet. Each saturation system consists of a diving bell  for
transporting  the divers to the sea floor and pressurized living  quarters.
The  systems have surface controls for measuring and mixing the specialized
gasses  that  the  divers breathe and connecting hatches for  entering  the
diving bell and providing meals and supplies to the divers.

      In  the  normal course of its operations, the Company also leases  or
charters other vessels, such as tugboats, cargo barges, utility boats,  and
dive support vessels.

      The  Company's  corporate  headquarters  are  located  in  Lafayette,
Louisiana, in an office building of approximately 27,800 square feet  owned
by  the  Company.   In  addition, the Company has a  training  facility  of
approximately  4,000 square feet on approximately 25  acres  of  land  just
south  of  Lafayette,  which  are leased through  December  1998  from  the
Company's  principal  shareholder, Mr. William J. Dore'.   The  lease  also
includes  an  office building of approximately 10,000  square  feet  and  a
storage facility of approximately 7,000 square feet.

      The  Company leases approximately 44,950 square feet of office space  in
Houston,   Texas.    The   offices  house  the   Company's   international,
engineering,   and   marketing  headquarters,  and   other   administrative
functions.  The lease expires in 2003.

      The  Company  owns  approximately 65  acres  of  land  on  the  Houma
Navigational   Channel  near  Houma,  Louisiana,  which   serves   as   the
headquarters for the Company's pipeline and derrick services and includes a
facility  for welding, coating, testing, and handling increments of  1,700-
foot  continuous  lengths of pipe for spooling the Chickasaw.  The  Company
purchased this property in June 1998, pursuant to a lease agreement.

      The  Company also leases approximately 32 acres in Amelia, Louisiana,
which   serves  as  the  operations  facility  for  the  Company's  derrick
operations.   The facility has bulkheaded water frontage for the  Company's
derrick barges.  The lease for this facility expires in April 1999.

      The  Company's  diving, special services, coastal and  transportation
operations  are  headquartered on approximately 36 acres  at  the  Port  of
Iberia,  near  New  Iberia,  Louisiana, owned by  the  Company.  Additional
bulkheads,  work shops, storage space and offices were added during  fiscal
1996  to  this facility which provides direct access to the Gulf of  Mexico
for  the  Company's  liftboat  and dive support  vessels.  The  New  Iberia
location  includes  the  Company's Research and Development  Center,  which
houses  a  hyperbaric  welding  facility  and  a  conference  and  training
facility.

      The  Company   also  leases an office in New Orleans,  Louisiana  and
leases  other offices and facilities for support of its operations in  West
Africa, the Middle East, and Asia Pacific.

     The Company owns 625 acres near Carlyss, Louisiana and is constructing
a  deepwater  support facility and pipebase.  When completed, the  location
will  serve  as  the  headquarters of the Company's  offshore  construction
operations.   The facility will be capable of accommodating  the  Company's
deep-waterdraft vessels and pipe-spooling for the Chickasaw  and  Hercules.
The  Company plans to replace the existing facilities in Houma and  Amelia,
Louisiana with the Carlyss facility.  Estimated completion is in the second
quarter  of  fiscal 2000 at a total cost of approximately $37 million,  $28
million of which has been financed with Port Improvement Revenue Bonds.




                          Global Industries, Ltd.
              Listing of Construction Barges and Swath Vessel

<TABLE>
<CAPTION>                                     
                                                    Pipelay
                                          Derrick  Max    Max
                                            Max.   Pipe  Water Calendar Living     
                                     Length Lift   Dia.  Depth   Year   Quarter
                 Vessel Type         (Feet)(Tons)(Inches)(Feet)Acquired Capacity
                 -----------        ------------------------------------------- 
Construction 
 Barges:
<S>              <C>                   <C> <C>     <C>    <C>    <C>    <C> 
Seminole         Pipelay/derrick       424   800   48.00  1,500  1997   220   
Comanche         Pipelay/derrick       400 1,000   48.00  1,500  1996   223
Shawnee(1)       Pipelay/derrick       400   860   48.00  1,500  1996   272
Hercules(2)      Derrick               400 2,000      --     --  1995   191
Iroquis(1)(3)(5) Pipelay/derrick       400   250   60.00  1,000  1997   259
Cheyenne         Pipelay/bury/derrick  350   800   36.00  1,500  1992   190
DB-3             Derrick               350   800      --     --  1992   100
Cherokee         Pipelay/derrick       350   925   36.00  1,500  1990   183
Sara Maria(6)    Derrick/accommodation 350   550      --     --  1996   100
Mohawk(1)        Pipelay/bury/derrick  320   600   48.00    700  1996   200
Seneca(1)(4)(5)  Pipelay/bury          290   150   42.00  1,000  1997   126
Chickasaw        Pipelay reel/derrick  275   160   12.75  6,000  1990    70
Delta 1          Pipelay/bury/derrick  270    25   14.00    200  1996    70
Tonkawa          Derrick/bury          250   175      --    400  1990    73
Sea Constructor  Pipelay/bury/derrick  250   200   24.00    400  1987    75
Navajo           Pipelay/derrick       240   150   10.00    600  1992   129
SubSea 
  Contructor(5)  Pipelay/bury          240   150   16.00    150  1997    64
G/P 37           Pipelay/bury/derrick  188   140   16.00    300  1981    58
Pipeliner V      Pipelay/bury/derrick  180    25   14.00    200  1996    60
G/P 35           Pipelay/bury/derrick  164   100   16.00    200  1978    46
Mad II           Pipelay/bury/derrick  135    45   22.00     50  1975    33
DLB 332(7)       Pipelay/derrick       351   750   60.00  1,000  1998   208
DLB 264(7)       Pipelay/derrick       397 1,000   60.00  1,000  1998   220

SWATH Vessel:
Pioneer          Multi-task            200    50      --     --  1996    57

</TABLE>
                                     
(1) Currently chartered to CCC.
(2) Currently  being  equipped for conventional and reel  method  pipelay.
    Completion  for  conventional  pipelay    scheduled  for  June   of   1998.
    Completion for reel method pipelay scheduled for December of 1998.
(3) Formerly, DLB 323.
(4) Formerly, LB 278.
(5) Acquired  as  part  of  the  acquisition  of  assets  from  Sub  Sea
    International, Inc.
(6) Owned and operated by CCC.
(7) Acquired April 1998 subsequent to fiscal year end.


ITEM 3.  LEGAL PROCEEDINGS

     The Company's operations are subject to the inherent risks of offshore
marine  activity  including accidents resulting in  the  loss  of  life  or
property,  environmental mishaps, mechanical failures, and collisions.  The
Company  insures  against  these risks at levels consistent  with  industry
standards.   The Company believes its insurance should protect it  against,
among  other things, the cost of replacing the total or constructive  total
loss  of  its  vessels.   The Company also carries  workers'  compensation,
maritime  employer's  liability,  general liability,  and  other  insurance
customary in its business.  All insurance is carried at levels of  coverage
and deductibles that the Company considers financially prudent.

      The  Company's services are provided in hazardous environments  where
accidents  involving catastrophic damage or loss of life could result,  and
litigation arising from such an event may result in the Company being named
a  defendant in lawsuits asserting large claims.  To date, the Company  has
only  been  involved in one such catastrophic occurrence  when  a  platform
owned  by  a  customer  exploded  while the Company  was  doing  underwater
construction  work.  The settlements related to the accident  totaled  more
than  $23.0  million,  but  the  Company's  uninsured  expenditure  on  the
settlements was insignificant. Although there can be no assurance that  the
amount of insurance carried by Global is sufficient to protect it fully  in
all  events, management believes that its insurance protection is  adequate
for  the  Company's business operations.  A successful liability claim  for
which  the  Company  is  underinsured or uninsured could  have  a  material
adverse effect on the Company.

     The Company is involved in various routine legal proceedings primarily
involving claims for personal injury under the General Maritime Laws of the
United States and Jones Act as a result of alleged negligence.  The Company
believes  that  the  outcome of all such proceedings,  even  if  determined
adversely,  would  not have a material adverse effect on  its  business  or
financial statements.

      In  the first quarter of fiscal 1998, the Company filed a demand  for
arbitration  of  its  disputes  with a shipyard.   The  demand  concerns  a
contract  for modification and conversion of the Hercules.  The arbitration
demand  includes disputes over the claims and change orders for extra  work
by the shipyard.  The Company is seeking damages approximating $4.0 million
for  the  shipyard's failure to perform the work timely.  The shipyard  has
filed  a  counterclaim seeking an additional $5.0 million for the  original
contract  and change order work, and approximately $4.0 million in  damages
for  unabsorbed  overhead, disruption, delay, and  post-termination  costs.
The Company does not believe the shipyard's claims are valid and intends to
vigorously defend against them and seek recovery of all amounts that it may
recover.  Management does not believe that the ultimate resolution  of  the
claims  will  have a material adverse impact on the Company's  consolidated
financial  statements.   However, the dispute has  resulted  in  delays  in
completion   of   the   modification  and  reconstruction   and   increased
expenditures for the completion.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM (Unnumbered).  EXECUTIVE OFFICERS OF THE REGISTRANT

     (Provided pursuant to General Instruction G)

      All  executive officers named below, in accordance with the  By-Laws,
are  elected  annually  and hold office until a  successor  has  been  duly
elected and qualified.  The executive officers of the Company as of June 1,
1998, follow:

Name                  Age                 Position
                                              
William J. Dore'      55       Chairman of the Board of Directors,
                               President and Chief Executive Officer
James J. Dore'        44       Vice President, Global Industries
                               Offshore, Diving and Special Services
R. Clay Etheridge     43       Vice President, Global Offshore
                               International, Operations
Michael J. McCann     51       Vice President, Chief Financial
                               Officer, and Director
Lawrence C. McClure   43       Vice President, Global Industries
                               Offshore, Operations
Andrew L. Michel      55       Vice President, Global Industries
                               Offshore, Deepwater Technology


      Mr. William J. Dore', the Company's founder, has been Chairman of  the
Board of Directors, President, and Chief Executive Officer since 1973.  Mr.
Dore'  has  over  twenty-five years of experience in the diving  and  marine
construction  industry, is a past President of the  Association  of  Diving
Contractors,  and  serves  on  the executive  committee  of  the  Board  of
Directors of the National Ocean Industry Association.  Mr. Dore' also serves
as a director for Noble Drilling Corporation.

     Mr. James Dore', with over seventeen years of service with the Company,
is  Vice  President,  Global  Industries  Offshore  -  Diving  and  Special
Services.   He  held a number of manager positions with responsibility  for
marketing, contracts and estimating, and diving operations.  Mr.  Dore'  was
named  Vice  President,  Marketing in March 1993, Vice  President,  Special
Services  in November 1994 and Vice President, Diving and Special  Services
in February 1996.  Mr. Dore' is the brother of Mr. William J. Dore'.

      Mr.  Etheridge joined the Company in March of 1997 as Vice President,
Global  Offshore  International,  Operations.   He  was  employed  as  Vice
President of Marine Operations for Offshore Pipelines, Inc. from July  1987
until  OPI  was purchased by J. Ray McDermott S.A. at which time he  became
Vice President and General Manager - Far East Division.

      Mr.  McCann  was  named Vice President, Chief Financial  Officer  and
Treasurer  in  February,  1998.  In February,  1998  Mr.  McCann  was  also
appointed  as  a Director of the Company.  He joined the Company  in  July,
1996  as Vice President and Chief Administrative Officer.  Prior to joining
Global,  he served 18 years with Sub Sea International, Inc. where  he  was
most recently the Chief Financial Officer and Controller.

     Mr. McClure joined the Company in January 1989 as Assistant Operations
Manager  and  was  promoted  to Manager of Estimating  and  Engineering  in
February  1992.   In February 1995 he was named Vice President,  Estimating
and   Engineering.    Mr.  McClure  was  named  Vice  President,   Offshore
Construction,  in  February 1996.  Mr. McClure has over eighteen  years  of
experience in the offshore construction business.

      Mr.  Michel  joined the Company as Vice President, Global  Industries
Offshore  -  Deepwater Technology in December 1995 in connection  with  the
Company's  acquisition  of ROV Technologies, Inc. Mr.  Michel  founded  ROV
Technologies in 1986 and served as its only President.  Mr. Michel  has  30
years  of  experience  in  underwater electronics and  remote  intervention
services.


                                  PART II
                                     
ITEM 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
       MATTERS

      The  Company's  common stock is traded on the Nasdaq National  Market
System  under  the  symbol "GLBL".  The following table  presents  for  the
periods indicated, the high and low sales prices per share of the Company's
Common  Stock  (adjusted  to give retroactive effect  for  the  two-for-one
common stock splits effective August 28, 1996 and October 27, 1997).


                         High       Low
                                 
Fiscal Year 1998                 
     First quarter     $ 11.688  $  8.938
     Second quarter      20.688    11.563
     Third quarter       23.500    13.000
     Fourth quarter      21.438    11.375
                                 
Fiscal Year 1997                 
     First quarter     $  8.500  $  5.250
     Second quarter       9.125     6.125
     Third quarter       10.375     7.625
     Fourth quarter      12.938     8.625
                                 



      As  of May 31, 1998, there were approximately 1,026 holders of record
of Common Stock.

     The Company has never paid cash dividends on its Common Stock and does
not  intend  to pay cash dividends in the foreseeable future.  The  Company
currently intends to retain earnings, if any, for the future operation  and
growth  of  its business.  Certain of the Company's financing  arrangements
restrict  the  payment of cash dividends under certain circumstances.   See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."


ITEM 6.  SELECTED FINANCIAL DATA

      The selected financial data presented below for the five fiscal years
ended  March  31,  1998,  should be read in conjunction  with  Management's
Discussion  and Analysis of Financial Condition and Results  of  Operations
and  the  Consolidated  Financial  Statements  and  Notes  to  Consolidated
Financial Statements included elsewhere in this Annual Report.


                                Year Ended March 31,
                    1998(1)    1997     1996      1995     1994
                    -------    ----     ----      ----     ----
                       (in thousands, except per share data)
                                                         
Revenues            $379,901 $229,142 $148,376  $122,704  $80,646
Gross profit         114,656   63,253   41,015    38,072   24,227
Net income            57,303   33,932   20,993    19,355   10,735
Net income per                                       
share (2)(3)
 Basic                  0.63     0.44     0.28      0.28     0.17
 Diluted                0.61     0.42     0.27      0.27     0.17
Weighted average                                       
common shares                                       
outstanding (2)(3)
 Basic                91,110   77,746   75,624    70,343   62,278
 Diluted              93,872   80,747   76,751    70,923   62,611
Total assets (4)     625,367  422,687  202,526   160,228   80,392
Working capital(4)    77,472  103,727   34,264    54,557   23,160
Long-term debt,
total (4)            146,993   43,213   22,192    22,822    2,182
                                                         
________________

     
(1)  On July 31, 1997, the Company acquired certain business operations and
     assets  of Sub Sea International, Inc. and certain of its subsidiaries
     ("Sub Sea").  The results of operation of the Sub Sea Acquisition  are
     included  from the date of the acquisition.  See Note 13 of the  Notes
     to Consolidated Financial Statements.

(2)  All  amounts have been adjusted for all stock splits effected  through
     October 27, 1997.
     
(3)  The  Company adopted SFAS 128 and restated prior years' net income per
     share  amounts  as required.  See Note 1 of the Notes to  Consolidated
     Financial Statements.

(4)  As of the end of the period.
   



ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     The following discussion of the Company's financial condition, results
of   operations,  liquidity,  and  capital  resources  should  be  read  in
conjunction  with the Consolidated Financial Statements and  the  Notes  to
Consolidated Financial Statements included elsewhere in this Annual Report.

      Although the Company has been expanding its international operations,
approximately  73%  of the Company's revenues in fiscal  1997  and  77%  in
fiscal  1998  were derived from work performed in the Gulf of  Mexico.  The
offshore  marine  construction industry in the Gulf  of  Mexico  is  highly
seasonal  as  a  result  of weather conditions and the  timing  of  capital
expenditures by oil and gas companies.  Historically, a substantial portion
of  the  Company's services has been performed during the period from  June
through November.  As a result, a disproportionate portion of the Company's
revenues,  gross  profit, and net income generally  is  earned  during  the
second  (July  through  September)  and third  (October  through  December)
quarters of its fiscal year.  Because of seasonality, full year results are
not likely to be a direct multiple of any particular quarter or combination
of  quarters.   The following table documents the seasonal  nature  of  the
Company's  operations  by presenting the percentage  of  annual   revenues,
gross profit, and net income contributed during each fiscal quarter for the
past  three  fiscal  years  and the three year weighted  average  for  such
periods.

                                       Quarter Ended
                       June 30,    Sept. 30,    Dec. 31,    March 31,
                       --------    ---------    --------    ---------       
Revenues:                                          
 Fiscal 1998             16%         29%         32%          23%
 Fiscal 1997             22          31          25           22
 Fiscal 1996             21          31          22           26
 Three year weighted     19          30          28           23
   average
                                                   
Gross profit:                                      
 Fiscal 1998             18%         33%         28%          21%
 Fiscal 1997             20          34          24           22
 Fiscal 1996             21          38          23           18
 Three year weighted     19          35          25           21
   average
                                                   
Net income:                                        
 Fiscal 1998             18%         34%         29%          19%
 Fiscal 1997             19          37          24           20
 Fiscal 1996             20          39          20           21
 Three year weighted     19          37          24           20
   average

Results of Operations

      The  following table sets forth, for the periods indicated, statement
of operations data expressed as a percentage of revenues.

                                     Fiscal
                           1998       1997       1996
                          ------     ------     ------                    
Revenues                  100.0%     100.0%     100.0%
Cost of revenues          (69.8)     (72.4)     (72.4)
                          ------     ------     ------
Gross profit               30.2       27.6       27.6
Equity  in net  earnings                       
(loss) of unconsolidated
affiliate                  (0.4)        --         --
Selling,   general   and                       
administrative expenses    (5.9)      (6.6)      (8.2)
                          ------     ------      ------
Operating income           23.9       21.0       19.4
Interest expense           (0.6)      (0.6)      (0.1)
Other income, net           0.9        0.7        1.0
                          ------     ------      ------
Income before income taxes 24.2       21.1       20.3
Provision for income taxes (9.1)      (6.3)      (6.2)
                          ------     ------      ------
Net income                 15.1       14.8       14.1
                          ======     ======      ======                        

          The Company's results of operations reflect the level of offshore
construction activity in the Gulf of Mexico and West Africa for  all  years
and  the  Company's expansion through acquisitions in Asia Pacific and  the
Middle  East  during  fiscal 1997 and 1998. The results  also  reflect  the
Company's  ability to win jobs through competitive bidding and  manage  won
jobs to successful completion.  The level of offshore construction activity
is  principally  determined  by  three factors:  first,  the  oil  and  gas
industry's ability to economically justify placing discoveries of  oil  and
gas  reserves  on  production; second, the oil and gas industry's  need  to
clear all structures from the lease once the oil and gas reserves have been
depleted; and third, weather events such as major hurricanes.

Fiscal 1998 Compared to Fiscal 1997

Revenues.  Revenues for fiscal 1998 of $379.9 million were 66% higher  than
fiscal  1997 revenues of $229.1 million.  The increase in revenues  largely
resulted  from  stronger domestic activity and pricing  and  the  Company's
expansion through acquisitions, and was partially offset by lower  revenues
from West Africa.  Recent acquisitions that contributed to increased fiscal
1998  revenues included (i) Norman Offshore Pipelines, Inc. in  June  1996,
(ii)  the  assets and business of Divcon in Asia Pacific in December  1996,
(iii)  two  large  combination  pipelay and  derrick  barges  from  J.  Ray
McDermott, S. A. in December 1996, and (iv) certain business operations and
assets  of Sub Sea International, Inc. in the Gulf of Mexico, Asia Pacific,
and  the  Middle East in July 1997. Barge days employed during fiscal  1998
improved to 2,875 compared to 1,783 days employed in the prior fiscal year.
The increase was largely due to increased domestic pipelay activity levels,
barge  days  relating  to the charters to CCC, and activities  of  acquired
barges  in the Gulf of Mexico and the Middle East.  Liftboat, DSV, and  OSV
days  employed in fiscal 1998 of 9,186 days were significantly higher  than
the 5,374 days employed in fiscal 1997. Increased domestic activity and the
acquisition  of 13 DSVs and OSVs  and four liftboats during the  year  (all
included  in the Sub Sea Acquisition) resulted in the increase. Diver  days
employed improved from 23,936 days in fiscal 1997 to 44,121 days in  fiscal
1998.  The  diver  day  increase was a result of higher  domestic  activity
combined  with  additional  days resulting from  the  Divcon  and  Sub  Sea
acquisitions.

Depreciation  and  Amortization.  Depreciation and amortization,  including
amortization  of  drydocking  costs, for  fiscal  1998  was  $29.6  million
compared  to  the $17.7 million recorded in fiscal 1997.  The 67%  increase
was  principally  attributable to increased  employment  of  the  Company's
larger construction barges (depreciated on a units-of-production basis) and
increases  in  the  Company's  fleet through  construction,  upgrades,  and
acquisitions, and was partially offset by lower employment of the  Cheyenne
and the Hercules (both depreciated on a units-of-production basis).

Gross  Profit.   For fiscal 1998, the Company had gross  profit  of  $114.7
million  compared  with $63.3 million for fiscal 1997.   The  increase  was
largely  the  result of increased domestic activity and higher pricing  and
the  Company's expansion through acquisitions, and was partially offset  by
lower  gross  profit  from West Africa. Gross profit  as  a  percentage  of
revenues  in fiscal 1998 was 30.2% compared to the gross profit  percentage
earned during fiscal 1997 of 27.6%.  Higher fiscal 1998 margins in the Gulf
of  Mexico  were partially offset by lower gross profit margins  earned  in
Asia Pacific and the Middle East. Cost of revenues for fiscal 1998 includes
an  accrual  of  $3.5  million  for retirement and  incentive  compensation
expense, as compared to a provision of $2.5 million a year earlier.

Selling, General, and Administrative Expenses.  While selling, general, and
administrative  expenses for fiscal 1998 of $22.5 million were  49%  higher
than the $15.1 million reported in fiscal 1997, as a percentage of revenues
they  decreased to 5.9% from 6.6%.  The increase is primarily  due  to  the
Company's  business expansion including expansion to the Asia  Pacific  and
Middle East regions.  The fiscal 1998 expense provision for retirement  and
incentive  compensation plan was $5.0 million, of which  $1.5  million  was
included  in selling, general, and administrative expenses.  In  the  prior
year,  the  Company  provided for $3.6 million of such expenses  with  $1.1
million included in selling, general, and administrative expenses.

Interest  Expense and Other Income and Expense.  Interest expense was  $2.2
million  net  of  capitalized interest in fiscal  1998,  compared  to  $1.4
million   in  fiscal  1997  principally  due  to  higher  average  balances
outstanding.  Other income in fiscal 1998 was $3.4 million compared to  the
$1.7 million reported in fiscal 1997.

Net  Income.   Net income for fiscal 1998 of $57.3 million was  69%  higher
than  the  $33.9 million recorded for fiscal 1997.  Diluted net income  per
share  of  $0.61 increased 45%  from fiscal 1997 net income  per  share  of
$0.42,  as  average diluted shares increased 16%.  The Company's  effective
tax  rate  for  fiscal 1998 was 37.5%, compared to 30.0 % for fiscal  1997,
reflecting  lower  profits from low-tax international areas,  and  thus,  a
higher effective tax rate.

Fiscal 1997 Compared to Fiscal 1996

Revenues.  Revenues for fiscal 1997 of $229.1 million were 54%  higher than
fiscal  1996  revenues  of $148.4 million, with strong  contributions  from
international operations, diving, liftboats, derrick services  and  coastal
pipelay.   Revenues  from West Africa improved to $57.4  million,  up  from
$33.6  million  in  nine  months of fiscal 1996. In  the  Gulf  of  Mexico,
pipeline construction activity increased from the prior year, and,  largely
due  to  the addition of coastal pipeline services and the Norman  Offshore
Pipelines, Inc. acquisition,  barge days employed improved 55%, from  1,150
days in fiscal 1996 to 1,783 days in fiscal 1997. Competition continued  to
intensify as additional barges relocated to the Gulf of Mexico and competed
for  pipeline installation projects.  Liftboat, DSV, and OSV days  employed
in  fiscal 1997 of 5,374 days were significantly higher than the 4,076 days
employed in fiscal 1996, as a result of increased activity and the addition
of  two  DSV's  and  two  liftboats during the year.  Diver  days  employed
improved  118%,  from 10,982 days in fiscal 1996 to 23,936 days  in  fiscal
1997,  as higher activity was combined with additional days resulting  from
the Norman and Divcon acquisitions.

Depreciation  and  Amortization.  Depreciation and amortization,  including
amortization  of  drydocking  costs, for  fiscal  1997  was  $17.7  million
compared to the $11.1 million recorded in fiscal 1996.  The increase of 59%
was  principally  attributable to depreciation  on  the  Cheyenne  and  the
Hercules  (both  of which are depreciated on a units-of-production  basis),
and higher dry-dock amortization amounts.

Gross  Profit.   Gross  profit, the excess of revenues  over  the  cost  of
revenues, including depreciation and amortization charges, for fiscal  1997
of $63.3 million was 54%  higher than the $41.0 million reported for fiscal
1996.   Expressed as a percentage of revenues, gross profit in fiscal  1997
of 27.6%  was the same as that reported in fiscal 1996, as improved margins
from higher activity levels were offset by the cost burden of building  the
operating infrastructure to support additions to the operating fleet and by
lower  margins on fabrication and procurement portions of turnkey contracts
in West Africa.

Selling, General, and Administrative Expenses.  While selling, general, and
administrative  expenses for fiscal 1997 of $15.1 million were  24%  higher
than the $12.2 million reported in fiscal 1996, as a percentage of revenues
it  decreased to 6.6% from 8.2%.  Most of the increase in selling, general,
and  administrative  expense was attributable to staff  additions  made  to
support expanding operations. Fiscal 1997 operating results include a  $3.6
million  provision  relating  to the Company's incentive  compensation  and
employee  retirement plan, the same as in fiscal 1996.  Of the fiscal  1997
and  fiscal  1996 provisions, $2.5 million was charged to cost of  revenues
and $1.1 million included in selling, general, and administrative expenses.

Interest  Expense and Other Income and Expense.  Interest expense was  $1.4
million  net  of  capitalized interest in fiscal  1997,  compared  to  $0.2
million  in  fiscal 1996.  Other income in fiscal 1997 of $1.7 million  was
comparable  to  the $1.5 million reported in fiscal 1996.  The  changes  in
interest expense and interest income occurred as heavy capital expenditures
in   fiscal  1997  reduced  the  surplus  funds  available  for  short-term
investments  during part of the year, while the net proceeds of  an  equity
offering  completed in February 1997 added to surplus funds  available  for
the remainder of the year.

Net  Income.   Net income for fiscal 1997 of $33.9 million was  61%  higher
than  the $21.0 million recorded for fiscal 1996, while diluted net  income
per  share of $0.42 increased 56%  from fiscal 1996 diluted net income  per
share  of $0.27, as average shares outstanding increased 5%.  The Company's
effective  tax  rate for fiscal 1997 remains substantially consistent  with
fiscal 1996.

Liquidity And Capital Resources

      The  Company's operations generated cash flow of $91.3 million during
fiscal  1998.  Cash from operations, together with $106.2 million  provided
by  financing  activities, funded investing activities of  $242.1  million.
Investing  activities  consisted principally of (i)  capital  expenditures,
(ii)  the Sub Sea Acquisition, (iii) net receipts on advances to CCC,  (iv)
dry-docking  costs,  and  (v)  the placement of  Lake  Charles  Harbor  and
Terminal District Port Improvement Revenue Bonds proceeds in Escrow, offset
by  the  release  from escrow of the 1996 MARAD-guaranteed  Title  XI  bond
proceeds.  Funds  provided  by financing activities  principally  represent
proceeds  from  the  sale of the Port Improvement  Revenue  Bonds  and  net
borrowings  under  the  Company's credit  agreement  with  a  syndicate  of
commercial  banks.  Working capital decreased $26.2 million  during  fiscal
1998  from $103.7 million at March 31, 1997, to $77.5 million at March  31,
1998.

      Capital expenditures during fiscal 1998 aggregated $122.3 million and
included  the  acquisition  of  the  Seminole  (previously  the  GAL  900),
continued  construction on the upgrade of the Hercules, and  the  start  of
construction of the Carlyss deepwater support facility and pipebase.   Also
during  the  fiscal  year,  the Company settled  the  previously  disclosed
litigation  with Aker Gulf Marine on the construction of the Pioneer.   The
settlement  costs  have been included in the cost of  the  vessel  with  no
current  charge  to earnings.  The Company does not expect  the  additional
cost of the vessel to have a significant impact on future results.

      The  Company estimates that the cost to complete capital  expenditure
projects  in progress at March 31, 1998, will be approximately $60  million
all  of  which  is  expected to be incurred during fiscal  1999.  Scheduled
completion  of the addition of conventional pipelay capability and  dynamic
positioning  to  the  Hercules is during  June of 1998.   The  scheduled
completion  of the addition of reel pipelay capability to the  Hercules  is
during  the  Fall  of 1998.  The estimated costs to complete  the  Hercules
upgrades  are  approximately  $25 million, which  is  in  addition  to  the
approximately $78.5 million incurred through March 31, 1998.

      The Company is constructing a deepwater support facility and pipebase
near  Carlyss,  Louisiana.  The  Company  plans  to  replace  the  existing
facilities  in  Houma  and  Amelia, Louisiana with  the  Carlyss  facility.
Estimated  completion is the second quarter of fiscal 2000  at  a  cost  of
approximately  $37 million, including approximately $8.5  million  incurred
through  March  31,  1998.  Tax exempt revenue bonds  issued  by  the  Lake
Charles Harbor and Terminal District will finance approximately $28 million
of the construction.  The bonds bear interest at a variable rate, which was
3.8% at March 31, 1998, and mature on November 1, 2027.

      Long-term  debt  outstanding at March 31,  1998,  (including  current
maturities),  includes $40.0 of Title XI bonds, the $28.0 million  of  Lake
Charles Harbor and Terminal District bonds, and $78.0 million drawn against
the Company's revolving line of credit.

      The  Company's Title XI bonds mature in 2003, 2005, 2020,  and  2022.
The  bonds carry interest rates of 9.15%, 8.75%, 8.30% and 7.25% per annum,
respectively,  and require aggregate semi-annual payments of $0.9  million,
plus  interest.  The agreements pursuant to which the Title XI  bonds  were
issued  contain  certain  covenants, including the maintenance  of  minimum
working  capital  and  net  worth requirements.   If  not  met,  additional
covenants  result  that  restrict the operations of  the  Company  and  its
ability to pay cash dividends. The Company is currently in compliance  with
these covenants.

      The  Company  maintains  a revolving line  of  credit  under  a  loan
agreement  ("Restated  Credit Agreement") with a  syndicate  of  commercial
banks.   Effective  April  8, 1998, an amendment  to  the  Restated  Credit
Agreement  increased  the available credit from $160.0  million  to  $200.0
million. The revolving credit facility is available until June 30, 2000, at
which  time the amount available reduces to zero over two years. Borrowings
under the facility bear interest at fluctuating rates, are payable on  July
30,  2002,  and have subsidiary guarantees and stock pledges  as  security.
The  amount  of  available credit decreases by (i)  borrowings  outstanding
($78.0 million at March 31, 1998), (ii) outstanding letters of credit issued
under the Restated Credit Agreement ($29.9 million at March 31, 1998). and (iii)
amounts outstanding under a separate credit agreement between the banks and
CCC,  limited  to a maximum of $35.0 million ($27.4 million  at  March  31,
1998).  For continuing access to the revolving line of credit, the  Company
must  remain  in  compliance with the covenants of the the Restated  Credit
Agreement,  including  covenants relating to  the  maintenance  of  certain
financial  ratios.  The  Company  is currently  in  compliance  with  these
covenants.   At  May  31,  1998, $113.0 million was outstanding  under  the
Restated Credit Agreement.

     The Company has guaranteed certain indebtedness and commitments of CCC
approximating $27.4 million at March 31, 1998. The Company has  also  given
performance and currency guarantees banks for CCC debt totaling $22.0 million
at March 31, 1998, related to project financings.  Under the terms  of  the
performance  and currency guarantees, the banks may enforce the  guarantees
(i) if the customer does not pay CCC because neither CCC nor the guarantors
performed  the  contracts  that  define the  projects  or  (ii)  if,  after
converting  contract payments from Mexican Pesos to United States  Dollars,
funds from the project are insufficient to pay the sums due. Separately and
subsequent to March 31, 1998, the Company gave a contingent guarantee to  a
finance  company  whereby,  contingent upon  CCC  forfeiting  contracts  to
Mexico's  national  oil  company due to cancellation  or  non-renewal,  the
Company's  guarantee becomes effective.  The contingent guaranty amount  is
$17.5 million.

      Global  recently reached agreement in principal with its  partner  to
restructure   its   joint   venture  in   Mexico,   CCC   Fabricaciones   y
Construcciones, S.A. de C.C. ("CCC"), to sell or spin-off  to  its  partner
CCC's  onshore construction and fabrication business and assets.   Expected
to  be completed in the near future, this restructuring will permit CCC  to
focus  on  its offshore construction business.  Global has a 49%  ownership
interest in CCC and charters vessels and other equipment to CCC.

      In  the first quarter of fiscal 1998, the Company filed a demand  for
arbitration  of  its  disputes  with a shipyard.   The  demand  concerns  a
contract  for modification and conversion of the Hercules.  The arbitration
demand  includes disputes over the claims and change orders for extra  work
by the shipyard.  The Company is seeking damages approximating $4.0 million
for  the  shipyard's failure to perform the work timely.  The shipyard  has
filed  a  counterclaim seeking an additional $5.0 million for the  original
contract  and change order work, and approximately $4.0 million in  damages
for  unabsorbed  overhead, disruption, delay, and  post-termination  costs.
The Company does not believe the shipyard's claims are valid and intends to
vigorously defend against them and seek recovery of all amounts in that  it
may  recover.  Management does not believe that the ultimate resolution  of
the   claims  will  have  a  material  adverse  impact  on  the   Company's
consolidated  financial statements.  However, the dispute has  resulted  in
delays  in  completion of the modification and reconstruction and increased
expenditures for the completion.

      During April 1998, the Company completed the announced acquisition of
the  pipelay/derrick barges DLB 332 (Teknik Perdana) and  DLB  264  (Teknik
Padu)  from TL Marine Sdn. Bhd.  The purchase price, funded with borrowings
under the Restated Credit Agreement, was $47.3 million.

      The  Company  expects  funds  available  under  the  Restated  Credit
Agreement,  proceeds  from  tax exempt revenue bonds  issued  by  the  Lake
Charles  Harbor  and Terminal District, available cash, and cash  generated
from  operations  to  be  sufficient  to  fund  the  Company's  operations,
scheduled  debt retirement, and planned capital expenditures for  the  next
twelve months.

   Recent Accounting Pronouncements

         In  June  1997, the FASB issued Statement of Financial  Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").  SFAS 130
requires that all items that are required to be recognized under accounting
standards  as components of comprehensive income be reported in a financial
statement  that  is displayed with the same prominence as  other  financial
statements.  Reclassification of financial statements for earlier  periods,
provided  for  comparative purposes, is required.   The  Company  does  not
believe  that  the  adoption of this new accounting standard  will  have  a
material effect on its consolidated financial statements. The Company  will
adopt this accounting standard effective April 1, 1998, as required.

      In  June  1997,  the  FASB issued Statement of  Financial  Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information"  ("SFAS  131"),  which  will  be  effective  for  the  Company
beginning  April  1, 1998.  SFAS 131 redefines how operating  segments  are
determined  and  requires disclosure of certain financial  and  descriptive
information about a Company's operating segments. Management believes  that
implementation  of  SFAS  131  will not  have  a  material  impact  on  the
presentation  of  the  Companies  financial  statements  but  may   require
additional disclosures.



Year 2000

      The Company's has begun assessing its major information and computing
systems and is updating or replacing, in the normal course of business, any
applications that are not year 2000 compliant.  The Company has also  begun
assessing  both  the costs of addressing and the costs or  consequences  of
incomplete  or  untimely  resolution of the Year 2000  issue.   Based  upon
assessments to date, the Company believes that its estimated costs  related
to  the  year  2000  issue will not be material to the Company's  business,
operations, or financial condition.

      In  addition,  the Company has initiated a program to  determine  the
extent to which the Company is vulnerable to its significant suppliers' and
customers'  failure to remedy their Year 2000 issues.  The  Company  cannot
guarantee that other companies will convert their systems on time or that a
failure  to  convert by another company would not have a  material  adverse
effect on the Company.  However, the Company does not currently foresee any
material  affects  to  its  business, operations,  or  financial  condition
resulting from any suppliers' and customers' deficiency.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       INDEPENDENT AUDITORS' REPORT
                                     
                                     
To the Board of Directors and Shareholders
  of Global Industries, Ltd.

We  have  audited  the accompanying consolidated balance sheets  of  Global
Industries,  Ltd. and subsidiaries as of March 31, 1998 and 1997,  and  the
related  consolidated statements of operations, shareholders'  equity,  and
cash  flows for each of the three years in the period ended March 31, 1998.
These   financial  statements  are  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
provide a reasonable basis for our opinion.

In  our opinion, such consolidated financial statements present fairly,  in
all  material respects, the financial position of  Global Industries,  Ltd.
and  subsidiaries  at  March 31, 1998 and 1997, and the  results  of  their
operations  and their cash flows for each of the three years in the  period
ended  March  31,  1998, in conformity with generally  accepted  accounting
principles.



DELOITTE & TOUCHE LLP


New Orleans, Louisiana
June  12, 1998
                                     
                          Global Industries, Ltd.
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in Thousands)
                                                   March 31,
                                              1998          1997
                                              ----          ----
ASSETS                                                    
Current Assets:                                           
 Cash                                      $ 18,693      $ 63,981
 Escrowed funds (Notes 1 and 3)               6,907        19,112
 Receivables                                 97,156        51,762
 Advances to unconsolidated affiliate        22,852        13,913
  (Note 12)
 Prepaid expenses and other                   7,002         2,874
                                           --------      --------
    Total current assets                    152,610       151,642
                                           --------      --------   
Escrowed Funds (Notes 1 and 3)               22,478         1,447
Property and Equipment,net                 --------      -------- 
 (Notes 2, 3 and 6)                         432,224       243,915
                                           --------      --------               
Other Assets:                                             
 Deferred charges, net (Note 1)              12,139         6,469
 Investment in and advances to                             
   unconsolidated affiliate (Note  12)        1,878        15,071
 Other                                        4,038         4,143
                                           --------      --------
    Total other assets                       18,055        25,683
                                           --------      --------
    Total                                  $625,367      $422,687
                                           ========      ========               


LIABILITIES AND SHAREHOLDERS' EQUITY                      
Current Liabilities:                                      
Current maturities of long-term 
  debt (Note 3)                               2,168         2,266
Accounts payable                             55,016        29,828
Accrued liabilities                          11,418         9,453
Accrued profit-sharing (Note 5)               4,126         3,566
Insurance payable                             2,410         2,802
                                           --------      -------- 
    Total current liabilities                75,138        47,915
                                           --------      --------         
Long-Term Debt (Note 3)                     144,825        40,947
                                           --------      --------  
Deferred Income Taxes (Note 4)               36,471        21,598
                                           --------      --------
Commitments and Contingencies (Note 6)                    
                                                          
Shareholders' Equity (Note 7):                            
Preferred stock                                  --            --
Common stock, issued and outstanding,                     
91,597,114 shares in 1998 and 90,556,750 
shares in 1997                                  915           906
Additional paid-in capital                  208,911       201,331
Translation adjustments                      (8,178)           --
Retained earnings                           167,285       109,990
                                           --------      --------
    Total shareholders' equity              368,933       312,227
                                           --------      --------   
    Total                                  $625,367      $422,687
                                           ========      ========
             
              See notes to consolidated financial statements.
                                     


                          Global Industries, Ltd.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in Thousands, except per share data)
                                     
                                    Year Ended March 31,
                                  1998       1997       1996
                                  ----       ----       ----                    
Revenues (Note 8)               $379,901  $229,142    $148,376
                                                     
Cost of Revenues                 265,245   165,889     107,361
                                --------  --------    --------              
Gross Profit                     114,656    63,253      41,015
                                                     
Equity in Net Earnings                               
 (Loss) of
  Unconsolidated Affiliate        (1,654)       --          --
                                                     
Selling, General and                                 
Administrative Expenses           22,492    15,080      12,233
                                                     
Operating Income                  90,510    48,173      28,782
                                --------  --------    --------                 
Other Income (Expense):                              
  Interest Expense                (2,245)   (1,358)       (170)
  Other                            3,420     1,660       1,516
                                --------  --------    --------
                                   1,175       302       1,346
                                --------  --------    --------                 
Income before Income Taxes        91,685    48,475      30,128
                                                     
Provision for Income Taxes 
(Note 4)                          34,382    14,543       9,135
                                --------  --------    --------               
Net Income                       $57,303   $33,932     $20,993
                                ========  ========    ========               
Net Income Per Share (Note7)
 Basic                           $  0.63   $  0.44     $  0.28
 Diluted                         $  0.61   $  0.42     $  0.27
                                ========  ========    ========                  
                                     
              See notes to consolidated financial statements.
                                     
                          Global Industries, Ltd.
              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                          (Dollars in Thousands)
                                     
                                      Additional                      
                       Common Stock     Paid-in   Transl-  Retained  
                                                   ation
                     Shares    Amount   Capital   Adjust-  Earnings   Total
                                                  ments
                     ------    ------   -------   ------   --------   ----- 
Balance at April
1, 1995           75,560,072   $  756   $58,166   $   --   $55,139   $114,061
Net income                --       --        --       --    20,993     20,993
Amortization of                                                      
unearned stock
 compensation             --       --       318       --        --       318
Restricted stock
issues, net            1,064       --        --       --        --        --
Exercise of stock
options              175,020        2       302       --       (2)       302
Other                  8,000       --        20       --        --        20
                  ----------    -----   -------    -----   -------  --------
Balance at March
31, 1996          75,744,156      758    58,806       --    76,130   135,694
Net income                --       --        --       --    33,932    33,932
Amortization of                                                      
unearned stock
   compensation           --       --       281       --        --       281
Restricted stock
issues, net            6,956       --        --       --        --        --
Exercise of stock
options              798,882        8     1,446       --       (2)     1,452
Tax effect of                                                        
exercise of stock
   options                --       --     1,300       --        --     1,300
Sale of common                                                       
   stock net of
   underwriting                                                      
   discounts and
   commissions of  
   $7,350         14,000,000      140   139,580       --       (70)  139,650
Other                  6,756       --       (82)      --        --       (82)
                  ----------     ----   -------     ------ -------   -------
Balance at March
31, 1997          90,556,750      906   201,331       --   109,990   312,227
Net income                --       --        --       --    57,303    57,303
Amortization of
  unearned stock
  compensation            --       --       179       --        --       179
Restricted stock
issues, net           94,340       --        --       --        --        --
Exercise of stock
options              903,328        9     2,581       --       (8)     2,582
Tax effect of                                                        
  exercise of stock
  options                 --       --     4,474       --        --     4,474
Common stock issued   39,088       --       428       --        --       428    
Foreign currency                                                     
  translation
  adjustments             --       --        --   (8,178)       --    (8,178)
Other                  3,608       --       (82)      --        --       (82)
                  ----------  -------  --------  -------  --------   --------
Balance at March
31, 1998          91,597,114  $   915  $208,911  $(8,178) $167,285   $368,933
                  ==========  =======  ========  ======== ========   ========   
                                     
              See notes to consolidated financial statements.
                                     
                                     
                                     
                                     
                                     
                          Global Industries, Ltd.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Thousands)

                                      Year Ended March 31,
                                   1998       1997      1996
                                   ----       ----      ----
Cash Flows From Operating                              
Activities:
Net Income                        $57,303   $33,932    $20,993
Adjustments to reconcile net                           
 income to net
 cash provided by operating                            
 activities:
 Depreciation and amortization     29,576    18,003     11,422
 (Gain) loss on sale of               (72)      (11)        66
property and equipment
 Deferred income taxes             14,873     6,700      3,926
 Equity in net (earnings) loss                         
   of unconsolidated affiliate      1,654        --         --
 Other                               (989)       69         21
 Changes in operating assets                           
   and liabilities (net
   of acquisitions):                                      
  Receivables                     (30,256)   (7,800)   (27,079)
  Prepaid expenses and other       (3,242)    1,549     (2,767)
  Accounts payable and accrued     21,933    11,753     16,616
    liabilities
  Accrued profit-sharing              560       101        753
                                   ------    ------     ------
   Net cash provided by 
     operating activities          91,340    64,296     23,951
                                   ------    ------     ------
Cash Flows From Investing                              
Activities:
 Short-term investments, net           --        --     45,840
 Proceeds from sale of
   equipment                          349        16        323
 Decrease (increase) in
   escrowed funds, net             (8,826)      398        498
 Acquisition of businesses,  
   net of cash acquired          (103,805)   (5,990)        --
 Acquisition of equity                                 
   interest in and (net
   advances to) repayment                          
   of advances to
   unconsolidated affiliate         2,593   (25,784)        --
 Additions to property and
   equipment                     (122,320) (124,868)   (63,758)
 Additions to deferred charges    (10,076)   (4,277)    (5,524)
 Other                                (54)   (1,146)       864
                                 --------   -------     ------
   Net cash used in investing   
     activities                  (242,139) (161,651)   (21,757)
                                 --------   -------    -------
Cash Flows From Financing                              
Activities:
 Repayment of long-term debt      (27,220)   (2,193)      (630)
 Proceeds from long-term debt     131,000    20,328         --
 Payment of short-term borrowings      --    (3,200)        --
 Proceeds from sale of common 
   stock, net                       2,445   140,971        302
                                  -------   -------     ------
  Net cash provided by (used                           
    in) financing activities      106,225   155,906      (328)
                                  -------   -------     ------
Effect of Exchange Rate Change 
  on Cash                            (714)       --        --
Cash:                                                  
 Increase (Decrease)              (45,288)   58,551      1,866
 Beginning of Year                 63,981     5,430      3,564
                                  -------   -------    -------
 End of Year                      $18,693   $63,981    $ 5,430
                                  =======   =======    =======
              See notes to consolidated financial statements.
                                     
                                     
                                     
                          Global Industries, Ltd.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                     
1.   Organization And Summary Of Significant Accounting Policies

      Organization and Basis of Presentation - Global Industries, Ltd. (the
"Company") provides construction services, including pipeline construction,
platform   installation  and  removal,  construction  support  and   diving
services,  primarily  to the offshore oil and gas industry  in  the  United
States  Gulf  of Mexico and in selected international areas. Most  work  is
performed on a fixed-price basis, but the Company also performs services on
a  cost-plus  or  day-rate basis, or on a combination of such  bases.   The
Company's contracts are typically of short duration, being completed in one
to five months.

      Principles  of Consolidation - The consolidated financial  statements
include the accounts of the Company and its wholly owned subsidiaries.  All
significant  intercompany balances and transactions have  been  eliminated.
Effective December 23, 1996, the Company acquired a 49% ownership  interest
in  CCC Fabricaciones y Construcciones, S.A. de C.V. ("CCC") (see Note  12)
which is accounted for by the equity method.

      Cash  -  Cash  includes  cash  on hand, demand  deposits,  repurchase
agreements having maturities less than three months, and money market funds
with banks.

      Escrowed  Funds  -  Escrowed funds totaled $29.4  million  and  $20.6
million  at March 31, 1998 and 1997, respectively.  These amounts represent
funds  available for reimbursement to the Company for amounts  expended  or
the  Company  expects  to expend on certain capital construction  projects.
Under the terms of the financing agreement with the Lake Charles Harbor and
Terminal  District,  proceeds  from the  issuance  of  $28.0  million  Port
Improvement  Revenue  Bonds remain in a Construction Fund  for  payment  of
related  bond  issuance  costs  and  certain  costs  of  construction   and
improvement  of  a  deepwater support facility  and  pipebase  in  Carlyss,
Louisiana  (see Note 3). The Company also has unreimbursed funds  from  the
sale  of  U.  S.  Government Guaranteed Financing Bonds deposited  into  an
escrow  account with MARAD. The funds on deposit with MARAD  are  available
for  reimbursement  to the Company for certain vessel  construction  costs.
Substantially  all  of the escrowed funds are invested in  U.  S.  Treasury
Bills.  At March 31, 1998, and 1997, the Company estimated $6.9 million and
$19.1  million, respectively, were currently reimbursable from the escrowed
funds for amounts expended on the related construction projects.

     Property and Equipment - Property and equipment is generally stated at
cost. Expenditures for property and equipment and items which substantially
increase  the useful lives of existing assets are capitalized at  cost  and
depreciated.  Routine expenditures for repairs and maintenance are expensed
as incurred.  Except for certain barges which are depreciated on the units-
of-production  method over estimated barge operating days, depreciation  is
provided utilizing the straight-line method over the estimated useful lives
of   the  assets.   Amortization  of  leasehold  improvements  is  provided
utilizing the straight-line method over the estimated useful lives  of  the
assets  or  the  lives  of  the leases, whichever  is  shorter.   Leasehold
improvements  relating  to leases from the Company's principal  shareholder
are  amortized  over their expected useful lives (and beyond  the  term  of
lease) because it is expected that the leases will be renewed.

      The  periods  used  in  determining  straight-line  depreciation  and
amortization follow:

Marine barges, vessels and related equipment    10 - 25 years
Machinery and equipment                          5 - 12 years
Furniture and fixtures                           5 - 12 years
Buildings                                       15 - 30 years
Leasehold improvements                           5 - 15 years

      Depreciation  and  amortization expense  of  property  and  equipment
approximated $24.9 million, $14.4 million, and $9.7 million for  the  three
years ended March 31, 1998,  respectively.

      Deferred Charges - Deferred charges consist principally of drydocking
costs  which  are  capitalized at cost and amortized on  the  straight-line
method  through  the  date  of the next scheduled drydocking.  Amortization
expense  approximated $4.4 million, $3.3 million and $1.4 million  for  the
three years ended March 31, 1998, respectively.

      Contracts  in  Progress  and  Revenue  Recognition  -  Revenues  from
construction  contracts,  which  are  typically  of  short  duration,   are
recognized on the percentage-of-completion method, measured by relating the
actual  cost of work performed to date to the current estimated total  cost
of the respective contract.  Contract costs include all direct material and
labor costs and those indirect costs related to contract performance,  such
as indirect labor, supplies, and repairs.  Provisions for estimated losses,
if  any,  on  uncompleted contracts are made in the period  in  which  such
losses  are  determined.   Selling, general, and administrative  costs  are
charged to expense as incurred.

     Stock-Based Compensation - Statement of Financial Accounting Standards
No.   123,   "Accounting  for  Stock-Based  Compensation",   ("SFAS   123")
encourages, but does not require, companies to record compensation cost for
stock-based  employee compensation plans at fair value.   The  Company  has
chosen  to  continue  to  account for stock-based  compensation  using  the
intrinsic  value method prescribed in Accounting Principles  Board  Opinion
No.  25, "Accounting for Stock Issued to Employees," ("APB 25") and related
interpretations and has adopted the disclosure-only provisions of SFAS 123.
Accordingly,  compensation  cost  for restricted  stock  awards  and  stock
options  is measured as the excess, if any, of the quoted market  price  of
the  Company's stock at the date of the grant over the amount  an  employee
must pay to acquire the stock.  See Note 7.

      Fair  Value  of  Financial Instruments - The carrying  value  of  the
Company's   financial   instruments,  including   cash,   escrowed   funds,
receivables,  advances to unconsolidated affiliates, accounts payable,  and
certain  accrued  liabilities approximate fair market value  due  to  their
short-term nature.  The fair value of the Company's long-term debt at March
31,  1998  and  1997 based upon available market information,  approximated
$150.0 million and $43.2 million, respectively.

      Concentration of Credit Risk - The Company's customers are  primarily
major  oil companies, independent oil and gas producers, and transportation
companies operating in the Gulf of Mexico and selected international areas.
The  Company  performs  ongoing  credit evaluation  of  its  customers  and
requires  posting  of  collateral  when deemed  appropriate.   The  Company
provides allowances for possible credit losses when necessary.

      Basic and Diluted Net Income Per Share - In accordance with Statement
of   Financial   Accounting  Standards  No.  128,  "Earnings   Per   Share"
("SFAS128"), the Company changed its method of calculating net  income  per
share during the third quarter of fiscal 1998.  All prior period net income
per  share  amounts have been restated to give effect of this  requirement.
See Note 7.  The weighted average number of common shares has been adjusted
to give retroactive effect to all stock splits effected through October 27,
1997.

      Use  of  Estimates  -  The  preparation of  financial  statements  in
conformity   with   generally  accepted  accounting   principles   requires
management  to  make  estimates and assumptions that  affect  the  reported
amounts  of assets and liabilities and disclosure of contingent assets  and
liabilities  at  the  date  of the financial statements  and  the  reported
amounts  of  revenues  and  expenses during the reporting  period.   Actual
results could differ from those estimates.

       Foreign   Currency  Translation  -  The  financial   statements   of
subsidiaries in which United States dollars are not the functional currency
use  the  local  currency  as  the functional  currency.   The  translation
calculation for the income statement uses the average exchange rates during
the  year.  The translation calculation for the balance sheet,  except  for
equity,  uses  the current exchange rate as of the last day of  the  fiscal
year.   Equity  amounts  translate using historical rates.   The  resulting
balancing  translation adjustment is a separate component of  shareholders'
equity.

     Recent  Accounting Pronouncements -      In June 1997, the FASB issued
Statement   of   Financial  Accounting  Standards   No.   130,   "Reporting
Comprehensive Income" ("SFAS 130").  SFAS 130 requires that all items  that
are  required to be recognized under accounting standards as components  of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements. Reclassification of
financial   statements  for  earlier  periods,  provided  for   comparative
purposes,  is required.  The Company does not believe that the adoption  of
this   new  accounting  standard  will  have  a  material  effect  on   its
consolidated financial statements.  The Company will adopt this  accounting
standard effective April 1, 1998, as required.

      In  June  1997,  the  FASB issued Statement of  Financial  Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information"  ("SFAS  131"),  which  will  be  effective  for  the  Company
beginning  April  1, 1998.  SFAS 131 redefines how operating  segments  are
determined  and  requires disclosure of certain financial  and  descriptive
information about a Company's operating segments. Management believes  that
implementation  of  SFAS  131  will not  have  a  material  impact  on  the
presentation  of  the  Company's  financial  statement  but   may   require
additional disclosure.

2.   Property And  Equipment

     Property and equipment at March 31, 1998 and 1997  is summarized as
follows:

                                         March 31,
                                      1998       1997
                                      ----       ----
                                       (in thousands)
Marine barges and vessels           $330,673   $205,024
Machinery and equipment               43,491     29,484
Transportation equipment               2,978      2,610
Furniture and fixtures                 4,724      2,952
Buildings and leasehold improvements   9,073      6,586
Land                                   8,809      8,022
Construction in progress             109,522     41,877
                                    --------   --------
                                     509,720    296,555
Less accumulated depreciation and   
  amortization                       (77,046)   (52,640)
Property and equipment - net        $432,224   $243,915
                                    ========   ========

      Interest  costs for the construction of certain long-term assets  are
capitalized and amortized over the related assets' estimated useful  lives.
Interest costs incurred during fiscal 1998, 1997, and 1996 amounted to $6.2
million,  $3.9  million,  and  $1.9 million, respectively,  of  which  $4.0
million, $2.6 million, and $1.7 million, respectively, were capitalized.

      In  April  1998, the Company acquired two pipelay/derrick barges  for
$47.3  million.  The  purchase price was funded with borrowings  under  the
Restated Credit Agreement.

3.   Financing Arrangements

     Long-term debt at March 31, 1998 and 1997 consisted of the following:

                                         March 31,
                                      1998       1997
                                      ----       ----
                                       (in thousands)
United States Government                       
Guaranteed Ship
 Financing Bonds, 1994 Series                  
dated September
 27, 1994, payable in 49 semi-                 
annual installments
 commencing January 15, 1996 of                
$418,000 with
 final installment of $370,000,                
plus interest at
 8.30%, maturing July 15, 2020,                
collateralized by
 the Pioneer vessel and related                
equipment with a net
 book value of $37.1 million at 
 March 31, 1998                          $18,762   $19,598
United States Government                       
Guaranteed Ship
 Financing Bonds, 1996 Series                  
dated August
 15, 1996, payable in 49 semi-                 
annual installments
 commencing January 15, 1998, of               
$407,000 with
 final installment of $385,000,                
plus interest at
 7.25%, maturing July 15, 2022,                
collateralized by
 escrowed funds and four vessels               
and related
 equipment with a net book value               
of $23.7 million
 at March 31, 1998                        19,921    20,328
Obligation to service Lake Charles             
Harbor and
 Terminal District Port                        
Improvement Revenue Bonds,
 dated November 1, 1998, interest              
payable monthly at
 prevailing market rates (3.8% at              
March 31,1998),
 maturing November 1, 2027,                    
collateralized by $28.4
 dollar irrevocable letter of credit      28,000        --
Revolving line of credit with a                
syndicate of commercial
 banks, interest payable at 
 variable rates                           78,000        --
Other obligations                          2,310     3,287
                                         -------    ------
                                         146,993    43,213
Less current maturities                    2,168     2,266
                                        --------   -------
Long-term debt, less current maturities $144,825   $40,947
                                        ========   =======


      Annual maturities of long-term debt for each of the five fiscal years
following March 31, 1998 and in total thereafter follow (in thousands):

             1999                   $  2,168
             2000                      2,195
             2001                      2,199
             2002                      1,862
             2003                     79,862
             Thereafter               58,707
                                    --------
                Total               $146,993
                                    ========



      In  accordance  with  the  United States Government  Guaranteed  Ship
Financing  Bond agreements, the Company is required to comply with  certain
covenants,  including the maintenance of minimum working  capital  and  net
worth  requirements,  which  if  not met, result  in  additional  covenants
including  restrictions  on  the payment  of  dividends.   The  Company  is
currently in compliance with these covenants.

      The  Lake  Charles  Harbor and Terminal District's  Port  Improvement
Revenue  Bonds (the "Bonds") are subject to optional redemption,  generally
without  premium, in whole or in part on any business day prior to maturity
at  the  direction  of the Company.  Interest accrues at varying  rates  as
determined  from  time  to  time  by the remarketing  agent  based  on  (i)
specified interest rate options available to the Company over the  life  of
the  Bonds  and  (ii)  prevailing market conditions at  the  date  of  such
determination.  The interest rate on borrowings outstanding  at  March  31,
1998  was  3.8%.   Under  the  terms of the financing,  proceeds  from  the
issuance of the Bonds were placed in a Construction Fund for the payment of
issuance  related  costs  and the costs of acquisition,  construction,  and
improvement  of  a  deepwater support facility  and  pipebase  in  Carlyss,
Louisiana and are included in the accompanying 1998 balance sheet under the
caption "Escrowed Funds."

      On  April  17,  1997,  the  Company entered  into  a  loan  agreement
("Restated  Credit Agreement") with a syndicate of commercial  banks  which
replaced the Company's previous credit facility.  Effective April 8,  1998,
an  amendment  to  the  Restated Credit Agreement increased  the  available
credit from $160.0 million to $200.0 million. The revolving credit facility
is  available  until  June  30, 2000, at which time  the  amount  available
reduces to zero over two years. Borrowings under the facility bear interest
at  fluctuating  rates (weighted average of 7.2% at March  31,  1998),  are
payable  on July 30, 2002, and have subsidiary guarantees and stock pledges
as  security.   The amount of available credit decreases by (i)  borrowings
outstanding ($78.0 million at March 31, 1998), (ii) outstanding letters  of
credit issued under the Restated Credit Agreement ($29.9 million at March 31,
1998).  and  (iii)  amounts outstanding under a separate  credit  agreement
between  the  banks and CCC, limited to a maximum of $35.0  million  ($27.4
million at March 31, 1998). For continuing access to the revolving line  of
credit,  the  Company must remain in compliance with the covenants  of  the
Restated  Credit Agreement, including covenants relating to the maintenance
of   certain  financial  ratios,  limitations  on  the  incurrence  of  new
indebtedness,  and the payment of dividends. The Company  is  currently  in
compliance  with  these covenants. At March 31, 1998, the amount  available
under  the  credit agreement approximated $24.7 million. At May  31,  1998,
$113.0 million was outstanding under the Restated Credit Agreement.

4.   Income Taxes

     The Company has provided for income taxes as follows:

                                   March 31,
                            1998     1997      1996
                            ----     ----      ----
                                (in thousands)
U.S. Federal and State:                       
     Current               $18,465  $6,189    $3,309
     Deferred               14,873   6,700     3,926
                           
Foreign:                                      
     Current                 1,044   1,654     1,900
                           -------  ------    ------
       Total               $34,382 $14,543    $9,135
                           ======= =======    ======

     State income taxes included above are not significant for any of the
years presented.



     Income before income taxes consisted of the following:

                                   March 31,
                            1998     1997      1996
                            ----     ----      ----
                                (in thousands)

United States             $87,839   $34,417   $18,847
Foreign                     3,846    14,058    11,281
                          -------   -------   -------                    
       Total              $91,685   $48,475   $30,128
                          =======   =======   =======


     The provision for income taxes varies from the Federal statutory
income tax rate due to the following:

                                   March 31,
                            1998     1997      1996
                            ----     ----      ----
                                (in thousands)
Taxes at Federal                              
 statutory rate of 35%    $32,090   $16,966   $10,545
Foreign income taxes at                       
 different rates            1,044    (3,266)   (2,048)
Other                       1,248       843       638
                          -------   -------   -------
       Total              $34,382   $14,543   $ 9,135
                          =======   =======   =======


      Deferred  income  taxes  reflect the net  tax  effects  of  temporary
differences  between  the carrying amounts of assets  and  liabilities  for
financial  reporting purposes and the amounts used for income tax purposes.
The  tax effects of significant items comprising the Company's net deferred
tax balance as of March 31, 1998 and 1997, are as follows:


                                          March 31,
                                        1998     1997
                                        ----     ----
                                        (in thousands)
Deferred Tax                        
Liabilities:
 Excess book over tax               
   basis of property and equipment     $33,091  $20,567
 Deferred charges                        3,447    1,598
 Other                                   1,384      474
                                    
Deferred Tax Assets:                
 Reserves not currently deductible      (1,451)  (1,041)
                                       -------  -------
Net deferred tax liability             $36,471  $21,598
                                       =======  =======


5.   Employee Benefits

      The Company sponsors a defined contribution profit-sharing and 401(k)
plan  that  covers all employees who meet certain eligibility requirements.
Company  contributions to the plan are made at the discretion of the  Board
of  Directors  and  may not exceed 15% of the annual compensation  of  each
participant.   Retirement plan expense was $2.5 million, $2.1  million  and
$1.6  million,  respectively, for the three fiscal years  ended  March  31,
1998, 1997, and 1996, respectively.

      In  addition,  the Company has an incentive compensation  plan  which
rewards  employees  when  the Company's financial results  meet  or  exceed
budgets.   For  fiscal 1998, 1997 and 1996, the Company recorded  incentive
compensation  expense of $2.5 million (distributable to  1,482  employees),
$1.5  million (distributed to 918 employees), and $2.0 million (distributed
to 711 employees), respectively.

6.   Commitments And Contingencies

      Leases - The Company leases real property and equipment in the normal
course  of  business under varying operating leases, including leases  with
its principal shareholder and chief executive officer. Rent expense for the
years  ended  March 31, 1998, 1997, and 1996, was $1,224,000, $723,000  and
$660,000,  respectively, (of which $47,000 in each year was  related  party
rental  expense).  The lease agreements, which include both  non-cancelable
and  month-to-month terms, generally provide for fixed monthly rentals and,
for certain real estate leases, renewal and purchase options.

     Minimum rental commitments under leases having an initial or remaining
non-cancelable  term  in  excess of one year for each  of  the  five  years
following March 31, 1998 and in total thereafter follow (in thousands):

         1999                   $1,271
         2000                    1,068 
         2001                      898
         2002                      840
         2003                      840
         Thereafter                382
                                ------
            Total               $5,299
                                ======


      Subsequent  to March 31, 1998, the Company exercised  its  option  to
purchase property leased in Houma, Louisiana.  The above rental commitments
do not include lease payments after the purchase date.

      Legal Proceedings -The Company has filed a demand for arbitration  of
its  disputes  with  a  shipyard.   The  demand  concerns  a  contract  for
modification  and  conversion  of  the Hercules.   The  arbitration  demand
includes disputes over the claims and change orders for extra work  by  the
shipyard.   The Company is seeking damages approximating $4.0  million  for
the  shipyard's failure to perform the work timely.  The shipyard has filed
a counterclaim seeking an additional $5.0 million for the original contract
and  change  order  work,  and approximately $4.0 million  in  damages  for
unabsorbed  overhead, disruption, delay, and post-termination  costs.   The
Company  does  not believe the shipyard's claims are valid and  intends  to
vigorously  defend against them and recover all amounts  in  which  it  may
recover.  Management does not believe that the ultimate resolution  of  the
claims  will  have a material adverse impact on the Company's  consolidated
financial statements.

      The  Company  is  a party in legal proceedings and  potential  claims
arising  in  the  ordinary  course of its business.   Management  does  not
believe  these  matters  will materially effect the Company's  consolidated
financial statements.

      Construction  and Purchases in Progress - The Company estimates  that
the  cost to complete capital expenditure projects in progress at March 31,
1998 approximated $60.0 million.

      Guarantees  -  The  Company has guaranteed certain  indebtedness  and
commitments of CCC (see Note 12) approximating $27.4 million at  March  31,
1998.  The  Company has also given performance and currency  guarantees  to
banks  for  CCC debt totaling $22.0 million at March 31, 1998, related  to
project financings. Under the terms of the performance and currency
guarantees, the banks  may  enforce the guarantees (i) if the customer  does
not  pay  CCC because neither CCC nor the guarantors performed the contracts
that  define the  projects  or (ii) if, after converting contract payments
from  Mexican Pesos to United States Dollars, funds from the project are
insufficient  to pay  the sums due. Separately and subsequent to March 31,
1998, the Company gave  a contingent guarantee to a finance company whereby,
contingent  upon CCC forfeiting  contracts  to  Mexico's  national  oil
company  due to cancellation  or  non-renewal, the Company's guarantee
becomes  effective.  The contingent guaranty amount is $17.5 million.

      Letters of Credit -  In the normal course of its business activities,
the  Company  is  required  to provide letters  of  credit  to  secure  the
performance  and/or  payment  of  obligations,  including  the  payment  of
worker's  compensation obligations.  Additionally, the Company  has  issued
letters  of  credit in connection with arbitration proceedings relating  to
construction  of  the  derrick barge Hercules and as collateral  for  $28.0
million  of Port Improvement Revenue Bonds.  Outstanding letters of  credit
at March 31, 1998 approximated $40.6 million.

7.   Shareholders' Equity

      Authorized  Stock - The Company has authorized 30,000,000  shares  of
$0.01  par value preferred stock and 150,000,000 shares of $0.01 par  value
common stock.

      Restricted Stock Awards - The Company's Restricted Stock Plan adopted
in  February  1993,  provides for awards of shares of restricted  stock  to
employees approved by a committee of the Board of Directors.  As  of  March
31,  1998, 1997, and 1996, 712,000 shares of Common Stock, adjusted for the
two-for-one common stock splits, have been reserved for issuance under  the
plan,  of  which 591,460, 594,620, and 588,464 were granted  at  March  31,
1998, 1997, and 1996, respectively.  Shares granted under the plan vest  33
1/3%  on  the  third, fourth, and fifth anniversary date of grant.   During
fiscal  1998, 1997, and 1996, 249 employees vested in 151,646  shares,  272
employees  vested  in 158,284 shares, and 286 employees vested  in  168,712
shares, respectively.

      Effective  February 1998, the Company adopted a new  1998  Restricted
Stock  Plan  which  provides for awards of shares of  restricted  stock  to
employees approved by a committee of the Board of Directors.  As  of  March
31,  1998,  500,000 shares of Common Stock have been reserved for  issuance
under  the  plan,  of which 97,500 shares were granted at March  31,  1998.
Shares  granted under the plan vest 33 1/3% on the third, fourth and  fifth
anniversary  date  of  the  grant.  In May 1998,  the  Board  of  Directors
approved  an amendment to the 1998 Restricted Stock Plan.  This  amendment,
which is subject to shareholder approval, would change the name of the plan
to  the  1998 Equity Incentive Plan and permit the granting of  both  stock
option  awards  and restricted stock awards under the plan.   Additionally,
the amended plan would authorize the Chief Executive Officer to grant stock
options and restricted stock awards to non-officer employees.

      The  fair market value of shares awarded under the plans are recorded
as  unearned stock compensation and included in the accompanying  financial
statements  as a charge against Additional Paid-in Capital.   The  unearned
stock  compensation is amortized over the vesting period of the awards  and
amounted to approximately $137,000, $171,000 and $228,000 for fiscal  1998,
1997, and 1996, respectively.

      Stock Option Plan - The 1992 Stock Option Plan provides for grants of
incentive and nonqualified options to employees approved by a committee  of
the  Board of Directors. Options granted under the plan have a maximum term
of  ten  years and are exercisable, subject to continued employment,  under
terms and conditions set forth by the committee. As of March 31, 1998,  the
number  of  shares  reserved for issuance under the plan was  9,600,000  of
which  2,586,344  were available for grant. Changes in options  outstanding
under  the plan for each of the years ended March 31, 1998, 1997, and  1996
follow:
                          At 85% of Market      At Market
                          Shares     Avg.    Shares     Avg.
                                    Price              Price
                        ---------  ------  ---------  ------
  Outstanding on 
    April 1, 1995       1,541,168  $1.671  1,907,200  $2.236
Granted                   184,000   2.193  1,364,000   3.197
Surrendered               (99,736)  1.753   (172,000)  2.461
Exercised                (128,620)  1.542    (46,400)  2.233
                        ---------  ------  ---------  ------ 
  Outstanding on 
    March 31, 1996      1,496,812   1.741  3,052,800   2.653
Granted                    64,000   6.481    625,000   7.654
Surrendered               (84,628)  1.970   (363,960)  3.001
Exercised                (169,802)  1.805   (469,280)  2.090
                        ---------  ------  ---------   -----
  Outstanding on 
    March 31, 1997      1,306,382   1.950  2,844,560   3.800
Granted                    28,000  14.602  2,244,900  17.943
Surrendered               (32,460)  2.319   (264,900) 10.019
Exercised                (335,060)  1.658   (412,980)  3.177
                        ---------  ------  ---------  ------
  Outstanding on 
    March 31, 1998        966,862  $2.405  4,411,580 $10.682
                        =========  ======  ========= =======
Exercisable at 
  March 31, 1998          747,182  $1.700    818,260 $ 3.124
                        =========  ======  ========= ======= 

      The  excess  of  the fair market value of shares subject  to  options
granted under the plan has been recorded as unearned stock compensation and
is  included  in the accompanying financial statements as a charge  against
Additional  Paid-in  Capital.   The unearned stock  compensation  is  being
amortized to operations over the vesting period of the options and amounted
to  approximately $42,000, $90,000, and $110,000 for fiscal 1998, 1997, and
1996, respectively.


      The  following  table  summarizes  information  about  stock  options
outstanding at March 31, 1998:

              OPTIONS OUTSTANDING                     OPTIONS
                                                    EXERCISABLE
                            Weighted                        
                            Average      Weighted             Weighted
  Range of        Number    Remaining     Average   Number    Average
  Exercise        Out-     Contractual   Exercise   Exercis   Exercise
   Prices         standing    Life        Price       able      Price
  --------        -------- -----------   --------   -------   --------
$1.5413- 1.5413   659,142     4.88       $1.5413     659,142   $1.5413
 1.6875- 2.2188   223,960     6.48        1.9393     122,520    1.8498
 2.2344- 2.3750   655,900     6.50        2.3670     341,020    2.3689
 2.4688- 3.0000   263,020     6.99        2.7216      96,300    2.7117
 3.0313- 3.1094   568,800     7.58        3.1052     183,200    3.1053
 3.1250- 7.8750   722,020     8.03        5.5415     135,460    5.1360
 7.9375-15.4375   555,500     9.17       11.9840      27,800    9.0045
15.5625-19.9375   478,000     9.83       16.7788          --        --
20.1875-20.1875 1,250,100     9.50       20.1875          --        --
20.6250-21.9375     2,000     9.59       21.2813          --        --
--------------- ---------     ----       -------   ---------   -------
$1.5413-21.9375 5,378,442     7.91       $9.1927   1,565,442   $2.4444
=============== =========     ====       =======   =========   =======


       Unearned  Stock  Compensation  -  The  balance  of   Unearned  Stock
Compensation  to be amortized in future periods was $2.2 million,  $0.3
million, and $0.4 million at March 31, 1998, 1997, and 1996, respectively.

      Non-Employee  Director Stock Plan - The Non-Employee  Director  Stock
Plan  provides  that each director of the Company who is  not  an  employee
shall  automatically receive 4,000 shares of Common Stock on  August  1  of
each  year, subject to an annual limitation that the aggregate fair  market
value  of  shares  transferred may not exceed 75% of such  director's  cash
compensation  for  services  rendered  with  respect  to  the   immediately
preceding twelve-month period.  The plan specifies that a maximum of 80,000
shares of  Common Stock may be issued under the plan.  During fiscal  years
ended  March 31, 1998, 1997, and 1996, 3,608, 6,756, and 8,000 shares  were
issued  under  the  plan.   As  of March 31,  1998,  52,036,  shares,  were
available   for   award  under  the  plan.   Non-employee  director   stock
compensation  expense was $55,000, $50,000, and $20,000  for  fiscal  years
1998, 1997, and 1996, respectively.

      1995  Employee  Stock Purchase Plan - Effective April  1,  1995,  the
Company  adopted the Global Industries, Ltd. 1995 Employee  Stock  Purchase
Plan  ("Purchase  Plan") which provides a method whereby substantially  all
employees  may  voluntarily purchase a maximum of 2,400,000 shares  of  the
Company's  Common  Stock  at favorable terms.   Under  the  Purchase  Plan,
eligible  employees may authorize payroll deductions that are used  at  the
end  of  the Option Period to acquire shares of Common Stock at 85% of  the
fair  market value on the first or last day of the Option Period, whichever
is  lower.  In August 1997, shareholders approved an amendment to the  plan
whereby  the  plan  has  two Option Periods. A twelve-month  Option  Period
begins April 1 of each year and a six-month Option Period begins October  1
of  each  year.  For the year ended March 31, 1998, 662 employees purchased
184,065  shares  at a weighted average cost of $10.225 per share.  For  the
year  ended  March 31, 1997, 213 employees purchased 153,720  shares  at  a
weighted  average cost of $4.582 per share. For the year  ended  March  31,
1996, 145 employees purchased 200,076 shares at a weighted average cost  of
$2.365 per share.

     Proforma Disclosure - In accordance with APB 25, compensation cost has
been  recorded in the Company's financial statements based on the intrinsic
value (i.e., the excess of the market price of stock to be issued over  the
exercise  price) of restricted stock awards and shares subject to  options.
Additionally, under APB 25, the Company's employee stock purchase  plan  is
considered noncompensatory and, accordingly, no compensation cost has  been
recognized  in  the financial statements.  Had compensation  cost  for  the
Company's grants under stock-based compensation arrangements for the  years
ended  March 31, 1998, 1997, and 1996 been determined consistent with  SFAS
123,  the  Company's net income and net income per share  amounts  for  the
respective  years  would  approximate the following  proforma  amounts  (in
thousands, except per share data):

                            Year Ended March 31,
                     1998                 1997                 1996
             ------------------    ------------------    ------------------     
               As                    As                     As        
             Reported   Proforma   Reported   Proforma   Reported  Proforma
                                                         
Net income   $57,303    $55,474    $33,932    $32,950    $20,993   $20,295
             =======    =======    =======    =======    =======   =======
Net income                                               
per share
  Basic      $ 0.63     $ 0.61     $0.44      $ 0.42     $ 0.28    $ 0.27
  Diluted    $ 0.61     $ 0.59     $0.42      $ 0.41     $ 0.27    $ 0.26
             =======    =======    =======    =======    =======   =======

      The  weighted average fair value of options granted during  the  year
ended March 31, 1998 was $10.26.  The fair value of each option granted  is
estimated  on the date of the grant using the Black-Scholes option  pricing
model  with  the  following assumptions:  (i) dividend yield  of  0%,  (ii)
expected  volatility of 48.5%, (iii) risk-free interest rate of 6.30%,  and
(iv) expected life of 6.50 years.

      The  weighted average fair value of options granted during the  years
ended March 31, 1997 and 1996 was $7.81 and $3.20, respectively.  The  fair
value  of  each option granted is estimated on the date of grant using  the
Black-Scholes  option  pricing model with the following  assumptions:   (i)
dividend  yield of 0%, (ii) expected volatility of 18.94%, (iii)  risk-free
interest rate of  6.89%, and (iv) expected life of 7.75 years.

      Basic and Diluted Net Income Per Share - In accordance with Statement
of  Financial  Accounting Standards No. 128, "Earnings  Per  Share"  ("SFAS
128"),  the Company changed its method of calculating net income per  share
during  the third quarter of fiscal 1998.  All prior period net income  per
share  amounts have been restated to give effect of this requirement.   The
diluted  net income per share calculation uses the weighted average  number
shares  outstanding  adjusted  for  the incremental  shares  attributed  to
outstanding options to purchase common stock.  The following table presents
the  reconciliation between basic shares and diluted shares (in  thousands,
except per share data):

                               Weighted Average Shares          Earnings Per
                                                                   Share
                      ---------------------------------------  --------------
Fiscal Years Ended:   Net Income  Basic  Incremental  Diluted  Basic  Diluted
                      ----------  -----  -----------  -------  -----  -------
March 31, 1998         $57,303    91,110   2,762      93,872   $0.63   $0.61
March 31, 1997          33,932    77,746   3,001      80,747    0.44    0.42
March 31, 1996          20,993    75,624   1,127      76,751    0.28    0.27
                                                          
      Options  to purchase 1,859,100 shares of common stock, at an exercise
price  range  of  $15.3750 to $21.9375 per share, were  outstanding  during
fiscal  1998,  but  were  not included in the computation  of  diluted  EPS
because  the options' exercise prices were greater than the average  market
price of the common shares.

      Options  to  purchase 56,500 shares of common stock, at  an  exercise
price  range  of  $8.8125 per share to $11.1875 per share were  outstanding
during fiscal 1997, but were not included in the computation of diluted EPS
because  the options' exercise prices were greater than the average  market
price of the common shares.

      Options  to  purchase 22,705 shares of common stock, at  an  exercise
price  range of $3.6094 per share to $5.0313 were outstanding during fiscal
1996,  but were not included in the computation of diluted EPS because  the
options' exercise prices were greater than the average market price of  the
common shares.

8.   Major Customers

      Sales to various customers for the years ended March 31, 1998,  1997,
and 1996, which amount to 10% or more of the Company's revenues, follows:

                            Year Ended March 31,
                   1998             1997             1996
                   ----             ----             ---- 
               Amt.      %      Amt.      %      Amt.      %
               ----     ---    -----     ---     ----     --- 
                           (dollars in thousands)

Customer A    $77,945   21%   $44,773    20%    $17,508   12%
Customer B        --     --    26,766    12%         --   --
Customer C     44,557   12%        --     --         --   --



9.   Industry Segment and Geographic Information

       The  Company  operates  primarily  in  the  offshore  oil  and   gas
construction  industry.  Geographic information relating to  the  Company's
operations follows:

                              Year Ended March 31,
                          1998        1997       1996
                          ----        ----       ----
                                 (in thousands)
Revenues:                                      
 Domestic               $294,209    $166,183   $114,807
 West Africa              27,348      57,419     33,569
 Asia Pacific             30,289       4,403         --
 Middle East              18,549       1,137         --
 Latin America             9,506          --         --
                        --------    --------   -------- 
       Total            $379,901    $229,142   $148,376
                        ========    ========   ========                       

Operating Income                               
(Loss):
 Domestic               $ 81,345    $ 33,172   $ 17,547
 West Africa               5,125      15,781     11,235
 Asia Pacific                317       (790)         --
 Middle East                 695          --         --
 Latin America             3,028          10         --
                        --------    --------   --------
       Total            $ 90,510    $ 48,173   $ 28,782
                        ========    ========   ========                       

Identifiable Assets:                           
 Domestic               $366,407    $281,337   $160,729
 West Africa              53,061      48,606     36,367
 Asia Pacific             60,636      10,292         --
 Middle East              47,328          --         --
 Latin America            39,423      18,471         --
 Corporate                58,512      63,981      5,430
                        --------    --------   --------
       Total            $625,367    $422,687   $202,526
                        ========    ========   ========


10.  Supplemental Disclosures of Cash Flow Information

     Supplemental cash flow information for the three years ended March 31,
1998  follows:

                                           Year Ended March 31,
                                         1998       1997       1996
                                         ----       ----       ----
                                             (in thousands)

Cash Paid For:                                   
 Interest, net of amount capitalized   $  2,252   $  1,267   $    176
 Income taxes                            15,948      4,400      5,615
                                                 
Non-cash investing and Financing
Activities:                                      
 In connection with acquisitions,
 liabilities assumed were as follows:
  Fair value of assets acquired,net of
  cash acquired                        $114,931   $ 13,829         --
  Cash paid for net assets             (103,805)    (5,990)        --
  Note payable issued to seller in
    connection with acquisition              --     (1,100)        --
                                       --------   --------    -------   
  Fair value of liabilities assumed    $ 11,126   $  6,739         --
                                       ========   ========    =======
  Short-term debt issued                         
    for acquisitions                         --   $  4,700         --

Other Non-Cash Transactions:

      In  fiscal  1998  and 1997, the tax effect of the  exercise  of  stock
options  resulted  in  an  increase  in  additional  paid-in  capital   and
reductions  to  income  taxes payable of $4.5  million  and  $1.3  million,
respectively.





11.  Quarterly Financial Information (Unaudited)

      The  offshore marine construction industry in the Gulf of  Mexico  is
highly seasonal as a result of weather conditions and the timing of capital
expenditures by oil and gas companies.  Historically, a substantial portion
of  the  Company's services has been performed during the period from  June
through November.  As a result, historically a disproportionate portion  of
the  Company's  revenues and net income is earned during the  second  (July
through  September) and third (October through December)  quarters  of  its
fiscal  year.   The  following  is  a  summary  of  consolidated  quarterly
financial information for fiscal 1998 and 1997:

                                Quarter Ended
                       June 30,    Sept. 30,   Dec. 31,  March 31,
                       --------    ---------   --------  ---------
                       (in thousands, except per share amounts)
Fiscal 1998                                      
Revenues               $63,176     $108,772    $120,435  $87,518
Gross profit            20,839       37,857      32,217   23,743
Net income              10,119       19,335      16,867   10,982
Net income per                                   
share
  Basic                   0.11         0.21        0.18     0.12
  Diluted                 0.11         0.21        0.18     0.12
                                                 
Fiscal 1997                                      
Revenues               $50,332      $72,431     $56,776  $49,603
Gross profit            12,353       21,784      15,280   13,836
Net income               6,643       12,517       8,072    6,700
Net income per                                   
share
  Basic                   0.09         0.16        0.11     0.08
  Diluted                 0.08         0.16        0.10     0.08


12.  Investment in and Advances to Unconsolidated Affiliate

     On December 23, 1996, the Company acquired from a subsidiary of J. Ray
McDermott,   S.A.   a  49%  ownership  interest  in  CCC  Fabricaciones   y
Construcciones,  S.A. de C.V., a leading provider of offshore  construction
services  in  Mexico, as well as the DB-21, a 400-foot combination  pipelay
derrick   barge,   a  crawler  crane,  a  saturation  diving   system   and
approximately  21 acres of land located adjacent to the Company's  facility
in  New  Iberia,  Louisiana  (the  "CCC Acquisition").   The  Company  also
acquired  from a subsidiary of J. Ray McDermott, S.A. the DB-15, a 400-foot
combination  pipelay derrick barge currently chartered to CCC.   The  total
purchase price for the CCC Acquisition was $38.0 million.  In addition, the
Company  (i) loaned $23.0 million to CCC to repay $15.0 million of existing
indebtedness  and  for working capital needs and (ii) provided  performance
guarantees  supporting  approximately  $50.0  million  of  CCC's   existing
indebtedness primarily relating to construction projects in progress at the
date  of  acquisition.  The Company's investment in CCC  is  accounted  for
under  the  equity  method. In fiscal 1997, the  Company's  equity  in  the
operating results of CCC from the date of acquisition was not material.

      Pro  forma  net income for the years ended March 31, 1997  and  1996,
assuming  the acquisition of the 49% ownership interest in CCC had occurred
as  of April 1, 1995, amounted to $32,389,000 ($.40 diluted net income  per
share) and, $15,033,000 ($.20 diluted net income per share), respectively.



     Following is a summary of the financial position of CCC as of December
31, 1997 and 1996 and its results of operations for the year then ended (in
thousands):
                                     December 31,
                                   1997        1996
                                   ----        ----
 
Current assets                    $63,819    $109,268
Noncurrent assets, net             19,991      19,626
                                  -------    --------
     Total                        $83,810    $128,894
                                  =======    ========
                                    
Current liabilities               $65,681    $105,185
Noncurrent liabilities             21,788      23,993
                                  -------    --------
     Total                        $87,469    $129,178
                                  =======    ========                        

                                     December 31,
                                   1997        1996
                                   ----        ----

Revenues                          $150,482   $156,854
Gross profit                        24,595     24,560
Net income (loss)                   (3,375)    (2,129)


     During  fiscal 1998 and 1997, the Company advanced funds to CCC (under
interest  bearing  and non-interest bearing arrangements),  provided  barge
charters,  diving and other construction support services to  CCC  and  was
reimbursed  for  expenditures  paid on behalf  of  CCC.   Included  in  the
accompanying  1998  and 1997 balance sheets are advances  to  CCC  totaling
$22.9  million  and  $25.4  million, respectively.   Revenues  and  expense
reimbursements relating to transactions with CCC approximated $13.0 million
and $15.1 million, respectively, for the year ended December 31, 1998 ($1.2
million  and  $23.6  million,  respectively, for  1997).   Interest  income
related  to  advances to CCC approximated $0.4 million  and  $0.7  million,
respectively,  for fiscal 1998 and 1997.  Additionally, the  Company  is  a
guarantor of certain indebtedness and other obligations of CCC as described
in Note 6.

      Subsequent  to  March  31,  1998,  the  Company  has  negotiated  the
separation  of CCC's onshore construction business into a separate  company
owned  by  Global's  partner and in which Global  will  have  no  ownership
interest.  The Company expects the separation to be complete within  fiscal
1999.

13.  Business Acquisition

      On  July  31, 1997, the Company completed the acquisition of  certain
business  operations and assets of Sub Sea International, Inc. and  certain
of its subsidiaries.  The major assets acquired in the transaction included
three construction barges, four liftboats and one dive support vessel based
in  the  United States, four support vessels based in the Middle East,  and
support  vessels  and  ROVs based in the Far East and  Asia  Pacific.   The
transaction was accounted for by the purchase method and, accordingly,  the
acquisition  cost  of $103.8 million (consisting of the purchase  price  of
$102.0 million, and directly related acquisition costs of $1.8 million) was
allocated  to the net assets acquired based on their estimated fair  market
value.   The results of operations of the acquired business operations  and
assets are included in the accompanying 1998 financial statements since the
date of acquisition.

      The following unaudited pro forma income statement data for the years
ended  March  31,  1998  and 1997 reflects the effect  of  the  acquisition
assuming it occurred effective as of the beginning of each year presented:



                                 Year Ended
                                  March 31,
                             1998         1997
                             ----         ---- 
                    (in thousands, except per share data)
                           
Revenues                   $415,257      $337,790
Net income                   55,533        27,265
Net income per share:
   Basic                   $   0.61      $   0.35
   Diluted                     0.59          0.34



ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

          None
                                     
                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      The information required by this Item is incorporated by reference to
the Company's definitive Proxy Statement to be filed pursuant to Regulation
14A  under the Securities Act of 1934 in connection with the Company's 1998
Annual  Meeting  of  Shareholders.  See also "Item  (Unnumbered)  Executive
Officers of the Registrant" appearing in Part I of this Annual Report.

ITEM 11.  EXECUTIVE COMPENSATION.

      The information required by this Item is incorporated by reference to
the Company's definitive Proxy Statement to be filed pursuant to Regulation
14A  under the Securities Act of 1934 in connection with the Company's 1998
Annual Meeting of Shareholders.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The information required by this Item is incorporated by reference to
the Company's definitive Proxy Statement to be filed pursuant to Regulation
14A  under the Securities Act of 1934 in connection with the Company's 1998
Annual Meeting of Shareholders.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The information required by this Item is incorporated by reference to
the Company's definitive Proxy Statement to be filed pursuant to Regulation
14A  under the Securities Act of 1934 in connection with the Company's 1998
Annual Meeting of Shareholders.

                                  PART IV
                                     
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  1.    Financial Statements
           The following financial statements included on pages 30 through
           50  in this Annual Report are for the fiscal year ended March 31,
           1998.

           Independent Auditors' Report.
           Consolidated Balance Sheets as of March 31, 1998 and 1997.
           Consolidated  Statements  of Operations  for  the  Years  Ended
           March 31, 1998, 1997 and 1996.
           Consolidated Statements of Shareholders' Equity for  the  Years
           Ended March 31, 1998, 1997 and 1996.
           Consolidated  Statements  of Cash Flows  for  the  Years  Ended
           March 31, 1998, 1997 and 1996.
           Notes to Consolidated Financial Statements.
      2.   Financial Statement Schedules

           All  financial  statement schedules  are  omitted  because  the
           information  is not required or because the information  required
           is in the financial statements or notes thereto.

      3.   Exhibits.

           Pursuant  to  Item  601(B)(4)(iii), the  Registrant  agrees  to
           forward to the commission, upon request, a copy of any instrument
           with  respect  to long-term debt not exceeding 10% of  the  total
           assets of the Registrant and its consolidated subsidiaries.

           The following exhibits are filed as part of this Annual Report:

           Exhibit
           Number

           3.1          -     Amended  and  Restated
                              Articles  of  Incorporation of Registrant  as
                              amended,   incorporated   by   reference   to
                              Exhibits   3.1  and  3.3  to  the  Form   S-1
                              Registration   Statement   filed    by    the
                              Registrant (Reg. No 33-56600).
           3.2          -     Bylaws of  Registrant,
                              incorporated by reference to Exhibit  3.2  to
                              the  Form  S-1 filed by Registrant (Reg.  No.
                              33-56600).
           4.1          -     Form  of Common  Stock
                              certificate,  incorporated  by  reference  to
                              Exhibit   4.1  to  the  Form  S-1  filed   by
                              Registrant (Reg. No. 33-56600).
          10.1 +         -    Global Industries,  Ltd.
                              1992  Stock  Option  Plan,  incorporated   by
                              reference  to  Exhibit 10.1 to the  Form  S-1
                              filed by Registrant (Reg. No. 33-56600).
          10.2 +         -    Global Industries,  Ltd.
                              Profit   Sharing  and  Retirement  Plan,   as
                              amended, incorporated by reference to Exhibit
                              10.2  to  the  Form S-1 filed  by  Registrant
                              (Reg. No. 33-56600).
          10.3 +         -    Global Industries,  Ltd.
                              Non-Employee Director Stock Plan, as  amended
                              incorporated by reference to Exhibit 10.3  to
                              the  Registrant's Annual Report on Form  10-K
                              for the fiscal year ended March 31, 1996.
          10.4           -    Agreement of Lease dated
                              May   1,   1992,  between  SFIC  Gulf   Coast
                              Properties,  Inc. and Global Pipelines  PLUS,
                              Inc.,  incorporated by reference  to  Exhibit
                              10.6  to  the  Form S-1 filed  by  Registrant
                              (Reg. No. 33-56600).
          10.7           -    Lease  Extension  and
                              Amendment  Agreement dated January  1,  1996,
                              between  Global Industries, Ltd. and  William
                              J.  Dore' relating to the Lafayette office and
                              adjacent  land incorporated by  reference  to
                              Exhibit  10.7  to  the  Registrant's   Annual
                              Report on Form 10-K for the fiscal year ended
                              March 31, 1996.
          10.11          -    Agreement  between
                              Global  Divers  and  Contractors,  Inc.   and
                              Colorado  School of Mines, dated October  15,
                              1991,  incorporated by reference  to  Exhibit
                              10.20  to  the  Form S-1 filed by  Registrant
                              (Reg. No. 33-56600).
          10.12          -    Sublicense Agreement
                              between  Santa  Fe International  Corporation
                              and Global Pipelines PLUS, Inc. dated May 24,
                              1990,   relating  to  the  Chickasaw's   reel
                              pipelaying   technology,   incorporated    by
                              reference  to Exhibit 10.21 to the  Form  S-1
                              filed by Registrant (Reg. No. 33-56600).
          10.13         -     Non-Competition
                              Agreement  and Registration Rights  Agreement
                              between  the Registrant and William J.  Dore',
                              incorporated by reference to Exhibit 10.23 to
                              the  Form  S-1 filed by Registrant (Reg.  No.
                              33-56600).
          10.14 +       -     Global Industries,
                              Ltd.  Restricted Stock Plan, incorporated  by
                              reference  to Exhibit 10.25 to the  Form  S-1
                              filed by Registrant (Reg. No. 33-56600).
          10.15         -     Capital Construction
                              Fund  Agreement  by  and between  the  United
                              States   of  America,  represented   by   the
                              Secretary  of Transportation, acting  by  and
                              through the Maritime Administrator and Global
                              Industries,  Ltd., incorporated by  reference
                              to  Exhibit 10.18 to the Registrant's  Annual
                              Report on Form 10-K for the fiscal year ended
                              March 31, 1994.
          10.16 +       -     Second Amendment to
                              the  Global  Industries, Ltd. Profit  Sharing
                              Plan,  incorporated by reference  to  Exhibit
                              10.19   to   the   Registrant's  Registration
                              Statement on Form S-1 (Reg. No. 33-81322).
          10.17 +       -     Global Industries,
                              Ltd.   1995  Employee  Stock  Purchase   Plan
                              incorporated by reference to Exhibit 10.20 to
                              the  Registrant's Annual Report on Form  10-K
                              for the fiscal year ended March 31, 1995.
          10.18         -     Trust  Indenture
                              relating    to   United   States   Government
                              Guaranteed Ship Financing Obligations between
                              Global   Industries,  Ltd.,  shipowner,   and
                              Hibernia  National  Bank, Indenture  Trustee,
                              dated  as  of September 27, 1994 incorporated
                              by   reference  to  Exhibit  10.22   to   the
                              Registrant's Annual Report on Form  10-K  for
                              the fiscal year ended March 31, 1995.
          10.19 +       -     Amendment to Global
                              Industries,  Ltd.  1992  Stock  Option   Plan
                              incorporated by reference to Exhibit 10.23 to
                              the  Registrant's Annual Report on Form  10-K
                              for the fiscal year ended March 31, 1996.
          10.20         -     Restated Credit
                              Agreement dated as of April 17, 1997 by,  and
                              Among  Bank  One,  National  Association,  as
                              agent for lenders Global Industries, Ltd. and
                              its  Subsidiaries, incorporated by  reference
                              to  Exhibit 10.20 to the Registrant's  Annual
                              Report on Form 10-K for the fiscal year ended
                              March 31, 1997.
          10.21         -     Trust Indenture
                              relating    to   United   States   Government
                              Guaranteed Ship Financing Obligations between
                              Global Industries, Ltd., shipowner, and First
                              National Bank of Commerce, Indenture Trustee,
                              dated as of August 15, 1996,  incorporated by
                              reference   to   Exhibit   10.21    to    the
                              Registrant's Annual Report on Form  10-K  for
                              the fiscal year ended March 31, 1997.
          10.22         -     Form of Indemnification
                              Agreement between the Registrant and each  of
                              the  Registrant's directors, incorporated  by
                              reference   to   Exhibit   10.22    to    the
                              Registrant's Annual Report on Form  10-K  for
                              the fiscal year ended March 31, 1997.
          10.23         -     Asset  Purchase
                              Agreement between Global Industries, Ltd. and
                              J.  Ray  McDermott, Inc. dated as of December
                              23, 1996 incorporated by reference to Exhibit
                              2.1  to  the Registrant's Current  Report  on
                              Form 8-K dated February 12, 1997.
          10.24         -     Barge  and  Crane
                              Purchase Agreement between Global Industries,
                              Ltd. and Hydro Marine Services, Inc. dated as
                              of   December   23,   1996  incorporated   by
                              reference  to Exhibit 2.2 to the Registrant's
                              Current Report on Form 8-K dated February 12,
                              1997.
          10.25         -     Barge  Purchase
                              Option  Agreement  between Global  Industries
                              Ltd. and Hydro Marine Services, Inc. dated as
                              of   December   23,   1996  incorporated   by
                              reference  to Exhibit 2.3 to the Registrant's
                              Current Report on Form 8-K dated February 12,
                              1997.
          10.26 +       -     1996 Amendment  to
                              Global  Industries, Ltd. 1995 Employee  Stock
                              Purchase  Plan, incorporated by reference  to
                              Exhibit  10.26  to  the  Registrant's  Annual
                              Report on Form 10-K for the fiscal year ended
                              March 31, 1997.
          10.27         -     Amendment Assignment
                              and  Assumption  of  Authorization  Agreement
                              relating  to  United States  Government  Ship
                              Financing    obligations    between    Global
                              Industries,   Ltd.,  shipowner,   and   First
                              National Bank of Commerce, Indenture Trustee,
                              dated  as  of  October 23, 1996, incorporated
                              by   reference  to  Exhibit  10.27   to   the
                              Registrant's Annual Report on Form  10-K  for
                              the fiscal year ended March 31, 1997.
         * 10.28 +      -     Global
                              Industries, Ltd.1998 Equity Incentive Plan.
         * 10.29 +      -     First  Amendment   to
                              Restated  Credit Agreement dated as  of  June
                              23, 1997 by and among the Registrant, certain
                              of  its  subsidiaries, Bank  One,  Louisiana,
                              National  Association and the  other  lenders
                              named  therein; Second Amendment to  Restated
                              Credit  Agreement dated as  of  November  18,
                              1997 by and among the Registrant, certain  of
                              its   subsidiaries,  Bank   One,   Louisiana,
                              National  Association and the  other  lenders
                              named   therein;  and  Third   Amendment   to
                              Restated  Credit Agreement dated as of  April
                              8,  1998 by and among the Registrant, certain
                              of  its  subsidiaries, Bank  One,  Louisiana,
                              National  Association and the  other  lenders
                              named therein.
            10.31       -     Acquisition  Agreement
                              among  the  Registrant Sub Sea  International
                              and Dresser Industries, dated, June 24, 1997,
                              incorporated  by reference to Exhibit  21  to
                              the  Registrant current report  on  Form  8-K
                              dated August 8, 1997.
            10.32       -     Facilities
                              Agreement  (related to Carlyss  Facility)  by
                              and  between the Registrant and Lake  Charles
                              Harbor  and  Terminal District  dated  as  of
                              November  1, 1997, incorporated by  reference
                              to  Exhibit  10.2  to Registrant's  Quarterly
                              Report  on Form 10-Q for the quarterly period
                              ended December 31, 1997.
            10.33        -    Ground  Lease
                              and  Lease-Back Agreement (related to Carlyss
                              Facility)  by and between the Registrant  and
                              Lake  Charles  Harbor and  Terminal  District
                              dated as of November 1, 1997, incorporated by
                              reference  to  Exhibit 10.3  to  Registrant's
                              Quarterly  Report  on  Form  10-Q   for   the
                              quarterly period ended December 31, 1997.
            10.34        -    Trust Indenture
                              (related to Carlyss Facility) by and  between
                              Lake Charles Harbor and Terminal District and
                              First  National Bank of Commerce, as Trustee,
                              dated as of November 1, 1997, incorporated by
                              reference  to  Exhibit 10.4  to  Registrant's
                              Quarterly  Report  on  Form  10-Q   for   the
                              quarterly period ended December 31, 1997.
             10.35       -    Pledge  and
                              Security   Agreement  (related   to   Carlyss
                              Facility) by and between Registrant and  Bank
                              One,  Louisiana, National Association,  dated
                              as  of  November  1,  1997,  incorporated  by
                              reference  to  Exhibit 10.5  to  Registrant's
                              Quarterly  Report  on  Form  10-Q   for   the
                              quarterly period ended December 31, 1997.
          *  21.1        -    Subsidiaries  of  the
                              Registrant.
          *  23.1        -    Consent of Deloitte & Touche LLP.
          *  27          -    Financial Data Schedule


     *Filed herewith.
     +Management Compensation Plan or Agreement.
      


                             SIGNATURES
     

      Pursuant  to  the requirements of Section 13 or 15 (d) 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 INDUSTRIES, LTD.
                              
                              
                              By:  /s/  MICHAEL  J.  MCCANN
                              _______________________________________
                                       Michael J. McCann
                              Vice President, Chief Financial Officer
                           (Principal Financial and Accounting Officer)
                                     
June 25, 1998

      Pursuant to the requirements of the Securities Exchange Act of  1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


/s/  WILLIAM J. DORE'
-----------------------
     William J. Dore'     Chairman of the Board, President,    June 25, 1998
                          Chief Executive Officer and
                          Director

/s/  JAMES C. DAY
------------------------  Director                             June 25, 1998
     James C. Day


/s/  MYRON J. MOREAU
------------------------  Director                             June 25, 1998
     Myron J. Moreau


/s/  EDWARD P. DJEREJIAN
------------------------  Director                             June 25, 1998
     Edward P. Djerejian


/s/  MICHAEL J. POLLOCK
------------------------  Director                             June 25, 1998
     Michael J. Pollock


/s/  MICHAEL J. MCCANN
------------------------  Vice President, Chief Financial      June 25, 1998
     Michael J. McCann    Officer and Director
                          


 
                                                         Exhibit 10.28


                         GLOBAL INDUSTRIES, LTD.
                        1998 EQUITY INCENTIVE PLAN

                                I.  PURPOSE

      The purpose of the Global Industries, Ltd. 1998 EQUITY INCENTIVE PLAN
is  to  provide  a  means  through which Global Industries,  Ltd.  and  its
subsidiaries  may attract able persons to enter the employ of  the  Company
(as  defined  below) or its Subsidiaries, and to provide  a  means  whereby
those   individuals  upon  whom  the  responsibilities  of  the  successful
administration and management of the Company and its Subsidiaries rest, and
whose present and potential contributions to the welfare of the Company and
its  Subsidiaries  are  of  importance,  can  acquire  and  maintain  stock
ownership,  thereby  strengthening their concern for  the  welfare  of  the
Company  and its subsidiaries.  A further purpose of the Plan is to provide
such   individuals  with  additional  incentive  and  reward  opportunities
designed  to  enhance  the  profitable  growth  of  the  Company  and   its
Subsidiaries.  Accordingly, the Plan provides that the Company may grant to
certain  employees  shares of Restricted Stock, or the option  to  purchase
shares  of  Common Stock, as hereinafter set forth.  Options granted  under
the  Plan  may  be either Incentive Stock Options or options  that  do  not
constitute Incentive Stock Options.

                             II.  DEFINITIONS

      The  following  definitions (including any plural thereof)  shall  be
applicable throughout the Plan unless specifically modified by any Section:

      (a)   "ADMINISTRATOR" means (i) in the context of Awards made to,  or
the  administration (or interpretation of any provision) of the Plan as  it
relates  to,  any person who is subject to Section 16 of the  Exchange  Act
(including   any   successor  section  to  the  same  or  similar   effect,
"Section 16"), the Committee, or (ii) in the context of Awards made to,  or
the  administration (or interpretation of any provision) of the Plan as its
relates  to, any person who is not subject to Section 16, the Committee  or
the  Chief Executive Officer of the Company if the Chief Executive  Officer
is a Director.

     (b)  "AWARD" means an Option or grant of Restricted Stock.

     (c)  "BOARD" means the Board of Directors of the Company.

     (d)   "CODE"  means  the Internal Revenue Code of 1986,  as  amended.
Reference in the Plan to any section of the Code shall be deemed to include
any  amendments or successor provisions to such section and any regulations
promulgated under such section.

     (e)   "COMMITTEE" means a committee of the Board comprised solely  of
two  or  more  outside Directors (within the meaning of the  term  "outside
directors"   as  used  in  Section  162(m)  of  the  Code  and   applicable
interpretive authority thereunder and so long as the Company is subject  to
Section  16  of  the  Exchange  Act within  the  meaning  of  "Non-Employee
Director"  as  defined  in  Rule  16b-3).   Such  committee  shall  be  the
Compensation  Committee of the Board unless and until the Board  designates
another  committee of the Board to serve as the Committee as  described  in
the Plan.

     (f)   "COMMON STOCK" means the common stock, $.01 par value,  of  the
Company,  or  any security into which such Common Stock may be  changed  by
reason of any transaction or event of the type described in Section IX(b).

     (g)   "COMPANY"  shall  mean  Global Industries,  Ltd.,  a  Louisiana
corporation, or any successor thereto.

     (h)   "DIRECTOR"  means an individual elected to  the  Board  by  the
shareholders of the Company or by the Board under applicable corporate  law
who is serving on the Board on the date the Plan is adopted by the Board or
is elected to the Board after such date.

     (i)  "DISABILITY" means any permanent and total disability as defined
in section 22(e)(3) of the Code.

     (j)  "EMPLOYEE" means any person (which may include a Director) in an
employment relationship with the Company or with respect to Incentive Stock
Options, any parent or subsidiary corporation as defined in section 424  of
the  Code,  or  with respect to Awards that do not constitute an  Incentive
Stock Option, any Subsidiary of the Company.

     (k)   "EXCHANGE ACT" means the Securities Exchange Act  of  1934,  as
amended, and the rules and regulations promulgated thereunder.

     (l)   "INCENTIVE STOCK OPTION" means an incentive stock option within
the meaning of section 422 of the Code.

     (m)   "MARKET VALUE PER SHARE" means, as of any specified  date,  the
closing  sale price of the Common Stock on that date (or, if there  are  no
sales  on that date, the last preceding date on which there was a sale)  in
the  principal securities market in which the Common Stock is then  traded.
If  the Common Stock is not publicly traded at the time a determination  of
"Market   Value   per  Share"  is  required  to  be  made  hereunder,   the
determination  of  such amount shall be made by the Administrator  in  such
manner as it deems appropriate.

     (n)   "OPTION" means an option to purchase Common Stock granted under
Section  VII   of  the Plan and includes both Incentive Stock  Options  and
Options that do not constitute Incentive Stock Options.

     (o)  "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee with respect to, and evidencing the grant of, an Option.

     (p)  "OPTIONEE" means an employee who has been granted an Option.

     (q)   "PLAN" means the Global Industries, Ltd. 1998 Equity  Incentive
Plan, as amended from time to time.

     (r)  "RESTRICTED STOCK" means shares of Common Stock granted pursuant
to  Section  VIII of the Plan as to which neither the substantial  risk  of
forfeiture  nor  the  restriction  on transfers  referred  to  therein  has
expired.

     (s)   "RESTRICTED STOCK AGREEMENT" means a written agreement  between
the  Company  and  a  recipient of Restricted Stock with  respect  to,  and
evidencing the grant of, Restricted Stock.

     (t)   "RULE 16B-3" means Rule 16b-3 under the Exchange Act,  as  such
rule  may  be amended from time to time, any successor rule, regulation  or
statute fulfilling the same or similar function.

     (u)  "SUBSIDIARY" means any entity other than the Company (whether  a
partnership, trust, corporation, limited liability company or  other)  with
respect  to which the Company, directly or indirectly through one  or  more
other entities, owns equity interests possessing 25 percent or more of  the
total  combined  voting  power  of  all equity  interests  of  such  entity
(excluding voting power that arises only upon the occurrence of one or more
specified events).

               III.  EFFECTIVE DATE AND DURATION OF THE PLAN

      The Plan shall become effective upon the date of its adoption by  the
Board;  provided,  that  the Plan is approved by the  shareholders  of  the
Company within twelve months thereafter.  Notwithstanding any provision  of
the  Plan  or  of  any Option Agreement or Restricted Stock  Agreement,  no
Option shall be exercisable, and no shares of Restricted Stock shall  vest,
prior to such shareholder approval.  No further Options or Restricted Stock
may  be  granted under the Plan after ten years from the date the  Plan  is
adopted  by  the Board.  The Plan shall remain in effect until all  Options
granted  under the Plan have been satisfied or expired, and all  shares  of
Restricted Stock granted under the Plan have vested or been forfeited.

                            IV.  ADMINISTRATION

      (a)    ADMINISTRATOR.   The  Plan  shall  be  administered  by   the
Administrator,  so  that  Awards  made  to,  and  the  administration   (or
interpretation of any provision) of the Plan as it relates to,  any  person
who  is  subject to Section 16, shall be made or effected by the Committee,
and  Awards  made  to,  and the administration (or  interpretation  of  any
provision)  of the Plan as it relates to, any person who is not subject  to
Section 16, shall be made or effected by either the Committee or the  Chief
Executive  Officer  of  the Company if the Chief  Executive  Officer  is  a
Director.

      (b)   POWERS.   Subject to the express provisions of  the  Plan,  the
Administrator  shall have authority, in its discretion, to determine  which
employees or Directors shall receive an Award, the time or times when  such
Award  shall  be granted, whether an Incentive Stock Option or nonqualified
Option  shall  be granted, and the number of shares to be subject  to  each
Award.   In  making such determinations, the Administrator shall take  into
account the nature of the services rendered by the respective employees  or
Directors,  their  present  and  potential contribution  to  the  Company's
success and such other factors as the Administrator in its discretion shall
deem  relevant.   Subject  to  the express  provisions  of  the  Plan,  the
Administrator  shall  also  have the power to construe  the  Plan  and  the
respective   agreements  executed  hereunder,  to   prescribe   rules   and
regulations  relating to the Plan, and to determine the terms, restrictions
and   provisions  of  the  Option  Agreements  and  the  Restricted   Stock
Agreements, including such terms, restrictions and provisions as  shall  be
requisite in the judgment of the Administrator to cause designated  Options
to qualify as Incentive Stock Options, and to make all other determinations
necessary  or advisable for administering the Plan.  The Administrator  may
correct any defect or supply any omission or reconcile any inconsistency in
the  Plan or in any agreement relating to an Award in the manner and to the
extent  it shall deem expedient to carry it into effect.  The determination
of the Administrator on the matters referred to in this Section IV shall be
conclusive;  provided, however, that in the event of any  conflict  in  any
such determination as between the Committee and the Chief Executive Officer
of  the Company, each acting in capacity as Administrator of the Plan,  the
determination  of  the  Committee  shall  be  final  and  conclusive.   All
decisions  and determinations of the Committee shall be made by a  majority
of the members thereof.

             V.  SHARES SUBJECT TO THE PLAN; GRANT OF OPTIONS;
                         GRANT OF RESTRICTED STOCK

     (a)  SHARES SUBJECT TO THE PLAN.  Subject to adjustment as provided in
Section IX(b), the aggregate number of shares of Common Stock that  may  be
issued  under the Plan shall not exceed 3,200,000 shares.  Shares  shall  be
deemed  to  have  been  issued under the Plan only to the  extent  actually
issued  and delivered pursuant to an Option or a grant of Restricted Stock.
To  the extent that an Option or a grant of Restricted Stock lapses or  the
rights  of  the  recipient with respect thereto terminate,  any  shares  of
Common Stock then subject to such Option or grant of Restricted Stock shall
again be available for grant under the Plan.  Notwithstanding any provision
in  the Plan to the contrary, the maximum number of shares of Common  Stock
that  may  be subject to Options granted to any one individual  during  any
calendar  year may not exceed (i)100,000 shares and (ii) may be granted as 
Restricted Stock, may not exceed 100,000 shares(in each case subject to
adjustment as provided in Section IX(b)).  The limitation set forth in  the
preceding sentence  shall  be  applied  in a manner which  will  permit  
compensationgenerated  in  connection  with Options (and grants  of Restricted 
Stock)awarded  under  the  Plan by the Committee that is intended  to
constitute "performance based" compensation for purposes of section 162(m) of
the Code to so qualify, including, without limitation, counting against such
maximum number  of shares, to the extent required under section 162(m) of the 
Code and  applicable  interpretive authority thereunder, any shares  subject  
to Options that are canceled or repriced.

      (b)  GRANT OF OPTIONS.  The Administrator may from time to time grant
Options  to  one  or more Employees or Directors determined  by  it  to  be
eligible for participation in the Plan in accordance with the terms of this
Plan.

      (c)   GRANT OF RESTRICTED STOCK.  The Administrator may from time  to
time  grant  Restricted  Stock  to  one  or  more  Employees  or  Directors
determined by it to be eligible for participation in the Plan in accordance
with the terms of this Plan.

      (d)   STOCK  OFFERED.   Subject  to  the  limitations  set  forth  in
Section  V(a)  above, the stock to be offered pursuant to an Award  may  be
authorized but unissued Common Stock or Common Stock previously issued  and
outstanding  and  reacquired by the Company.  All authorized  and  unissued
shares  issued  as  Common  Stock  in  accordance  with  the  Plan,  Option
Agreements  and Restricted Stock Agreements hereunder shall be  fully  paid
and  non-assessable shares.  Any of such shares which remain  unissued  and
which are not subject to outstanding Awards at the termination of the  Plan
shall  cease to be subject to the Plan but, until termination of the  Plan,
the Company shall at all times make available a sufficient number of shares
to meet the requirements of the Plan.

                             VI.  ELIGIBILITY

      Awards may be granted only to persons who, at the time of grant,  are
Employees or Directors.  An Award may be granted on more than one  occasion
to  the same person and, subject to the limitations set forth in the  Plan,
Awards  consisting of Options may include an Incentive Stock Option  or  an
Option  that  is not an Incentive Stock Option or any combination  thereof,
and Awards may consist of any combination of Options and Restricted Stock.

                            VII.  STOCK OPTIONS

      (a)  OPTION PERIOD.  The term of each Option shall be as specified by
the Administrator at the date of grant.

      (b)   LIMITATIONS  ON  EXERCISE  OF  OPTION.   An  Option  shall  be
exercisable  in  whole  or  in  such installments  and  at  such  times  as
determined by the Administrator at the date of grant.

      (c)   SPECIAL  LIMITATIONS ON INCENTIVE STOCK OPTIONS.  An  Incentive
Stock  Option may be granted only to an individual who is an Employee.   To
the  extent  that the aggregate Market Value per Share (determined  at  the
time the respective Incentive Stock Option is granted) of Common Stock with
respect to which Incentive Stock Options are exercisable for the first time
by  an individual during any calendar year under all incentive stock option
plans  of  the  Company and its parent and Subsidiary corporations  exceeds
$100,000, such Incentive Stock Options shall be treated as Options which do
not constitute Incentive Stock Options.  The Administrator shall determine,
in  accordance with applicable provisions of the Code, Treasury Regulations
and  other  administrative pronouncements, which of an Optionee's Incentive
Stock  Options will not constitute Incentive Stock Options because of  such
limitation and shall notify the Optionee of such determination as  soon  as
practicable after such determination.  No Incentive Stock Option  shall  be
granted  to  an  individual if, at the time the  Option  is  granted,  such
individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or Subsidiary
corporation,  within the meaning of section 422(b)(6) of the  Code,  unless
(i) at the time such Option is granted the option price is at least 110% of
the  Market  Value per Share of the Common Stock subject to the Option  and
(ii)  such  Option by its terms is not exercisable after the expiration  of
five years from the date of grant.  An Incentive Stock Option shall not  be
transferable   otherwise  than  by  will  or  the  laws  of   descent   and
distribution, and shall be exercisable during the Optionee's lifetime  only
by such Optionee or the Optionee's guardian or legal representative.

      (d)   OPTION  AGREEMENT.   Each Option may be  exercisable  for  such
periods  (not to exceed 10 years from the date of grant thereof) and  shall
be  evidenced  by  an  Option Agreement in such form  and  containing  such
provisions,  terms and conditions not inconsistent with the  provisions  of
the  Plan  as the Administrator from time to time shall approve, including,
without  limitation, provisions to qualify an Incentive Stock Option  under
section 422 of the Code.  Each Option Agreement shall specify the effect of
termination  of  (i)  employment,  or (ii)  membership  on  the  Board,  as
applicable,  on the exercisability of the Option.  An Option Agreement  may
provide  for  the  payment of the option price, in whole  or  in  part,  by
delivery  of  a  number of shares of Common Stock (plus cash if  necessary)
having  a Market Value per Share equal to such option price.  Moreover,  an
Option  Agreement  may  provide for a "cashless  exercise"  of  the  Option
pursuant  to  procedures  established by  the  Administrator  with  respect
thereto.  The terms and conditions of the respective Option Agreements need
not be identical.

      (e)   OPTION PRICE AND PAYMENT.  The price at which a share of Common
Stock may be purchased upon exercise of an Option shall be set forth in the
Option  Agreement and shall be determined by the Administrator but, subject
to  adjustment as provided in Section IX(b), such purchase price shall  not
be  less than the Market Value per Share of a share of Common Stock on  the
date  such  Option is granted in the case of an Incentive Stock Option  and
85% of the Market Value per Share of a share of Common Stock on the date
such  Option  is granted in the case of an Option that is not an  Incentive
Stock  Option.   The  Option or any portion thereof  may  be  exercised  by
delivery  of an irrevocable notice of exercise to the Company, as specified
by  the Administrator.  The purchase price of the Option or portion thereof
shall  be  paid  in  full  in the manner specified  by  the  Administrator.
Separate stock certificates shall be issued by the Company for those shares
acquired  pursuant  to the exercise of an Incentive Stock  Option  and  for
those shares acquired pursuant to the exercise of any Option that does  not
constitute an Incentive Stock Option.

      (f)   SHAREHOLDER  RIGHTS  AND PRIVILEGES.   The  Optionee  shall  be
entitled  to  all  the  privileges and rights of a  shareholder  only  with
respect  to  such shares of Common Stock as have been purchased  under  the
Option and for which certificates representing such Common Stock have  been
registered in the Optionee's name.

      (g)   OPTIONS  IN  SUBSTITUTION FOR STOCK OPTIONS  GRANTED  BY  OTHER
CORPORATIONS.  Options may be granted under the Plan from time to  time  in
substitution for stock options held by individuals employed by corporations
who  become  employees  as a result of a merger or consolidation  or  other
business combination of the employing corporation with the Company  or  any
Subsidiary.

                          VIII.  RESTRICTED STOCK

     (a)  OWNERSHIP OF RESTRICTED STOCK.  Upon receipt by the Company of an
executed  Restricted Stock Agreement, each grant of Restricted  Stock  will
constitute an immediate transfer of record and beneficial ownership of  the
shares  of  Restricted Stock to the recipient of the grant in consideration
of  the  performance of services by such recipient (or other  consideration
determined by the Administrator), entitling the recipient to all voting and
other  ownership  rights,  but  subject  to  the  restrictions  hereinafter
referred  or  contained  in the related Restricted Stock  Agreement.   Each
grant  may,  in the discretion of the Administrator, limit the  recipient's
dividend  rights during the period in which the shares of Restricted  Stock
are  subject  to  a  substantial  risk of forfeiture  and  restrictions  on
transfer.   In  the  event that, as the result of a stock  split  or  stock
dividend  or  combination of shares or any other change,  or  exchange  for
other    securities,    by   reclassification,   reorganization,    merger,
consolidation, recapitalization or otherwise, the recipient shall,  as  the
owner of Common Stock subject to restrictions hereunder, be entitled to new
or   additional   shares  of  stock  or  securities,  the  certificate   or
certificates  for,  or  other  evidences of,  such  new  or  additional  or
different shares or securities, shall also be subject to all provisions  of
the  Plan  and  the  applicable  Restricted  Stock  Agreement  relating  to
substantial  risk of forfeiture, restrictions and lapse of restrictions  to
the  extent  applicable  to  the shares with respect  to  which  they  were
distributed; provided, however, that if the recipient shall receive rights,
warrants  or  fractional interests in respect of any of such Common  Stock,
such  rights or warrants may be held, exercised, sold or otherwise disposed
of, and such fractional interests may be settled, by the recipient free and
clear of the restrictions hereafter set forth.


      (b)   SUBSTANTIAL  RISK OF FORFEITURE AND RESTRICTIONS  ON  TRANSFER.
Each  grant  of  Restricted Stock will provide that (i) the shares  covered
thereby  will be subject, for a period or periods (which may be based  upon
achievement  of  performance standards) determined by the Administrator  at
the  date  of  grant,  to  one  or  more restrictions,  including,  without
limitation,   a  restriction  that  constitutes a  "substantial   risk   of
forfeiture"  within  the meaning of section 83 of the Code  and  applicable
interpretive authority thereunder, and (ii) during such period  or  periods
during which such restrictions are to continue, the transferability of  the
Restricted  Stock  subject  to  such restrictions  will  be  prohibited  or
restricted in a manner and to the extent prescribed by the Administrator at
the  date  of grant, including prohibitions on sale, assignment, pledge  or
hypothecation of the shares.

      (c)   RESTRICTED STOCK HELD IN TRUST.  Shares of Common Stock awarded
pursuant  to  a  grant of Restricted Stock will be held  in  trust  by  the
Company  for the benefit of the recipient until such time as the applicable
restriction on transfer thereof shall have expired or otherwise lapsed,  at
which time certificates representing such Common Stock will be delivered to
the  recipient.  Certificates representing Common Stock issued pursuant  to
the  Plan  shall be imprinted with a legend to the effect that  the  shares
represented  thereby  may  not  be sold, exchanged,  transferred,  pledged,
hypothecated or otherwise disposed of except in accordance with  the  terms
of  this  Plan and the Restricted Stock Agreement and applicable securities
laws,  and each transfer agent for the Common Stock shall be instructed  to
like  effect  in respect of such shares.  In aid of such restrictions,  the
Company  may require the recipient to execute and deliver to the Company  a
stock  power  in  blank with respect to the shares and  may,  in  its  sole
discretion, determine to retain possession of the certificates  for  shares
with  respect to which the restrictions have not lapsed.  The Company shall
have the right, in its sole discretion, to exercise such stock power in the
event  that  the  Company  becomes  entitled  to  shares  pursuant  to  the
provisions  of the Plan or the Restricted Stock Agreement related  to  such
shares.   In  the event of the termination of the Participant's  employment
with the Company, the Participant shall be obligated, for no consideration,
to  forfeit  and  surrender  such shares, to the  extent  then  subject  to
restrictions, to the Company.  The restrictions shall be binding  upon  and
enforceable against any transferee.

      (d)   RESTRICTED STOCK AGREEMENT; CONSIDERATION.  (i) Each  grant  of
Restricted Stock shall be evidenced by a Restricted Stock Agreement in such
form and containing such provisions not inconsistent with the provisions of
the  Plan as the Administrator from time to time shall approve.  The  terms
and  conditions of the respective Restricted Stock Agreements need  not  be
identical.   Each grant of Restricted Stock may be made without  additional
consideration  or  in consideration of a payment by the recipient  that  is
less than the Market Value per Share on the date of grant, as determined by
the Administrator.

           (ii) As a condition to the issuance of shares of Common Stock to
a  recipient, such recipient must consent to the provisions of this Plan as
then  in  effect and the Restricted Stock Agreement by executing a copy  of
the  Restricted  Stock Agreement and returning such executed  copy  to  the
Company.  The failure by a recipient to execute and return a copy  of  such
Restricted  Stock Agreement within 30 days of its issuance shall constitute
grounds  for  the forfeiture of any right to receive the shares  of  Common
Stock potentially issuable pursuant to such Restricted Stock Agreement,  in
the discretion of the Administrator.

        IX.  RECAPITALIZATION, REORGANIZATION AND CHANGE IN CONTROL

      (a)  NO EFFECT ON RIGHT OR POWER.  The existence of the Plan and  the
Awards granted hereunder shall not affect in any way the right or power  of
the  Board or the shareholders of the Company or any Subsidiary to make  or
authorize any adjustment, recapitalization, reorganization or other  change
in the Company's or any Subsidiary's capital structure or its business, any
merger or consolidation of the Company or any Subsidiary, any issue of debt
or  equity  securities ahead of or affecting Common  Stock  or  the  rights
thereof, the dissolution or liquidation of the Company or any Subsidiary or
any  sale, lease, exchange or other disposition of all or any part  of  its
assets or business or any other corporate act or proceeding.

     (b)  CHANGES IN COMMON STOCK.  The provisions of Section V(a) imposing
limits  on the numbers of shares of Common Stock covered by Awards  granted
under  the Plan, as well as the number or type of shares or other  property
subject  to  outstanding  Options  and  Restricted  Stock  grants  and  the
applicable option prices per share, shall be adjusted appropriately by  the
Committee  in  the event of stock dividends, spin offs of assets  or  other
extraordinary   dividends,   stock   splits,   combinations   of    shares,
recapitalization,  mergers, consolidations, reorganizations,  liquidations,
issuances of rights or warrants, conversion or exchange of the Common Stock
for  a  different  number or kind of shares of stock or securities  of  the
Company or another entity and similar transactions or events.  If any  such
adjustment  shall  result in a fractional share,  such  fraction  shall  be
disregarded.

      (c)   CHANGE  IN CONTROL.  As used in the Plan, the term  "Change  in
Control" shall mean:

           (aa)  any person (within the meaning of Section 13(d)  or  14(d)
     under  the  Exchange Act, including any group (within the  meaning  of
     Section  13(d)(3)  under  the  Exchange Act),  a  "Person")  except an
     underwriter  or  group  of underwriters in connection  with  a  public
     offering of the Common Stock, is or becomes the "beneficial owner" (as
     such  term  is  defined in Rule 13d-3 promulgated under  the  Exchange
     Act),  directly  or  indirectly, of securities of  the  Company  (such
     Person being referred to as an "Acquiring Person") representing 50% or
     more of the combined voting power of the Company's outstanding securities
     other  than  beneficial ownership by (i) the Company or any Subsidiary
     of  the Company, (ii) any employee benefit plan of the Company or  any
     Person  organized, appointed or established pursuant to the  terms  of
     any  such employee benefit plan (unless such plan or Person is a party
     to  or  is  utilized in connection with a transaction led  by  Outside
     Persons),  or  (iii)  William  J.  Dore'  or  any  Person  controlling,
     controlled  by or under common control with Dore' (Persons referred  to
     in  clauses  (i)  and  (ii)  hereof are  hereinafter  referred  to  as
     "Excluded Persons"); or

           (bb) individuals who constituted the Board as of May 30,  1998
     (the "Incumbent Board") cease for any reason to constitute at least  a
     majority  of  the  Board,  provided that  any  individual  becoming  a
     director  subsequent  to May 30, 1998 whose appointment  to  fill  a
     vacancy  or  to  fill  a  new Board position or whose  nomination  for
     election  by the Company's shareholders was approved by a vote  of  at
     least  a majority of the directors then comprising the Incumbent Board
     shall  be  considered as though such individual were a member  of  the
     Incumbent Board; or

           (cc) the Company mergers with or consolidates into or engages in
     a  reorganization  or similar transaction with another entity pursuant
     to  a  transaction  in  which  the Company  is  not  the  "Controlling
     Corporation"; or

           (dd)  the Company sells, leases or otherwise disposes of all  or
     substantially all of its assets, other than to Excluded Persons, or is
     dissolved or liquidated.

      For  purposes  of  clause  (aa) above, if at  any  time  there  exist
securities of different classes entitled to vote separately in the election
of directors, the calculation of the proportion of the voting power held by
a  beneficial  owner  of the Company's securities shall  be  determined  as
follows:   first,  the  proportion  of  the  voting  power  represented  by
securities held by such beneficial owner of each separate class or group of
classes voting separately in the election of directors shall be determined,
provided that securities representing more than 50% of the voting power  of
securities  of  any  such  class or group of classes  shall  be  deemed  to
represent 100% of such voting power; second, such proportion shall then  be
multiplied by a fraction, the numerator of which is the number of directors
which  such  class or classes is entitled to elect and the  denominator  of
which  is the total number of directors elected to membership on the  Board
at  the time; and third, the product obtained for each such separate  class
or  group  of  classes  shall be added together, which  sum  shall  be  the
proportion  of  the  combined  voting power of  the  Company's  outstanding
securities held by such beneficial owner.

      For  purposes of clause (aa) above, the term "Outside Persons"  means
any Persons other than Persons described in clauses (aa) (i) or (iii) above
(as  to  Persons  described  in clause (aa) (iii)  above,  while  they  are
Excluded Persons) or members of senior management of the Company in  office
immediately prior to the time the Acquiring Person acquires the  beneficial
ownership described in clause (aa).

      For purposes of clause (cc) above, the Company shall be considered to
be the Controlling Corporation in any merger, consolidation, reorganization
or  similar  transaction unless either (1) the shareholders of the  Company
immediately  prior  to  the  consummation  of  the  transaction  (the  "Old
Shareholders") would not, immediately after such consummation, beneficially
own, directly or indirectly, securities of the resulting entity entitled to
elect  a  majority  of  the  members of the Board  of  Directors  or  other
governing  body  of  the  resulting entity or (2) those  persons  who  were
directors  of  the  Company immediately prior to the  consummation  of  the
proposed  transaction  would  not,  immediately  after  such  consummation,
constitute  a  majority of the directors of the resulting entity,  provided
that (I) there shall be excluded from the determination of the voting power
of  the  Old  Shareholders securities in the resulting entity  beneficially
owned,  directly  or indirectly, by the other party to the transaction  and
any  such  securities beneficially owned, directly or  indirectly,  by  any
Person  acting  in concert with the other party to the transaction  (unless
such other party or such Person is William J. Dore', (II) there shall be 
excluded from the determination of the voting power of the Old Shareholders
securities in the resulting entity acquired in any such transaction other 
than as a result of the beneficial ownership of Company securities prior to
the transaction and (III) persons who are directors of the resulting entity
shall be deemed not to have been directors of the Company immediately prior
to the consummation of  the transaction if they were elected as directors of
the Company within 90 days prior to the consummation of the transaction.

      Upon  the  occurrence of a Change in Control, with  respect  to  each
recipient  of  an  Option  hereunder, the Committee,  acting  in  its  sole
discretion  without the consent or approval of any optionee,  shall  effect
one  or more of the following alternatives, which may vary among individual
Optionees:   (1) accelerate the time at which Options then outstanding  may
be  exercised so that such Options may be exercised in full for  a  limited
period  of time on or before a specified date (before or after such  Change
of  Control)  fixed  by  the  Committee, after  which  specified  date  all
unexercised Options and all rights of Optionees thereunder shall terminate,
(2) require the mandatory surrender to the Company by selected Optionees of
some or all of the outstanding Options held by such Optionees (irrespective
of  whether such options are then exercisable under the provisions  of  the
Plan)  as  of a date, before or after such Change of Control, specified  by
the  Committee,  in which event the Committee shall thereupon  cancel  such
options  and the Company shall pay to each optionee an amount of  cash  per
share  equal  to the excess of the amount calculated in the  next  sentence
(the  "Change of Control Value") of the shares subject to such option  over
the  exercise  price(s) under such Options for such shares, (3)  make  such
adjustments  to options then outstanding as the Committee may determine  in
its  sole  discretion  (provided,  however,  in  its  sole  discretion  the
Committee  may  determine that no adjustment is necessary to  Options  then
outstanding) or (4) provide that thereafter upon any exercise of an  option
theretofore granted the optionee shall be entitled to purchase  under  such
option,  in  lieu of the number of shares of Common Stock then  covered  by
such option, the number and class of shares of stock or other securities or
property  to  which the optionee would have been entitled pursuant  to  the
terms  of  the  agreement of merger, consolidation or sale  of  assets  and
dissolution if, immediately prior to such merger, consolidation or sale  of
assets  and dissolution the optionee had been the holder of record  of  the
number  of shares of Common Stock then covered by such option.  "Change  of
Control  Value" shall equal the amount determined in clause  (i),  (ii)  or
(iii),  whichever  is  applicable, as follows:  (i)  the  per  share  price
offered  to  shareholders of the Company in any such merger, consolidation,
reorganization, sale of assets or dissolution transaction, (ii)  the  price
per  share  offered to shareholders of the Company in any tender  offer  or
exchange  offer whereby a Change of Control takes place, or (iii)  if  such
Change of Control occurs other than pursuant to a tender or exchange offer,
the fair market value per share of the shares into which such Options being
surrendered are exercisable, as determined by the Committee as of the  date
determined by the Committee to be the date of cancellation and surrender of
such  Options.  In the event that the consideration offered to shareholders
of  the  Company  in  any transaction described in this  paragraph  or  the
paragraph  above consists of anything other than cash, the Committee  shall
determine  the  fair  cash equivalent of the portion of  the  consideration
offered  which  is  other than cash. Upon the occurrence  of  a  Change  of
Control,  with  respect  to the recipient of Restricted  Stock  Awards  the
Committee,  acting in its sole discretion, without the consent or  approval
of  any  holder  of Restricted Stock may provide that (x) all  restrictions
applicable  to  such  recipient's Restricted  Stock  shall  lapse  and  the
Restricted  Stock  shall vest in full, (y) all restrictions  applicable  to
such recipient's Restricted Stock which would expire or be satisfied within
twelve  months  of  the  Change of Control shall be  deemed  to  have  been
satisfied  and to that extent such Restricted Stock shall vest in  full  or
(iii)  such  Change  of Control shall have no effect  on  the  restrictions
applicable to such recipient's Restricted Stock.


                 X.  AMENDMENT AND TERMINATION OF THE PLAN

      The  Board in its discretion may terminate the Plan at any time  with
respect to any shares of Common Stock for which Awards have not theretofore
been granted.  The Board shall have the right to alter or amend the Plan or
any  part  thereof from time to time, provided that no change in any  Award
theretofore  granted  may  be made which would impair  the  rights  of  the
recipient  thereof  without  the consent of such  recipient,  and  provided
further that the Board may not, without approval of the shareholders of the
Company,  amend  the Plan to (a) increase the maximum aggregate  number  of
shares  that  may  be  issued under the Plan or (b)  change  the  class  of
individuals eligible to receive Awards under the Plan.

                            XI.  MISCELLANEOUS

      (a)  NO RIGHT TO AN OPTION OR RESTRICTED STOCK.  Neither the adoption
of  the  Plan  nor  any action of the Board or the Administrator  shall  be
deemed to give an employee or Director any right to be granted an Award  or
any  other  rights  hereunder  except as may  be  evidenced  by  an  Option
Agreement  or  Restricted Stock Agreement duly executed  and  delivered  on
behalf  of  the  Company, and then only to extent  and  on  the  terms  and
conditions  expressly set forth therein.  The Plan shall be unfunded.   The
Company shall not be required to establish any special or separate fund  or
to  make any other segregation of funds or assets to assure the performance
of  its  obligations under any Award.  Nothing contained  herein  shall  be
deemed to create a trust of any kind or create any fiduciary relationship.

      (b)  NO EMPLOYMENT OR MEMBERSHIP RIGHTS CONFERRED.  Nothing contained
in  the  Plan shall (i) confer upon any employee any right with respect  to
continuation   of  employment  with  the  Company  or  any  Subsidiary   or
(ii) interfere in any way with the right of the Company or any Subsidiary  to
terminate his or her employment at any time.  Nothing contained in the Plan
shall  confer  upon any Director any right with respect to continuation  of
membership on the Board.

      (c)  OTHER LAWS; WITHHOLDING.  The Company shall not be obligated  to
issue any Common Stock pursuant to any Award granted under the Plan at  any
time  when  the shares covered thereby have not been registered  under  the
Securities Act of 1933, as amended, and such other state and federal  laws,
rules  and regulations as the Company or the Administrator deems applicable
and,  in the opinion of legal counsel to the Company, there is no exemption
from  the  registration  requirements of such laws, rules  and  regulations
available  for the issuance and sale of such shares.  No fractional  shares
of  Common  Stock  shall  be  delivered, nor shall  any  cash  in  lieu  of
fractional  shares be paid.  The Company shall have the right to  (i)  make
deductions from any settlement or exercise of an Award made under the Plan,
including  the  delivery of shares, or require shares or cash  or  both  be
withheld  from any Award, in each case in an amount sufficient  to  satisfy
withholding  of  any  federal, state or local taxes  required  by  law,  or
(ii)  take such other action as may be necessary or appropriate to  satisfy
any  such tax withholding obligations.  The Administrator may determine the
manner  in  which  such tax withholding may be satisfied,  and  may  permit
shares  of Common Stock (together with cash, as appropriate) to be used  to
satisfy required tax withholding based on the Market Value per Share of any
such  shares  of  Common  Stock, as of the date of delivery  of  shares  in
satisfaction  of  the  applicable Award;  provided  that  election  by  any
participant  who is subject to Section 16 of the Exchange Act may  only  be
made  during  the period beginning on the third business day following  the
date  of  release for publication of quarterly or annual summary statements
of  earnings and ending on the last business day of the second month of the
fiscal quarter during which such announcement was made following such date.

      (d)  NO RESTRICTION ON CORPORATE ACTION.  Subject to the restrictions
contained in Section X, nothing contained in the Plan shall be construed to
prevent  the  Company or any Subsidiary from taking any  corporate  action,
whether or not such action would have an adverse effect on the Plan or  any
Award  granted  hereunder.   No Employee, Director,  beneficiary  or  other
person  shall  have any claim against the Company or any  Subsidiary  as  a
result of any such action.

      (e)   RESTRICTIONS  ON  TRANSFER OF OPTIONS  AND  CERTAIN  UNDERLYING
SHARES.   An Option (other than an Incentive Stock Option, which  shall  be
subject to the transfer restrictions set forth in Section VII(c)) shall not
be  transferable  otherwise than (i) by will or the  laws  of  descent  and
distribution,  (ii)  pursuant to a qualified domestic  relations  order  as
defined  by the Code or Title I of the Employee Retirement Income  Security
Act of 1974, as amended, or the rules thereunder, or (iii) with the consent
of the Administrator.

      (f)  GOVERNING LAW.  The Plan shall be constructed in accordance with
the laws of the State of Texas.



                                                          Exhibit 10.29


          THIRD AMENDMENT TO RESTATED CREDIT AGREEMENT

     THIS   THIRD  AMENDMENT  TO  RESTATED  CREDIT  AGREEMENT  (hereinafter
referred to as the "Agreement") dated as of the 8th day of April,  1998  by
and   among   GLOBAL   INDUSTRIES,  LTD.,  a  Louisiana  corporation   (the
"Borrower"), GLOBAL PIPELINES PLUS, INC., a Louisiana corporation ("Plus"),
GLOBAL  DIVERS  AND CONTRACTORS, INC., a Louisiana corporation  ("Divers"),
GLOBAL   MOVIBLE  OFFSHORE,  INC.,  a  Louisiana  corporation  ("Movible"),
PIPELINES,  INCORPORATED,  a  Louisiana corporation  ("Pipelines"),  GLOBAL
INDUSTRIES  OFFSHORE, INC., a Delaware corporation ("Industries  Offshore")
and  GLOBAL  INTERNATIONAL  VESSELS, LTD.,  a  Cayman  Islands  corporation
("International  Vessels")  (Plus, Divers, Movible,  Pipelines,  Industries
Offshore   and   International   Vessels  are   collectively   called   the
"Guarantors"),  BANK  ONE,  LOUISIANA,  NATIONAL  ASSOCIATION,  a  national
banking  association  ("Bank  One"), ABN AMRO  BANK  N.V.,  HOUSTON  AGENCY
("ABN"),  CREDIT LYONNAIS NEW YORK BRANCH ("CL"), THE FUJI  BANK,  LIMITED,
HOUSTON  AGENCY  ("Fuji"),  HIBERNIA  NATIONAL  BANK  ("Hibernia"),  BANQUE
PARIBAS  ("Paribas") and WHITNEY NATIONAL BANK ("Whitney") (Bank One,  ABN,
CL,  Fuji,  Hibernia,  Paribas  and Whitney  are  hereinafter  referred  to
collectively as "Banks", and individually as "Bank") and Bank One, as Agent
(in such capacity, the "Agent").

     WHEREAS,  Borrower,  the Guarantors and the Bank One  entered  into  a
Restated  Credit  Agreement  dated  as  of  April  17,  1997  (the  "Credit
Agreement")  under the terms of which Bank One agreed to  provide  Borrower
with a revolving loan facility in amounts of up to $85,000,000.00; and

     WHEREAS,  Bank  One  subsequently  assigned  interest  in  the  Credit
Agreement  and the revolving commitment described therein to ABN AMRO  Bank
N.V.,  Houston  Agency, Credit Lyonnais, New York Branch,  The  Fuji  Bank,
Limited,  Houston  Agency and Hibernia National Bank (with  Bank  One,  the
"Existing Bank Group"); and

     WHEREAS, Borrower, the Guarantors and the Existing Bank Group  entered
into  a  First Amendment to Restated Credit Agreement dated as of June  23,
1997 (the "First Amendment"); and

     WHEREAS, Borrower, the Guarantors and the Existing Bank Group  entered
into  a  Second Amendment to Restated Credit Agreement dated as of November
18, 1997 (the "Second Amendment"); and

     WHEREAS,  as  of the date hereof, Paribas and Whitney (the  "Acquiring
Banks")  are acquiring interests in the Credit Agreement and the  Revolving
Commitment described therein; and

     WHEREAS,  the  Agent, the Banks, the Borrower and the Guarantors  have
agreed to further amend the Credit Agreement to increase the amount of  the
Revolving Commitment and made certain additional changes thereto.

     NOW,   THEREFORE,  in  consideration  of  the  mutual  covenants   and
agreements herein contained the parties agree to amend the Credit Agreement
in the following respects:

     1.    Section  1  of  the Credit Agreement is hereby  amended  in  the
following respects:

          (a)   By  deleting  the definition of "Revolving Commitment"  and
     inserting the following new definition in lieu thereof:

               ""Revolving  Commitment" shall mean  (A)  for  all
          Banks,  (i)$200,000,000 from the Effective Date through
          June  30, 2000; (ii) $150,000,000.00 from July 1,  2000
          through  June 30, 2001; and (iii) $100,000,000.00  from
          July  1, 2001 through June 30, 2002 and (B) as  to  any
          Bank, its obligation to make Advances hereunder on  the
          Revolving  Loan  and  purchase its  Pro  Rata  Part  of
          participations in Letters of Credit issued hereunder by
          the  Agent in amounts not exceeding an amount equal  to
          its Revolving Commitment Percentage times the Revolving
          Commitment in existence at the time of determination."

          (b)    By   deleting  the  definition  of  "Revolving  Commitment
     Percentage"  and  inserting  the  following  new  definition  in  lieu
     thereof:

               ""Revolving Commitment Percentage" shall mean  for
          each  Bank  the  percentage  derived  by  dividing  its
          Revolving  Commitment at the time of  determination  by
          the  Revolving Commitments of all Banks at the time  of
          determination.   At the Effective Date,  the  Revolving
          Commitment Percentage of each Bank is as follows:

                    Bank One                 20%
                    ABN                      17%
                    CL                       15%
                    Fuji                     15%
                    Hibernia                 17%
                    Paribas                 7.5%
                    Whitney                 8.5%"

     2.    Section  3  of  the Credit Agreement is hereby  amended  in  the
following respects:

          (a)   Subsection 3(a) is hereby amended by deleting the reference
     therein    to   "$160,000,000"   and   asserting   in   lieu   thereof
     "$200,000,000".

          (b)   Subsection  3(b) is hereby amended by  deleting  the  first
     sentence  thereof  in  its  entirety and  substituting  the  following
     sentence in lieu thereof:

               "From and after the date of the Third Amendment to
          Restated  Credit Agreement, there shall be  outstanding
          eight  notes:  (i) one Revolving Note in the  aggregate
          face amount of $40,000,000 payable to the order of Bank
          One,  (ii)  one  Revolving Note in the  aggregate  face
          amount  of  $34,000,000  payable  to  ABN,  (iii)   one
          Revolving   Note  in  the  aggregate  face  amount   of
          $30,000,000  payable  to the  order  of  CL,  (iv)  one
          Revolving   Note  in  the  aggregate  face  amount   of
          $30,000,000 payable to the order of Fuji, and  (v)  one
          Revolving   Note  in  the  aggregate  face  amount   of
          $34,000,000 payable to the order of Hibernia, (vi)  one
          Revolving   Note  in  the  aggregate  face  amount   of
          $15,000,000  payable  to  the  order  of  Paribas,  and
          (vii)  one Revolving Note in the aggregate face  amount
          of $17,000,000 payable to the order of Whitney."

     3.    Section  12  of the Credit Agreement is hereby  amended  in  the
following respects:

          (a)   Subsection  12(g)(vii) thereof is  hereby  deleted  in  its
     entirety and the following new Subsection 12(g)(vii) inserted in  lieu
     thereof:

               "(vii)     performance and currency exchange  risk
          guarantees   given  by  Borrower  on  behalf   of   CCC
          Fabricaciones y Construcciones S.A. de C.V. ("CCC") for
          job  and project completion costs not exceeding in  the
          aggregate   $150,000,000  performed  in  CCC's   normal
          day-to-day  operations, which performance and  currency
          exchange  risk  guarantees involve  an  amount  not  to
          exceed in the aggregate outstanding at any time the sum
          of $75,000,000; or"

          (b)   Subsection  12(g)(x)  thereof  is  hereby  deleted  in  its
     entirety  and  the  following  two new subsections  inserted  in  lieu
     thereof:

               "(x)  indebtedness of CCC owed to Heller Financial
          [Company]  in  the  amount of  $17,500,000  secured  by
          vessels of the Company; or

                (y)      renewals or extensions of any  or
          all of the foregoing."

     4.    Section 13 of the Credit Agreement is hereby amended to add  the
following new Subsection (j):

          "(j) default shall occur under the CCC Credit Agreement."

     5.    Section  14(f)  of  the Credit Agreement is  hereby  amended  by
deleting  therefrom the second sentence of the fourth unnumbered  paragraph
and substituting the following new sentence in lieu thereof:

          "Provided,  further, however, that no amendment, waiver,  or
     other action shall be affected pursuant to the preceding sentence
     without  the  consent of all Banks which: (i) would increase  the
     Revolving  Commitment amount of any Bank, (ii) would  reduce  any
     fees  hereunder,  or the principal of, or the  interest  on,  any
     Bank's Note or Notes, (iii) would postpone any date fixed for any
     payment  of  any fees hereunder, or any principal or interest  of
     any  Bank's  Note  or Notes, (iv) would materially  increase  any
     Bank's  obligations hereunder or would materially  alter  Agent's
     obligations  to  any Bank hereunder, (v) would  release  Borrower
     from  its obligations to pay any Bank's Note or Notes, (vi) would
     release   any   collateral  pledged  to  secure  the   Borrower's
     obligations hereunder, or (vii) would amend this sentence."

     6.    The Existing Bank Group does hereby sell, transfer and assign to
the  Acquiring  Banks and the Acquiring Banks hereby purchase,  assume  and
undertake from the Assignor undivided interests in the Revolving Commitment
and  Revolving Loans, said assignment to be made pursuant to the  terms  of
Exhibit "A" hereto.

     7.    Exhibit C to the Credit Agreement is hereby deleted and replaced
by the new Exhibit C in the form attached hereto.

     8.    The  obligation of the Banks hereunder shall be subject  to  the
following conditions precedent:

          (a)   Borrower's  Execution and Delivery.   Borrower  shall  have
     executed and delivered to the Agent for the benefit of the Banks, this
     Agreement, the new Notes and other required documents, all in form and
     substance satisfactory to Agent;

          (b)   Guarantors'  Execution and Delivery.  The Guarantors  shall
     have executed and delivered to the Agent for the benefit of the Banks,
     new  Guaranties  in  the form of Exhibit C hereto and  other  required
     documents, all in form and substance satisfactory to Agent;

          (c)    Legal  Opinion.   The  Agent  shall  have  received   from
     Borrower's and Guarantors' legal counsel a favorable legal opinion  in
     form and substance reasonably satisfactory to Agent and its counsel;

          (d)   Corporate  Resolutions.   The  Agent  shall  have  received
     appropriate  certified  corporate resolutions  of  Borrower  and  each
     Guarantor;

          (e)   Good  Standing.  The Agent shall have received evidence  of
     existence and good standing for Borrower and each Guarantor;

          (f)   Amendments  to Articles of Incorporation and  Bylaws.   The
     Agent shall have received copies of all amendments to the Articles  of
     Incorporation of Borrower and each Guarantor made since the  Effective
     Date  of the Credit Agreement, certified by the Secretary of State  of
     the  State  or  Country  of  its incorporation,  and  a  copy  of  any
     amendments  to the Bylaws of Borrower and each Guarantor,  made  since
     the  Effective Date of the Credit Agreement, certified by Borrower and
     each Guarantor as being true, correct and complete;

          (g)   Payment of Fees.  The Agent shall have received payment  in
     full of all fees due on the date of execution of this Agreement;

          (h)   Representation  and  Warranties.  The  representations  and
     warranties  of  Borrower and each Consolidated Subsidiary  under  this
     Agreement  are true and correct in all material respects  as  of  such
     date,  as if then made (except to the extent that such representations
     and warranties related solely to an earlier date or the Majority Banks
     shall have consented to the contrary);

          (i)   No  Event  of  Default.  No Event  of  Default  shall  have
     occurred and be continuing nor shall any event have occurred or failed
     to  occur  which, with the passage of time or service  of  notice,  or
     both, would constitute an Event of Default;

          (j)   Other  Documents.   Agent shall have  received  such  other
     instruments   and   documents  incidental  and  appropriate   to   the
     transaction provided for herein as Bank or its counsel may  reasonably
     request,  and  all  such  documents shall be  in  form  and  substance
     reasonably satisfactory to the Agent; and

          (k)   Legal Matters Satisfactory.  All legal matters incident  to
     the  consummation  of the transactions contemplated  hereby  shall  be
     reasonably satisfactory to special counsel for Agent retained  at  the
     expense of Borrower.

     9.    Except  to  the extent its provisions are specifically  amended,
modified  or superseded by this Agreement, the representations,  warranties
and  affirmative  and negative covenants of the Borrower contained  in  the
Credit  Agreement are incorporated herein by reference for all purposes  as
if  copied herein in full.  The Borrower hereby restates and reaffirms each
and  every  term  and  provision  of  the  Credit  Agreement,  as  amended,
including,   without  limitation,  all  representations,   warranties   and
affirmative  and negative covenants.  Except to the extent  its  provisions
are  specifically  amended, modified or superseded by this  Agreement,  the
Credit  Agreement, as amended, and all terms and provisions  thereof  shall
remain in full force and effect, and the same in all respects are confirmed
and approved by the Borrower and the Banks.

     10.   Unless  otherwise defined herein, all defined terms used  herein
shall have the same meaning ascribed to such terms in the Credit Agreement.

     11.   This  Agreement  may  be executed in  any  number  of  identical
separate  counterparts,  each of which for all purposes  to  be  deemed  an
original, but all of which shall constitute, collectively, one Agreement.

     12.   The  Guarantors are executing this Agreement  only  to  indicate
their consent to the execution hereof by the Borrower.

     13.   WRITTEN CREDIT AGREEMENT.  THE CREDIT AGREEMENT, AS  AMENDED  BY
THE  FIRST  AMENDMENT,  THE  SECOND AMENDMENT  AND  THIS  THIRD  AMENDMENT,
REPRESENTS THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF PRIOR, CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN
AND AMONG THE PARTIES.

     IN  WITNESS  WHEREOF, the parties have caused this Third Amendment  to
Restated  Credit Agreement to be duly executed as of the date  first  above
written.

                              BORROWER:

                              GLOBAL INDUSTRIES, LTD.
                              a Louisiana corporation


                              By:
                              Name:
                              Title:

                              GUARANTORS:

                              GLOBAL PIPELINES PLUS, INC.;
                              GLOBAL DIVERS AND CONTRACTORS,INC.;
                              GLOBAL MOVIBLE OFFSHORE, INC.;
                              PIPELINES, INCORPORATED;
                              GLOBAL INDUSTRIES OFFSHORE, INC.; AND
                              GLOBAL INTERNATIONAL VESSELS, LTD.



                              By:
                              Name:
                              Title:

                              BANKS:

                              BANK ONE, LOUISIANA, NATIONAL
                              ASSOCIATION, a national banking association



                              By:
                                   Rose M. Miller, Vice President

                              ABN AMRO BANK N.V., HOUSTON AGENCY



                              By:
                                   H. Gene Shiels, Vice President



                              By:
                              Name:
                              Title:

                              CREDIT LYONNAIS NEW YORK BRANCH



                              By:
                              Name:
                              Title:

                              THE FUJI BANK, LIMITED, HOUSTON AGENCY



                              By:
                              Name:
                              Title:

                              HIBERNIA NATIONAL BANK



                              By:
                                   Bruce Ross, Vice President

                              BANQUE PARIBAS



                              By:
                              Name:
                              Title:



                              By:
                              Name:
                              Title:

                              WHITNEY NATIONAL BANK



                              By:
                              Name:
                              Title:

                              AGENT:

                              BANK ONE, LOUISIANA, NATIONAL
                              ASSOCIATION, a national banking association



                              By:
                                   Rose M. Miller, Vice President



                          EXHIBIT "A"

              ASSIGNMENT AND ACCEPTANCE AGREEMENT

     This  ASSIGNMENT  AND  ACCEPTANCE  AGREEMENT  (this  "Assignment   and
Acceptance") dated as of __________, 1998 is made by and between BANK  ONE,
LOUISIANA, NATIONAL ASSOCIATION, ABN AMRO BANK N.V., HOUSTON AGENCY, CREDIT
LYONNAIS  NEW  YORK  BRANCH,  THE FUJI BANK, LIMITED,  HOUSTON  AGENCY  and
HIBERNIA  NATIONAL  BANK (the "Assignors") and BANQUE PARIBAS  and  WHITNEY
NATIONAL BANK (the "Assignees").

                            RECITALS

     WHEREAS, Bank One, Louisiana, National Association ("Bank One")  is  a
party to that certain Restated Credit Agreement dated as of April 17,  1997
(as extended, renewed, amended or restated from time to time, the "Restated
Credit  Agreement")  by  and  among Global Industries,  Ltd.,  a  Louisiana
corporation  (the  "Company"), the Guarantors, the Banks signatory  thereto
(the  "Banks")  and  Bank  One, as Agent (in such  capacity,  the  "Agent")
(unless  otherwise defined herein, capitalized terms used herein  have  the
respective meanings assigned to them in the Restated Credit Agreement);

     WHEREAS,  as  provided under the Restated Credit Agreement,  Bank  One
committed  to  make  Revolving  Loans and  issue  letters  of  credit  (the
"Committed  Loans")  to  the Company in aggregate  amounts  not  to  exceed
$85,000,000  (the "Revolving Commitment"), such Revolving Commitment  being
evidenced  by  a  Revolving  Note in the face amount  of  $85,000,000  (the
"Revolving Note");

     WHEREAS, Bank One has heretofore assigned undivided interests  in  the
Commitment  and  the  Committed Loan to ABN AMRO Bank N.V.  Houston  Agency
("ABN"),  Credit Lyonnais New York Branch ("CL"), The Fuji  Bank,  Limited,
Houston Agency ("Fuji") and Hibernia National Bank ("Hibernia"), and  after
such  assignments the respective percentage share of each of the  Assignors
was as follows:

     Bank One                      25%
     ABN                        18.75%
     CL                         18.75%
     Fuji                       18.75%
     Hibernia                   18.75%

     WHEREAS,  the  Assignors and the Company are parties to  that  certain
First Amendment to Restated Credit Agreement dated as of June 23, 1997 (the
"First  Amendment"),  that  certain Second  Amendment  to  Restated  Credit
Agreement  dated  as of March 18, 1998 (the "Second Amendment"),  and  that
certain  Third Amendment to Restated Credit Agreement dated  of  even  date
herewith (the "Third Amendment"); and

     WHEREAS,  pursuant to the Second Amendment the Assignors committed  to
increase the amount of the Committed Loan to the Company to amounts not  to
exceed  $160,000,000,  such  new Revolving  Commitment  being  executed  by
Revolving Notes in the aggregate face amount of $160,000,000; and

     WHEREAS, the Assignors have made Committed Loans to the Company in  an
aggregate   principal  amount  of  $_________________  on   the   Revolving
Commitment; and

     WHEREAS, pursuant to the Third Amendment, the Assignors have agreed to
increase  the  amount of the Committed Loans to the Company to $200,000,000
and  to  evidence such increase by Revolving Notes in the  face  amount  of
$200,000,000; and

     WHEREAS,  the Assignors wish to assign to the Assignees  part  of  the
rights and obligations of the Assignors under the Restated Credit Agreement
in  an  aggregate amount equal to $32,000,000 on the Revolving  Commitments
(the   "Assigned  Amounts"),  with  Paribas  receiving  an  assignment   of
$15,000,000  in  assigned  amount and Whitney receiving  an  assignment  of
$17,000,000  in an assigned amount, all of such assignments to  be  on  the
terms and subject to the conditions set forth herein and the Assignees wish
to  accept assignment of such rights and assume such obligations  from  the
Assignors on such terms and subject to such conditions;

     NOW,  THEREFORE,  in  consideration of the foregoing  and  the  mutual
agreements contained herein, the parties hereto agree as follows:

     1.   Assignment and Acceptance.

     (a)   Subject  to  the  terms and conditions of  this  Assignment  and
Acceptance,    (i) the Assignors hereby sell, transfer and  assign  to  the
Assignees,  and  (ii) the Assignees hereby purchase, assume  and  undertake
from the Assignors, without recourse and without representation or warranty
(except  as  provided  in  this Assignment and Acceptance)  the  percentage
interest set forth hereinbelow  (the "Assignees' Percentage Share") of  (A)
the Commitment and the Committed Loans of the Assignors, (B) the Notes, and
(C)  all related rights, benefits, obligations, liabilities and indemnities
of  the  Assignors  under  and  in  connection  with  the  Restated  Credit
Agreement, as amended and the Loan Documents:

          Paribas                       7.5%
          Whitney                       8.5%

     (b)   With  effect  on  and after the Effective Date  (as  defined  in
Section  5  hereof), the Assignees shall be a party to the Restated  Credit
Agreement, as amended, and succeed to all of the rights and be obligated to
perform  all  of  the  obligations  of a Bank  under  the  Restated  Credit
Agreement,  including the requirements concerning confidentiality  and  the
payment of indemnification, with a Revolving Commitment in an amount  equal
to  the  Assigned  Amounts.  The Assignees agree that it  will  perform  in
accordance  with their terms all of the obligations which by the  terms  of
the Restated Credit Agreement, as amended, are required to be performed  by
it  as  a  Bank.  It is the intent of the parties hereto that the Revolving
Commitment of the Assignors shall, as of the Effective Date, be reduced  by
an  amount equal to the Assigned Amounts and the Assignors shall relinquish
their   rights  and be released from their obligations under  the  Restated
Credit  Agreement,  as  amended, to the extent such obligations  have  been
assumed by the Assignees.

     (c)   After  giving effect to the assignment and assumption set  forth
herein, on the Effective Date each Assignee's Revolving Commitment will be:

          Paribas                       $15,000,000
          Whitney                       $17,000,000

     (d)   After  giving effect to the assignment and assumption set  forth
herein, on the Effective Date each Assignor's Commitment will be:

          Bank One                      $40,000,000
          ABN AMRO                      $34,000,000
          CL                            $30,000,000
          Fuji                          $30,000,000
          Hibernia                      $34,000,000

     2.   Payments.

     (a)    As   consideration  for  the  sale,  assignment  and   transfer
contemplated in Section 1 hereof, the Assignees shall pay to the Agent  for
the  ratable  benefit of the Assignors on the Effective Date in immediately
available  funds  the following amounts, representing each  Assignee's  Pro
Rata Share of the principal amount of all Committed Loans:

          Paribas                       $__________
          Whitney                       $__________

     3.    Reallocation of Payments.  Any interest, fees and other payments
accrued to the Effective Date with respect to the Revolving Commitment, the
Committed  Loans and the Notes shall be for the account of  the  Assignors.
Any  interest,  fees and other payments accrued on and after the  Effective
Date  with respect to the Assigned Amounts shall be for the account of  the
Assignees.   Each of the Assignors and the Assignees agree that  they  will
hold  in  trust for the other parties any interest, fees and other  amounts
which they may receive to which the other parties are entitled pursuant  to
the  preceding sentence and pay to the other parties any such amounts which
they may receive promptly upon receipt.

     4.   Independent Credit Decision.  The Assignees (a) acknowledges that
it  has  received a copy of the Restated Credit Agreement, as amended,  and
the Schedules and Exhibits thereto, together with copies of the most recent
financial  statements  referred to in Section 12  of  the  Restated  Credit
Agreement,  as  amended, and such other documents and information  as  they
have  deemed  appropriate to make their own credit and legal  analysis  and
decision  to enter into this Assignment and Acceptance; and (b) agree  that
they will, independently and without reliance upon the Assignors, the Agent
or any other Bank and based on such documents and information as they shall
deem  appropriate at the time, continue to make theirs own credit and legal
decisions  in  taking  or  not  taking action  under  the  Restated  Credit
Agreement, as amended.

     5.   Effective Date; Notices.

     (a)   As  between the Assignors and the Assignees, the effective  date
for this Assignment and Acceptance shall be _________, 1998 (the "Effective
Date");  provided  that  the  following  conditions  precedent  have   been
satisfied on or before the Effective Date:

          (i)   this  Assignment  and  Acceptance  shall  be  executed  and
     delivered by the Assignors and the Assignees, together with the Note;

          (ii)  the  consent of the Agent and the Company required  for  an
     effective assignment of the Assigned Amounts by the Assignors  to  the
     Assignees  under  Section  29  of the Restated  Credit  Agreement,  as
     amended, shall have been duly obtained and shall be in full force  and
     effective as of the Effective Date;

          (iii)      the  Assignees shall pay to the Assignors all  amounts
     due to the Assignors under this Assignment and Acceptance;

          (iv) the processing fee referred to in Section 2(b) hereof and in
     Section  29  of the Restated Credit Agreement, as amended, shall  have
     been paid to the Agent; and

          (v)   the  Assignors shall have assigned and the Assignees  shall
     have assumed a percentage equal to each Assignee's Percentage Share of
     the  rights and obligations of the Assignor under the Restated  Credit
     Agreement, as amended, (if such agreement exists).

     (b)    Promptly  following  the  execution  of  this  Assignment   and
Acceptance,  the Assignors shall deliver to the Company and the  Agent  for
acknowledgment  by  the  Agent  and the Company,  a  Notice  of  Assignment
substantially in the form attached hereto as Schedule 1.

     6.   Agent.

     (a)  The Assignees hereby appoint and authorize the Agent to take such
action  as  agent  on their behalf and to exercise such  powers  under  the
Restated Credit Agreement, as amended, as are delegated to the Agent by the
Banks pursuant to the terms of the Restated Credit Agreement, as amended.

     (b)   The Assignees shall assume no duties or obligations held by  the
Agent  in  its  capacity as Agent under the Restated Credit  Agreement,  as
amended.

     7.    Withholding Tax.  Each Assignee (a) represents and  warrants  to
the Banks, the Agent and the Company that under applicable law and treaties
no  tax will be required to be withheld with respect to any payments to  be
made  to the Assignees hereunder, (b) agrees to furnish (if it is organized
under  the  laws of any jurisdiction other than the United  States  or  any
State  thereof)  to the Agent and the Company prior to the  time  that  the
Agent or Company is required to make any payment of principal, interest  or
fees  hereunder,  duplicate  executed originals  of  either  U.S.  Internal
Revenue  Service  Form  4224  or U.S. Internal Revenue  Service  Form  1001
(wherein  the Assignees claims entitlement to the benefits of a tax  treaty
that provides for a complete exemption from U.S. federal income withholding
tax on all payments hereunder) and agrees to provide new Forms 4224 or 1001
upon  the  expiration  of  any  previously  delivered  form  or  comparable
statements  in  accordance with applicable U.S.  law  and  regulations  and
amendments thereto, duly executed and completed by the Assignees,  and  (c)
agrees  to comply with all applicable U.S. laws and regulations with regard
to such withholding tax exemption.

     8.   Representations and Warranties.

     (a)   The Assignors represent and warrant that (i) they are the  legal
and  beneficial owners of the interest being assigned by them hereunder and
that  such  interest is free and clear of any Lien or other adverse  claim;
(ii) they are duly organized and existing and they have the full power  and
authority  to  take,  and has taken, all action necessary  to  execute  and
deliver this Assignment and Acceptance and any other documents required  or
permitted  to  be  executed or delivered by them in  connection  with  this
Assignment and Acceptance and to fulfill their obligations hereunder; (iii)
no  notices to, or consents, authorizations or approvals of, any Person are
required  (other  than  any  already  given  or  obtained)  for  their  due
execution, delivery and performance of this Assignment and Acceptance,  and
apart  from  any  agreements or undertakings or  filings  required  by  the
Restated Credit Agreement, as amended, no further action by, or notice  to,
or  filing with, any Person is required of it for such execution,  delivery
or  performance;  and  (iv) this Assignment and Acceptance  has  been  duly
executed  and delivered by it and constitutes the legal, valid and  binding
obligation   of  the  Assignors,  enforceable  against  the  Assignors   in
accordance   with  the  terms  hereof,  subject,  as  to  enforcement,   to
bankruptcy,  insolvency,  moratorium,  reorganization  and  other  laws  of
general  application  relating to or affecting  creditors'  rights  and  to
general equitable principles.

     (b)   The  Assignors make no representation or warranty and assume  no
responsibility   with   respect   to   any   statements,   warranties    or
representations  made  in  or  in  connection  with  the  Restated   Credit
Agreement,   as   amended,   or   the   execution,   legality,    validity,
enforceability,  genuineness, sufficiency or value of the  Restated  Credit
Agreement,  as  amended,  or  any other instrument  or  document  furnished
pursuant  thereto.   The Assignors make no representation  or  warranty  in
connection  with,  and  assume  no  responsibility  with  respect  to,  the
solvency,  financial  condition  or  statements  of  the  Company,  or  the
performance  or  observance  by  the Company,  of  any  of  its  respective
obligations under the Restated Credit Agreement, as amended, or  any  other
instrument or document furnished in connection therewith.

     (c)   Each  Assignee  represents and warrants  that  (i)  it  is  duly
organized and existing and it has full power and authority to take, and has
taken,  all  action  necessary to execute and deliver this  Assignment  and
Acceptance  any  other documents required or permitted to  be  executed  or
delivered by it in connection with this Assignment and Acceptance,  and  to
fulfill  its  obligations  hereunder; (ii)  no  notices  to,  or  consents,
authorizations  or approvals of, any Person are required  (other  than  any
already  given or obtained) for its due execution, delivery and performance
of  this  Assignment  and  Acceptance; and apart  from  any  agreements  or
undertakings  or  filings  required by the Restated  Credit  Agreement,  as
amended, no further action by, or notice to, or filing with, any Person  is
required  of  it  for such execution, delivery or performance;  (iii)  this
Assignment and Acceptance has been duly executed and delivered  by  it  and
constitutes  the  legal,  valid and binding obligation  of  such  Assignee,
enforceable  against  such Assignee in accordance with  the  terms  hereof,
subject,   as   to  enforcement,  to  bankruptcy,  insolvency,  moratorium,
reorganization  and  other  laws  of general  application  relating  to  or
affecting creditors' rights and to general equitable principles;  and  (iv)
it is an Eligible Assignee.

     9.    Further Assurances.  The Assignors and the Assignees each hereby
agree  to  execute and deliver such other instruments, and take such  other
action,  as  either  party may reasonably request in  connection  with  the
transactions contemplated by this Assignment and Acceptance, including  the
delivery of any notices or other documents or instruments to the Company or
the  Agent,  which  may be required in connection with the  assignment  and
assumption contemplated hereby.

     10.  Miscellaneous.

     (a)   Any amendment or waiver of any provision of this Assignment  and
Acceptance  shall  be  in  writing and signed by the  parties  hereto.   No
failure  or delay by either party hereto in exercising any right, power  or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice  to  any  rights  with respect to any  other  or  further  breach
thereof.

     (b)  All payments made hereunder shall be made without any set-off  or
counterclaim.

     (c)   The  Assignors and the Assignees shall each pay their own  costs
and  expenses  incurred  in  connection with the negotiation,  preparation,
execution and performance of this Assignment and Acceptance.

     (d)   This Assignment and Acceptance may be executed in any number  of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

     (e)  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH THE LAW OF THE STATE OF LOUISIANA.  The Assignors  and
the Assignees each irrevocably submit to the non-exclusive jurisdiction  of
any  State  or Federal court sitting in Louisiana over any suit, action  or
proceeding arising out of or relating to this Assignment and Acceptance and
irrevocably  agree that all claims in respect of such action or  proceeding
may be heard and determined in such Louisiana State or Federal court.  Each
party  to this Assignment and Acceptance hereby irrevocably waives, to  the
fullest  extent  it may effectively do so, the defense of  an  inconvenient
forum to the maintenance of such action or proceeding.

     (f)    THE   ASSIGNORS  AND  THE  ASSIGNEES  EACH  HEREBY   KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL  BY
JURY  IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,  UNDER,
OR  IN  CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE RESTATED CREDIT
AGREEMENT,  AS AMENDED, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY  COURSE
OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER ORAL OR WRITTEN).

     IN  WITNESS WHEREOF, the Assignors and the Assignees have caused  this
Assignment  and  Acceptance  to be executed and  delivered  by  their  duly
authorized officers as of the data first above written.

                         ASSIGNORS:

                         BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
                         a national banking association

                         By:
                              Rose M. Miller, Vice President

                         Address:  200 W. Congress, 9th Floor
                                   Lafayette, Louisiana 70502
                                   
                         ABN AMRO BANK N.V., HOUSTON AGENCY



                         By:
                              H. Gene Shiels, Vice President



                         By:
                         Name:
                         Title:

                         Address:  ABN AMRO Bank N.V., Houston Agency
                                   Three Riverway, Suite 1700
                                   Houston, Texas 77056
                                   
                              CREDIT LYONNAIS NEW YORK BRANCH



                              By:
                              Name:
                              Title:

                              Address:  Credit Lyonnais
                                        1000 Louisiana, Suite 5360
                                        Houston, Texas 77002
                                        
                         THE FUJI BANK, LIMITED, HOUSTON AGENCY


                         By:
                         Name:
                         Title:



                         By:
                         Name:
                         Title:

                         Address:  The Fuji Bank, Limited, Houston Agency
                                   One Houston Center, Suite 4100
                                   1221 McKinney
                                   Houston, Texas 77010
                                   
                         HIBERNIA NATIONAL BANK



                         By:
                         Name:
                         Title:

                         Address:  Hibernia National Bank
                                   313 Carondelet Street
                                   New Orleans, Louisiana 70130
                                   
                         ASSIGNEES:

                         BANQUE PARIBAS



                         By:
                         Name:
                         Title:



                         By:
                         Name:
                         Title:


                         Address:  Banque Paribas
                                   1200 Smith Street, Suite 3100
                                   Houston, Texas 77002
                                   
                              WHITNEY NATIONAL BANK


                              By:
                              Name:
                              Title:
                              
                              Address:  Whitney National Bank
                                        228 St. Charles Street
                                        New Orleans, Louisiana 70130
                                        
                                        
                         SCHEDULE 1 TO

              NOTICE OF ASSIGNMENT AND ACCEPTANCE


                      ______________, 1998



Bank One, Louisiana, National Association
P.O. Box 3248
200 West Congress Street
Lafayette, Louisiana 70502-3249
Attn:      Rose M. Miller, Vice President

Global Industries, Ltd.
P.O. Box 31936
Lafayette, Louisiana 70593
Attn:     ______________________________

Ladies and Gentlemen:

     We  refer to that certain Restated Credit Agreement dated as of  April
17,  1997 (as extended, renewed, amended or restated from time to time, the
"Restated  Credit  Agreement"), by and among  Global  Industries,  Ltd.,  a
Louisiana   corporation   (the  "Company"),  certain   of   the   Company's
subsidiaries (the "Guarantors"), the Banks signatory thereto (the  "Banks")
and  Bank One, Louisiana, National Association, as Agent (in such capacity,
the  "Agent") as amended by that certain First Amendment to Restated Credit
Agreement  dated  as  of  June 23, 1997 (the "First  Amendment")  and  that
certain Second Amendment to Restated Credit Agreement dated as of March 18,
1998  (the "Second Amendment") and that certain Third Amendment to Restated
Credit  Agreement  dated  of even date herewith  (the  "Third  Amendment").
Unless  otherwise defined herein, capitalized terms used  herein  have  the
respective meaning assigned to them in the Restated Credit Agreement.

     1.    We  hereby  give  you  notice of the  assignment  by  Bank  One,
Louisiana, National Association ("Bank One"), ABN AMRO N.V. Houston  Agency
("ABN"),  Credit Lyonnais New York Branch ("CL"), The Fuji  Bank,  Limited,
Houston  Agency  ("Fuji")  and Hibernia National  Bank  ("Hibernia")   (the
"Assignors")  to  Banque  Paribas ("Paribas")  and  Whitney  National  Bank
("Whitney")  (the "Assignees") of 16% of the right, title and  interest  of
the  Assignors  in  and  to  the  Restated Credit  Agreement,  as  amended,
including,  without  limitation,  the right,  title  and  interest  of  the
Assignors  in and to the commitments of the Assignors, and all  outstanding
Loans  made  by  the  Assignors pursuant to the Assignment  and  Acceptance
Agreement  attached  hereto  (the "Assignment  and  Acceptance").   Of  the
Commitments being assigned hereunder, Paribas shall receive a 7.5% interest
and  Whitney a 8.5% interest.  The aforesaid assignment is subject  to  the
consent  of  the Agent and the Borrower, which consent is hereby requested.
Before   giving  effect  to  such  assignment,  the  Assignors'   Revolving
Commitment  was  $160,000,000 and the aggregate amount of  its  outstanding
Revolving  Loans  was  $_______________.   Upon  execution  of  the   Third
Amendment  to  Restated  Credit Agreement between the  Company,  the  Banks
(including  the  Assignees) and the Agent, the Banks' Revolving  Commitment
will  be $200,000,000 and the aggregate amount of its outstanding Revolving
Loans will be $________________.

     2.   The Assignees agreed that upon receiving the consent of the Agent
and  the  Company to such assignment, the Assignees will be  bound  by  the
terms  of  the Restated Credit Agreement, as amended, as fully and  to  the
same  extent  as  if  the Assignees were the Bank originally  holding  such
interest in the Restated Credit Agreement, as amended.

     3.    Tendered herewith are the Notes executed in connection with  the
Restated Credit Agreement, as amended, representing the commitments of  the
Assignors.

     4.   The following administrative details apply to each Assignee:

               (A)  Banque Paribas:

                    (i)  Notice Address:
                         Assignee
                          name:
                         Address:
                                   
                                   
                         Attention:
                         Telephone:(    )
                         Telecopier:(    )
                         Telex (Answerback):

                    (ii) Payment Instructions:

                         Account No.:
                         At:
                                   
                                   
                         Reference:
                         Attention:

               (B)  Whitney National Bank:

                    (i)  Notice Address:
                         Assignee
                          name:
                         Address:
                                   
                                   
                         Attention:
                         Telephone:(    )
                         Telecopier:(    )
                         Telex (Answerback):

                    (ii) Payment Instructions:

                         Account No.:
                         At:
                                   
                                   
                         Reference:
                         Attention:

     5.   You are entitled to rely upon the representations, warranties and
covenants  of  each  of  the  Assignors  and  Assignees  contained  in  the
Assignment and Acceptance.

     IN  WITNESS WHEREOF, the Assignors and the Assignees have caused  this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized  officials,  officers or agents  as  of  the  date  first  above
mentioned.

                         Very truly yours,

                         ASSIGNORS:

                         BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
                         a national banking association


                         By:
                              Rose M. Miller, Vice President

                         ABN AMRO BANK N.V., HOUSTON AGENCY


                         By:
                              H. Gene Shiels, Vice President

                         By:
                         Name:
                         Title:

                         CREDIT LYONNAIS NEW YORK BRANCH


                         By:
                         Name:
                         Title:

                         THE FUJI BANK, LIMITED, HOUSTON AGENCY


                         By:
                         Name:
                         Title:


                         By:
                         Name:
                         Title:

                         HIBERNIA NATIONAL BANK

                         By:
                         Name:
                         Title:

                         ASSIGNEES:

                         BANQUE PARIBAS

                         By:
                         Name:
                         Title:

                         By:
                         Name:
                         Title:

                         WHITNEY NATIONAL BANK

                         By:
                         Name:
                         Title:


ACKNOWLEDGED AND
CONSENTED TO:

Global Industries, Ltd.


By:
Name:
Title:

BANK ONE, LOUISIANA, NATIONAL
ASSOCIATION, as Agent


By:
     Rose M. Miller, Vice President



                          EXHIBIT "C"


                      CONTINUING GUARANTY

     CONTINUING  GUARANTY (this "Agreement") made and entered  into  as  of
__________,  1998  by  Global  Pipelines  Plus,  Inc.,  Global  Divers  and
Contractors,  Inc., Global Movible Offshore, Inc., Pipelines, Incorporated,
Global  Industries  Offshore, Inc. and Global International  Vessels,  Ltd.
(hereinafter,  whether one or more, individually and collectively  referred
to  as  "Guarantor"), in favor of Bank One, Louisiana, National Association
of  Lafayette,  Louisiana, as Agent for itself and each  of  the  financial
institutions  which  are or have become a party to  that  certain  Restated
Credit  Agreement  dated as of April 17, 1997, as  amended,  by  and  among
Borrower (as hereinafter defined), the Agent and the financial institutions
party  thereto  (the  "Credit  Agreement")  (hereinafter  referred  to   as
"Lenders"), guarantying the Indebtedness (as defined) of GLOBAL INDUSTRIES,
LTD., a Louisiana corporation (hereinafter referred to as "Borrower").

                          WITNESSETH:

     FOR  VALUE  RECEIVED,  and in consideration  of  and  for  credit  and
financial accommodations extended, to be extended, or continued to  or  for
the account of the above named Borrower, the undersigned Guarantor, whether
one or more, hereby jointly, severally and solidarity, agrees as follows:

     Section   1.       Continuing  Guaranty  of  Borrower's  Indebtedness.
Guarantor  hereby absolutely and unconditionally agrees to,  and  by  these
presents   does   hereby,  guarantee  the  prompt  and  punctual   payment,
performance  and  satisfaction of any and all loans, extensions  of  credit
and/or other obligations that Borrower may now and/or in the future owe  to
and/or incur in favor of Lenders under or pursuant to that certain Restated
Credit  Agreement  dated as of April 17, 1997, as  amended,  by  and  among
Borrower,  Guarantors and Lenders, and as the same may  be  amended  and/or
restated  from  time  to  time  and  in effect  (the  "Credit  Agreement"),
including  the  indebtedness of Borrower evidenced  by  certain  Promissory
Notes  of  even date herewith in the maximum aggregate principal amount  of
$200,000,000.00, made by Borrower pursuant to the Credit Agreement, as said
Promissory  Notes  may  be renewed from time to time  and  in  effect,  and
whether  such  indebtedness and/or obligations are absolute or  contingent,
liquidated or unliquidated, due or to become due, secured or unsecured, and
whether  now  existing  or  hereafter  arising,  of  any  nature  or   kind
whatsoever, up to a maximum principal amount outstanding at any one or more
times   not  to  exceed  TWO  HUNDRED  MILLION  AND  NO/100  DOLLARS  (U.S.
$200,000.000.00), together with interest, costs and attorneys' fees thereon
(with  all  of Borrower's indebtedness and/or obligations being hereinafter
individually   and  collectively  referred  to  under  this  Agreement   as
"Borrower's Indebtedness" or the "Indebtedness").

     Notwithstanding  any  other  provision herein  to  the  contrary,  the
maximum  principal amount of Borrower's Indebtedness in  favor  of  Lenders
guaranteed  by  Guarantor under this Agreement is limited  to  TWO  HUNDRED
MILLION  AND  NO/100 DOLLARS (U.S. $200,000,000.00) (interest,  costs,  and
attorney's  fees under Borrower's Indebtedness are additionally  guaranteed
hereunder.)
     
     Section  2.      Limitation  on  Liability.   The  liability  of   any
Guarantor  hereunder with respect to the Indebtedness shall be  limited  to
the maximum amount of liability that can be incurred without rendering this
Continuing  Guaranty,  as  it  relates to  any  Guarantor,  voidable  under
applicable  law  relating to fraudulent conveyance or fraudulent  transfer,
and not for any greater amount.

     Section  3.      Joint,  Several and Solidarity Liability.   Guarantor
further  agrees  that its obligations and liabilities for  the  prompt  and
punctual  payment,  performance  and  satisfaction  of  all  of  Borrower's
Indebtedness shall be on a "joint and several" and "solidary"  basis  along
with Borrower to the same degree and extent as if Guarantor had been and/or
will  be  a  co-borrower, co-principal obligor and/or co-maker  of  all  of
Borrower's  Indebtedness.   In  the event  that  there  is  more  than  one
guarantor  under  this  Agreement, or in the event  that  there  are  other
guarantors,  endorsers  or  sureties of all or any  portion  of  Borrower's
Indebtedness, Guarantor's obligations and liabilities hereunder shall be on
a  "joint and several" and "solidary" basis along with such other guarantor
or guarantors, endorsers and/or sureties.

     Section  4.      Duration; Cancellation of Agreement.  This  Agreement
and  Guarantor's obligations and liabilities hereunder shall remain in full
force and effect until such time as each and every Indebtedness of Borrower
shall  be paid, performed and/or satisfied in full, in principal, interest,
costs  and  attorneys' fees, or until such time as this  Agreement  may  be
cancelled  or  otherwise terminated by Lenders under a written cancellation
instrument  in  favor of Guarantor (subject to the automatic  reinstatement
provision  hereinbelow).  Unless otherwise indicated under such  a  written
cancellation  instrument,  Lenders' agreement  to  terminate  or  otherwise
cancel  this Agreement shall only effect and shall be expressly limited  to
Guarantor's continuing obligations and liabilities to guarantee the  prompt
and   punctual   payment,  performance  and  satisfaction   of   Borrower's
Indebtedness  incurred,  originated and/or  extended  or  committed  to  by
Lenders  after  the  date of such a written cancellation  instrument;  with
Guarantor remaining fully obligated and liable under this Agreement for the
prompt and punctual payment, performance and satisfaction of any and all of
Borrower's   then   outstanding  Indebtedness  together   with   continuing
assessment of interest thereon) that was incurred, originated, extended  or
committed  to prior to the date of such a written cancellation  instrument.
Nothing  under this Agreement or under any other agreement or understanding
by  and  between  Guarantor and Lenders, shall in any way obligate,  or  be
construed  to  obligate, Lenders to agree to the subsequent termination  or
cancellation of Guarantor's obligations and liabilities hereunder, it being
fully understood and agreed by Guarantor that Lenders may, within its  sole
and  uncontrolled discretion and judgment, refuse to release Guarantor from
any  of its obligations and liabilities under this Agreement for any reason
whatsoever  as  long as any of Borrower's Indebtedness remains  unpaid  and
outstanding.

     Section 5.     Default of Borrower.  Should Borrower default under any
of  its  Indebtedness  in  favor  of Lenders  as  provided  in  the  Credit
Agreement, Guarantor unconditionally and absolutely agrees to pay the  full
then  unpaid amount of all of Borrower's Indebtedness guaranteed hereunder,
in  principal interest, costs and reasonable attorneys' fees.  Such payment
or  payments  shall  be  made immediately following demand  by  Lenders  at
Agent's  offices  at 200 West Congress Street, Lafayette, Louisiana  70501.
Guarantor hereby waives notice of acceptance of this Agreement and  of  any
Indebtedness  to which it applies or may apply.  Guarantor  further  waives
presentation and demand for payment of Borrower's Indebtedness,  notice  of
dishonor  and of nonpayment, notice of intention to accelerate,  notice  of
acceleration,  protest and notice of protest, collection or institution  of
any  suit  or other action by Lenders in collection thereof, including  any
notice  of  default in payment thereof or other notice to,  or  demand  for
payment  thereof on any party.  Guarantor additionally waives any  and  all
rights  and  pleas of division and discussion as provided  under  Louisiana
State law, as well as, to the degree applicable, any similar rights as  may
be provided under the laws of any other state.

     Section 6.     Guarantor's Subordination of Rights to Lenders.  In the
event that Guarantor should for any reason (i) make any payment for and  on
behalf  of Borrower under any of Borrower's Indebtedness, and/or (ii)  make
any  payments  to Lenders in total or partial satisfaction  of  Guarantor's
obligations and liabilities hereunder, Guarantor hereby agrees that any and
all  rights  that  Guarantor  may have or  acquire  to  collect  or  to  be
reimbursed  by  Borrower  (or  by  any guarantor,  endorser  or  surety  of
Borrower's  Indebtedness),  whether Guarantor's  rights  of  collection  or
reimbursement  arise  by way of subrogation to the  rights  of  Lenders  or
otherwise,  shall in all respects be subordinate, inferior  and  junior  to
Lenders'   rights   to  collect  and  enforce  payment,   performance   and
satisfaction of Borrower's then remaining Indebtedness, until such time  as
all  of  Borrower's  Indebtedness is fully paid and  satisfied.   Upon  the
occurrence and continuance of an Event of Default (as defined in the Credit
Agreement) any and all amounts owed by Borrower to Guarantor shall  in  all
respects be subordinate, inferior and junior to Lenders' rights to  collect
and  enforce  payment,  performance and  satisfaction  of  Borrower's  then
remaining  Indebtedness, until such time as all of Borrower's  Indebtedness
is  fully  paid  and satisfied.  Guarantor further agrees to  refrain  from
attempting  to  collect and/or enforce any of Guarantor's aforesaid  rights
against  Borrower (or any other guarantor, surety or endorser of Borrower's
Indebtedness), arising by way of subrogation or otherwise, until such  time
as  all  of  Borrower's then remaining Indebtedness in favor of Lenders  is
fully  paid  and  satisfied, in principal, interest, costs  and  attorneys'
fees.

     Section  7.      Additional Covenants.  Guarantor further agrees  that
Lenders  may,  at  its sole option, at any time, and  from  time  to  time,
without  the consent of or notice to Guarantor, or any one of them,  or  to
any  other party, and without incurring any responsibility to Guarantor  or
to  any other party, and without impairing or releasing the obligations  of
Guarantor under this
Agreement:

          (A)   Discharge or release any party (including, but not  limited
to, Borrower or any guarantor under this Agreement) who is or may be liable
to Lenders for any of Borrower's Indebtedness;

          (B)    Sell,  exchange,  release,  surrender,  realize  upon   or
otherwise  deal  with,  in  any manner and in  any  order,  any  collateral
directly   or   indirectly  securing  repayment  of   any   of   Borrower's
Indebtedness;

          (C)   Change the manner, place or terms of payment, or change  or
extend  the  time of payment of or renew, as often and for such periods  as
Lenders may determine, or after, any of Borrower's Indebtedness;

          (D)  Settle or compromise any of Borrower's Indebtedness;

          (E)   Subordinate and/or agree to subordinate the payment of  all
or  any of Borrower's Indebtedness or Lenders' security rights in and/or to
any  collateral  directly or indirectly securing any such indebtedness,  to
the  payment  and/or  security rights of any other  present  and/or  future
creditors of Borrower;

          (F)   Apply any sums paid to any of Borrower's Indebtedness, with
such  payments  being applied in such priority or with such preferences  as
Lenders   may  determine  in  its  sole  discretion,  regardless  of   what
Indebtedness of Borrower remains unpaid;

          (G)   Take  or  accept  any other security  for  any  or  all  of
Borrower's Indebtedness; and/or

          (H)  Enter into, deliver, modify, amend or waive compliance with,
any  Instrument or arrangement evidencing, securing or otherwise affecting,
all or any part of Borrower's Indebtedness.

          In  addition,  no course of dealing between Lenders and  Borrower
(or  any  other  guarantor, surety or endorser of Borrower's Indebtedness),
nor any failure or delay on the part of Lenders to exercise any of Lenders'
rights  and  remedies, or any other agreement or agreements by and  between
Lenders  and  Borrower (or any other guarantor, surety or  endorser)  shall
have  the  affect  of  impairing or releasing Guarantor's  obligations  and
liabilities  to Lenders or of waiving any of Lenders' rights and  remedies.
Any  partial  exercise of any rights and remedies granted to Lenders  shall
furthermore  not  constitute a waiver of any of Lenders' other  rights  and
remedies,  it  being Guarantor's intent and agreement that Lenders'  rights
and remedies shall be cumulative in nature.  Guarantor further agrees that,
should  Borrower  default  under any of its  Indebtedness,  any  waiver  or
forbearance  on  the  part  of Lenders to pursue the  rights  and  remedies
available to Lenders shall be binding upon Lenders only to the extent  that
Lenders  specifically agree to such waiver or forbearance  in  writing.   A
waiver  or  forbearance on the part of Lenders as to one event  of  default
shall not constitute a waiver of forbearance as to any other default.

     Section  8.     No Release of Guarantor.  Guarantor's obligations  and
liabilities  under this Agreement shall not be released, impaired,  reduced
or  otherwise  affected by, and shall continue in full  force  and  effect,
notwithstanding  the occurrence of any event, including without  limitation
any one of the following events:

          (A)   Death,  insolvency,  bankruptcy,  arrangement,  adjustment,
composition,  liquidation, disability, dissolution  or  lack  of  authority
(whether corporate, partnership or trust) of Borrower (or any person acting
on Borrower's behalf), or any other guarantor, surety or endorser of any of
Borrower's Indebtedness;

          (B)   Partial  payment  or  payments of  any  amount  due  and/or
outstanding under any of Borrower's Indebtedness;

          (C)   Any  payment of Borrower or any other party to  Lenders  is
held to constitute a preferential transfer or a fraudulent conveyance under
any  applicable law, or for any reason, Lenders is required to refund  such
payment or pay such amount to Borrower or to any other person;

          (D)   Any  dissolution of Borrower or any sale, lease or transfer
of all or any part of Borrower's assets; and/or

          (E)  Any failure of Lenders to notify Guarantor of the acceptance
of  this Agreement or of the making loans or other extensions of credit  in
reliance  on  this  Agreement or of the failure of  Borrower  to  make  any
payment due by Borrower to Lenders.

          (F)   Apply any sums paid to any of Borrower's Indebtedness, with
such  payments  being applied in such priority or with such preferences  as
Lenders   may  determine  in  its  own  discretion,  regardless   of   what
Indebtedness of Borrower remains unpaid;

          (G)   Take  or  accept  any other security  for  any  or  all  of
Borrower's Indebtedness; and/or

          (H)  Enter into, deliver, modify, amend or waive compliance with,
any  Instrument or arrangement evidencing, securing or otherwise affecting,
all or any part of Borrower's Indebtedness.

          This   Agreement  and  Guarantor's  obligations  and  liabilities
hereunder  shall  continue to be effective, and/or shall automatically  and
retroactively be reinstated if a release or discharge has occurred, as  the
case  may  be,  if at any time any payment or part thereof to Lenders  with
respect to any of Borrower's Indebtedness is rescinded or must otherwise be
restored by Lenders pursuant to any insolvency, bankruptcy, reorganization,
receivership, or any other debt relief granted to Borrower or to any  other
party.   In  the  event  that Lenders must rescind or restore  any  payment
received  by Lenders in satisfaction of Borrower's Indebtedness, any  prior
release  or  discharge from the terms of this Agreement given to  Guarantor
shall be without effect, and this Agreement and Guarantor's obligations and
liabilities  hereunder  shall automatically be renewed  or  reinstated  and
shall  remain in full force and effect to the same degree and extent as  if
such  a  release  or discharge was never granted.  It is the  intention  of
Lenders   and   Guarantor  that  Guarantor's  obligations  and  liabilities
hereunder  shall not be discharged except by Guarantor's full and  complete
performance of such obligations and liabilities and then only to the extent
of such performance.

     Section 9.     Enforcement of Guarantor's Obligations and Liabilities.
Guarantor  agrees  that,  should Lenders  deem  it  necessary  to  file  an
appropriate  collection  action  to  enforce  Guarantor's  obligations  and
liabilities under this Agreement, Lenders may commence such a civil  action
against  Guarantor without the necessity of first (i) attempting to collect
Borrower's  Indebtedness from Borrower or from any other guarantor,  surety
or  endorser, whether through filing of suit or otherwise, (ii)  attempting
to   exercise  against  any  collateral  directly  or  indirectly  securing
repayment of any of Borrower's Indebtedness, whether through the filing  of
an appropriate foreclosure action or otherwise, or (iii) including Borrower
or   any   other  guarantor,  surety  or  endorser  of  any  of  Borrower's
Indebtedness  as an additional party defendant in such a collection  action
against  Guarantor.   If  there  is more  than  one  guarantor  under  this
Agreement,  each  guarantor additionally agrees that Lenders  may  file  an
appropriate collection and/or enforcement action against any one or more of
them,  without impairing the rights of Lenders against any other  guarantor
under  this  Agreement.   In the event that Lenders  should  ever  deem  it
necessary to refer this Agreement to an attorney-at-law for the purpose  of
enforcing Guarantor obligations and liabilities hereunder, or of protecting
or preserving Lenders' rights hereunder, Guarantor (and each of them, on  a
joint,  several  and solidary basis) agrees to reimburse  Lenders  for  the
reasonable  fees of such an attorney.  Guarantor additionally  agrees  that
Lenders  shall not be liable for failure to use diligence in the collection
of  any of Borrower's Indebtedness or any collateral security therefor,  or
in  creating or preserving the liability of any person liable on  any  such
Indebtedness, or in creating, perfecting or preserving any security for any
such Indebtedness.

      Section 10.    Additional Documents.  Upon the reasonable request  of
Lenders,  Guarantor will, at any time, and from time to time, duly  execute
and  deliver to Lenders any and all such further instruments and documents,
and supply such additional information as may be necessary or advisable  in
the opinion of Lenders, to obtain the full benefits of this Agreement.

     Section  11.    Transfer of Indebtedness.  This agreement is  for  the
benefit of Lenders and for such other person or persons as may from time to
time  become  or  be  the holders of any of Borrower's Indebtedness  hereby
guaranteed  and  this Agreement shall be transferable and negotiable,  with
the same force and effect and to the same extent as Borrower's Indebtedness
may  be  transferable,  it  being understood that,  upon  the  transfer  or
assignment  by Lenders of any of Borrower's Indebtedness hereby guaranteed,
the legal holder of such Indebtedness shall have all the rights granted  to
Lenders under this Agreement.

     Guarantor hereby recognizes and agrees that Lenders may, from time  to
time,  one  or  more  times,  transfer all or  any  portion  of  Borrower's
Indebtedness to one or more third parties.  Such transfers may include, but
are  not  limited to, sales of a participation or syndication  interest  in
such  Indebtedness  in  favor  of  one or more  third  parties.   Guarantor
specifically agrees and consents to all such transfers and assignments  and
Guarantor  further waives any subsequent notice of and right to consent  to
any  such  transfers  and assignments as may be provided  under  applicable
Louisiana  law.   Guarantor additionally agrees that  the  purchaser  of  a
participation  or syndication interest in Borrower's Indebtedness  will  be
considered  as  the  absolute  owner of an interest  in,  or  a  percentage
interest of, such Indebtedness and that such a purchaser shall have all  of
the  rights  granted  to  the purchaser under any  participation  agreement
governing  the  sale  of  such  a participation  or  syndication  interest.
Guarantor  further  waives  any right of offset  that  Guarantor  may  have
against Lenders and/or any purchaser of such a participation or syndication
interest  in  Borrower's Indebtedness and Guarantor unconditionally  agrees
that either Lenders or such a purchaser may enforce Guarantor's obligations
and  liabilities  under  this Agreement, irrespective  of  the  failure  or
insolvency  of  Lenders  or any such purchaser.  Guarantor  further  agrees
that,  upon  any transfer of all or any portion of Borrower's Indebtedness,
Lenders  may transfer and deliver any and all collateral securing repayment
of such Indebtedness including, but not limited to, any collateral provided
by  Guarantor)  to the transferee of such Indebtedness and such  collateral
(again,  including but not limited to Guarantor's collateral) shall  secure
any  and  all  of  Borrower's  Indebtedness in favor  of  such  transferee.
Guarantor  additionally agrees that, after any such transfer or  assignment
has  taken  place,  Lenders  shall be fully discharged  from  any  and  all
liability  and responsibility to Borrower (and Guarantor) with  respect  to
such collateral, and the transferee thereafter shall be vested with all the
powers and rights with respect to such collateral.

     Section  12.     Right  of  Offset.  As collateral  security  for  the
repayment  of Guarantor's obligations and liabilities under this Agreement,
Guarantor  hereby grants Lenders, as well as their successors and  assigns,
the  right  to apply, upon the occurrence of an Event of Default under  the
Credit  Agreement and the expiration of any applicable grace period allowed
to  cure  the Event of Default, any and all funds that Guarantor  may  then
have on deposit with or in the possession or control of any Lender and  its
successors  or  assigns  (with the exception of  funds  deposited  in  IRA,
pension or other tax-deferred deposit accounts), towards repayment  of  any
of Borrower's Indebtedness subject to this Agreement.

     Section  13.    Construction.  The provisions of this Agreement  shall
be  in addition to and cumulative of, and not in substitution, novation  or
discharge  of,  any  and  all prior or contemporaneous  guaranty  or  other
agreements  by Guarantor (or any one or more of them), in favor of  Lenders
or  assigned  to  Lenders by others, all of which  shall  be  construed  as
complementing  each other.  Nothing herein contained shall prevent  Lenders
from enforcing any and all such guaranties or agreements in accordance with
their respective terms.

     Section  14.     Amendment.   No amendment, modification,  consent  or
waiver  of any provision of this Agreement, and no consent to any departure
by  Guarantor  therefrom, shall be effective unless the same  shall  be  in
writing  signed by a duly authorized officer of Lenders, and then shall  be
effective  only to the specific instance and for the specific  purpose  for
which given.

     Section  15.    Successors and Assigns Bound.  Guarantor's obligations
and  liabilities  under  this Agreement shall be binding  upon  Guarantor's
successors, heirs, legatees, devisees, administrator executors and assigns.
The  rights and remedies granted to Lenders under this Agreement shall also
inure to the benefit of Lenders' successors and assigns, as well as to  any
and  all  subsequent  holder or holders of any of  Borrower's  Indebtedness
subject to this Agreement.

     Section  16.     Caption Heading.  Caption headings  of  the  of  this
Agreement  are  for convenience purposes only and are not  to  be  used  to
interpret  or to define their provisions.  In this Agreement, whenever  the
context  so requires, the singular includes the plural and the plural  also
includes the singular.

     Section  17.     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED  AND
CONSTRUED  IN  ACCORDANCE  WITH  THE  SUBSTANTIVE  LAWS  OF  THE  STATE  OF
LOUISIANA.

     Section  18.     Severability.  If any provision of this Agreement  is
held  to be illegal, invalid or unenforceable under present or future  laws
effective  during the term hereof; such provision shall be fully severable,
this  Agreement  shall  be construed and enforceable  as  if  the  illegal,
invalid  or unenforceable provision had never comprised a part of  it,  and
the  remaining provisions of this Agreement shall remain in full force  and
effect  and  shall not be affected by the illegal, invalid or unenforceable
provision  or  by  its severance herefrom.  Furthermore, in  lieu  of  such
illegal,   invalid  or  unenforceable  provision,  there  shall  be   added
automatically as a part of this Agreement, a provision as similar in  terms
to  such illegal, invalid or unenforceable provision as may be possible and
legal, valid and enforceable.

     IN  WITNESS WHEREOF, Guarantor has executed this Agreement in favor of
Lenders on the day, month, and year first written above.

                         GUARANTORS:

                         GLOBAL PIPELINES PLUS, INC.;
                         GLOBAL DIVERS AND CONTRACTORS, INC.;
                         GLOBAL MOVIBLE OFFSHORE, INC.;
                         PIPELINES, INCORPORATED;
                         GLOBAL INDUSTRIES OFFSHORE, INC.; and
                         GLOBAL INTERNATIONAL VESSELS, LTD.



                         By:
                         Name:
                         Title:

ACCEPTED:

BANK ONE, LOUISIANA,
NATIONAL ASSOCIATION
as Agent for itself
and the Lenders



By:                                         DATE: _________, 1998
     Rose M. Miller, Vice President






                               EXHIBIT 21.1

                      Subsidiaries of the Registrant

                         (Global Industries, Ltd.)



                 NAME                         INCORPORATION
                                          
Global Divers and Contractors, Inc.             Louisiana
Global Pipelines PLUS, Inc.                     Louisiana
Pipelines, Incorporated                         Louisiana
Global Movible Offshore, Inc.                   Louisiana
Pelican Transportation, Inc.                    Louisiana
The Red Adair Company, Inc.                     Louisiana
Global Industries Offshore, Inc.                Delaware
Global Offshore International, Ltd.             Cayman Islands
Global International Vessels, Inc.              Cayman Islands
Norman Offshore Pipelines, Inc.                 Louisiana
Global Offshore Pty., Ltd.                      Australia
Global Industries Asia Pacific Pte. Ltd.        Singapore
Yamado Enterprise, Sdn. Bhd.                    Brunei
PT Global Industries Asia-Pacific               Indonesia
Global Asia Pacific Industries Sdn. Bhd.        Malaysia
Subtec Asia, Ltd.                               Isle of Mann
Subtec Marine Services, Ltd.                    Cyprus
Subtec Laut Sdn. Bhd.                           Brunei
Subtec Offshore Support, Ltd.                   Cyprus
Subtec Middle East, Ltd.                        Delaware
CCC  Fabricaciones y Construcciones,            Mexico
   S.A. de C.V. (1)


(1)  CCC Fabricaciones y Construcciones, S.A. de C.V. is a 49% owned,
       unconsolidated subsidiary.
     All other subsidiaries are 100% owned.

                                     
                                     
                               EXHIBIT 23.1





INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos.
33-58048  &  33-89778 of Global Industries, Ltd. on Form S-8 of our  report
dated June 12, 1998, appearing in this Annual Report on Form 10-K of Global
Industries, Ltd. for the year ended March 31, 1998.


DELOITTE & TOUCHE LLP

New Orleans, Louisiana
June 18, 1998