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                                                                     EXHIBIT 4.2








                                     BYLAWS

                                       OF

                               OCEAN ENERGY, INC.



                             A Delaware Corporation













                                Date of Adoption

                                 March 30, 2001


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                                     BYLAWS

                                       OF

                               OCEAN ENERGY, INC.
                             A Delaware Corporation

                                    ARTICLE I

                                     Offices

         Section 1. Registered Office. The registered office of the Corporation
required by the state of incorporation of the Corporation to be maintained in
the state of incorporation of the Corporation shall be the registered office
named in the original charter documents of the Corporation, or such other office
as may be designated from time to time by the Board of Directors in the manner
provided by law.

         Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the state of incorporation of the
Corporation as the Board of Directors may from time to time determine or the
business of the Corporation may require.

                                   ARTICLE II

                                  Stockholders

         Section 1. Place of Meetings. All meetings of the stockholders shall be
held at the principal office of the Corporation, or at such other place within
or without the state of incorporation of the Corporation as shall be specified
or fixed in the notices or waivers of notice thereof.

         Section 2. Quorum; Adjournment of Meetings. Unless otherwise required
by law, the rules or regulations of any stock exchange applicable to the
Corporation or any regulation applicable to the Corporation or its securities or
provided in the charter documents of the Corporation or these Bylaws, (i) the
holders of a majority of the voting power attributable to the stock issued and
outstanding and entitled to vote thereat, present in person or by remote
communication (if authorized by the Board of Directors), or represented by
proxy, shall constitute a quorum at any meeting of stockholders for the
transaction of business, (ii) in all matters other than election of directors,
the affirmative vote of the holders of a majority of the voting power
attributable to such stock so present or represented at any meeting of
stockholders at which a quorum is present shall constitute the act of the
stockholders, and (iii) where a separate vote by a class or classes is required,
a majority of the voting power attributable to the outstanding shares of such
class or classes, present in person or by remote communication (if authorized by
the Board of Directors), or represented by proxy shall constitute a quorum
entitled to take action with respect to that vote on that matter and the
affirmative vote of the majority of



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the voting power attributable to the shares of such class or classes present in
person or represented by proxy at the meeting shall be the act of such class.

         Directors shall be elected by a plurality of the votes cast at the
meeting.

         Notwithstanding the other provisions of the charter documents of the
Corporation or these Bylaws, the chairman of the meeting or the holders of a
majority of the voting power attributable to the issued and outstanding stock,
present in person or by remote communication, (if authorized by the Board of
Directors), or represented by proxy and entitled to vote, at any meeting of
stockholders, whether or not a quorum is present, shall have the power to
adjourn such meeting from time to time, without any notice other than
announcement at the meeting of the time and place of the holding of the
adjourned meeting. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at such meeting. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally called.

         Section 3. Annual Meetings. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place (within or without the state of incorporation of the
Corporation), or, if so determined by the Board of Directors in its sole
discretion, at no place (but rather by means of remote communication), on such
date, and at such time as the Board of Directors shall fix and set forth in the
notice of the meeting.

         Section 4. Special Meetings. Unless otherwise provided in the charter
documents of the Corporation, special meetings of the stockholders for any
purpose or purposes may be called at any time by the Chairman of the Board, by
the President or by a majority of the Board of Directors, on such date, at such
time and at such place (within or without the state of incorporation of the
Corporation) or, if so determined by the Board of Directors in its sole
discretion, at no place (but rather by means of remote communication), as may be
stated in the notice of the meeting. Business transacted at a special meeting
shall be confined to the purpose(s) stated in the notice of such meeting.

         Section 5. Record Date. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors of the Corporation may fix a date as
the record date for any such determination of stockholders, which record date
shall not precede the date on which the resolutions fixing the record date are
adopted and which record date, in the case of a meeting of stockholders, shall
not be more than sixty (60) days nor less than ten (10) days before the date of
such meeting of stockholders, nor, in the case of any other action, more than
sixty (60) days prior to any such action.


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         If the Board of Directors does not fix a record date for any meeting of
the stockholders, the record date for determining stockholders entitled to
notice of or to vote at such meeting shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. If the Board of Directors does not fix the record date for determining
stockholders for any other purpose, the record date shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

         Section 6. Notice of Meetings. Notice of the place, if any, date, hour
of and the means of remote communications (if authorized by the Board of
Directors), by which stockholders and proxy holders may be deemed to be present
and vote at such meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given by or at the direction
of the Chairman of the Board, the President or the Secretary to each stockholder
entitled to vote thereat not less than ten (10) nor more than sixty (60) days
before the date of the meeting. If mailed, such notice is given when deposited
in the United States mail, postage prepaid, directed to the stockholder at such
stockholder's address as it appears on the records of the Corporation. Without
limiting the manner by which notice may otherwise be given effectively to
stockholders, any notice to stockholders may be given by electronic transmission
in the manner provided in Section 232 of the General Corporation Law of the
State of Delaware.

         Section 7. Stockholder List. A complete list of stockholders entitled
to vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in the name of such stockholder, shall be open to the
examination of any stockholder, for any purpose germane to the meeting, for a
period of at least ten (10) days prior to the meeting, in the manner provided by
law. The stockholder list shall also be open to the examination of any
stockholder during the whole time of the meeting as provided by law. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this Section 7 or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

         Section 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for such stockholder
by proxy in the manner provided by law. Proxies for use at any meeting of
stockholders shall be filed with the Secretary, or such other officer as the
Board of Directors may from time to time determine by resolution, before or at
the time of the meeting. All proxies shall be received and taken charge of and
all ballots shall be received and canvassed by the secretary of the meeting, who
shall decide all questions touching upon the qualification of voters, the
validity of the proxies, and the acceptance or rejection of votes, unless an


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inspector or inspectors shall have been duly appointed as provided in Section 9
of Article II hereof, in which event such inspector or inspectors shall decide
all such questions.

         No proxy shall be valid after three (3) years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and only for so long as it is
coupled with an interest sufficient in law to support an irrevocable power. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary, or such other officer as the Board of Directors may from
time to time determine by resolution.

         Should a proxy designate two or more persons to act as proxies, unless
such instrument shall provide the contrary, a majority of such persons present
at any meeting at which their powers thereunder are to be exercised shall have
and may exercise all the powers of voting or giving consents thereby conferred,
or if only one be present, then such powers may be exercised by that one; or, if
an even number attend and a majority do not agree on any particular issue, each
person designated to act as proxy and so attending shall be entitled to exercise
such powers in respect of such portion of the shares as is equal to the
reciprocal of the fraction equal to the number of persons designated to act as
proxies and in attendance divided by the total number of shares represented by
such proxies.

         Section 9. Voting; Elections; Inspectors. Unless otherwise required by
law or provided in the charter documents of the Corporation, each stockholder
shall on each matter submitted to a vote at a meeting of stockholders have one
vote for each of the shares of stock entitled to vote upon the matter in
question which is registered in his name on the record date for the meeting.
Shares registered in the name of another corporation, domestic or foreign, or
other legal entity may be voted by such officer, agent or proxy as the Bylaws
(or comparable instrument) of such corporation or other legal entity may
prescribe, or in the absence of such provisions, as the Board of Directors (or
comparable body) of such corporation or other legal entity may determine. Shares
registered in the name of a deceased person may be voted by the executor or
administrator of such person's estate, either in person or by proxy.

         All voting, except as required by the charter documents of the
Corporation or where otherwise required by law, may be by a voice vote;
provided, however, upon request of the chairman of the meeting or upon demand
therefor by stockholders holding a majority of the issued and outstanding stock
present in person or by remote communication (if authorized by the Board of
Directors), or by proxy at any meeting a stock vote shall be taken. Every stock
vote shall be taken by written ballots, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. All elections of directors
shall be by written ballots, unless otherwise provided in the charter documents
of the Corporation.


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         In advance of any meeting of stockholders, the Chairman of the Board,
the President or the Board of Directors shall appoint one or more inspectors,
each of whom shall subscribe an oath or affirmation to execute faithfully the
duties of inspector at such meeting with strict impartiality and according to
the best of such inspector's ability. Such inspector(s) shall ascertain the
number of shares outstanding and the voting power of each, determine the shares
represented at a meeting and the validity of proxies and ballots, count all
votes and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and
certify their determination of the number of shares represented at the meeting,
and their count of all votes and ballots. The inspectors shall take such further
action as may be required by law. The Chairman of the Board, the President or
the Board of Directors may appoint any person to serve as inspector, except no
candidate for the office of director shall be appointed as an inspector. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the chairman of the
meeting shall appoint one or more inspectors to act at the meeting.

         Unless otherwise provided in the charter documents of the Corporation,
cumulative voting for the election of directors shall be prohibited.

         Section 10. Conduct of Meetings. The meetings of the stockholders shall
be presided over by the Chairman of the Board, or if the Chairman of the Board
is not present, by the President, or if neither the Chairman of the Board nor
the President is present, by a chairman elected at the meeting. The Secretary of
the Corporation, if present, shall act as secretary of such meetings, or if the
Secretary is not present, an Assistant Secretary shall so act; or if neither the
Secretary nor the Assistant Secretary is present, then a secretary shall be
appointed by the chairman of the meeting. The date and time of the opening and
the closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the presiding officer of the meeting,
may include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors


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or the person presiding over the meeting, meetings of stockholders shall not be
required to be held in accordance with the rules of parliamentary procedure.

         Section 11. Treasury Stock. The Corporation shall not vote, directly or
indirectly, shares of its own stock owned by it, and such shares shall not be
counted for quorum purposes. No other corporation of which the Corporation owns
a majority of the shares entitled to vote in the election of directors of such
other corporation shall vote, directly or indirectly, shares of the
Corporation's stock owned by such other corporation, and such shares shall not
be counted for quorum purposes. Nothing in this Section 11 shall be construed as
limiting the right of the Corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.

         Section 12. Notice of Stockholder Business and Nominations.

                  (A) Annual Meetings of Stockholders. (1) Nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders only (a) pursuant to the Corporation's notice of
meeting (or any supplement thereto), (b) by or at the direction of the Board of
Directors or (c) by any stockholder of the Corporation who was a stockholder of
record of the Corporation at the time the notice provided for in this Section 12
is delivered to the Secretary of the Corporation, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
12.

                  (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Section 12, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation and any such proposed business
other than the nominations of persons for election to the Board of Directors
must constitute a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
ninetieth day nor earlier than the close of business on the one hundred
twentieth day prior to the first anniversary of the preceding year's annual
meeting (provided, however, that in the event that the date of the annual
meeting is more than thirty days before or more than seventy days after such
anniversary date, notice by the stockholder must be so delivered not earlier
than the close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the ninetieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made by the
Corporation). For purposes of the first annual meeting of stockholders of the
Corporation held after 2001, the first anniversary of the 2001 annual meeting
shall be deemed to be May 9, 2002. In no event shall the public announcement of
an adjournment or postponement of an annual meeting commence a new time period
(or extend any time period) for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth: (a) as to each
person whom the stockholder proposes to nominate for election as a director (i)
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each


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case pursuant to and in accordance with Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and (ii) such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected; (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and
in the event that such business includes a proposal to amend the Bylaws of the
Corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number of shares of capital stock of
the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner, (iii) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose such
business or nomination, and (iv) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies
from stockholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of his or her intention to present a
proposal at an annual meeting in compliance with Rule 14a-8 (or any successor
thereof) promulgated under the Exchange Act and such stockholder's proposal has
been included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.

                  (3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Section 12 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
at an annual meeting is increased and there is no public announcement by the
Corporation naming the nominees for the additional directorships at least one
hundred days prior to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this Section 12 shall also be
considered timely, but only with respect to nominees for the additional
directorships, if it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
tenth day following the day on which such public announcement is first made by
the Corporation.

         (B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
persons for election to


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the Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (1)
by or at the direction of the Board of Directors or (2) provided that the Board
of Directors has determined that directors shall be elected at such meeting, by
any stockholder of the Corporation who is a stockholder of record at the time
the notice provided for in this Section 12 is delivered to the Secretary of the
Corporation, who is entitled to vote at the meeting and upon such election and
who complies with the notice procedures set forth in this Section 12. In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
entitled to vote in such election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (A)(2) of this Section 12 shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the one hundred twentieth day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

         (C) General. (1) Only such persons who are nominated in accordance with
the procedures set forth in this Section 12 shall be eligible to be elected at
an annual or special meeting of stockholders of the Corporation to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 12. Except as otherwise provided by law, the chairman
of the meeting shall have the power and duty (a) to determine whether a
nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 12 (including whether the stockholder or beneficial owner, if any,
on whose behalf the nomination or proposal is made solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in
support of such stockholder's nominee or proposal in compliance with such
stockholder's representation as required by clause (A)(2)(c)(iv) of this Section
12) and (b) if any proposed nomination or business was not made or proposed in
compliance with this Section 12, to declare that such nomination shall be
disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this Section 12, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual
or special meeting of stockholders of the Corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the Corporation.


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                  (2) For purposes of this Section 12, "public announcement"
shall include disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Section
12, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 12. Nothing in this Section 12 shall be deemed
to affect any rights (a) of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (b) of the holders of any series of Preferred Stock to elect directors
pursuant to any express applicable provisions of the certificate of
incorporation.


                                   ARTICLE III

                               Board of Directors

         Section 1. Power; Number; Term of Office. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors, and subject to the restrictions imposed by law or the charter
documents of the Corporation, the Board of Directors may exercise all the powers
of the Corporation.

         The number of directors that shall constitute the whole Board of
Directors shall be determined from time to time by the Board of Directors
(provided that no decrease in the number of directors which would have the
effect of shortening the term of an incumbent director may be made by the Board
of Directors). If the Board of Directors makes no such determination, the number
of directors shall be not less than eight and not more than eighteen.

         Unless otherwise provided in the charter documents of the Corporation,
directors shall hold office for the term for which such director is elected, and
until such director's successor shall have been elected and qualified or until
his earlier death, resignation or removal. Directors need not be stockholders
nor residents of the state of incorporation of the Corporation.

         Section 2. Quorum; Voting. Unless otherwise provided in the charter
documents of the Corporation, a majority of the total number of directors shall
constitute a quorum for the transaction of business of the Board of Directors
and the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

         Section 3. Place of Meetings; Order of Business. The directors may hold
their meetings and may have an office and keep the books of the Corporation,
except as


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otherwise provided by law, in such place or places, within or without the state
of incorporation of the Corporation, as the Board of Directors may from time to
time determine. At all meetings of the Board of Directors business shall be
transacted in such order as shall from time to time be determined by the
Chairman of the Board, or in the Chairman of the Board's absence by the
President (should the President be a director), or by the Board of Directors.

         Section 4. First Meeting. Each newly elected Board of Directors may
hold its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders. Notice of such meeting shall not be
required. At the first meeting of the Board of Directors in each year at which a
quorum shall be present, held next after the annual meeting of stockholders, the
Board of Directors shall elect the officers of the Corporation.

         Section 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as shall be designated from time to time
by the Chairman of the Board or, in the absence of the Chairman of the Board, by
the President (should the President be a director), or by the Board of
Directors. Notice of such regular meetings shall not be required.

         Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President (should the President
be a director) or, on the written request of any director, by the Secretary, in
each case on at least twenty-four (24) hours personal, written, telegraphic,
cable, wireless, electronic or other lawfully permissible notice to each
director. Such notice, or any waiver thereof pursuant to Article VII, Section 3
hereof, need not state the purpose or purposes of such meeting, except as may
otherwise be required by law or provided for in the charter documents of the
Corporation or these Bylaws. Meetings may be held at any time without notice if
all the directors are present or if those not present waive notice of the
meeting in writing or by electronic transmission.

         Section 7. Compensation. Directors and members of standing committees
may receive such compensation as the Board of Directors from time to time shall
determine to be appropriate, and shall be reimbursed for all reasonable expenses
incurred in attending and returning from meetings of the Board of Directors.

         Section 8. Action Without a Meeting; Telephone Conference Meetings.
Unless otherwise restricted by the charter documents of the Corporation, any
action required or permitted to be taken at any meeting of the Board of
Directors, or any committee designated by the Board of Directors, may be taken
without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing or by electronic transmission, and the
writing or writings or electronic transmission or transmissions are filed with
the minutes of proceedings of the Board of Directors or committee. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form.


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Such consent shall have the same force and effect as a unanimous vote at a
meeting and may be stated as such in any document or instrument filed with the
Secretary of State of the state of incorporation of the Corporation.

         Unless otherwise restricted by the charter documents of the
Corporation, subject to the requirement for notice of meetings, members of the
Board of Directors or members of any committee designated by the Board of
Directors may participate in a meeting of such Board of Directors or committee,
as the case may be, by means of a conference telephone connection or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

                                   ARTICLE IV

                                   Committees

         Section 1. Executive Committee. The Board of Directors may designate an
Executive Committee consisting of one or more of the directors of the
Corporation, one of whom shall be designated chairman of the Executive
Committee. During the intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise such powers of the Board
of Directors as have been delegated to the Executive Committee, except as
provided in Section 8 of this Article IV.

         Section 2. Audit Committee. The Board of Directors may designate an
Audit Committee consisting of one or more of the directors of the Corporation,
one of whom shall be designated chairman of the Audit Committee. The Audit
Committee shall have and may exercise such powers and authority as provided in
the resolution creating it and as determined from time to time by the Board of
Directors, except as provided in Section 8 of this Article IV.

         Section 3. Organization and Compensation Committee. The Board of
Directors may designate an Organization and Compensation Committee consisting of
one or more of the directors of the Corporation, one of whom shall be designated
chairman of the Organization and Compensation Committee. During the intervals
between the meetings of the Board of Directors, the Organization and
Compensation Committee shall possess and may exercise such powers of the Board
of Directors as have been delegated to the Organization and Compensation
Committee, except as provided in Section 8 of this Article IV.

         Section 4. Nominating Committee. The Board of Directors may designate a
Nominating Committee consisting of one or more of the directors of the
Corporation, one of whom shall be designated chairman of the Nominating
Committee. During the intervals between the meetings of the Board of Directors,
the Nominating Committee


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<PAGE>   13


shall possess and may exercise such powers of the Board of Directors as have
been delegated to the Nominating Committee, except as provided in Section 8 of
this Article IV.

         Section 5. Other Committees. The Board of Directors may designate such
other committees as it shall see fit consisting of one or more of the directors
of the Corporation, one of whom shall be designated chairman of each such
committee. Any such committee shall have and may exercise such powers and
authority as provided in the resolution creating it and as determined from time
to time by the Board of Directors, except as provided in Section 8 of this
Article IV.

         Section 6. Procedure; Meetings; Quorum. Any committee designated
pursuant to this Article IV shall keep regular minutes of its actions and
proceedings in a book provided for that purpose if the minutes are maintained in
paper form and shall keep regular minutes in an electronic file if the minutes
are maintained in electronic form and report the same to the Board of Directors
at its meeting next succeeding such action, shall fix its own rules or
procedures, and shall meet at such times and at such place or places as may be
provided by such rules, or by such committee or the Board of Directors. Should a
committee fail to fix its own rules, the provisions of these Bylaws, pertaining
to the calling of meetings and conduct of business by the Board of Directors,
shall apply as nearly as practicable. At every meeting of any such committee,
the presence of a majority of all the members thereof shall constitute a quorum,
except as provided in Section 7 of this Article IV, and the affirmative vote of
a majority of the members present shall be necessary for the adoption by it of
any resolution.

         Section 7. Substitution and Removal of Members; Vacancies. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Directors who has been designated as an alternate member of that
committee to act at the meeting in the place of the absent or disqualified
member. The Board of Directors shall have the power at any time to remove any
member(s) of a committee and to appoint other directors in lieu of the person(s)
so removed and shall also have the power to fill vacancies in a committee.

         Section 8. Limitation on Power and Authority of Committees. No
committee of the Board of Directors shall have the power or authority of the
Board of Directors in reference to (i) approving or adopting, or recommending to
the stockholders, any action or matter expressly required by the General
Corporation Law of the State of Delaware to be submitted to stockholders for
approval or (ii) adopting, amending or repealing any Bylaw.


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<PAGE>   14

                                    ARTICLE V

                                    Officers

         Section 1. Number, Titles and Term of Office. The officers of the
Corporation shall be such officers as the Board of Directors may from time to
time elect or appoint, including, but not limited to, a Chairman of the Board, a
Chief Executive Officer, a President, one or more Vice Presidents (any one or
more of whom may be designated Executive Vice President or Senior Vice
President), a Treasurer, a Secretary and one or more Assistant Treasurers and
one or more Assistant Secretaries. Each officer shall hold office until such
officer's successor shall be duly elected and shall qualify or until such
officer's death or until such officer shall resign or shall have been removed.
Any number of offices may be held by the same person, unless the charter
documents of the Corporation provide otherwise. Except for the Chairman of the
Board, no officer need be a director.

         Section 2. Removal. Any officer elected or appointed by the Board of
Directors may be removed, either with or without cause, by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
shall not of itself create contract rights.

         Section 3. Vacancies. Any vacancy occurring in any office of the
Corporation may be filled by the Board of Directors.

         Section 4. Powers and Duties of the Chairman of the Board. The Chairman
of the Board shall preside at all meetings of the stockholders and of the Board
of Directors; and he shall have such other powers and duties as designated in
these Bylaws and as from time to time may be assigned to him by the Board of
Directors.

         Section 5. Powers and Duties of the Chief Executive Officer. The
President shall be the Chief Executive Officer of the Corporation unless the
Board of Directors designates the Chairman of the Board (if any) or other
officer as Chief Executive Officer. Subject to the control of the Board of
Directors, the Chief Executive Officer shall have general executive charge,
management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; he or she may agree upon and execute all leases, contracts,
evidences of indebtedness and other obligations in the name of the Corporation
and may sign all certificates for shares of capital stock of the Corporation;
and he or she shall have such other powers and duties as designated in
accordance with these Bylaws and as from time to time may be assigned to him by
the Board of Directors.

         Section 6. Powers and Duties of the President. Unless the Board of
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors
otherwise determines, he or she shall, in


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<PAGE>   15


the absence of the Chairman of the Board or if there be no Chairman of the
Board, preside at all meetings of the stockholders and (should he or she be a
director) of the Board of Directors; and the President shall have such other
powers and duties as designated in accordance with these Bylaws and as from time
to time may be assigned to him by the Board of Directors.

         Section 7. Vice Presidents. The Vice President(s), if any, shall
perform such duties and have such powers as the Board of Directors may from time
to time prescribe. In addition, in the absence of the Chairman of the Board (if
any) or President, or in the event of their inability or refusal to act, (i) a
Vice President designated by the Board of Directors or (ii) in the absence of
such designation, the Vice President who is present and who is senior in terms
of length of service as a Vice President of the Corporation, shall perform the
duties of the Chairman of the Board (if any), or the President, as the case may
be, and when so acting shall have all the powers of and be subject to all the
restrictions upon the Chairman of the Board (if any), or the President; provided
that he shall not preside at meetings of the Board of Directors unless he is a
director.

         Section 8. Treasurer. The Treasurer, if any, shall have responsibility
for the custody and control of all the funds and securities of the Corporation,
and he or she shall have such other powers and duties as designated in these
Bylaws and as from time to time may be assigned to him by the Board of
Directors. He or she shall perform all acts incident to the position of
Treasurer subject to the control of the Chief Executive Officer and the Board of
Directors; and the Treasurer shall, if required by the Board of Directors, give
such bond for the faithful discharge of his or her duties in such form as the
Board of Directors may require.

         Section 9. Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors, and the minutes of all meetings of the
stockholders, in books provided for that purpose; he or she shall attend to the
giving and serving of all notices; he or she may in the name of the Corporation
affix the seal (if any) of the Corporation to all contracts of the Corporation
and attest thereto; he or she may sign with the other appointed officers all
certificates for shares of capital stock of the Corporation; he or she shall
have charge of the certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors may direct; he or she shall
have such other powers and duties as designated in these Bylaws and as from time
to time may be assigned to him by the Chief Executive Officer or the Board of
Directors; and he or she shall in general perform all duties incident to the
office of Secretary, subject to the control of the Chief Executive Officer and
the Board of Directors.

         Section 10. Assistant Treasurers. Each Assistant Treasurer, if any,
shall have the usual powers and duties pertaining to his or her office, together
with such other powers and duties as designated in these Bylaws and as from time
to time may be assigned to him or her by the Chief Executive Officer or the
Board of Directors or the Treasurer. The Assistant Treasurers shall exercise the
powers of the Treasurer during that officer's absence or inability or refusal to
act.


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<PAGE>   16


         Section 11. Assistant Secretaries. Each Assistant Secretary, if any,
shall have the usual powers and duties pertaining to his or her office, together
with such other powers and duties as designated in these Bylaws and as from time
to time may be assigned to him or her by the Chief Executive Officer or the
Board of Directors or the Secretary. The Assistant Secretaries shall exercise
the powers of the Secretary during that officer's absence or inability or
refusal to act.

         Section 12. Action with Respect to Securities of Other Entity. Unless
otherwise directed by the Board of Directors, each of the Chief Executive
Officer , any Vice President, the Treasurer (if any), the Secretary (if any), or
any of them, shall have power to vote and otherwise act on behalf of the
Corporation, in person or by proxy, at any meeting of security holders of or
with respect to any action of security holders of any other entity in which this
Corporation may hold securities and otherwise to exercise any and all rights and
powers which this Corporation may possess by reason of its ownership of
securities in such other entity.

         Section 13. Delegation. For any reason that the Board of Directors may
deem sufficient, the Board of Directors may, except where otherwise provided by
statute, delegate the powers or duties of any officer to any other person, and
may authorize any officer to delegate specified duties of such officer to any
other person. Any such delegation or authorization by the Board of Directors
shall be effected from time to time by resolution of the Board of Directors.

                                   ARTICLE VI

                                 Indemnification

         Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person for whom he or she is the legal representative, is or was a
director or an officer of the Corporation or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer or trustee or in any other capacity while serving as a
director, officer or trustee, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights that such law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in


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<PAGE>   17


Section 3 of this Article VI with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         Section 2. Right to Advancement of Expenses. In addition to the right
to indemnification conferred in Section 1 of this Article VI, an indemnitee
shall also have the right to be paid by the Corporation the expenses (including
attorneys' fees) incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the General Corporation Law of the State of Delaware requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section 2 or otherwise.

         Section 3. Right of Indemnitee to Bring Suit. If a claim under Section
1 or 2 of this Article VI is not paid in full by the Corporation within sixty
(60) days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expense) it shall be a
defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the General Corporation Law of the State of Delaware. Neither the failure of the
Corporation (including its directors who are not parties to such action, a
committee of such directors, independent legal counsel, or its stockholders) to
have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware, nor an actual determination by the
Corporation (including its directors who are not parties to such action, a
committee of such directors, independent legal counsel, or its stockholders)
that the indemnitee has not met such applicable standard of conduct, shall
create a presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a defense
to such suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement


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<PAGE>   18


of expenses hereunder, or brought by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the burden or proving that
the indemnitee is not entitled to be indemnified, or to the recovery of such
advancement of expense, under this Article VI or otherwise shall be on the
Corporation.

         Section 4. Non-Exclusivity of Rights. The rights to indemnification and
to the advancement of expenses conferred in this Article VI shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statue, the charter documents of the Corporation, Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

         Section 5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expenses,
liability or loss under the General Corporation Law of the State of Delaware.

         Section 6. Indemnification of Employees and Agents of the Corporation.

         The Corporation may grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article VI with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

         Section 7. Nature of Rights. The rights conferred upon indemnitees in
this Article VI shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer or trustee and shall inure
to the benefit of the indemnitee's heirs, executors and administrators. Any
amendment, alteration or repeal of this Article VI that adversely affects any
right of an indemnitee or its successors shall be prospective only and shall not
limit or eliminate any such right with respect to any proceeding involving any
occurrence or alleged occurrence of any action or omission to act that took
place prior to such amendment or repeal.


                                   ARTICLE VII

                                  Capital Stock

         Section 1. Certificates of Stock. The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent with
that required by law and the charter documents of the Corporation, as shall be
approved by the Board of Directors. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board (if any), the Chief Executive
Officer (if any), the President (if any) or a Vice President (if any) and the
Treasurer (if any) or an Assistant Treasurer (if any) or the Secretary (if any)
or an Assistant Secretary (if any) of the Corporation representing the number of
shares (and, if


                                       17
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<PAGE>   19


the stock of the Corporation shall be divided into classes or series, certifying
the class and series of such shares) owned by such stockholder which are
registered in certified form; provided, however, that any of or all the
signatures on the certificate may be facsimile. The stock record books and the
blank stock certificate books shall be kept by the Secretary, or at the office
of such transfer agent or transfer agents as the Board of Directors may from
time to time determine. In case any officer, transfer agent or registrar who
shall have signed or whose facsimile signature or signatures shall have been
placed upon any such certificate or certificates shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue. The stock certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and number of shares.

         Section 2. Transfer of Shares. The shares of stock of the Corporation
shall be transferable only on the books of the Corporation by the holders
thereof in person or by their duly authorized attorneys or legal representatives
upon surrender and cancellation of certificates for a like number of shares.
Upon surrender to the Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         Section 3. Ownership of Shares. The Corporation shall be entitled to
treat the holder of record of any share or shares of capital stock of the
Corporation as the holder in fact thereof and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of the state of
incorporation of the Corporation.

         Section 4. Regulations Regarding Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration or the
replacement of certificates for shares of capital stock of the Corporation.

         Section 5. Lost or Destroyed Certificates. The Board of Directors may
determine the conditions upon which the Corporation may issue a new certificate
of stock in place of a certificate theretofore issued by it which is alleged to
have been lost, stolen or destroyed and may require the owner of such
certificate or such owner's legal representative to give bond, with surety
sufficient to indemnify the Corporation and each transfer agent and registrar
against any and all losses or claims which may arise by reason of the alleged
loss, theft or destruction of any such certificate or the issuance of such new
certificate in the place of the one so lost, stolen or destroyed.


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<PAGE>   20


                                  ARTICLE VIII

                            Miscellaneous Provisions

         Section 1. Fiscal Year. The fiscal year of the Corporation shall end on
the last day of December of each year.

         Section 2. Corporate Seal. The corporate seal shall be circular in form
and shall have inscribed thereon the name of the Corporation and the state of
its incorporation, which seal shall be in the charge of the Secretary and shall
be affixed to certificates of stock, debentures, bonds, and other documents, in
accordance with the direction of the Board of Directors, and as may be required
by law; however, the Secretary may, if the Secretary deems it expedient, have a
facsimile of the corporate seal inscribed on any such certificates of stock,
debentures, bonds, contracts or other documents. Duplicates of the seal may be
kept for use by the Secretary or any Assistant Secretary.

         Section 3. Notice and Waiver of Notice. Whenever any notice is required
to be given by law, the charter documents of the Corporation or under the
provisions of these Bylaws, said notice shall be deemed to be sufficient if
given (i) by electronic, telegraphic, cable or wireless transmission (including
by telecopy, facsimile transmission or electronic transmission in the manner
provided in Section 232 of the General Corporation Law of the State of Delaware)
or (ii) by deposit of the same in a post office box or by delivery to an
overnight courier service company in a sealed prepaid wrapper addressed to the
person entitled thereto at such person's post office address, as it appears on
the records of the Corporation, and such notice shall be deemed to have been
given on the day of such transmission or mailing or delivery to courier, as the
case may be.

         Whenever notice is required to be given by law, the charter documents
of the Corporation or under any of the provisions of these Bylaws, a written
waiver thereof, signed by the person entitled to notice, or waiver by electronic
transmission by such person, whether given before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person, including
without limitation a director, at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders, directors or members of a committee of directors need be
specified in any waiver of notice unless so required by the charter documents of
the Corporation or these Bylaws.

         Section 4. Facsimile Signatures. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors.


                                       19
                               OCEAN ENERGY, INC.
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<PAGE>   21


         Section 5. Reliance upon Books, Reports and Records. A member of the
Board of Directors, or a member of any committee designated by the Board of
Directors, shall, in the performance of such person's duties, be fully protected
in relying in good faith upon the records of the Corporation and upon such
information, opinion, reports or statements presented to the Corporation by any
of the Corporation's officers or employees, or committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.

         Section 6. Application of Bylaws. In the event that any provision of
these Bylaws is or may be in conflict with any law of the United States, of the
state of incorporation of the Corporation or of any other governmental body or
power having jurisdiction over this Corporation, or over the subject matter to
which such provision of these Bylaws applies, or may apply, such provision of
these Bylaws shall be inoperative to the extent only that the operation thereof
unavoidably conflicts with such law and shall in all other respects be in full
force and effect.

                                   ARTICLE IX

                                   Amendments

         Section 1. General. Subject to Section 2 of Article IX, the Board of
Directors shall have the power to adopt, amend and repeal from time to time
Bylaws of the Corporation, subject to the right of the stockholders entitled to
vote with respect thereto to amend or repeal such Bylaws as adopted or amended
by the Board of Directors.

         Section 2. Supermajority Approval. Notwithstanding the provisions of
Section 1 of Article IX, the affirmative vote of the holders of at least
two-thirds of the outstanding shares of capital stock of the Corporation
entitled to vote thereon at a meeting called for that purpose shall be required
to alter, amend or repeal these Bylaws.


                                       20
                               OCEAN ENERGY, INC.
                                     BYLAWS