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                                                                     EXHIBIT 4.1

                          CERTIFICATE OF INCORPORATION
                               OCEAN ENERGY, INC.

                                    ARTICLE I
                                      NAME

         The name of the corporation is Ocean Energy, Inc. (the "Corporation").

                                   ARTICLE II
                                REGISTERED AGENT

         The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle,
19801. The name of the registered agent of the Corporation at such address is
The Corporation Trust Company.

                                   ARTICLE III
                                     PURPOSE

         The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

                                   ARTICLE IV
                                  CAPITAL STOCK

         The total number of shares of capital stock which the Corporation shall
have authority to issue is 530,000,000 shares, consisting of 10,000,000 shares
of Preferred Stock of the par value of $1.00 per share and 520,000,000 shares of
Common Stock of the par value of $.10 per share.

         The following is a statement fixing certain of the designations and
powers, voting powers, preferences, and relative, participating, optional or
other rights of the Preferred Stock and the Common Stock of the Corporation, and
the qualifications, limitations or restrictions thereof, and the authority with
respect thereto expressly granted to the Board of Directors of the Corporation
to fix any such provisions not fixed by this Certificate of Incorporation:

         A.       Preferred Stock


         The Board of Directors is hereby expressly vested with the authority to
adopt a resolution or resolutions providing for the issuance of authorized but
unissued shares of Preferred Stock, which shares may be issued from time to time
in one or more series and in such amounts as may be determined by the Board of
Directors in such resolution or resolutions. The powers, voting powers,
designations, preferences, and relative, participating, optional or other
rights, if any, of each series of Preferred Stock and the qualifications,
limitations or restrictions, if any, of such powers, preferences and/or rights
(collectively the "Series Terms"), shall be such as are stated and expressed in
a resolution or resolutions providing for the creation or revision of such
Series Terms (a "Preferred Stock Series Resolution") adopted by the Board of
Directors (or a




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committee of the Board of Directors to which such responsibility is specifically
and lawfully delegated). The powers of the Board with respect to the Series
Terms of a particular series shall include, but not be limited to, determination
of the following:

         (i)      The number of shares constituting that series and the
                  distinctive designation of that series, or any increase or
                  decrease (but not below the number of shares thereof then
                  outstanding) in such number;

         (ii)     The dividend rate or method of determining dividends on the
                  shares of that series, any conditions upon which such
                  dividends shall be payable, and the date or dates or the
                  method for determining the date or dates upon which such
                  dividends shall be payable, whether such dividends, if any,
                  shall be cumulative, and, if so, the date or dates from which
                  dividends payable on such shares shall accumulate, and the
                  relative rights of priority, if any, of payment of dividends
                  on shares of that series;

         (iii)    The voting rights and powers, if any, of the holders of any
                  series of Preferred Stock generally or with respect to any
                  particular matter, which may be less than, equal to or greater
                  than one vote per share, and which may, without limiting the
                  generality of any other series of Preferred Stock or all
                  series of Preferred Stock as a class, to elect one or more
                  directors of the Corporation generally or under such specific
                  circumstances and on such conditions, as shall be provided in
                  the resolution or resolutions of the Board of Directors (or
                  such committee of the Board of Directors, as the case may be)
                  adopted pursuant hereto, including, without limitation, in the
                  event there shall have been a default in the payment of
                  dividends on or redemption of any one or more series of
                  Preferred Stock;

         (iv)     Whether that series shall have conversion or exchange
                  privileges with respect to shares of any other class or
                  classes of stock or of any other series of any class of stock,
                  and, if so, the terms and conditions of such conversion or
                  exchange, including provision for adjustment of the conversion
                  or exchange rate upon occurrence of such events as the Board
                  of Directors shall determine;

         (v)      Whether the shares of that series shall be redeemable, and, if
                  so, the price or prices and the terms and conditions of such
                  redemption, including their relative rights of priority, if
                  any, of redemption, the date or dates upon or after which they
                  shall be redeemable, provisions regarding redemption notices,
                  and the amount per share payable in case of redemption, which
                  amount may vary under different conditions and at different
                  redemption dates;

         (vi)     Whether that series shall have a sinking fund for the
                  redemption or repurchase of shares of that series, and, if so,
                  the terms, conditions and amount of such sinking fund;

         (vii)    The rights, if any, of the shares of that series in the event
                  of voluntary or involuntary liquidation, dissolution, or
                  winding up of the Corporation or in the


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                  event of any merger or consolidation of or sale of assets by
                  the Corporation, and the relative rights of priority, if any,
                  of payment of shares of that series;

         (viii)   The conditions or restrictions upon the creation of
                  indebtedness of the Corporation or upon the issuance of
                  additional Preferred Stock or other capital stock ranking on a
                  parity therewith, or prior thereto, with respect to dividends
                  or distribution of assets upon liquidation;

         (ix)     The conditions or restrictions with respect to the issuance
                  of, payment of dividends upon, or the making of other
                  distributions to, or the acquisition or redemption of, shares
                  ranking junior to the Preferred Stock or to any series thereof
                  with respect to dividends or distribution of assets upon
                  liquidation; and

         (x)      Any other designations, powers, preferences, and relative,
                  participating, optional or other rights, including, without
                  limitation, any qualifications, limitations, or restrictions
                  thereof.

         Subject to the provisions of this Article IV, shares of one or more
series of Preferred Stock may be authorized or issued from time to time as shall
be determined by and for such consideration as shall be fixed by the Board of
Directors (or a designated committee thereof), in an aggregate amount not
exceeding the total number of shares of Preferred Stock authorized by this
Certificate of Incorporation. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the
outstanding shares of Common Stock, without a vote of the holders of the
Preferred Stock, or of any series thereof, unless a vote of any such holder is
required pursuant to any Preferred Stock Series Resolution. Except as required
by law, holders of Preferred Stock shall not be entitled to receive notice of
any meeting of stockholders at which they are not entitled to vote. Except in
respect of series particulars fixed by the Board of Directors as permitted
hereby, all shares of Preferred Stock shall be of equal rank and shall be
identical. All shares of any one series of Preferred Stock so designated by the
Board of Directors shall be alike in every particular, except that shares of any
one series issued at different times may differ as to the dates from which
dividends thereon shall be cumulative.

         B.       Common Stock


         (i)      Subject to the provisions of any Preferred Stock Series
                  Resolution, the Board of Directors may, in its discretion, out
                  of funds legally available for the payment of dividends and at
                  such times and in such manner as determined by the Board of
                  Directors, declare and pay dividends on the Common Stock of
                  the Corporation.

         (ii)     In the event of any liquidation, dissolution or winding up of
                  the Corporation, whether voluntary or involuntary, after
                  payment or provision for payment of the debts and other
                  liabilities of the Corporation and payment or setting aside
                  for payment of any preferential amount due to the holders of
                  any other class or series of stock, the holders of the Common
                  Stock shall be entitled to receive ratably any or all assets
                  remaining to be paid or distributed.


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         (i)      Subject to any special voting rights set forth in any
                  Preferred Stock Series Resolution, the holders of the Common
                  Stock of the Corporation shall be entitled at all meetings of
                  stockholders to one vote for each share of such stock held by
                  them. Except as may be provided in a Preferred Stock Series
                  Resolution, the Common Stock shall have the exclusive right to
                  vote for the election of directors and for all other purposes.

         C.       No Preemptive Rights


         No holder of shares of stock of the Corporation shall have any
preemptive or other rights, except as such rights are expressly provided by
contract, to purchase or subscribe for or receive any shares of any class, or
series thereof, of stock of the Corporation, whether now or hereafter
authorized, or any warrants, options, bonds, debentures or other securities
convertible into, exchangeable for or carrying any right to purchase any shares
of any class, or series thereof, of stock; but such additional shares of stock
and such warrants, options, bonds, debentures or other securities convertible
into, exchangeable for or carrying any right to purchase any shares of any
class, or series thereof, of stock may be issued or disposed of by the Board of
Directors to such persons, and on such terms and for such lawful consideration,
as in its discretion it shall deem advisable or as to which the Corporation
shall have by binding contract agreed.

         D.       Registered Owner


         The Corporation shall be entitled to treat the person in whose name any
share of its stock is registered as the owner thereof for all purposes and shall
not be bound to recognize any equitable or other claim to, or interest in, such
share on the part of any other person, whether or not the Corporation shall have
notice thereof, except as expressly provided by applicable law.

                                    ARTICLE V
                               BOARD OF DIRECTORS

         The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

         The number, classification, and terms of the Board of Directors of the
Corporation and the procedures to elect directors, to remove directors, and to
fill vacancies in the Board of Directors shall be as follows:

         (i) Subject to the rights of holders of any series of Preferred Stock
         to elect additional directors under specified circumstances, the number
         of directors that shall constitute the whole Board of Directors shall
         from time to time be fixed exclusively by the Board of Directors by a
         resolution adopted by a majority of the whole Board of Directors
         serving at the time of that vote. In no event shall the number of
         directors that constitute the whole Board of Directors be fewer than
         three. No decrease in the number of directors


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         shall have the effect of shortening the term of any incumbent director.
         Directors of the Corporation need not be elected by written ballot
         unless the Bylaws of the Corporation otherwise provide.

         (ii) The Board of Directors of the Corporation shall be divided into
         three classes designated Class I, Class II, and Class III,
         respectively, all as nearly equal in number as possible. The initial
         term of office of directors of Class I shall expire at the annual
         meeting of stockholders of the Corporation in 2002, of Class II shall
         expire at the annual meeting of stockholders of the Corporation in
         2003, and of Class III shall expire at the annual meeting of
         stockholders of the Corporation in 2004, or, in all cases, as to each
         director until his successor is elected and qualified or until his
         earlier death, resignation or removal. At each annual meeting of
         stockholders beginning with the annual meeting of stockholders in 2002,
         each director elected to succeed a director whose term is then expiring
         shall hold his office until the third annual meeting of stockholders
         after his election and until his successor is elected and qualified or
         until his earlier death, resignation or removal. The directors chosen
         to succeed those whose terms then expire shall be identified as being
         of the same class as the directors they succeed.

         (iii) Vacancies in the Board of Directors resulting from death,
         resignation, retirement, disqualification, removal from office, or
         other cause and newly-created directorships resulting from any increase
         in the authorized number of directors may only be filled by no less
         than a majority vote of the remaining directors then in office, though
         less than a quorum, or by the sole remaining director (but not by the
         stockholders except as required by law), and each director so chosen
         shall receive the classification of the vacant directorship to which he
         has been appointed or, if it is a newly-created directorship, shall
         receive the classification that at least a majority of the Board of
         Directors designates and shall hold office until the first meeting of
         stockholders held after his election for the purpose of electing
         directors of that classification and until his successor is elected and
         qualified or until his earlier death, resignation, or removal from
         office.

         (iv) A director of any class of directors of the Corporation may be
         removed before the expiration date of that director's term of office
         only for cause, by an affirmative vote of the holders of at least
         two-thirds of the votes of the outstanding shares of the class or
         classes or series of stock then entitled to be voted at an election of
         directors of that class or series, voting together as a single class.

         Notwithstanding the foregoing, whenever the holders of any one or more
series of Preferred Stock issued by the Corporation shall have the right, voting
separately by series, to elect one or more directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of such
series of Preferred Stock, and any director so elected shall not be classified
as provided above unless expressly provided for by the Series Terms relating to
such Preferred Stock.

         The provisions of this Article V may not be amended, altered, changed
or repealed, nor may any provision inconsistent with the foregoing provisions be
added to this Certificate of Incorporation, except upon the affirmative vote of
the holders of at least two-thirds of the votes


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of the outstanding shares of the class or classes or series of stock then
entitled to be voted thereon, voting together as a single class.

                                   ARTICLE VI
                          STOCKHOLDER ACTION BY CONSENT

         Any action required or permitted to be taken by the stockholders of the
Corporation must be taken at an annual or special meeting of such stockholders
and may not be taken by consent in lieu of a meeting of such stockholders. The
provisions of this Article VI may not be amended, altered, changed or repealed,
nor may any provision inconsistent with this Article VI be added to this
Certificate of Incorporation, except upon the affirmative vote of the holders of
at least two-thirds of the votes of the outstanding shares of the class or
classes or series of stock then entitled to be voted thereon, voting together as
a single class.

                                   ARTICLE VII
                         LIMITED LIABILITY OF DIRECTORS

         No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty by such director
as a director, except for liability (a) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, or (d) for any transaction from which the director derived an improper
personal benefit. Any amendment or repeal of this Article VII shall be
prospective only, and neither the amendment, modification nor repeal of this
Article VII shall eliminate or reduce the effect of this Article VII in respect
of any matter occurring, or any cause of action, suit or claim that, but for
this Article VII would accrue or arise, prior to such amendment, modification or
repeal. If the General Corporation Law of the State of Delaware hereafter is
amended to authorize corporate action further eliminating or limiting the
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended from time to time.

                                  ARTICLE VIII

                              POWER TO AMEND BYLAWS


         In furtherance and not in limitation of the powers conferred by
statute, the Bylaws of the Corporation may be altered, amended or repealed and
new Bylaws may be adopted by (i) the Board of Directors in accordance with the
Bylaws or (ii) the stockholders of the Corporation by an affirmative vote of the
holders of at least two-thirds of the votes of the outstanding shares of the
class or classes or series of stock then entitled to be voted thereon, voting
together as a single class. The provisions of this Article VIII may not be
amended, altered, changed or repealed, nor may any provision inconsistent with
this Article VIII be added to this Certificate of Incorporation, except upon the
affirmative vote of the holders of at least two-thirds of the votes


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of the outstanding shares of the class or classes or series of stock then
entitled to be voted thereon, voting together as a single class.

                                   ARTICLE IX
                    AMENDMENT OF CERTIFICATE OF INCORPORATION

         Subject to the provisions of this Certificate of Incorporation and
applicable law, the Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and, all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article IX.

                                    ARTICLE X
                                  Incorporator

         The name and mailing address of the incorporator is Robert K. Reeves,
c/o Ocean Energy, Inc., 1001 Fannin, Suite 1600, Houston, Texas 77002.

         IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 30th day
of March, 2001.


                                     /s/ Robert K. Reeves
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                                     Robert K. Reeves
                                     Incorporator



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