As filed with the Securities and Exchange Commission on November 21, 2001
                                                    Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
                            GLOBALSANTAFE CORPORATION
             (Exact name of registrant as specified in its charter)

              Cayman Islands                     98-0108989
              (State or other jurisdiction of    (I.R.S. Employer
              incorporation or organization)     Identification No.)

                             777 N. Eldridge Parkway
                            Houston, Texas 77079-4493

          (Address of principal executive offices, including zip code)
                           --------------------------
      GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and
                                 Incentive Plan
         GlobalSanteFe Corporation 1998 Stock Option and Incentive Plan
   GlobalSantaFe Corporation 1994 Non-Employee Stock Option and Incentive Plan
                      Global Marine Incentive Savings Plan
                           (Full titles of the plans)

                            James L. McCulloch, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                            GlobalSantaFe Corporation
                             777 N. Eldridge Parkway
                            Houston, Texas 77079-4493
                                 (281) 596-5100
 (Name, address and telephone number, including area code, of agent for service)

                                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
   Title of securities          Amount to be          Proposed Maximum          Proposed Maximum             Amount of
    to be registered           Registered(1)         Offering Price per        Aggregate Offering        Registration Fee
                                                            Share                   Price
------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                      <C>                         <C>
Ordinary Shares, par          4,177,148(2)              $32.86(4)                $137,261,083.28             $0(6)
value $.01 per share
------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par          3,879,722(3)              $20.46(5)                $79,379,112.12              $0(6)
value $.01 per share
------------------------------------------------------------------------------------------------------------------------------
Total:                        8,056,870                                          $216,640,195.40             $0(6)

</TABLE>

<PAGE>

(1)      This registration statement on Form S-8 (this "Registration Statement")
         shall also cover any additional ordinary shares, par value $0.01 per
         share (the "Ordinary Shares"), of GlobalSantaFe Corporation (the
         "Registrant") which become issuable under any of the Registrant's plans
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction or similar transaction effected without the receipt of
         consideration which results in an increase in the number of the
         Registrant's outstanding Ordinary Shares. Pursuant to Rule 416(c) under
         the Securities Act of 1933, as amended (the "Securities Act"), this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the Global Marine Incentive Savings
         Plan.

(2)      Represents an aggregate of 4,177,148 Ordinary Shares of the Registrant
         relating to outstanding awards and issuable under the following plans:
         42,560 Ordinary Shares under the GlobalSantaFe Corporation 2001
         Non-Employee Director Stock Option and Incentive Plan, 4,114,638
         Ordinary Shares under the GlobalSantaFe Corporation 1998 Stock Option
         and Incentive Plan and 19,950 Ordinary Shares under the GlobalSantaFe
         Corporation 1994 Non-Employee Stock Option and Incentive Plan
         (collectively, the "Plans"). Pursuant to an Agreement and Plan of
         Merger, dated as of August 31, 2001 (the "Merger Agreement") among the
         Registrant, Silver Sub, Inc., Gold Merger Sub, Inc. ("Gold Merger Sub")
         and Global Marine Inc. ("Global Marine"), among other things, on
         November 20, 2001 (the "Effective Time") (i) Gold Merger Sub merged
         with and into Global Marine, with Global Marine as the surviving
         entity, (ii) Global Marine became an indirect, wholly owned subsidiary
         of the Registrant (together with (i), the "Merger"), (iii) each share
         of common stock, par value $0.10 per share, of Global Marine ("Global
         Marine Common Stock") outstanding immediately prior to the Effective
         Time was converted into a right to receive 0.665 Ordinary Shares (the
         "Merger Ratio") and (iv) Ordinary Shares, rather than shares of Global
         Marine Common Stock, became issuable pursuant to the Plans for
         outstanding awards under the Plans.

(3)      Represents an aggregate of 3,879,722 Ordinary Shares of the Registrant
         available for issuance pursuant to the following plans: 550,288
         Ordinary Shares under the GlobalSantaFe Corporation 2001 Non-Employee
         Director Stock Option and Incentive Plan, 3,190,013 Ordinary Shares
         under the GlobalSantaFe Corporation 1998 Stock Option and Incentive
         Plan, 46,321 Ordinary Shares under the GlobalSantaFe Corporation 1994
         Non-Employee Stock Option and Incentive Plan and 93,100 Ordinary Shares
         under the Global Marine Incentive Savings Plan.

(4)      Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum
         Offering Price Per Share and the Proposed Maximum Aggregate Offering
         Price for a total of 4,177,148 Ordinary Shares subject to currently
         outstanding options are based on the exercise price of the stock
         options adjusted by the Merger Ratio.

(5)      Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
         Maximum Offering Price Per Share and the Proposed Maximum Aggregate
         Offering Price for a total of 3,879,722 Ordinary Shares are estimated
         solely for the purpose of calculating the registration fee and are
         based on the average of the high and low prices of the of the Ordinary
         Shares on the New York Stock Exchange consolidated reporting system on
         November 16, 2001.

(6)      The aggregate amount of registration fee for this Registration
         Statement is $54,160.04. Pursuant to Rule 457(p) of the Securities Act,
         the aggregate amount of the registration fee to be paid is offset by
         $32,859.72, representing the amount of the registration fees associated
         with 3,500,000 unsold Ordinary Shares previously paid in connection
         with the filing of the Registration Statement on Form F-3, filed June
         2, 2000 (File No. 333-38436), by $18,530.44, representing the amount
         of registration fees associated with 4,500.00 unsold shares of Global
         Marine Common Stock, previously paid in connection with the filing of
         the Registration Statement on Form S-8, filed June 10, 1999 (File No.
         333-80383) and by $2,769.88, representing the amount of the
         registration fees associated with 364,458 unsold shares of Global
         Marine Common Stock, previously paid in connection with the filing of
         the Registration Statement on Form S-8, filed June 27, 2000 (File No.
         333-40244). As a result, no registration fee is owed pursuant to this
         Registration Statement.


<PAGE>


                                     Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*























______________________________
*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.


<PAGE>

                                     Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents that the Registrant has filed with or
furnished to the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference and made a part hereof:

         (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
              2000;

         (b)  Quarterly Reports on Form 10-Q for the periods ended  September
              30, 2001, June 30, 2001, and March 31, 2001;

         (c)  Current Report on Form 8-K filed with the Commission on November
              20, 2001

         (d)  Current Report on Form 8-K filed with the Commission on October 9,
              2001;

         (e)  Current Report on Form 8-K filed with the Commission on September
              4, 2001;

         (f)  Current Report on Form 8-K filed with the Commission on March 13,
              2001;

         (g)  The Registrant's Registration Statement on Form S-4 filed with the
              Commission on October 12, 2001; and

         (h)  The description of the Registant's Ordinary Shares contained in
              its Registration Statement on Form F-1 dated May 14, 1997.

              The following documents filed with the Commission by Global Marine
are hereby incorporated by reference into this Registration Statement:

         (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
              2000;

         (b)  Annual Report on Form 11-K for the Global Marine Incentive Savings
              Plan for the fiscal year ended December 31, 2000; and

         (c)  Quarterly Report on Form 10-Q for the period ended September 30,
              2001.

              All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act (the "Exchange Act")
subsequent to the effective date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or de-registering
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

<PAGE>

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.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              None.

Item 6.       Indemnification of Directors and Officers.

              Cayman Islands law does not limit the extent to which a company
may indemnify its directors, officers, employees and agents except to the extent
that such provision may be held by the Cayman Islands courts to be contrary to
public policy. For instance, a provision purporting to provide indemnification
against the consequences of committing a crime may be deemed contrary to public
policy. In addition, an officer or director may not be indemnified for his own
fraud, willful neglect or willful default. The Registrant's amended articles of
association make indemnification of directors and officers and advancement of
expenses to defend claims against directors and officers mandatory on the part
of the Registrant to the fullest extent allowed by law.

              Article XXVII of the Registrant's amended and restated articles of
association provides that:

              The Registrant will indemnify, except in respect of willful
default or fraud, to the full extent at the date such articles of association
were adopted or thereafter permitted by law, any person (including his heirs,
executors and administrators) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Registrant), by reason of his
acting as, or having in the past acted as, a director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, the
Registrant (including his serving for, on behalf of or at the request of the
Registrant as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, or in a fiduciary or
other capacity with respect to any employee benefit plan maintained by the
Registrant) against any expense (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
(or his heirs, executors and administrators) in respect thereof. The Registrant
shall advance the expenses of defending any such action, suit or proceeding
(including appeals) in accordance with and to the full extent at the date such
articles of association were adopted or thereafter permitted by law.

              The board of directors of the Registrant may, notwithstanding any
interest of the directors in such action, authorize the Registrant to purchase
and maintain insurance on behalf of any person described in Section 27.1(a) of
Article XXVII, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of Article XXVII.

              The provisions of Article XXVII will be applicable to all actions,
claims, suits or proceedings made or commenced after the adoption of such
articles of association, whether arising from acts or omissions to act occurring
before or after the adoption of such articles of association. The provisions of
Article XXVII will be deemed to be a contract between the Registrant and each
director, officer, employee or agent who serves in such capacity at any time
while Article XXVII and the relevant provisions of the law, if any, are in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts or any action, suit
or proceeding then or theretofore existing, or any action, suit or proceeding
thereafter brought or threatened based in whole or in part on any such state of
facts. If any provision of Article XXVII shall be found to be invalid or limited
in application by reason of any law or regulation, it shall not affect any other
application of such provision or the validity of the remaining provisions
thereof. The rights of indemnification and advancement of expenses provided in
Article XXVII shall neither be exclusive of, nor be deemed in limitation of, any
rights to which any such officer, director, employee or agent may otherwise be
entitled or permitted by contract, vote of shareholders or directors or
otherwise, or as a matter of law, both as to actions in his official capacity
and actions in any other capacity while holding such office, it being the policy
of the Registrant that indemnification of the specified individuals, except in
respect of willful default or fraud, shall be made to the fullest extent
permitted by law.

              The Registrant maintains Directors and Officers Liability
Insurance coverage that reimburses sums paid by the Registrant as
indemnification to its directors and officers against specific liabilities.
Except for some policy terms, conditions and exclusions, such Directors and
Officers Liability Insurance covers losses that the insureds become legally
obligated to pay because of claims first made against the insureds. These claims
must be made during the policy period and result from wrongful acts that are
actually or allegedly caused, committed or attempted by the insureds before the
end of the policy period. Wrongful acts include any actual or alleged error,
misstatement, misleading statement or act, omission, neglect or breach of duty
by the insureds while acting in their individual or collective capacities as
directors or officers.

              The Merger Agreement provides that following the Effective Time,
the Registrant will cause Global Marine to indemnify, defend and hold harmless
to the fullest extent permitted under applicable law, (1) each person who is, or
has been at any time prior to the Effective Time,

<PAGE>

an officer or director of Global Marine or any of its subsidiaries or divisions,
(2) each person who served as a director, officer, trustee or fiduciary of
another corporation, partnership, joint venture, trust, pension or other
employee benefit plan or enterprise at the request of Global Marine and (3) each
person who is, or has been at any time prior to the Effective Time, a party to a
written employee indemnification agreement with Global Marine or any subsidiary
thereof, against all losses, claims, damages, liabilities, costs or expenses,
including attorneys' fees, judgments, fines, penalties and amounts paid in
settlement in connection with any claim, action, suit, proceeding or
investigation that arises out of or pertains to actual or alleged acts or
omissions by them in the capacities set forth in (1), (2) and (3) above, whether
commenced, asserted or claimed prior to the Effective Time. In the event of such
claim, action, suit, proceeding or investigation, the Registrant is required to
cause Global Marine to pay, as incurred, the fees and expenses of counsel
selected by the party to be indemnified, which counsel shall be reasonably
acceptable to Global Marine, in advance of the final disposition of any such
claim, action, suit, proceeding or investigation to the fullest extent permitted
by applicable law, and, if required, upon receipt of any undertaking required by
applicable law, and cooperate in the defense of such matter, provided, however,
Global Marine will not be liable for any settlement effected without its prior
consent, which consent shall not be unreasonably withheld, and provided further
that the Registrant and Global Marine will not be obligated to pay the fees and
disbursements of more than one counsel for all those individuals described in
(1), (2) and (3) above in any single claim, action, suit, proceeding or
investigation, unless in the good faith judgment of any such individuals, there
is or may be a conflict of interests between two or more of such individuals, in
which case there may be separate counsel for each similarly situated group.

              The Merger Agreement provides that the rights to indemnification
will survive the merger and continue in full force and effect. The Merger
Agreement also provides that for a period of six years after the Effective Time,
the Registrant will maintain officers' and directors' liability insurance
covering those individuals described in (1), (2) and (3) of the preceding
paragraph who were covered prior to the Effective Time by officers' and
directors' liability insurance policies maintained on terms substantially no
less advantageous to those individuals than the existing Global Marine
insurance, provided that the Registrant and Global Marine will not be required
to pay annual premiums in excess of 150% of the last annual premium paid by
Global Marine prior to the date of the Merger Agreement, in which case the
Registrant and Global Marine will purchase as much coverage as is reasonably
practicable for that amount.

              It is anticipated that the Registrant will be a party to indemnity
agreements with its directors and certain of its executive officers who serve
following the Effective Time. The Registrant is currently a party to
indemnification agreements with officers and directors who have served prior to
the Effective Time. Under these agreements, the Registrant indemnifies persons
against specific liabilities due to their service as directors and/or officers.
However, the actions that are the basis for the liabilities must have been made
in good faith and with a reasonable belief that the actions were not opposed to
the Registrant's best interests. For criminal proceedings, the director or
officer must have had reasonable cause to believe his conduct was lawful. The
indemnity agreements are binding agreements that may not be modified unless by a
signed writing executed by the Registrant and the indemnitee.

              For the undertaking with respect to indemnification, see Item 9
herein.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              See Exhibit Index.


<PAGE>

Item 9.       Undertakings.

              (a)  The undersigned Registrant hereby undertakes:

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

                   (i) To include any prospectus required by Section 10(a)(3) of
              the Securities Act;

                   (ii) 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 thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this Registration Statement; and

                   (iii) 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 the
              registration statement;

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the Commission
         by the Registrant 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; and

              (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.

              (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant'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 the time shall be deemed to be the initial bona
fide offering thereof.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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

<PAGE>

(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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
Registrant 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 Act and will be governed by the final adjudication of such
issue.

<PAGE>


                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, Texas on November 21, 2001.


                                     GlobalSantaFe Corporation


                                    By:    /s/ C. Stedman Garber, Jr.
                                       -----------------------------------------
                                       Name:   C. Stedman Garber, Jr.
                                       Title:  President and Chief Executive
                                               Officer


              Pursuant to the requirements of the Securities Act of 1933, this
Registration statement on Form S-8 has been signed by the following persons in
the capacities indicated on the date indicated.


Name and Signature           Capacity                          Date


*                                                              November 21, 2001
-------------------          Chairman of the Board of
Robert E. Rose               Directors


*
--------------------         President and Chief Executive     November 21, 2001
C. Stedman Garber, Jr.       Officer (Principal Executive
                             Officer), Director

*
--------------------         Vice President, Controller        November 21, 2001
James E. Oliver              and Treasurer (Principal
                             Accounting Officer)

*
--------------------         Senior Vice President and Chief   November 21, 2001
W. Matt Ralls                Financial Officer (Principal
                             Financial Officer)


*
--------------------         Senior Vice President, General    November 21, 2001
James L. McCulloch           Counsel and Secretary (Authorized
                             Representative in the United States)

<PAGE>


Name and Signature           Capacity                          Date


*
--------------------         Director                          November 21, 2001
Thomas W. Cason


*
-------------------          Director                          November 21, 2001
C. Russell Luigs


*                                                              November 21, 2001
-------------------          Director
Edward R. Muller


*
-------------------          Director                          November 21, 2001
Paul J. Powers


*
-------------------          Director                          November 21, 2001
Carroll W. Suggs


*
-------------------          Director                          November 21, 2001
John L. Whitmire


*
-------------------          Director                          November 21, 2001
Ferdinand A. Berger


*
-------------------          Director                          November 21, 2001
Richard L. George


*
--------------------         Director                          November 21, 2001
Stephen J. Solarz


*
--------------------         Director                          November 21, 2001
Nader H. Sultan

<PAGE>

Name and Signature           Capacity                          Date


*
--------------------         Director                          November 21, 2001
Khaled R. Al-Haroon


*
--------------------         Director                          November 21, 2001
Maha A.R. Razzuqi


*By:  /s/ Seals M. McCarty
    -----------------------------------
    Seals M. McCarty (Attorney-in-fact)


<PAGE>


              Global Marine Savings Plan. Pursuant to the reqirements of the
Securities Act, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on this
21 day of November, 2001.

                                            GLOBAL MARINE SAVINGS PLAN


                                            By:  /s/ William H. Gammerdinger
                                               ---------------------------------
                                               Name:   William H. Gammerdinger
                                               Title:  Chairman of the
                                                       Administrative Committee
                                                       of the Global Marine
                                                       Savings Plan


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number        Description
-------       -----------

4.1           Agreement and Plan of Merger, dated as of August 31, 2001, among
              Santa Fe International Corporation, Silver Sub, Inc., Gold Merger
              Sub, Inc. and Global Marine Inc.(incorporated by reference to
              Exhibit 2.1 to the Registration Statement on Form S-4
              (Registration No. 333-70268)).

4.2           Amended and Restated Memorandum of Association of GlobalSantaFe
              Corporation (incorporated by reference to Exhibit 3.1 to the
              Registration Statement on Form S-4 (Registration No. 333-70268)).

4.3           Amended and Restated Articles of Association of GlobalSantaFe
              Corporation (incorporated by reference to Exhibit 3.2 to the
              Registration Statement on Form S-4 (Registration No. 333-70268)).

4.4           GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan
              (incorporated by reference to Exhibit 10.1 to Global Marine's
              Quarterly Report on Form 10-Q for the quarter ended March 31,
              1998), as amended by the First Amendment to the GlobalSantaFe
              Corporation 1998 Stock Option and Incentive Plan (incorporated by
              reference to Exhibit 10.2 to Global Marine's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2000).

4.5           GlobalSantaFe Corporation 1994 Non-Employee Stock Option and
              Incentive Plan.

4.6           Global Marine 1990 Non-Employee Director Stock Option Plan
              (incorporated by reference to Exhibit 10.1 to Global Marine Annual
              Report on Form 10-K for the year ended December 31, 1991), as
              amended by the First Amendment to the Global Marine 1990
              Non-Employee Director Stock Option Plan (incorporated by reference
              to Exhibit 10.1 to Global Marine Quarterly Report on Form 10-Q for
              the quarter ended June 30,1995), and by the Second Amendment to
              the Global Marine 1990 Non-Employee Director Stock Option Plan
              (incorporated by reference to Exhibit 10.37 to Global Marine
              Annual Report on Form 10-K for the year ended December 31, 1996).

4.7           Global Marine Inc. 1989 Stock Option and Incentive Plan
              (incorporated by reference to Exhibit 10.6 to Global Marine's
              Annual Report on Form 10-K for the year ended December 31, 1988),
              as amended by the First Amendment to the Global Marine Inc. 1989
              Stock Option and Incentive Plan (incorporated by reference to
              Exhibit 10.6 to Global Marine's Annual Report on Form 10-K for the
              year ended December 31, 1990), the Second Amendment to the Global
              Marine Inc. 1989 Stock Option and Incentive

<PAGE>

              Plan (incorporated by reference to Exhibit 10.7 to Global Marine's
              Annual Report on Form 10-K for the year ended December 31, 1991),
              the Third Amendment to the Global Marine Inc. 1989 Stock Option
              and Incentive Plan (incorporated by reference to Exhibit 10.19 to
              Global Marine's Annual Report on Form 10-K for the year ended
              December 31, 1993), the Fourth Amendment to the Global Marine Inc.
              1989 Stock Option and Incentive Plan (incorporated by reference to
              Exhibit 10.16 to Global Marine's Annual Report on Form 10-K for
              the year ended December 31, 1994), the Fifth Amendment to the
              Global Marine Inc. 1989 Stock Option and Incentive Plan
              (incorporated by reference to Exhibit 10.1 to Global Marine's
              Quarterly Report on Form 10-Q for the quarter ended June 30, 1996)
              and the Sixth Amendment to the Global Marine Inc. 1989 Stock
              Option and Incentive Plan (incorporated by reference to Exhibit
              10.18 to Global Marine's Annual Report on Form 10-K for the year
              ended December 31, 1996).

*4.8          GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option
              and Incentive Plan.

4.9           Global Marine Incentive Savings Plan.

*5.1          Opinion of Maples and Calder as to the legality of the shares
              being registered.

*15.1         Awareness Letter of PricewaterhouseCoopers LLP, independent
              accountants of Global Marine.

*23.1         Consent of Ernst & Young LLP, independent auditors of the
              Registrant.

*23.2         Consent of PricewaterhouseCoopers LLP, independent accountants of
              Global Marine.

*23.3         Consent of Maples and Calder (included in exhibit 5.1).

*24           Powers of Attorney.






______________________________

*   Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "fs8_111901.txt", "description": "FORM S-8", "secsgml_size_bytes": 35625}]
{"company-data": {"conformed-name": "GLOBALSANTAFE CORP", "cik": "0001038914", "assigned-sic": "1381", "irs-number": "980108989", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73878", "film-number": "1798138"}, "business-address": {"street1": "777 N. ELDRIDGE PARKWAY", "street2": "-", "city": "HOUSTON", "state": "TX", "zip": "77079-4483", "phone": "713-596-5100"}, "mail-address": {"street1": "777 N. ELDRIDGE PARKWAY", "street2": "-", "city": "HOUSTON", "state": "TX", "zip": "77079-4483"}, "former-company": {"former-conformed-name": "SANTA FE INTERNATIONAL CORP/", "date-changed": "19970508"}}
As filed with the Securities and Exchange Commission on November 21, 2001
                                                    Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _________________________
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            _________________________
                            GLOBALSANTAFE CORPORATION
             (Exact name of registrant as specified in its charter)

              Cayman Islands                     98-0108989
              (State or other jurisdiction of    (I.R.S. Employer
              incorporation or organization)     Identification No.)

                             777 N. Eldridge Parkway
                            Houston, Texas 77079-4493

          (Address of principal executive offices, including zip code)
                           --------------------------
      GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and
                                 Incentive Plan
         GlobalSanteFe Corporation 1998 Stock Option and Incentive Plan
   GlobalSantaFe Corporation 1994 Non-Employee Stock Option and Incentive Plan
                      Global Marine Incentive Savings Plan
                           (Full titles of the plans)

                            James L. McCulloch, Esq.
                             Senior Vice President,
                          General Counsel and Secretary
                            GlobalSantaFe Corporation
                             777 N. Eldridge Parkway
                            Houston, Texas 77079-4493
                                 (281) 596-5100
 (Name, address and telephone number, including area code, of agent for service)

                                            CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
   Title of securities          Amount to be          Proposed Maximum          Proposed Maximum             Amount of
    to be registered           Registered(1)         Offering Price per        Aggregate Offering        Registration Fee
                                                            Share                   Price
------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par          4,177,148(2)              $32.86(4)                $137,261,083.28             $0(6)
value $.01 per share
------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par          3,879,722(3)              $20.46(5)                $79,379,112.12              $0(6)
value $.01 per share
------------------------------------------------------------------------------------------------------------------------------
Total:                        8,056,870                                          $216,640,195.40             $0(6)
(1)      This registration statement on Form S-8 (this "Registration Statement")
         shall also cover any additional ordinary shares, par value $0.01 per
         share (the "Ordinary Shares"), of GlobalSantaFe Corporation (the
         "Registrant") which become issuable under any of the Registrant's plans
         registered pursuant to this Registration Statement by reason of any
         stock dividend, stock split, recapitalization or any other similar
         transaction or similar transaction effected without the receipt of
         consideration which results in an increase in the number of the
         Registrant's outstanding Ordinary Shares. Pursuant to Rule 416(c) under
         the Securities Act of 1933, as amended (the "Securities Act"), this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the Global Marine Incentive Savings
         Plan.

(2)      Represents an aggregate of 4,177,148 Ordinary Shares of the Registrant
         relating to outstanding awards and issuable under the following plans:
         42,560 Ordinary Shares under the GlobalSantaFe Corporation 2001
         Non-Employee Director Stock Option and Incentive Plan, 4,114,638
         Ordinary Shares under the GlobalSantaFe Corporation 1998 Stock Option
         and Incentive Plan and 19,950 Ordinary Shares under the GlobalSantaFe
         Corporation 1994 Non-Employee Stock Option and Incentive Plan
         (collectively, the "Plans"). Pursuant to an Agreement and Plan of
         Merger, dated as of August 31, 2001 (the "Merger Agreement") among the
         Registrant, Silver Sub, Inc., Gold Merger Sub, Inc. ("Gold Merger Sub")
         and Global Marine Inc. ("Global Marine"), among other things, on
         November 20, 2001 (the "Effective Time") (i) Gold Merger Sub merged
         with and into Global Marine, with Global Marine as the surviving
         entity, (ii) Global Marine became an indirect, wholly owned subsidiary
         of the Registrant (together with (i), the "Merger"), (iii) each share
         of common stock, par value $0.10 per share, of Global Marine ("Global
         Marine Common Stock") outstanding immediately prior to the Effective
         Time was converted into a right to receive 0.665 Ordinary Shares (the
         "Merger Ratio") and (iv) Ordinary Shares, rather than shares of Global
         Marine Common Stock, became issuable pursuant to the Plans for
         outstanding awards under the Plans.

(3)      Represents an aggregate of 3,879,722 Ordinary Shares of the Registrant
         available for issuance pursuant to the following plans: 550,288
         Ordinary Shares under the GlobalSantaFe Corporation 2001 Non-Employee
         Director Stock Option and Incentive Plan, 3,190,013 Ordinary Shares
         under the GlobalSantaFe Corporation 1998 Stock Option and Incentive
         Plan, 46,321 Ordinary Shares under the GlobalSantaFe Corporation 1994
         Non-Employee Stock Option and Incentive Plan and 93,100 Ordinary Shares
         under the Global Marine Incentive Savings Plan.

(4)      Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum
         Offering Price Per Share and the Proposed Maximum Aggregate Offering
         Price for a total of 4,177,148 Ordinary Shares subject to currently
         outstanding options are based on the exercise price of the stock
         options adjusted by the Merger Ratio.

(5)      Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
         Maximum Offering Price Per Share and the Proposed Maximum Aggregate
         Offering Price for a total of 3,879,722 Ordinary Shares are estimated
         solely for the purpose of calculating the registration fee and are
         based on the average of the high and low prices of the of the Ordinary
         Shares on the New York Stock Exchange consolidated reporting system on
         November 16, 2001.

(6)      The aggregate amount of registration fee for this Registration
         Statement is $54,160.04. Pursuant to Rule 457(p) of the Securities Act,
         the aggregate amount of the registration fee to be paid is offset by
         $32,859.72, representing the amount of the registration fees associated
         with 3,500,000 unsold Ordinary Shares previously paid in connection
         with the filing of the Registration Statement on Form F-3, filed June
         2, 2000 (File No. 333-38436), by $18,530.44, representing the amount
         of registration fees associated with 4,500.00 unsold shares of Global
         Marine Common Stock, previously paid in connection with the filing of
         the Registration Statement on Form S-8, filed June 10, 1999 (File No.
         333-80383) and by $2,769.88, representing the amount of the
         registration fees associated with 364,458 unsold shares of Global
         Marine Common Stock, previously paid in connection with the filing of
         the Registration Statement on Form S-8, filed June 27, 2000 (File No.
         333-40244). As a result, no registration fee is owed pursuant to this
         Registration Statement.
Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*

______________________________
*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

              The following documents that the Registrant has filed with or
furnished to the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference and made a part hereof:

         (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
              2000;

         (b)  Quarterly Reports on Form 10-Q for the periods ended  September
              30, 2001, June 30, 2001, and March 31, 2001;

         (c)  Current Report on Form 8-K filed with the Commission on November
              20, 2001

         (d)  Current Report on Form 8-K filed with the Commission on October 9,
              2001;

         (e)  Current Report on Form 8-K filed with the Commission on September
              4, 2001;

         (f)  Current Report on Form 8-K filed with the Commission on March 13,
              2001;

         (g)  The Registrant's Registration Statement on Form S-4 filed with the
              Commission on October 12, 2001; and

         (h)  The description of the Registant's Ordinary Shares contained in
              its Registration Statement on Form F-1 dated May 14, 1997.

              The following documents filed with the Commission by Global Marine
are hereby incorporated by reference into this Registration Statement:

         (a)  Annual Report on Form 10-K for the fiscal year ended December 31,
              2000;

         (b)  Annual Report on Form 11-K for the Global Marine Incentive Savings
              Plan for the fiscal year ended December 31, 2000; and

         (c)  Quarterly Report on Form 10-Q for the period ended September 30,
              2001.

              All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities and Exchange Act (the "Exchange Act")
subsequent to the effective date of this Registration Statement, but prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or de-registering
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.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              None.

Item 6.       Indemnification of Directors and Officers.

              Cayman Islands law does not limit the extent to which a company
may indemnify its directors, officers, employees and agents except to the extent
that such provision may be held by the Cayman Islands courts to be contrary to
public policy. For instance, a provision purporting to provide indemnification
against the consequences of committing a crime may be deemed contrary to public
policy. In addition, an officer or director may not be indemnified for his own
fraud, willful neglect or willful default. The Registrant's amended articles of
association make indemnification of directors and officers and advancement of
expenses to defend claims against directors and officers mandatory on the part
of the Registrant to the fullest extent allowed by law.

              Article XXVII of the Registrant's amended and restated articles of
association provides that:

              The Registrant will indemnify, except in respect of willful
default or fraud, to the full extent at the date such articles of association
were adopted or thereafter permitted by law, any person (including his heirs,
executors and administrators) who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, without
limitation, an action by or in the right of the Registrant), by reason of his
acting as, or having in the past acted as, a director, officer, employee or
agent of, or his acting in any other capacity for or on behalf of, the
Registrant (including his serving for, on behalf of or at the request of the
Registrant as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, or in a fiduciary or
other capacity with respect to any employee benefit plan maintained by the
Registrant) against any expense (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
(or his heirs, executors and administrators) in respect thereof. The Registrant
shall advance the expenses of defending any such action, suit or proceeding
(including appeals) in accordance with and to the full extent at the date such
articles of association were adopted or thereafter permitted by law.

              The board of directors of the Registrant may, notwithstanding any
interest of the directors in such action, authorize the Registrant to purchase
and maintain insurance on behalf of any person described in Section 27.1(a) of
Article XXVII, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability under
the provisions of Article XXVII.

              The provisions of Article XXVII will be applicable to all actions,
claims, suits or proceedings made or commenced after the adoption of such
articles of association, whether arising from acts or omissions to act occurring
before or after the adoption of such articles of association. The provisions of
Article XXVII will be deemed to be a contract between the Registrant and each
director, officer, employee or agent who serves in such capacity at any time
while Article XXVII and the relevant provisions of the law, if any, are in
effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts or any action, suit
or proceeding then or theretofore existing, or any action, suit or proceeding
thereafter brought or threatened based in whole or in part on any such state of
facts. If any provision of Article XXVII shall be found to be invalid or limited
in application by reason of any law or regulation, it shall not affect any other
application of such provision or the validity of the remaining provisions
thereof. The rights of indemnification and advancement of expenses provided in
Article XXVII shall neither be exclusive of, nor be deemed in limitation of, any
rights to which any such officer, director, employee or agent may otherwise be
entitled or permitted by contract, vote of shareholders or directors or
otherwise, or as a matter of law, both as to actions in his official capacity
and actions in any other capacity while holding such office, it being the policy
of the Registrant that indemnification of the specified individuals, except in
respect of willful default or fraud, shall be made to the fullest extent
permitted by law.

              The Registrant maintains Directors and Officers Liability
Insurance coverage that reimburses sums paid by the Registrant as
indemnification to its directors and officers against specific liabilities.
Except for some policy terms, conditions and exclusions, such Directors and
Officers Liability Insurance covers losses that the insureds become legally
obligated to pay because of claims first made against the insureds. These claims
must be made during the policy period and result from wrongful acts that are
actually or allegedly caused, committed or attempted by the insureds before the
end of the policy period. Wrongful acts include any actual or alleged error,
misstatement, misleading statement or act, omission, neglect or breach of duty
by the insureds while acting in their individual or collective capacities as
directors or officers.

              The Merger Agreement provides that following the Effective Time,
the Registrant will cause Global Marine to indemnify, defend and hold harmless
to the fullest extent permitted under applicable law, (1) each person who is, or
has been at any time prior to the Effective Time,
an officer or director of Global Marine or any of its subsidiaries or divisions,
(2) each person who served as a director, officer, trustee or fiduciary of
another corporation, partnership, joint venture, trust, pension or other
employee benefit plan or enterprise at the request of Global Marine and (3) each
person who is, or has been at any time prior to the Effective Time, a party to a
written employee indemnification agreement with Global Marine or any subsidiary
thereof, against all losses, claims, damages, liabilities, costs or expenses,
including attorneys' fees, judgments, fines, penalties and amounts paid in
settlement in connection with any claim, action, suit, proceeding or
investigation that arises out of or pertains to actual or alleged acts or
omissions by them in the capacities set forth in (1), (2) and (3) above, whether
commenced, asserted or claimed prior to the Effective Time. In the event of such
claim, action, suit, proceeding or investigation, the Registrant is required to
cause Global Marine to pay, as incurred, the fees and expenses of counsel
selected by the party to be indemnified, which counsel shall be reasonably
acceptable to Global Marine, in advance of the final disposition of any such
claim, action, suit, proceeding or investigation to the fullest extent permitted
by applicable law, and, if required, upon receipt of any undertaking required by
applicable law, and cooperate in the defense of such matter, provided, however,
Global Marine will not be liable for any settlement effected without its prior
consent, which consent shall not be unreasonably withheld, and provided further
that the Registrant and Global Marine will not be obligated to pay the fees and
disbursements of more than one counsel for all those individuals described in
(1), (2) and (3) above in any single claim, action, suit, proceeding or
investigation, unless in the good faith judgment of any such individuals, there
is or may be a conflict of interests between two or more of such individuals, in
which case there may be separate counsel for each similarly situated group.

              The Merger Agreement provides that the rights to indemnification
will survive the merger and continue in full force and effect. The Merger
Agreement also provides that for a period of six years after the Effective Time,
the Registrant will maintain officers' and directors' liability insurance
covering those individuals described in (1), (2) and (3) of the preceding
paragraph who were covered prior to the Effective Time by officers' and
directors' liability insurance policies maintained on terms substantially no
less advantageous to those individuals than the existing Global Marine
insurance, provided that the Registrant and Global Marine will not be required
to pay annual premiums in excess of 150% of the last annual premium paid by
Global Marine prior to the date of the Merger Agreement, in which case the
Registrant and Global Marine will purchase as much coverage as is reasonably
practicable for that amount.

              It is anticipated that the Registrant will be a party to indemnity
agreements with its directors and certain of its executive officers who serve
following the Effective Time. The Registrant is currently a party to
indemnification agreements with officers and directors who have served prior to
the Effective Time. Under these agreements, the Registrant indemnifies persons
against specific liabilities due to their service as directors and/or officers.
However, the actions that are the basis for the liabilities must have been made
in good faith and with a reasonable belief that the actions were not opposed to
the Registrant's best interests. For criminal proceedings, the director or
officer must have had reasonable cause to believe his conduct was lawful. The
indemnity agreements are binding agreements that may not be modified unless by a
signed writing executed by the Registrant and the indemnitee.

              For the undertaking with respect to indemnification, see Item 9
herein.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              See Exhibit Index.
Item 9.       Undertakings.

              (a)  The undersigned Registrant hereby undertakes:

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

                   (i) To include any prospectus required by Section 10(a)(3) of
              the Securities Act;

                   (ii) 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 thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in this Registration Statement; and

                   (iii) 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 the
              registration statement;

         provided, however, that the undertakings set forth in paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a post-effective amendment by those paragraphs is
         contained in periodic reports filed with or furnished to the Commission
         by the Registrant 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; and

              (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.

              (b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant'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 the time shall be deemed to be the initial bona
fide offering thereof.

              (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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
Registrant 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, Texas on November 21, 2001.

                                     GlobalSantaFe Corporation

                                    By:    /s/ C. Stedman Garber, Jr.
                                       -----------------------------------------
                                       Name:   C. Stedman Garber, Jr.
                                       Title:  President and Chief Executive
                                               Officer

              Pursuant to the requirements of the Securities Act of 1933, this
Registration statement on Form S-8 has been signed by the following persons in
the capacities indicated on the date indicated.

Name and Signature           Capacity                          Date

*                                                              November 21, 2001
-------------------          Chairman of the Board of
Robert E. Rose               Directors

*
--------------------         President and Chief Executive     November 21, 2001
C. Stedman Garber, Jr.       Officer (Principal Executive
                             Officer), Director

*
--------------------         Vice President, Controller        November 21, 2001
James E. Oliver              and Treasurer (Principal
                             Accounting Officer)

*
--------------------         Senior Vice President and Chief   November 21, 2001
W. Matt Ralls                Financial Officer (Principal
                             Financial Officer)

*
--------------------         Senior Vice President, General    November 21, 2001
James L. McCulloch           Counsel and Secretary (Authorized
                             Representative in the United States)
Name and Signature           Capacity                          Date

*
--------------------         Director                          November 21, 2001
Thomas W. Cason

*
-------------------          Director                          November 21, 2001
C. Russell Luigs

*                                                              November 21, 2001
-------------------          Director
Edward R. Muller

*
-------------------          Director                          November 21, 2001
Paul J. Powers

*
-------------------          Director                          November 21, 2001
Carroll W. Suggs

*
-------------------          Director                          November 21, 2001
John L. Whitmire

*
-------------------          Director                          November 21, 2001
Ferdinand A. Berger

*
-------------------          Director                          November 21, 2001
Richard L. George

*
--------------------         Director                          November 21, 2001
Stephen J. Solarz

*
--------------------         Director                          November 21, 2001
Nader H. Sultan
Name and Signature           Capacity                          Date

*
--------------------         Director                          November 21, 2001
Khaled R. Al-Haroon

*
--------------------         Director                          November 21, 2001
Maha A.R. Razzuqi

*By:  /s/ Seals M. McCarty
    -----------------------------------
    Seals M. McCarty (Attorney-in-fact)
Global Marine Savings Plan. Pursuant to the reqirements of the
Securities Act, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on this
21 day of November, 2001.

                                            GLOBAL MARINE SAVINGS PLAN

                                            By:  /s/ William H. Gammerdinger
                                               ---------------------------------
                                               Name:   William H. Gammerdinger
                                               Title:  Chairman of the
                                                       Administrative Committee
                                                       of the Global Marine
                                                       Savings Plan
EXHIBIT INDEX

Exhibit
Number        Description
-------       -----------

4.1           Agreement and Plan of Merger, dated as of August 31, 2001, among
              Santa Fe International Corporation, Silver Sub, Inc., Gold Merger
              Sub, Inc. and Global Marine Inc.(incorporated by reference to
              Exhibit 2.1 to the Registration Statement on Form S-4
              (Registration No. 333-70268)).

4.2           Amended and Restated Memorandum of Association of GlobalSantaFe
              Corporation (incorporated by reference to Exhibit 3.1 to the
              Registration Statement on Form S-4 (Registration No. 333-70268)).

4.3           Amended and Restated Articles of Association of GlobalSantaFe
              Corporation (incorporated by reference to Exhibit 3.2 to the
              Registration Statement on Form S-4 (Registration No. 333-70268)).

4.4           GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan
              (incorporated by reference to Exhibit 10.1 to Global Marine's
              Quarterly Report on Form 10-Q for the quarter ended March 31,
              1998), as amended by the First Amendment to the GlobalSantaFe
              Corporation 1998 Stock Option and Incentive Plan (incorporated by
              reference to Exhibit 10.2 to Global Marine's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 2000).

4.5           GlobalSantaFe Corporation 1994 Non-Employee Stock Option and
              Incentive Plan.

4.6           Global Marine 1990 Non-Employee Director Stock Option Plan
              (incorporated by reference to Exhibit 10.1 to Global Marine Annual
              Report on Form 10-K for the year ended December 31, 1991), as
              amended by the First Amendment to the Global Marine 1990
              Non-Employee Director Stock Option Plan (incorporated by reference
              to Exhibit 10.1 to Global Marine Quarterly Report on Form 10-Q for
              the quarter ended June 30,1995), and by the Second Amendment to
              the Global Marine 1990 Non-Employee Director Stock Option Plan
              (incorporated by reference to Exhibit 10.37 to Global Marine
              Annual Report on Form 10-K for the year ended December 31, 1996).

4.7           Global Marine Inc. 1989 Stock Option and Incentive Plan
              (incorporated by reference to Exhibit 10.6 to Global Marine's
              Annual Report on Form 10-K for the year ended December 31, 1988),
              as amended by the First Amendment to the Global Marine Inc. 1989
              Stock Option and Incentive Plan (incorporated by reference to
              Exhibit 10.6 to Global Marine's Annual Report on Form 10-K for the
              year ended December 31, 1990), the Second Amendment to the Global
              Marine Inc. 1989 Stock Option and Incentive
Plan (incorporated by reference to Exhibit 10.7 to Global Marine's
              Annual Report on Form 10-K for the year ended December 31, 1991),
              the Third Amendment to the Global Marine Inc. 1989 Stock Option
              and Incentive Plan (incorporated by reference to Exhibit 10.19 to
              Global Marine's Annual Report on Form 10-K for the year ended
              December 31, 1993), the Fourth Amendment to the Global Marine Inc.
              1989 Stock Option and Incentive Plan (incorporated by reference to
              Exhibit 10.16 to Global Marine's Annual Report on Form 10-K for
              the year ended December 31, 1994), the Fifth Amendment to the
              Global Marine Inc. 1989 Stock Option and Incentive Plan
              (incorporated by reference to Exhibit 10.1 to Global Marine's
              Quarterly Report on Form 10-Q for the quarter ended June 30, 1996)
              and the Sixth Amendment to the Global Marine Inc. 1989 Stock
              Option and Incentive Plan (incorporated by reference to Exhibit
              10.18 to Global Marine's Annual Report on Form 10-K for the year
              ended December 31, 1996).

*4.8          GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option
              and Incentive Plan.

4.9           Global Marine Incentive Savings Plan.

*5.1          Opinion of Maples and Calder as to the legality of the shares
              being registered.

*15.1         Awareness Letter of PricewaterhouseCoopers LLP, independent
              accountants of Global Marine.

*23.1         Consent of Ernst & Young LLP, independent auditors of the
              Registrant.

*23.2         Consent of PricewaterhouseCoopers LLP, independent accountants of
              Global Marine.

*23.3         Consent of Maples and Calder (included in exhibit 5.1).

*24           Powers of Attorney.

______________________________

*   Filed herewith.