TRUST INDENTURE




         Relating to United States Government Guaranteed
          Export Ship Financing Obligations, 2000 Series




                             Between



                     GLOBAL INDUSTRIES, LTD.,
                          as Shipowner


                               And


          NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
                      as Indenture Trustee




                     Dated February 23, 2000


                         TRUST INDENTURE

                       SPECIAL PROVISIONS

	THIS TRUST INDENTURE, dated February 23, 2000 (the "Indenture"),
between (i) GLOBAL INDUSTRIES, LTD., a Louisiana corporation (the
"Shipowner"), and (ii) Norwest Bank Minnesota, National Association,
a national banking association (the "Indenture Trustee").

RECITALS

	A.	WHEREAS, pursuant to the understandings set forth in the
Security Agreement, the Shipowner has authorized the issuance of certain
Obligations pursuant to the terms and conditions of this Indenture in an
aggregate principal amount not to exceed $99,000,000 to finance the cost
of reconditioning the Vessel; and

	B. 	WHEREAS, the Secretary, on behalf of the United States,
has agreed to Guarantee the payment of the unpaid interest to the date of
such payment on, and the unpaid balance of the principal of, such Obligations
under the provisions of Title XI of the Act, and has authorized the Indenture
Trustee to cause the Guarantees to be imprinted on the Obligations pursuant
to the Authorization Agreement.

	NOW THEREFORE, in consideration of the premises, of the mutual
covenants herein contained, of the purchase of the Obligations by the Holders
thereof, and of other good and valuable consideration, the receipt and
adequacy of which the parties hereby acknowledge, and for the equal and
proportionate benefit of all the present and future Holders of the
Obligations, the parties hereto agree as follows:

1.	Incorporation of General Provisions

	This Indenture shall consist of two parts: the Special Provisions and
the General Provisions attached hereto as Exhibit 1, and they shall be
treated as one instrument.  In the event of a conflict, the terms of the
Special Provisions shall prevail.

2.	The Obligations.

        (a)     The initial series of Obligations issued hereunder shall be
designated "United States Government Guaranteed Export Ship Financing
Obligations, 2000 Series," and shall be in the form of Exhibit 2 to this
Indenture.  The aggregate principal amount of Obligations which may be issued
under this Indenture shall not exceed $99,000,000.

	(b)	The Obligations shall be in the denominations of United States
$1,000 or any integral multiple thereof.

	(c)	The Shipowner shall at all times cause to be maintained in the
City of Minneapolis, State of Minnesota, an office or agency for the purposes
specified in Section 5.03 of this Indenture.

	(d)	The Indenture Trustee shall at all times have its Corporate
Trust Office in the City of Minneapolis, State of Minnesota.

3.      Additions, Deletions, and Amendments to Exhibit 1.

	(a)	Concerning Registered and Beneficial Ownership of the Bonds;
Legends.

	(i)	The Bonds shall be issued initially in the form of one
        permanent global Bond in definitive, fully registered form without
        interest coupons (the "Global Bond").  Except as provided in
        paragraph (iii) below, owners of beneficial interests in the Global
        Bond ("Obligation Owners") will not be entitled to receive separate
        certificated Bonds("Definitive Bonds") and will not be considered
        the Holders thereof.  The Global Bond shall be deposited with the
        Depository Trust Company ("DTC") or the Indenture Trustee, as
        custodian for DTC, registered in the name of DTC or a nominee of DTC,
        and duly executed by the Shipowner and authenticated by the Indenture
        Trustee as provided in the Indenture, and DTC or such nominee of DTC
        shall be the sole Holder for purposes of this Indenture until the
        Global Bond becomes exchangeable for Definitive Bonds in accordance
        with paragraph (iii)(2) below.  The Global Bond shall bear such legend
        as DTC may require.

	(ii)	Members of, or participants in, DTC shall have no rights under
        the Indenture with respect to the Global Bond held on their behalf by
        DTC or by the Indenture Trustee as the custodian of DTC or under such
        Global Bond, and DTC may be treated by the Shipowner, the Indenture
        Trustee and any agent of the Shipowner or the Indenture Trustee as the
        absolute owner of such Global Bond for all purposes whatsoever.
        Notwithstanding the foregoing, nothing herein shall prevent the
        Shipowner, the Indenture Trustee or any agent of the Shipowner or the
        Indenture Trustee from giving effect to any written certification,
        proxy or other authorization furnished by DTC or impair, as between
        DTC and its members and participants, the operation of customary
        practices of DTC governing the exercise of the rights of an Obligation
        Owner in the Global Bond.

        (iii)(1)The transfer and exchange of the Global Bond or beneficial
        interests therein shall be effected through DTC or the Indenture
        Trustee, as the custodian for DTC, in accordance with the Indenture
        and the procedures of DTC therefor.

	(2)	The Global Bond shall be exchangeable for Definitive Bonds
        registered in the names of Obligation Owners only if any of the
        following events shall have occurred:  (A) DTC notifies the Shipowner
        that it is unwilling or unable to continue as depositary for such
        Global Bond or DTC ceases to be a clearing agency registered under
        the Securities Exchange Act of 1934, as amended, at a time when DTC
        is required to be so registered in order to act as depositary, and
        a successor depositary is not appointed by the Shipowner within 90
        days thereafter, (B) the Shipowner or the Indenture Trustee elects to
        terminate DTC's service or the book entry system, (C) the Secretary
        assumes the Bonds, or (D) the Secretary instructs the Shipowner and
        the Indenture Trustee to terminate the Letter of Representations
        relating to the Bonds between the Shipowner and the Indenture Trustee
        and accepted by DTC.

	(3)	Any Global Bond that is exchangeable for Definitive Bonds
        registered in the name of the Obligation Owners pursuant to this
        paragraph (iii) shall be surrendered by DTC to the Indenture Trustee
        to be so exchanged, without charge, and the Shipowner shall execute
        and the Indenture Trustee shall authenticate and deliver, upon such
        exchange of such Global Bond, an equal aggregate principal amount of
        Definitive Bonds of authorized denominations. Definitive Bonds issued
        in exchange for a beneficial interest in a Global Bond pursuant hereto
        shall be registered in such names and in such authorized denominations
        as DTC, pursuant to instructions from its direct or indirect
        participants or otherwise, shall instruct the Indenture Trustee in
        writing.  The Indenture Trustee shall deliver such Definitive Bonds
        to the Obligation Owners in whose names such Bonds are so registered
        in accordance with the instructions of DTC.

	(4)	The registered Holder of a Global Bond may grant proxies and
        otherwise authorize any Obligation Owner, including the DTC's members
        and participants and Obligation Owners that may hold interests through
        such members and participants, to take any action which a Holder is
        entitled to take under the Indenture or the Obligations.

	(5)	In the event of the occurrence of any of the events specified
        in paragraph (iii)(2), the Shipowner will promptly make available to
        the Indenture Trustee a reasonable supply of Definitive Bonds.

	(6)	Notwithstanding any other provision of the Indenture, the
        Global Bond may not be transferred except as a whole by DTC for such
        Global Bond to a nominee of DTC or by a nominee of DTC to DTC or
        another nominee of DTC.

        (iv)    At such time as all beneficial interests in the Global Bond
        have either been exchanged for Definitive Bonds, redeemed, repurchased
        or canceled, such Global Bond shall be returned to DTC for cancellation
        or retained and canceled by the Indenture Trustee.

	(v)	The Indenture Trustee shall have no responsibility or
        obligation to any Obligation Owner, a member of, or a participant in
        DTC with respect to the accuracy of the records of DTC or its nominee
        or of any participant or member thereof, with respect to any ownership
        interest in the Obligations or with respect to the delivery to any
        participant, member, or other Obligation Owner (other than DTC) of any
        notice (including any notice of redemption) or the payment of any
        amount or delivery of any Obligations (or other security or property)
        under or with respect to such Obligations.  All notices and
        communications to be given to the Holders and all payments to be made
        to Holders in respect of the Obligations shall be given or made only
        to or upon the order of the registered Holders (which shall be DTC or
        its nominee in the case of the Global Bond).  The rights of Obligations
        Owners shall be exercised only through DTC subject to the applicable
        rules and procedures of DTC.  The Indenture Trustee may rely and shall
        be fully protected in relying upon information furnished by DTC with
        respect to its members, participants and any Obligation Owner.

        (b)     Concerning Section 2.06.  Section 2.06 of Exhibit 1 hereto is
hereby amended by inserting the word "manually" after the word "executed" in
the third line thereof.

	(c)	Concerning Section 2.07.  Section 2.07(c) of Exhibit 1 is
hereby amended by deleting the words "The Shipowner shall not be required to
register transfers or make exchanges" in the first line thereof and inserting
in lieu thereof the words "Neither the Shipowner nor the Indenture Trustee
shall be required to register transfers or make exchanges".

	(d)	Concerning Section 3.02.

               (i)     Section 3.02(b) of Exhibit 1 hereto is hereby amended
               by deleting the words "subsection (c)" in the fourth line
               thereof and inserting in lieu thereof the words "Section 3.03."

               (ii)    Section 3.02(c) of Exhibit 1 hereto is hereby deleted
               in its entirety.

	(e)	Concerning Section 3.03. Section 3.03 of Exhibit 1 hereto is
hereby amended as follows:

               (i)     by deleting Section 3.03 in its entirety and
               substituting the following therefor:

              "(a)    Optional Redemptions of Obligations at a Premium.  At
               its option, the Shipowner may redeem the Obligations, in whole
               or in part, at any time, at a redemption price equal to 100%
               of the principal amount being redeemed plus (i) interest
               accrued thereon to the date fixed for redemption and (ii) the
               Make Whole Premium.  The Shipowner may redeem such Obligations
               on a date at least 40 days but not more than 60 days from the
               Indenture Trustee's receipt of the Request to make such an
               optional redemption and specifying the Redemption Date and the
               principal amount of Obligations which the Shipowner intends to
               redeem."

		(ii) by adding a new subsection (b) as follows:

              "(b)    Calculation of Make Whole Premium.  The Indenture
               Trustee may retain the services of a consultant, the cost of
               which shall be borne by the Shipowner, to perform its
               obligations with respect to calculation of the Make Whole
               Premium as defined and described in the Obligations.  Such
               consultant shall be a U.S. nationally recognized accounting
               firm or investment banking firm with a capitalization of at
               least $50,000,000 who regularly engages in bond underwritings
               or placements.  The Request of the Shipowner referred to in
               Section 3.03(a) shall contain the identity of a proposed
               consultant, and the Shipowner shall certify that such
               consultant satisfies the requirements of this Section 3.03(b),
               and shall also contain sufficient information (such as names
               and phone numbers) to permit the Indenture Trustee to contact
               and arrange for retention of the consultant.  The Indenture
               Trustee may use the consultant proposed by the Shipowner or
               may, in its discretion, select another qualifying consultant.
               The consultant shall certify the calculations and the result
               thereof to the Indenture Trustee and the Shipowner in writing."

	(f)	Concerning Section 6.09.  Section 6.09 is hereby amended by
adding at the end thereof a new subsection (c) as follows:

              "(c)    In the event that the Global Bond is registered in the
               name of The Depository Trust Company ("DTC"), Cede & Co.
               ("Cede") or another nominee of DTC or Cede pursuant to the
               Letter of Representations relating to the Obligations between
               the Shipowner and the Indenture Trustee and accepted by DTC
               (the "LOR"), and if the Secretary (i) assumes the Obligations
               pursuant to Section 6.09(a) hereof or (ii) instructs the
               Shipowner and the Indenture Trustee to terminate the LOR, then
               the Shipowner and the Indenture Trustee, immediately upon
               receipt of notice of such assumption or upon receipt of notice
               of such termination, as applicable, shall terminate or cause
               the termination of the LOR in accordance with Section 15
               thereof.  The Indenture Trustee shall, within 30 days from
               receipt of notice of such assumption or termination from the
               Secretary, also instruct DTC to notify its direct and indirect
               participants of the need to re-register the Obligations in the
               names of the Obligation Owners.  Upon surrender by DTC of the
               Global Bond issued in its name, the name of Cede or another
               nominee, the Shipowner shall issue at its sole expense, and the
               Indenture Trustee shall authenticate, Definitive Bonds in the
               names provided to the Indenture Trustee by DTC."

	(g)	Concerning Section 10.04.  The percentage "60%" in the
        introductory paragraph of Section 10.04 is hereby deleted and the
        percentage "51%" is substituted in its place.


4.	Miscellaneous.

        (a)     Concerning Notices.  Subject to the provisions of Section
        13.01 of  this Indenture, any notice, request, demand, direction,
        consent, waiver, approval or other communication to be given to a
        party hereto or the Secretary, shall be deemed to have been
        sufficiently given or made when addressed to:

        The Indenture Trustee as: Norwest Bank Minnesota, National Association
                                  Corporate Trust Services
                                  N9303-120
                                  Sixth and Marquette
                                  Minneapolis, Minnesota 55479


        The Shipowner as:         Global Industries, Ltd.
                                  8000 Global Drive
                                  Carlyss, Louisiana 70665


        The Secretary as:         SECRETARY OF TRANSPORTATION
                                  c/o Maritime Administrator
                                  Department of Transportation
                                  400 Seventh Street, SW
                                  Washington, D.C. 20590

	(b)	Concerning Applicable Law. This Indenture and each Obligation
        shall be governed by the federal laws of the United State of America,
        but to the extent that they are inapplicable, by the laws of the State
        of Louisiana.

	(c) 	Jurisdiction and Consent to Suit.  Any proceeding to enforce
        this Agreement may be brought in the Federal courts of the United
        States of America located in the State of Louisiana of the United
        States of America.  The Shipowner and the Trustee hereby irrevocably
        waive any present or future objection to such venue, and for each of
        itself and in respect of any of their respective properties hereby
        irrevocably consents and submits unconditionally to the exclusive
        jurisdiction of those courts.  The Shipowner further irrevocably
        waives any claim that any such court is not a convenient forum for
        any such proceeding.  The Shipowner further agrees that final judgment
        against it in any such action or proceeding arising out of or relating
        to this Indenture shall be conclusive and may be enforced in any other
        jurisdiction within or outside the United States of America by suit on
        the judgment, a certified or exemplified copy of which shall be
        conclusive evidence of that fact and of the judgment.

        (d)     Execution of Counterparts. This Indenture may be executed in
        any number of counterparts. All such counterparts shall be deemed to
        be originals, and shall constitute but one and the same instrument.


        IN WITNESS WHEREOF, this Indenture has been duly executed by the
parties hereto as of the day and year first above written.


                                            GLOBAL INDUSTRIES, LTD.



        (SEAL)                              By
                                              Its



        ATTEST



        By
          Its



                                            NORWEST BANK MINNESOTA, NATIONAL
                                            ASSOCIATION



        (SEAL)                                By
                                                Its