GLOBAL INDUSTRIES LTD, 424B4, 1997-01-31

GLOBAL INDUSTRIES LTD
424B4, 1997-01-31
OIL & GAS FIELD SERVICES, NEC

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<PAGE> 1
FILED PURSUANT TO RULE 424(b)(4)
REGISTRATION NO. 333-18773

PROSPECTUS [GLOBAL INDUSTRIES LOGO]

7,000,000 SHARES

GLOBAL INDUSTRIES, LTD.

COMMON STOCK
($.01 PAR VALUE)

The shares of Common Stock, $.01 par value per share (the "Common Stock"), of
Global Industries, Ltd. ("Global" or the "Company") being offered hereby (the
"Shares") are being issued and sold by the Company.

The Shares are being sold in two concurrent offerings (the "Offerings"), one
offering initially in the United States and Canada (the "U.S. Offering") through
U.S. underwriters (the "U.S. Underwriters") and one initially outside the United
States and Canada (the "International Offering") through international
underwriters (the "International Underwriters"). The U.S. Underwriters and the
International Underwriters are hereinafter collectively referred to as the
"Underwriters." Of the 7,000,000 Shares being offered, 5,600,000 are being
offered in the U.S. Offering and 1,400,000 are being offered in the
International Offering, subject to transfers between the U.S. Underwriters and
the International Underwriters. See "Underwriting."

The Common Stock is traded on the Nasdaq National Market under the symbol
"GLBL." On January 29, 1997, the last sale price of the Common Stock as reported
by the Nasdaq National Market was $21.125 per share. See "Price Range of Common
Stock."

PROSPECTIVE PURCHASERS OF THE SHARES OF COMMON STOCK SHOULD CAREFULLY CONSIDER
THE MATTERS SET FORTH BEGINNING ON PAGE 7 UNDER THE CAPTION "RISK FACTORS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT COMPANY(1)
<S> <C> <C> <C>
Per Share....................... $21.00 $1.05 $19.95
Total(2)........................ $147,000,000 $7,350,000 $139,650,000
- --------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Before deducting offering expenses payable by the Company estimated at
$300,000.
(2) William J. Dore (the "Selling Shareholder") has granted to the U.S.
Underwriters and the International Underwriters 30-day options to purchase
up to 840,000 and 210,000 additional shares of Common Stock, respectively,
at the Price to Public, less Underwriting Discount, solely to cover
over-allotments, if any. If the Underwriters exercise such option in full,
the total Price to Public, Underwriting Discount, Proceeds to Company and
Proceeds to Selling Shareholder will be $169,050,000, $8,452,500,
$139,650,000, and $20,947,500, respectively. See "Underwriting." The Company
will not receive any proceeds from the sale of any Common Stock by the
Selling Shareholder.

The Common Stock is offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without notice.
It is expected that delivery of the shares of Common Stock will be made at the
office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or
through the facilities of The Depositary Trust Company, on or about February 4,
1997.
SALOMON BROTHERS INC
HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED
RAYMOND JAMES & ASSOCIATES, INC.
SCHRODER WERTHEIM & CO.
The date of this Prospectus is January 29, 1997.
<PAGE> 2

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF
THE COMPANY ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10B-6A UNDER
THE SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."

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<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements, including the notes thereto, appearing
elsewhere in this Prospectus or in the documents incorporated herein by
reference. Unless otherwise indicated, the information in this Prospectus
assumes that the Underwriters' over-allotment options will not be exercised.

THE COMPANY

Global provides construction services, including pipeline construction,
platform installation and removal, construction support and diving services, to
the offshore oil and gas industry in the United States Gulf of Mexico (the "Gulf
of Mexico") and select international markets. Global has a fleet of 47 vessels,
including 16 barges that offer various combinations of pipelay, pipebury and
derrick capabilities, one SWATH (Small Water Plane Area Twin Hull) vessel, 18
liftboats, seven dive support vessels and five other support vessels. The
Company operates the largest fleet of offshore construction vessels in the Gulf
of Mexico.

Global began providing diving services to the offshore oil and gas industry
over 20 years ago and through a combination of selective acquisitions, new
vessel construction and upgrades has significantly expanded its operations.
Prior to becoming a publicly-traded company in February 1993, the Company grew
primarily through three major acquisitions: (i) the acquisition of two barges
from Sea-Con Services, Inc. in 1987; (ii) the acquisition of three deepwater
barges from Santa Fe Offshore Construction Company in 1990; and (iii) the
acquisition of three derrick barges from Teledyne Movible Offshore Inc. in 1992.
Since becoming a public company in 1993, Global has continued to expand by: (i)
installing dynamic positioning and upgrading the Company's reel pipelay barge,
the Chickasaw, enabling it to work in water depths up to 6,000 feet; (ii)
acquiring 16 liftboats from Halliburton Company; (iii) acquiring the Hercules
heavy-lift barge; (iv) reconstructing the derrick barge Cheyenne into a
combination pipelay/bury/derrick barge; (v) acquiring the combination barge
Mohawk; and (vi) acquiring ROV Technologies, Inc., a leading consulting firm
specializing in remote underwater intervention and remotely operated vehicle
("ROV") technology.

Global has continued to expand during fiscal 1997. In July 1996, the
Company acquired Norman Offshore Pipelines, Inc. (the "Norman Offshore
Acquisition"), which included two shallow water pipelay vessels. The Norman
Offshore Acquisition expanded the shallow water capabilities of Global's Coastal
Division, which was formed during fiscal 1996 to focus on the shallow water
pipeline installation market. Construction also was completed on the SWATH
vessel, the Pioneer, in November 1996. This multi-task vessel, which began
operations in the Gulf of Mexico during the third quarter of fiscal 1997, will
support the Chickasaw on deepwater pipelay projects and will offer subsea
completions, saturation diving, abandonment operations, pipeline repairs and
other deepwater services currently beyond the capabilities of conventional dive
support vessels. In addition, Global has begun an upgrade of its heavy-lift
barge, the Hercules. This upgrade, scheduled for completion during the summer of
1997, will include conversion of the vessel to add conventional pipelay
capability and dynamic positioning, which will provide Global with the
capability to install larger diameter pipe in deeper water.

During fiscal 1996, the Company expanded internationally when it began work
offshore in West Africa. The Company has established an office in Lagos, Nigeria
and an operations base in Tema, Ghana and has completed several projects using
the Company's combination barge, the Cheyenne. Activity in West Africa accounted
for approximately 23% and 39% of the Company's contract revenues and operating
income, respectively, in fiscal 1996 and approximately 23% and 21%,
respectively, during the first six months of fiscal 1997.

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<PAGE> 4

Through the combination of these acquisitions, internal growth and
international expansion, the Company has increased its contract revenues from
$46.3 million in fiscal 1992 to $148.4 million in fiscal 1996 while improving
its net income from $4.0 million to $21.0 million over the same period.

Global's business strategy is to:

- Increase its share of the offshore construction market in the Gulf of
Mexico, particularly the deepwater segment, by expanding the use of its
large and diverse fleet, exploiting its proprietary welding and pipelaying
technology, and capitalizing on the strength of its highly trained and
experienced personnel.

- Enhance its profitability by increasing fleet utilization, particularly
through more technologically sophisticated, higher margin projects such as
those available in the deepwater Gulf of Mexico.

- Capitalize on its recent expansion into select international markets in
order to further diversify its earnings and partially offset the
seasonality of its operations in the Gulf of Mexico.

- Strengthen its competitive advantage through the use of state-of-the-art
equipment and a broadened range of services designed to meet changing
customer needs.

RECENT DEVELOPMENTS

On January 27, 1997, the Company reported net income and net income per
average common share for the nine months ended December 31, 1996, of $27.2
million and $0.69 per share, respectively. For the same period in the prior
fiscal year, net income and net income per average common share were $16.6
million and $0.43 per share (adjusted for the two-for-one stock splits in
January and August of 1996), respectively. Contract revenues for the nine months
ended December 31, 1996, totaled $179.5 million compared to $109.6 million for
the same period in the prior fiscal year. Barge days, liftboat and dive support
vessel days, and diver days for the nine months ended December 31, 1996, were
1,393, 4,023 and 12,900, respectively, compared to 951, 3,280 and 8,791,
respectively, in the nine months ended December 31, 1995. The Company's business
in the Gulf of Mexico is highly seasonal and the results of operations for the
nine months ended December 31, 1996, are not necessarily indicative of the
results that can be expected for the entire fiscal year ending March 31, 1997.
See "Risk Factors -- Seasonality" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

On December 23, 1996, Global acquired from a subsidiary of J. Ray
McDermott, S.A. a 49% ownership interest in CCC Fabricaciones y Construcciones,
S.A. de C.V. ("CCC"), a leading provider of offshore construction services in
Mexico, as well as the DB-21, a 400-foot combination pipelay derrick barge, a
crawler crane, a saturation diving system and approximately 21 acres of land
located adjacent to Global's facility in New Iberia, Louisiana (the "CCC
Acquisition"). Global also acquired from a subsidiary of J. Ray McDermott, S.A.
an option to purchase for $12.0 million the DB-15, a 400-foot combination
pipelay derrick barge currently chartered to CCC. The remaining 51% interest in
CCC has been retained by a group of affiliated privately-held Mexican companies
that have participated in CCC since its formation. The total purchase price for
the CCC Acquisition (including the exercise price of the option to purchase the
DB-15) was $38.0 million. In addition, Global (i) has loaned $23.0 million to
CCC to repay $15.0 million of existing indebtedness and for working capital
needs and (ii) has provided performance guarantees supporting approximately
$50.0 million of CCC's existing indebtedness primarily relating to existing
construction projects in progress. Funding for the transaction was provided by
working capital and borrowings. The Company's investment in CCC will be
accounted for under the equity method. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

utilize some of its existing assets and services in Mexico. The Company's
acquisition of the DB-21, located in West Africa, increases Global's
construction capabilities in that region.

On December 11, 1996, Global acquired substantially all of the assets of
Divcon International Pty Ltd. and certain affiliated companies (together,
"Divcon"), a diving and ROV services company headquartered in Perth, Australia
with operations in Australia, Malaysia, Indonesia, Singapore, Brunei and other
areas of Southeast Asia (the "Divcon Acquisition"). The assets acquired include
three saturation diving systems, a 110-foot utility dive support vessel and
other assets related to Divcon's businesses. Global expects to use the Divcon
Acquisition as a base to expand operations into Southeast Asia and ultimately
enter the marine construction segment of that market. The Divcon Acquisition was
not significant from a financial reporting standpoint.

THE OFFERINGS

Common Stock offered:
U.S. Offering......................... 5,600,000 shares
International Offering................ 1,400,000 shares
Total.............................. 7,000,000 shares

Common Stock to be outstanding after the
Offerings(1).......................... 45,166,003 shares

Use of proceeds......................... The Company intends to use the net
proceeds from the Offerings to
repay the outstanding balance under
its revolving credit facility, to
fund a portion of the purchase
price of the CCC Acquisition, to
fund planned capital expenditures
and for other general corporate
purposes. At January 6, 1997, the
outstanding balance under the
revolving credit facility was $45.0
million, which was incurred
primarily to fund a portion of the
purchase price of the CCC
Acquisition and the loans to CCC.
The Company intends to use the
remaining net proceeds (i) to fund
completion of the upgrade of the
Hercules ($30.0 million), (ii) to
fund the exercise price of the
option to purchase the DB-15 ($12.0
million), (iii) to repay a
promissory note issued as part of
the purchase price of the CCC
Acquisition ($3.2 million), (iv) to
fund other planned capital
expenditures ($25.0 million), and
(v) for general corporate purposes,
including working capital. See "Use
of Proceeds."

Nasdaq National Market symbol........... GLBL
- ---------------

(1) Based upon the number of shares of Common Stock outstanding on December 31,
1996. Does not include 2,190,478 shares issuable upon exercise of
outstanding employee stock options.

RISK FACTORS

In addition to the other information in this Prospectus, prospective
purchasers of the Common Stock should carefully consider the matters set forth
under "Risk Factors." Prospective purchasers of Common Stock who are not United
States citizens should consider particularly the risk factor entitled
"Limitation on Foreign Ownership."
5
<PAGE> 6

- --------------------------------------------------------------------------------

SUMMARY CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, YEAR ENDED MARCH 31,
------------------------------ -------------------------------
PRO PRO
FORMA FORMA
1996(1) 1996(2) 1995 1996(1) 1996 1995
--------- -------- ------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Contract revenues..................... $ 122,763 $122,763 $77,157 $ 148,376 $148,376 $122,704
Gross profit.......................... 34,137 34,137 24,263 41,015 41,015 38,072
Equity in net earnings (loss) of
unconsolidated affiliate.............. (1,245) (5,800)
Operating income...................... 26,328 27,573 18,462 22,982 28,782 28,523
Income before income taxes
and cumulative effect of
accounting change..................... 25,966 27,326 19,569 24,098 30,128 30,723
Net income............................ 17,835 19,160 12,328 15,033 20,993 19,355
Net income per share(6)............... $.45 $.49 $.32 $.39 $.54 $.53
Weighted average common
shares outstanding(6)................. 39,476 39,476 38,348 38,534 38,534 35,935
OTHER FINANCIAL DATA:
EBITDA(7)............................. $ 36,012 $25,186 $ 41,720 $ 38,714
Depreciation and amortization......... 8,233 5,530 11,422 7,808
Net cash provided by (used
in) operations........................ 29,834 (950) 23,951 32,955
Capital expenditures(8)............... 35,479 20,553 69,282 34,355
OPERATING DATA:
Number of barges (at end
of period)(9)......................... 14 10 12 10
Barge days(10)........................ 907 614 1,150 1,178
Diver days(10)........................ 8,490 5,419 10,982 11,840
Liftboat and dive support
vessel days(10)....................... 2,672 1,905 4,076 1,448

YEAR ENDED MARCH 31,
---------------------------

1994(3) 1993(4) 1992(5)
------- ------- -------
<S> <C> <C> <C>

Contract revenues..................... $80,646 $66,018 $46,302
Gross profit.......................... 24,227 23,829 13,858
Equity in net earnings (loss) of
unconsolidated affiliate.............. 15,893 17,054 7,494
Operating income......................
Income before income taxes
and cumulative effect of
accounting change..................... 16,404 15,063 6,283
Net income............................ 10,735 9,643 4,023
Net income per share(6)............... $.34 $.39 $.17
Weighted average common
shares outstanding(6)................. 31,166 24,459 23,477
OTHER FINANCIAL DATA:
EBITDA(7)............................. $21,566 $20,413 $10,649
Depreciation and amortization......... 4,951 3,761 2,965
Net cash provided by (used
in) operations........................ 22,225 11,346 10,135
Capital expenditures(8)............... 18,583 15,948 1,497
OPERATING DATA:
Number of barges (at end
of period)(9)......................... 10 10 7
Barge days(10)........................ 1,120 983 643
Diver days(10)........................ 9,869 7,587 7,768
Liftboat and dive support
vessel days(10)....................... 693 353 287

</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-----------------------------
HISTORICAL AS ADJUSTED(11)
---------- ---------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $ 50,240 $122,390
Net property and equipment.................................. 158,228 184,228
Total assets................................................ 274,887 401,237
Long-term debt, less current maturities..................... 54,962 41,962
Shareholders' equity........................................ 155,805 295,155
</TABLE>

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(1) The pro forma income statement data gives effect to the Company's
acquisition of a 49% ownership interest in CCC as if such acquisition had
occurred on April 1, 1995. The pro forma income statement data does not
purport to be indicative of the Company's results of operations had the
acquisition been completed on the date assumed, nor do they purport to
project the Company's results of operations for any future period. See "Use
of Proceeds" and the Pro Forma Consolidated Financial Statements and Notes
thereto included elsewhere herein.

(2) The results for the six-month period ended September 30, 1996, are not
necessarily indicative of the results that may be expected for the entire
fiscal year.

(3) Includes the benefit of adopting SFAS No. 109, Accounting for Income Taxes,
effective April 1, 1993, which increased net income for fiscal 1994 by
$400,000 ($.01 per share). See Note 4 of the Notes to Consolidated
Financial Statements.

(4) On June 2, 1992, the Company completed the acquisition of the offshore
construction assets of Teledyne Movible Offshore, including three derrick
barges. The results of operations of these assets are included from the
date of acquisition.

(5) Effective for fiscal 1992, the Company changed its method of depreciating
certain marine barges. The cumulative effect of this accounting change for
fiscal years prior to 1992 is not material. The change increased net income
for fiscal 1992 by $552,000 ($.02 per share).

(6) Net income per share and weighted average common shares outstanding have
been adjusted for all periods to give effect to the two-for-one stock
splits effected in the form of a 100% stock dividend on August 28, 1996 and
January 24, 1996.

(7) EBITDA (earnings before interest expense, income taxes, depreciation and
amortization and cumulative effect of accounting change) is frequently used
by securities analysts and is presented here to provide additional
information about the Company's operations. EBITDA should not be considered
as an alternative to net income as an indicator of the Company's operating
performance or as an alternative to cash flows as a measure of liquidity.

(8) Capital expenditures represent additions to property, plant and equipment
and additions to deferred charges, primarily dry-docking expenditures.

(9) Includes pipelay, derrick and combination barges owned by the Company, but
does not include support vessels or liftboats.

(10) Days offshore performing services, in transit or waiting on inclement
weather, while under contract.

(11) Adjusted to give effect to (i) the CCC and Divcon Acquisitions, (ii) the
incurrence of indebtedness after September 30, 1996, and (iii) the issuance
and sale of the Shares and the application of the net proceeds therefrom.
See "Use of Proceeds" and "Capitalization."

- --------------------------------------------------------------------------------

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RISK FACTORS

Prospective purchasers of Common Stock should carefully consider the
considerations set forth below, as well as the other information contained in
this Prospectus.

FORWARD-LOOKING INFORMATION

The statements included in this Prospectus regarding future financial
performance and results and the other statements that are not historical facts
are "forward-looking statements" as such term is defined in Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"). The words "expect,"
"believe," "anticipate," "project," "estimate," "predict" and similar
expressions are also intended to identify forward-looking statements. Such
statements involve risks, uncertainties and assumptions, including, but not
limited to, industry conditions, prices of crude oil and natural gas, foreign
exchange and currency fluctuations and other factors discussed in this
Prospectus (including specifically those described below). Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.

DEPENDENCE ON ACTIVITY IN THE OIL AND GAS INDUSTRY

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

OPERATING RISKS

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

INTERNATIONAL OPERATIONS

International operations accounted for approximately 23% and 39% of the
Company's contract revenues and operating income, respectively, during fiscal
1996 and approximately 23% and 21%, respectively, during the first six months of
fiscal 1997. With the CCC and Divcon Acquisitions and the possible relocation of
certain vessels to international markets, the percentage of the Company's
contract revenues and operating income that is derived from international
operations may increase. The Company's international operations are subject to a
number of risks inherent in any business operating in foreign countries,
including political, social and economic instability, potential vessel seizure,
nationalization of assets, currency restrictions and exchange rate fluctuations,
nullification, modification or renegotiation of contracts, import-export quotas
and other forms of public and governmental regulation, all of

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<PAGE> 8

which are beyond the control of the Company. Historically, the Company's
operations have not been affected materially by such conditions or events, but
as the Company's international operations expand, the exposure to these risks
will also increase. Additionally, the ability of the Company to compete in
international markets may be adversely affected by foreign governmental
regulations that favor or require the awarding of contracts to local
contractors, or by regulations requiring foreign contractors to employ citizens
of, or purchase supplies from, a particular jurisdiction. Furthermore, the
Company's foreign subsidiaries may face governmentally imposed restrictions from
time to time on their ability to transfer funds to the Company. No predictions
can be made as to what foreign governmental regulations applicable to the
Company's operations may be enacted in the future. Although it is impossible to
predict the nature and the likelihood of any events of these types, if such an
event should occur, it could have a material adverse effect on the Company's
financial condition and results of operations.

DEPENDENCE ON SIGNIFICANT CUSTOMERS AND VESSELS

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

RISKS OF ACQUISITION STRATEGY

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

PIONEER LITIGATION; VESSEL CONSTRUCTION

On December 14, 1995, Aker Gulf Marine filed suit against Global in the
U.S. District Court, Western District of Louisiana, Lafayette Division, seeking
$8.2 million in additional costs believed by it to be owed because of change
orders during construction of the Pioneer, and $5.0 million for disruption,
acceleration, and delay damages. Global does not believe that Aker Gulf Marine's
claims are valid and intends to vigorously defend against them and recover all
amounts that it is legally entitled to recover. Global does not believe that the
ultimate resolution of the claims will have a material adverse impact on
Global's financial statements but the suit did result in delays in completion of
the vessel and increased expenditures for completion of the vessel. Under an
agreement reached with Aker Gulf Marine, Global has been given clear title to
the Pioneer in exchange for a cash payment of $3.2 million and the posting of a
$4.5 million bond in favor of Aker Gulf Marine. Such amounts and the release of
the vessel are without prejudice to each company's rights to pursue claims
against the other in the pending litigation or otherwise. See
"Business -- Insurance and Litigation." Delays in completion of vessels are not
uncom-

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<PAGE> 9

mon and vessel construction involves various other risks including increases in
costs due to unforeseen circumstances or changes in governmental regulations and
contract disputes with the contractor. To the extent that the Company's strategy
relies upon the construction of new vessels and significant modifications of
existing vessels, implementation of that strategy will be subject to such risks.

SEASONALITY

Although the Company continues to expand its international operations, 77%
of the Company's contract revenues in fiscal 1996 and the first six months of
fiscal 1997 were derived from work performed in the Gulf of Mexico. The offshore
construction industry in the Gulf of Mexico is highly seasonal as a result of
weather conditions and the timing of capital expenditures by oil and gas
companies. Historically, a substantial portion of the Company's services has
been performed during the period from June through November. As a result, a
disproportionate amount of the Company's contract revenue, gross profit and net
income has historically been earned during the second (July through September)
and third (October through December) quarters of its fiscal year. Because of
seasonality, full year results are not likely to be a direct multiple of any
particular quarter or combination of quarters. For example, weighted average
contract revenues earned, gross profit and net income contributed during the
second and third quarters of each of the past three fiscal years were 60%, 69%
and 72%, respectively. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

CONTRACT BIDDING RISKS

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

PERCENTAGE-OF-COMPLETION ACCOUNTING

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

DEPENDENCE ON KEY PERSONNEL

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

SUBSTANTIAL CONTROL BY PRINCIPAL SHAREHOLDER

After this offering, William J. Dore, Chairman of the Board, President and
Chief Executive Officer, will beneficially own approximately 34% of the
outstanding Common Stock (32% if the Underwriters' over-allotment options are
exercised in full). As a result, Mr. Dore will be able to exercise substantial
influence on the outcome of certain matters requiring a shareholder vote,
including the election of directors. This

9
<PAGE> 10

may have the effect of delaying, deferring or preventing a change in control of
the Company. See "Principal Shareholders."

COMPETITION

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

REGULATORY AND ENVIRONMENTAL MATTERS

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

LIMITATION ON FOREIGN OWNERSHIP

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

10
<PAGE> 11

THE COMPANY

Global provides construction services, including pipeline construction,
platform installation and removal, construction support and diving services, to
the offshore oil and gas industry in the Gulf of Mexico and select international
markets. The Company was organized under the laws of Louisiana in May 1990. The
business and operations of the Company are conducted primarily through its
subsidiaries and unless the context herein indicates otherwise, all references
to the "Company" or "Global" refer to Global Industries, Ltd. and its
consolidated subsidiaries. The principal executive offices of the Company are
located at 107 Global Circle, Lafayette, Louisiana 70503, and its telephone
number at such office is (318) 989-0000.

USE OF PROCEEDS

The proceeds to be received by the Company from the Offerings, after
deducting underwriting discounts, commissions and estimated expenses, are
estimated to be approximately $139.3 million.

The Company intends to use the net proceeds from the Offerings to repay the
outstanding balance under its revolving credit facility with a commercial bank
(the "Credit Facility"), to fund a portion of the purchase price of the CCC
Acquisition, to fund planned capital expenditures and for other general
corporate purposes. At January 6, 1997, the outstanding balance under the Credit
Facility was $45.0 million, which was incurred primarily to fund a portion of
the purchase price of the CCC Acquisition and the loans to CCC. Borrowings under
the Credit Facility bear interest at LIBOR plus 1.25% (6.78% at December 31,
1996) and mature on January 1, 1998. The Company intends to use $70.2 million of
net proceeds (i) to fund completion of the upgrade of the Hercules ($30.0
million), (ii) to pay the exercise price of the option to purchase the DB-15
($12.0 million), (iii) to repay a promissory note issued as part of the purchase
price of the CCC Acquisition ($3.2 million), and (iv) to fund other planned
capital expenditures ($25.0 million). The remaining net proceeds will be used
for general corporate purposes, including working capital. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Business -- Marine Vessels
and Equipment."

Until the net proceeds of the Offerings are utilized for the purposes
described above, they will be invested in interest bearing bank accounts, U.S.
government securities, other investment grade debt securities and short-term
investments.

In the event the Underwriters' over-allotment options are exercised, the
Company will not receive any of the proceeds from the sale of shares of Common
Stock by the Selling Shareholder. See "Principal Shareholders."

11
<PAGE> 12

CAPITALIZATION

The following table sets forth the cash position, short-term debt and
capitalization of the Company as of September 30, 1996, and as adjusted to give
effect to (i) the CCC and Divcon Acquisitions, (ii) the incurrence of
indebtedness after September 30, 1996, and (iii) the issuance and sale by the
Company of the 7,000,000 Shares offered hereby and the application of the net
proceeds thereof as described above under "Use of Proceeds." This table should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements and notes
thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-------------------------
AS
HISTORICAL ADJUSTED(1)
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
Cash and escrowed funds..................................... $ 47,829 $119,979
======== ========
Current maturities of long-term debt........................ $ 2,260 $ 2,260
======== ========
Long-term debt, less current maturities..................... $ 54,962 $ 41,962
-------- --------
Shareholders' equity:
Preferred Stock, $.01 par value per share, 30,000,000
shares authorized, none issued......................... -- --
Common Stock, $.01 par value per share, 150,000,000 shares
authorized; 38,123,528 shares issued and outstanding;
45,123,528 shares issued and outstanding, as
adjusted............................................... 381 451
Additional paid-in capital................................ 59,754 199,034
Retained earnings......................................... 95,670 95,670
-------- --------
Total shareholders' equity........................ 155,805 295,155
-------- --------
Total capitalization........................................ $210,767 $337,117
======== ========
</TABLE>

- ---------------

(1) Debt outstanding as adjusted reflects repayment of $48.2 million in
borrowings used to finance a portion of the purchase price of the CCC
Acquisition and fund loans to CCC as well as repayment of the $13.0 million
outstanding balance under the Credit Facility at September 30, 1996.

12
<PAGE> 13

PRICE RANGE OF COMMON STOCK

The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "GLBL." The following table sets forth, for the periods
indicated, the high and low sales prices per share of the Common Stock as
reported by the Nasdaq National Market (adjusted to give retroactive effect for
the two-for-one stock split effected August 28, 1996 and the two-for-one stock
split effected January 24, 1996.)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED MARCH 31, HIGH LOW
--------------------------- ------- -------
<S> <C> <C>
1995
First quarter............................................. $ 5.188 $ 4.375
Second quarter............................................ 5.188 4.563
Third quarter............................................. 6.438 5.000
Fourth quarter............................................ 6.250 5.000
1996
First quarter............................................. 6.625 5.375
Second quarter............................................ 6.813 4.813
Third quarter............................................. 7.688 5.625
Fourth quarter............................................ 10.875 6.875
1997
First quarter............................................. 17.000 10.500
Second quarter............................................ 18.250 12.250
Third quarter............................................. 20.250 15.500
Fourth quarter (through January 29)....................... 24.750 18.500
</TABLE>

On January 29, 1997, the last sale price of the Common Stock as reported by
the Nasdaq National Market was $21.125 per share.

DIVIDEND POLICY

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."

13
<PAGE> 14

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data as of and for each of the five
years in the period ended March 31, 1996, is derived from the consolidated
financial statements of the Company, which have been audited by the Company's
independent auditors. The selected consolidated financial data as of and for the
six-month periods ended September 30, 1996 and 1995 is derived from the
unaudited consolidated financial statements of the Company that in the opinion
of Global's management reflect all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of its financial
condition and results of operations as of such dates and for such periods. The
results for the six-month period ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the entire fiscal 1997. The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements and notes thereto included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30, YEAR ENDED MARCH 31,
-------------------- --------------------------------------------------------
1996 1995 1996 1995 1994 1993(1) 1992(2)
-------- -------- -------- -------- ------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Contract revenues................. $122,763 $ 77,157 $148,376 $122,704 $80,646 $66,018 $46,302
Cost of contract revenues......... 88,626 52,894 107,361 84,632 56,419 42,189 32,444
-------- -------- -------- -------- ------- ------- -------
Gross profit...................... 34,137 24,263 41,015 38,072 24,227 23,829 13,858
Selling, general and
administrative expenses......... 6,564 5,801 12,233 9,549 8,334 6,775 6,364
-------- -------- -------- -------- ------- ------- -------
Operating income.................. 27,573 18,462 28,782 28,523 15,893 17,054 7,494
-------- -------- -------- -------- ------- ------- -------
Other income (expense):
Interest expense................ (453) (87) (170) (183) (211) (1,589) (1,401)
Other........................... 206 1,194 1,516 2,383 722 (402) 190
-------- -------- -------- -------- ------- ------- -------
(247) 1,107 1,346 2,200 511 (1,991) (1,211)
-------- -------- -------- -------- ------- ------- -------
Income before income taxes and
cumulative effect of accounting
change.......................... 27,326 19,569 30,128 30,723 16,404 15,063 6,283
Provision for income taxes........ 8,166 7,241 9,135 11,368 6,069 5,420 2,260
-------- -------- -------- -------- ------- ------- -------
Income before cumulative effect of
accounting change............... 19,160 12,328 20,993 19,355 10,335 9,643 4,023
Cumulative effect of accounting
change for income taxes(3)...... -- -- -- -- 400 -- --
-------- -------- -------- -------- ------- ------- -------
Net income........................ $ 19,160 $ 12,328 $ 20,993 $ 19,355 $10,735 $ 9,643 $ 4,023
========= ========= ========= ========= ======== ======== ========
Net income per share(3)(4)........ $.49 $.32 $.54 $.53 $.34 $.39 $.17
========= ========= ========= ========= ======== ======== ========
Weighted average common shares
outstanding(4).................. 39,476 38,348 38,534 35,935 31,166 24,459 23,477
BALANCE SHEET DATA (AT END OF
PERIOD):
Working capital................... $ 50,240 $ 59,973 $ 34,264 $ 54,557 $23,160 $24,372 $ 8,346
Net property and equipment........ 158,228 87,816 126,295 72,605 45,788 32,622 20,046
Total assets...................... 274,887 185,702 202,526 160,228 80,392 62,802 36,164
Current maturities of long-term
debt............................ 2,260 630 1,048 630 212 212 2,695
Long-term debt, less current
maturities...................... 54,962 22,086 21,144 22,192 1,970 2,182 10,142
Shareholders' equity.............. 155,805 126,697 135,694 114,061 63,618 52,353 18,147
</TABLE>

- ---------------

(1) On June 2, 1992, the Company completed the acquisition of the offshore
construction assets of the Teledyne Movible Offshore, including three
derrick barges. The results of operations of these assets are included from
the date of acquisition.

(2) Effective for fiscal 1992, the Company changed its method of depreciating
certain marine barges. The cumulative effect of this accounting change for
fiscal years prior to 1992 is not material. The change increased net income
for fiscal 1992 by $552,000 ($.02 per share).

(3) Effective April 1, 1993, the Company adopted SFAS No. 109, Accounting for
Income Taxes, resulting in an increase in net income of $.01 per share. See
Note 4 of Notes to Consolidated Financial Statements.

(4) Net income per share and weighted average common shares outstanding have
been adjusted for all periods to give effect to the two-for-one stock splits
effected in the form of a 100% stock dividend on August 28, 1996 and January
24, 1996.

14
<PAGE> 15

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's financial condition, results of
operations, liquidity and capital resources should be read in conjunction with
the financial statements and the notes thereto included elsewhere in this
Prospectus and in the documents incorporated herein by reference.

Although the Company has been expanding its international operations, 77%
of the Company's contract revenues in fiscal 1996 and the first six months of
fiscal 1997 were derived from work performed in the Gulf of Mexico. The offshore
marine construction industry in the Gulf of Mexico is highly seasonal as a
result of weather conditions and the timing of capital expenditures by oil and
gas companies. Historically, a substantial portion of the Company's services has
been performed during the period from June through November. As a result, a
disproportionate portion of the Company's contract revenues, gross profit and
net income generally is earned during the second (July through September) and
third (October through December) quarters of its fiscal year. Because of
seasonality, full year results are not likely to be a direct multiple of any
particular quarter or combination of quarters. The following table documents the
seasonal nature of the Company's operations by presenting the percentage of
annual contract revenues, gross profit and net income contributed during each
fiscal quarter for the past three fiscal years and the three year weighted
average for such periods.

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
-------- ------------- ------------ ---------
<S> <C> <C> <C> <C>
CONTRACT REVENUES:
Fiscal 1996............................. 21% 31% 22% 26%
Fiscal 1995............................. 24 35 30 11
Fiscal 1994............................. 19 37 27 17
Three year weighted average............. 22 34 26 18
GROSS PROFIT:
Fiscal 1996............................. 21% 38% 23% 18%
Fiscal 1995............................. 24 44 30 2
Fiscal 1994............................. 11 42 34 13
Three year weighted average............. 20 41 28 11
NET INCOME:
Fiscal 1996............................. 20% 39% 20% 21%
Fiscal 1995............................. 22 46 31 1
Fiscal 1994............................. 10 48 36 6
Three year weighted average............. 18 44 28 10
</TABLE>

The Company expanded its operations offshore West Africa during the first
half of fiscal 1996. Strong demand for the Company's offshore construction
services in this market during the fourth quarter of fiscal 1996 resulted in the
fourth quarter of fiscal 1996 making a significantly greater contribution to
fiscal 1996's contract revenues, gross profit and net income than historically,
which had a significant impact on the three year weighted averages shown above.

15
<PAGE> 16

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
SIX MONTHS
ENDED
SEPTEMBER 30, FISCAL
--------------- -------------------------
1996 1995 1996 1995 1994
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Contract revenues............................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of contract revenues....................... (72.2) (68.6) (72.4) (69.0) (70.0)
Gross profit.................................... 27.8 31.4 27.6 31.0 30.0
Selling, general and administrative expenses.... (5.3) (7.5) (8.2) (7.8) (10.3)
Interest expense................................ (0.4) (0.1) (0.1) (0.1) (0.3)
Other income (expense).......................... 0.2 1.6 1.0 1.9 0.9
Income before income taxes...................... 22.3 25.4 20.3 25.0 20.3
Provision for income taxes...................... (6.7) (9.4) (6.2) (9.3) (7.5)
Accounting change benefit....................... -- -- -- -- 0.5
Net income...................................... 15.6 16.0 14.1 15.7 13.3
</TABLE>

The Company's results of operations reflect the level of offshore
construction activity in the Gulf of Mexico for all periods and in the West
Africa market during fiscal 1996 and the first six months of fiscal 1997, and
the Company's ability to win jobs through competitive bidding and manage those
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 in
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.

During the summer and fall of 1993, natural gas prices firmed and began to
improve, a trend that continued into late 1994. This improved business condition
stimulated the oil and gas industry to place additional oil and gas reserves in
production, thereby increasing the Gulf of Mexico offshore construction activity
level during fiscal 1994, which was sustained through fiscal 1995. While natural
gas prices weakened during the 1994-95 winter season, largely due to milder than
normal weather, a major portion of the price decline had been recovered by May
1995 and prices have continued to improve through the end of 1996.

In August 1992, Hurricane Andrew passed through the Gulf of Mexico and
caused significant damage to many of the offshore structures and pipelines in
its path. The Company actively participated in the repair, reconstruction and
inspection work resulting from Hurricane Andrew. While most of this work was
performed during the months of September, October and November 1992, some
projects carried over into the spring of 1993. Offshore construction activity
was interrupted by the threat of hurricanes during the 1993 construction season
in the Gulf of Mexico, although little or no damage resulted. There were no
interruptions attributable to hurricanes during the 1994 construction season in
the Gulf of Mexico. While there were numerous interruptions because of
hurricanes during the 1995 construction season in the Gulf of Mexico, offshore
structures and pipelines experienced only modest damage. Through December 31,
1996, there has been no significant impact to offshore structures and pipelines
from hurricanes in the Gulf of Mexico during fiscal 1997.

First Six Months of Fiscal 1997 Compared to First Six Months of Fiscal 1996

Contract Revenues. Contract revenues for the first six months of fiscal
1997 of $122.8 million were 59% higher than the $77.2 million reported for the
same period a year earlier. The increase in revenue for the six months largely
resulted from revenues generated by a full six months of international
operations, strong domestic derrick activity, in part due to the availability of
the Hercules acquired in late November 1995, improved utilization and dayrates
on dive support vessels and liftboats, and the July 1, 1996 Norman Offshore
Acquisition, partially offset by lower revenues contributed by the Company's
Gulf

16
<PAGE> 17

of Mexico pipelay barge fleet. Barge days employed improved to 907, compared to
the 614 days employed in the same period last year. This increase was largely
due to the increased number of barge days of the Coastal Division resulting from
the Norman Offshore Acquisition on July 1, 1996. Liftboat and dive support
vessel days employed of 2,672 were significantly higher than the 1,905 days
worked during the same period last year. Diver days employed totaled 8,490 for
the six months of fiscal 1996, up from 5,419 a year earlier.

Depreciation and Amortization. Depreciation and amortization, including
amortization of drydocking costs, for the first six months of fiscal 1997 was
$8.1 million compared with $5.3 million for the same period in fiscal 1996. The
increase was principally attributable to depreciation on the Cheyenne and the
Hercules (both of which are depreciated on a units-of-production basis) and
higher dry-dock amortization amounts. The Cheyenne first worked in West Africa
in August 1995, and the Hercules was acquired in late November 1995.

Gross Profit. For the first six months of fiscal 1997, the Company had
gross profit (the excess of contract revenues over the cost of contract
revenues, which includes depreciation and amortization charges) of $34.1 million
compared with $24.3 million for the first six months of fiscal 1996. Gross
profit as a percent of revenues for the current six-month period was 27.8%, 3.6%
below the gross profit percentage earned during the first six months of fiscal
1996 of 31.4%. The decline in the gross profit margin for the six months was
primarily due to the lower pipeline installation revenues, lower margins on the
Coastal Division's revenues as compared to margins on revenues from the
Company's larger and deeper water barges, and the fact that a significant
portion of international revenues were from fabrication and procurement which
provide lower margins. Gross profit for the current period was further reduced
by the effect of a $1.3 million accrual for retirement and incentive
compensation expense, as compared to a $0.7 million provision in the same period
last year.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the first six months of fiscal 1997 totaled $6.6
million compared with $5.8 million for the same period a year earlier. This
increase was principally due to a provision for retirement and incentive
compensation plan expense of $1.9 million recorded for the current six-month
period compared with $1.0 million for the same period in the prior fiscal year.
Of the provisions, $0.6 million in the current six-month period and $0.3 million
for the prior period were included in the selling, general, and administrative
expenses and $1.3 million and $0.7 million, respectively, were included in cost
of contract revenues.

Other Income (Expense). Interest expense, net of $1.0 million of
capitalized interest cost, was $0.5 million in the current six-month period
compared to $0.1 million in the same period a year earlier. Other income in the
current six-month period of $0.2 million was lower than the $1.2 million
reported a year earlier largely because the Company had less funds available for
investment.

Net Income. Net income for the first six months of fiscal 1997 was $19.2
million, up 55% from $12.3 million in the same period a year earlier, while net
income per share of $0.49 for the first six months of fiscal 1997 increased 53%
from $0.32 for the same period a year earlier as average shares outstanding
increased 2.9%. The Company's effective income tax rate for the current period
was 30%, compared to 37% for the same period a year earlier, reflecting the
benefit of a lower effective tax rate for the Company's international
operations.

Fiscal 1996 Compared to Fiscal 1995

Contract Revenues. Contract revenues for fiscal 1996 of $148.4 million were
20.9% higher than fiscal 1995 revenues of $122.7 million, as revenues
contributed by the expansion of the Company's offshore construction services
into West Africa, a full year of operations of the liftboats and turnkey
projects more than offset the decline in revenues from Gulf of Mexico pipeline
construction activity. Early in fiscal 1996, the Company converted the DB-2
derrick barge into a combination pipelay/derrick barge, now named the Cheyenne,
and entered the offshore West Africa construction market. This commitment
produced positive results as 146 (or 12.7%) of the 1,150 total barge days worked
in fiscal 1996 were offshore West Africa. In the Gulf of Mexico, pipeline
construction activity declined from the prior year and

17
<PAGE> 18

competition intensified as additional barges relocated to and competed in this
market. As a result, barge days employed in the Gulf of Mexico market declined
14.8%, from 1,178 days in fiscal 1995 to 1,004 days in fiscal 1996. Liftboat and
dive support vessel days in fiscal 1996 of 4,076 days were significantly higher
than the 1,448 days in fiscal 1995, as a result of the inclusion of a full year
of operation of the sixteen liftboats acquired effective December 31, 1994.
Diver days declined 7.2%, from 11,840 days in fiscal 1995 to 10,982 days in
fiscal 1996.

Depreciation and Amortization. Depreciation and amortization, including
amortization of drydocking costs, for fiscal 1996 was $11.1 million compared to
the $7.4 million in fiscal 1995. The increase of 50.0% was principally the
result of increased depreciation attributable to capital expenditures to acquire
the sixteen liftboats, conversion of the DB-2 into the combination barge
Cheyenne, and increased use of the upgraded Chickasaw in the dynamic positioning
mode of operation and the converted Sea Lion (previously called Global Diver
210). This increase was partially offset by fewer barge days employed in the
Gulf of Mexico.

Gross Profit. Gross profit for fiscal 1996 of $41.0 million was 7.6% higher
than the $38.1 million reported for fiscal 1995. Expressed as a percentage of
contract revenues, gross profit in fiscal 1996 of 27.6% was lower than the 31.0%
reported in fiscal 1995, largely because of the competitive Gulf of Mexico
offshore construction market and the cost burden of building the operating
infrastructure to support additions to the operating fleet (the heavy lift barge
Hercules in late November 1995, and the combination barge Mohawk and the Pioneer
in the second quarter of fiscal 1997).

Selling, General and Administrative Expenses. While selling, general and
administrative expenses for fiscal 1996 of $12.2 million were 28.4% higher than
the $9.5 million reported in fiscal 1995, as a percentage of contract revenues
such expenses increased only to 8.2% from 7.8%. Most of this increase was
attributable to staff additions made to support expanding international
operations and scheduled equipment additions to the operating fleet. Fiscal 1996
operating results included a $3.6 million provision relating to the Company's
incentive compensation and employee retirement plan compared with a provision in
fiscal 1995 of $3.8 million. Of the fiscal 1996 provision, $2.5 million was
charged to cost of contract revenues and $1.1 million was included in selling,
general and administrative expenses. The fiscal 1995 provision was charged $2.7
million to cost of contract revenues and $1.1 million to selling, general and
administrative expenses.

Other Income (Expense). Interest expense was $0.2 million in both fiscal
1996 and 1995. Other income in fiscal 1996 of $1.5 million was lower than the
$2.4 million reported in fiscal 1995 because heavy capital expenditures in
fiscal 1996 reduced the surplus funds available for short-term investments, and
the prior year included an $0.8 million gain from the sale of non-essential land
and buildings at the Port of Iberia, New Iberia, Louisiana.

Net Income. Net income for fiscal 1996 of $21.0 million was 8.2% higher
than the $19.4 million recorded for fiscal 1995, while net income per share of
$.54 in fiscal 1996 increased 1.9% from fiscal 1995 net income per share of $.53
as average shares outstanding increased 7.2%. The Company's effective tax rate
declined from 37.0% in fiscal 1995 to 30.3% in fiscal 1996 as international
earnings were burdened with a lower tax rate than that experienced by the rest
of the Company's operations.

Fiscal 1995 Compared to Fiscal 1994

Contract Revenues. Contract revenues for fiscal 1995 of $122.7 million were
52.2% higher than fiscal 1994 revenues of $80.6 million, principally due to an
acceleration in both the pace and complexity of Gulf of Mexico construction
activity. While barge days worked rose only 5.2% to 1,178 days in fiscal 1995,
there was a shift in barge days employed toward the larger barges which are
capable of handling more complex jobs. The Company was successful in recovering
the higher costs, including outside service costs, associated with the more
complex jobs. Diver days employed in fiscal 1995 of 11,840 days were 20.0%
higher than the 9,869 captured in fiscal 1994.

18
<PAGE> 19

Depreciation and Amortization. Depreciation and amortization expenses,
including amortization of drydocking costs, were $7.4 million in fiscal 1995
compared to $4.4 million in fiscal 1994, reflecting a 68.2% increase. This
increase was largely attributable to increased utilization of the Company's
larger barges and the Company's capital expenditure program in fiscal 1994.

Gross Profit. Gross profit for fiscal 1995 of $38.1 million was 57.1%
higher than the $24.2 million reported for fiscal 1994. Expressed as a
percentage of contract revenues, gross profit was 31.0% in fiscal 1995 compared
to 30.0% in fiscal 1994.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for fiscal 1995 of $9.5 million were 14.6% higher than
in fiscal 1994. Most of this increase was attributable to servicing the higher
level of business activity including staff hires and the cost of outside support
services. Late in fiscal 1995, the Company accelerated the hiring of staff to
support future operations including emphasis on international operations. Fiscal
1995 includes a $3.8 million provision relating to the Company's incentive
compensation and employee retirement plan. Of this provision $2.7 million was
charged to cost of contract revenues and $1.1 million included in selling,
general and administrative expenses. In fiscal 1994, selling, general and
administrative expenses included the Company's total contribution to the
employee retirement plan of $1.0 million.

Other Income (Expense). Interest expense was $0.2 million in both fiscal
1995 and 1994. Other income in fiscal 1995 of $2.4 million included investment
income on available funds and an $0.8 million gain from the sale of
non-essential land and buildings at the Port of Iberia, New Iberia, Louisiana,
compared with $0.7 million in fiscal 1994, which was principally investment
income.

Net Income. Net income for fiscal 1995 of $19.4 million was 80.3% higher
than the $10.7 million recorded for fiscal 1994. The Company's effective tax
rate was 37.0% in both fiscal 1995 and 1994, excluding the $0.4 million benefit
associated with adopting SFAS No. 109, Accounting for Income Taxes, during
fiscal 1994.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operations generated cash flow of $29.8 million during the
first six months of fiscal 1997. Cash from operations, together with $33.0
million provided by financing activities, funded investing activities of $61.9
million. Investing activities consisted principally of capital expenditures, the
Norman Offshore Acquisition, dry-docking costs, and the placement of
MARAD-guaranteed Title XI bond proceeds in escrow. Funds provided by financing
activities principally represent borrowings under the Company's Credit Facility
and proceeds from the sale of Title XI bonds. Working capital increased $15.9
million during the first six months of fiscal 1997 from $34.3 million at March
31, 1996, to $50.2 at September 30, 1996.

Capital expenditures during the first six months of fiscal 1997 included
the costs of construction of two liftboats, a launch barge and a cargo barge,
and continued construction of the Pioneer. In August 1996, the Company reached
an agreement with Aker Gulf Marine, and took possession of the Pioneer. The
vessel was relocated to the Company's facility in Amelia, Louisiana where the
construction and equipping of the vessel was completed. The Pioneer successfully
completed sea trials and began operation in November 1996. Under the terms of
the agreement, the Company has received clear title to the Pioneer in exchange
for a $3.2 million cash payment and the posting of a $4.5 million bond in favor
of Aker Gulf Marine. Such amounts and the release of the vessel are without
prejudice to each company's rights to pursue claims against the other in pending
litigation or otherwise. See "Business -- Insurance and Litigation." The Company
estimates the fully equipped cost of the Pioneer to be $24.0 million. In
September 1994, the Company sold $20.9 million of Title XI bonds in connection
with financing the cost of constructing and outfitting the Pioneer.

The Company estimates that the cost to complete capital expenditure
projects in progress at December 31, 1996 will be approximately $70.0 million
with $47.0 million to be incurred during the balance of fiscal 1997 and the
remainder during fiscal 1998. The addition of conventional pipelay

19
<PAGE> 20

capability and dynamic positioning to the Hercules is now scheduled for
completion during the summer of 1997 at a cost of completion of approximately
$30.0 million, which is in addition to the approximately $25.0 million
previously spent.

Long-term debt outstanding at September 30, 1996, included $42.0 million of
Title XI bonds. Included in this amount are $20.3 million of bonds which the
Company issued on August 7, 1996 to finance the construction of two liftboats, a
launch barge and a cargo barge. The Company's outstanding 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 $0.5 million, plus interest, until January 1998 when aggregate
semi-annual payments will be $0.9 million. 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, which, if not met, result
in additional covenants that restrict the operations of the Company and its
ability to pay cash dividends. The Company is currently in compliance with these
covenants.

In July 1996, the Company completed the Norman Offshore Acquisition. In
addition, the Company completed the CCC and Divcon Acquisitions in December
1996. The purchase price for each of these three transactions was primarily
funded by cash generated from operations and borrowings under the Company's
Credit Facility.

The Company's Credit Facility provides for a $75.0 million revolving line
of credit with a commercial bank. The Credit Facility allows for a maximum draw
at any one time of $50.0 million for general corporate purposes and $40.0
million for construction or renovation of vessels, provided that the aggregate
outstanding principal amount shall never exceed $75.0 million. At January 6,
1997, $45.0 million was outstanding under the Credit Facility (all of which had
been drawn down during fiscal 1997) and the Company was in compliance with the
covenants contained therein. The Company intends to repay the outstanding
balance under its Credit Facility with a portion of the net proceeds of the
Offerings. The Credit Facility is available until January 1, 1998, at which time
the amount then outstanding becomes due and payable. Interest accrues at LIBOR
plus 1.25% (6.78% at December 31, 1996) and is payable monthly. Continuing
access to the Credit Facility is conditioned upon the Company's remaining in
compliance with certain covenants, including the maintenance of certain
financial ratios.

Funds available under the Company's Credit Facility and Title XI bonds,
combined with available cash, cash generated from operations, and the net
proceeds from the Offerings are expected to be sufficient to fund the Company's
operations, scheduled debt retirement and planned capital expenditures for the
foreseeable future.

ACCOUNTING MATTERS

During March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of"
("SFAS No. 121"). SFAS No. 121 establishes accounting standards for recording
the impairment of long-lived assets, certain identifiable intangibles, goodwill
and assets to be disposed of. The Company is required to adopt SFAS No. 121
effective for fiscal 1997. Management believes that the implementation of SFAS
No. 121 will not have a material impact on the Company's consolidated financial
statements.

During October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").
SFAS No. 123, which the Company is required to adopt effective for fiscal 1997,
provides guidance relating to the recognition, measurement and disclosure of
stock-based compensation. Management does not expect the new pronouncement to
have an impact on the Company's consolidated financial statements since the
intrinsic value-based method prescribed by APB Opinion No. 25 and also allowed
by SFAS No. 123 will continue to be used for the measurement and recognition of
stock-based compensation plans.

20
<PAGE> 21

BUSINESS

GENERAL

Global provides construction services, including pipeline construction,
platform installation and removal, construction support and diving services, to
the offshore oil and gas industry in the Gulf of Mexico and select international
markets. Global has a fleet of 47 vessels, including 16 barges that offer
various combinations of pipelay, pipebury and derrick capabilities, one SWATH
(Small Water Plane Area Twin Hull) vessel, 18 liftboats, seven dive support
vessels and five other support vessels. The Company operates the largest fleet
of offshore construction vessels in the Gulf of Mexico.

Global has continued to expand during fiscal 1997. In July 1996, the
Company completed the Norman Offshore Acquisition, which included two shallow
water pipelay vessels. The Norman Offshore Acquisition expanded the shallow
water capabilities of Global's Coastal Division, which was formed during fiscal
1996 to focus on the shallow water pipeline installation market. Construction
was completed on the SWATH vessel, the Pioneer, in November 1996. This
multi-task vessel, which began operations in the Gulf of Mexico during the third
quarter of fiscal 1997, will support the Chickasaw on deepwater pipelay projects
and will offer subsea completions, saturation diving, abandonment operations,
pipeline repairs and other deepwater services currently beyond the capabilities
of conventional dive support vessels. In addition, Global has begun an upgrade
of its heavy-lift barge, the Hercules. This upgrade, scheduled for completion
during the summer of 1997, will include conversion of the vessel to add
conventional pipelay capability and dynamic positioning, which will provide
Global with the capability to install larger diameter pipe in deeper water.

Global's business strategy is to:

- Enhance its profitability by increasing fleet utilization, particularly
through more technologically sophisticated, higher margin projects such as
those available in the deepwater Gulf of Mexico.

21
<PAGE> 22

- Capitalize on its recent expansion into select international markets in
order to further diversify its earnings and partially offset the
seasonality of its operations in the Gulf of Mexico.

- Strengthen its competitive advantage through the use of state-of-the-art
equipment and a broadened range of services designed to meet changing
customer needs.

RECENT DEVELOPMENTS

On December 23, 1996, Global completed the CCC Acquisition which included a
49% ownership interest in CCC, a leading provider of offshore construction
services in Mexico, as well as the DB-21, a 400-foot combination pipelay derrick
barge, a crawler crane, a saturation diving system and approximately 21 acres of
land located adjacent to Global's facility in New Iberia, Louisiana. Global also
acquired an option to purchase for $12.0 million the DB-15, a 400-foot
combination pipelay derrick barge currently chartered to CCC. The remaining 51%
interest in CCC has been retained by a group of affiliated privately-held
Mexican companies that have participated in CCC since its formation. The total
purchase price for the CCC Acquisition (including the exercise price of the
option to purchase the DB-15) was $38.0 million. In addition, Global (i) has
loaned $23.0 million to CCC to repay $15.0 million of existing indebtedness and
for working capital needs and (ii) has provided performance guarantees
supporting approximately $50.0 million of CCC's existing indebtedness primarily
relating to existing construction projects in progress. Although the Company
holds a 49% interest in CCC, the control mechanisms contained in the contractual
arrangements between Global and the other owners of CCC require the Company's
consent for all material decisions and establish a relationship that is
essentially a 50/50 joint venture. Funding for the transaction was provided by
working capital and borrowings. The Company's investment in CCC will be
accounted for under the equity method. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Liquidity and Capital
Resources."

The acquisition of the ownership interest in CCC continues Global's
strategy of expanding the Company through selective acquisitions and provides
Global with an entry into the offshore construction market in Mexico. Global
expects that its ownership in CCC will also provide opportunities to utilize
some of its existing assets and services in Mexico. The Company's acquisition of
the DB-21, located in West Africa, increases Global's construction capabilities
in that region.

On December 11, 1996, Global completed the Divcon Acquisition which
included three saturation diving systems, a 110-foot utility dive support vessel
and other assets related to Divcon's businesses in Australia, Malaysia,
Indonesia, Singapore, Brunei and other areas of Southeast Asia. Global expects
to use the Divcon Acquisition as a base to expand its operations into Southeast
Asia and ultimately enter the marine construction segment of this market. The
Divcon Acquisition was not significant from a financial reporting standpoint.

22
<PAGE> 23

DESCRIPTION OF OPERATIONS

Offshore Marine Construction Services

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

The Company categorizes offshore marine construction projects into three
classes: ultra-deep water (over 1,000 feet of water), deepwater (200 feet to
1,000 feet) and shallow water. In recent years the Company has generally focused
on projects in deepwater, which require larger barges with greater lifting
capacity, more sophisticated technology and experienced personnel, and generally
provide greater operating margins than shallow water projects. With nine barges
in the Gulf of Mexico that are capable of operating in deepwater or ultra-deep
water, the Company believes it has more deepwater capacity in this market than
any of its competitors. Capital expenditure programs for fiscal 1996, 1995 and
1994 have included investments to develop the Company's ability to compete in
water depths over 1,000 feet.

Pipeline Services

The Company has laid pipelines with a diameter of up to 24 inches and has
installed smaller diameter pipelines in water depths up to 2,040 feet. The
Company recently has been awarded a contract to install a 3-inch pipeline at
water depths up to 5,400 feet. The Company installed approximately 240 miles of
pipe of various sizes in various water depths in fiscal 1996, including 34 miles
offshore West Africa.

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

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

To expand the Company's pipelay capabilities to water depths of up to 6,000
feet, the Chickasaw was upgraded in March and April 1994 at a cost of
approximately $9.0 million by adding dynamic positioning equipment, increasing
pipe tension capacity and installing a new pipelay stinger designed to place the
pipeline into a near vertical position as it is reeled off the barge, which is
required for ultra-deep water pipelaying. With this upgrade, the Chickasaw is
now capable of laying up to 10-inch diameter pipe in water depths up to 3,000
feet and up to 4-inch diameter pipe in water depths up to 6,000 feet. The
Company laid approximately 92 miles of pipe while operating the dynamic
positioning system in

23
<PAGE> 24

deepwater during fiscal 1996. In April and May of 1995, the Chickasaw
successfully laid pipelines to a subsea development in 2,040 feet of water.

In late November 1995 the Company acquired the Hercules, a 400-foot barge
with a 2,000 ton crane capable of performing revolving lifts up to approximately
1,600 tons, for $10.9 million. The Company has done extensive design work to
upgrade the Hercules to a combination heavy lift and deepwater pipelay vessel.
The upgrade is planned in two phases. Phase I, expected to be completed during
the summer of 1997, will include adding dynamic positioning and conventional
pipelay capability for pipe diameters up to 42 inches. Phase II will further
expand the Hercules' capabilities to allow pipelay by the reel method in water
depths up to 8,000 feet. Current engineering indicates that the Hercules will be
able to spool as much as 75 miles of 6-inch pipe or 10 miles of 18-inch pipe.

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

Derrick Services

All 16 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. With the addition of the Hercules in fiscal 1996,
the Company increased its lift capacity to 2,000 tons and recently performed a
1,900 ton lift with the Hercules. The Company expects demand for abandonment
services to increase as more platforms are removed from the Gulf of Mexico due
to MMS regulations relating to the abandonment of wells and removal of
platforms.

In May 1995, Global and Halliburton Energy Services formed 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, performs all
facets of the abandonment process, including engineering, project management,
wellbore plug and abandonment, structure removal and site clearance.

Diving Services

Demand for diving services covers the full life of an offshore oil and gas
property, including supporting exploration and drilling, installing pipelines
for production and transportation, periodic inspection, repair and maintenance
of fixed platforms and pipelines and, ultimately, structure removal 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 enables the Company to attract and retain qualified and
experienced divers. In fiscal 1996, approximately 50% of the Company's diving
services were performed for subsidiaries of the Company, compared to 55% in
fiscal 1995. The decline in the captive diving percentage for fiscal 1996 can be
attributed largely to the decline in domestic pipeline activity as compared to
fiscal 1995.

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

For diving projects involving long-duration deepwater and ultra-deep dives
to 1,500 feet, the Company uses saturation diving systems 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

24
<PAGE> 25

repeated dives without decompressing, which reduces the time necessary to
complete the job and reduces the divers' exposure to the risks associated with
frequent decompression. Two of the Company's largest saturation diving systems
(including one that was reconditioned during fiscal 1996 for the Pioneer) 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 that it has been a leader in the development of many
underwater welding techniques and that it 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 perform dry welding
repairs. Wet welding is accomplished while divers are in the water, using
specialized welding rods. Wet welding is less costly because it eliminates the
need to construct an expensive, customized, single-use enclosure, but
historically often resulted in repairs of unacceptable quality. The Company
believes it has been a leader in improving wet welding techniques and it has
satisfied the technical specifications for customers' wet welded repairs in
water depths to 325 feet. The Company's Research and Development Center is an
important part of a research and development consortium led by the Company and
the Colorado School of Mines that conducts research on underwater welding
techniques for major offshore oil and gas operators. The Research and
Development Center includes a hyperbaric facility capable of simulating wet or
dry welding environments for water depths of up to 1,200 feet, where the
specific water depths are simulated so that the welds can be performed on
various metals and tested to assure compliance with the customer's technical
specifications.

The Company provides diving services to nuclear power plants, which include
inspecting and repairing underwater equipment either during plant turnarounds or
while the plants are operating. While revenues to date from such services have
not been significant, the Company believes its opportunities in this market are
expanding as nuclear power plants age and require more frequent repair.

Liftboats

Effective December 31, 1994, the Company acquired sixteen liftboats from a
division of the Halliburton Company. 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 and elevated, the
stability, open deck area, crane capacity and relatively low cost of operation
makes liftboats ideal work platforms for a wide range of offshore support
services in water depths up to 180 feet. In addition, the capability to
reposition on location, 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 making progress in integrating the use
of liftboats into its pipeline construction and repair, platform installation,
inspection, maintenance and removal, and diving services. The Company began
construction on two new liftboats during fiscal 1996, one of which was delivered
and placed into operation during the third quarter of fiscal 1997. The other
liftboat is expected to be delivered and placed into operation in the fourth
quarter of fiscal 1997.

Other Related Services

In November 1995 Global acquired ROV Technologies, Inc., a leading
consulting firm specializing in remote underwater intervention and ROV
technology. ROV technology is essential to operations in water depths exceeding
1,500 feet, the limit for divers and associated saturation systems. ROV
technology is also used to support subsea production systems, a growing
alternative to fixed and floating platforms. ROV Technologies provides outside
consulting services to Global's customers and supports various internal
engineering requirements, including design and project management for the ROV
system for the Pioneer.

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<PAGE> 26

INTERNATIONAL MARKETS

During fiscal 1996, the Company expanded internationally when it began work
offshore West Africa. The Company has established an office in Lagos, Nigeria
and an operations base in Tema, Ghana. Global has now completed several projects
in West Africa using the Company's combination barge, the Cheyene. Activity in
West Africa accounted for approximately 23% and 39% of contract revenues and
operating income, respectively, in fiscal 1996 and approximately 23% and 21%,
respectively, during the first six months of fiscal 1997.

In December 1996 Global significantly expanded its international operations
with the CCC and Divcon Acquisitions. CCC, in which Global acquired a 49%
ownership interest, is a leading provider of offshore construction services in
Mexico. The acquisition of the ownership interest in CCC continues Global's
strategy of expanding the Company through selective acquisitions and provides
Global with an entry into the offshore construction market in Mexico. Global
expects that its ownership in CCC will also provide opportunities to utilize
some of its existing assets and services in Mexico. In addition, acquisition of
the DB-21, a 400-foot combination pipelay derrick barge which is located in West
Africa, as part of the CCC Acquisition, increased Global's construction
capabilities in that region. As a result of the Divcon Acquisition, Global now
has operations in Australia, Malaysia, Indonesia, Singapore, Brunei and other
areas of Southeast Asia. Global expects to use the Divcon Acquisition as a base
to expand its operations into Southeast Asia and ultimately enter the marine
construction segment of that market.

MARINE VESSELS AND EQUIPMENT

The Company owns a fleet of 16 construction barges, one SWATH vessel, seven
dive support vessels, five other support vessels and 18 liftboats. Fourteen of
the Company's construction barges are designed to perform more than one type of
construction project, which enables these barges to sustain a higher utilization
rate. The following tables describe the marine vessels of the Company.

<TABLE>
<CAPTION>
PIPELAY
------------------
DERRICK MAXIMUM MAXIMUM
MAXIMUM PIPE WATER CALENDAR LIVING
LENGTH LIFT DIAMETER DEPTH YEAR QUARTERS
VESSEL TYPE (FEET) (TONS) (INCHES) (FEET) ACQUIRED CAPACITY
----------- ------ ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
CONSTRUCTION BARGES:
Hercules(1)................ Derrick 400 2,000 -- -- 1995 191
Cheyenne(2)................ Pipelay/bury/derrick 350 800 36.00 1,500 1992 190
DB-3....................... Derrick 350 800 -- -- 1992 100
Cherokee................... Pipelay/derrick 350 925 36.00 1,500 1990 183
Mohawk(3).................. Pipelay/bury/derrick 320 600 48.00 700 1996 200
Chickasaw.................. Pipelay reel/derrick 275 160 12.75 6,000 1990 70
Delta I(4)................. Pipelay/bury/derrick 270 25 14.00 200 1996 70
Tonkawa.................... Derrick/bury 250 175 -- 400 1990 73
Sea Constructor............ Pipelay/bury/derrick 250 200 24.00 400 1987 75
Navajo(5).................. Pipelay/derrick 240 150 10.00 600 1992 129
G/P 37..................... Pipelay/bury/derrick 188 140 16.00 300 1981 58
Pipeliner V(4)............. Pipelay/bury/derrick 180 25 14.00 200 1996 60
DB-15(6)................... Pipelay/derrick 400 860 48.00 1,500 1996 272
DB-21(7)................... Pipelay/derrick 400 1,000 48.00 1,500 1996 223
Sara Maria(8).............. Derrick/accommodation 350 550 -- -- 1996 100
G/P 35..................... Pipelay/bury/derrick 164 100 16.00 200 1978 46
MAD II..................... Pipelay/bury/derrick 135 45 22.00 50 1975 33
SWATH VESSEL:
Pioneer.................... Multi-task 200 50 -- -- 1996 57
SUPPORT VESSELS:
Sea Lion................... Dive support 210 40 -- -- 1993 44
Sea Wolf................... Dive support 185 15 -- -- 1991 30
Sea Fox.................... Dive support 185 25 -- -- 1995 36
Sea Leopard................ Dive support 122 7 -- -- 1993 23
Joe Thornton............... Dive support 122 -- -- -- 1994 23
Sea Cat.................... Dive support 111 7 -- -- 1989 20
</TABLE>

26
<PAGE> 27
<TABLE>
<CAPTION>
PIPELAY
------------------
DERRICK MAXIMUM MAXIMUM
MAXIMUM PIPE WATER CALENDAR LIVING
LENGTH LIFT DIAMETER DEPTH YEAR QUARTERS
VESSEL TYPE (FEET) (TONS) (INCHES) (FEET) ACQUIRED CAPACITY
----------- ------ ------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Oceaner I.................. Dive support 110 -- -- -- 1996 20
MV Christopher............. Crew/supply 110 -- -- -- 1991 4
El Ingeniero(8)............ Supply 185 -- -- -- 1996 28
El Ingeniero II(8)......... Supply 201 -- -- -- 1996 36
CB-3....................... Deck barge 240 -- -- -- 1992 --
CB-5....................... Deck barge 240 -- -- -- 1992 --
CB-6....................... Deck barge 300 -- -- -- 1996 --
Launch barge............... Launch barge 400 -- -- -- (9) --
Atlas del Mar(8)........... Launch barge 300 -- -- -- 1996 --
</TABLE>

<TABLE>
<CAPTION>
MAXIMUM
MAXIMUM WATER LIVING
LIFT DEPTH YEAR QUARTERS
VESSEL TYPE (TONS) (FEET) ACQUIRED CAPACITY
----------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
LIFTBOATS:
Cobia................................................... Class 105.. 15 70 1994 12
Barracuda............................................... Class 105.. 15 70 1994 14
Dolphin................................................. Class 105.. 25 70 1994 21
Herring................................................. Class 105.. 25 70 1994 21
Marlin.................................................. Class 105.. 15 70 1994 21
Tarpon.................................................. Class 105.. 25 70 1994 21
Carp.................................................... Class 105.. 15 70 1994 22
Grouper................................................. Class 120.. 25 80 1994 21
Gar..................................................... Class 120.. 25 80 1994 22
Stingray................................................ Class 130.. 35 90 1994 22
Starfish................................................ Class 140.. 35 100 1994 24
Manta Ray............................................... Class 150.. 70 100 1994 32
Seabass................................................. Class 150.. 35 100 1994 32
Bonita.................................................. Class 152.. 30 117 1994 25
Amberjack............................................... Class 205.. 55 140 1994 38
Wahoo................................................... Class 215.. 70 150 1994 35
Kingfish................................................ Class 229.. 100 180 (10) 38
Man-O-War............................................... Class 229.. 100 180 1996 38
</TABLE>

- ---------------

(1) Currently being equipped for conventional pipelay. Completion scheduled for
the summer of 1997.

(2) Equipped for pipelay/bury in fiscal 1996, located offshore West Africa.

(3) Reconditioned in fiscal 1996.

(4) Acquired as part of the Norman Offshore Acquisition in July 1996.

(5) Equipped for pipelay in fiscal 1996.

(6) In the CCC Acquisition, Global acquired an option to purchase this vessel
at any time prior to March 15, 1997. The DB-15 is currently chartered to
CCC in which Global owns a 49% interest.

(7) Acquired in the CCC Acquisition. Located in West Africa.

(8) Owned and operated by CCC.

(9) Under construction. Delivery expected first quarter of fiscal 1998.

(10) Under construction. Delivery expected fourth quarter of fiscal 1997.

The Company owns all of its barges and vessels except as disclosed in the
table above. Of the barges and vessels owned by the Company, nine 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 vessel classification organizations.

27
<PAGE> 28

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.

CUSTOMERS

The Company's customers are primarily oil and gas producers and pipeline
companies operating in the Gulf of Mexico and offshore the west coast of Africa.
During fiscal 1996, the Company provided offshore marine construction services
to approximately 145 customers. The Company's revenues are not dependent on any
one customer. Its largest single customer in any of the three fiscal years ended
March 31, 1996, accounted for 15% of contract revenues. The level of
construction services required by any particular customer depends on the size of
that customer's capital expenditure budget devoted to construction plans in a
particular year. Consequently, customers that account for a significant portion
of contract revenues in one fiscal year may represent an immaterial portion of
contract revenues in subsequent fiscal years. The Company's contracts are
typically of short duration, being completed in one to five months.

COMPETITION

The offshore marine construction industry is highly competitive. Contracts
for work in the Gulf of Mexico are typically awarded on a competitive bid basis
with customers usually requesting bids on projects one to three months prior to
commencement. However, for projects in water depths greater than 1,000 feet,
particularly subsea development projects and "turnkey" projects (in which the
Company is responsible for the project from engineering through hook-up), the
elapsed time from bid request to commencement of work may exceed one year. The
Company's professional marketing staff contacts offshore operators known to have
projects scheduled to insure that the Company has an opportunity to bid for the
projects. Most contracts are awarded on a fixed-price basis, but the Company
also performs work on a cost-plus or day-rate basis, or on a combination of such
bases. During fiscal 1995, the Company successfully bid two turnkey projects
which were completed during fiscal 1996. Also during fiscal 1996 the Company
commenced four turnkey projects offshore West Africa, which included fabrication
and installation of platforms and pipelines. The Company attempts to minimize
unexpected costs by excluding from its contract price the costs of unexpected
difficulties and the costs of weather related delays during the winter months.

Competition for work in the Gulf of Mexico historically has been based on
the location and type of equipment available, the ability to deploy such
equipment, the quality of service, safety and price. In recent years, price has
been the most important factor in obtaining contracts; however, the ability to
deploy improved equipment and technology, 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 and two competitors, J. Ray
McDermott, S.A., a product of the merger in early 1995 of McDermott
International, Inc. and Offshore Pipelines, Inc., and Subsea International,
Inc., a subsidiary of Dresser Industries. Occasionally international
competitors, including Allseas Marine Contractors S.A., HeereMac Offshore
Installation Contractors, a joint venture of HeereMac and J. Ray McDermott,
S.A., and European Marine Contractors Ltd., a joint venture of Saipem and Brown
and Root, enter and compete in the Gulf of Mexico market for a period of time.
The Company's competitors for shallow water projects include many small
companies, some operating only one barge, who often compete solely on the basis
of price.

Competition for diving projects in the Gulf of Mexico usually involves the
Company, six main competitors and a number of smaller competitors. To compete
more effectively, the Company has carefully developed its reputation as a
quality diving contractor and has taken a leading role in developing
industry-wide diving safety standards.

Competition in the West African offshore construction market is limited
primarily to two competitors, McDermott/ETPM West and SAIBOS. McDermott/ETPM is
a joint venture between the French contrac-

28
<PAGE> 29

tor, ETPM, and the U.S. based J. Ray McDermott, S.A. SAIBOS is a joint venture
between the French contractor, Bouygues, and the Italian company, Saipem.
Smaller, shallow water and inland swamp and marsh projects may also attract
additional West African based competitors, and the very large projects may
attract, North Sea and worldwide competitors.

BACKLOG

As of December 31, 1996, the Company's backlog supported by written
agreements amounted to approximately $30.0 million, compared to the Company's
backlog at December 31, 1995 of $76.0 million. Management expects all of its
backlog to be performed within twelve months. As the Company's focus moves into
deeper waters and into international markets, where projects tend to have longer
lead time and result in earlier awards, its backlog may increase. The Company
does not consider its backlog amounts to be a reliable indicator of future
revenues because, most of the Company's projects are awarded and performed
within a relatively short period of time.

FACILITIES

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

The Company leases approximately 65 acres of land on the Houma Navigational
Channel near Houma, Louisiana, which includes a private, bulkheaded canal
capable of docking the Company's barges and vessels and allows the barges and
vessels direct access to the Gulf of Mexico. The Houma property serves as the
headquarters for the Company's pipeline construction services and includes a
facility for welding, coating, testing and handling of 1,700-foot lengths of
pipe for spooling onto the Chickasaw. The pipe assembly area includes a series
of weld stations housed in metal buildings and concrete pipe racks with
hydraulic lifts for stacking the assembled 1,700-foot lengths of pipe. The Houma
property also includes facilities for fabricating specialized components for
offshore installation, warehouses and related buildings, equipment staging and
pipe storage areas, and an office for engineering, management and administrative
personnel. The lease for this facility expires in 2002 and the Company has a
purchase option on the property.

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

The Company's diving, special services and transportation operations are
headquartered on approximately 15 acres at the Port of Iberia, near New Iberia,
Louisiana, owned by the Company. This facility has bulkheaded water frontage and
provides direct access to the Gulf of Mexico for the Company's dive support
vessels. Additional bulkheads, work shops, storage space and offices were added
during fiscal 1996 to this facility which provides direct access to the Gulf of
Mexico for the Company's liftboat and dive support vessels. The New Iberia
location includes the Company's Research and Development Center, which houses a
hyperbaric welding facility and a conference and training facility. The Company
has recently acquired, as part of the CCC Acquisition, 21 acres in New Iberia
adjacent to Global's existing facility.

The Company owns a combination office building (6,700 square feet) and
warehouse (18,050 square feet) in Houston, Texas, which has been leased to
others during 1996.

The Company also leases offices (18,844 square feet) in Houston, Texas, for
engineering, estimating, business development, marketing and legal staff, in New
Orleans, Louisiana, for marketing, project management and ROV Technologies and
in Lagos, Nigeria and Tema, Ghana, for its West African operations. The Company
leases facilities in western Australia and Singapore which will be used in
conjunction with assets acquired in the Divcon Acquisition.

29
<PAGE> 30

The Company recently signed an agreement to acquire a 600-acre waterfront
site near Sulphur, Louisiana, for a potential future pipebase, for $6.1 million.

GOVERNMENT REGULATION

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

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

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

The operations of the Company are affected by numerous federal, state and
local laws and regulations relating to protection of the environment, including
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 condition. 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 $100,000
in expenditures in fiscal 1996. 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 that the Company believes
are comparable to policy limits carried by others in the offshore 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 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. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." 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.

30
<PAGE> 31

INSURANCE AND LITIGATION

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 the 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.

On December 14, 1995, Aker Gulf Marine filed suit against Global in the
U.S. District Court for the Western District of Louisiana seeking $8.2 million
in additional costs believed by it to be owed because of change orders during
construction of the Pioneer, and $5.0 million for disruption, acceleration, and
delay damages. Global does not believe that Aker Gulf Marine's claims are valid
and intends to vigorously defend against them, intends to recover all amounts
which it is legally entitled to recover and does not believe that the ultimate
resolution of the claims will have a material adverse impact on Global's
financial statements. Under an agreement reached with Aker Gulf Marine, Global
took possession of the Pioneer on August, 1996 and moved it to Global's facility
in Amelia, Louisiana where construction and equipping of the vessel was
completed. Sea trials were successfully completed in November, 1996 and the
vessel is currently deployed in the Gulf of Mexico. Under the terms of the
agreement, Global has been given clear title to the Pioneer in exchange for a
cash payment of $3.2 million and the posting of a $4.5 million bond in favor of
Aker Gulf Marine. Such amounts and the release of the vessel are without
prejudice to each company's rights to pursue claims against the other in the
pending litigation or otherwise.

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.'s 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. The
licenses continue until the expiration of the underlying patents, which will
occur at various times to 2005, with most expiring in 1998 or later. As part of
the Norman Offshore Acquisition, the Company acquired patents to certain pipe
burying technology. In addition, the Company has developed certain proprietary
underwater welding techniques and materials.

The Company believes that its technical knowledge and experience,
reputation and customer relationships 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 the
pipeburying technology

31
<PAGE> 32

acquired in the Norman Offshore Acquisition 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. As of November 30, 1996, the Company had approximately 1,108
employees. During fiscal 1996, the number of Company employees ranged from a low
of 769 to a high of 853. 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.

32
<PAGE> 33

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information as of the date of this
Prospectus about the executive officers and directors of the Company. Directors
are elected annually and hold office until their successors have been elected
and qualified. Executive officers of the Company are elected by, and serve at
the discretion of, the Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William J. Dore............................ 53 Chairman of the Board of Directors,
President and Chief Executive Officer
James J. Dore.............................. 42 Vice President, Diving and Special Services
Michael J. McCann.......................... 49 Vice President, Administration
Lawrence C. McClure........................ 41 Vice President, Offshore Construction
Andrew L. Michel........................... 54 Vice President, Deepwater Technology
Michael J. Pollock......................... 50 Vice President, Chief Financial Officer and
Director
James C. Day(*)............................ 53 Director
Edward P. Djerejian(*)..................... 57 Director
Myron J. Moreau(*)......................... 62 Director
</TABLE>

- ---------------

(*) Member of the Audit Committee and the Compensation Committee of the Board of
Directors.

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 and is a past President of the Association of Diving Contractors. Mr.
Dore received an M.Ed. degree from McNeese State in 1966. Mr. Dore is currently
a member of the executive committee of the Board of Directors of the National
Ocean Industries Association.

Mr. James J. Dore, with over 15 years of service with the Company, was
named Vice President, Marketing in March 1993. For the four years prior to March
1993, he had held a number of manager positions with responsibility for
marketing, contracts and estimating, and diving operations. Mr. Dore was named
Vice President, Special Services in November 1994 and Vice President, Diving and
Special Services in February 1996. James J. Dore is the brother of William J.
Dore.

Mr. McCann joined the Company as Vice President, Administration in July
1996. Mr. McCann was employed by Subsea International, Inc. from 1978 to 1996,
most recently as Chief Financial Officer. He is a Certified Public Accountant
and received a Masters degree in Business Administration from Loyola University.

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 sixteen years of experience in the offshore construction
business.

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

33
<PAGE> 34

Mr. Pollock was named Vice President, Chief Financial Officer and Treasurer
in April 1996. He joined the Company in 1990 as Treasurer and Chief Financial
Officer and was named Vice President, Chief Administrative Officer and a
Director in December 1992. From 1982 until September 1990, Mr. Pollock practiced
public accounting. Mr. Pollock is a Certified Public Accountant and has
twenty-seven years of experience in the accounting and auditing field including
eight years as a practicing CPA.

Mr. Day joined the Board of Directors of the Company in February 1993. He
has been Chairman of the Board of Directors of Noble Drilling Corporation, a
Houston, Texas based offshore drilling contractor, since October 1992, and has
been President and Chief Executive Officer of Noble Drilling since January 1984.
Mr. Day has held executive positions with the International Association of
Drilling Contractors, the National Ocean Industries Association, and the
Independent Petroleum Association of America. Mr. Day received a B.S. degree in
Business Administration from Phillips University. In addition to being a
director of Noble Drilling Corporation, Mr. Day is a director of Noble
Affiliates, Inc.

Mr. Djerejian joined the Board of Directors of the Company in February
1996. Since August 1994, Mr. Djerejian has been the director of the James A.
Baker III Institute of Public Policy at Rice University. A former United States
Ambassador, he was nominated by President Clinton to serve as U.S. Ambassador to
Israel in 1993. During his more than thirty years in the United States Foreign
Service, he has served as deputy chief of the U.S. mission to the Kingdom of
Jordan, as U.S. Ambassador to the Syrian Arab Republic, and as Assistant
Secretary of State for Near Eastern Affairs under Presidents Bush and Clinton.
Mr. Djerejian received the Department of State's Distinguished Service Award in
1993 and the President's Distinguished Service Award in 1994. He is a graduate
of the School of Foreign Service at Georgetown University and serves on the
Board of Directors of Occidental Petroleum Company.

Mr. Moreau joined the Board of Directors of the Company in February 1993.
He is retired from Chevron U.S.A. Inc., where he had been employed for 31 years.
From 1990 until 1992, Mr. Moreau was General Manager of Support Services for
Chevron's Gulf of Mexico Production Business Unit, and from 1988 until 1990, he
was Division Manager at Chevron in Lafayette, Louisiana. Prior to 1988, he held
various domestic and foreign assignments with Chevron, including assignments in
the United Kingdom and Indonesia. Mr. Moreau received a degree in Chemical
Engineering from the University of Southwestern Louisiana in 1959.

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<PAGE> 35

PRINCIPAL SHAREHOLDERS

The table below sets forth the ownership of the Company's Common Stock, as
of December 31, 1996, by (i) each of the Company's directors, (ii) all directors
and executive officers of the Company as a group and (iii) each person known by
the Company to own beneficially 5% or more of the outstanding Common Stock.
Except as otherwise indicated, the persons listed below have sole voting power
and investment power over the shares beneficially held by them.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
BEFORE OFFERING AFTER OFFERING(2)
----------------------- -----------------------
NAME(1) SHARES PERCENTAGE SHARES PERCENTAGE
------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
William J. Dore(3).................... 15,438,498 40.5% 15,438,498 34.2%
Michael J. Pollock(4)................. 71,454 * 71,454 *
James C. Day.......................... 5,772 * 5,772 *
Myron J. Moreau....................... 5,772 * 5,772 *
Edward P. Djerejian................... 634 * 634 *
All directors and executive officers
as a group (9 persons)(3)(4)........ 15,622,042 40.9% 15,622,042 34.6%
</TABLE>

- ---------------

* Represents less than 1%

(1) See "Management" for a description of such person's position or relationship
with the Company. Mr. Dore's address is 107 Global Circle, Lafayette,
Louisiana 70503.

(2) Assumes no exercise of the Underwriters' overallotment option for 1,050,000
shares all of which will be provided by William J. Dore. If the
Underwriters' over-allotment option is exercised in full, Mr. Dore will
beneficially own 14,388,498 shares (31.9% of the outstanding shares) after
the offering.

(3) Includes 315,000 shares owned by Mr. Dore's spouse and 519,194 shares held
by the Company's Retirement Plan of which Mr. Dore acts as Trustee. Mr.
Dore disclaims beneficial ownership of all of such shares except for the
106,652 shares held by the Retirement Plan and allocated to his account.

(4) Includes shares issued pursuant to restricted stock awards granted to Mr.
Pollock -- 7,060; and all directors and officers as a group -- 24,140;
shares allocated to such persons retirement account in the Retirement Plan
as follows: Mr. Pollock -- 562; and all executive officers as a
group -- 519,194 and the shares issuable upon exercise of stock options
exercisable within 60 days as follows: Mr. Pollock -- 59,200; and all
directors and executive officers as a group -- 106,780.

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<PAGE> 36

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock currently consists of 30,000,000
shares of preferred stock, $.01 par value per share (the "Preferred Stock"), and
150,000,000 shares of Common Stock, $.01 par value per share. As of December 31,
1996, 38,166,003 shares of Common Stock were issued and outstanding held by
approximately 419 holders of record and no shares of Preferred Stock were issued
and outstanding.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share in the election
of directors and on all other matters submitted to a vote of the shareholders.
Such holders do not have the right to cumulate their votes in the election of
directors. Holders of Common Stock have no redemption or conversion rights and
no preemptive or other rights to subscribe for securities of the Company. For
information regarding registration rights with respect to certain holders of
Common Stock, see " Registration Rights" below. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share equally and ratably in all of the assets remaining, if any, after
satisfaction of all debts and liabilities of the Company, and the preferential
rights of any series of Preferred Stock, if any, then outstanding. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, upon payment therefor as contemplated herein, validly issued,
fully paid and nonassessable.

Holders of Common Stock have an equal and ratable right to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefor and only after payment of, or provision for, full
dividends (on a cumulative basis if applicable) on all outstanding shares of any
series of Preferred Stock and after the Company has made provisions for any
sinking or purchase funds for any series of Preferred Stock. The Company does
not intend to pay any cash dividends and certain of the Company's financing
arrangements restrict the payment of cash dividends. See "Dividend Policy" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

PREFERRED STOCK

The Preferred Stock may be issued, from time to time, in one or more
series, and the Board of Directors, without approval of the shareholders, is
authorized to amend the Articles of Incorporation to fix the dividend rights and
terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences, sinking funds and any other rights, preferences,
privileges and restrictions applicable to each series of Preferred Stock. The
Board of Directors, without obtaining shareholder approval, may issue shares of
the Preferred Stock with voting or conversion rights that could adversely affect
the voting power of the holders of Common Stock. The issuance of shares of
Preferred Stock could be utilized, under certain circumstances, in an attempt to
prevent an acquisition of the Company. The Company has no present intention to
issue any shares of Preferred Stock.

FOREIGN OWNERSHIP

The Company's Articles of Incorporation contain provisions that limit
foreign ownership of the Company's capital stock to protect the Company's
ability to register its vessels under federal law and operate its vessels in
United States coastwise trade. To enjoy the benefits of United States registry,
United States coastwise trade and MARAD-guaranteed financing, the Company must
maintain United States citizenship as defined in the Shipping Act of 1916, as
amended (the "Shipping Act"), and the regulations thereunder. Under these
regulations, to remain a United States citizen qualified to engage in coastwise
trade, the Company's president or chief executive officer and chairman of the
board of directors must be United States citizens, and a majority of a quorum of
its board of directors must be United States citizens. Further, at least 75% of
the ownership and voting power of the Company's capital

36
<PAGE> 37

stock must be held by United States citizens, as defined in the Shipping Act and
the regulations thereunder.

The Company's Articles of Incorporation provide that (i) any transfer, or
attempted or purported transfer, of any shares of capital stock which would
result in the ownership or control by one or more persons who is not a United
States citizen for purposes of United States coastwise domestic shipping (as
defined in the Shipping Act) of an aggregate percentage of the shares of the
Company's capital stock or voting power in excess of a fixed percentage (the
"Permitted Percentage"), which is equal to 2% less than the percentage that
would prevent the Company from being a United States citizen for purposes of
engaging in United States coastwise domestic shipping (currently 25%), will,
until such ownership no longer exceeds the Permitted Percentage, be void and
ineffective as against the Company, and (ii) if at any time ownership of capital
stock or voting power (either of record or beneficial) by persons other than
United States citizens exceeds the Permitted Percentage, the Company may
withhold payment of dividends on and may suspend the voting rights of such
shares deemed to be in excess of the Permitted Percentage.

Certificates representing the Common Stock bear legends concerning the
restrictions on ownership by persons other than United States citizens. In
addition, the Board of Directors is authorized by the bylaws (i) to require, as
a condition precedent to the transfer of shares on the records of the Company,
representations and other proof as to the identity of existing or prospective
shareholders and (ii) to establish and maintain a dual stock certificate system
under which different forms of certificates may be used to indicate whether the
owner thereof is a United States citizen.

CERTAIN ANTI-TAKEOVER AND OTHER PROVISIONS OF THE COMPANY'S ARTICLES OF
INCORPORATION AND BYLAWS

The Articles of Incorporation of the Company limit the liability of
directors of the Company (in their capacity as directors but not in their
capacity as officers) to the Company and its shareholders for monetary damages
for breaches of fiduciary duties to the fullest extent permitted by Louisiana
law. Specifically, directors of the Company will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except for
liability resulting from (i) any breach of the director's duty of loyalty to the
corporation or its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemptions
under Section 92D of the Business Corporation Law of the State of Louisiana or
(iv) any transaction from which the director derived an improper personal
benefit.

The Articles of Incorporation provide that no action may be taken by
shareholders except at an annual or special meeting. The Bylaws provide that,
unless otherwise provided in the Articles of Incorporation, special meetings of
shareholders can only be called by the Chairman of the Board, the President or
by a majority of the Board of Directors or the Executive Committee thereof, if
any.

The Bylaws establish an advance notice procedure for the nomination, other
than by or at the direction of the Board of Directors or a committee thereof, of
candidates for election as directors as well as for other shareholder proposals
to be considered at shareholders' meetings. Notice of shareholder proposals and
director nominations must be timely given in writing to the Secretary of the
Company prior to the meeting at which such matters are to be acted upon or
directors are to be elected. To be timely, such notice must be received at the
principal executive offices of the Company (i) with respect to shareholder
proposals to be presented and elections to be held at the annual meeting, not
less than 90 days prior to the anniversary date of the immediately preceding
annual meeting, and (ii) with respect to an election to be held at a special
meeting, not later than the close of business on the tenth day following the day
on which notice of the date of such special meeting is first mailed to
shareholders or public disclosure of the date of such special meeting is made,
whichever occurs first. Notice to the Company from a shareholder who intends to
present a proposal or to nominate a person for election as a director must
contain certain information about the shareholder giving such notice and, in the
case of director nominations, all information that would be required to be
included in a proxy statement soliciting

37
<PAGE> 38

proxies for the election of the proposed nominee (including such person's
written consent to serve as a director if so elected). If the presiding officer
of the meeting determines that a shareholder's proposal or nomination is not
made in accordance with the procedures set forth in the Bylaws, such proposal or
nomination, at the direction of such presiding officer, may be disregarded. The
notice requirement for shareholder proposals contained in the Company's Bylaws
does not restrict a shareholder's right to include proposals in the Company's
annual proxy materials pursuant to rules promulgated under the Securities
Exchange Act of 1934, as amended.

As permitted by Louisiana law, the Company's Articles of Incorporation
expressly authorize the Board of Directors, when considering a tender offer,
exchange offer, merger or consolidation, to consider, among other factors, the
social and economic effects of the proposals on the Company, its subsidiaries
and their respective employees, customers, creditors and communities.

The provisions of the Company's Articles of Incorporation and Bylaws
summarized in the preceding paragraphs may have anti-takeover effects and may
delay, defer or prevent a tender offer or takeover attempt that a shareholder
might consider in such shareholder's best interest, including those attempts
that might result in the payment of a premium over the market price for the
shares held by such shareholder.

REGISTRATION RIGHTS

Pursuant to a registration rights agreement with the Company, William J.
Dore, who beneficially owns approximately 15,438,498 shares of Common Stock
(14,388,498 shares if the Underwriters' over-allotment options are exercised in
full), has been granted certain "demand" and "piggyback" rights requiring the
Company to register at the Company's expense, subject to certain limitations,
any and all shares held by him. The registration rights agreement entitles Mr.
Dore to two "demand" registrations, which in each case must be for shares with a
proposed aggregate offering price of at least $5.0 million, and unlimited
"piggyback" registrations. Mr. Dore is exercising "piggyback" rights with
respect to the shares of Common Stock offered by him pursuant to the option
granted to the Underwriters to cover over-allotments.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

38
<PAGE> 39

UNDERWRITING

Subject to the terms and conditions set forth in the U.S. Underwriting
Agreement among the Company and Salomon Brothers Inc, Howard, Weil, Labouisse,
Friedrichs Incorporated, Raymond James & Associates, Inc. and Schroder Wertheim
& Co. Incorporated, as representatives of the several U.S. Underwriters (the
"U.S. Representatives"), the Company has agreed to sell to the entities named
below (the "Underwriters") and each of the U.S. Underwriters has severally
agreed to purchase from the Company, the aggregate number of shares of Common
Stock set forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ----------
<S> <C>
Salomon Brothers Inc........................................ 850,000
Howard, Weil, Labouisse, Friedrichs Incorporated............ 850,000
Raymond James & Associates, Inc............................. 850,000
Schroder Wertheim & Co. Incorporated........................ 850,000
Hanifen, Imhoff Inc......................................... 200,000
Huntleigh Securities Corp................................... 200,000
Jefferies & Company, Inc.................................... 200,000
Johnson Rice & Company L.L.C................................ 200,000
McDonald & Company Securities, Inc.......................... 200,000
Morgan Keegan & Company, Inc................................ 200,000
Petrie Parkman & Co......................................... 200,000
Rauscher Pierce Refsnes, Inc................................ 200,000
Scott & Stringfellow, Inc................................... 200,000
Simmons & Company International............................. 200,000
Southcoast Capital Corporation.............................. 200,000
----------
Total............................................. 5,600,000
==========
</TABLE>

In the U.S. Underwriting Agreement, the several U.S. Underwriters have
agreed, subject to the terms and conditions set forth therein, to purchase all
of the shares of Common Stock offered hereby (other than those subject to the
over-allotment option described below) if any such shares are purchased. In the
event of a default by a U.S. Underwriter, the U.S. Underwriting Agreement
provides that, in certain circumstances, the purchase commitments of
nondefaulting U.S. Underwriters may be increased or the U.S. Underwriting
Agreement may be terminated.

The Company has been advised by the U.S. Representatives that the several
U.S. Underwriters propose initially to offer the shares of Common Stock to the
public at the price to public set forth on the cover page of this Prospectus,
and to certain dealers at such price less a concession not in excess of $0.63
per share. The U.S. Underwriters may allow, and such dealers may reallow, a
discount not in excess of $0.10 per share to certain other dealers. After the
initial offering, the price to public and such concessions may be changed.

The Company has entered into an International Underwriting Agreement with
the International Underwriters named therein, for whom Salomon Brothers
International Limited, Howard, Weil, Labouisse, Friedrichs Incorporated, Raymond
James & Associates, Inc. and J. Henry Schroder & Co. Limited are acting as
representatives (the "International Representatives"), providing for the
concurrent offer and sale of 1,400,000 shares of Common Stock outside of the
United States and Canada.

The initial public offering price and underwriting discount per share for
the U.S. Offering and the International Offering will be identical. The closing
of the U.S. Offering is conditioned upon the closing of the International
Offering, and the closing of the International Offering is conditioned upon the
closing of the U.S. Offering.

Each U.S. Underwriter has severally agreed that, as part of the
distribution of the U.S. Offering, (i) it is not purchasing any shares of Common
Stock for the account of anyone other than a United States or

39
<PAGE> 40

Canadian Person and (ii) it has not offered or sold, and will not offer or sell,
directly or indirectly, any shares of Common Stock or distribute this Prospectus
to any person outside the United States or Canada or to anyone other than a
United States or Canadian Person. Each International Underwriter has severally
agreed that, as part of the distribution of the International Offering, (i) it
is not purchasing any shares of Common Stock for the account of any United
States or Canadian Person, and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any shares of Common Stock or distribute
any Prospectus related to the International Offering to any person within the
United States or Canada or to any United States or Canadian Person. The
foregoing limitations do not apply to stabilization transactions or to certain
other transactions specified in the Agreement Between U.S. Underwriters and
International Underwriters. "United States or Canadian Person" means any person
who is a national citizen or resident of the United States or Canada, any
corporation, partnership or other entity created or organized in or under the
laws of the United States or Canada, or any political subdivision thereof, any
estate or trust the income of which is subject to United States or Canadian
federal income taxation, regardless of the source of its income (other than a
foreign branch of any United States or Canadian Person), and includes any United
States or Canadian branch or a person other than a United States or Canadian
Person.

Each U.S. Underwriter that will offer or sell shares of Common Stock in
Canada as part of the distribution has severally agreed that such offers and
sales will be made only pursuant to an exemption from the prospectus
requirements in each jurisdiction in Canada in which such offers and sales are
made.

Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, sales may be made between the U.S. Underwriters and the
International Underwriters of such number of shares of Common Stock as may be
mutually agreed. The price of any shares of Common Stock so sold shall be the
initial public offering price, less an amount not greater than the concession to
securities dealers. To the extent that there are sales between U.S. Underwriters
and the International Underwriters pursuant to the Agreement Between U.S.
Underwriters and International Underwriters, the number of shares initially
available for sale by the U.S. Underwriters or by the International Underwriters
may be more or less than the amount appearing on the cover page of this
Prospectus.

William J. Dore has granted to the U.S. Underwriters and the International
Underwriters options, exercisable during the 30-day period after the date of
this Prospectus, to purchase up to 840,000 and 210,000 additional shares of
Common Stock, respectively, at the same price per share as the initial shares of
Common Stock to be purchased by the U.S. Underwriters and the International
Underwriters. The U.S. Underwriters and the International Underwriters may
exercise such options only to cover over-allotments in the sale of the shares of
Common Stock that the U.S. Underwriters or the International Underwriters, as
the case may be, have agreed to purchase. To the extent that the U.S.
Underwriters and the International Underwriters exercise such options, each of
the U.S. Underwriters or the International Underwriters, as the case may be,
will have a firm commitment, subject to certain conditions, to purchase the
number of option shares proportionate to such U.S. Underwriter's or
International Underwriter's initial commitment.

The Company and William J. Dore have agreed that they will not offer, sell,
contract to sell, or otherwise dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into, or exchangeable for, shares of
Common Stock for a period of 180 days from the date of this Prospectus without
the prior consent of Salomon Brothers Inc, except pursuant to the Underwriting
Agreements or, in the case of the Company, pursuant to employee benefit plans.

No action has been taken or will be taken in any jurisdiction by the
Company or the U.S. Underwriters that would permit a public offering of the
shares offered hereby in any jurisdiction where action for that purpose is
required, other than the United States. Persons who come into possession of this
Prospectus are required by the Company and the U.S. Underwriters to inform
themselves about and to observe any restrictions as to the offering of the
Shares offered hereby and the distribution of this Prospectus.

The U.S. Underwriting Agreement provides that the Company and William J.
Dore will indemnify the U.S. Underwriters against certain liabilities, including
under the Securities Act, or contribute to payments that the U.S. Underwriters
may be required to make in respect thereof.

40
<PAGE> 41

In connection with this offering, certain U.S. Underwriters and selling
group members who are qualifying registered market makers on the Nasdaq National
Market may engage in passive market making transactions in the Common Stock on
the Nasdaq National Market in accordance with Rule 10b-6A under the Exchange
Act, during the two business day period before commencement of offers or sales
of the Common Stock offered hereby. Passive market making transactions must
comply with certain volume and price limitations and be identified as such. In
general, a passive market maker may display its bid at a price not in excess of
the highest independent bid for the security, and if all independent bids are
lowered below the passive market maker's bid, then such bid must be lowered when
certain purchase limits are exceeded.

LEGAL MATTERS

The validity of the shares of Common Stock offered by this Prospectus will
be passed upon for the Company and the Selling Shareholder by Vinson & Elkins
L.L.P., Houston, Texas. Certain legal matters in connection with the sale of the
Common Stock will be passed upon for the Underwriters by Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., New Orleans, Louisiana.

EXPERTS

The consolidated financial statements of the Company as of March 31, 1996
and 1995 and for each of the three years in the period ended March 31, 1996,
included and incorporated by reference in this Prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report appearing
and incorporated by reference herein, and is included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing. With respect to the unaudited interim financial information for the
periods ended June 30, 1996 and 1995, and September 30, 1996 and 1995, included
or incorporated by reference in this Prospectus, Deloitte & Touche LLP has
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
reports related to the interim financial information included or incorporated by
reference herein states that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP is
not subject to the liability provisions of Section 11 of the Securities Act, for
their reports on the unaudited interim financial information because those
reports are not "reports" or a "part" of the registration statement prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the
Securities Act.

AVAILABLE INFORMATION

This Prospectus constitutes a part of a registration statement (herein
together with all amendments thereto referred to as the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act. This Prospectus does not contain
all the information contained in the Registration Statement, certain portions of
which are omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement including the exhibits
thereto, which may be inspected at the Commission's offices without charge or
copies of which may be obtained from the Commission upon payment of prescribed
fees. Statements contained in this Prospectus as to the contents of any contract
or other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports and other information with the
Commission. Reports, proxy and information

41
<PAGE> 42

statements and other information filed by the Company with the Commission
pursuant to the informational requirements of the Exchange Act, can be inspected
and copied at the public reference facilities of the Commission at the Judiciary
Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the Regional Offices of the Commission located at Seven World Trade Center, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison, Suite
1400, Chicago, Illinois 60661. Copies thereof can also be obtained by written
request addressed to the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission (http://www.sec.gov). In addition, such reports, proxy and
information statements and other information concerning the Company are
available at the offices of the Nasdaq National Market located at 1735 K Street,
N.W., Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference in this Prospectus the
following documents previously filed with the Commission pursuant to the
Exchange Act: (i) the Company's Annual Report on Form 10-K for the year ended
March 31, 1996, (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1996 and September 30, 1996, (iii) the Company's Current
Report on Form 8-K filed on January 28, 1997 and (iv) the description of the
Common Stock contained in the Registration Statement on Form 8-A declared
effective by the Commission on February 10, 1993.

Each document fled by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part of this Prospectus from the
date of filing such document. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in this Prospectus or in any
subsequently filed document that also is or deemed to be incorporated by
reference in this Prospectus modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents that are incorporated by reference in this
Prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to the Office of the Secretary, Global Industries, Ltd., 107 Global
Circle, Lafayette, Louisiana 70503, telephone (318) 989-000.

42
<PAGE> 43

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
Pro Forma Consolidated Balance Sheet as of September 30, 1996....................... F-2
Pro Forma Consolidated Statement of Operations for the Fiscal Year ended
March 31, 1996................................................................... F-3
Pro Forma Consolidated Statement of Operations for the Six Months ended
September 30, 1996............................................................... F-4
Notes to Pro Forma Consolidated Financial Statements................................ F-5
ANNUAL FINANCIAL STATEMENTS:
Independent Auditors' Report........................................................ F-7
Consolidated Balance Sheets as of March 31, 1996 and 1995........................... F-8
Consolidated Statements of Operations for the Fiscal Years ended March 31, 1996,
1995 and 1994.................................................................... F-9
Consolidated Statements of Shareholders' Equity for the Fiscal Years ended March 31,
1996, 1995 and 1994.............................................................. F-10
Consolidated Statements of Cash Flows for the Fiscal Years ended March 31, 1996,
1995 and 1994.................................................................... F-11
Notes to Consolidated Financial Statements.......................................... F-12
INTERIM FINANCIAL STATEMENTS (UNAUDITED):
Consolidated Balance Sheets as of September 30, 1996 and March 31, 1996............. F-22
Consolidated Statements of Operations for the Six Months Ended September 30, 1996
and 1995......................................................................... F-23
Consolidated Statements of Cash Flows for the Six Months Ended September 30, 1996
and 1995......................................................................... F-24
Notes to Consolidated Financial Statements.......................................... F-25
</TABLE>

F-1
<PAGE> 44

GLOBAL INDUSTRIES, LTD.

PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
---------------------------
HISTORICAL ADJUSTMENTS COMBINED
--------- -------- ---------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash............................................... $ 6,337 $ 6,337
Escrowed funds, bond proceeds...................... 32,302 32,302
Receivables........................................ 54,782 54,782
Prepaid expenses and other......................... 3,041 3,041
--------- ---------
Total current assets.......................... 96,462 96,462
--------- ---------
ESCROWED FUNDS, Bond Proceeds........................ 9,190 9,190
PROPERTY AND EQUIPMENT, net.......................... 158,228 158,228
OTHER ASSETS:
Deferred charges, net.............................. 8,007 8,007
Investment in and advances to unconsolidated
affiliate....................................... -- $ (3,845)(a)(b) 19,155
23,000(a)
Other.............................................. 3,000 3,000
--------- ---------
Total other assets............................ 11,007 30,162
--------- ---------
TOTAL......................................... $ 274,887 $ 294,042
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt................. $ 2,260 $ 2,260
Accounts payable................................... 28,938 28,938
Accrued liabilities................................ 7,312 240(c) 7,552
Accrued profit-sharing............................. 4,875 4,875
Insurance payable.................................. 2,837 2,837
--------- ---------
Total current liabilities..................... 46,222 46,462
--------- ---------
LONG-TERM DEBT....................................... 54,962 23,000(a) 81,162
--------- ---------
3,200(a)
DEFERRED INCOME TAXES................................ 17,898 17,898
--------- ---------
SHAREHOLDERS' EQUITY:
Preferred stock.................................... --
Common stock, issued and outstanding, 38,123,528
shares.......................................... 381 381
Additional paid-in capital......................... 59,754 59,754
Retained earnings.................................. 95,670 (7,285) 88,385
--------- ---------
Total shareholders' equity.................... 155,805 148,520
--------- ---------
TOTAL......................................... $ 274,887 $ 294,042
========= =========
</TABLE>

See notes to pro forma consolidated financial statements.

F-2
<PAGE> 45

GLOBAL INDUSTRIES, LTD.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
---------------------------
HISTORICAL ADJUSTMENTS COMBINED
------------ -------- ------------
<S> <C> <C> <C>
Contract revenues................................ $ 148,376 $ 148,376
Cost of contract revenues........................ 107,361 107,361
------------ ------------
Gross profit..................................... 41,015 41,015
Equity in net earnings (loss) of unconsolidated
affiliate...................................... -- $ (5,800)(b) (5,800)
Selling, general and administrative expenses..... 12,233 12,233
------------ ------------
Operating income................................. 28,782 22,982
------------ ------------
Other income (expense):
Interest expense............................... (170) (230)(c) (400)
Other.......................................... 1,516 1,516
------------ ------------
1,346 1,116
------------ ------------
Income before income taxes....................... 30,128 24,098
Provision for income taxes....................... 9,135 (70)(c) 9,065
------------ ------------
Net income....................................... $ 20,993 $ 15,033
============ ============
Weighted average common shares outstanding....... 38,534 38,534
============ ============
Net income per share............................. $ .54 $ .39
============ ============
</TABLE>

See notes to pro forma consolidated financial statements.

F-3
<PAGE> 46

GLOBAL INDUSTRIES, LTD.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
PRO FORMA
---------------------------
HISTORICAL ADJUSTMENTS COMBINED
------------ -------- ------------
<S> <C> <C> <C>
Contract revenues................................ $ 122,763 $ 122,763
Cost of contract revenues........................ 88,626 88,626
------------ ------------
Gross profit..................................... 34,137 34,137
Equity in net earnings (loss) of unconsolidated
affiliate...................................... -- $ (1,245)(b) (1,245)
Selling, general and administrative expenses..... 6,564 6,564
------------ ------------
Operating income................................. 27,573 26,328
------------ ------------
Other income (expense):
Interest expense............................... (453) (115)(c) (568)
Other.......................................... 206 206
------------ ------------
(247) (362)
------------ ------------
Income before income taxes....................... 27,326 25,966
Provision for income taxes....................... 8,166 (35)(c) 8,131
------------ ------------
Net income....................................... $ 19,160 $ 17,835
============ ============
Weighted average common shares outstanding....... 39,476 39,476
============ ============
Net income per share............................. $ .49 $ .45
============ ============
</TABLE>

See notes to pro forma consolidated financial statements.

F-4
<PAGE> 47

GLOBAL INDUSTRIES, LTD.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

On December 23, 1996, Global acquired from a subsidiary of J. Ray
McDermott, S.A. a 49% ownership interest in CCC Fabricaciones y Construcciones,
S.A. de C.V. ("CCC"), a leading provider of offshore construction services in
Mexico, as well as the DB-21, a 400-foot combination pipelay derrick barge, a
crawler crane, a saturation diving system and approximately 21 acres of land
located adjacent to Global's facility in New Iberia, Louisiana (the "CCC
Acquisition"). Global also acquired from a subsidiary of J. Ray McDermott, S.A.
an option to purchase for $12.0 million the DB-15, a 400-foot combination
pipelay derrick barge currently chartered to CCC. The total purchase price for
the CCC Acquisition (including the exercise price of the option to purchase the
DB-15) was $38.0 million. The total purchase price includes $3.2 million
attributable to the 49% ownership interest in CCC which was financed with a
promissory note from the seller due March 15, 1997, with an interest rate of
approximately 8.0%. In addition, the Company (i) has loaned $23.0 million to CCC
to repay $15.0 million of existing indebtedness and for working capital needs
and (ii) has provided performance guarantees supporting approximately $50.0
million of CCC's existing indebtedness primarily relating to existing
construction projects in progress. The Company's 49% investment in CCC will be
accounted for under the equity method.

The acquisition of the 49% ownership interest in CCC was accounted for as a
business combination in accordance with APB 16. The accompanying pro forma
consolidated financial statements for the year ended March 31, 1996 and as of
and for the six months ended September 30, 1996 are based on the historical
consolidated financial statements of the Company for the periods presented,
adjusted to give effect to (1) the Company's acquisition of the 49% ownership
interest in CCC as of April 1, 1995 using the equity method of accounting and
the financing thereof and (2) the drawdown of $23.0 million under the Company's
revolving credit facility to fund advances to CCC which bear interest at an
annual rate approximating the rate prescribed in the revolving credit facility.
The accompanying pro forma consolidated financial statements are not necessarily
indicative of the results of operations or financial position that might have
been realized if this acquisition had occurred on the assumed date or the
results of operations or financial position to be realized in the future. These
pro forma consolidated financial statements should be read in conjunction with
the consolidated financial statements of the Company and notes thereto included
elsewhere in this Prospectus.

2. PRO FORMA ADJUSTMENTS

Pro forma entries necessary to adjust the historical consolidated financial
statements follow:

(a) To record the acquisition of the 49% ownership interest in CCC for
$3.2 million, the advances to CCC and the related borrowings.

(b) To record the Company's 49% share of the net loss of CCC (based on
the historical financial statements of CCC for the year ended December 31,
1995 and the six months ended June 30, 1996) under the equity method of
accounting ($5,570,000 and $1,130,000, respectively), adjusted to reflect
amortization (based on the straight-line method over ten years) of the
excess purchase price over the underlying book value of net assets acquired
($230,000 and $115,000, respectively).

(c) To record interest expense, net of interest income, and the
related income tax effect, based on an effective tax rate of 30%.

F-5
<PAGE> 48

GLOBAL INDUSTRIES, LTD.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

3. INVESTMENT IN UNCONSOLIDATED AFFILIATE

Following is a summary of the financial position of CCC as of June 30, 1996
and its results of operations for the year ended December 31, 1995 and the six
months ended June 30, 1996 (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
1996
--------
<S> <C>
Current assets.................................................... $ 86,811
Fixed assets, net................................................. 8,491
--------
Total...................................................... $ 95,302
========
Current liabilities............................................... $ 76,732
Long-term debt.................................................... 20,204
Shareholders' deficit............................................. (1,634)
--------
Total...................................................... $ 95,302
========
</TABLE>

<TABLE>
<CAPTION>
YEAR SIX
ENDED MONTHS
DECEMBER ENDED
31, JUNE 30,
1995 1996
--------- ---------
<S> <C> <C>
Revenues........................................... $ 109,852 $ 50,039
Gross profit....................................... 17,634 7,138
Administrative expenses............................ 10,134 5,109
Foreign exchange gains (loss), net................. (21,333) (346)
Interest expense, net.............................. 8,073 3,122
Other income (expense), net........................ 10,758 (787)
Net income (loss).................................. (11,367) (2,306)
</TABLE>

F-6
<PAGE> 49

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
of Global Industries, Ltd.

We have audited the accompanying consolidated balance sheets of Global
Industries, Ltd. and subsidiaries as of March 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended March 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Global Industries, Ltd. and
subsidiaries at March 31, 1996 and 1995, and the results of their operations and
their cash flows for each of the three years in the period ended March 31, 1996,
in conformity with generally accepted accounting principles.

As discussed in Note 4 to the consolidated financial statements, the
Company changed its method of accounting for income taxes in 1994.

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
May 31, 1996, except as to Notes 1 and 7 as to
which the date is August 7, 1996

F-7
<PAGE> 50

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
MARCH 31,
---------------------
1996 1995
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash............................................................... $ 5,430 $ 3,564
Short-term investments............................................. -- 45,840
Escrowed funds, Pioneer (Note 1)................................... 16,189 4,567
Receivables........................................................ 39,610 12,531
Prepaid expenses and other......................................... 3,825 1,058
-------- --------
Total current assets....................................... 65,054 67,560
-------- --------
ESCROWED FUNDS, Pioneer (Note 1)..................................... 4,768 16,888
PROPERTY AND EQUIPMENT, net (Notes 2, 3 and 6)....................... 126,295 72,605
OTHER ASSETS:
Deferred charges, net (Note 1)..................................... 5,453 1,334
Other.............................................................. 956 1,841
-------- --------
Total other assets......................................... 6,409 3,175
-------- --------
TOTAL...................................................... $202,526 $160,228
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current maturities of long-term debt (Note 3)...................... $ 1,048 $ 630
Accounts payable................................................... 19,364 4,670
Accrued liabilities................................................ 4,020 3,077
Accrued profit-sharing (Note 5).................................... 3,465 2,712
Insurance payable.................................................. 2,893 1,914
-------- --------
Total current liabilities.................................. 30,790 13,003
-------- --------
LONG-TERM DEBT (Note 3).............................................. 21,144 22,192
-------- --------
DEFERRED INCOME TAXES (Note 4)....................................... 14,898 10,972
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 6)
SHAREHOLDERS' EQUITY (Note 7):
Preferred stock.................................................... -- --
Common stock, issued and outstanding, 37,872,078 shares in 1996 and
37,780,036 shares in 1995....................................... 379 379
Additional paid-in capital......................................... 58,806 58,166
Retained earnings.................................................. 76,509 55,516
-------- --------
Total shareholders' equity................................. 135,694 114,061
-------- --------
TOTAL...................................................... $202,526 $160,228
======== ========
</TABLE>

See notes to consolidated financial statements.

F-8
<PAGE> 51

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
-------------------------------
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
Contract revenues (Note 8)................................... $148,376 $122,704 $80,646
Cost of contract revenues.................................... 107,361 84,632 56,419
-------- -------- -------
Gross profit................................................. 41,015 38,072 24,227
Selling, general and administrative expenses................. 12,233 9,549 8,334
-------- -------- -------
Operating income............................................. 28,782 28,523 15,893
-------- -------- -------
Other income (expense):
Interest expense........................................... (170) (183) (211)
Other...................................................... 1,516 2,383 722
-------- -------- -------
1,346 2,200 511
-------- -------- -------
Income before income taxes and cumulative effect of
accounting change.......................................... 30,128 30,723 16,404
Provision for income taxes (Note 4).......................... 9,135 11,368 6,069
-------- -------- -------
Income before cumulative effect of accounting change......... 20,993 19,355 10,335
Cumulative effect of accounting change for income taxes
(Note 4)................................................... -- -- 400
-------- -------- -------
Net income................................................... $ 20,993 $ 19,355 $10,735
======== ======== =======
Net income per share (Note 1)................................ $ .54 $ .53 $ .34
======== ======== =======
</TABLE>

See notes to consolidated financial statements.

F-9
<PAGE> 52

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
---------- ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE AT APRIL 1, 1993............... 30,901,000 $309 $ 26,565 $ 25,479 $ 52,353
Net income............................. -- -- -- 10,735 10,735
Amortization of unearned stock
compensation......................... -- -- 517 -- 517
Restricted stock forfeitures, net...... (42,500) -- -- -- --
Non-employee director awards........... 2,400 -- 13 -- 13
---------- ---- ------- ------- --------
BALANCE AT MARCH 31, 1994.............. 30,860,900 309 27,095 36,214 63,618
Net income............................. -- -- -- 19,355 19,355
Amortization of unearned stock
compensation......................... -- -- 324 -- 324
Restricted stock forfeitures, net...... (19,800) -- -- -- --
Non-employee director awards........... 2,400 -- 13 -- 13
Issuance of stock option awards........ -- -- 117 -- 117
Unearned stock compensation............ -- -- (117) -- (117)
Exercise of stock options.............. 36,536 -- 113 -- 113
Sale of common stock, net of
underwriting discounts and
commissions of $1,967................ 6,900,000 70 30,791 (53) 30,808
Offering costs associated with sale of
common stock......................... -- -- (170) -- (170)
---------- ---- ------- ------- --------
BALANCE AT MARCH 31, 1995.............. 37,780,036 379 58,166 55,516 114,061
Net income............................. -- -- -- 20,993 20,993
Amortization of unearned stock
compensation......................... -- -- 318 -- 318
Restricted stock issues, net........... 532 -- -- -- --
Non-employee director awards........... 4,000 -- 20 -- 20
Issuance of stock option awards........ -- -- 71 -- 71
Unearned stock compensation............ -- -- (71) -- (71)
Exercise of stock options.............. 87,510 -- 302 -- 302
---------- ---- ------- ------- --------
BALANCE AT MARCH 31, 1996.............. 37,872,078 $379 $ 58,806 $ 76,509 $135,694
========== ==== ======= ======= ========
</TABLE>

See notes to consolidated financial statements.

F-10
<PAGE> 53

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
--------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................. $ 20,993 $ 19,355 $ 10,735
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................ 11,422 7,808 4,951
(Gain) loss on sale of property and equipment........ 66 (731) (93)
Deferred income taxes................................ 3,926 5,080 2,340
Other................................................ 21 -- --
Changes in operating assets and liabilities:
Receivables........................................ (27,079) (2,568) 299
Prepaid expenses and other......................... (2,767) 338 (204)
Accounts payable and accrued liabilities........... 16,616 1,821 3,337
Accrued profit-sharing............................. 753 1,852 860
-------- -------- --------
Net cash provided by operating activities....... 23,951 32,955 22,225
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Short-term investments, net............................. 45,840 (26,003) (7,917)
Proceeds from sale of equipment......................... 323 1,154 290
Decrease (increase) in escrowed funds................... 498 (21,455) --
Additions to property and equipment..................... (63,758) (33,700) (17,198)
Additions to deferred charges........................... (5,524) (655) (1,385)
Other................................................... 864 (886) (640)
-------- -------- --------
Net cash used in investing activities........... (21,757) (81,545) (26,850)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt............................. (630) (212) (212)
Proceeds from issuance of long-term debt................ -- 20,852 --
Proceeds from sale of common stock, net................. 302 30,638 --
-------- -------- --------
Net cash provided by (used in) financing
activities.................................... (328) 51,278 (212)
-------- -------- --------
CASH:
Increase (decrease)..................................... 1,866 2,688 (4,837)
Beginning of year....................................... 3,564 876 5,713
-------- -------- --------
End of year............................................. $ 5,430 $ 3,564 $ 876
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-11
<PAGE> 54

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION -- Global Industries, Ltd. (the
"Company") provides construction services, including pipeline construction,
platform installation and removal and diving services, primarily to the offshore
oil and gas industry in the United States Gulf of Mexico and commencing in
fiscal 1996 offshore West Africa. 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.

The accompanying consolidated financial statements and the related notes
thereto have been adjusted to give retroactive effect to the two-for-one common
stock splits which became effective on August 7, 1996 and January 24, 1996.

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.

CASH -- Cash includes cash on hand, and demand deposits and money market
funds with banks.

SHORT-TERM INVESTMENTS -- The Company invests available cash in U.S.
Treasury Bills with maturities of less than one year and classifies these
investments as securities held to maturity. At March 31, 1995, the Company held
U.S. Treasury Bills with aggregate cost plus accretion of discount of $45.8
million, which approximated market value.

ESCROWED FUNDS, PIONEER -- Escrowed funds include net proceeds of $20.9
million realized from sale of U.S. Government Guaranteed Financing Bonds on
September 27, 1994, which were deposited into an escrow account with MARAD and
invested in U.S. Treasury Bills. The deposit plus undistributed interest earned
at March 31, 1996 and 1995 amounted to $21.0 million and $21.5 million
respectively, which approximates market value of the U.S. Treasury Bills. The
escrowed funds will become available to reimburse the Company for a portion of
the cash invested in constructing the Pioneer upon completion of the vessel. At
March 31, 1996 and 1995, the Company estimated that $16.2 million and $4.6
million respectively, of the cash invested in constructing the Pioneer will be
reimbursed from the escrowed funds upon completion of the vessel.

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

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

<TABLE>
<S> <C>
Marine barges, vessels and related equipment.................. 10-20 years
Machinery and equipment....................................... 5-12 years
Furniture and fixtures........................................ 5-12 years
Buildings..................................................... 15-30 years
Leasehold improvements........................................ 5-15 years
</TABLE>

Depreciation and amortization expense of property and equipment
approximated $9.7 million, $6.5 million and $3.8 million for the three years
ended March 31, 1996, respectively.

F-12
<PAGE> 55

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 $1.4 million, $0.9 million and $0.6 million for the three years
ended March 31, 1996, respectively.

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

FAIR VALUE OF FINANCIAL INSTRUMENTS -- The carrying value of the Company's
financial instruments, including cash, short-term investments, receivables,
payables, and certain accrued liabilities approximate fair market value due to
their short-term nature. The fair value of the Company's long-term debt at March
31, 1996 and 1995, based upon available market information, approximated $23.0
million and $22.7 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 offshore West Africa. 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.

NET INCOME PER SHARE -- Net income per share is computed by dividing net
income by the weighted average number of common shares outstanding adjusted to
give effect to the assumed exercise of dilutive stock options less the number of
treasury shares assumed to be purchased from the proceeds. The weighted average
number of common shares outstanding has been adjusted to give retroactive effect
to the two-for-one common stock splits which became effective on January 24,
1996 and August 7, 1996. The weighted average number of shares used in the
computation was 38,534,156 for 1996, 35,935,424 for 1995 and 31,165,860 for
1994.

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 reclassifications of prior year amounts have
been made to conform to the current year presentation. These reclassifications
have no impact on net income.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS -- During March 1995, the
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed of" ("SFAS No. 121"). SFAS No.
121 establishes accounting standards for recording the impairment of long-lived
assets, certain identifiable intangibles, goodwill, and assets to be disposed
of. The Company is required to adopt SFAS No. 121 effective for fiscal 1997.
Management believes that the implementation of SFAS No. 121 will not have a
material impact on the Company's consolidated financial statements.

F-13
<PAGE> 56

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and disclosure of stock-based compensation. Management does not expect the new
pronouncement to have an impact on the Company's consolidated financial
statements since the intrinsic value-based method prescribed by APB Opinion No.
25 and also allowed by SFAS No. 123 will continue to be used for the measurement
and recognition of stock-based compensation plans.

2. PROPERTY AND EQUIPMENT

Property and equipment at March 31, 1996 and 1995 is summarized as follows:

<TABLE>
<CAPTION>
FISCAL
---------------------
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Marine barges and vessels.................................... $ 98,105 $ 67,305
Machinery and equipment...................................... 17,796 13,052
Transportation equipment..................................... 2,305 2,125
Furniture and fixtures....................................... 2,109 1,548
Buildings and leasehold improvements......................... 3,763 3,724
Land......................................................... 980 967
Construction in progress..................................... 39,522 13,433
-------- --------
164,580 102,154
Less accumulated depreciation and amortization............... (38,285) (29,549)
-------- --------
Property and equipment -- net...................... $126,295 $ 72,605
======== ========
</TABLE>

3. FINANCING ARRANGEMENTS

Long-term debt at March 31, 1996 and 1995, consisted of the following:

<TABLE>
<CAPTION>
FISCAL
-------------------
1996 1995
------- -------
(IN THOUSANDS)
<S> <C> <C>
United States Government Guaranteed Ship Financing Bonds, 1978
Series dated December 1, 1978, payable in 50 semiannual
installments of $28,000 plus interest at 9.15%, maturing July
1, 2003, collateralized by a fully depreciated marine vessel
and related equipment........................................ $ 448 $ 504
United States Government Guaranteed Ship Financing Bonds, 1981
Series dated December 15, 1981, payable in 47 semiannual
installments of $78,000 with final installment of $46,000,
plus interest at 8.75%, maturing December 15, 2005,
collateralized by a fully depreciated marine vessel and
related equipment............................................ 1,310 1,466
United States Government Guaranteed Ship Financing Bonds, 1994
Series dated September 27, 1994, payable in 49 semiannual
installments, commencing as of January 15, 1996, of $418,000
with final installment of $370,000, plus interest at 8.30%,
maturing July 15, 2020, collateralized by escrowed funds and
the Pioneer vessel under construction and related equipment
with a net book value of $20.6 million at March 31, 1996..... 20,434 20,852
------- -------
22,192 22,822
Less current maturities........................................ 1,048 630
------- -------
Long-term debt, less current maturities........................ $21,144 $22,192
======= =======
</TABLE>

F-14
<PAGE> 57

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Annual maturities of long-term debt for each of the five fiscal years
following March 31, 1996, and in total thereafter follow (in thousands):

<TABLE>
<S> <C>
1997...................................................... $ 1,048
1998...................................................... 1,048
1999...................................................... 1,048
2000...................................................... 1,048
2001...................................................... 1,048
Thereafter................................................ 16,952
-------
Total........................................... $ 22,192
=======
</TABLE>

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.

Effective February 16, 1996, the Company obtained a $50.0 million Revolving
Line of Credit Agreement ("Loan Agreement") with a commercial bank to replace
its previous credit facility. The Loan Agreement allows for a maximum draw at
any one time of $25.0 million for general corporate purposes and $40.0 million
for construction or renovation of vessels, provided that the aggregate
outstanding principal amount shall never exceed $50.0 million. The revolving
credit facility of the Loan Agreement is available until January 1, 1998, at
which time the amount then outstanding becomes due and payable. Interest accrues
at the LIBOR Rate plus 1.8% (7.14375% at March 31, 1996) and is payable monthly.
Continuing access to the Revolving Line of Credit is conditioned upon the
Company remaining in compliance with the covenants of the Loan Agreement,
including the maintenance of certain financial ratios. At March 31, 1996, no
amounts were outstanding under the Loan Agreement and the Company was in
compliance with the covenants contained therein.

During fiscal 1995 the Company entered into a $20.0 million Revolving
Credit Agreement with a commercial bank, which was not utilized.

4. INCOME TAXES

The Company adopted SFAS No. 109, Accounting for Income Taxes effective
April 1, 1993. The cumulative effect on prior years of adopting SFAS No. 109 was
to increase net income by $400,000 ($0.01 per share) for the fiscal year ended
March 31, 1994.

The Company has provided for income taxes as follows:

<TABLE>
<CAPTION>
MARCH 31,
--------------------------------
1996 1995 1994
------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
U.S. Federal and State:
Current............................................. $ 3,309 $ 6,288 $ 3,329
Deferred............................................ 3,926 5,080 2,740
Foreign:
Current............................................. 1,900 -- --
------ ------- ------
Total....................................... $ 9,135 $ 11,368 $ 6,069
====== ======= ======
</TABLE>

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

F-15
<PAGE> 58

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Income before income taxes consisted of the following:

<TABLE>
<CAPTION>
MARCH 31,
----------------------------------
1996 1995 1994
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
United States....................................... $ 18,847 $ 30,723 $ 16,404
Foreign............................................. 11,281 -- --
------- ------- -------
Total..................................... $ 30,128 $ 30,723 $ 16,404
======= ======= =======
</TABLE>

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

<TABLE>
<CAPTION>
MARCH 31,
---------------------------------
1996 1995 1994
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Taxes at Federal statutory rate of 35%............... $ 10,545 $ 10,753 $ 5,741
Foreign income taxes at different rates.............. (2,048) -- --
Other................................................ 638 615 328
------- ------- ------
Total...................................... $ 9,135 $ 11,368 $ 6,069
======= ======= ======
</TABLE>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The tax effects of
significant items comprising the Company's net deferred tax balance as of March
31, 1996 and 1995, are as follows:

<TABLE>
<CAPTION>
FISCAL
-----------------------
1996 1995
-------- --------
(IN THOUSANDS)
<S> <C> <C>
Deferred Tax Liabilities:
Excess book over tax basis of property..................... $ 16,655 $ 16,218
Deferred charges........................................... 372 429
Other...................................................... 111 66
Deferred Tax Assets:
Reserves not currently deductible.......................... (1,399) (1,079)
Tax credit carryforwards................................... (841) (4,662)
------- -------
Net deferred tax liability................................... $ 14,898 $ 10,972
======= =======
</TABLE>

During fiscal year 1994, the Company entered into a Capital Construction
Fund Agreement with the United States of America, represented by the Secretary
of Transportation, acting through the Maritime Administrator. Under the
agreement, the Company may deposit funds based on qualifying taxable income in
the Capital Construction Fund Account ("CCFA") established under this agreement,
and withdraw from the CCFA to fund qualifying expenditures on qualified vessels
owned by the Company. Under current income tax rules qualifying deposits are
deductible in determining federal income taxes payable and qualifying
withdrawals reduce the Company's taxable basis in the applicable assets. During
fiscal years 1996 and 1995, the Company deposited $2.9 million and $24.5
million, respectively, into the CCFA and made qualifying withdrawals of $2.9
million and $24.5 million, respectively.

5. EMPLOYEE BENEFITS

The Company sponsors a defined contribution profit-sharing and 401(k) plan
that covers all employees who meet certain eligibility requirements. Company
contributions to the plan are made at the

F-16
<PAGE> 59

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

discretion of the Board of Directors and may not exceed 15% of the annual
compensation of each participant. Retirement plan expense was $1.6 million, $1.4
million and $1.0 million, respectively, for the three fiscal years ended March
31, 1996.

In addition, the Company has an incentive compensation plan which rewards
employees when the Company's financial results meet or exceed budgets. For
fiscal 1996 and 1995 the Company recorded incentive compensation expense of $2.0
million (distributable to 839 employees) and $2.4 million (distributed to 716
employees), respectively. No incentive compensation expense was recorded in
fiscal 1994.

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. Rent expense for the years ended March 31, 1996, 1995 and
1994, was $660,000, $448,000 and $395,000, respectively, (of which $47,000,
$40,000 and $43,000, 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 and purchase options.

Minimum rental commitments under leases having an initial or remaining
non-cancelable term in excess of one year for each of the five years following
March 31, 1996 and in total thereafter follow (in thousands):

<TABLE>
<S> <C>
1997........................................................ $ 665
1998........................................................ 663
1999........................................................ 720
2000........................................................ 623
2001........................................................ 601
Thereafter.................................................. 1,008
------
Total............................................. $ 4,280
======
</TABLE>

The Company holds an option to purchase the property which accounts for
approximately 40% of the total lease commitments.

LITIGATION -- 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.

On December 14, 1995, a shipyard filed suit against the Company seeking
$8.2 million in additional costs believed by it to be owed because of change
orders during construction of the Pioneer, and $5.0 million for disruption,
acceleration, and delay damages. The Company does not believe that the
shipyard's claims are valid and intends to vigorously defend the suit and
recover all amounts which it is legally entitled to recover. Management does not
believe that the ultimate resolution of the claims will have a material adverse
impact on the Company's consolidated financial statements.

CONSTRUCTION AND PURCHASES IN PROGRESS -- The Company estimates that the
cost to complete capital expenditure projects in progress at March 31, 1996
approximated $25.4 million, primarily for completion of the Pioneer and
construction of two liftboats, a launch barge and a cargo barge.

F-17
<PAGE> 60

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. SHAREHOLDERS' EQUITY

AUTHORIZED STOCK -- At March 31, 1996, the Company had authorized 5,000,000
shares of $0.01 par value Preferred Stock and 25,000,000 shares of $0.01 par
value Common Stock. Effective August 7, 1996 the Company amended its Articles of
Incorporation to increase the authorized number of shares of Preferred Stock and
Common Stock to 30,000,000 and 150,000,000 shares, respectively.

RESTRICTED STOCK AWARDS -- The Company's Restricted Stock Plan provides for
awards of shares of restricted stock to employees approved by a committee of the
Board of Directors. As of March 31, 1996, 1995 and 1994, 356,000 shares of
Common Stock, adjusted for the two-for-one common stock splits during January
1996 and August 1996, have been reserved for issuance under the plan, of which
205,476. 293,700 and 313,500 have been granted and are outstanding at March 31,
1996, 1995 and 1994, respectively. Shares granted under the plan vest 33 1/3% on
the third, fourth and fifth anniversary date of grant. During February 1996, 286
employees vested in 84,356 shares of Restricted Stock. At March 31, 1996, the
restricted stock awards were held by approximately 292 employees.

The fair market value of shares awarded under the plan has been recorded as
unearned stock compensation and is included in the accompanying financial
statements as a charge against Additional Paid-in Capital. The unearned stock
compensation is being amortized to operations over the vesting period of the
awards and amounted to approximately $228,000, $214,000 and $329,000 for fiscal
1996, 1995 and 1994, respectively.

STOCK OPTION PLAN -- The 1992 Stock Option Plan provides for grants of
incentive and nonqualified options to employees approved by a committee of the
Board of Directors. The number and exercise price of options granted is
determined by the committee; provided, however, that (1) the exercise price of
an incentive option may not be less than the fair market value of the shares
subject to the option on the date of grant, and (2) the exercise price of a
nonqualified option may not be less than 85% of the fair market value of the
shares subject to option on the date of grant. 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. The number of
shares authorized for issuance under the plan was increased from 2,000,000
shares to 3,600,000 shares during fiscal 1996. Changes in options outstanding
under the Company's Plan were as follows:

<TABLE>
<CAPTION>
AT 85% OF MARKET AT MARKET
------------------ -------------------
AVERAGE AVERAGE
SHARES PRICE SHARES PRICE
-------- ------- --------- -------
<S> <C> <C> <C> <C>
Outstanding on April 1, 1993................... 712,000 $ 3.08 100,000 $ 3.63
Granted........................................ 4,000 4.44 557,600 3.55
Surrendered.................................... (21,960) (3.08) -- --
------- ------ --------- ------
Outstanding on March 31, 1994.................. 694,040 3.09 657,600 3.56
Granted........................................ 142,800 4.52 626,800 4.92
Surrendered.................................... (29,720) (3.46) (330,800) (3.51)
Exercised...................................... (36,536) (3.08) -- --
------- ------ --------- ------
Outstanding on March 31, 1995.................. 770,584 3.34 953,600 4.47
Granted........................................ 92,000 4.39 682,000 6.39
Surrendered.................................... (49,868) (3.51) (86,000) (4.92)
Exercised...................................... (64,310) (3.08) (23,200) (4.46)
------- ------ --------- ------
Outstanding on March 31, 1996.................. 748,406 $ 3.48 1,526,400 $ 5.31
======= ====== ========= ======
Exercisable at March 31, 1996.................. 426,224 $ 3.17 256,480 $ 4.17
======= ====== ========= ======
</TABLE>

F-18
<PAGE> 61

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The $3.31 option grants vests 25% on the first four anniversary dates after
the grants. All other options vest 20% on the first five anniversary dates after
the grants. At March 31, 1996, options to purchase Common Stock were held by
approximately 343 employees.

The excess of the fair market value of shares subject to options granted
under the plan has been recorded as unearned stock compensation and is included
in the accompanying financial statements as a charge against Additional Paid-in
Capital. The unearned stock compensation is being amortized to operations over
the vesting period of the options and amounted to approximately $110,000,
$98,000 and $188,000 for fiscal 1996, 1995 and 1994, respectively.

UNEARNED STOCK COMPENSATION -- The balance of Unearned Stock Compensation
to be amortized in future periods was $422,000, $655,000 and $950,000 at March
31, 1996, 1995 and 1994, respectively.

NON-EMPLOYEE DIRECTOR STOCK PLAN -- The Non-Employee Director Stock Plan
provides that each director of the Company who is not an employee shall
automatically receive 2,000 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
annual award was raised from 1,200 shares to 2,000 shares at the 1995 Annual
Meeting. The plan specifies that a maximum of 40,000 shares of Common Stock may
be issued under the plan. As of March 31, 1996 and 1995, 8,800 and 2,400 shares,
respectively, have been awarded under the plan. Non-employee director stock
compensation expense was $20,000, $13,000 and $13,000 for fiscal years 1996,
1995 and 1994, respectively.

1995 EMPLOYEE STOCK PURCHASE PLAN -- Effective April 1, 1995, the Company
adopted the Global Industries, Ltd. 1995 Employee Stock Purchase Plan ("Purchase
Plan") which provides a method whereby substantially all employees may
voluntarily purchase a maximum of 1,200,000 shares of Common Stock of the
Company on favorable terms. Under the Purchase Plan, eligible employees may
authorize payroll deductions during a twelve-month period ("Option Period"),
which deductions are used at the end of the Option Period to acquire shares of
Common Stock at 85% of the fair market value of the Common Stock on the first or
last day of the Option Period, whichever is lower. For the year ended March 31,
1996, 145 employees purchased 100,038 shares at an average cost of $4.73 per
share.

8. MAJOR CUSTOMERS

Sales to various customers for the years ended March 31, 1996, 1995 and
1994, which amount to 10% or more of the Company's revenues, follow (dollars in
thousands):

<TABLE>
<CAPTION>
FISCAL
--------------------------------------------
1996 1995 1994
------------- ------------- ------------
AMOUNT % AMOUNT % AMOUNT %
------- --- ------- --- ------ ---
<S> <C> <C> <C> <C> <C> <C>
Customer A............................. $18,084 15%
Customer B............................. $17,508 12% 18,724 15 $9,784 12%
</TABLE>

F-19
<PAGE> 62

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INDUSTRY SEGMENT AND GEOGRAPHIC INFORMATION

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

<TABLE>
<CAPTION>
FISCAL
1996
--------------
(IN THOUSANDS)
<S> <C>
Contract Revenues:
Domestic............................................................ $114,807
West Africa......................................................... 33,569
--------
Total....................................................... $148,376
========
Operating Income:
Domestic............................................................ $ 17,547
West Africa......................................................... 11,235
--------
Total....................................................... $ 28,782
========
Identifiable Assets:
Domestic............................................................ $160,729
West Africa......................................................... 36,367
Corporate........................................................... 5,430
--------
Total....................................................... $202,526
========
</TABLE>

10. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Supplemental cash flow information for the three years ended March 31, 1996
follows:

<TABLE>
<CAPTION>
FISCAL
-------------------------------
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash Paid For:
Interest............................................. $ 1,560 $ 451 $ 207
Income Taxes......................................... 5,615 5,892 2,969
</TABLE>

F-20
<PAGE> 63

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The offshore marine construction industry in the Gulf of Mexico is highly
seasonal as a result of weather conditions and the timing of capital
expenditures by oil and gas companies. Historically, a substantial portion of
the Company's services has been performed during the period from June through
November. As a result, historically a disproportionate portion of the Company's
contract revenues and net income is earned during the second (July through
September) and third (October through December) quarters of its fiscal year. The
following is a summary of consolidated quarterly financial information for
fiscal 1996 and 1995:

<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------------
JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31,
-------- ------------- ------------ ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
FISCAL 1996:
Contract revenues.................... $ 31,795 $ 45,362 $ 32,431 $ 38,788
Gross profit......................... 8,722 15,541 9,226 7,526
Net income........................... 4,130 8,198 4,275 4,390
Net income per share................. 0.11 0.21 0.11 0.11
FISCAL 1995:
Contract revenues.................... $ 29,462 $ 43,642 $ 36,475 $ 13,125
Gross profit......................... 8,980 16,811 11,422 859
Net income........................... 4,240 8,967 5,963 185
Net income per share................. 0.13 0.24 0.15 0.01
</TABLE>

12. EVENTS SUBSEQUENT TO BALANCE SHEET DATE (UNAUDITED)

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. ("CCC"), a leading provider of offshore construction services in
Mexico, as well as the DB-21, a 400-foot combination pipelay derrick barge, a
crawler crane, a saturation diving system and approximately 21 acres of land
located adjacent to the Company's facility in New Iberia, Louisiana (the "CCC
Acquisition"). The Company also acquired from a subsidiary of J. Ray McDermott,
S.A. an option to purchase for $12.0 million the DB-15, a 400-foot combination
pipelay derrick barge currently chartered to CCC. The total purchase price for
the CCC Acquisition (including the exercise price of the option to purchase the
DB-15) was $38.0 million. In addition, the Company (i) has loaned $23.0 million
to CCC to repay $15.0 million of existing indebtedness and for working capital
needs and (ii) has provided performance guarantees supporting approximately
$50.0 million of CCC's existing indebtedness primarily relating to existing
construction projects in progress. The Company's investment in CCC will be
accounted for under the equity method.

Pro forma net income for the year ended March 31, 1996, assuming the
acquisition of the 49% ownership interest in CCC had occurred as of April 1,
1995, amounted to $15,033,000 ($.39 per share).

F-21
<PAGE> 64

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1996 1996
------------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash.......................................................... $ 6,337 $ 5,430
Escrowed funds, bond proceeds................................. 32,302 16,189
Receivables................................................... 54,782 39,610
Prepaid expenses and other.................................... 3,041 3,825
-------- --------
Total current assets.................................. 96,462 65,054
-------- --------
ESCROWED FUNDS, Bond Proceeds................................... 9,190 4,768
PROPERTY AND EQUIPMENT, net..................................... 158,228 126,295
OTHER ASSETS:
Deferred charges, net......................................... 8,007 5,453
Other......................................................... 3,000 956
-------- --------
Total other assets.................................... 11,007 6,409
-------- --------
TOTAL........................................................... $ 274,887 $ 202,526
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt.......................... $ 2,260 $ 1,048
Accounts payable.............................................. 28,938 19,364
Accrued liabilities........................................... 7,312 4,020
Accrued profit-sharing........................................ 4,875 3,465
Insurance payable............................................. 2,837 2,893
-------- --------
Total current liabilities............................. 46,222 30,790
-------- --------
LONG-TERM DEBT.................................................. 54,962 21,144
-------- --------
DEFERRED INCOME TAXES........................................... 17,898 14,898
-------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock............................................... -- --
Common stock, issued and outstanding, 38,123,528 and
37,872,078 shares.......................................... 381 379
Additional paid-in capital.................................... 59,754 58,806
Retained earnings............................................. 95,670 76,509
-------- --------
Total shareholders' equity............................ 155,805 135,694
-------- --------
TOTAL........................................................... $ 274,887 $ 202,526
======== ========
</TABLE>

See notes to consolidated financial statements.

F-22
<PAGE> 65

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
Contract revenues............................................... $ 122,763 $ 77,157
Cost of contract revenues....................................... 88,626 52,894
---------- ----------
Gross profit.................................................... 34,137 24,263
Selling, general and administrative expenses.................... 6,564 5,801
---------- ----------
Operating income................................................ 27,573 18,462
---------- ----------
Other income (expense):
Interest expense.............................................. (453) (87)
Other......................................................... 206 1,194
---------- ----------
(247) 1,107
---------- ----------
Income before income taxes...................................... 27,326 19,569
Provision for income taxes...................................... 8,166 7,241
---------- ----------
Net income...................................................... $ 19,160 $ 12,328
========== ==========
Weighted average common shares outstanding...................... 39,476,000 38,348,000
========== ==========
Net income per share............................................ $ .49 $ .32
========== ==========
</TABLE>

See notes to consolidated financial statements.

F-23
<PAGE> 66

GLOBAL INDUSTRIES, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
------------------------
1996 1995
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................................... $ 19,160 $ 12,328
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Depreciation and amortization................................. 8,233 5,530
Deferred income taxes......................................... 3,000 1,700
Other......................................................... 12 --
Changes in operating assets and liabilities (net of
acquisition):
Receivables................................................. (10,820) (27,962)
Prepaid expenses and other.................................. 1,382 (3,790)
Accounts payable and accrued liabilities.................... 8,867 11,244
-------- --------
Net cash provided by (used in) operating activities...... 29,834 (950)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment.............................. (31,309) (20,318)
Escrowed funds, bond proceeds.................................... (20,535) 301
Acquisition of business, net of cash acquired.................... (5,981) --
Additions to deferred charges.................................... (4,170) (235)
Other............................................................ 91 276
-------- --------
Net cash (used in) investing activities.................. (61,904) (19,976)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of employee stock options................. 833 125
Proceeds from issuance of long-term debt......................... 33,328 --
Repayment of long-term debt...................................... (1,184) (106)
-------- --------
Net cash provided by financing activities................ 32,977 19
-------- --------
CASH
Increase (decrease).............................................. 907 (20,907)
Beginning of period.............................................. 5,430 49,404
-------- --------
End of period.................................................... $ 6,337 $ 28,497
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net of amount capitalized......................... $ 393 $ 87
Income taxes paid................................................ 2,572 2,029
</TABLE>

See notes to consolidated financial statements.

F-24
<PAGE> 67

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BASIS OF PRESENTATION -- The accompanying unaudited consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries. The results of operations of Norman Offshore Pipelines, Inc. since
its acquisition on July 1, 1996, are included in the accompanying financial
statements.

In the opinion of management of the Company, all adjustments (such
adjustments consisting only of a normal recurring nature) necessary for a fair
presentation of the operating results for the interim periods presented have
been included in the unaudited consolidated financial statements. Operating
results for the periods ended September 30, 1996, are not necessarily indicative
of the results that may be expected for the year ending March 31, 1997. These
financial statements should be read in conjunction with Management's Discussion
and Analysis of Financial Condition and Results of Operations, and the Company's
audited consolidated financial statements and related notes thereto for the
fiscal year ended March 31, 1996 included elsewhere in this Prospectus.

On June 20, 1996, the Board of Directors, subject to shareholder approval
of an increase in the authorized number of shares of common stock, declared a
two-for-one common stock split expected to be distributed in the form of a stock
dividend by August 28, 1996 to shareholders of record on August 16, 1996. On
August 7, 1996, the shareholders approved an amendment to the Company's Articles
of Incorporation to increase the authorized number of shares of both common and
preferred stock from 25,000,000 shares to 150,000,000 shares and 5,000,000
shares to 30,000,000 shares, respectively. The accompanying 1995 financial
statements have been restated to reflect the above noted August 1996 stock split
as well as a previous two-for-one common stock split effected during January
1996.

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

The Company has under construction a 200-foot semi-submersible Swath (Small
Waterplane Area Twin Hull) dive support vessel named the Pioneer estimated to
cost approximately $24.0 million. Included in escrowed funds, bond proceeds at
September 30, 1996, is $21.0 million, representing proceeds from the sale of
ship bonds in September 1994, which will become available to the Company upon
completion and delivery of the Pioneer. The Pioneer has undergone sea trials and
is expected to be available for service during November 1996.

As previously reported, Aker Gulf Marine filed suit against the Company in
the U.S. District Court, Western District of Louisiana, Lafayette Division in
December of 1995 seeking $8.2 million in additional costs believed by it to be
owed because of change orders during construction and $5.0 million for
disruption, acceleration and delay damages. In August 1996 the Company reached
an agreement with Aker Gulf Marine, and took possession of the Pioneer which was
relocated to the Company's facility in Amelia, Louisiana where construction and
equipping of the vessel was completed. Under the terms of the agreement the
Company has been given clear title to the Pioneer in exchange for a cash payment
of $3.2 million and the posting of a $4.5 million bond in favor of Aker Gulf
Marine. Such amounts and release of the vessel are without prejudice to each
company's right to pursue claims against the other in pending litigation or
otherwise. The Company does not believe that Aker Gulf Marine's claims are valid
and is vigorously defending against them and does not believe that ultimate
resolution of the claims will have a material adverse impact on the Company's
consolidated financial statements.

F-25
<PAGE> 68

GLOBAL INDUSTRIES, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)

On April 10, 1996, the Company received authorization to issue United
States Guaranteed Ship Financing Bonds in connection with the construction of
two liftboats, a launch barge, and a cargo barge. The Ship Bonds, issued August
7, 1996, totaled $20.3 million, mature in 2022 and carry an interest rate of
7.25% per annum. The proceeds from the issuance of the bond are included in
escrowed funds, bond proceeds and will be available to the Company upon
completion and delivery of the liftboats and barges.

The Company estimates that the cost to complete capital expenditure
projects in progress at September 30, 1996 will be $88 million, including $55
million for the upgrade of the Hercules.

F-26
<PAGE> 69

NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDER OR ANY OF THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH
INFORMATION IS GIVEN IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.

---------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 7
The Company............................ 11
Use of Proceeds........................ 11
Capitalization......................... 12
Price Range of Common Stock............ 13
Dividend Policy........................ 13
Selected Consolidated Financial Data... 14
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 15
Business............................... 21
Management............................. 33
Principal Shareholders................. 35
Description of Capital Stock........... 36
Underwriting........................... 39
Legal Matters.......................... 41
Experts................................ 41
Available Information.................. 41
Incorporation of Certain Documents by
Reference............................ 42
Index to Consolidated Financial
Statements........................... F-1
</TABLE>

7,000,000 SHARES

GLOBAL
INDUSTRIES, LTD.

COMMON STOCK
($.01 PAR VALUE)

[GLOBAL INDUSTRIES LOGO]

SALOMON BROTHERS INC

HOWARD, WEIL, LABOUISSE, FRIEDRICHS
INCORPORATED

RAYMOND JAMES & ASSOCIATES, INC.

SCHRODER WERTHEIM & CO.

PROSPECTUS

DATED JANUARY 29, 1997