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 _____________
X Transition Report Pursuant to Section 13 or 15(d) of the Securities Ex
change Act of 1934
  For the Transition period from April 1, 1998 to December 31, 1998

                 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.                YES x  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  March  5,   1999,   was
$354,570,950 based on the last reported sales price of the Common
Stock on March 5, 1999, as reported on the NASDAQ\NMS.
      The  number  of  shares  of the registrant's  Common  Stock
outstanding as of March 5, 1999, was 90,710,609.

               DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of the definitive Proxy Statement for the  Annual
Meeting  of  Shareholders  to  be  held  on  May  12,  1999,  are
incorporated by reference into Part III hereof.



                     GLOBAL INDUSTRIES, LTD.
                        INDEX - FORM 10-K
                                
                                
                                
                                    PART I                         
                                                                   
Item 1.             Business                                             3
Item 2.             Properties                                           9
Item 3.             Legal Proceedings                                   13
Item 4.             Submission of Matters to a Vote of Security Holders 13
Item (Unnumbered).  Executive Officers of the Registrant                13
                                                                   
                                   PART II                         
                                                                   
Item 5.             Market for the Registrant's Common Equity and      
                      Related Shareholder Matters                       15
Item 6.             Selected Financial Data                             16
Item 7.             Management's Discussion and Analysis of            
                      Financial Condition and Results of Operations     17
Item 7A.            Quantitative and Qualitative Disclosures           
                      About Market Risk                                 29
Item 8.             Financial Statements and Supplementary Data         30
                      Global Industries, Ltd. and Consolidated          
                      Subsidiaries:
                        Independent Auditors' Report                    30
                        Consolidated Balance Sheets - December 31,       
                          1998 and March 31, 1998                       31
                        Consolidated Statements of Operations - Nine   
                          Months Ended December 31,1998 and Years Ended
                          March 31, 1998 and 1997                       33
                        Consolidated Statements of Shareholders'          
                          Equity - Nine Months Ended December 31, 1998
                          and Years Ended March 31, 1998 and 1997       33
                        Consolidated Statements of Cash Flows - Nine
                          Months Ended December 31,1998 and Years
                          Ended March 31, 1998 and 1997                 34
                        Consolidated Statements of Comprehensive          
                          Income - Nine Months Ended December 31,1998
                          and Years Ended March 31, 1998 and 1997       35
                        Notes to Consolidated Financial Statements      36
Item 9.               Changes In and Disagreements With Accountants      
                        on Accounting and Financial Disclosure          55
                                                                   
                                   PART III                        
                                                                   
Item 10.              Directors and Executive Officers of the 
                        Registrant                                      55
Item 11.              Executive Compensation                            55
Item 12.              Security Ownership of Certain Beneficial           
                        Owners and Management                           55
Item 13.              Certain Relationships and Related Transactions    55
                                                                   
                                   PART IV                         
                                                                   
Item 14.              Exhibits, Financial Statement Schedules, and       
                        Reports on Form 8-K                             56
                      Signatures                                        61
                                                                   
                                                                   

          
                             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 indicates otherwise, all references to the "Company"
or   "Global"   refer  to  Global  Industries,   Ltd.   and   its
subsidiaries.   Effective December 31, 1998, the Company  changed
its  fiscal year-end to December 31 of each year.  As  a  result,
this  report covers the transition period of April 1, 1998 though
December 31, 1998.

      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. The Company has the  largest  number  of
offshore construction vessels currently available in the Gulf  of
Mexico  and  its  worldwide fleet includes 23  barges  that  have
various   combinations   of  pipelay,   pipebury,   and   derrick
capabilities.  The Company's fleet currently includes  67  manned
vessels that were available for service at the beginning  of  the
fiscal  nine  months  ended December 31,  1998  and  two  vessels
purchased during the  nine months ended December 31, 1998.

     In  April  1998,  the Company 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.
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.

      In  July  1998, the Company's barge Hercules completed  its
conversion  to a dynamically positioned pipelay/heavy-lift  barge
and  returned to service to begin its first conventional  pipelay
project. The Company has delayed the second phase of the  upgrade
of  the  Hercules, the installation of a reel  on  the  barge  to
enable  it  to install offshore pipelines using the reel  method,
until  the fourth quarter of year ending December 31, 1999.   The
estimated total cost of the Hercules upgrades is expected  to  be
approximately $119 million of which $113 million has been spent.

      During  the nine months ended December 31, 1998 the Company
continued  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 its existing facilities in Houma and Amelia, Louisiana
with   the   Carlyss   facility.   Certain   of   the   Company's
administrative  functions will also relocate from its  Lafayette,
Louisiana  and  Houston,  Texas  offices.   When  completed,  the
Carlyss  Facility  will include a pipe assembly  rack   used  for
welding and assembly of pipe for spooling onto the Chickasaw  and
the Hercules, a barge slip dedicated to pipe spooling operations,
and  a large general purpose barge slip.  The facility will  also
include   office   buildings,  mechanics'  shops,   and   storage
facilities.  Estimated completion is in the third quarter of  the
year  ending  December 31, 1999, at a total cost of approximately
$37  million,  $28 million of which has been financed  with  Port
Improvement Revenue Bonds.

      Global  has  a 49% ownership interest in CCC Fabricaciones y
Construcciones, S.A. de C.V. ("CCC") and charters vessels and other
equipment to CCC.     
     
DESCRIPTION OF OPERATIONS

      The  Company  is  a  leading offshore construction  company
offering   a  comprehensive  and  integrated  range   of   marine
construction  and support services in the Gulf  of  Mexico,  West
Africa, Asia Pacific, Latin America, and the Middle East.   These
services include pipeline construction, platform installation and
removal,  subsea  construction, diving services,  and  deep-water
remote intervention.

      The  Company  is equipped to provide services from  shallow
water  depths  to  over  8,000 feet  of  water.   As  exploration
companies have made considerable commitments and expenditures for
production  in  water  depths over 1,000 feet,  the  Company  has
invested  in  vessels,  equipment,  technology,  and  skills   to
increase  its  abilities  to  provide  services  in  the  growing
deepwater market.

      For financial information regarding the Company's operating
segments and the geographic areas in which they operate, see Note
8  of  the  Notes  to Consolidated Financial Statements  included
elsewhere in this Annual Report.

Offshore Construction

      Offshore  construction services performed  by  the  Company
include  pipelay, derrick, and related services.  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  up  to 60-inch diameter 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.  The Company  has  vessels
located  in  each  of the regions in which it currently  operates
that  are  capable  of  installing pipe  using  the  conventional
method.

      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  diameter pipe or 3.8 miles of 12.75-inch diameter  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  frequently  must  be  suspended  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  planned  second phase of the upgrade of  the  Hercules
includes  addition  of a reel system similar  in  design  to  the
Chickasaw's, but with much greater capacity.  Current engineering
indicates  that when completed (currently expected in the  fourth
quarter  of 1999), the Hercules reel will be capable of  spooling
98  miles  of  6.625-inch diameter pipe, 26 miles  of  12.75-inch
diameter  pipe,  or  10  miles  of 18-inch  diameter  pipe.   The
Hercules is capable of providing conventional pipelay services in
water depths up to 8,000 feet.

      For  the  Gulf  of Mexico, The United States Department  of
Interior Minerals Management Service ("MMS") requires the  burial
of all offshore oil and gas pipelines greater than 8.75-inches in
diameter  and located in water depths of 200 feet or  less.   The
Company believes it has the equipment and expertise necessary for
its   customers  to  comply  with  MMS  regulations.   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.  Regulations also require that these pipelines  be
periodically  inspected, repaired, and, if  necessary,  reburied.
Inspection  requires extensive diving or ROV  (remotely  operated
vehicles)  services, and rebury requires either  hand-jetting  by
divers or use of one of the Company's large jet sleds and a  bury
barge.

      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.   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.  MMS regulations require platforms  to  be
promptly  removed  once production ceases and that  the  site  be
restored to meet stringent standards.  According to MMS, in March
1999  there  were 3,991 platforms in U.S. waters of the  Gulf  of
Mexico.

      Since 1995, Global and Halliburton Energy Services have had
an  alliance 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 and Other Underwater Services

      The  Company  performs diving operations  in  the  Gulf  of
Mexico, West Africa, Asia Pacific, Latin America, and the  Middle
East.   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.  To  sup
port  its  diving operations in the Gulf of Mexico,  the  Company
operates a fleet of seven dive support vessels ("DSV"s).

      For  the Gulf of Mexico, 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.

      For  diving projects involving long-duration deepwater  and
ultra  deep  dives  to  1,500 feet, the Company  uses  saturation
diving systems that 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 diver 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 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 so that welds can be performed and tested to assure
compliance with the customer's technical specifications.

      The  Company  also  owns  and  operates  remotely  operated
vehicles  ("ROV"s) and performs these services  in  the  Gulf  of
Mexico,  Asia  Pacific, and the Middle  East.   In  the  Gulf  of
Mexico,  the Company owns and operates a Triton XL11 ROV that  is
depth-rated to 8,250 feet.

Liftboats and other Offshore Support Vessels

      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 costs of operation  make
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.  Currently, the Company operates liftboats  only
in the Gulf of Mexico.  The Company has temporarily postponed the
previously announced plans for the construction of a new liftboat
until the economics of the industry improve.

      In  the  fourth quarter of the year ended March  31,  1998,
Global's  liftboat  Kingfish  became partially  submerged  during
rough  weather in the Gulf of Mexico.  The Company  salvaged  and
repaired the vessel and it returned to service in October 1998.

      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.

      The  Company  also operates other offshore support  vessels
("OSV"s)  internationally  to support its  offshore  construction
services  and  also  time charters them to the  offshore  service
industry.

Customers

      The Company's customers are primarily oil and gas producers
and  pipeline  companies.  During the nine months ended  December
31,  1998,  the  Company  provided offshore  marine  construction
services  to approximately 156 customers.  The Company's revenues
are  not  dependent  on  any one customer.   Its  largest  single
customer  in  any one of the last three fiscal periods  accounted
for 21% of revenues.  However, 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.

      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"  projects  (where the Company is  responsible  for  the
project  from engineering through hook-up), and for  projects  in
international  areas,  the  elapsed  time  from  bid  request  to
commencement  of  work  may  exceed  one  year.   The   Company's
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 qualify its contracts so it can recover the costs  of
certain  unexpected difficulties and the costs of weather related
delays during the winter months.

Competition

      In  each region of the world that the Company operates, the
offshore marine construction industry is highly competitive  with
many  and different competitors.  As the number of jobs available
declines because of decreased capital expenditures of the oil and
gas companies due to decreased oil and gas prices, the impact  of
competition  on  the  Company increases.  Price  competition  and
contract  terms  are  the primary factors  in  determining  which
qualified  contractor is awarded a job.  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
smaller  companies including Horizon Ofshore, Inc.,  Transcoastal
Marine  Services and Torch, Inc.  Some shallow water  competitors
operate only one barge and compete based on price.

Backlog

       As  of  February  28,  1999,  the  Company's  backlog   of
construction  contracts supported by written agreements  amounted
to approximately $105.8 million ($28.9 million for the U. S. Gulf
of  Mexico  and $76.9 million for international operations), compared  to
the  Company's backlog at March 31, 1998, of $158.3 million ($38.5
million  for  the  U.  S. Gulf of Mexico and $119.8  million  for
international operations).  The Company does not include  in  its
backlog  amounts relating to vessel charter agreements, primarily
the charters to CCC (the Company's Mexican joint venture), 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.


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 completion 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 the nine  months  ended
December 31, 1998, the number of Company employees ranged from  a
low of 1,755 to a high of 2,006, and as of February 28, 1999, the
Company had 2,192 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.

Seasonality

      Each  of the geographic areas in which the Company operates
have  seasonal  patterns  that  affect  the  Company's  operating
patterns.   The  seasonal  patterns are the  results  of  weather
conditions and the timing of capital expenditures by oil and  gas
companies.  In the Gulf of Mexico, where the Company derived over
50%  of  its  revenues  in  the  last  three  fiscal  periods,  a
disproportionate amount of the Company's revenues, gross  profit,
and  net  income  has  been earned in the  interim  periods  that
include July through December.

Government Regulation and Environmental Matters

      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, laws  and
regulations, as well as changing taxes and policies  relating  to
the  oil  and  gas  industry affect the Company's  business.   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 during the nine months ended  December
31,  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.

ITEM 2.  PROPERTIES

      The  Company  owns  a fleet of 23 construction  barges,  22
liftboats,  24  DSVs  and OSVs, and five other  support  vessels.
Twenty-two  of the Company's construction barges 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 12.

      The Company's Hercules is a 400-foot barge with a 2,000-ton
crane  capable  of performing revolving lifts up to approximately
1,600  tons. In July 1998, the Hercules completed its  conversion
to a dynamically-positioned pipelay/heavy-lift barge and returned
to  service to begin its first conventional pipelay project.  The
second  phase of the upgrade of the Hercules, installation  of  a
reel  on  the  barge  to enable it to install offshore  pipelines
using the reel method, is expected to begin in the fourth quarter
of the year ending December 31, 1999.

      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 planned Hercules reel system  is
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 98 miles of 6.625-
inch  diameter pipe, 26 miles of 12.75-inch diameter pipe, or  10
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.

      The  Company operates 22 liftboats.  Liftboats are self-pro
pelled,  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  Company owns all of its barges and vessels, 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 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  the  Hercules.   The
Company  plans to replace the existing facilities  in  Houma  and
Amelia,  Louisiana  with  the Carlyss  Facility.   Completion  is
expected  in  the third quarter of the year ending  December  31,
1999 at a total cost of approximately $37 million, $28 million of
which has been financed with Port Improvement Revenue Bonds.

      The  following  table summarizes the Company's  significant
existing facilities as of December 31, 1998:

LOCATION               Principal Use         Approximate
                         Vessel Type         Square Feet   Owned/Leased
                                             or Acreage    (Lease Expiration)
-----------------------------------------------------------------------------
Lafayette LA        Office/Corporate Hdqtrs  27,800 sq ft  Owned
Lafayette LA (1)    Office/Training/Storage  21,000 sq ft  Leased (Dec. 2001)
Houston TX          Office                   26,113 sq ft  Leased (Aug. 2003)
New Orleans LA      Office                    4,635 sq ft  Leased (Aug. 2001)
Singapore           Office/Workshop/Storage  46,920 sq ft  Leased (Feb. 2000)
Sharjah, United     Office/Shore base        42,475 sq ft  Leased (2)
  Arab Emirates  
Western Australia   Office/Workshop          15,048 sq ft  Owned
Lagos, Nigeria      Office                    7,500 sq ft  Leased (Jan. 2000)
Malaysia            Office/Warehouse/Supply   4,474 sq ft  Leased (Feb. 2000)
                      base
Carlyss LA          Shore base (under           625 acres  Owned
                      construction)
Houma LA            Shore base                   65 acres  Owned
Port of Iberia LA   Shore base                   39 acres  Owned
Amelia LA           Shore base                   33 acres  Leased (Sep. 1999)
Batam Island,       Shore base (under            42 acres  Leased (2028)
  Indonesia           construction) 


(1) Leased from the Company's principal shareholder, Mr.
William J. Dore'.
(2) Renewable annually.


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

                                                   PIPELAY                      
                                         DERRICK  MAX     MAX
                                          MAX.    PIPE   WATER         LIVING 
                                  LENGTH  LIFT  DIAMETER DEPTH   YEAR  QUARTER
                  VESSEL TYPE       (FT) (TONS) (INCHES) (FT)    ACQ-  CAP-
                                                                 UIRED ACITY

Construction Barges:
  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)     Pipelay/derrick    400 2,000   60.00   8,000   1995   191
  Iroquois(1)     Pipelay/derrick    400   250   60.00   1,000   1997   259
  DLB 264         Pipelay/derrick    397 1,000   60.00   1,000   1998   220
  DLB 332         Pipelay/derrick    351   750   60.00   1,000   1998   208
  Cheyenne        Pipelay/bury/      350   800   36.00   1,500   1992   190
                    derrick
  Arapaho(4)      Derrick            350   800      --      --   1992   100
  Cherokee        Pipelay/derrick    350   925   36.00   1,500   1990   183
  Sara Maria(3)   Derrick/accom-     350   550      --      --   1996   100
                    modation
  Mohawk(1)       Pipelay/bury/      320   600   48.00     700   1996   200
  Seneca(1)       Pipelay/bury       290   150   42.00   1,000   1997   126
  Chickasaw       Pipelay reel/      275   160   12.75   6,000   1990    70
                    derrick
  Delta I         Pipelay/bury/      270    25   14.00     200   1996    70
                    derrick
  Tonkawa         Derrick/bury       250   175      --     400   1990    73
  Sea Constructor Pipelay/bury/      250   200   24.00     400   1987    75
                   derrick
  Navajo          Pipelay/derrick    240   150   10.00     600   1992   129
  Sub Sea         Pipelay/bury       240   150   16.00     150   1997    64
    Constructor
  G/P 37          Pipelay/bury/      188   140   16.00     300   1981    58
                    derrick
  Pipeliner 5     Pipelay/bury/      180    25   14.00     200   1996    60
                    derrick
  G/P 35          Pipelay/bury/      164   100   16.00     200   1978    46
                    derrick
  Mad II          Pipelay/bury       135    45   22.00      50   1975    33
SWATH VESSELL:
   Pioneer        Multi-task         200    50      --      --   1996    57
 
                              
                                
(1) Currently chartered to CCC.
(2) Currently   being   equipped   for   reel   method   pipelay.
    Completion  for reel method pipelay scheduled for the  fourth
    quarter of year ending December 31, 1999.
(3) Owned and operated by CCC.
(4) Formally the DB3.



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.

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 March 1, 1999 follow:

Name                  Age                 Position
                                              
William J. Dore'       56  Chairman of the Board of Directors,
                             President and Chief Executive Officer
Peter S. Atkinson      51  Vice President, Chief Financial Officer
Robert P. Brenham      57  Vice President, Chief Administrative Officer
Wilmer J. Buckley      49  Vice President, Global Industries
                             Offshore, Human Resources
James J. Dore'         44  Vice President, Global Industries
                             Offshore, Diving and Special Services
R. Clay Etheridge      44  Vice President, Global Offshore
                             International, Operations
Lawrence C. McClure    43  Vice President, Global Industries
                             Offshore, Operations
Andrew L. Michel       56  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.  Atkinson  was  named Vice President,  Chief  Financial
Officer  when  he  joined  the Company  in  September  1998.   He
previously  had been Director - Financial Planning  with  J.  Ray
McDermott,  S.A.   Mr.  Atkinson also  served  in  various  other
capacities at McDermott International, Inc. and J. Ray McDermott,
S.A.  for  23 years.  He has 32 years of experience in  financial
and management accounting.

      Mr.  Brenham was named Vice President, Chief Administrative
Officer in January 1999.  He joined the Company in July 1996,  as
a  result  of the acquisition of Norman Offshore Pipelines,  Inc.
and  previously  held  the  title of Director  of  Administrative
Services.  Prior to joining Global, Mr. Brenham served as General
Manager with Norman Offshore for more than three years.

      Mr.  Buckley joined Global in February 1995 as Director  of
Human  Resources.   He was promoted to Vice  President  of  Human
Resources  in April 1997.  Prior to joining Global,  Mr.  Buckley
was  Director  of  Human Resources for Offshore  Pipelines,  Inc.
(OPI).   He  has more than 20 years experience in human resources
and  worked for nearly a decade in the Middle East and  Southeast
Asia.

     Mr. James Dore', with over eighteen years of service with the
Company,  is Vice President, Global Industries Offshore -  Diving
and  Special  Services.   He  has held  a  number  of  managerial
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. 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  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   split
effective August 28, 1996 and October 27, 1997).


          Period                         High         Low
                                     
  April 1, 1996 - June 30, 1996        $  8.500    $  5.250
  July 1, 1996 - September 30,1996        9.125       6.125
  October 1, 1996 - December 31, 1996    10.375       7.625
  January 1, 1997 - March 31, 1997       12.938       8.625 
                                     
  April 1, 1997 - June 30, 1997        $ 11.688    $  8.938
  July 1, 1997 - September 30, 1997      20.688      11.563
  October 1, 1997  - December 31, 1997   23.500      13.000
  January 1, 1998 -  March 31, 1998      21.438      11.375
                                     
  April 1, 1998 - June 30, 1998        $ 25.750    $ 15.375
  July 1, 1998 - September 30, 1998      17.625       9.375
  October 1, 1998 - December 31, 1998    11.875       4.719



      As of March 5, 1999, there were approximately 1,042 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 each of the
past  five  fiscal  periods 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.  In October 1998, the Company's Board  of
Directors voted to change the Company's fiscal accounting year to
end  on  December 31.  As a result, Global is reporting the nine-
month transition period ended December 31, 1998.

<TABLE>
<CAPTION>
                     Nine Months                            
                        Ended
                     December 31,             Year Ended March 31,
                -------------------    ----------------------------------------
                   1998     1997(1)    1998(2)     1997       1996      1995
                   ----     -------    -------     ----       ----      ----
                              (in thousands, except per share data)
<S>             <C>        <C>        <C>        <C>        <C>        <C>    
Revenues        $342,201   $292,383   $379,901   $229,142   $148,376   $122,704
Gross profit      95,973     90,913    114,656     63,253     41,015     38,072
Net income        38,971     46,321     57,303     33,932     20,993     19,355
Net  income per                                         
 share (3)(4)
   Basic            0.43       0.50       0.63       0.44       0.28       0.28
   Diluted          0.42       0.49       0.61       0.42       0.27       0.27
Weighted                                                
 average common
 shares                                         
 outstanding (3)(4)
   Basic          91,498     90,981     91,110     77,746     75,624     70,343
   Diluted        93,808     93,682     93,872     80,747     76,751     70,923
Total assets(5)  730,871    611,110    625,367    422,687    202,526    160,228
Working 
  capital(5)      78,637     66,820     77,472    103,727     34,264     54,557
Long-term debt,
  total(5)       210,797    137,889    146,993     43,213     22,192     22,822

</TABLE>
                                                        
________________
     
(1)  Unaudited.
(2)  On  July  31,  1997, the Company acquired  certain  business
     operations  and  assets of Sub Sea International,  Inc.  and
     certain  of its subsidiaries.  The results of operations  of
     the  Sub Sea acquisition are included from the date  of  the
     acquisition.   See  Note  13 of the  Notes  to  Consolidated
     Financial Statements.
(3)  All amounts have been adjusted for all stock splits.
(4)  The  Company adopted SFAS 128 and restated prior years'  net
     income per share amounts as required.  See Notes 1 and 7  of
     the Notes to Consolidated Financial Statements.
(5)  As of the end of the period.
     

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

      The  following discussion presents management's  discussion
and analysis of the Company's financial condition and results  of
operations   and   should  be  read  in  conjunction   with   the
Consolidated Financial Statements.

      Certain  of  the  statements included below  and  in  other
portions  of  this  Report,  including  those  regarding   future
financial  performance  or results or  that  are  not  historical
facts, are or contain "forward-looking" information as that  term
is  defined in the Securities Act of 1933, as amended.  The words
"expect,"  "believe,"  "anticipate," "project,"  "estimate,"  and
similar  expressions  are  intended to  identify  forward-looking
statements.    The  Company  cautions  readers  that   any   such
statements are not guarantees of future performance or events and
such  statements  involve risks, uncertainties  and  assumptions.
Factors  that  could cause actual results to  differ  from  those
expected include, but are not limited to, dependence on  the  oil
and  gas  industry  and  industry  conditions,  general  economic
conditions  including interest rates and inflation,  competition,
the  ability of the Company to continue its acquisition strategy,
successfully manage its growth, and obtain funds to  finance  its
growth,  operating  risks, contract bidding  risks,  the  use  of
estimates   for   revenue  recognition,  risks  of  international
operations,  risks of vessel construction such as cost  overruns,
changes in government regulations, and disputes with construction
contractors, dependence on key personnel and the availability  of
skilled  workers during periods of strong demand, the  impact  of
regulatory  and  environmental  laws,  the  ability   to   obtain
insurance,  and  other factors discussed below.  Operating  risks
include  hazards  such as vessel capsizing,  sinking,  grounding,
colliding,  and  sustaining damage in severe whether  conditions.
These  hazards  can  also cause personal injury,  loss  of  life,
severe  damage  to  and  destruction of property  and  equipment,
pollution and environmental damage, and suspension of operations.
The   risks   inherent  with  international  operations   include
political,  social,  and  economic  instability,  exchange   rate
fluctuations, currency restrictions, nullification, modification,
or   renegotiations  of  contracts,  potential  vessel   seizure,
nationalization of assets, import-export quotas, and other  forms
of  public  and governmental regulation.  Should one or  more  of
these risks or uncertainties materialize or should the underlying
assumptions  prove  incorrect, actual results  and  outcomes  may
differ  materially  from those indicated in  the  forward-looking
statements.

      As  a  result of the Company's expansion into international
areas  over  the last five years and the timing of oil companies'
capital expenditures in those areas, revenues generated from each
of  the  Company's international areas increased during the  nine
months ended December 31, 1998 compared to the same period of the
prior year.  However, as a result of the prolonged worldwide  oil
price   weakness  that  began  in  mid-1997,  the  Company  began
experiencing  an overall decline in the demand for  its  services
and  increased competition during the nine months ended  December
31,  1998,  as  oil  and gas companies began cutting  back  their
capital   expenditures.   Increased  competition  for   available
projects, which resulted from the lower oil price conditions, the
greater  contribution from international operations,  which  have
historically had lower margins, and increased interest expense as
a  result of the Company's higher debt levels resulted in overall
lower net income in the same period.

Results of Operations

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

                                                              
                          Nine Months Ended         Year Ended
                             December 31,           March 31,
                          -----------------    -----------------  
                           1998       1997       1998       1997
                           ----       ----       ----       ----     
Revenues                 100.0%     100.0%     100.0%     100.0%
Cost of revenues         (72.0)     (68.9)     (69.8)     (72.4)
                         ------     ------     -------    ------
Gross profit              28.0       31.1       30.2       27.6
Equity  in net  earnings                                  
 (loss) of unconsolidated 
 affiliate                (2.0)      (0.3)      (0.4)        --
Selling, general and                                  
 administrative expenses  (6.3)      (5.8)      (5.9)      (6.6)
                         ------     ------     -------     ------
Operating income          19.7       25.0       23.9       21.0
Interest expense          (2.0)      (0.5)      (0.6)      (0.6)
Other income, net         (0.2)       1.0        0.9        0.7
Income   before   income   
  taxes                   17.5       25.5       24.2       21.1
Provision   for  income   (6.1)      (9.7)      (9.1)      (6.3)
                         -------    ------     -------    -------
Net income                11.4%      15.8%      15.1%      14.8%
                         =======    ======     =======    =======

                   
         The Company's results of operations reflect the level of
offshore  construction activity in the Gulf of  Mexico  and  West
Africa,  for  all  periods  presented above,  and  the  Company's
expansion  through acquisitions in Asia Pacific and Latin America
in December 1996. In addition, the Company's results for periods ending
after  July  1997  include  the results  of  additional  business
acquired in July 1997 from Subsea International, Inc. in the Gulf
of  Mexico, Asia Pacific, and the Middle East.  The results  also
reflect  the  Company's ability to win jobs  through  competitive
bidding  and  manage awarded 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.

Nine Months Ended December 31, 1998 Compared to Nine Months Ended
December  31,  1997  (see  Note 1 of the  Notes  to  Consolidated
Financial Statements included elsewhere in this annual report)

Revenues.  Revenues for the nine months ended December  31,  1998
of  $342.2  million were 17% higher than revenues  for  the  nine
months  ended December 31, 1997 of $292.4 million.  The  increase
in   revenues   resulted  largely  from  increased  international
activity  and  the  Company's expansion in those  areas,  through
acquisitions.  Recent acquisitions that contributed to  increased
international  revenues included (i) certain business  operations
and  assets of Sub Sea International, Inc. in the Gulf of Mexico,
Asia  Pacific,  and  the  Middle East  in  July  1997,  (ii)  the
construction barge Seminole acquired in June 1997, and (iii)  the
construction barges DLB 332 and DLB 264 acquired in  April  1998.
The  West Africa region produced greater revenues during the nine
months ended December 31, 1998 compared to the same period a year
earlier  as offshore construction projects resumed after a  cycle
of  low construction activity in the earlier period.  The overall
increase  in revenues was partially offset by decreased  revenues
from operations in the Gulf of Mexico.

Gross  Profit.  For the nine months ended December 31, 1998,  the
Company  had  gross profit of $96.0 million compared  with  $90.9
million  for  the nine months ended December 31,  1997.   The  6%
increase was largely the result of increased West Africa and Asia
Pacific activity, and was partially offset by lower gross  profit
from  the  Gulf  of  Mexico.  Gross profit  as  a  percentage  of
revenues  for  the nine months ended December 31, 1998,  was  28%
compared  to  the  gross profit percentage earned  for  the  nine
months ended December 31, 1997 of 31%.  Lower margins in the Gulf
of  Mexico,  combined with the lower margins  for  work  in  Asia
Pacific and Middle East, contributed to the decline.  Margins  as
a  percent  of  revenue in West Africa for the nine months  ended
December  31,  1998,  were  higher than  the  nine  months  ended
December  31,  1997.  Cost of revenues for the nine months  ended
December  31,  1997  includes  an accrual  of  $3.5  million  for
retirement  and incentive compensation expense.  The Company  did
not  record a provision for retirement and incentive compensation
during the nine months ended December 31, 1998.

Selling,  General,  and Administrative Expenses.   For  the  nine
months   ended   December   31,  1998,  selling,   general,   and
administrative expenses of $21.7 million were 28% higher than the
$16.9 million reported during the nine months ended December  31,
1997.   The  increase was attributable to the  expansion  of  the
Company's  business and accrued severance costs and was partially
offset  by  salary  reductions effected in October  1998.   As  a
percentage of revenues they remained at approximately 6%.  During
the nine months ended December 31, 1997, the Company provided for
$5.0  million  of  retirement  and  incentive  compensation  plan
expenses  with  $1.6  million included in selling,  general,  and
administrative expenses.  The Company did not record a  provision
for  retirement and incentive compensation during the nine months
ended  December  31, 1998 because it does not  anticipate  making
such payments to employees for services during that period.

Depreciation  and  Amortization.  Depreciation and  amortization,
including  amortization of drydocking costs, for the nine  months
ended  December 31, 1998 was $35.6 million compared to the  $21.9
million recorded in the nine months ended December 31, 1997.  The
63% increase was principally attributable to increased employment
of  the upgraded Hercules in the Gulf of Mexico and employment of
the Seminole, DLB 332, and DLB 264 in Asia Pacific, each of which
are  depreciated  on a units-of-production basis.   A  full  nine
months  of  depreciation on assets acquired from Subsea  in  July
1997  and higher amounts of drydock amortization also contributed
to the increase.  Lower employment of other vessels that are also
depreciated on a units-of-production basis partially  offset  the
increase.

     Effective April 1, 1998, the Company changed its estimate of
the useful lives of certain marine barges that are depreciated on
the  units-of-production  method.  The  Company  increased  total
estimated  operating days for such barges to better  reflect  the
estimated periods during which the assets will remain in service.
For  the nine months ended December 31, 1998, the change had  the
effect  of  reducing  depreciation expense by  $3.7  million  and
increasing  net  income  by $2.4 million  ($0.03  per  basic  and
diluted share).

Interest  Expense.   Interest expense was  $6.7  million  net  of
capitalized interest for the nine months ended December 31, 1998,
compared  to $1.5 million for the nine months ended December  31,
1997   principally   due   to  higher  average   long-term   debt
outstanding.

Net  Income.   Net income for the nine months ended December  31,
1998  declined 16% to $39.0 million as compared to $46.3  million
recorded  for the nine months ended December 31, 1997.   Included
in  net income for the nine months ended December 31, 1998  is  a
$6.9  million  loss associated with the Company's  49%  ownership
interest in CCC.  The loss associated with the CCC ownership  for
the  nine  months  ended  December 31,  1997  was  $0.9  million.
Increased operating losses, currency exchange rate losses, and an
adjustment  to prior years' taxes contributed in the increase  in
CCC's  losses.   The Company's effective tax rate  for  the  nine
months  ended December 31, 1998 was 35%, compared to 38% for  the
nine  months  ended  December  31, 1997,  reflecting  changes  in
taxable income in differing taxable jurisdictions.

Segment  Information.  The Company has identified six  reportable
segments  as  required by SFAS 131 (see Note 8 of  the  Notes  to
Consolidated  Financial  Statements included  elsewhere  in  this
Report).   The following discusses the results of operations  for
each of those reportable segments.

Gulf  of Mexico Offshore Construction - Overall decreased  demand
for  offshore  construction services in the Gulf  of  Mexico  and
resulting pricing decreases caused this segment's gross  revenues
to   decline  25%  to  $135.9  million  (including  $3.5  million
intersegment  revenues) for the nine months  ended  December  31,
1998   compared  to  $180.9  million  (including   $0.8   million
intersegment  revenues) for the nine months  ended  December  31,
1997.  The lower activity levels also caused profits before taxes
to decline to $26.2 million during the nine months ended December
31,  1998  compared  to $44.1 million for the nine  months  ended
December  31,  1997.  The Hercules returned to  service  in  July
1998, and helped partially offset the decline.

Gulf  of  Mexico Diving - Revenues and profits before taxes  from
diving-related  services in the Gulf of Mexico  declined  due  to
decreased  demand  from the Gulf of Mexico Offshore  Construction
Segment.   Gross revenues for the nine months ended December  31,
1998  declined  9%  to  $42.1 million  (including  $13.0  million
intersegment revenues) compared to $46.5 million (including $24.1
million intersegment revenues) for the same period ended December
31,  1997.   Revenue  from external customers increased  by  $6.7
million,  but  was  partially offset by pricing  decreases.   The
overall  lower  activity levels caused profits  before  taxes  to
decline  to  $13.5 million during the nine months ended  December
31,  1998  compared  to $18.8 million for the nine  months  ended
December 31, 1997.

Gulf  of  Mexico Marine Support - Decreased demand and  resulting
pricing decreases also affected the Gulf of Mexico Marine Support
services.   Gross  revenues from Gulf of  Mexico  Marine  Support
services  declined 21% to $31.5 million (including  $8.0  million
intersegment  revenues) for the nine months  ended  December  31,
1998,   compared  to  $39.8  million  (including   $5.4   million
intersegment  revenues) for the same period  ended  December  31,
1997.  Profits before taxes also declined to $10.2 million during
the nine months ended December 31, 1998 compared to $15.3 million
for  the  nine  months  ended December  31,  1997.   The  overall
declines   were  partially  offset  by  increased  activity   and
resulting gross revenues and profits from the SWATH Pioneer.

West   Africa  Construction  -  During  1998,  the  West   Africa
Construction market recovered from a down cycle in 1997.  For the
nine  months  ended  December 31, 1998, gross revenues  increased
470%  to  $70.7  million  (including  $1.8  million  intersegment
revenues)  compared  to  $12.4 million  (including  $1.0  million
intersegment  revenues) for the nine months  ended  December  31,
1997.  Profits before taxes increased to $11.9 million during the
nine  months  ended December 31, 1998 compared to a $2.4  million
loss  for the nine months ended December 31, 1997.  For the first
time  since entering the West Africa market, the Company employed
two  barges simultaneously during the nine months ended  December
31, 1998.

Asia  Pacific  Construction - Asia Pacific  Construction  results
benefited  from  the  acquisition and placement  of  construction
barges  in  that region.  For the nine months ended December  31,
1998,  gross revenues increased 50% to $38.0 million compared  to
$25.3  million for the nine months ended December 31, 1997.   The
Asia  Pacific segment did not generate any intersegment revenues.
Profits  before taxes increased to $3.4 million during  the  nine
months  ended  December 31, 1998 compared to a $0.4 million  loss
for  the nine months ended December 31, 1997.  In April 1998, the
Company acquired the DLB 332 and DLB 264 in that region.  Each of
the  acquired barges were employed under 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 DLB 332 completed its commitment in
August  1998, and the DLB 264 completed its commitment in October
1998.   In  September 1998, the Seminole began  working  in  Asia
Pacific after the Company relocated it from the Middle East.

Latin  America Construction - For the nine months ended  December
31,  1998,  revenue from services and equipment provided  to  CCC
increased 287% to $26.3 million compared to $6.8 million for  the
nine   months   ended  December  31,  1997.   The  increase   was
attributable to CCC's increase in offshore construction activity.
Profits  before taxes and equity in CCC losses increased to  $7.0
million  during the nine months ended December 31, 1998  compared
to  $1.2  million  for the nine months ended December  31,  1997.
However, both profit amounts were offset by equity in CCC  losses
of  $6.9 million and $0.9 million, respectively.  The increase in
CCC's  loss was largely the result of increased operating losses,
currency exchange rate losses, and an adjustment to prior  years'
taxes.

Year Ended March 31, 1998 Compared to Year Ended March 31, 1997

Revenues.   Revenues for the year ended March 31, 1998 of  $379.9
million  were 66% higher than year ended March 31, 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.

Gross Profit.  For the year ended March 31, 1998, the Company had
gross  profit of $114.7 million compared with $63.3  million  for
the  year  ended  March 31, 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 the year ended March 31, 1998  was  30%
compared  to the gross profit percentage earned during  the  year
ended  March 31, 1997 of 28%.  Higher year ended March  31,  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 the year ended March 31, 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 the year ended March 31,
1998  of  $22.5  million were 49% higher than the  $15.1  million
reported  in  the year ended March 31, 1997, as a  percentage  of
revenues  they  decreased to approximately 6% from  approximately
7%.   The  increase  was primarily due to the Company's  business
expansion including expansion to the Asia Pacific and Middle East
regions.   The  year ended March 31, 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.

Depreciation  and  Amortization.  Depreciation and  amortization,
including  amortization of drydocking costs, for the  year  ended
March  31,  1998 was $29.6 million compared to the $17.7  million
recorded in the year ended March 31, 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).

Interest  Expense.   Interest expense was  $2.2  million  net  of
capitalized interest in the year ended March 31, 1998 compared to
$1.4 million in the year ended March 31, 1997 principally due  to
higher average long-term debt.

Net  Income.   Net income for the year ended March  31,  1998  of
$57.3 million was 69% higher than the $33.9 million recorded  for
the  year ended March 31, 1997.  Included in net income  for  the
year  ended March 31, 1998 is a $1.7 million loss associated with
the Company's 49% ownership interest in CCC.  
The  Company's effective tax rate for the  year  ended
March  31, 1998 was 38%, compared to 30% for the year ended March
31,  1997,  reflecting  lower profits from low-tax  international
areas, and thus, a higher effective tax rate.

Segment  Information.  The Company has identified six  reportable
segments  as  required by SFAS 131 (see Note 8 of  the  Notes  to
Consolidated  Financial  Statements included  elsewhere  in  this
annual   report).   The  following  discusses  the   results   of
operations for each of those reportable segments.

Gulf  of Mexico Offshore Construction - Overall increased  demand
for  offshore  construction services in the Gulf  of  Mexico  and
resulting increased margins helped this segment's gross  revenues
to  increase  78%  to  $221.7  million  (including  $0.8  million
intersegment revenues) for the year ended March 31, 1998 compared
to  $124.9 million (including $0.8 million intersegment revenues)
for  the  year ended March 31, 1997.  The higher activity  levels
also  helped  profits before taxes to increase to  $44.2  million
during  the  year ended March 31, 1998 compared to $17.4  million
for  the  year ended March 31, 1997.  The segment also  benefited
from  the  July  1997 acquisition of certain Subsea International
Inc.  Gulf  of  Mexico  assets and the June 1996  acquisition  of
Norman  Offshore  Pipelines, Inc.  The increase in  revenues  was
partially offset by lower revenues and profits from the Hercules,
which  did  not work most of the year because of its construction
to  upgrade  the vessel to a dynamically positioned  and  pipelay
vessel.

Gulf  of  Mexico Diving - Revenues and profits before taxes  from
diving-related services in the Gulf of Mexico also increased  due
to  increased  demand  and  resulting increased  margins.   Gross
revenues for the year ended March 31, 1998 increased 97% to $62.5
million  (including $34.7 million intersegment revenues) compared
to  $31.8 million (including $15.8 million intersegment revenues)
for the year ended March 31, 1997.  The increased activity levels
also  caused  profits before taxes to increase to  $24.4  million
during the year ended March 31, 1998 compared to $8.7 million for
the  year ended March 31, 1997.  This segment also benefited from
the  acquisition  of certain Subsea International  Inc.  Gulf  of
Mexico assets in July 1997.

Gulf  of  Mexico Marine Support - Increased demand and  resulting
pricing  increases  also  benefited the  Gulf  of  Mexico  Marine
Support  services.   Gross revenues from Gulf  of  Mexico  Marine
Support  services increased 83% to $51.5 million (including  $7.3
million  intersegment revenues) for year ended  March  31,  1998,
compared  to  $28.1 million (including $3.2 million  intersegment
revenues)  for  the  year ended March 31, 1997.   Profits  before
taxes also increased to $19.4 million during the year ended March
31,  1998 compared to $10.0 million for the year ended March  31,
1997.   The  overall  increase  in revenues  was  also  aided  by
increased  activity by the SWATH Pioneer.  However,  the  Pioneer
did not contribute any significant profits.

West  Africa  Construction - The West Africa Construction  market
experienced  a down cycle in calendar year 1997.   For  the  year
ended  March 31, 1998, gross revenues for this segment  decreased
52%   to  $29.0  million  (including  $1.6  million  intersegment
revenues)  compared  to  $60.5 million  (including  $3.1  million
intersegment  revenues)  for  the  year  ended  March  31,  1997.
Profits  before taxes decreased to $3.7 million during  the  year
ended  March 31, 1998 compared to $13.8 million year ended  March
31, 1997.

Asia  Pacific  Construction - Asia Pacific  Construction  results
benefited from the acquisitions of certain Divcon Ltd. Pty assets
in  December 1996, and certain Subsea International, Inc.  assets
in  July 1997.  For the year ended March 31, 1998, gross revenues
increased 573% to $30.3 million compared to $4.5 million for  the
year  ended  March 31, 1997.  The Asia Pacific  segment  did  not
generate   any  intersegment  revenues.   Profits  before   taxes
increased  slightly to $0.2 million during the year  ended  March
31,  1998  compared to a $0.7 million loss year ended  March  31,
1997.

Latin  America Construction - For the year ended March 31,  1998,
revenue  from  services and equipment provided to  CCC  increased
764%  to $9.5 million compared to $1.1 million for the year ended
March  31,  1997. Revenues included in the year ended  March  31,
1997  occurred after the December 1996 equity investment in  CCC.
Profits  before taxes and equity in CCC losses increased to  $1.6
million  during  the  year ended March 31,  1998  compared  to  a
negligible  loss year ended March 31, 1997.  However, the  profit
for  the  year ended March 31, 1998 was offset by equity  in  CCC
loss  of $1.7 million.  The Company did not record an equity gain
or loss during the year ended March 31, 1997.

Liquidity and Capital Resources

      The  Company's  operations generated  cash  flow  of  $74.9
million  during  the nine months ended December 31,  1998.   Cash
from   operations,  together  with  $51.5  million  provided   by
financing  activities,  funded  investing  activities  of  $119.4
million.   Investing  activities  consisted  principally  of  (i)
capital expenditures, (ii) net receipts on advances to CCC, (iii)
dry-docking  costs,  and (iv) the release  from  escrow  of  Lake
Charles  Harbor  and  Terminal District Port Improvement  Revenue
Bonds   proceeds.    Funds  provided  by   financing   activities
principally  represent net borrowings under the Company's  credit
agreement  with a syndicate of commercial banks partially  offset
by  purchases  of  the Company's Common Stock.   Working  capital
increased $1.1 million during the nine months ended December  31,
1998  from  $77.5 million at March 31, 1998 to $78.6  million  at
December 31, 1998.

      Capital  expenditures during the nine months ended December
31, 1998 aggregated $132.9 million. These expenditures included a
$42.5  million final payment to acquire the DLB 332 and DLB  264,
$34.5  million  for  continued  conversion  and  upgrade  of  the
Hercules,  $15.2  million  for  continued  construction  of   the
Carlyss, Louisiana, deepwater support facility and pipebase,  and
$5.1  million  for  the construction of a shorebase  facility  in
Batam, Indonesia.  Also during the nine months ended December 31,
1998,  the  Company settled the previously disclosed  arbitration
with  a shipyard relating to the construction contract terms  for
the conversion and upgrade of the Hercules.  The Company included
the  settlement costs in the conversion and upgrade cost with  no
current charge to earnings.  The additional cost will not have  a
significant impact on future results.

      The  Company  estimates that the cost to  complete  capital
expenditure  projects in progress at December 31, 1998,  will  be
approximately $22 million all of which is expected to be incurred
during   the  year  ending  December  31,  1999.   The  scheduled
completion  of  the  addition of reel pipelay capability  to  the
Hercules is during the fourth quarter of the year ending December
31, 1999.  The estimated remaining costs to complete the Hercules
upgrades  are approximately $6 million, which is in  addition  to
the  approximately $113.1 million incurred through  December  31,
1998.

     The Company is constructing a deepwater support facility and
pipebase  near Carlyss, Louisiana. The Company plans  to  replace
its  existing facilities in Houma and Amelia, Louisiana with  the
Carlyss  Facility.  Estimated completion is in the third  quarter
of  the  year ending December 31, 1999 at a cost of approximately
$37  million,  including approximately $30.1  million  (including
land  purchased in December 1997) incurred through  December  31,
1998.  Tax exempt revenue bonds issued by the Lake Charles Harbor
and  Terminal District financed approximately $28 million of  the
construction.  The bonds bear interest at a variable rate,  which
was 4.1% at December 31, 1998, and mature on November 1, 2027.

      In  the  normal course of business, the Company is  in  the
initial phase of replacing its accounting and procurement systems
and   has   established  a  target  date  in the fourth quarter for its
installations  at all locations.  While the Company's  growth  is
driving  the  Company's  efforts to replace  its  accounting  and
procurement  systems, the Company does expect the  implementation
of  the  new  accounting and procurement system to  mitigate  any
potential Year 2000 issues related to the existing accounting and
procurement  systems.   The  Company expects  the  corporate-wide
accounting   and   procurement   system   replacement   to   cost
approximately $3 million.

      In  August  1998,  the  Board of Directors  authorized  the
expenditure  of  up to $30.0 million to purchase  shares  of  the
Company's  outstanding  common stock.   The  Board  of  Directors
placed  no limit on the duration of the program.  As of  December
31,  1998,  the Company had purchased 1,429,500 shares since  the
authorization at a total cost of $15.0 million.

      Long-term debt outstanding at December 31, 1998, (including
current maturities), includes $39.0 million of Title XI bonds, the $28.0
million  of Lake Charles Harbor and Terminal District bonds,  and
$143.0  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 September 16, 1998, an amendment  to
the  Restated Credit Agreement increased the line of credit  from
$200.0  million to $250.0 million.  The revolving credit facility
reduces  to $150.0 million on July 1, 2000, and to $100.0 million
on  July 1, 2001. Borrowings under the facility bear interest  at
fluctuating  rates,  are  payable on  June  30,  2002,  and  have
subsidiary  guarantees  and  stock pledges  as  collateral.   The
amount   of   available  credit  decreases  by   (i)   borrowings
outstanding   ($143.0  million  at  December  31,   1998),   (ii)
outstanding  letters of credit issued under the  Restated  Credit
Agreement ($33.4 million at December 31, 1998), and (iii) amounts
outstanding under a separate credit agreement between  the  banks
and CCC ($21.1 million at December 31, 1998). Effective March 30,
1999,  an  additional amendment to the Restated Credit Agreement,
among other things, removed the above provision that reduced  the
amount  available by amounts outstanding under a separate  credit
agreement  between the banks and CCC.  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.

      The  Company also has short-term credit facilities  at  its
foreign locations that aggregate $2.8 million and are secured  by
parent company guarantees.  Additionally, in the normal course of
business,  the Company provides guarantees and performance,  bid,
and  payment  bonds  pursuant  to agreements  or  obtaining  such
agreements  to  perform  construction services.   Some  of  these
guarantees  are secured by parent guarantees.  The  aggregate  of
these guarantees and bonds at December 31, 1998 was $6.0 million.

       The  Company  has  guaranteed  certain  indebtedness   and
commitments  of CCC approximating $21.1 million at  December  31,
1998  ($20.0  million at March 30, 1999).   In  April  1998,  the
Company  gave  a contingent guarantee to a financial  institution
whereby  the  guarantee  becomes  effective  if  certain   vessel
contracts  of  CCC  are canceled or not renewed.   The  principal
amount  subject to the contingent guaranty at December  31,  1998
was  $14.9  million.  The Company has also given performance  and
currency guarantees to banks for CCC debt totaling $28.6  million
at  December 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.

     In February 1999, Global reached agreement in principal with
its  partner  to  restructure its joint venture  in  Mexico,  CCC
Fabricaciones  y  Construcciones,  S.A.  de  C.C.  ("CCC").   The
agreement  replaced  all prior pending restructuring  agreements.
Under  the  restructuring  agreement, its  partner,  through  the
assumption  of  CCC debt, will contribute additional  capital  of
approximately  $16.5  million  to  CCC.   Global,   through   the
forgiveness  of  advances  and receivables  due  from  CCC,  will
contribute  additional capital of approximately $15.8 million  to
CCC.   Among  other  provisions, CCC will  also  dispose  of  its
industrial  construction division and subject to  due  diligence,
enter into a fabrication contract that will be contributed by  an
affiliate  of  its partner.  The Company expects to complete  the
restructuring in the near future.  After the restructuring, CCC's
primary business will be offshore marine construction and  marine
fabrication.   Global  has a 49% ownership interest  in  CCC  and
charters vessels and other equipment to CCC.

      The  Company  expects funds available  under  the  Restated
Credit  Agreement,  proceeds from the 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.

      In  the normal course of business, the company is currently
evaluating  its  debt structure and considering  alternatives  to
refinance  a  portion of its credit facility debt to  extend  the
payment terms beyond the current expiration.

Facilities Relocation

     The Company is constructing a deepwater support facility and
pipebase  near  Carlyss, Louisiana, to accommodate  deeper  draft
vessels   such  as  the  Hercules  and  the  Pioneer.   To   gain
anticipated  efficiencies,  the  Company  plans  to  replace  the
existing  facilities  in  Houma and Amelia,  Louisiana  with  the
Carlyss   Facility.   Certain  of  the  Company's  administrative
functions  will also relocate from its Lafayette,  Louisiana  and
Houston, Texas offices.

      As a result of the relocation, the Company expects to incur
certain  employment  costs,  equipment  and  material  relocation
costs,  and  costs to close the replaced facilities.  Certain  of
these anticipated costs were included in the results for the nine
months  ended  December  31,  1998.   The  Company  expects   the
remainder  of these costs to be included in the results  for  the
year  ending December 31, 1999.  The results for the nine  months
ended  December  31,  1998,  include the  following  charges  (in
thousands):

                                
Employee  severance pay and transition bonuses       $  622
Asset write-down                                        640
                                                     ------ 
     Total  charge related to facilities relocation  $1,262
                                                     ======

                  
      Employee  severance pay and transition bonuses are  amounts
payable  to certain employees that will not relocate to  the  new
facilities.   The  severance pay is payable upon  the  employees'
termination  by the Company.  The transition bonuses are  payable
to  those employees that remain with the Company to assist in the
continuation   of  operations  and  administration,   train   new
employees,  and  wind down functions at the replaced  facilities.
The   transition  bonuses  are  payable  upon  the   earlier   of
termination by the Company or the passage of certain time periods
while  still  employed.  None of the employee severance  pay  and
transition  bonuses were paid in the nine months  ended  December
31,  1998.   The Company expects to pay all such amounts  in  the
year ending December 31, 1999.

      The  asset write-down included in the results for the  nine
months   ended  December  31,  1998,  relates  to  the  estimated
impairment   in  value  of  certain  facilities  at  the   Houma,
Louisiana, location attributable to the relocation from there.

       The   total  employment  costs,  equipment  and   material
relocation  costs,  and costs to close the  replaced  facilities,
including those described above, expended during the nine  months
ended  December  31,  1998, and expected to be  expended  are  as
follows:

                                   Nine       
                                   Months          Year
                                   Ended          Ending     
                                 December 31,    December 31,    
                                 ------------    ------------
                                   1998            1999         Totals
                                   ----            ----         ------
Employee severance pay and 
  transition bonuses               $  --         $   761        $  761
Employee relocation assistance         2           1,869         1,871
Equipment and material relocation    122           1,028         1,150
Closing of replaced facilitie         --             439           439
                                   -----         -------        ------
  Total cash expenditures            124           4,097         4,221
Asset write-down                     640              --           640
                                   -----         -------        ------
  Total  costs  related  to 
    facilities relocation          $ 764         $ 4,097        $4,861
                                   =====         =======        ======


      In  addition to the above estimated costs, the Company  has
issued  options  for 191,000 shares of Common  Stock  to  certain
employees who will relocate.  The options are exercisable over  a
five-year vesting period subject to the employees' relocation  to
the  new  facility.   As  a result, $0.2 million  unearned  stock
compensation will be amortized over the vesting period.

       Although   the  Company  expects  to  benefit   from   the
consolidation  of  its  Houma, Amelia, and Lafayette,  Louisiana,
facilities,  it  cannot reasonably estimate  any  potential  cost
savings.

Industry Outlook

      Given  the current industry outlook in the lower oil  price
environment,  the Company expects that its trends  of  increasing
revenues  will be difficult to maintain in the next  fiscal  year
and  for as long as oil and gas companies maintain their curb  on
capital expenditures.  The Company anticipates the impact will be
greater on margins and profits as it adjusts its pricing  to  bid
competitively  for  available projects and as the  proportion  of
lower  margin  international work to Gulf of Mexico work  becomes
greater.   Thus,  if  this  situation  continues,  the  Company's
results  of  operations  for  the  next  fiscal  year  could   be
materially lower than the results of the last twelve months.  The
Company  believes  that  the financial results  of  its  Gulf  of
Mexico,  Asia  Pacific,  and Middle East segments  will  be  most
affected by industry conditions.

     Ultimately, the Company feels that the industry will "bounce
back"  from  the  current economic environment  because  eventual
economic  recovery of developing nations, which will spur  demand
growth,   and  depletion  of  petroleum  reserves  currently   in
production  will  result in more favorable prices  for  petroleum
resources.  Favorable prices for petroleum resources will  result
in   oil   and   gas  companies      increasing   their   capital
expenditures.   However,  the Company cannot  predict  when  such
recovery might occur.

       The   Company  projects  that  considering  the   industry
expectations,  its  capital expenditures  will  be  smaller  than
recent  fiscal  periods.  However, the Company  is  committed  to
completing  the  conversion of the Hercules, the construction  of
the  Carlyss, Louisiana, deepwater support facility and pipebase,
and the construction of a shorebase facility in Batam, Indonesia.
Also,  as the Company has historically done, it will continue  to
evaluate  the  merits of any opportunities  that  may  arise  for
acquisitions of equipment or businesses.

Recent Accounting Pronouncements
     
     In  June  1998,  the  Financial Accounting  Standards  Board
("FASB")  issued Statement of Financial Accounting Standards  No.
133,  "Accounting  for Derivative and Hedging Activities"  ("SFAS
133").  SFAS  133 establishes accounting and reporting  standards
for  derivative instruments and hedging activities and  requires,
among  other things, that an entity recognize all derivatives  as
either  assets  or  liabilities in  the  statement  of  financial
position and measure the instruments at fair value.  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, if applicable, effective January 1, 2000, as required.

   Year 2000

      The  Year  2000  problem results from the use  in  computer
hardware  and software of two digits rather than four  digits  to
define  the applicable year.  The use of two digits was a  common
practice  for  decades when computer storage and  processing  was
much  more  expensive  than today.  When  computer  systems  must
process  dates  both before and after January 1, 2000,  two-digit
year  "fields" may create processing ambiguities that  can  cause
errors and system failures.  For example, computer programs  that
have date-sensitive features may recognize a date represented  by
"00" as the year 1900, instead of 2000.  These errors or failures
may  have  limited  effects, or the effects  may  be  widespread,
depending  on  the  computer chip, system or  software,  and  its
location and function.

     The effects of the Year 2000 problem are exacerbated because
of the interdependence of computer and telecommunications systems
in   the   United   States  and  throughout  the   world.    This
interdependence certainly  is  true  for  Global   and   Global's
suppliers,   and  customers,  as  well  as  for  governments   of
countries around the world where Global does business.

      The  Company  makes  use  of computers  in  its  gathering,
manipulating,   calculating,   and   reporting   of   accounting,
financial, administrative, and management information.   We  also
rely on computers to undertake certain operational procedures and
to  more efficiently produce documents and financial instruments.
Additionally, the Company uses computers as a communication  tool
for  its employees to communicate among themselves and with other
persons  outside  the  organization.   Finally,  certain  of  the
Company's equipment (including the dynamic positioning systems on
certain of the Company's vessels,) makes use of embedded computer
technology.

      Readiness.   The Company has prepared a Year  2000  Project
Plan (the "Y2K Plan") to identify and assess its risks associated
with  Year  2000 issues and to take reasonable steps  to  prevent
Global's  critical  functions from  being  impaired.   Global  is
currently  implementing its Y2K Plan, which will be  modified  as
events  require.   Under  the  plan,  the  Company  continues  to
(i)  assess  its critical information and computing  systems  and
(ii)  inventory its systems using embedded technology,  including
our  fleet  of offshore vessels and related systems;  assess  the
effects  of  Year  2000  problems on the  critical  functions  of
Global's  business units; remedy systems, software  and  embedded
chips  in  an  effort  to  avoid material  disruptions  or  other
material  adverse  effects on critical functions,  processes  and
systems;   verify  and  test  the  critical  systems   to   which
remediation  efforts have been applied; and attempt  to  mitigate
those  critical  aspects of the Year 2000 problem  that  are  not
remediated  by  January  1, 2000, including  the  development  of
contingency  plans to cope with the mission critical consequences
of Year 2000 problems that have not been identified or remediated
by that date.  Implementation of our Y2K Plan is supervised by  a
Vice   President  and  the  Company  has  contracted  with  firms
specializing  in  the  assessment  and  remediation  of  embedded
technology  for  additional  assistance.   As  a  result  of  the
assessments, non-compliant embedded technology has been found  on
certain  of the Company's vessels.  The Company plans to complete
the  identification and remediation of mission  critical  systems
that require modification or replacement by mid-1999.

        The    Y2K    Plan   recognizes   that   the    computer,
telecommunications,  and  other systems  ("Outside  Systems")  of
outside  entities  ("Outside Entities") have  the  potential  for
major,  mission  critical,  adverse effects  on  the  conduct  of
Global's business.  Global does not have control of these Outside
Entities or Outside Systems.  In some cases, Outside Entities are
foreign  governments or businesses located in foreign  countries.
However,  Global's  Y2K  Plan  includes  an  ongoing  process  of
identifying  and  contacting Outside Entities whose  systems,  in
Global's judgment, have or may have a substantial effect  on  our
ability  to  continue to conduct the mission critical aspects  of
our  business  without disruption from Year 2000  problems.   The
Company  has  contacted its key vendors and customers  to  assess
their  progress with their own Year 2000 issues and to anticipate
potential  risks associated with its key vendors  and  customers.
Global  will work prudently with Outside Entities in a reasonable
attempt to inventory, assess, analyze, convert (where necessary),
test,  and develop contingency plans for Global's connections  to
these  mission  critical Outside Systems  and  to  ascertain  the
extent  to which they are, or can be made to be, Year 2000  ready
and compatible with Global's mission critical systems.

      Despite efforts to address all material Year 2000 issues in
advance, the Company could potentially experience disruptions  to
some aspects of its activities or operations.   Thus, the Company
is  developing  business  contingency plans  for  mitigating  the
effect of potential disruptions.

      Costs.  Total amounts spent to date on Year 2000 awareness,
inventory,   assessment,   analysis,   conversion,   testing   or
contingency   planning   efforts  were  approximately   $110,000.
Additional   costs   to  carry  out  the  Y2K   Plan,   including
implementation   of  Year  2000  contingency   plan,   based   on
assessments  to  date, are not expected to  be  material  to  the
Company's financial condition.  Although management believes that
its  estimates are reasonable, there can be no assurance that the
actual  costs  of  implementing the  Y2K  Plan  will  not  differ
materially  from the estimated costs or that Global will  not  be
materially adversely affected by Year 2000 issues.  Moreover, the
estimated  costs of implementing the Y2K Plan do  not  take  into
account the costs, if any, that might be incurred as a result  of
Year   2000-related   failures  that   occur   despite   Global's
implementation of the Y2K Plan.

     Worst Case Scenario.  The Securities and Exchange Commission
requires  that  public  companies forecast  the  most  reasonably
likely  worst  case Year 2000 scenario.  In doing so,  Global  is
assuming  that  the  Company's Y2K Plan will  not  be  effective.
Analysis  of  the  most reasonably likely worst  case  Year  2000
scenarios Global may face leads to contemplation of the following
possibilities which, though unlikely in some or many cases,  must
be  included  in  any consideration of worst  cases:   widespread
failure  of  electrical, gas, and similar supplies  by  utilities
serving   Global  domestically  and  internationally;  widespread
disruption  of  the  services of communications  common  carriers
domestically and internationally; similar disruption to means and
modes   of   transportation  for  Global   and   its   employees,
contractors, suppliers, and customers; significant disruption  to
Global's ability to gain access to, and remain working in, office
buildings  and  other  facilities;  the  failure  of  substantial
numbers of Global's critical information (computer) hardware  and
software    systems;   and   the   failure,   domestically    and
internationally, of Outside Systems, the effects of  which  would
have  a  cumulative material adverse impact on Global's  critical
systems.   Among  other  things, Global  could  face  substantial
claims  by  customers  or loss of revenues due  to  inability  to
fulfill contractual obligations, inability to account for certain
revenues or obligations or to bill customers accurately and on  a
timely  basis, and increased expenses associated with litigation,
stabilization of operations following critical failures, and  the
execution of contingency plans.  Global could also experience  an
inability  by  customers to pay, on a timely  basis  or  at  all,
obligations  owed  to  Global.  Under  these  circumstances,  the
adverse   effect  on  Global,  and  the  diminution  of  Global's
revenues,  would be material, although not quantifiable  at  this
time.

      Summary.   Global  has a plan to deal with  the  Year  2000
challenge   and  believes  that  it  will  be  able  to   achieve
substantial  Year  2000  readiness with respect  to  the  mission
critical  systems  that it controls.  However,  from  a  forward-
looking  perspective, the extent and magnitude of the  Year  2000
problem as it will affect Global, both before and for some period
after January 1, 2000, are difficult to predict or quantify for a
number  of reasons.  Among these are: the difficulty of  locating
"embedded"  chips  that  may be in a  great  variety  of  mission
critical  systems;  the  difficulty of  inventorying,  assessing,
remediating,   verifying  and  testing   Outside   Systems;   the
difficulty  in  locating all mission critical software  (computer
code)  internal  to Global that is not Year 2000 compatible;  and
the  unavailability  of certain necessary  internal  or  external
resources,  including  but not limited to  trained  hardware  and
software  engineers, technicians, and other personnel to  perform
adequate   remediation,  verification  and  testing  of   mission
critical  Global systems or Outside Systems.  Accordingly,  there
can  be no assurance that all of Global's Systems and all Outside
Systems will be adequately remediated so that they are Year  2000
ready  by January 1, 2000, or by some earlier date, so as not  to
create  a  material disruption to Global's business.  If  despite
Global's  efforts,  there are mission critical Year  2000-related
failures that create substantial disruptions to our business, the
adverse   impact   on  Global's  business  could   be   material.
Additionally,   Year  2000  costs  are  difficult   to   estimate
accurately  because  of  unanticipated vendor  delays,  technical
difficulties, the impact of tests of Outside Systems and  similar
events.


ITEM  7A.        QUANTITATIVE AND QUALITATIVE  DISCLOSURES  ABOUT
MARKET RISK

      The  Company  is  exposed to the risk of changing  interest
rates  and  foreign  currency exchange rate  risks.  The  Company
currently does not use derivative financial instruments to  hedge
the interest or currency risks.  Interest on approximately $171.0
million,  or 81% of the Company's long-term debt with a  weighted
average interest rate of 6.2% at December 31, 1998, was variable,
based  on  short-term market rates.  Thus, a general increase  of
1.0%  short-term market interest rates would result in additional
interest  cost  of $1.7 million per year if the Company  were  to
maintain the same debt level and structure.

      Also,  the  Company has approximately $39.8  million  fixed
interest  rate long-term debt outstanding with a weighted-average
interest  rate  of  approximately 7.8%  and  a  market  value  of
approximately  $45.1  million on December 31,  1998.   A  general
increase of 1.0% in overall market interest rates would result in
a  decline  in  market  value of the debt to approximately  $42.0
million.

     The Company uses natural hedging techniques to hedge against
foreign  currency exchange losses by contracting, to  the  extent
possible, international construction jobs to be payable in U.  S.
dollars.   The  Company also, to the extent  possible,  maintains
cash balances at foreign locations in U. S. dollar accounts.  The
Company does not believe that a change in currency rates  in  the
regions that it operates would have a significant effect  on  its
results of operation.

       While  the  Company  does  not  currently  use  derivative
financial  instruments, it may use them in the future  if  deemed
appropriate.


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 December 31, 1998,
and  March  31, 1998, and the related consolidated statements  of
operations,  shareholders' equity, cash flows, and  comprehensive
income for the nine months ended December 31, 1998, and the years
ended  March  31,  1998,  and March 31,  1997.   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 December  31,  1998,
and March 31, 1998, and the results of their operations and their
cash  flows for the nine months ended December 31, 1998, and  the
years  ended  March 31, 1998, and March 31, 1997,  in  conformity
with generally accepted accounting principles.



DELOITTE & TOUCHE LLP


New Orleans, Louisiana
February 12, 1999
                                
                     Global Industries, Ltd.
                   CONSOLIDATED BALANCE SHEETS
                     (Dollars in Thousands)


                                           December 31,     March 31,
                                              1998            1998
                                              ----            ----
ASSETS                                                  
Current Assets:                                         
Cash                                       $ 25,368          $ 18,693
Escrowed funds (Notes 1 and 3)                2,447             6,907
Receivables                                 107,992            97,156
Advances to unconsolidated affiliate          8,190            22,852
 (Note 12)
Prepaid expenses and other                    9,874             7,002
                                           --------           -------
    Total current assets                    153,871           152,610
                                           --------           -------          
Escrowed Funds (Notes 1 and 3)                9,143            22,478
                                           --------           -------
Property and Equipment, net (Notes 2,      
  3 and 6)                                  535,386           432,224
                                           --------           -------          
Other Assets:                                           
Deferred charges, net (Note 1)               18,467            12,139
Investment in and advances to                           
  unconsolidated
  affiliate (Note  12)                       10,655             1,878
Other                                         3,349             4,038
                                           --------           -------
    Total other assets                       32,471            18,055
                                           --------          --------
    Total                                  $730,871          $625,367
                                           ========          ========
                                                        
LIABILITIES AND SHAREHOLDERS' EQUITY                    
Current Liabilities:                                    
Current maturities of long-term debt       
 (Note 3)                                  $  2,190          $  2,168
Accounts payable                             53,005            55,016
Employee-related liabilities (Note 5)         8,086            10,948
Other accrued liabilities                    11,953             7,006
                                           --------          --------
    Total current liabilities                75,234            75,138
                                           --------          --------          
Long-Term Debt (Note 3)                     208,607           144,825
                                           --------          --------
Deferred Income Taxes (Note 4)               49,502            36,471
                                           --------          --------
Commitments and Contingencies (Note 6)                  
                                                        
Shareholders' Equity (Note 7):                          
Preferred stock                                  --                --
Common stock, issued, 92,110,929                        
 and 91,597,114 shares, respectively            921               915
Additional paid-in capital                  213,518           208,911
Treasury stock at cost (1,429,500          
shares at Dec. 31, 1998)                    (15,012)               --
Accumulated other comprehensive income       (8,155)           (8,178)
Retained earnings                           206,256           167,285
                                           ---------         ---------
    Total shareholders' equity              397,528           368,933
                                           ---------         ---------
    Total                                  $730,871          $625,367
                                           =========         =========          
         See notes to consolidated financial statements.
                                



                     Global Industries, Ltd.
              CONSOLIDATED STATEMENTS OF OPERATIONS
          (Dollars in Thousands, except Per Share Data)
                                
                               Nine Months              Year Ended
                                  Ended
                               December 31,              March 31,
                                                  ---------------------------
                                    1998             1998            1997
                                    ----             ----            ----   
Revenues (Note 9)               $ 342,201         $ 379,901        $ 229,142
                                                                 
Cost of Revenues                  246,228           265,245          165,889
                                ---------         ---------        ---------   
Gross Profit                       95,973           114,656           63,253
                                                                 
Equity in Net Earnings                                           
  (Loss) of
   Unconsolidated Affiliate        (6,890)           (1,654)              --
                                                                 
Selling, General and                                             
  Administrative
  Expenses                         21,720            22,492           15,080
                                 ---------         ---------        --------- 
Operating Income                   67,363            90,510           48,173
                                 ---------         ---------        --------- 
Other Income (Expense):                                          
  Interest Expense                 (6,744)           (2,245)          (1,358)
  Other                              (665)            3,420            1,660
                                 ---------         ---------        ---------
                                   (7,409)            1,175              302
                                 ---------         ---------        ---------  
Income before Income Taxes         59,954            91,685           48,475
                                                                 
Provision for Income Taxes         20,983            34,382           14,543
  (Note 4)         
                                 ---------         ---------        ----------
Net Income                      $  38,971         $  57,303        $  33,932
                                ==========         =========        ==========
Net Income Per Share (Note                                       
  7)
   Basic                        $    0.43         $    0.63        $    0.44
   Diluted                      $    0.42         $    0.61        $    0.42
                                ==========         =========       ===========


         See notes to consolidated financial statements.


                                

                     Global Industries, Ltd.
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                     (Dollars in Thousands)
                                
<TABLE>
<CAPTION>                                                         
                                                    
                             Additi-           Accumulated            
            Common Stock      onal                Other
            ------------     Paid-In   Treasury   Compre-  Retained   
            Shares   Amount  Capital    Stock      sive    Earnings  Total
            ------   ------  --------  --------  --------- --------  -----
<S>        <C>         <C>     <C>        <C>      <C>      <C>       <C>
Balance at        
 April 1,
 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)
             --------   ---- --------     ----   --------      ------  -------
           91,597,114   915  208,911       --     (8,178)    167,285  368,933
Net income         --    --       --       --         --      38,971   38,971
Amortization
 of unearned
 stock
 compensation      --    --      604       --         --          --      604 
Restricted
 stock
 issues, net    5,464    --       --       --         --          --       --
Exercise of
 stock
 options      318,531     3      805       --         --          --      808
Tax effect
 of exercise
 of stock
 options           --    --    1,318       --         --          --    1,318
Common stock
 issued       184,065     2    1,880       --         --          --    1,882
Foreign
 currency
 translation
 adjustments       --    --       --       --         23          --       23
Common stock
 repurchased       --    --       --  (15,012)        --          --  (15,012)
Other           5,755     1       --       --         --          --        1
            ---------  ----    -----  --------    ------     -- ----- --------
Balance at
 Dec. 31,
 1998      92,110,929  $921 $213,518 $(15,012)   $(8,155)    $206,256 $397,528
           ==========  ==== ======== =========   ========    ======== ========

</TABLE>

                         See notes to consolidated financial statements.
                                
                                
                                
                                
                     Global Industries, Ltd.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In Thousands)

                                  Nine Months             Year Ended
                                     Ended
                                  December 31,            March 31,
                                                   -------------------------
                                      1998           1998            1997
                                      ----           ----            ----
Cash Flows From Operating                                        
 Activities:
Net income                        $  38,971        $  57,303       $  33,932
Adjustments to reconcile net                                     
 income to net
 cash provided by operating                                      
 activities:
 Depreciation and amortization       35,602           29,576          18,003
 (Gain) loss on sale, disposal,                                   
  or impairment
  of property and equipment             926              (72)            (11)
 Deferred income taxes               13,044           14,873           6,700
 Equity in net (earnings) loss                                   
  of unconsolidated affiliate         6,890            1,654              --
 Other                                 (355)            (989)             69
 Changes in operating assets                                     
  and liabilities (net
  of acquisitions):                                              
  Receivables                       (10,836)         (30,256)         (7,800)
  Receivables from                  
    unconsolidated affiliate         (7,840)              --              --
  Prepaid expenses and other         (2,839)          (3,242)          1,549
  Accounts payable, employee-                                    
   related liabilities,
   and other accrued                  
   liabilities                        1,341           22,493          11,854
                                    --------        ---------         -------
   Net cash provided by              74,904           91,340          64,296
operating activities                --------        ---------         -------
Cash Flows From Investing                                        
Activities:
 Proceeds from sale of                 
   equipment                            317              349              16
 Decrease (increase) in            
  escrowed funds, net                17,795           (8,826)            398
 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            6,835            2,593         (25,784)
 Additions to property and       
   equipment                       (132,881)        (122,320)       (124,868)
 Additions to deferred charges      (11,998)         (10,076)         (4,277)
 Other                                  540              (54)         (1,146)
                                   ---------        ---------        --------
   Net cash used in investing      (119,392)        (242,139)       (161,651)
    activities

Cash Flows From Financing                                        
Activities:
 Repayment of long-term debt        (23,196)         (27,220)         (2,193)
 Proceeds from long-term debt        87,000          131,000          20,328
 Payment of short-term borrowings        --               --          (3,200)
 Proceeds from sale of common        
   stock, net                         2,691            2,445         140,971
Purchase of treasury stock          (15,012)              --              --
                                    --------        --------         --------
  Net cash provided by (used                                     
   in)financing activities           51,483          106,225         155,906
                                    --------        --------         --------
Effect of Exchange Rate Change       
 on Cash                               (320)            (714)             --
Cash:                                                            
 Increase (decrease)                  6,675          (45,288)         58,551
 Beginning of period                 18,693           63,981           5,430
                                    --------        ---------        --------
 End of period                    $  25,368        $  18,693       $  63,981
                                  ==========       ==========        ========
                                
                                See notes to consolidated financial statements.


                                
                     Global Industries, Ltd.
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                         (In Thousands)
                                
                                  Nine Months             Year Ended
                                     Ended
                                 December 31,             March 31,
                                                  -------------------------
                                     1998            1998           1997
                                     ----            ----           ----    
Net Income                        $   38,971      $  57,303     $    33,932
Other  Comprehensive Income                                
 (Loss):
   Foreign  currency translation         
     adjustments                          23         (8,178)             --
                                  ----------      ----------     ----------
Comprehensive Income              $   38,994      $  49,125     $    33,932
                                  ==========      ==========    ===========


         See notes to consolidated financial statements.


                                
                     Global Industries, Ltd.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
1.   Organization and Summary of Significant Accounting Policies

      Organization  -  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.

      Fiscal  Year  -  Effective December 31, 1998,  the  Company
changed  its  fiscal year-end to December 31 of each  year.   The
consolidated statements of operations, shareholders' equity, cash
flows, and comprehensive income for the period from April 1, 1998
to December 31, 1998 represent a transition period of nine months
which is referred to as the nine months ended December 31, 1998.

      The  following  is a comparative summary of  the  operating
results  for the nine-month periods ending December 31, 1998  and
December 31, 1997:

                                      Nine Months Ended December 31,
                                         1998             1997
                                         ----             ----
                                                       (Unaudited)
                                 (in thousands, except per share amounts)
Revenues                              $ 342,201       $ 292,383
Cost of Revenues                        246,228         201,470
                                      ---------       ---------
Gross Profit                             95,973          90,913
Equity in Net Earnings (Loss) of                      
   Unconsolidated Affiliate              (6,890)           (854)
Selling, General and Administrative                   
  Expenses                               21,720          16,907
                                      ---------       ---------
Operating Income                         67,363          73,152
Other Income (Expense):                               
  Interest Expense                       (6,744)         (1,459)
  Other                                    (665)          3,018
                                      ---------       ---------
                                         (7,409)          1,559
                                      ---------       ---------
Income before Income Taxes               59,954          74,711
Provision for Income Taxes               20,983          28,390
                                      ---------       ---------
Net Income                            $  38,971       $  46,321
                                      =========       =========                
Net Income Per Share                                  
   Basic                              $    0.43       $    0.50
   Diluted                            $    0.42       $    0.49
                                      =========       =========



      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 $11.6 million  and
$29.4   million  at  December  31,  1998  and  March  31,   1998,
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 were  deposited  into  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 and a money  market  account
invested  in  U. S. government and government agency  securities.
At  December 31, 1998, and March 31, 1998, the Company  estimated
$2.4  million  and  $6.9  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  that  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 that 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 over  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       5 - 25 years
Machinery and equipment                            5 - 18 years
Transportation equipment                           3 - 10 years
Furniture and fixtures                             2 - 12 years
Buildings and leasehold improvements               3 - 40 years
                               
     Effective April 1, 1998, the Company changed its estimate of
the useful lives of certain marine barges that are depreciated on
the  units-of-production  method.  The  Company  increased  total
estimated  operating days for such barges to better  reflect  the
estimated periods during which the assets will remain in service.
For  the nine months ended December 31, 1998, the change had  the
effect  of  reducing  depreciation expense by  $3.7  million  and
increasing net income by $2.4 million ($0.03 per both  basic  and
diluted share).

      Depreciation  and  amortization  expense  of  property  and
equipment  approximated $29.2 million, $24.9 million,  and  $14.4
million  for  the nine months ended December 31,  1998,  and  the
years ended March 31, 1998, and March 31, 1997, respectively.

       Interest   Capitalization  -  Interest   costs   for   the
construction  of  certain long-term assets  are  capitalized  and
amortized  over  the  related  assets'  estimated  useful  lives.
During  the  nine months ended December 31, 1998, and  the  years
ended  March  31, 1998 and 1997, interest costs of $2.6  million,
$4.0 million, and $2.6 million, respectively, were capitalized.

      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 $5.8 million,  $4.4
million, and $3.3 million for the nine months ended December  31,
1998,  and  the years ended March 31, 1998, and March  31,  1997,
respectively.

     Impairment of Long-Lived Assets - Long-lived assets held and
used  by the Company are reviewed for impairment whenever  events
or  changes in circumstances indicate that the carrying amount of
an  asset  may  not  be  recoverable.  The Company  assesses  the
recoverability  of long-lived assets by determining  whether  the
carrying values can be recovered through projected cash flows and
operating results over their remaining lives.  Any impairment  of
the  asset  is  recognized when it is probable that  such  future
undiscounted cash flows will be less than the carrying  value  of
the  asset.  During the nine months ended December 31, 1998,  the
Company  recorded  an estimated impairment in  value  of  certain
facilities  at the Houma, Louisiana, location attributable  to  a
planned relocation from there.  The write-down was $0.6 million.

      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.

      Income Taxes - Income taxes are recognized during the  year
in which transactions enter into the determination of net income,
with  deferred  taxes  being provided for  temporary  differences
between  assets and liabilities for financial reporting and  such
amounts as measured by tax laws.

      Fair Value of Financial Instruments - The carrying value of
the  Company's  financial instruments, including  cash,  escrowed
funds,   receivables,   advances  to  unconsolidated   affiliate,
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 December 31, 1998 and  March
31,  1998  based upon available market information,  approximated
$216.1 million and $150.0 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.

      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.

      Reclassifications - Certain prior year balances  have  been
reclassified to conform to the current year presentation.

      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  period.    The
translation  calculation  for assets  and  liabilities  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.  Gains and losses resulting  from  foreign
currency transactions are included in other income (expense)  and
were  not material for the periods presented in the statement  of
operations.

     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  its
fiscal  year ended March 31, 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 of shares outstanding  adjusted  for
the incremental shares attributed to dilutive outstanding options
to purchase common stock and non-vested restricted stock awards.

     Recent   Accounting  Pronouncements  -  During   1997,   the
Financial Accounting Standards Board ("FASB") issued Statement of
Financial  Accounting Standards No. 130 "Reporting  Comprehensive
Income"  ("SFAS  130")  and  Statement  of  Financial  Accounting
Standards  No.  131 "Disclosures about Segments of an  Enterprise
and Related Information" (SFAS 131").  SFAS 130 provides guidance
for  the presentation and display of comprehensive income.   SFAS
131  establishes standards for disclosure of operating  segments,
products,  services, geographic areas, and major customers.   The
Company  has adopted the new standards, and accordingly, has  (1)
presented  all  items required to be recognized as components  of
comprehensive  income (which for the Company consists  solely  of
foreign  currency  translation adjustments) in  the  accompanying
statements   of  comprehensive  income,  and  (2)   revised   its
disclosure of industry segment and geographic information as  set
forth in Note 8.
     
     In  June  1998,  the  FASB  issued  Statement  of  Financial
Accounting   Standards   No.  133  "Accounting   for   Derivative
Instruments  and  Hedging Activities"  ("SFAS  133").   SFAS  133
establishes  accounting  and reporting standards  for  derivative
instruments  and  hedging activities and  requires,  among  other
things, that an entity recognize all derivatives as either assets
or liabilities in the balance sheet and measure those instruments
at  fair  value.  The Company has considered the implications  of
SFAS  133  and concluded that implementation of the new  standard
will  not  have  a material effect on the consolidated  financial
statements.
     
2.   Property and Equipment

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

                                     December 31,    March 31,
                                        1998           1998
                                     ------------    ---------
                                           (in thousands)

Marine barges, vessels, and          
  related equipment                  $503,894        $330,673
Machinery and equipment                45,380          43,491
Transportation equipment                3,625           2,978
Furniture and fixtures                  5,371           4,724
Buildings and leasehold                 
  improvements                          9,438           9,073
Land                                   11,145           8,809
Construction in progress               61,914         109,522
                                     --------        ---------
                                      640,767         509,270
Less accumulated depreciation and    
  amortization                       (105,381)       ( 77,046)
                                     --------        ---------
  Property and equipment - net       $535,386        $432,224
                                     ========        =========

3.   Financing Arrangements

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

                                         December 31,     March 31,
                                            1998            1998
                                         ------------     ---------
                                                (in thousands)
United States Government                       
 Guaranteed Ship
 Financing Bonds, 1994 Series                  
 dated September
 27, 1994, payable in semi-annual              
 installments 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 $36.9 million
 at December 31, 1998                        $18,344       $18,762
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 $23.4 million
 at December 31, 1998                       19,514         19,921
Obligation to service Lake Charles             
 Harbor and
 Terminal District Port                        
 Improvement Revenue Bonds,
 dated November 1, 1998, interest              
 payable monthly at
 prevailing market rates, maturing             
 November 1, 2027,
 collateralized by $28.4 million               
 irrevocable letter of
 credit                                     28,000         28,000
Revolving line of credit with a                
 syndicate of commercial
 banks, interest payable at          
 variable rates                             143,000         78,000
Other obligations                            1,939          2,310
                                          --------        -------
Total long-term debt                       210,797        146,993
Less current maturities                      2,190          2,168
                                          --------        -------
Long-term debt, less current         
 maturities                               $208,607       $144,825
                                          ========       ========

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

              1999                     $  2,190
              2000                        2,223
              2001                       44,990
              2002                      101,862
              2003                        1,862
              Thereafter                 57,670
                                       --------
                Total                  $210,797
                                       ========


      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
December  31,  1998 was 4.1%. 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.
The  unexpended  funds  are included in the accompanying  balance
sheets 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 September 16, 1998, an amendment to the Restated Credit
Agreement  increased the credit facility from $200.0  million  to
$250.0  million.  The revolving credit facility reduces to $150.0
million  on July 1, 2000, and to $100.0 million on July 1,  2001.
Borrowings under the facility bear interest at fluctuating  rates
(weighted  average of 6.5% at December 31, 1998), are payable  on
June  30, 2002, and have subsidiary guarantees and stock  pledges
as  collateral.  The amount of available credit decreases by  (i)
borrowings  outstanding ($143.0 million at  December  31,  1998),
(ii)  outstanding  letters of credit issued  under  the  Restated
Credit Agreement ($33.4 million at December 31, 1998), and  (iii)
amounts outstanding under a separate credit agreement between the
banks  and  CCC  ($21.1  million  at  December  31,  1998).   For
continuing  access to the revolving line of credit,  the  Company
must  not  be in default under the Restated Credit Agreement  and
remain  in  compliance  with its covenants,  including  covenants
relating   to  the  maintenance  of  certain  financial   ratios,
limitations  on  the  incurrence of  new  indebtedness,  and  the
payment   of   dividends.   Additionally,  the  Restated   Credit
Agreement contains cross-default provisions that specify  that  a
default  by  CCC (see Note 12) under a separate loan  agreement
constitutes a  default  under  the
Company's  Restated Credit Agreement.  At December 31, 1998,  the
amount  available  under the credit agreement approximated  $52.5
million.

      The  Company has short-term credit facilities available  at
its foreign locations that aggregate $2.8 million and are secured
by parent company guarantees.

4.   Income Taxes

     The Company has provided for income taxes as follows:

                            Nine Months           Year Ended
                               Ended
                            December 31            March 31,
                                                --------------
                              1998              1998      1997
                              ----              ----      ----
                                      (in thousands)
U.S. Federal and State:                         
     Current                 $4,726           $18,465    $6,189
     Deferred                13,031            14,873     6,700
Foreign:                                        
     Current                  3,226             1,044     1,654
                            -------           -------   -------
       Total                $20,983           $34,382   $14,543
                            =======           =======   =======


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

     Income before income taxes consisted of the following:

                            Nine Months        Year Ended
                               Ended
                            December 31,        March 31,
                                            -----------------
                               1998           1998      1997
                               ----           ----      ----
                                    (in thousands)

United States                $46,151        $87,839   $34,417
Foreign                       13,803          3,846    14,058
                             -------        -------   -------
       Total                 $59,954        $91,685   $48,475
                             =======        =======   =======

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

                           Nine Months        Year Ended
                              Ended
                           December 31,        March 31,
                                            --------------
                               1998         1998      1997
                               ----         ----      ----
                                   (in thousands)

Taxes at Federal                              
  statutory rate of 35%     $20,984        $32,090   $16,966
Foreign income taxes at                       
  different rates            (1,605)         1,044    (3,266)
Other                         1,604          1,248       843
                            -------        -------   -------
       Total                $20,983        $34,382   $14,543
                            =======        =======   =======

      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  December
31, 1998 and March 31, 1998 are as follows:

                                   December 31,       March 31,
                                       1998             1998
                                       ----             ----
                                          (in thousands)
Deferred Tax                         
Liabilities:
 Excess book over tax                
   basis of property and equipment    $44,853         $33,091
 Deferred charges                       4,574           3,447
 Other                                  1,390           1,384
                                     
Deferred Tax Assets:                 
 Reserves not currently deductible     (1,315)         (1,451)
                                      --------        --------
  Net deferred tax liability          $49,502         $36,471
                                      ========        ========


      A  substantial  portion  of the undistributed  earnings  of
foreign subsidiaries has been reinvested and the Company does not
expect to remit the earnings to the parent company.  Accordingly,
no  Federal income tax has been provided on such earnings and, at
December  31,  1998, the cumulative amount of such  undistributed
earnings  and related tax effects approximated $46.6 million  and
$12.8 million, respectively.

5.   Employee Benefits

      The  Company sponsors a defined contribution profit-sharing
and  401(k)  retirement plan that covers all employees  who  meet
certain eligibility requirements.  Company contributions  to  the
profit-sharing plan are made at the discretion of  the  Board  of
Directors  and  may not exceed 15% of the annual compensation  of
each  participant.  The  Company  does  not  expect  to  make   a
contribution  to  the  profit-sharing portion  of  the  plan  for
employee  services rendered during the nine months ended December
31,  1998,  and  thus,  recorded no profit-sharing  plan  expense
during that period.  Profit-sharing plan expense was $2.5 million
and  $2.1  million for the years ended March 31, 1998  and  1997,
respectively.

     Under the 401(k) section of the retirement plan, the Company
began matching employee 401(k) plan contributions during the nine
months   ended  December  31,  1998.   The  Company   now   makes
contributions   equal   to  100%  of  the   first   $1,000   each
participating employee contributes to the plan.  401(k)  matching
expense during the nine months ended December 31, 1998, was  $0.7
million.

     In addition, the Company has an incentive compensation plan,
which rewards employees when the Company's financial results meet
or exceed budgets.  The Company does not expect to make incentive
compensation plan payments for employee services rendered  during
the  nine  months ended December 31, 1998, and thus, recorded  no
incentive compensation expense during that period.  For the years
ended  March  31,  1998 and 1997, the Company recorded  incentive
compensation  expense  of  $2.5  million  (distributed  to  1,150
employees)  and  $1.5  million (distributed  to  918  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  nine  months  ended
December  31, 1998, and the years ended March 31, 1998 and  1997,
was $1,177,000, $1,224,000, and $723,000, respectively, (of which
$35,250,  $47,000,  and 47,000, respectively, 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
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  December  31,  1998  and  in  total
thereafter follow (in thousands):

          1999                             $1,342
          2000                              1,162
          2001                                943
          2002                                694
          2003                                460
          Thereafter                           18
                                           ------
            Total                          $4,619
                                           ======

      Legal  Proceedings  -  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 December 31, 1998 approximated $22 million.

     Guarantees - The Company has guaranteed certain indebtedness
of  CCC  approximating $21.1 million at December  31,  1998.   In
April  1998,  the  Company  gave  a  contingent  guarantee  to  a
financial institution whereby the guarantee becomes effective  if
certain vessel contracts of CCC are canceled or not renewed.  The
principal  amount subject to the contingent guaranty at  December
31,   1998  was  $14.9  million.   The  Company  has  also  given
performance  and  currency guarantees totaling $28.6  million  at
December  31,  1998,  to banks for CCC debt  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.

     In the normal course of its business activities, the Company
provides  guarantees  and performance,  bid,  and  payment  bonds
pursuant  to agreements or obtaining such agreements  to  perform
construction  services.  Some of these financial instruments  are
secured  by parent guarantees.  The aggregate of these guarantees
and bonds at December 31, 1998 was $6.0 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  a  letter  of  credit  as
collateral  for $28.0 million of Port Improvement Revenue  Bonds.
Outstanding  letters of credit at December 31, 1998  approximated
$33.4 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.

      Treasury Stock - During August 1998, the Board of Directors
authorized  the  expenditure of up to $30.0 million  to  purchase
shares  of  the Company's outstanding common stock.   Subject  to
market  conditions, the purchases may be effected  from  time  to
time  through solicited or unsolicited transactions in the market
or  in privately negotiated transactions.  No limit was placed on
the  duration  of  the purchase program.  Subject  to  applicable
securities laws, management will make purchases based upon market
conditions  and  other  factors.  As of December  31,  1998,  the
Company had purchased 1,429,500 shares since the authorization at
a total cost of $15.0 million.

     Restricted Stock Awards and Stock Option Plans - The Company
has  three  stock-based compensation plans that provide  for  the
granting of restricted stock, stock options, or a combination  of
both to officers and employees.  Unearned stock 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 and is 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 $604,000,  $179,000
and $261,000 for the nine months ended December 31, 1998, and the
years  ended  March  31,  1998, and 1997,  respectively.      The
balance of Unearned Stock Compensation to be amortized in  future
periods  was $1.3 million and $2.2 million at December 31,  1998,
and March 31, 1998, respectively.

     The Company's 1992 Restricted Stock Plan provides for awards
of  shares  of  restricted  stock  to  employees  approved  by  a
committee  of  the Board of Directors.  Under the  plan,  712,000
shares of Common Stock have been reserved for issuance, of  which
121,076  were  available for grant at December 31, 1998.   Shares
granted  under  the plan vest 33 1/3% on the third,  fourth,  and
fifth  anniversary date of grant.  During the nine  months  ended
December  31,  1998, no awards were made under  the  plan,  while
5,000  awards with a weighted average value at the time of  issue
of  $13.444  per share and 31,000 awards with a weighted  average
value  at the time of issue of $7.679 per share were made  during
the  years  ended March 31, 1998 and 1997, respectively.   During
the  nine months ended December 31, 1998, restrictions on  12,804
shares  expired.  On December 31, 1998, restrictions remained  on
182,500 shares.

      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  December  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.

      The  Company does not expect to issue any additional awards
under  its  1992 Restricted Stock Plan and its 1992 Stock  Option
Plan.

      In 1998, the Company amended its 1998 Restricted Stock Plan
to  become the 1998 Equity Incentive Plan and permit the granting
of both restricted stock awards and stock option awards under the
plan  to  employees  approved by a  committee  of  the  Board  of
Directors.  The plan also authorizes the Chief Executive  Officer
to grant stock options and restricted stock awards to non-officer
employees.  As of December 31, 1998, 3,200,000 shares  of  Common
Stock  have been reserved for issuance under the plan,  of  which
2,698,500  were  available for grant.  Restricted shares  granted
under  the  plan  vest  33 1/3% on the third,  fourth  and  fifth
anniversary  date  of the grant.  During the  nine  months  ended
December 31, 1998 and the year ended March 31, 1998, the  Company
issued  11,000  restricted stock awards with a  weighted  average
value  at  the  time  of issue of $17.341 per  share  and  97,500
restricted stock awards with a weighted average value at the time
of  issue  of  $16.500 per share, respectively.  On December  31,
1998,  restrictions  remained on all of  those  restricted  stock
awards.

     The following table shows the changes in options outstanding
under all plans for the nine months ended December 31, 1998,  and
the years ended March 31, 1998, and March 31, 1997:

                          At 85% of Market     At or Above Market
                          -----------------   ---------------------
                                   Weighted                Weighted
                          Shares      Avg.     Shares        Avg.
                                     Price                  Price
                          ------   --------    ------      --------
Outstanding on April    
  1, 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     16.124
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      9.756
Granted                    241,000    7.823     324,500      9.271    
Surrendered                 (6,560)   1.847    (365,100)    12.911
Exercised                 (154,602)   1.572    (164,905)     3.513
                         ----------   -----   ----------   --------
Outstanding on          
  December 31, 1998      1,046,700   $3.779   4,206,075    $ 9.690
                         ==========  ======   ==========   ========
Exercisable at December   
  31, 1998                 672,340   $2.199   1,358,555    $ 6.553
                         ==========  ======   ==========   ========


In  October  1998,  the Company repriced the  exercise  price  on
665,000 incentive options.  The table above has been restated for
the  nine months ended December 31, 1998 and the year ended March
31,  1998 to reflect the repriced amounts.  The repricing had the
effect of changing the weighted average exercise price per  share
of  the  "at or above market" options from $13.633 to $9.271  for
options  granted during the nine months ended December  31,  1998
and  from $17.943 to $16.124 for options granted during the  year
ended March 31, 1998.

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

              OPTIONS OUTSTANDING                     OPTIONS
                                                    EXERCISABLE
--------------------------------------------------  ------------------
                             Weighted                        
                              Average
                            Remaining    Weighted            Weighted
  Range of         Number   Contractual    Average   Number    Average
  Exercise         Outstan      Life      Exercise   Exercis  Exercise
   Prices            ding      (Years)       Price     able      Price
----------         -------  -----------   --------   -------  ---------
$1.5413-2.2188     726,420     4.62        $1.6621   651,380   $1.6217
 2.2344-3.2813   1,479,310     6.27         2.7494   870,190    2.6833
 3.3125-4.6250     110,225     7.05         3.8011    39,825    3.7346
 4.7188-7.2500     440,620     8.66         6.0788    87,500    6.6099
 7.5781-11.3125  1,020,200     8.78         8.1553   107,000    8.6638
12.3750-16.6250    288,500     7.22        14.2296    36,500   15.1865
17.1593-20.1875  1,187,500     8.75        20.0808   229,780   20.0772
---------------  ---------   ---------    --------  --------  ---------
$1.5413-20.1875  5,252,775     7.36        $8.4990 2,022,175   $5.0505
===============  =========   ==========   ======== =========  =========



      Non-Employee Director Compensation - Effective September 1,
1998, the Board of Directors terminated the Non-employee Director
Stock  Plan  and adopted the Global Industries, Ltd. Non-Employee
Directors Compensation Plan (the "Directors Compensation  Plan").
Under the Directors Compensation Plan, each non-employee director
may  elect  to defer receipt of all or part of his or her  annual
retainer and meeting fees.  In lieu of cash and accrued interest,
each non-employee director may elect to base the deferred fees on
Stock  Units  which  have  the same value  as  Common  Stock  and
increase and decrease in value to the full extent of any increase
or  decrease  in the value of the Common Stock. Also,  each  non-
employee director may receive up to $20,000 of his or her  annual
retainer  and  meeting  fees in shares  of  Common  Stock.   With
respect  to  annual retainer fees and meeting fees  earned  after
December  31,  1998,  each non-employee director  must  elect  to
receive  at  least $20,000 in Common Stock or Stock  Units.   The
maximum number of shares of Common Stock that may be issued under
the plan is 25,000.  As of December 31, 1998, no shares have been
issued under the plan.

      Prior  to  the effective date of the Directors Compensation
Plan,  the  Non-Employee Director Stock Plan provided  that  each
director  of  the  Company who is not an employee  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  specified
that  a  maximum of 80,000 shares of Common Stock may  be  issued
under  the plan.  During the nine months ended December 31,  1998
and  the  years ended March 31, 1998 and 1997, 5,755, 3,608,  and
6,756  shares,  respectively, were issued under the  plan.   Non-
employee   director  stock  compensation  expense  was   $69,000,
$55,000, and $50,000 for the nine months ended December 31,  1998
and  the  years  ended  March  31,  1998,  and  March  31,  1997,
respectively.

      1995  Employee Stock Purchase Plan - The Global Industries,
Ltd. 1995 Employee Stock Purchase Plan ("Purchase Plan") provides
a  method for substantially all employees to 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 a twelve month  and  a
six month Option Period.  In October 1998, the Board of Directors
further  amended the plan effective December 31, 1998, to,  among
other  items,  change  the twelve-month Option  Period  to  begin
January  1 of each year and the six-month Option Period to  begin
July  1  of  each year.  For the twelve months ending  March  31,
1999, 320 employees are expected to purchase 68,000 shares  at  a
cost  to be determined by the closing market price on that  date.
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.

       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 nine months  ended
December 31, 1998, and the years ended March 31, 1998, and  March
31, 1997, been determined consistent with SFAS 123, the Company's
net  income  and net income per share amounts for the  respective
periods  would  approximate the following  proforma  amounts  (in
thousands, except per share data):

               Nine Months Ended               Year Ended March 31,
                  December 31,             
             -------------------        -------------------------------------
                      1998                     1998             1997 
                      ----                     ----             ----
               As                         As                         
             Reported   Proforma        Reported  Proforma  Reported Proforma
             --------   --------        --------  --------  -------- -------- 
Net income   $38,971    $36,341         $57,303   $55,474    $33,932  $32,950
             ========   ========        ========  ========  ======== ========
Net income                                               
 per share
  Basic       $ 0.43     $ 0.40           $0.63     $ 0.61   $ 0.44   $ 0.42
  Diluted     $ 0.42     $ 0.39           $0.61     $ 0.59   $ 0.42   $ 0.41
             ========   ========        ========  ========  ========  =======

     The weighted-average fair value of options that were granted
during  the  nine months ended December 31, 1998 was $5.02.   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 56.06%, (iii) risk-free interest rate of 5.31%, and
(iv) expected life of 7.00 years.

      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  year ended March 31, 1997 was $7.81.  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 - The following table
presents  the  reconciliation between basic  shares  and  diluted
shares (in thousands, except per share data):

                                          Weighted-               Earnings
                                        Average Shares            Per Share
                                 ----------------------------  --------------  
                    Net Income    Basic  Incremental  Diluted  Basic  Diluted
                    ----------    -----  -----------  -------  -----  -------
Nine months ended   $38,971      91,498     2,310     93,808   $0.43   $0.42
  December 31, 1998
Year ended         
  March 31, 1998     57,303      91,110     2,762     93,872    0.63    0.61   
Year ended     
  March 31,1997      33,932      77,746     3,001     80,747    0.44    0.42


                                                          
      Options to purchase 1,356,000 shares of common stock, at an
exercise  price  range  of  $14.625 to $20.188  per  share,  were
outstanding during the nine months ended December 31,  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 1,859,100 shares of common stock, at an
exercise  price  range of $15.3750 to $21.9375  per  share,  were
outstanding  during the year ended March 31, 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 to $11.1875  per  share  were
outstanding  during the year ended March 31, 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.

8.   Industry Segment and Geographic Information

      The Company operates primarily in the offshore oil and  gas
construction  industry.   However,  the  Company   has   used   a
combination  of  factors to identify its reportable  segments  as
required by Statement of Financial Accounting Standards No.  131,
"Disclosures  about  Segments  of  an  Enterprise   and   Related
Information" ("SFAS 131").  The overriding determination  of  the
Company's  segments is based on how the chief operating decision-
maker   of  the  Company  evaluates  the  Company's  results   of
operations.  The underlying factors include types of service  and
type  of  assets  used  to  perform  such  services,  operational
management,  physical  locations,  degree  of  integration,   and
underlying economic characteristics of the various types of  work
the  Company performs.  The Company has identified eight segments
of which six meet the quantitative thresholds as required by SFAS
131  for disclosure.  The reportable segments are Gulf of  Mexico
Offshore  Construction,  Gulf of Mexico Diving,  Gulf  of  Mexico
Marine   Support,   West   Africa  Construction,   Asia   Pacific
Construction, and Latin America Construction.  Operating segments
that  did  not  meet the quantitative thresholds  for  disclosure
include the Company's Middle East Construction and Gulf of Mexico
ROV/other offshore construction services.

      Gulf of Mexico Offshore Construction is principally related
services performed using the Company's construction barges in the
Gulf of Mexico, including pipelay and derrick services.  Gulf  of
Mexico  Diving  is all diving services including those  performed
using  dive  support  vessels.  Gulf  of  Mexico  Marine  Support
includes  services  performed using the Company's  SWATH  vessel,
Pioneer, liftboat services, crewboat services, and transportation
services.   West  Africa  Construction  is  principally   related
services  performed  using  construction  barges  offshore   West
Africa.   Asia  Pacific Construction includes a  broad  range  of
offshore  construction services, including pipelay  and  derrick,
diving,  offshore  support  vessels,  and  ROV  services.   Latin
America Construction is primarily services and equipment provided
to  CCC and the 49% equity in CCC's results (see Note 12).   Many
of the Company's services are integrated, and thus, are performed
for  other of the Company's segments, typically at rates  charged
to external customers.

     The following tables present information about the profit or
loss and assets of each of the Company's reportable segments  for
the  nine  months  ended December 31, 1998, and the  years  ended
March  31,  1998  and  March 31, 1997.  The information  contains
certain allocations of corporate expenses that the Company  deems
reasonable  and  appropriate for the  evaluation  of  results  of
operations.    Segment   assets  do  not   include   intersegment
receivable  balances  as the Company feels  that  such  inclusion
would  be  misleading  or  not meaningful.   Segment  assets  are
determined by where they are situated at period-end.  Because the
Company  offers an integrated range of services, some assets  are
used  by more than one segment.  However, the Company feels  that
allocating   the  value  of  those  assets  among   segments   is
impractical.

                    Gulf of Mexico                        
                -------------------------
                Offshore           Marine   West     Asia     Latin
                Constr            Support  Africa   Pacific  American
                uction   Diving         
                -------- ------   -------  ------   -------  --------
                                 (in thousands)
                       Nine Months Ended December 31, 1998
                       -----------------------------------
Revenues from                                             
 external
 customers     $132,299 $29,032   $23,425  $68,860   $38,015   $26,312
Intersegment     
 revenues         3,472  13,049     8,039    1,839        --        --
Interest 
 expense          1,982     590       440      994       533       368
Depreciation                                              
and amortization 11,032   3,665     3,867    3,226     6,745     4,539
Profit before  
 tax             26,195  13,498    10,235   11,923     3,427       107
Segment assets                                            
 at period-end  249,424  44,370    88,150   69,972   149,998    34,461
Expenditures                                              
 for long-
 lived assets    54,406     272     2,295    1,491    67,704         4

                            Year Ended March 31, 1998
                            -------------------------
Revenues from                                             
 external
 customers     $220,867 $27,795   $44,256  $27,348   $30,289    $9,506
Intersegment     
 revenues           843  34,700     7,286    1,635        --        --
Interest           
 expense            230      36         9    1,227       199     1,130
Depreciation                                              
 & amortization  12,368   4,012     4,060    2,462     1,945     3,384
Profit before
 tax             44,230  24,404    19,443    3,712       197       (37)
Segment assets                                            
 at period-end  227,887  35,474    94,268   53,175    60,635    50,004
Expenditures                                              
 for long-
 lived assets    95,705   8,323    19,584    4,258    48,905    20,366
                            
                             Year Ended March 31, 1997
                             -------------------------
Revenues from                                             
 external
 customers     $124,088 $15,968   $24,934  $57,419    $4,460    $1,137
Intersegment
 revenues           795  15,843     3,171    3,120        --        --
Interest
 expense            257      --         1    1,158       181       404
Depreciation                                              
 & amortization   9,123   2,142     2,260    3,114       167       712
Profit before 
 tax             17,379   8,736    10,003   13,821      (650)      (36)
Segment assets                                            
 at period-end  120,207  23,803    81,263   48,801    11,032    46,325
Expenditures                                              
 for long-
 lived assets    46,990   2,192    34,499   17,996     6,168     2,150
                                                          


      The  following  table  reconciles the reportable  segments'
revenues,  profit  or  loss, assets, and  other  items  presented
above, to the Company's consolidated totals.

                                 Nine Months            Year Ended
                                    Ended
                                 December 31,            March 31,
                                                    ------------------
                                    1998              1998      1997
                                    ----              ----      ----
                                          (in thousands)
Revenues                                           
 Total for reportable segments   $344,436           $404,525  $250,935
 Total for other segments          24,568             20,552     1,254
 Elimination of         
  intersegment revenues           (26,803)           (45,176)  (23,047)
                                 ---------          --------- ---------
    Total consolidated revenues  $342,201           $379,901  $229,142
                                 =========          ========= =========
Profit or loss before                              
 income tax
    Total for reportable 
     segments                    $ 65,385           $ 91,949  $ 49,253
    Total for other segments       (1,616)              (501)       85
    Unallocated corporate
     (expenses) income             (3,815)               237      (863)
                                 ---------          --------- ---------
        Total consolidated   
         profit before tax       $ 59,954           $ 91,685  $ 48,475
                                 =========          ========= =========
Assets at period-end                               
    Total for reportable  
     segments                    $636,375           $521,443  $331,431
    Total for other segments       45,153             51,838     4,367
    Corporate assets               49,343             52,086    86,889
                                 ---------          --------- ---------
        Total consolidated   
         assets                  $730,871           $625,367  $422,687
                                 =========          ========= =========

Other items:                                       
Interest expense                                   
    Total for reportable 
     segments                    $  4,907           $  2,831  $  2,001
    Total for other segments          373                857        --
    Unallocated corporate    
     interest expense               1,464                 --        -- 
    Interest allocated to                          
     segments in excess
     of consolidated interest
     expense                           --             (1,443)     (643)
                                 --------           --------  --------
        Total consolidated
         interest expense        $  6,744           $  2,245  $  1,358
                                 ========           ========  ========
Depreciation and amortization
    Total for reportable 
     segments                    $ 33,074           $ 28,231  $ 17,518
    Total for other segments        1,549                779        12
    Unallocated corporate
     depreciation                     979                566       473
                                 --------           --------  --------
        Total consolidated                         
         depreciation and
         amortization            $ 35,602           $ 29,576  $ 18,003
                                 ========           ========  ========
Expenditures for segment                           
assets
    Total for reportable
     segments                    $126,172           $197,141  $109,995
    Total for other segments        4,915             21,480    20,926
    Corporate expenditures          1,794                866       675
                                 --------           --------  --------
        Total consolidated
         expenditures            $132,881           $219,487  $131,596
                                 ========           ========  ========


      The  following table presents the Company's  revenues  from
external customers attributed to operations in the United  States
and  foreign areas and long-lived assets in the United States and
foreign areas.


                            Nine Months            Year Ended
                               Ended
                            December 31,            March 31,
                                               ------------------ 
                               1998              1998      1997
                               ----              ----      ----
                                      (in thousands)
Revenues from external                            
 customers
    United States            $186,022          $294,209  $166,126
    Foreign areas             156,179            85,692    63,016
Long-lived assets at                              
 period-end
    United States             336,146           288,636   192,079
    Foreign areas             199,240           143,588    51,836



9.   Major Customers

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

                Nine Months              Year Ended March 31,
                   Ended
                December 31, 1998          1998             1997
               ------------------     -------------------------------
                Amt.        %           Amt.      %      Amt.      %
               ------     ----         ------    ----   ------   ----
                            (dollars in thousands)
Customer A     $35,310    10%         $77,945     21%  $44,773    20%
Customer B          --    --               --     --    26,766    12%
Customer C      68,968    20%          44,557     12%       --    --


Sales  to Customer A for all periods presented in the table  were
reported by each of the Company's Gulf of Mexico segments and its
Asia  Pacific Segment.  Sales to Customer B were reported by  the
Company's West Africa segment.  Sales to Customer C were reported
by  each  of the Company's Gulf of Mexico segments and  its  West
Africa segment.


10.  Supplemental Disclosures of Cash Flow Information

     Supplemental cash flow information for the nine months ended
December  31,  1998  and  years ended March  31,  1998  and  1997
follows:

                               Nine Months              
                                  Ended           Year Ended
                               December 31,        March 31,
                                              ------------------- 
                                  1998         1998       1997
                                  ----         ----       ----
                                       (in thousands)

Cash paid for:                                     
 Interest, net of amount
  capitalized                   $ 4,679       $  2,252    $ 1,267
 Income taxes                     6,258         15,948      4,400
                                                   
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:

     During the nine months ended December 31, 1998 and the years
ended  March 31, 1998, and March 31, 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  $1.3
million, $4.5 million, and $1.3 million, respectively.


11.  Interim Financial Information (Unaudited)

     The following is a summary of consolidated interim financial
information for the nine months ended December 31, 1998, and  the
twelve months ended March 31, 1998:

                                    Three Months Ended     
                                -------------------------------
                                June 30    Sept. 30     Dec. 31
                                -------    --------     -------   
                            (in thousands, except per share amounts)
Nine months ended December                            
31, 1998

Revenues                        $92,158    $120,575     $129,468
Gross profit                     30,587      30,901       34,485  
Net income                       14,829      12,297       11,845  
Net income per share                                  
  Basic                            0.16        0.13         0.13  
  Diluted                          0.16        0.13         0.13  


                                          Three Months Ended
                                -------------------------------------------
                                June 30    Sept. 30      Dec. 31   March 31
                                -------    --------     -------   --------
                                 (in thousands, except per share amounts)
Year Ended March 31, 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



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.   The  Company's
investment  in CCC is accounted for under the equity method.   In
the  year  ended  March  31, 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 year ended March  31,  1997
assuming the acquisition of the 49% ownership interest in CCC had
occurred  as  of April 1, 1996, amounted to $32.4  million  ($.40
diluted net income per share).

      Following is a summary of the financial position of CCC  as
of  September 30, 1998 and December 31, 1997 and its  results  of
operations for the nine months ended September 30, 1998  and  the
years ended December 31, 1997 and 1996 (in thousands):

                       September 30,      December 31,
                           1998               1997
                           ----               ----

Current assets           $110,352           $63,819
Noncurrent assets, net     28,174            28,900
                         --------           -------
     Total               $138,527           $92,719
                         ========           =======
                          
Current liabilities      $127,512           $65,681
Noncurrent liabilities     28,082            21,788
                         --------           -------
     Total               $155,594           $87,469
                         ========           =======

                 Nine Months
                    Ended               
                 September 30,      Year Ended December 31,
                                    -----------------------  
                     1998              1997        1996
                     ----              ----        ----

Revenues         $177,799            $150,482    $156,854
Gross profit       12,411              24,595      24,560
Net income (loss) (14,061)             (3,375)     (2,129)



     During  the  nine months ended December 31,  1998,  and  the
years  ended March 31, 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
December  31,  1998,  and  March  31,  1998  balance  sheets  are
receivables  from CCC totaling $18.8 million and  $22.9  million,
respectively.   Revenues and expense reimbursements  relating  to
transactions  with  CCC  approximated  $26.3  million  and   $0.6
million,  respectively, for the nine months  ended  December  31,
1998  ($9.5 million and $15.1 million, respectively, for the year
ended  March  31,  1998,  and  $1.1 million  and  $23.6  million,
respectively,  for the year ended March 31, 1997).   No  interest
income related to advances to CCC was recognized during the  nine
months  ended December 31, 1998.  For the years ended  March  31,
1998  and  1997,  interest  income related  to  advances  to  CCC
approximated   $0.4  million  and  $0.7  million,   respectively.
Additionally, the Company is a guarantor of certain  indebtedness
and other obligations of CCC as described in Note 6.

     Subsequent to December 31, 1998, Global reached agreement in
principal  with its partner to restructure CCC.
Under  the  restructuring  agreement, its  partner,  through  the
assumption  of  CCC debt, will contribute additional  capital  of
approximately  $16.5  million  to  CCC.   Global,   through   the
forgiveness  of  advances  and receivables  due  from  CCC,  will
contribute  additional capital of approximately $15.8 million  to
CCC.     Among other provisions, CCC will also dispose of its
industrial  construction division and subject to  due  diligence,
enter   into  a  certain  fabrication  contract  that   will   be
contributed by an affiliate of its partner.

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  1999   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  1999   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  1999   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  1999   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
          31  through 35 in this Annual Report are for the fiscal
          period ended December 31, 1998.

          Independent Auditors' Report.
            Consolidated Balance Sheets as of December 31,  1998,
          and March 31, 1998.
            Consolidated Statements of Operations  for  the  nine
          months  ended  December 31, 1998, and the  years  ended
          March 31, 1998, and March 31, 1997.
            Consolidated Statements of Shareholders'  Equity  for
          the  nine months ended December 31, 1998, and the years
          ended March 31, 1998, and March 31, 1997.
            Consolidated Statements of Cash Flows  for  the  nine
          months  ended  December 31, 1998, and the  years  ended
          March 31, 1998, and March 31, 1997.
            Consolidated Statements of Comprehensive  Income  for
          the  nine months ended December 31, 1998, and the years
          ended March 31, 1998, and March 31, 1997.
           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  incorporated   by
                              reference to exhibit 10.28  to  the
                              Registrant's Annual Report on  Form
                              10K for the fiscal year ended March
                              31, 1998.
            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 incorporated
                              by  reference to exhibit  10.29  to
                              the  Registrant's Annual Report  on
                              Form  10K for the fiscal year ended
                              March 31, 1998.
           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's
                              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.
             10.36     -      Fourth Amendment
                              to  Restated Credit Agreement dated
                              September 16, 1998 by and among the
                              Registrant,    certain    of    its
                              subsidiaries, Bank One,  Louisiana,
                              National Association and the  other
                              lenders named therein, incorporated
                              by  reference  to Exhibit  10.1  to
                              Registrant's  Quarterly  Report  on
                              Form  10-Q for the Quarterly period
                              ended September 30, 1998.
             10.37#      -     Global
                              Industries,    Ltd.    Non-Employee
                              Directors     Compensation     Plan
                              incorporated   by   reference    to
                              Exhibit    4.1    to   Registrant's
                              Registration Statement on Form  S-8
                              (Reg. No. 333-69949).
        *    10.38       -    Fifth Amendment
                              to  Restated Credit Agreement dated
                              March  30,  1999 by and  among  the
                              Registrant,    certain    of    its
                              subsidiaries, Bank One,  Louisiana,
                              National   Association,   and   the
                              lenders named therein.
        *    21.1        -    Subsidiaries of the Registrant.
        *    23.1        -    Consent of Deloitte & Touche LLP.
        *    27.1        -    Financial Data Schedule


     *Filed herewith.
     #Management Compensation Plan or Agreement.

(a)  Reports on Form 8-K.

          None.
                              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/  PETER S. ATKINSON
                              ___________________________________
                                     Peter S. Atkinson
                             Vice President, Chief Financial Officer
                           (Principal Financial and Accounting Officer)
                                
March 31 , 1999

      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,                    March 31, 1999
                              Chief Executive Officer and
                              Director
/s/  JAMES C. DAY
---------------------         Director                      March 31, 1999
     James C. Day

/s/  MYRON J. MOREAU
---------------------         Director                      March 31, 1999
     Myron J. Moreau

/s/  EDWARD P. DJEREJIAN
------------------------      Director                      March 31, 1999
     Edward P. Djerejian

/s/  MICHAEL J. POLLOCK
------------------------      Director                      March 31, 1999
     Michael J. Pollock

/s/  PETER S. ATKINSON
------------------------      Vice President, Chief         March 31,  1999
     Peter S. Atkinson        Officer (Principal Financial
                              and Accounting Officer)



                                                       EXHIBIT 10.38


          FIFTH AMENDMENT TO RESTATED CREDIT AGREEMENT

     THIS   FIFTH   AMENDMENT   TO  RESTATED   CREDIT   AGREEMENT
(hereinafter referred to as the "Fifth Amendment")  dated  as  of
the 30th day of March, 1999 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. ("ABN"), CREDIT  LYONNAIS  NEW
YORK  BRANCH  ("CL"),  THE  FUJI BANK,  LIMITED,  HOUSTON  AGENCY
("Fuji"),   HIBERNIA   NATIONAL   BANK   ("Hibernia"),    PARIBAS
("Paribas"),  WHITNEY NATIONAL BANK ("Whitney") and  WELLS  FARGO
BANK  NATIONAL  ASSOCIATION ("Wells Fargo") (Bank One,  ABN,  CL,
Fuji,  Hibernia, Paribas, Whitney and Wells Fargo are hereinafter
referred to collectively as "Banks", and individually as  "Bank")
and  Bank One, as Agent (in such capacity, the "Agent") , ABN  as
Syndication Agent (in such capacity, the "Syndication Agent") and
CL  as  Documentation Agent (in such capacity, the "Documentation
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., Credit Lyonnais New York Branch, The Fuji
Bank,  Limited, Houston Agency and Hibernia National Bank,  (with
Bank One, the "Original Bank Group"); and

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

     WHEREAS,  as of April 8, 1998, Paribas and Whitney  acquired
interests  in  the Credit Agreement and the Revolving  Commitment
described  therein  (Paribas  and  Whitney,  together  with   the
Original  Bank  Group  are hereinafter called  the  "Second  Bank
Group"); and

     WHEREAS, Borrower, the Guarantors, and the Second Bank Group
entered  into  a  Third  Amendment to Restated  Credit  Agreement
dated as of April 9, 1998; and

     WHEREAS,  as of September 16, 1998, Wells Fargo acquired  an
interest  in  the  Credit Agreement and the Revolving  Commitment
(Wells Fargo, together with the Second Bank Group are hereinafter
called the "Existing Bank Group"); and

     WHEREAS,  as  of  September  16,  1998,  the  Borrower,  the
Guarantors  and  the Existing Bank Group entered  into  a  Fourth
Amendment to Restated Credit Agreement; and

     WHEREAS,  the  Agent,  the  Banks,  the  Borrower  and   the
Guarantors  have agreed to further amend the Credit Agreement  to
make 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:

          (1)  By deleting the definition of "Eurodollar Margin" and
     inserting the following new definition in lieu thereof:

               "Eurodollar Margin" shall mean, with  respect
          to each Eurodollar Loan:

                    (i)    two   and  three-fourths  percent
               (2.75%)  per annum whenever Borrower's  ratio
               of Funded Debt to EBITDA is greater than 2.50
               to 1.0;

                    (ii) two and one-quarter percent (2.25%)
               per annum whenever Borrower's ratio of Funded
               Debt  to EBITDA is greater than 2.25  to  1.0
               but less than or equal to 2.50 to 1.0;

                    (iii)      two  percent (2%)  per  annum
               whenever Borrower's ratio of Funded  Debt  to
               EBITDA  is greater than 2.0 to 1.0  but  less
               than or equal to 2.25 to 1.0;

                    (iv)   one  and  three-fourths   percent
               (1.75%)  per annum whenever Borrower's  ratio
               of Funded Debt to EBITDA is greater than 1.75
               to 1.0 but less than or equal to 2.0 to 1.0;

                    (v)   one  and one-half percent  (1.50%)
               per annum whenever Borrower's ratio of Funded
               Debt  to EBITDA is greater than 1.25  to  1.0
               but less than or equal to 1.75 to 1.0; or

                    (iv) one and one-quarter percent (1.25%)
               per annum whenever Borrower's ratio of Funded
               Debt  to EBITDA is less than or equal to 1.25
               to 1.0.

          For  the  purposes of calculating  the  Eurodollar
          Margin, Borrower's ratio of Funded Debt to  EBITDA
          shall  be calculated as of the end of each  fiscal
          quarter,  using  information  furnished   on   the
          Borrower's   Compliance   Certificate,   for   the
          preceding  fiscal  quarter  with  the  first  such
          calculation  to be made as of March 31,  1999  for
          the fiscal quarter ended December 31, 1998.

          (2)  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)  $250,000,000  from  the   Fifth
          Amendment  Effective Date through June  30,  2000;
          (ii)   $150,000,000  from  July  1,  2000  through
          June 30, 2001; and (iii) $100,000,000 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."

          (3)  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            16%
                    ABN                 16%
                    Hibernia            16%
                    CL                  15%
                    Fuji                12%
                    Whitney             12%
                    Paribas              6%
                    Wells Fargo          7%

          (4)  By deleting the definition of "Unused Fee Rate" and
     inserting the following new definition in lieu thereof:

               ""Unused  Fee Rate" shall mean the percentage
          used to calculate the Unused Fee, which percentage
          shall be:

                    (i)   one-half of one percent (.50%) per
               annum  whenever  Borrower's ratio  of  Funded
               Debt to EBITDA is greater than 2.0 to 1.0;

                    (ii)   three-eighths  of   one   percent
               (.375%)  per annum whenever Borrower's  ratio
               of Funded Debt to EBITDA is greater than 1.75
               to 1.0 but less than or equal to 2.0 to 1.0;

                    (iii)      one-quarter  of  one  percent
               (.25%) per annum whenever Borrower's ratio of
               Funded Debt to EBITDA is greater than 1.25 to
               1.0  but  less than or equal to 1.75 to  1.0;
               and

                    (iv) one-fifth of one percent (.20%) per
               annum  whenever  Borrower's ratio  of  Funded
               Debt  to EBITDA is less than or equal to 1.25
               to 1.0.

          For  the  purposes of calculating the  Unused  Fee
          Rate,  Borrower's ratio of Funded Debt  to  EBITDA
          shall  be calculated as of the end of each  fiscal
          quarter,  using  information  furnished   on   the
          Borrower's   Compliance   Certificate,   for   the
          preceding  fiscal  quarter  with  the  first  such
          calculation  to be made as of March 31,  1999  for
          the fiscal quarter ended December 31, 1998.

          (5)  By deleting the definition of "CCC Credit Agreement" and
     inserting the following new definition in lieu thereof:

               ""CCC  Credit  Agreement"  shall  mean   that
          certain  Restated  Credit Agreement  dated  as  of
          March   30,   1999   among  CCC  Fabricaciones   y
          Construcciones S.A. de C.V., Bank One,  as  Agent,
          and   the  other  financial  institutions  parties
          thereto."

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

          (1)  Subsection 2(c) is hereby deleted in its entirety and the
     following inserted in lieu thereof:

                (c)  Letters  of Credit.  On the  terms  and
          conditions hereinafter set forth, the Agent  shall
          from  time to time during the period beginning  on
          the Effective Date and ending on the Maturity Date
          upon  request of Borrower issue (i) standby and/or
          commercial  letters of credit for the  account  of
          Borrower for job performance and general corporate
          purposes  in such amounts as Borrower may  request
          but not to exceed in the aggregate face amount  at
          any  time  outstanding the sum of  $100,000,000.00
          inclusive  of, as of any date, the face amount  of
          the  Credit Enhancement Letter of Credit  and  all
          Evergreen  Letters of Credit.   The  term  "Credit
          Enhancement  Letter of Credit"  when  used  herein
          shall  mean  that certain letter of  credit  dated
          November  20,  1997, in the amount of  $28,350,000
          with  an  expiry date of June 30, 2002.  The  term
          "Evergreen  Letters of Credit"  when  used  herein
          shall  mean letters of credit with an expiry  date
          of  not  more  than  one (1) year  from  issuance,
          subject to automatic renewal but provided that the
          final  maturity of any such Letter of Credit shall
          not extend beyond the Revolving Maturity Date. The
          expiry  date of the Credit Enhancement  Letter  of
          Credit  is  subject  to extension  for  additional
          periods of one year or more ending on June  30  of
          such  year if, on or before 180 days prior  to  an
          expiry date the Agent notifies Borrower in writing
          that  the Credit Enhancement Letter of Credit will
          be extended.  In the event the Banks decide not to
          extend  the  Credit Enhancement Letter of  Credit,
          the  Agent  will notify Borrower on or before  180
          days  prior  to  the  expiry date  of  the  Banks"
          intention  not  to extend such Credit  Enhancement
          Letter of Credit.  The Evergreen Letters of Credit
          shall  automatically renew upon each  such  expiry
          date  unless  the Agent notifies the  Borrower  in
          writing  on or before a date concurrent  with  the
          expiry  period notice required in any such  issued
          Letter  of  Credit that the Banks will  not  renew
          such Evergreen Letter of Credit at the next expiry
          date.   The  face amount of all Letters of  Credit
          (other  than Letters of Credit issued  in  foreign
          currency   which  are  provided  for  hereinbelow)
          issued   and   outstanding  hereunder   shall   be
          considered as non-interest bearing Advances  under
          the  Revolving Commitment.  From time to time  one
          or  more of the Letters of Credit issued hereunder
          may  be  issued in foreign currency (i.e.,  non-US
          dollar)   denominations  (i.e.,  non-U.S.   dollar
          denominations), which Letters of Credit  shall  be
          (i) treated as non-interest bearing Advances under
          the  Revolving Commitment in amounts equal to 120%
          of  the  face amount of such Letters of Credit  or
          the U.S. dollar equivalent thereof as of any date,
          and  (ii) subject to the provisions of the Agent's
          application and agreement for Letters  of  Credit,
          including,  but not limited to, the provisions  of
          such  application and agreement regarding  letters
          of credit issued in foreign currencies.  Each Bank
          agrees that, upon issuance of any Letter of Credit
          hereunder,  it  shall  automatically   acquire   a
          participation in the Agent's liability under  such
          Letter of Credit in an amount equal to such Bank's
          Revolving Commitment Percentage of such liability,
          and  each  Bank  (other than Agent) thereby  shall
          absolutely,    unconditionally   and   irrevocably
          assume, as primary obligor and not as surety,  and
          shall be unconditionally obligated to Agent to pay
          and  discharge when due, its Revolving  Commitment
          Percentage of Agent's liability under such  Letter
          of Credit.  Borrower hereby unconditionally agrees
          to  pay and reimburse the Agent for the amount  of
          each  payment  under any Letter of  Credit  at  or
          prior to the date on which payment is made by  the
          Agent   to  the  beneficiary  thereunder,  without
          presentment, demand, protest or other  formalities
          of any kind.  Upon receipt from any beneficiary of
          any  Letter  of Credit of any demand  for  payment
          under  such  Letter  of Credit,  the  Agent  shall
          promptly  notify Borrower of the  demand  and  the
          date upon which such payment is to be made by  the
          Agent  to  such  beneficiary in  respect  of  such
          demand.   Forthwith upon receipt  of  such  notice
          from  the  Agent, Borrower shall advise the  Agent
          whether  or not it intends to borrow hereunder  to
          finance  its obligations to reimburse  the  Agent,
          and  if  so,  submit  a  Notice  of  Borrowing  as
          provided in Section 2(b) hereof."

          (2)  Subsection 2(d) is hereby deleted in its entirety and the
     following inserted in lieu thereof:

                (d)  Procedure  for  Obtaining  Letters   of
          Credit.  The amount and date of issuance, renewal,
          extension  or  reissuance of a  Letter  of  Credit
          pursuant   to  the  Banks'  commitment  above   in
          Section  2(c)  shall be designated  by  Borrower's
          written request delivered to Agent at least  three
          (3)  Business  Days  prior to  the  date  of  such
          issuance,   renewal,  extension   or   reissuance.
          Concurrently   with  or  promptly  following   the
          delivery  of  the request for a Letter  of  Credit
          (other  than  the  Credit  Enhancement  Letter  of
          Credit), Borrower shall execute and deliver to the
          Agent an application and agreement with respect to
          the   Letters  of  Credit,  said  application  and
          agreement  to  be in the form used by  the  Agent.
          The  Agent shall not be obligated to issue, renew,
          extend  or reissue such Letters of Credit  if  (i)
          the amount thereon when added to the amount of the
          outstanding  Letters of Credit exceeds  an  amount
          equal  to  $100,000,000  inclusive  of,  the  face
          amount of all Credit Enhancement Letters of Credit
          and  Evergreen  Letters of  Credit,  or  (ii)  the
          amount   thereof   when   added   to   the   Total
          Outstandings    would   exceed    the    Revolving
          Commitment.  Once issued, the Agent shall have the
          authority  to renew and extend from time  to  time
          the  expiry  date of any Letter of Credit  without
          the  requirement  of the joinder  of  any  of  the
          Banks,  except that the Agent shall not  renew  or
          extend   the  expiry  date  beyond  the  Revolving
          Maturity  Date.  Borrower agrees to pay the  Agent
          for  the  benefit  of  the Banks  commissions  for
          issuing   the   Letters  of   Credit   (calculated
          separately for each Letter of Credit) in an amount
          equal  to  the face amount of each such Letter  of
          Credit  times the then effective Eurodollar Margin
          minus one-eighth of one percent (.125%) per annum,
          to  be reduced pro rata if the expiry date is less
          than  twelve (12) months.  Borrower agrees to  pay
          to  Agent an additional fee equal to one-eighth of
          one  percent (.125%) per annum on the maximum face
          amount  of  each Letter of Credit.   For  all  new
          Letters of Credit issued after the Fifth Amendment
          Effective  Date, such commissions  shall  be  paid
          quarterly in advance with the first such fee being
          payable  prior to the issuance of each  Letter  of
          Credit and thereafter at the end of each three (3)
          month  period  while  such  Letter  of  Credit  is
          outstanding.  For all Letters of Credit issued and
          outstanding  as  of the Fifth Amendment  Effective
          Date,  such  new commission rate shall  not  apply
          until the next anniversary date of such Letter  of
          Credit.   Borrower further agrees to  pay  to  the
          Agent  an  amendment  fee  for  any  amendment  to
          letters of credit issued hereunder, said fee to be
          in the amount of $50.00 per amendment and shall be
          due upon the issuance of such amendment."

          (3)  By deleting Subsection 2(h) therefrom in its entirety.

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

          "From  and  after the date of the Fourth 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 $40,000,000 payable  to  ABN,
     (iii)  one Revolving Note in the aggregate face  amount
     of  $37,500,000 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
     $40,000,000 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, (vii)  one
     Revolving   Note  in  the  aggregate  face  amount   of
     $30,000,000  payable  to  the  order  of  Whitney   and
     (viii)  one Revolving Note in the aggregate  amount  of
     $17,500,000 payable to the order of Wells Fargo."

     4.   Section 9 of the Credit Agreement is hereby amended in the
following respects:

          (1)  By deleting Subsection 9(t) in its entirety and by inserting
     the following in lieu thereof:

               "(t) Fiscal Year.  Borrowers fiscal year
          ends December 31."

          (2)  By adding a new Subsection 9(v) thereto as follows:

               "(v) Year 2000 Compliance.  The Borrower  has
          (i) initiated a review and assessment of all areas
          within  its and each of its Subsidiaries' business
          and operations that could be adversely affected by
          the  "Year  2000 Problem" (that is, the risk  that
          computer applications used by the Borrower or  any
          of its Subsidiaries may be unable to recognize and
          perform    properly    date-sensitive    functions
          involving  certain dates prior  to  and  any  date
          after  December 31, 1999), (ii) developed  a  plan
          and  timeline for addressing the Year 2000 Problem
          on  a timely basis, and (iii) to date, implemented
          that plan in accordance with that timetable.   The
          Borrower  reasonably  believes  that  all  of  its
          computer applications that are material to its  or
          any  of  its Subsidiaries' business and operations
          will   be   able   to   perform   adequately   all
          date-sensitive functions for all dates before  and
          after  January  1, 2000 (that is,  be  "Year  2000
          Compliant") prior to December 31, 1999, except  to
          the  extent  that  a failure to do  so  could  not
          reasonably  be  expected to have Material  Adverse
          Effect."

     5.   Section 11 of the Credit Agreement is hereby amended by the
addition of a new Subsection 11(t) thereto as follows:

          "(t)  Year  2000  Compliance.  The  Borrower  will
     promptly  notify  the Agent in the event  the  Borrower
     discovers  or determines that any computer applications
     that  are  material to its or any of its  Subsidiaries'
     business and operations will not be Year 2000 Compliant
     prior  to December 31, 1999, except to the extent  that
     such failure could not reasonably be expected to have a
     Material Adverse Effect."

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

          (1)  By amending Subsection 12(g) thereof in the following
     respects:

               (i)    By   deleting  Subsection  12(g)(viii)
          thereof  in  its  entirety  and  substituting  the
          following in lieu thereof:

                     "viii)   guaranties of obligations
               of CCC to Bank One, Texas, N.A. as Agent
               for    itself   and   other    financial
               institutions  pursuant to  that  certain
               Credit  Agreement dated March  30,  1999
               among CCC and Bank One, Texas, N.A.,  et
               al. in an aggregate amount not to exceed
               $21,000,000; or"

               (ii) By deleting Subsection 12(g)(xi) in  its
          entirety   and  substituting  the  following   two
          Subsections in lieu thereof:

                    "(xi)       indebtedness   not   in
               excess  of $150,000,000 in the  form  of
               either  a  financing  provided  by   the
               Maritime  Administration, United  States
               of  America ("MARAD") or,  a  public  or
               private  placement of a debt,  provided,
               that  in connection therewith (i)  there
               is  no principal amortization within the
               first  five (5) years of the closing  of
               such   financing,  (ii)  such  financing
               shall rate pari passu with the Revolving
               Commitment and (iii) providing that  the
               covenants and other obligations  of  any
               such   financing  shall   be   no   more
               restrictive   than  the  covenants   and
               agreements   contained  in  the   Credit
               Agreement ; or

                    (xii)        any    renewals     or
               extensions, but not increases, of any or
               all of the foregoing."

          (2)  By the addition of a new Subsection 12(p) thereto as
     follows:

               "(p) Maximum Funded Debt.  Borrower will  not
          allow  its  ratio of Funded Debt to EBITDA  to  be
          exceed  2.75 to 1.0, as of the end of  any  fiscal
          quarter."

          (3)  Subsection 12(n) of the Credit Agreement is hereby deleted
     in its entirety and the following inserted in lieu thereof:

                (n)  Sale  of Assets.  Neither Borrower  nor
          any  Consolidated Subsidiary shall sell,  transfer
          or  otherwise dispose of any assets in  excess  of
          $5,000,000   in   any  fiscal  year   other   than
          (i)  assets sold in the ordinary course  of  their
          respective  businesses and  (ii)  sales  of  notes
          receivable or accounts receivable in amounts of up
          to  $50,000,000  at  any one  time  to  facilitate
          contracts   with   deferred  payments;   provided,
          however,  that each such sale of notes  receivable
          or accounts receivable shall first be consented to
          by  Agent  after review of the provisions  of  any
          agreements with respect thereto, including but not
          limited to, the amount of the discount involved."

     7.   Section 14 of the Credit Agreement is hereby amended by
deleting  Subsections  (h) and (i) thereof and  substituting  the
following in lieu thereof:

          "(h)  Indemnification.  Banks agree  to  indemnify
     the  Agent, the Syndication Agent and the Documentation
     Agent,  ratably according to their respective Revolving
     Commitments  on a Pro Rata basis, from and against  any
     and  all  liabilities,  obligations,  losses,  damages,
     penalties,  actions, judgments, suits, costs,  expenses
     or  disbursements of any proper and reasonable kind  or
     nature whatsoever which may be imposed on, incurred  by
     or asserted against the Agent, the Syndication Agent or
     the  Documentation  Agent in any  way  relating  to  or
     arising  out of the Loan Documents or any action  taken
     or  omitted by the Agent, the Syndication Agent or  the
     Documentation Agent under the Loan Documents,  provided
     that  no  Bank shall be liable for any portion of  such
     liabilities,  obligations, losses, damages,  penalties,
     actions,   judgments,   suits,   costs,   expenses   or
     disbursements   resulting   from   the   Agent's,   the
     Syndication Agent's or the Documentation Agent's  gross
     negligence or willful misconduct.  Each Bank  shall  be
     entitled to be reimbursed by the Agent, the Syndication
     Agent  or  the Documentation Agent for any amount  such
     Bank paid to either the Agent, the Syndication Agent or
     the Documentation Agent under this Section 14(h) to the
     extent  either the Agent, the Syndication Agent or  the
     Documentation  Agent  has  been  reimbursed  for   such
     payments by Borrower or any other Person.  The  parties
     intend  for the provisions of this Section to apply  to
     and  protect the Agent, the Syndication Agent  and  the
     Documentation  Agent  from  the  consequences  of   any
     liability   including  strict  liability   imposed   or
     threatened  to  be  imposed on Agent,  the  Syndication
     Agent  or  the Documentation Agent as well as from  the
     consequences of its own negligence, whether or not that
     negligence  is  the  sole, contributing  or  concurring
     cause of any such liability.

          (i)    Benefit  of  Section  14.   The  agreements
     contained in this Section 14 are solely for the benefit
     of  the Agent, the Syndication Agent, the Documentation
     Agent and the Banks and are not for the benefit of,  or
     to  be  relied  upon  by, Borrower,  any  affiliate  of
     Borrower or any other person."

     8.   Borrower agrees to pay to the Agent for the ratable benefit
of  the  Banks  in  consideration for  this  Fifth  Amendment  to
Restated Credit Agreement, an amendment fee equal to $625,000.00.

     9.   This Fifth Amendment shall be effective as of the date first
above  written,  but  only upon satisfaction  of  the  conditions
precedent  set forth hereinbelow (the "Fifth Amendment  Effective
Date").

     10.  The Banks hereby agree to waive the Event of Default that
occurred pursuant to Section 13(j) of the Credit Agreement  as  a
result  of defaults under the CCC Credit Agreement prior  to  the
date hereof.  The waiver contained herein is a waiver specific to
the  provisions of Section 13(j) of the Credit Agreement  and  is
not  a  waiver of any other provision nor is it a waiver  of  any
other  Default  or Event of Default that may have occurred  under
the provisions of the Credit Agreement as amended.

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

          (1)  Borrower's Execution and Delivery.  Borrower and each
     Guarantor shall have executed and delivered to the Agent for the
     benefit of the Banks, this Fifth Amendment and other required
     documents, all in form and substance satisfactory to Agent;

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

          (3)  Corporate Resolutions.  The Agent shall have received
     appropriate certified corporate resolutions of Borrower;

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

          (5)  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;

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

          (7)  Representation and Warranties.  The representations and
     warranties of Borrower and each Consolidated Subsidiary under
     this  Fifth  Amendment 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);

          (8)  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;

          (9)  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

          (10) 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.

     12.   Except  to the extent its provisions are  specifically
amended,  modified  or  superseded by this Fifth  Amendment,  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  Fifth Amendment, 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.

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

     14.   This Fifth Amendment 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.

     15.  The Guarantors are executing this Fifth Amendment to both
indicate  their consent to the execution hereof by  the  Borrower
and to reaffirm their obligations under their Guaranties.

     16.  WRITTEN CREDIT AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED
BY   THE  FIRST  AMENDMENT,  THE  SECOND  AMENDMENT,  THE   THIRD
AMENDMENT,   THE  FOURTH  AMENDMENT  AND  THIS  FIFTH  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  Fifth
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.



                              By:
                              Name:
                              Title:



                              By:
                              Name:
                              Title:

                              CREDIT LYONNAIS NEW YORK BRANCH



                              By:
                              Name:
                              Title:

                              THE FUJI BANK, LIMITED



                              By:
                              Name:
                              Title:

                              HIBERNIA NATIONAL BANK



                              By:
                              Name:
                              Title:

                              PARIBAS



                              By:
                              Name:
                              Title:



                              By:
                              Name:
                              Title:

                              WHITNEY NATIONAL BANK



                              By:
                              Name:
                              Title:

                              WELLS FARGO BANK NATIONAL
                              ASSOCIATION



                              By:
                              Name:
                              Title:

                              AGENT:

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



                              By:
                                   Rose M. Miller, Vice President

                              SYNDICATION AGENT:

                              ABN AMRO BANK N.V.



                              By:
                              Name:
                              Title:



                              By:
                              Name:
                              Title:

                              DOCUMENTATION AGENT:

                              CREDIT LYONNAIS NEW YORK BRANCH



                              By:
                              Name:
                              Title:



                          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 Pipelines PLUS Nigeria, Ltd.          Nigeria
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
Subtec National Company, LLC                 United Arab Emirates
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  and  333-69949  of   Global
Industries,  Ltd.  on Form S-8 of our report dated  February  12,
1999  appearing  in  this Annual Report on Form  10-K  of  Global
Industries, Ltd. for the nine months ended December 31, 1998.


DELOITTE & TOUCHE LLP

New Orleans, Louisiana
March 26, 1999