As  filed with the Securities and Exchange Commission on December
30, 1998

                                      Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                       _________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                       _________________

                    GLOBAL INDUSTRIES, LTD.
     (Exact name of registrant as specified in its charter)

  Louisiana                                       72-1212563
(State or other                                   (I.R.S. Employer
jurisdiction of                                   Identification No.)
incorporation                                           
or organization)                      


                                                         
                        107 Global Circle
                   Lafayette, Louisiana 70503
  (Address of principal executive offices, including zip code)

                      ____________________

                                
GLOBAL INDUSTRIES, LTD. NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
                                
                    (Full title of the plan)
                                
                                
                       Peter S. Atkinson
            Vice President, Chief Financial Officer
                       107 Global Circle
                   Lafayette, Louisiana 70503
            (Name and address of agent for service)

                         (318) 989-0000
 (Telephone number, including area code, of agent for service)

                            Copy to:

                        Jeffery B. Floyd
                     Vinson & Elkins L.L.P.
                      2300 First City Tower
                    Houston, Texas 77002-6760
                         (713) 758-2222
                      (713) 758-2346 (Fax)

                CALCULATION OF REGISTRATION FEE

                                                     
                                                     
 Title of    Amount to     Proposed      Proposed     Amount of
securities       be         maximum       maximum     registration
  to be      registered     offering     aggregate       fee
registered                   price        offering
                           per share*      price*
                                                     
                                                     
Common                                               
Stock,      25,000 shares     $5.28      $132,031       $37
$.01 par    
value

*Estimated,  solely for purposes of calculating the  registration
fee, in accordance with Rule 457(h) on the basis of the price  of
securities  of  the same class, as determined in accordance  with
Rule  457(c),  using  the  average of the  high  and  low  prices
reported  on the New York Stock Exchange for the Common Stock  on
December 22, 1998.


                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

  The  following  documents,  which  have  been  filed  with  the
Securities  and  Exchange Commission (the "Commission")  by  Global
Industries, Ltd, a Louisiana corporation (the "Company"), under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
(File No. 2-56600) are incorporated herein by reference and  made
a part hereof:

     (a)  Annual Report on Form 10-K for the year ended  March
          31, 1998;

     (b)  Quarterly Reports on Form 10-Q for the quarters ended
          June 30, 1998 and September 30, 1998; and

     (c)  description of the Company's Common Stock, par value
          $.01  per  share  ("Common  Stock"),  contained  in  the
          Registration  Statement on Form 8-A filed  pursuant  to
          Section 12 of the Exchange Act as declared effective by
          the Commission on February 10, 1993.

  All  documents filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d)  of the Exchange  Act  subsequent  to  the
effective  date  of  this Registration Statement,  prior  to  the
filing   of  a  post-effective  amendment  to  this  Registration
Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof  from the date of filing of such documents.  Any statement
contained herein or in any document incorporated or deemed to  be
incorporated by reference herein shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a  statement  contained  herein  or  in  any  other
subsequently  filed document which also is or  is  deemed  to  be
incorporated  by  reference herein modifies  or  supersedes  such
statement.   Any  such statement so modified or superseded  shall
not   be  deemed  to  constitute  a  part  of  this  Registration
Statement, except as so modified or superseded.

  The  Company will provide without charge to any person to  whom
a  copy  of this Registration Statement has been delivered,  upon
written  or  oral request, a copy of any or all of the  foregoing
documents  incorporated herein by reference (other than  exhibits
to   such   documents  unless  such  exhibits  are   specifically
incorporated by reference into such documents).  Requests  should
be  directed  to  Global  Industries, Ltd.,  107  Global  Circle,
Lafayette,  Louisiana   70503, Attention:   Secretary,  telephone
(318) 989-0000.

  The  audited  consolidated financial statements of the  Company
incorporated by reference in this Registration Statement, to  the
extent and for the periods indicated in their reports, have  been
audited by Deloitte & Touche LLP, independent public accountants,
and  are  incorporated by reference herein in reliance  upon  the
authority of said firm as experts in giving said reports.


Item 4.     Description of Securities.

  Not applicable.

Item 5.     Interests of Named Experts and Counsel.

  None.

Item 6.     Indemnification of Directors and Officers.

     The  Company has authority under Section 83 of the  Business
Corporation  Law  of  the  State of Louisiana  to  indemnify  its
officers, directors, employees and agents to the extent  provided
in  such statute. Article VI of the Company's Bylaws provides for
indemnification  of the Company's officers, directors,  employees
and  agents  to  the  fullest extent permitted  by  the  Business
Corporation Law of the State of Louisiana.

  The  Company  has entered into Indemnification Agreements  with
each  of  its  directors. The Indemnification Agreements  provide
that,  to  the  extent  the  Company  maintains  directors'   and
officers'  liability insurance policies, each  director  will  be
named  as  an  insured  under such policies. The  Indemnification
Agreements  also  provide that the Company  will  indemnify  each
director  against losses and expenses as a result of a  claim  or
claims made against him for any act, failure to act or neglect or
breach  of  duty, including any error, misstatement or misleading
statement committed, suffered, permitted or acquiesced in by  the
director, or any of the foregoing alleged by any claimant, or any
claim  against the director or executive officer solely by reason
of  him  being a director or officer of the Company,  subject  to
certain  exclusions. The Indemnification Agreements also  provide
certain procedures regarding the right to indemnification and for
the advancement of expenses.

  Section  24  of the Business Corporation Law of  the  State  of
Louisiana permits the limitation of directors' personal liability
to  the corporation or its shareholders for monetary damages  for
breach  of  fiduciary  duties  as a director  except  in  certain
situations  including the breach of a director's duty of  loyalty
or  acts or omissions not made in good faith. Article VI  of  the
Company's  Articles of Incorporation includes such  a  limitation
and  limits directors' personal liability to the extent permitted
by  Section 24. Article VI of the Company's Bylaws provides  that
the  Company may maintain insurance, at its expense,  to  protect
itself and any of its directors, officers, employees or agents or
any  person serving at the request of the Company as a  director,
officer,  employee or agent of another corporation,  partnership,
joint  venture, trust or other enterprise, against  any  expense,
liability  or  loss, whether or not the Company  would  have  the
power to indemnify such person against such expense, liability or
loss under the Louisiana Business Corporation Law.

  Insofar  as indemnification for liabilities arising  under  the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors,  officers or persons controlling the Company  pursuant
to  the foregoing provisions, the Company has been informed  that
in  the  opinion  of the Securities and Exchange Commission  such
indemnification  is  against public policy as  expressed  in  the
securities Act and is therefore unenforceable.


Item 7.     Exemption from Registration Claimed.

  Not applicable.

Item 8.     Exhibits.

  Unless  otherwise  indicated below  as  being  incorporated  by
reference  to another filing of the Company with the  Commission,
each of the following exhibits is filed herewith:

          
   4.1 -  Global   Industries,  Ltd.  Non-Employee   Directors
          Compensation Plan.
          
   4.2 -  Amended  and  Restated Articles of Incorporation  of
          the   Company   (incorporated   by   reference    to
          Exhibits  3.1  and 3.3 to the Company's  Registration
          Statement on Form S-1 (Registration No. 33-56600)).
          
   4.3 -  Bylaws of the Company (incorporated by reference  to
          Exhibit  3.2 to the Company's Registration  Statement
          on Form S-1 (Registration No. 33-56600)).
          
   5.1 -  Opinion of Vinson & Elkins L.L.P.
          
  23.1 -  Consent of Deloitte & Touche LLP.
          
  23.2 -  Consent  of  Vinson  &  Elkins L.L.P.  (included  in
          Exhibit 5.1).
          
  24.1 -  Powers  of Attorney (included on the signature  page
          to this Registration Statement).



                          UNDERTAKINGS

     The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  Registration
Statement:

          (a)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933, as amended (the
     "Securities Act");

          (b)   To  reflect in the prospectus any  facts  or
     events  arising  after  the  effective  date  of   this
     Registration  Statement  (or  the  most  recent   post-
     effective amendment hereof) which, individually  or  in
     the  aggregate, represent a fundamental change  in  the
     information  set forth in this Registration  Statement;
     and

          (c)   To  include  any material  information  with
     respect  to  the  plan of distribution  not  previously
     disclosed  in  this  Registration  Statement   or   any
     material   change   to   such   information   in   this
     Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply
if  the  information required to be included in a  post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  by the Company pursuant to Section 13 or Section 15(d)  of
the  Exchange  Act  that are incorporated by  reference  in  this
Registration Statement.

     (2)   That,  for  the purpose of determining  any  liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.

     (3)   To  remove  from  registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     (4)   That,  for  the purposes of determining any  liability
under  the  Securities Act, each filing of  the  Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act  (and,  where applicable, each filing of an employee  benefit
plan's  annual  report pursuant to Section 15(d) of  the  Exchange
Act)  that  is  incorporated by reference  in  this  Registration
Statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

     (5)   Insofar  as  indemnification for  liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons of the Company, the  Company  has  been
advised   that   in   the   opinion  of   the   Commission   such
indemnification  is  against public policy as  expressed  in  the
Securities  Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director,  officer or controlling person of the  Company  in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Company will, unless in
the  opinion  of  its  counsel the matter  has  been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it  meets all of the requirements for filing on Form S-8 and  has
duly  caused  this  Registration Statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on the 30th day of December, 1998.

                                   GLOBAL INDUSTRIES, LTD


                                   By: /s/ Peter S. Atkinson
                                        Peter S. Atkinson
                                        Vice President,Chief
                                        Financial Officer

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature appears below constitutes and appoints William J.  Dore'
and  Peter  S. Atkinson, or either of them, his true  and  lawful
attorney-in-fact and agent, with full power of substitution,  for
him  and in his name, place and stead, in any and all capacities,
to   sign   any  and  all  amendments  (including  post-effective
amendments) to this Registration Statement, and to file the  same
with  all  exhibits  thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent full power and authority  to
do  and  perform  each  and  every act and  thing  requisite  and
ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes may lawfully do or cause to  be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities indicated as of the 30th  day
of December, 1998.
                            
            Signature               Title
                            
                            
 /s/ William J. Dore'       Chairman of the Board, President
William J. Dore'            and Chief Executive Officer
                            (Principal Executive Officer)
                            
                            
 /s/ Peter S. Atkinson      Vice President, Chief Financial
Peter S. Atkinson           Officer
                            (Principal Financial and Accounting
                            Officer)
                            
                            
 /s/ James C. Day           Director
James C. Day
                            
                            
 /s/ Edward P. Djerejian    Director
Edward P. Djerejian
                            
                            
 /s/ Myron J. Moreau        Director
Myron J. Moreau
                            
                            
 /s/ Michael J. Pollock     Director
Michael J. Pollock





                         EXHIBIT INDEX
                                                         
                                                         
     
Exhibit                        Description
Number

                                                         
4.1    -  Global    Industries,    Ltd.    Non-Employee  
          Directors Compensation Plan.
                                                         
4.2    -  Amended    and    Restated    Articles     of  
          Incorporation  of  the Company  (incorporated
          by  reference to Exhibit 3.1 to the Company's
          Registration  Statement on  Form  S-1  (Regis
          tration No. 33-56600)).
                                                         
4.3    -  Bylaws   of  the  Company  (incorporated   by  
          reference  to  Exhibit 3.2 to  the  Company's
          Registration   Statement    on    Form    S-1
          (Registration No. 33-56600)).
                                                         
5.1    -  Opinion of Vinson & Elkins L.L.P.              
                                                         
23.1   -  Consent of Deloitte & Touche LLP.              
                                                         
23.2   -  Consent  of Vinson & Elkins L.L.P.  (included  
          in Exhibit 5.1).
                                                         
24.1   -  Power  of Attorney (included on the signature  
          page to this Registration Statement).




                      GLOBAL INDUSTRIES, LTD.

              NON-EMPLOYEE DIRECTORS COMPENSATION PLAN


                      1.  Purposes of the Plan

  The  Global  Industries,  Ltd. Non-Employee Directors  Compensation
Plan (the "Plan") is intended to provide a method for attracting  and
retaining  qualified  outside directors for Global  Industries,  Ltd.
(the "Company") and to encourage them to devote their best efforts to
the  business of the Company, thereby advancing the interests of  the
Company  and  its  shareholders.  The Plan shall be effective  as  of
September 1, 1998.

                   2.  Administration of the Plan

  The  Plan  shall be administered by the Board of Directors  of  the
Company, who is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, consistent with the provisions
of  the Plan, as he or she may deem advisable to carry out the  Plan.
All  expenses incurred in connection with the administration  of  the
Plan shall be borne by the Company.

           3.  Eligibility and Participation in the Plan

  (a)   Eligibility.   Each director of the Company  who  is  not  an
employee of the Company or any subsidiary or affiliate of the Company
(a "Non-employee Director") shall participate in the Plan.

  (b)   Conversion or Deferral of Director's Fees.  Each Non-employee
Director  may elect with respect to all or any designated portion  of
the  cash  director's fees, whether annual, periodic or special  (but
not  expense  reimbursements)  to be  earned  by  such  director  for
services rendered ("Cash Compensation") to (i) defer receipt  of  all
or  any  designated portion of his or her Cash Compensation  for  the
Service  Period (as defined below) or (ii) receive up to  $20,000  of
his  or  her  Cash Compensation for the Service Period in  shares  of
Common  Stock of the Company in each case by filing with the  Company
an  election in accordance with the terms of this Plan; provided that
if  any  Non-employee Director shall fail to elect  for  any  Service
Period  (other  than the initial Service Period) to  defer  to  Stock
Units  and/or  to  receive  Common Stock  in  lieu  of  current  Cash
Compensation  equal to at least $20,000 in the aggregate,  then  such
Non-employee  Director  shall be deemed to have  elected  to  receive
shares  of  Common Stock in lieu of Cash Compensation to  the  extent
necessary so that such Non-employee Directors total deferral to Stock
Units and conversions to Common Stock shall equal $20,000.

  (c)   Time  of  Making Elections.  Any election which may  be  made
under  the  Plan  shall be made with respect to a twelve  consecutive
month period ("Service Period") during which services are rendered by
an  eligible  director  and must be made  not  later  than  the  date
immediately  preceding the first day of such Service  Period  (or  if
later,  the  date  the  person is first elected  or  appointed  as  a
director).  On and after January 1, 1999, the Service Period for each
participant  shall commence on January 1 and end on  December  31  of
each  year.  As a result of the timing of the effective date  of  the
Plan,  the  Service Period for calendar 1998 shall be for the  period
commencing on September 15, 1998 and ending on December 31, 1998.

  (d)   Manner  of  Electing.  Each Non-employee  Director  may  make
elections  by giving written notice to the Company in the manner  and
form prescribed by the Secretary.  Such notice shall include:

       (i)  the  percentage,  if  any, of Cash  Compensation  to  be
            deferred;

       (ii) the percentage of the deferred compensation, if any, that
            will  be deferred into each of the "Cash Fund" and "Stock
            Units;"

       (iii)an  election  of  the time and manner of payment  of  any
            deferred  compensation in accordance with paragraph  5(a)
            of the Plan; and

       (iv) the  percentage, if any, of Cash Compensation to be  paid
            in shares of Common Stock.

  (e)   Nature of Elections.  A participant's election for a  Service
Period  shall  continue  in effect for future Service  Periods  until
modified or revoked by written notice to the Company from such partic
ipant.   Any  such  modification  or revocation  shall  be  effective
prospectively only from the first day of the Service Period following
the  giving  of  such  notice.  A modification or  revocation  of  an
existing election shall be made in the manner and form prescribed  by
the Secretary.

                 4.  Deferred Compensation Accounts

  (a)    Establishment  of  Deferral  Accounts.   The  Company  shall
establish  a deferred compensation bookkeeping account (the "Deferral
Account") for each Non-employee Director.

  (b)  Amounts Deferred to Cash Fund.  For Cash Compensation deferred
to  the  Cash Fund, the Deferral Account will be credited (i) at  the
time  such amount would otherwise be payable, with the amount of  any
Cash  Compensation receipt of which the participant  has  elected  to
defer to the Cash Fund, and (ii)  at the end of each calendar quarter
(or  the date of any valuation in the event of a payment prior to the
end of a quarter), as additional deferred fees, a dollar amount equal
to  simple interest calculated based upon the prime rate published in
The  Wall Street Journal on the last business day of such quarter (or
of  the last preceding quarter in the event of a payment prior to the
end  of  a  quarter)  ("Interest Equivalents") on the  average  daily
balance during such quarter of such Deferral Account deferred to  the
Cash Fund.

  (c)   Amounts  Deferred to Stock Units. (1) For  Cash  Compensation
deferred to Stock Units, the Deferral Account will be credited (i) at
the  time  such amount would otherwise be payable, with a  number  of
Stock  Units  equal to the number of shares of Common  Stock  of  the
Company which theoretically could have been purchased with such  Cash
Compensation receipt of which the participant has elected to defer to
Stock  Units,  based upon the average of the closing  prices  of  the
Common Stock of the Company on the twenty trading days preceding such
date,  and (ii) on each date on which a cash dividend is paid on  the
Common  Stock of the Company, with a number of Stock Units  equal  to
the   number  of  shares  of  Common  Stock  of  the  Company   which
theoretically could have been purchased with the amount of  dividends
payable  on a number of shares equal to the number of Stock Units  in
the  participant's Deferral Account on the day preceding the  payment
of such dividend, based upon the average of the closing prices of the
Common Stock of the Company on the twenty trading days preceding  the
date  of  payment of the dividend.  (2) If, and whenever, the Company
shall  effect a subdivision or consolidation of the Common  Stock  of
the Company or the payment of a stock dividend on the Common Stock of
the  Company,  (i)  in  the event of an increase  in  the  number  of
outstanding shares of the Common Stock of the Company, the number  of
Stock Units credited to each participant's Deferral Account shall  be
proportionately increased and (ii) in the event of a reduction in the
number  of  outstanding shares of Common Stock of  the  Company,  the
number of Stock Units credited to each participant's Deferral Account
shall  be  proportionately reduced.  In the event of stock dividends,
spin  offs of assets or other extraordinary dividends, stock  splits,
recapitalizations,    mergers,    consolidations,    reorganizations,
liquidations,  combinations,  exchanges,  issuances  of   rights   or
warrants  and  similar transactions or events not otherwise  provided
for  in the preceding sentence, any outstanding Stock Units shall  be
subject to adjustment by the Board of Directors of the Company in its
discretion  as  to  the  number of shares of Common  Stock  or  other
consideration  comprising  a Stock Unit.  Subject  to  adjustment  as
provided  in  the preceding sentence, each Stock Unit  shall  be  the
equivalent  of  one  share of Common Stock of  the  Company  for  all
purposes  under the Plan.  Stock Units shall exist only for  purposes
of  the  Plan and matters related thereto, and in no event shall  any
participant have any right to receive any actual share of Common  (or
other security) of the Company by reason thereof or have any right as
a stockholder of the Company by reason thereof.

  (d)   Annual  Statement.  As promptly as practicable following  the
close  of  each calendar year, a statement will be provided  to  each
participant  showing  the  balance  of  such  participant's  Deferral
Account  as of the most recent December 31.

                    5.  Payment of Deferred Fees

  (a)   Payment Election Generally.  Prior to the first day  of  each
Service  Period, a participant shall elect, subject to the provisions
of  Paragraphs  (b), (c) and (d) below, the time (which  may  not  be
prior to the date which is six months after he or she ceases to be  a
member  of the Board) and the manner (which may either be a lump  sum
payment or semi-annual installment payments over a specified term not
to  exceed  10 years) for payment of amounts credited to his  or  her
Deferral  Account  during such Service Period.   Any  such  elections
regarding  the  time and manner of payment of amounts credited  to  a
participant's  Deferral Account shall be irrevocable once  made.   In
the  absence  of  direction by a participant regarding  the  time  or
manner  of payment of amounts credited to his or her Deferral Account
during a particular Service Period, such amounts shall be distributed
in  accordance  with  the election made in the  most  recent  written
notice  provided  pursuant  to paragraph 3(d)  for  a  prior  Service
Period.

  (b)  Payment Upon Death.  In the event of a participant's death  or
termination of service due to illness or disability, the  balance  of
such  participant's Deferral Account, computed as of the date of  his
or  her death or termination of service due to illness or disability,
shall  be  paid  in one lump sum to the participant  or  his  or  her
designated  beneficiary, as the case may be, as  soon  as  reasonably
possible.   A  participant,  by written  instrument  filed  with  the
Company  in  such manner and form as it may prescribe, may  designate
one  or more beneficiaries to receive payment of the amounts credited
to his or her Deferral Account in the event of his or her death.  Any
such  beneficiary designation may be changed from time to time  prior
to  the  death  of the participant.  In the absence of a  beneficiary
designation  on file with the Company at the time of a  participant's
death,  the  executors  or administrator of the participant's  estate
shall be deemed to be his or her designated beneficiary.

  (c)   Payment  Upon  Plan Termination.  In the event  the  Plan  is
terminated by the Company, the balance of each participant's Deferral
Account,  computed as of the day immediately following the  six-month
anniversary of the date of such Plan termination, shall  be  paid  to
such  participant in one lump sum as soon as practicable  after  such
date.

  (d)    Payment  Upon  Change  of  Control.   With  respect  to  any
participant  that  ceases to be a director of  the  Company  (or  any
successor)  as a result of or in connection with a change of  control
that  is  not  approved, recommended and supported by at  least  two-
thirds  of the directors that were also directors prior to the  occur
rence   of  any  such  change  of  control,  the  balance   of   such
participant's Deferral Account, computed as of the later of the  date
such  participant ceases to be a director of the Company or the  date
of  such change of control, shall be paid to such participant in  one
lump  sum  as  soon  as practicable, but no later  than  thirty  days
following  such date.  For purposes of the Plan, "change of  control"
shall be deemed to have occurred if:

       (1)   any person (within the meaning of Section 13(d) or 14(d)
  under  the  Securities  Exchange  Act  of  1934,  as  amended  (the
  "Exchange  Act"),  including  any  group  (within  the  meaning  of
  Section 13(d)(3) under the Exchange Act), a "Person"), becomes  the
  "beneficial  owner"  (as  such  term  is  defined  in  Rule   13d-3
  promulgated  under  the Exchange Act), directly or  indirectly,  of
  securities  of  the Company (such person being referred  to  as  an
  "Acquiring Person") representing 50% or more of the total number of
  votes  that  may be cast for the election of directors  other  than
  beneficial  ownership by (i) the Company or any subsidiary  of  the
  Company,  (ii)  any  employee benefit plan of the  Company  or  any
  person organized, appointed or established pursuant to the terms of
  any  such  employee benefit plan (unless such plan or person  is  a
  party  to  or is utilized in connection with a transaction  led  by
  Outside  Persons),  or  (iii)  William  J.  Dore'  or  any   person
  controlling, controlled by or under common control with William  J.
  Dore'; or

       (2)  as a result of, or in connection with, any cash tender or
  exchange  offer,  merger  or other business  combination,  sale  of
  assets or contested election of directors or any combination of the
  foregoing  transactions (a "Transaction"),  the  persons  who  were
  directors  before  the  Transaction shall  cease  to  constitute  a
  majority  of the Board of Directors of the Company or any successor
  thereto.

       For  purposes of clause (1) above, the term "Outside  Persons"
  means  any persons other than Persons described in clauses (1)  (i)
  or  (iii)  above or members of senior management of the Company  in
  office  immediately prior to the time the Acquiring Person acquires
  the beneficial ownership described in clause (1).

  The  determination  of  whether a change of control  has  occurred,
whether such change of control was approved, recommended or supported
by  two-thirds of the directors prior to, and with respect  to,  such
change of control and whether any participant ceased to be a director
of  the  Company as a result of or in connection with such change  of
control shall be made by the Board of Directors as existing at  least
six  months prior to the occurrence of such change of control and its
determination shall be final.

  (e)  Conversion of Deferral Accounts for Purposes of Payment.  If a
participant  has  elected to receive payment of his or  her  Deferral
Account  in a lump sum pursuant to Paragraph (a) above, the value  of
his or her Deferral Account shall be determined as of the last day of
the  month preceding the time which he or she has elected to  receive
such  payment and an amount equal to such value shall be paid to  the
participant.  If such participant has elected to have any portion  of
his or her Deferral Account credited based on Stock Units pursuant to
Paragraph  4(c),  the value of such portion of his  or  her  Deferral
Account shall be based upon the average of the closing prices of  Com
mon  Stock  of  the Company on the twenty trading days preceding  the
date  of  the  valuation.  If a participant has  elected  to  receive
payment  of  his or her Deferral Account in installments pursuant  to
paragraph  (a) above (i) with respect to any portion of  his  or  her
Deferral  Account  deferred to the Cash Fund  pursuant  to  paragraph
4(b),  the value of such portion of his or her Deferral Account shall
be  determined  as  of the last day of the month preceding  the  time
which  he or she has elected to commence receiving such payments  and
an  amount equal to the value of such portion of his or her  Deferral
Account  multiplied by a fraction, the numerator of which is one  and
the  denominator of which is the aggregate number of  payments  which
the  participant  elected,  shall be  paid  as  of  each  semi-annual
payment; provided, however, that any balance credited to such portion
of  such participant's Deferral Account shall continue to be credited
with Interest Equivalents pursuant to paragraph 4(b), except that the
Interest  Equivalents  so  credited shall be  paid  directly  to  the
participant,  and  (ii) with respect to any portion  of  his  or  her
Deferral  Account credited based on Stock Units pursuant to paragraph
4(c),  the  number  of Stock Units credited to his  or  her  Deferral
Account shall be determined as of the last day of the month preceding
the  time  which  he  or she has elected to commence  receiving  such
payments  and each subsequent time for payment thereafter,  and  such
number  shall be multiplied by a fraction, the numerator of which  is
one  and the denominator of which is the remaining number of payments
which  the participant elected, and an amount equal to the  value  of
the  resulting number of Stock Units, based upon the average  of  the
closing  prices of Common Stock of the Company on the twenty  trading
days  preceding  such  date, shall be paid to such  participant.   If
Paragraphs  (b), (c) or (d) above apply, the value of a participant's
Deferral Account shall be determined as of the date specified in  the
applicable  paragraph  and the value of any portion  of  his  or  her
Deferral  Account  deferred to Stock Units shall be  based  upon  the
average of the closing prices of Common Stock of the Company  on  the
twenty  trading days preceding such date and an amount equal to  such
aggregate value of his or her Deferral Account shall be paid  to  the
participant or his or her designated beneficiary.

  (f)   Form of Payment.  All payments under the Plan shall be solely
in  the  form  of  cash.   Without limiting  the  generality  of  the
foregoing,  nothing  in  the Plan shall be construed  as  giving  any
participant any rights as a holder of common stock or any other  equi
ty  security  of  the  Company  as a  result  of  such  participant's
participation  in this Plan or his or her election to credit  his  or
her Deferral Account with Stock Units.

  (g)   Debiting of Deferral Accounts.  Once an amount has been  paid
to  a participant or his or her beneficiary, such amount or the Stock
Units  equivalent  thereof shall be debited  from  the  participant's
Deferral Account.

               6. Unforeseeable Financial Emergencies

  (a)   Unforeseeable Financial Emergencies.  For  purposes  of  this
paragraph  6,  an "Unforeseeable Financial Emergency" shall  mean  an
unexpected  need  of a participant for cash that (i)  arises  from  a
sudden and unexpected illness or accident of the participant or of  a
dependent of a participant, loss of the participant's property due to
casualty,  or  similar extraordinary and unforeseeable  circumstances
arising as a result of events beyond the control of such participant,
(ii) would result in severe financial hardship to such participant if
his  deferral  election was not canceled pursuant to  paragraph  6(b)
and/or  if  a  benefit  payment pursuant to paragraph  6(c)  was  not
permitted,  and  (iii)  is  not  reasonably  satisfiable  from  other
resources  of such participant.  Cash needs arising from  foreseeable
events,  such  as the purchase of a house or education  expenses  for
children,   shall  not  be  considered  to  be  the  result   of   an
Unforeseeable Financial Emergency.  Further, cash needs which may  be
relieved  (1)  through reimbursement or compensation by insurance  or
otherwise,  (2)  by liquidation of the participant's assets,  to  the
extent  the liquidation of such assets would not itself cause  severe
financial  hardship or (3) by cessation of deferrals under  the  Plan
shall  not  be  considered to be Unforeseeable Financial Emergencies.
The  Board  of  Directors of the Company shall have the authority  to
require a participant to provide such proof as it deems necessary  to
establish the existence of such participant's Unforeseeable Financial
Emergency.

  (b)   Suspension  of  Deferrals.  In the event that  the  Board  of
Directors  of  the Company, upon written petition of  a  participant,
determines in its sole discretion that such participant has  suffered
an  Unforeseeable Financial Emergency or that such participant  will,
absent  termination of such participant's deferral election  then  in
effect  under the Plan, suffer an Unforeseeable Financial  Emergency,
then  such  participant's deferral election then in effect,  if  any,
shall  be  terminated as soon as administratively  practicable  after
such  determination.  A participant whose deferral election has  been
so  terminated  may  again  elect to defer  a  portion  of  his  cash
director's  fees, effective as of any subsequent Service Period  that
begins  at  lest  six  months  after  the  effective  date  of   such
termination,  by  executing and delivering  to  the  Company   a  new
deferral election prior to the start of such Service Period.

  (c)   Emergency Benefit Payment.  In the event that  the  Board  of
Directors  of  the Company, upon written petition of  a  participant,
determines in its sole discretion that such participant has  suffered
an  Unforeseeable  Financial Emergency,  such  participant  shall  be
entitled  to a benefit in an amount not to exceed the lesser  of  (i)
the  amount  determined by the Board of Directors of the  Company  as
necessary   to   meet  such  participant's  needs  created   by   the
Unforeseeable  Financial Emergency, or (ii) the then  value  of  such
participant's  Deferral Account that is deferred to  the  Cash  Fund.
Such benefit shall be paid in a single lump sum, cash payment as soon
as  administratively practicable after the Board of Directors of  the
Company  has made its determinations with respect to the availability
and  amount  of  such benefit.  If a participant's  Deferral  Account
contains  more than one election with respect to the time and  manner
in  which  amounts credited thereto will be paid to such participant,
such  benefit  shall  be considered to have been distributed,  first,
from amounts with respect to which the earliest distribution would be
made  pursuant to paragraph 5(a), then, from amounts with respect  to
which  the  next  earliest distribution would  be  made  pursuant  to
paragraph  5(a),  and continuing in such manner until  all  available
amounts have been exhausted.

        7.  Stock Acquisitions in Lieu of Cash Compensation

  (a)   Shares Subject to the Plan.  The maximum number of shares  of
Common  Stock that may be issued under the Plan is 25,000 subject  to
adjustment  as  provided in paragraph (c) below.   Shares  of  Common
Stock  issued pursuant to the Plan may be shares of original issuance
or treasury shares or a combination of the foregoing, as the Board of
Directors,  in  its  discretion, shall from time to  time  determine;
provided, however, that if the rules of any stock exchange  or  stock
market  on  which  the  shares of Common  Stock  are  listed  require
stockholder  approval of the Plan as a prerequisite  for  listing  on
such  stock exchange or stock market shares of Common Stock  issuable
under  the Plan, then, unless and until such stockholder approval  is
obtained,  all  shares of Common Stock issued pursuant  to  the  Plan
shall be treasury shares.

  (b)   The percentage of the Cash Compensation to be paid in  shares
of  Common Stock shall not be paid in cash, but in lieu thereof shall
be   paid  by  the  transfer  of  shares  of  Common  Stock  to  such
Non-employee Director.  On the last day of each Service Period,  each
Non-employee  Director who has elected to receive a  portion  of  the
Cash  Compensation in shares pursuant to the terms  of  this  section
shall  automatically  and without necessity  of  any  action  by  the
Company,  be  entitled  to receive shares of Common  Stock  for  such
percentage  of  the  Cash  Compensation pursuant  to  the  terms  and
conditions  of  the Plan.  For purposes of the Plan,  the  number  of
Shares  shall be determined by dividing (A) the amount  of  the  Cash
Compensation to be paid in shares by (B) the average of  the  closing
prices  of the Common Stock on the twenty trading days preceding  the
last day of the applicable Service Period.  If on the last day of any
Service  Period  the  number  of shares  otherwise  issuable  to  the
Non-employee  Directors hereunder would exceed the number  of  shares
then  remaining available under the Plan, the available shares  shall
be  allocated among the Non-employee Directors in proportion  to  the
number of shares they would otherwise be entitled to receive, and the
remainder  of  the Cash Compensation shall be payable  in  cash.   No
fraction of a share shall be issued by the Company pursuant  to  this
paragraph  (b),  but in lieu thereof each Non-employee  Director  who
would  otherwise be entitled to a fraction of a share of Common Stock
shall  be  paid an amount in cash equal to the value of such fraction
of a share based upon the average of the closing prices of the Common
Stock  on  the  twenty trading days preceding the  last  day  of  the
applicable Service Period.

  (c)   Capital Adjustments.  The maximum number of shares of  Common
Stock  subject  to  the  Plan  shall be proportionately  adjusted  to
reflect   any  dividend  or  other  distribution  on  the   Company's
outstanding shares of Common Stock payable in shares of Common  Stock
or  any  split or consolidation of the outstanding shares  of  Common
Stock.  If the Company's outstanding shares of Common Stock shall, in
whole  or  in  part, be changed into or exchangeable for a  different
class  or  classes  of  securities of the Company  or  securities  of
another   corporation,  whether  through  recapitalization,   merger,
consolidation,  reorganization or otherwise,  then  (subject  to  the
powers  of the Board to amend the Plan in whole or in part the shares
which  each Non-employee Director is entitled to receive on the  last
day  of any Service Period pursuant to paragraph (b) shall thereafter
be  paid  in  the  class,  or  proportionately  in  the  classes,  of
securities  into which the outstanding shares of Common  Stock  shall
have  been  converted  or for which they are  exchangeable,  and  the
maximum  amount of securities issuable under the Plan  shall  be  the
number  of  securities into or for which such  number  of  shares  of
Common Stock would be changed or exchangeable.

  (d)   Rights  as  a  Stockholder.  Prior to  the  issue  date,  the
Non-employee  Director  shall have no rights as  a  stockholder  with
respect  to  shares  of Common Stock to be issued hereunder.   Shares
issued  to Non-employee Directors hereunder shall be fully vested  on
the issue date notwithstanding any subsequent cessation of the status
of the participant as a Non-employee Director.

  (e)   Issuance  of Certificates and Withholding.   As  promptly  as
practicable  following  the  last day of  each  Service  Period,  the
Company shall issue stock certificates registered in the name of each
Non-employee  Director  who  is  entitled  to  receive   the   shares
representing  the  number  of  whole shares  determined  pursuant  to
paragraph   (b),   and  shall  deliver  such  certificates   to   the
Non-employee Director or his or her beneficiary.

  The Company may make such provisions as it may deem appropriate for
the  withholding  of  any federal, state or  local  taxes  which  the
Company determines it is required to withhold.

  (f)   Compliance with the Securities Act of 1933.  The Company  has
no obligation to register the shares of Common Stock issued hereunder
under  the  Securities  Act of 1933.  Each  recipient  of  shares  by
accepting  such shares acknowledges that he or she is  acquiring  the
shares  for  investment and not with a view to  distribution  and  in
addition to any other restriction on transfer provided hereunder, the
shares may not be transferred except pursuant to the requirements  of
Rule  144  including the holding period thereunder,  other  available
exemption from registration, or an effective registration statement.

         8.  Prohibition Against Assignment or Encumbrance

  No right, title, interest or benefit hereunder shall ever be liable
for  or charged with any of the torts or obligations of a participant
or a person claiming under a participant, or be subject to seizure by
any  creditor  of  a  participant or  any  person  claiming  under  a
participant.   No  participant  or  any  person  claiming   under   a
participant  shall  have the power to anticipate or  dispose  of  any
right, title, interest or benefit hereunder in any manner until  same
shall  have been actually distributed free and clear of the terms  of
the Plan.

                       9.  Nature of the Plan

  The Plan and any election agreements executed thereunder constitute
an  unfunded, unsecured liability of the Company to make payments  in
accordance with the provisions hereof, and neither a participant  nor
any person claiming under the participant shall have any security  or
other interest in any specific assets of the Company by virtue of the
Plan.   Neither  the  establishment of the  Plan,  the  crediting  of
amounts to Deferral Account nor the setting aside of any funds  shall
be  deemed to create a trust.  The Company at its election  may  fund
the  payment  of  benefits  under  the  Plan  by  setting  aside  and
investing,  in an account on the Company's books, such funds  as  the
Company  may from time to time determine.  Legal and equitable  title
to  any  funds  so  set  aside shall remain in the  Company,  and  no
participant shall have any security or other interest in such  funds.
Any  funds  so  set aside shall remain subject to the claims  of  the
creditors of the Company, present and future.

               10.  Amendment and Termination of Plan

  The  Company shall have the right to alter or amend the Plan or any
part thereof from time to time, except the Company shall not make any
alteration  or  amendment  which  would  impair  the  rights   of   a
participant  with  respect to amounts theretofore  credited  to  that
participant's Deferral Accounts.  The Company may terminate the  Plan
at  any time.  If not sooner terminated under the provisions of  this
paragraph,  the  Plan shall terminate as of the  date  on  which  all
amounts theretofore credited to Deferral Accounts have been paid.

                        11.  Laws Governing

  The  Plan and any documents executed in connection therewith  shall
be construed in accordance with and governed by the laws of the State
of Texas.



                                                         Exhibit 5.1


                          Vinson & Elkins
                          ATTORNEYS AT LAW

                       VINSON & ELKINS L.L.P.
                       2300 FIRST CITY TOWER
                         1001 FANNIN STREET
                     HOUSTON, TEXAS 77002-6760
                      TELEPHONE (713) 758-2222
                         FAX (713) 758-2346

WRITER'S TELEPHONE                                       WRITER'S FAX
(713) 758-2194                                          (713) 615-5660

                        December 28, 1998


Global Industries, Ltd.
107 Global Circle
Lafayette, Louisiana  70503

Gentlemen:

  We have acted as counsel for Global Industries, Ltd., a Louisiana
corporation  (the "Company") in connection with  the  filing  of  a
Registration  Statement on Form S-8 (the "Registration Statement"),
under  the Securities Act of 1933, as amended (the "Act"), relating
to  the  issuance  of up to 25,000 shares of the  Company's  Common
Stock, $.01 par value per share (the "Shares"), which may be issued
under   the   Global   Industries,  Ltd.   Non-Employee   Directors
Compensation Plan (the "Directors Plan").

  In connection with the opinion expressed herein, we have examined
such  certificates,  instruments and documents  and  reviewed  such
questions  of  law as we have considered necessary or  appropriate.
In  rendering this opinion we have relied, as to factual maters, on
such certificates and other communications of public officials  and
officers of the Company as we have deemed necessary or appropriate.

  Based  upon the foregoing examination and review, we are  of  the
opinion  that  the  Shares to be issued pursuant to  the  Directors
Plan,  have  been duly authorized for issuance and,  when  (a)  the
Registration  Statement has become effective  under  the  Act,  and
(b)  the pertinent provisions of any state securities laws, as  may
be  applicable,  have been complied with, and (c)  the  Shares  are
issued  in  accordance with the terms of the Directors'  Plan  such
Shares will be validly issued, fully paid and nonassessable.

  We  hereby consent to the filing of this opinion as an exhibit to
the  Registration  Statement.  In giving this consent,  we  do  not
hereby  admit  that  we are within the category  of  persons  whose
consent  is required under Section 7 of the Act and the  rules  and
regulations of the Securities and Exchange Commission thereunder.

                           Very truly yours,

                           /s/ Vinson & Elkins L.L.P.

                           VINSON & ELKINS L.L.P.





                                                     Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT

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


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
December 29, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 52270}]
{"company-data": {"conformed-name": "GLOBAL INDUSTRIES LTD", "cik": "0000895663", "assigned-sic": "1389", "irs-number": "721212563", "state-of-incorporation": "LA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69949", "film-number": "98778570"}, "business-address": {"street1": "107 GLOBAL CIRCLE", "city": "LAFAYETTE", "state": "LA", "zip": "70503", "phone": "3189890000"}, "mail-address": {"street1": "PO BOX 31936 107 GLOBAL CIRCLE", "street2": "PO BOX 31936 107 GLOBAL CIRCLE", "city": "LAFAYETTE", "state": "LA", "zip": "705931936"}}
As  filed with the Securities and Exchange Commission on December
30, 1998

                                      Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                       _________________

                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   THE SECURITIES ACT OF 1933
                       _________________

                    GLOBAL INDUSTRIES, LTD.
     (Exact name of registrant as specified in its charter)

  Louisiana                                       72-1212563
(State or other                                   (I.R.S. Employer
jurisdiction of                                   Identification No.)
incorporation                                           
or organization)                      

                                                         
                        107 Global Circle
                   Lafayette, Louisiana 70503
  (Address of principal executive offices, including zip code)

                      ____________________

                                
GLOBAL INDUSTRIES, LTD. NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
                                
                    (Full title of the plan)
                                
                                
                       Peter S. Atkinson
            Vice President, Chief Financial Officer
                       107 Global Circle
                   Lafayette, Louisiana 70503
            (Name and address of agent for service)

                         (318) 989-0000
 (Telephone number, including area code, of agent for service)

                            Copy to:

                        Jeffery B. Floyd
                     Vinson & Elkins L.L.P.
                      2300 First City Tower
                    Houston, Texas 77002-6760
                         (713) 758-2222
                      (713) 758-2346 (Fax)

                CALCULATION OF REGISTRATION FEE

                                                     
                                                     
 Title of    Amount to     Proposed      Proposed     Amount of
securities       be         maximum       maximum     registration
  to be      registered     offering     aggregate       fee
registered                   price        offering
                           per share*      price*
                                                     
                                                     
Common                                               
Stock,      25,000 shares     $5.28      $132,031       $37
$.01 par    
value

*Estimated,  solely for purposes of calculating the  registration
fee, in accordance with Rule 457(h) on the basis of the price  of
securities  of  the same class, as determined in accordance  with
Rule  457(c),  using  the  average of the  high  and  low  prices
reported  on the New York Stock Exchange for the Common Stock  on
December 22, 1998.

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

  The  following  documents,  which  have  been  filed  with  the
Securities  and  Exchange Commission (the "Commission")  by  Global
Industries, Ltd, a Louisiana corporation (the "Company"), under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
(File No. 2-56600) are incorporated herein by reference and  made
a part hereof:

     (a)  Annual Report on Form 10-K for the year ended  March
          31, 1998;

     (b)  Quarterly Reports on Form 10-Q for the quarters ended
          June 30, 1998 and September 30, 1998; and

     (c)  description of the Company's Common Stock, par value
          $.01  per  share  ("Common  Stock"),  contained  in  the
          Registration  Statement on Form 8-A filed  pursuant  to
          Section 12 of the Exchange Act as declared effective by
          the Commission on February 10, 1993.

  All  documents filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d)  of the Exchange  Act  subsequent  to  the
effective  date  of  this Registration Statement,  prior  to  the
filing   of  a  post-effective  amendment  to  this  Registration
Statement indicating that all securities offered hereby have been
sold or deregistering all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof  from the date of filing of such documents.  Any statement
contained herein or in any document incorporated or deemed to  be
incorporated by reference herein shall be deemed to  be  modified
or  superseded for purposes of this Registration Statement to the
extent  that  a  statement  contained  herein  or  in  any  other
subsequently  filed document which also is or  is  deemed  to  be
incorporated  by  reference herein modifies  or  supersedes  such
statement.   Any  such statement so modified or superseded  shall
not   be  deemed  to  constitute  a  part  of  this  Registration
Statement, except as so modified or superseded.

  The  Company will provide without charge to any person to  whom
a  copy  of this Registration Statement has been delivered,  upon
written  or  oral request, a copy of any or all of the  foregoing
documents  incorporated herein by reference (other than  exhibits
to   such   documents  unless  such  exhibits  are   specifically
incorporated by reference into such documents).  Requests  should
be  directed  to  Global  Industries, Ltd.,  107  Global  Circle,
Lafayette,  Louisiana   70503, Attention:   Secretary,  telephone
(318) 989-0000.

  The  audited  consolidated financial statements of the  Company
incorporated by reference in this Registration Statement, to  the
extent and for the periods indicated in their reports, have  been
audited by Deloitte & Touche LLP, independent public accountants,
and  are  incorporated by reference herein in reliance  upon  the
authority of said firm as experts in giving said reports.

Item 4.     Description of Securities.

  Not applicable.

Item 5.     Interests of Named Experts and Counsel.

  None.

Item 6.     Indemnification of Directors and Officers.

     The  Company has authority under Section 83 of the  Business
Corporation  Law  of  the  State of Louisiana  to  indemnify  its
officers, directors, employees and agents to the extent  provided
in  such statute. Article VI of the Company's Bylaws provides for
indemnification  of the Company's officers, directors,  employees
and  agents  to  the  fullest extent permitted  by  the  Business
Corporation Law of the State of Louisiana.

  The  Company  has entered into Indemnification Agreements  with
each  of  its  directors. The Indemnification Agreements  provide
that,  to  the  extent  the  Company  maintains  directors'   and
officers'  liability insurance policies, each  director  will  be
named  as  an  insured  under such policies. The  Indemnification
Agreements  also  provide that the Company  will  indemnify  each
director  against losses and expenses as a result of a  claim  or
claims made against him for any act, failure to act or neglect or
breach  of  duty, including any error, misstatement or misleading
statement committed, suffered, permitted or acquiesced in by  the
director, or any of the foregoing alleged by any claimant, or any
claim  against the director or executive officer solely by reason
of  him  being a director or officer of the Company,  subject  to
certain  exclusions. The Indemnification Agreements also  provide
certain procedures regarding the right to indemnification and for
the advancement of expenses.

  Section  24  of the Business Corporation Law of  the  State  of
Louisiana permits the limitation of directors' personal liability
to  the corporation or its shareholders for monetary damages  for
breach  of  fiduciary  duties  as a director  except  in  certain
situations  including the breach of a director's duty of  loyalty
or  acts or omissions not made in good faith. Article VI  of  the
Company's  Articles of Incorporation includes such  a  limitation
and  limits directors' personal liability to the extent permitted
by  Section 24. Article VI of the Company's Bylaws provides  that
the  Company may maintain insurance, at its expense,  to  protect
itself and any of its directors, officers, employees or agents or
any  person serving at the request of the Company as a  director,
officer,  employee or agent of another corporation,  partnership,
joint  venture, trust or other enterprise, against  any  expense,
liability  or  loss, whether or not the Company  would  have  the
power to indemnify such person against such expense, liability or
loss under the Louisiana Business Corporation Law.

  Insofar  as indemnification for liabilities arising  under  the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors,  officers or persons controlling the Company  pursuant
to  the foregoing provisions, the Company has been informed  that
in  the  opinion  of the Securities and Exchange Commission  such
indemnification  is  against public policy as  expressed  in  the
securities Act and is therefore unenforceable.

Item 7.     Exemption from Registration Claimed.

  Not applicable.

Item 8.     Exhibits.

  Unless  otherwise  indicated below  as  being  incorporated  by
reference  to another filing of the Company with the  Commission,
each of the following exhibits is filed herewith:

          
   4.1 -  Global   Industries,  Ltd.  Non-Employee   Directors
          Compensation Plan.
          
   4.2 -  Amended  and  Restated Articles of Incorporation  of
          the   Company   (incorporated   by   reference    to
          Exhibits  3.1  and 3.3 to the Company's  Registration
          Statement on Form S-1 (Registration No. 33-56600)).
          
   4.3 -  Bylaws of the Company (incorporated by reference  to
          Exhibit  3.2 to the Company's Registration  Statement
          on Form S-1 (Registration No. 33-56600)).
          
   5.1 -  Opinion of Vinson & Elkins L.L.P.
          
  23.1 -  Consent of Deloitte & Touche LLP.
          
  23.2 -  Consent  of  Vinson  &  Elkins L.L.P.  (included  in
          Exhibit 5.1).
          
  24.1 -  Powers  of Attorney (included on the signature  page
          to this Registration Statement).

                          UNDERTAKINGS

     The Company hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  Registration
Statement:

          (a)  To include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933, as amended (the
     "Securities Act");

          (b)   To  reflect in the prospectus any  facts  or
     events  arising  after  the  effective  date  of   this
     Registration  Statement  (or  the  most  recent   post-
     effective amendment hereof) which, individually  or  in
     the  aggregate, represent a fundamental change  in  the
     information  set forth in this Registration  Statement;
     and

          (c)   To  include  any material  information  with
     respect  to  the  plan of distribution  not  previously
     disclosed  in  this  Registration  Statement   or   any
     material   change   to   such   information   in   this
     Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply
if  the  information required to be included in a  post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  by the Company pursuant to Section 13 or Section 15(d)  of
the  Exchange  Act  that are incorporated by  reference  in  this
Registration Statement.

     (2)   That,  for  the purpose of determining  any  liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new registration statement relating  to
the   securities  offered  therein,  and  the  offering  of  such
securities  at that time shall be deemed to be the  initial  bona
fide offering thereof.

     (3)   To  remove  from  registration by  means  of  a  post-
effective amendment any of the securities being registered  which
remain unsold at the termination of the offering.

     (4)   That,  for  the purposes of determining any  liability
under  the  Securities Act, each filing of  the  Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act  (and,  where applicable, each filing of an employee  benefit
plan's  annual  report pursuant to Section 15(d) of  the  Exchange
Act)  that  is  incorporated by reference  in  this  Registration
Statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

     (5)   Insofar  as  indemnification for  liabilities  arising
under  the Securities Act may be permitted to directors, officers
and  controlling  persons of the Company, the  Company  has  been
advised   that   in   the   opinion  of   the   Commission   such
indemnification  is  against public policy as  expressed  in  the
Securities  Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a
director,  officer or controlling person of the  Company  in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Company will, unless in
the  opinion  of  its  counsel the matter  has  been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it  meets all of the requirements for filing on Form S-8 and  has
duly  caused  this  Registration Statement to be  signed  on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on the 30th day of December, 1998.

                                   GLOBAL INDUSTRIES, LTD

                                   By: /s/ Peter S. Atkinson
                                        Peter S. Atkinson
                                        Vice President,Chief
                                        Financial Officer

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature appears below constitutes and appoints William J.  Dore'
and  Peter  S. Atkinson, or either of them, his true  and  lawful
attorney-in-fact and agent, with full power of substitution,  for
him  and in his name, place and stead, in any and all capacities,
to   sign   any  and  all  amendments  (including  post-effective
amendments) to this Registration Statement, and to file the  same
with  all  exhibits  thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission,  granting
unto said attorney-in-fact and agent full power and authority  to
do  and  perform  each  and  every act and  thing  requisite  and
ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes may lawfully do or cause to  be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities indicated as of the 30th  day
of December, 1998.
                            
            Signature               Title
                            
                            
 /s/ William J. Dore'       Chairman of the Board, President
William J. Dore'            and Chief Executive Officer
                            (Principal Executive Officer)
                            
                            
 /s/ Peter S. Atkinson      Vice President, Chief Financial
Peter S. Atkinson           Officer
                            (Principal Financial and Accounting
                            Officer)
                            
                            
 /s/ James C. Day           Director
James C. Day
                            
                            
 /s/ Edward P. Djerejian    Director
Edward P. Djerejian
                            
                            
 /s/ Myron J. Moreau        Director
Myron J. Moreau
                            
                            
 /s/ Michael J. Pollock     Director
Michael J. Pollock

                         EXHIBIT INDEX
                                                         
                                                         
     
Exhibit                        Description
Number

                                                         
4.1    -  Global    Industries,    Ltd.    Non-Employee  
          Directors Compensation Plan.
                                                         
4.2    -  Amended    and    Restated    Articles     of  
          Incorporation  of  the Company  (incorporated
          by  reference to Exhibit 3.1 to the Company's
          Registration  Statement on  Form  S-1  (Regis
          tration No. 33-56600)).
                                                         
4.3    -  Bylaws   of  the  Company  (incorporated   by  
          reference  to  Exhibit 3.2 to  the  Company's
          Registration   Statement    on    Form    S-1
          (Registration No. 33-56600)).
                                                         
5.1    -  Opinion of Vinson & Elkins L.L.P.              
                                                         
23.1   -  Consent of Deloitte & Touche LLP.              
                                                         
23.2   -  Consent  of Vinson & Elkins L.L.P.  (included  
          in Exhibit 5.1).
                                                         
24.1   -  Power  of Attorney (included on the signature  
          page to this Registration Statement).

                      GLOBAL INDUSTRIES, LTD.

              NON-EMPLOYEE DIRECTORS COMPENSATION PLAN

                      1.  Purposes of the Plan

  The  Global  Industries,  Ltd. Non-Employee Directors  Compensation
Plan (the "Plan") is intended to provide a method for attracting  and
retaining  qualified  outside directors for Global  Industries,  Ltd.
(the "Company") and to encourage them to devote their best efforts to
the  business of the Company, thereby advancing the interests of  the
Company  and  its  shareholders.  The Plan shall be effective  as  of
September 1, 1998.

                   2.  Administration of the Plan

  The  Plan  shall be administered by the Board of Directors  of  the
Company, who is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, consistent with the provisions
of  the Plan, as he or she may deem advisable to carry out the  Plan.
All  expenses incurred in connection with the administration  of  the
Plan shall be borne by the Company.

           3.  Eligibility and Participation in the Plan

  (a)   Eligibility.   Each director of the Company  who  is  not  an
employee of the Company or any subsidiary or affiliate of the Company
(a "Non-employee Director") shall participate in the Plan.

  (b)   Conversion or Deferral of Director's Fees.  Each Non-employee
Director  may elect with respect to all or any designated portion  of
the  cash  director's fees, whether annual, periodic or special  (but
not  expense  reimbursements)  to be  earned  by  such  director  for
services rendered ("Cash Compensation") to (i) defer receipt  of  all
or  any  designated portion of his or her Cash Compensation  for  the
Service  Period (as defined below) or (ii) receive up to  $20,000  of
his  or  her  Cash Compensation for the Service Period in  shares  of
Common  Stock of the Company in each case by filing with the  Company
an  election in accordance with the terms of this Plan; provided that
if  any  Non-employee Director shall fail to elect  for  any  Service
Period  (other  than the initial Service Period) to  defer  to  Stock
Units  and/or  to  receive  Common Stock  in  lieu  of  current  Cash
Compensation  equal to at least $20,000 in the aggregate,  then  such
Non-employee  Director  shall be deemed to have  elected  to  receive
shares  of  Common Stock in lieu of Cash Compensation to  the  extent
necessary so that such Non-employee Directors total deferral to Stock
Units and conversions to Common Stock shall equal $20,000.

  (c)   Time  of  Making Elections.  Any election which may  be  made
under  the  Plan  shall be made with respect to a twelve  consecutive
month period ("Service Period") during which services are rendered by
an  eligible  director  and must be made  not  later  than  the  date
immediately  preceding the first day of such Service  Period  (or  if
later,  the  date  the  person is first elected  or  appointed  as  a
director).  On and after January 1, 1999, the Service Period for each
participant  shall commence on January 1 and end on  December  31  of
each  year.  As a result of the timing of the effective date  of  the
Plan,  the  Service Period for calendar 1998 shall be for the  period
commencing on September 15, 1998 and ending on December 31, 1998.

  (d)   Manner  of  Electing.  Each Non-employee  Director  may  make
elections  by giving written notice to the Company in the manner  and
form prescribed by the Secretary.  Such notice shall include:

       (i)  the  percentage,  if  any, of Cash  Compensation  to  be
            deferred;

       (ii) the percentage of the deferred compensation, if any, that
            will  be deferred into each of the "Cash Fund" and "Stock
            Units;"

       (iii)an  election  of  the time and manner of payment  of  any
            deferred  compensation in accordance with paragraph  5(a)
            of the Plan; and

       (iv) the  percentage, if any, of Cash Compensation to be  paid
            in shares of Common Stock.

  (e)   Nature of Elections.  A participant's election for a  Service
Period  shall  continue  in effect for future Service  Periods  until
modified or revoked by written notice to the Company from such partic
ipant.   Any  such  modification  or revocation  shall  be  effective
prospectively only from the first day of the Service Period following
the  giving  of  such  notice.  A modification or  revocation  of  an
existing election shall be made in the manner and form prescribed  by
the Secretary.

                 4.  Deferred Compensation Accounts

  (a)    Establishment  of  Deferral  Accounts.   The  Company  shall
establish  a deferred compensation bookkeeping account (the "Deferral
Account") for each Non-employee Director.

  (b)  Amounts Deferred to Cash Fund.  For Cash Compensation deferred
to  the  Cash Fund, the Deferral Account will be credited (i) at  the
time  such amount would otherwise be payable, with the amount of  any
Cash  Compensation receipt of which the participant  has  elected  to
defer to the Cash Fund, and (ii)  at the end of each calendar quarter
(or  the date of any valuation in the event of a payment prior to the
end of a quarter), as additional deferred fees, a dollar amount equal
to  simple interest calculated based upon the prime rate published in
The  Wall Street Journal on the last business day of such quarter (or
of  the last preceding quarter in the event of a payment prior to the
end  of  a  quarter)  ("Interest Equivalents") on the  average  daily
balance during such quarter of such Deferral Account deferred to  the
Cash Fund.

  (c)   Amounts  Deferred to Stock Units. (1) For  Cash  Compensation
deferred to Stock Units, the Deferral Account will be credited (i) at
the  time  such amount would otherwise be payable, with a  number  of
Stock  Units  equal to the number of shares of Common  Stock  of  the
Company which theoretically could have been purchased with such  Cash
Compensation receipt of which the participant has elected to defer to
Stock  Units,  based upon the average of the closing  prices  of  the
Common Stock of the Company on the twenty trading days preceding such
date,  and (ii) on each date on which a cash dividend is paid on  the
Common  Stock of the Company, with a number of Stock Units  equal  to
the   number  of  shares  of  Common  Stock  of  the  Company   which
theoretically could have been purchased with the amount of  dividends
payable  on a number of shares equal to the number of Stock Units  in
the  participant's Deferral Account on the day preceding the  payment
of such dividend, based upon the average of the closing prices of the
Common Stock of the Company on the twenty trading days preceding  the
date  of  payment of the dividend.  (2) If, and whenever, the Company
shall  effect a subdivision or consolidation of the Common  Stock  of
the Company or the payment of a stock dividend on the Common Stock of
the  Company,  (i)  in  the event of an increase  in  the  number  of
outstanding shares of the Common Stock of the Company, the number  of
Stock Units credited to each participant's Deferral Account shall  be
proportionately increased and (ii) in the event of a reduction in the
number  of  outstanding shares of Common Stock of  the  Company,  the
number of Stock Units credited to each participant's Deferral Account
shall  be  proportionately reduced.  In the event of stock dividends,
spin  offs of assets or other extraordinary dividends, stock  splits,
recapitalizations,    mergers,    consolidations,    reorganizations,
liquidations,  combinations,  exchanges,  issuances  of   rights   or
warrants  and  similar transactions or events not otherwise  provided
for  in the preceding sentence, any outstanding Stock Units shall  be
subject to adjustment by the Board of Directors of the Company in its
discretion  as  to  the  number of shares of Common  Stock  or  other
consideration  comprising  a Stock Unit.  Subject  to  adjustment  as
provided  in  the preceding sentence, each Stock Unit  shall  be  the
equivalent  of  one  share of Common Stock of  the  Company  for  all
purposes  under the Plan.  Stock Units shall exist only for  purposes
of  the  Plan and matters related thereto, and in no event shall  any
participant have any right to receive any actual share of Common  (or
other security) of the Company by reason thereof or have any right as
a stockholder of the Company by reason thereof.

  (d)   Annual  Statement.  As promptly as practicable following  the
close  of  each calendar year, a statement will be provided  to  each
participant  showing  the  balance  of  such  participant's  Deferral
Account  as of the most recent December 31.

                    5.  Payment of Deferred Fees

  (a)   Payment Election Generally.  Prior to the first day  of  each
Service  Period, a participant shall elect, subject to the provisions
of  Paragraphs  (b), (c) and (d) below, the time (which  may  not  be
prior to the date which is six months after he or she ceases to be  a
member  of the Board) and the manner (which may either be a lump  sum
payment or semi-annual installment payments over a specified term not
to  exceed  10 years) for payment of amounts credited to his  or  her
Deferral  Account  during such Service Period.   Any  such  elections
regarding  the  time and manner of payment of amounts credited  to  a
participant's  Deferral Account shall be irrevocable once  made.   In
the  absence  of  direction by a participant regarding  the  time  or
manner  of payment of amounts credited to his or her Deferral Account
during a particular Service Period, such amounts shall be distributed
in  accordance  with  the election made in the  most  recent  written
notice  provided  pursuant  to paragraph 3(d)  for  a  prior  Service
Period.

  (b)  Payment Upon Death.  In the event of a participant's death  or
termination of service due to illness or disability, the  balance  of
such  participant's Deferral Account, computed as of the date of  his
or  her death or termination of service due to illness or disability,
shall  be  paid  in one lump sum to the participant  or  his  or  her
designated  beneficiary, as the case may be, as  soon  as  reasonably
possible.   A  participant,  by written  instrument  filed  with  the
Company  in  such manner and form as it may prescribe, may  designate
one  or more beneficiaries to receive payment of the amounts credited
to his or her Deferral Account in the event of his or her death.  Any
such  beneficiary designation may be changed from time to time  prior
to  the  death  of the participant.  In the absence of a  beneficiary
designation  on file with the Company at the time of a  participant's
death,  the  executors  or administrator of the participant's  estate
shall be deemed to be his or her designated beneficiary.

  (c)   Payment  Upon  Plan Termination.  In the event  the  Plan  is
terminated by the Company, the balance of each participant's Deferral
Account,  computed as of the day immediately following the  six-month
anniversary of the date of such Plan termination, shall  be  paid  to
such  participant in one lump sum as soon as practicable  after  such
date.

  (d)    Payment  Upon  Change  of  Control.   With  respect  to  any
participant  that  ceases to be a director of  the  Company  (or  any
successor)  as a result of or in connection with a change of  control
that  is  not  approved, recommended and supported by at  least  two-
thirds  of the directors that were also directors prior to the  occur
rence   of  any  such  change  of  control,  the  balance   of   such
participant's Deferral Account, computed as of the later of the  date
such  participant ceases to be a director of the Company or the  date
of  such change of control, shall be paid to such participant in  one
lump  sum  as  soon  as practicable, but no later  than  thirty  days
following  such date.  For purposes of the Plan, "change of  control"
shall be deemed to have occurred if:

       (1)   any person (within the meaning of Section 13(d) or 14(d)
  under  the  Securities  Exchange  Act  of  1934,  as  amended  (the
  "Exchange  Act"),  including  any  group  (within  the  meaning  of
  Section 13(d)(3) under the Exchange Act), a "Person"), becomes  the
  "beneficial  owner"  (as  such  term  is  defined  in  Rule   13d-3
  promulgated  under  the Exchange Act), directly or  indirectly,  of
  securities  of  the Company (such person being referred  to  as  an
  "Acquiring Person") representing 50% or more of the total number of
  votes  that  may be cast for the election of directors  other  than
  beneficial  ownership by (i) the Company or any subsidiary  of  the
  Company,  (ii)  any  employee benefit plan of the  Company  or  any
  person organized, appointed or established pursuant to the terms of
  any  such  employee benefit plan (unless such plan or person  is  a
  party  to  or is utilized in connection with a transaction  led  by
  Outside  Persons),  or  (iii)  William  J.  Dore'  or  any   person
  controlling, controlled by or under common control with William  J.
  Dore'; or

       (2)  as a result of, or in connection with, any cash tender or
  exchange  offer,  merger  or other business  combination,  sale  of
  assets or contested election of directors or any combination of the
  foregoing  transactions (a "Transaction"),  the  persons  who  were
  directors  before  the  Transaction shall  cease  to  constitute  a
  majority  of the Board of Directors of the Company or any successor
  thereto.

       For  purposes of clause (1) above, the term "Outside  Persons"
  means  any persons other than Persons described in clauses (1)  (i)
  or  (iii)  above or members of senior management of the Company  in
  office  immediately prior to the time the Acquiring Person acquires
  the beneficial ownership described in clause (1).

  The  determination  of  whether a change of control  has  occurred,
whether such change of control was approved, recommended or supported
by  two-thirds of the directors prior to, and with respect  to,  such
change of control and whether any participant ceased to be a director
of  the  Company as a result of or in connection with such change  of
control shall be made by the Board of Directors as existing at  least
six  months prior to the occurrence of such change of control and its
determination shall be final.

  (e)  Conversion of Deferral Accounts for Purposes of Payment.  If a
participant  has  elected to receive payment of his or  her  Deferral
Account  in a lump sum pursuant to Paragraph (a) above, the value  of
his or her Deferral Account shall be determined as of the last day of
the  month preceding the time which he or she has elected to  receive
such  payment and an amount equal to such value shall be paid to  the
participant.  If such participant has elected to have any portion  of
his or her Deferral Account credited based on Stock Units pursuant to
Paragraph  4(c),  the value of such portion of his  or  her  Deferral
Account shall be based upon the average of the closing prices of  Com
mon  Stock  of  the Company on the twenty trading days preceding  the
date  of  the  valuation.  If a participant has  elected  to  receive
payment  of  his or her Deferral Account in installments pursuant  to
paragraph  (a) above (i) with respect to any portion of  his  or  her
Deferral  Account  deferred to the Cash Fund  pursuant  to  paragraph
4(b),  the value of such portion of his or her Deferral Account shall
be  determined  as  of the last day of the month preceding  the  time
which  he or she has elected to commence receiving such payments  and
an  amount equal to the value of such portion of his or her  Deferral
Account  multiplied by a fraction, the numerator of which is one  and
the  denominator of which is the aggregate number of  payments  which
the  participant  elected,  shall be  paid  as  of  each  semi-annual
payment; provided, however, that any balance credited to such portion
of  such participant's Deferral Account shall continue to be credited
with Interest Equivalents pursuant to paragraph 4(b), except that the
Interest  Equivalents  so  credited shall be  paid  directly  to  the
participant,  and  (ii) with respect to any portion  of  his  or  her
Deferral  Account credited based on Stock Units pursuant to paragraph
4(c),  the  number  of Stock Units credited to his  or  her  Deferral
Account shall be determined as of the last day of the month preceding
the  time  which  he  or she has elected to commence  receiving  such
payments  and each subsequent time for payment thereafter,  and  such
number  shall be multiplied by a fraction, the numerator of which  is
one  and the denominator of which is the remaining number of payments
which  the participant elected, and an amount equal to the  value  of
the  resulting number of Stock Units, based upon the average  of  the
closing  prices of Common Stock of the Company on the twenty  trading
days  preceding  such  date, shall be paid to such  participant.   If
Paragraphs  (b), (c) or (d) above apply, the value of a participant's
Deferral Account shall be determined as of the date specified in  the
applicable  paragraph  and the value of any portion  of  his  or  her
Deferral  Account  deferred to Stock Units shall be  based  upon  the
average of the closing prices of Common Stock of the Company  on  the
twenty  trading days preceding such date and an amount equal to  such
aggregate value of his or her Deferral Account shall be paid  to  the
participant or his or her designated beneficiary.

  (f)   Form of Payment.  All payments under the Plan shall be solely
in  the  form  of  cash.   Without limiting  the  generality  of  the
foregoing,  nothing  in  the Plan shall be construed  as  giving  any
participant any rights as a holder of common stock or any other  equi
ty  security  of  the  Company  as a  result  of  such  participant's
participation  in this Plan or his or her election to credit  his  or
her Deferral Account with Stock Units.

  (g)   Debiting of Deferral Accounts.  Once an amount has been  paid
to  a participant or his or her beneficiary, such amount or the Stock
Units  equivalent  thereof shall be debited  from  the  participant's
Deferral Account.

               6. Unforeseeable Financial Emergencies

  (a)   Unforeseeable Financial Emergencies.  For  purposes  of  this
paragraph  6,  an "Unforeseeable Financial Emergency" shall  mean  an
unexpected  need  of a participant for cash that (i)  arises  from  a
sudden and unexpected illness or accident of the participant or of  a
dependent of a participant, loss of the participant's property due to
casualty,  or  similar extraordinary and unforeseeable  circumstances
arising as a result of events beyond the control of such participant,
(ii) would result in severe financial hardship to such participant if
his  deferral  election was not canceled pursuant to  paragraph  6(b)
and/or  if  a  benefit  payment pursuant to paragraph  6(c)  was  not
permitted,  and  (iii)  is  not  reasonably  satisfiable  from  other
resources  of such participant.  Cash needs arising from  foreseeable
events,  such  as the purchase of a house or education  expenses  for
children,   shall  not  be  considered  to  be  the  result   of   an
Unforeseeable Financial Emergency.  Further, cash needs which may  be
relieved  (1)  through reimbursement or compensation by insurance  or
otherwise,  (2)  by liquidation of the participant's assets,  to  the
extent  the liquidation of such assets would not itself cause  severe
financial  hardship or (3) by cessation of deferrals under  the  Plan
shall  not  be  considered to be Unforeseeable Financial Emergencies.
The  Board  of  Directors of the Company shall have the authority  to
require a participant to provide such proof as it deems necessary  to
establish the existence of such participant's Unforeseeable Financial
Emergency.

  (b)   Suspension  of  Deferrals.  In the event that  the  Board  of
Directors  of  the Company, upon written petition of  a  participant,
determines in its sole discretion that such participant has  suffered
an  Unforeseeable Financial Emergency or that such participant  will,
absent  termination of such participant's deferral election  then  in
effect  under the Plan, suffer an Unforeseeable Financial  Emergency,
then  such  participant's deferral election then in effect,  if  any,
shall  be  terminated as soon as administratively  practicable  after
such  determination.  A participant whose deferral election has  been
so  terminated  may  again  elect to defer  a  portion  of  his  cash
director's  fees, effective as of any subsequent Service Period  that
begins  at  lest  six  months  after  the  effective  date  of   such
termination,  by  executing and delivering  to  the  Company   a  new
deferral election prior to the start of such Service Period.

  (c)   Emergency Benefit Payment.  In the event that  the  Board  of
Directors  of  the Company, upon written petition of  a  participant,
determines in its sole discretion that such participant has  suffered
an  Unforeseeable  Financial Emergency,  such  participant  shall  be
entitled  to a benefit in an amount not to exceed the lesser  of  (i)
the  amount  determined by the Board of Directors of the  Company  as
necessary   to   meet  such  participant's  needs  created   by   the
Unforeseeable  Financial Emergency, or (ii) the then  value  of  such
participant's  Deferral Account that is deferred to  the  Cash  Fund.
Such benefit shall be paid in a single lump sum, cash payment as soon
as  administratively practicable after the Board of Directors of  the
Company  has made its determinations with respect to the availability
and  amount  of  such benefit.  If a participant's  Deferral  Account
contains  more than one election with respect to the time and  manner
in  which  amounts credited thereto will be paid to such participant,
such  benefit  shall  be considered to have been distributed,  first,
from amounts with respect to which the earliest distribution would be
made  pursuant to paragraph 5(a), then, from amounts with respect  to
which  the  next  earliest distribution would  be  made  pursuant  to
paragraph  5(a),  and continuing in such manner until  all  available
amounts have been exhausted.

        7.  Stock Acquisitions in Lieu of Cash Compensation

  (a)   Shares Subject to the Plan.  The maximum number of shares  of
Common  Stock that may be issued under the Plan is 25,000 subject  to
adjustment  as  provided in paragraph (c) below.   Shares  of  Common
Stock  issued pursuant to the Plan may be shares of original issuance
or treasury shares or a combination of the foregoing, as the Board of
Directors,  in  its  discretion, shall from time to  time  determine;
provided, however, that if the rules of any stock exchange  or  stock
market  on  which  the  shares of Common  Stock  are  listed  require
stockholder  approval of the Plan as a prerequisite  for  listing  on
such  stock exchange or stock market shares of Common Stock  issuable
under  the Plan, then, unless and until such stockholder approval  is
obtained,  all  shares of Common Stock issued pursuant  to  the  Plan
shall be treasury shares.

  (b)   The percentage of the Cash Compensation to be paid in  shares
of  Common Stock shall not be paid in cash, but in lieu thereof shall
be   paid  by  the  transfer  of  shares  of  Common  Stock  to  such
Non-employee Director.  On the last day of each Service Period,  each
Non-employee  Director who has elected to receive a  portion  of  the
Cash  Compensation in shares pursuant to the terms  of  this  section
shall  automatically  and without necessity  of  any  action  by  the
Company,  be  entitled  to receive shares of Common  Stock  for  such
percentage  of  the  Cash  Compensation pursuant  to  the  terms  and
conditions  of  the Plan.  For purposes of the Plan,  the  number  of
Shares  shall be determined by dividing (A) the amount  of  the  Cash
Compensation to be paid in shares by (B) the average of  the  closing
prices  of the Common Stock on the twenty trading days preceding  the
last day of the applicable Service Period.  If on the last day of any
Service  Period  the  number  of shares  otherwise  issuable  to  the
Non-employee  Directors hereunder would exceed the number  of  shares
then  remaining available under the Plan, the available shares  shall
be  allocated among the Non-employee Directors in proportion  to  the
number of shares they would otherwise be entitled to receive, and the
remainder  of  the Cash Compensation shall be payable  in  cash.   No
fraction of a share shall be issued by the Company pursuant  to  this
paragraph  (b),  but in lieu thereof each Non-employee  Director  who
would  otherwise be entitled to a fraction of a share of Common Stock
shall  be  paid an amount in cash equal to the value of such fraction
of a share based upon the average of the closing prices of the Common
Stock  on  the  twenty trading days preceding the  last  day  of  the
applicable Service Period.

  (c)   Capital Adjustments.  The maximum number of shares of  Common
Stock  subject  to  the  Plan  shall be proportionately  adjusted  to
reflect   any  dividend  or  other  distribution  on  the   Company's
outstanding shares of Common Stock payable in shares of Common  Stock
or  any  split or consolidation of the outstanding shares  of  Common
Stock.  If the Company's outstanding shares of Common Stock shall, in
whole  or  in  part, be changed into or exchangeable for a  different
class  or  classes  of  securities of the Company  or  securities  of
another   corporation,  whether  through  recapitalization,   merger,
consolidation,  reorganization or otherwise,  then  (subject  to  the
powers  of the Board to amend the Plan in whole or in part the shares
which  each Non-employee Director is entitled to receive on the  last
day  of any Service Period pursuant to paragraph (b) shall thereafter
be  paid  in  the  class,  or  proportionately  in  the  classes,  of
securities  into which the outstanding shares of Common  Stock  shall
have  been  converted  or for which they are  exchangeable,  and  the
maximum  amount of securities issuable under the Plan  shall  be  the
number  of  securities into or for which such  number  of  shares  of
Common Stock would be changed or exchangeable.

  (d)   Rights  as  a  Stockholder.  Prior to  the  issue  date,  the
Non-employee  Director  shall have no rights as  a  stockholder  with
respect  to  shares  of Common Stock to be issued hereunder.   Shares
issued  to Non-employee Directors hereunder shall be fully vested  on
the issue date notwithstanding any subsequent cessation of the status
of the participant as a Non-employee Director.

  (e)   Issuance  of Certificates and Withholding.   As  promptly  as
practicable  following  the  last day of  each  Service  Period,  the
Company shall issue stock certificates registered in the name of each
Non-employee  Director  who  is  entitled  to  receive   the   shares
representing  the  number  of  whole shares  determined  pursuant  to
paragraph   (b),   and  shall  deliver  such  certificates   to   the
Non-employee Director or his or her beneficiary.

  The Company may make such provisions as it may deem appropriate for
the  withholding  of  any federal, state or  local  taxes  which  the
Company determines it is required to withhold.

  (f)   Compliance with the Securities Act of 1933.  The Company  has
no obligation to register the shares of Common Stock issued hereunder
under  the  Securities  Act of 1933.  Each  recipient  of  shares  by
accepting  such shares acknowledges that he or she is  acquiring  the
shares  for  investment and not with a view to  distribution  and  in
addition to any other restriction on transfer provided hereunder, the
shares may not be transferred except pursuant to the requirements  of
Rule  144  including the holding period thereunder,  other  available
exemption from registration, or an effective registration statement.

         8.  Prohibition Against Assignment or Encumbrance

  No right, title, interest or benefit hereunder shall ever be liable
for  or charged with any of the torts or obligations of a participant
or a person claiming under a participant, or be subject to seizure by
any  creditor  of  a  participant or  any  person  claiming  under  a
participant.   No  participant  or  any  person  claiming   under   a
participant  shall  have the power to anticipate or  dispose  of  any
right, title, interest or benefit hereunder in any manner until  same
shall  have been actually distributed free and clear of the terms  of
the Plan.

                       9.  Nature of the Plan

  The Plan and any election agreements executed thereunder constitute
an  unfunded, unsecured liability of the Company to make payments  in
accordance with the provisions hereof, and neither a participant  nor
any person claiming under the participant shall have any security  or
other interest in any specific assets of the Company by virtue of the
Plan.   Neither  the  establishment of the  Plan,  the  crediting  of
amounts to Deferral Account nor the setting aside of any funds  shall
be  deemed to create a trust.  The Company at its election  may  fund
the  payment  of  benefits  under  the  Plan  by  setting  aside  and
investing,  in an account on the Company's books, such funds  as  the
Company  may from time to time determine.  Legal and equitable  title
to  any  funds  so  set  aside shall remain in the  Company,  and  no
participant shall have any security or other interest in such  funds.
Any  funds  so  set aside shall remain subject to the claims  of  the
creditors of the Company, present and future.

               10.  Amendment and Termination of Plan

  The  Company shall have the right to alter or amend the Plan or any
part thereof from time to time, except the Company shall not make any
alteration  or  amendment  which  would  impair  the  rights   of   a
participant  with  respect to amounts theretofore  credited  to  that
participant's Deferral Accounts.  The Company may terminate the  Plan
at  any time.  If not sooner terminated under the provisions of  this
paragraph,  the  Plan shall terminate as of the  date  on  which  all
amounts theretofore credited to Deferral Accounts have been paid.

                        11.  Laws Governing

  The  Plan and any documents executed in connection therewith  shall
be construed in accordance with and governed by the laws of the State
of Texas.

                                                         Exhibit 5.1

                          Vinson & Elkins
                          ATTORNEYS AT LAW

                       VINSON & ELKINS L.L.P.
                       2300 FIRST CITY TOWER
                         1001 FANNIN STREET
                     HOUSTON, TEXAS 77002-6760
                      TELEPHONE (713) 758-2222
                         FAX (713) 758-2346

WRITER'S TELEPHONE                                       WRITER'S FAX
(713) 758-2194                                          (713) 615-5660

                        December 28, 1998

Global Industries, Ltd.
107 Global Circle
Lafayette, Louisiana  70503

Gentlemen:

  We have acted as counsel for Global Industries, Ltd., a Louisiana
corporation  (the "Company") in connection with  the  filing  of  a
Registration  Statement on Form S-8 (the "Registration Statement"),
under  the Securities Act of 1933, as amended (the "Act"), relating
to  the  issuance  of up to 25,000 shares of the  Company's  Common
Stock, $.01 par value per share (the "Shares"), which may be issued
under   the   Global   Industries,  Ltd.   Non-Employee   Directors
Compensation Plan (the "Directors Plan").

  In connection with the opinion expressed herein, we have examined
such  certificates,  instruments and documents  and  reviewed  such
questions  of  law as we have considered necessary or  appropriate.
In  rendering this opinion we have relied, as to factual maters, on
such certificates and other communications of public officials  and
officers of the Company as we have deemed necessary or appropriate.

  Based  upon the foregoing examination and review, we are  of  the
opinion  that  the  Shares to be issued pursuant to  the  Directors
Plan,  have  been duly authorized for issuance and,  when  (a)  the
Registration  Statement has become effective  under  the  Act,  and
(b)  the pertinent provisions of any state securities laws, as  may
be  applicable,  have been complied with, and (c)  the  Shares  are
issued  in  accordance with the terms of the Directors'  Plan  such
Shares will be validly issued, fully paid and nonassessable.

  We  hereby consent to the filing of this opinion as an exhibit to
the  Registration  Statement.  In giving this consent,  we  do  not
hereby  admit  that  we are within the category  of  persons  whose
consent  is required under Section 7 of the Act and the  rules  and
regulations of the Securities and Exchange Commission thereunder.

                           Very truly yours,

                           /s/ Vinson & Elkins L.L.P.

                           VINSON & ELKINS L.L.P.

                                                     Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

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

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

New Orleans, Louisiana
December 29, 1998