GLOBAL MARINE INC. EXECUTIVE DEFERRED COMPENSATION TRUST AGREEMENT FIRST AMENDMENT

                                                     EXHIBIT 10.2


                        GLOBAL MARINE INC.
                        EXECUTIVE DEFERRED
                   COMPENSATION TRUST AGREEMENT

                         FIRST AMENDMENT


          THIS FIRST AMENDMENT TO THE GLOBAL MARINE EXECUTIVE
DEFERRED COMPENSATION TRUST AGREEMENT, which was originally made
and entered into the 23rd day of February, 1996, but effective
January 1, 1995, by and between GLOBAL MARINE CORPORATE SERVICES
INC., a California corporation having its principal offices in
Houston, Texas ("Company"), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association ("Trustee");

          WHEREAS, the Company has established the Global Marine
Executive Deferred Compensation Trust (the "Trust") pursuant to the
Global Marine Executive Deferred Compensation Trust Agreement (the
"Trust Agreement"); and

          WHEREAS, the Company has reserved the right under Section
12 of the Trust Agreement to amend the Trust Agreement by a written
instrument executed by the Trustee and the Company;

          NOW, THEREFORE, the parties do hereby agree that Section
1 (b) of the Trust Agreement shall be amended effective as of
January 1, 1997, to read thereafter as follows:

          "(b)  The Trust shall be irrevocable from and after
          January 1, 1997."

          IN WITNESS WHEREOF, the parties have caused these
presents to be executed by their duly authorized officers this 26th
day of February, 1997.

                         GLOBAL MARINE CORPORATE SERVICES INC.


                         By:    /S/ X. X. XXXXXXXXX
                                Vice President

                         TEXAS COMMERCE BANK NATIONAL
                              ASSOCIATION, Trustee


                         By:    /S/ X. X. XXXXXXXXX
                                Vice President