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                                                                     EXHIBIT 4.3

                           CERTIFICATE OF DESIGNATIONS
                                     FOR THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                               OCEAN ENERGY, INC.

         OCEAN ENERGY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY:

         That pursuant to authority conferred upon the Board of Directors of the
Company (the "Board") by the Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), of the Company and pursuant to the provisions
of Section 151 of the General Corporation Law of the State of Delaware, the
Board duly adopted the following resolution on May 9, 2001:

         RESOLVED, that pursuant to the authority vested in the Board by the
provisions of the Certificate of Incorporation, the Board hereby creates the
Series B Convertible Preferred Stock (the "Series B Preferred Stock") from the
authorized but unissued preferred stock, par value $1.00 per share, of the
Company, and the Board hereby fixes the designations, powers, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, of the shares of such
Series B Preferred Stock as follows:

         Section I. Designation and Number. A series of fifty thousand (50,000)
shares shall be designated "Series B Convertible Preferred Stock." The number of
shares in such series may be increased or decreased (but not below the number of
shares then outstanding) from time to time by the Board.

         Section II. Definitions.

         A. For purposes of this resolution, the following terms shall have the
meanings indicated:

         The term "Available Cash" still have the meaning given to it in Section
VII.C.

         The term "Capital Stock" shall mean any and all shares or other
equivalents (however designated) of corporate stock of the Company or the entity
in question, as the case may be.

         The term "Common Stock" shall mean the Company's Common Stock, par
value $.10 per share.

         The term "Conversion Price" shall mean the Series B Conversion Price.

         The term "Current Market Price" shall mean, as of any date, the price
per share of Common Stock determined by the Company's Board as provided in this
definition. The Current Market Price shall be the average of the daily closing
prices per share of Common Stock for ten consecutive trading days ending no more
than two business days before the day in question (as adjusted for any stock
dividend, split, combination or reclassification that took effect during or
subsequent to such ten trading day period). The closing price for each day shall
be the last reported sales price regular way or, in the event no such reported
sales take place on such day,


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the average of the last reported bid and asked prices regular way, in either
case on the principal national securities exchange on which the Common Stock is
listed or admitted to trading, or if not listed or admitted to trading on any
national securities exchange, the average of the highest bid and the lowest
asked prices quoted on the National Association of Securities Dealers Automated
Quotation System; provided, however, that if the Common Stock is not traded in
such manner that such quotations are available for the period required
hereunder, the Current Market Price per share of Common Stock shall be deemed to
be the fair value as reasonably determined by the Board of the Company.
Notwithstanding the foregoing, to the extent the Company sells Common Stock in a
public offering, the Current Market Price with respect to such transaction shall
be the price per share at which the Company sells such Common Stock before
deducting therefrom any discounts, commissions, taxes or other expenses allowed,
paid or incurred by the Company for any underwriting or otherwise in connection
with the issuance and sale thereof.

         The term "Issuance Date" shall mean the date the Series B Preferred
Stock is issued in connection with the Merger.

         The term "Junior Securities" shall have the meaning given to it in
Section VIII.

         The term "Liquidation" shall mean any voluntary or involuntary
liquidation, dissolution or winding-up of the Company. Neither the sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Company nor the consolidation or merger of the Company with or into one or more
entities shall be deemed to be a liquidation, dissolution or winding-up of the
Company.

         The term "Mandatorily Redeemable Preferred Stock" shall have the
meaning given to it in Section VII.C.

         The term "Measurement Date" shall mean November 10, 1998.

         The term "Merger" shall mean the merger of Ocean Energy, Inc., a Texas
corporation ("OEI-Texas"), with and into the Company.

         The term "Parity Securities" shall have the meaning given to it in
Section VIII.

         The term "Optional Redemption Date" shall have the meaning given to it
in Section VII.B.

         The term "Optional Redemption Notice" shall have the meaning given to
it in Section VII.B.

         The term "Reclassification" means any capital reorganization of the
Company, any reclassification of the Common Stock, the consolidation of the
Company with or the merger of the Company with or into any other Person, or the
sale, lease or other transfer of all or substantially all of the assets of the
Company to any other Person. The subdivision or combination of shares of Common
Stock issuable upon conversion of shares of Series B Preferred Stock at any time
outstanding into a greater or lesser number of shares of Common

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       2


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Stock (whether with or without par value) shall not be deemed to be a
"Reclassification" of the Common Stock for the purposes of Section VI.E.4.

         The term "Redemption Date" shall have the meaning given to it in
Section VII.C.

         The term "Rights" means the rights to acquire Capital Stock or
preferred stock of the Company, or subdivisions thereof, which are issued
pursuant to that certain Amended and Restated Rights Agreement of OEI-Texas
dated December 22, 1997, as amended, assumed by the Company in connection with
the Merger or pursuant to any other rights plan approved by the Board and any
amendments thereto, similar to shareholder rights plans of the type adopted by
public companies, approval of any rights plan by the Board to be conclusive
evidence that such plan satisfies the foregoing and such rights issuable
thereunder are Rights contemplated hereby.

         The term "Senior Securities" shall have the meaning given to it in
Section VIII.

         The term "Series B Conversion Date" shall have the meaning set forth in
Section VI.D hereof.

         The term "Series B Conversion Price" shall have the meaning set forth
in Section VI.C hereof.

         The term "Series B Forced Conversion Price" means prior to the third
anniversary of the Measurement Date, 175% of the Series B Conversion Price, as
then in effect, and on and after the third anniversary of the Measurement Date,
150% of the Series B Conversion Price, as then in effect.

         The term "Series B Preferred Stock" means the Series B Convertible
Preferred Stock, par value $1.00 per share, of the Company.

         The term "Trigger Price" shall mean, as applicable, (i) in the case of
Common Stock, options, warrants or other rights to purchase or acquire Common
Stock, securities by their terms convertible into or exchangeable for Common
Stock (other than any series of convertible preferred stock) and Capital Stock,
other than any series of convertible preferred stock, of the Company, $12.00 per
share, as proportionately adjusted for all Common Stock stock splits, dividends
paid in Common Stock, reverse splits of Common Stock and other recapitalizations
affecting the Common Stock subsequent to the Issuance Date or (ii) in the case
of any series of convertible preferred stock of the Company, the Series B
Conversion Price as then in effect.

         B. All accounting terms used herein and not expressly defined herein
shall have the meanings given to them in accordance with generally accepted
accounting principles as of the date the Series B Preferred Stock is initially
issued.

         Section III. Dividends. The holders of the then outstanding Series B
Preferred Stock shall be entitled to receive, when and as declared by the Board,
and out of any funds legally available therefor, cumulative dividends at the
annual rate of $65.00 per share, payable semi-annually in cash on April 1 and
October 1 of each year commencing October 1, 2001, accruing from and including
April 2, 2001. Dividends on the Series B Preferred Stock shall accumulate

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       3
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and accrue on each such share from the date of its original issue and shall
accrue from day to day thereafter, whether or not earned or declared. No
dividend or distribution on any Junior Securities in cash, shares of stock
(other than Common Stock) or other property shall be declared, set apart for
payment or paid unless all previous and current dividends on the Series B
Preferred Stock at the rate specified above shall have been paid or declared and
a sum sufficient for the payment thereof set apart.

         Section IV. Preference on Liquidation. Upon any Liquidation, holders of
shares of Series B Preferred Stock shall be entitled to receive payment of
$1,000.00 per share of Series B Preferred Stock held by them plus an amount
equal to all accrued and unpaid dividends thereon, whether or not earned or
declared, to and including the last date on which dividends have accrued thereon
prior to the Liquidation, before any distribution shall be made or any assets
distributed to the holders of any of the Junior Securities. Except as provided
in the preceding sentence, holders of Series B Preferred Stock shall not be
entitled to any distribution in the event of any Liquidation of the affairs of
the Company. If the assets of the Company are not sufficient to pay in full the
liquidation payments payable to the holders of outstanding shares of the Series
B Preferred Stock and all Parity Securities, then the holders of all such shares
shall share equally and ratably in such distribution of assets in proportion to
the full liquidation preference to which each is entitled, including without
limitation, accumulated but unpaid dividends.

         Section V. Voting.


         A. In addition to the special voting rights provided in paragraph "B"
of this Section V and the voting rights provided by applicable law, the holders
of shares of Series B Preferred Stock shall be entitled to vote upon all matters
upon which holders of the Common Stock have the right to vote, and shall be
entitled to the number of votes equal to the largest number of full shares of
Common Stock into which such shares of Series B Preferred Stock could be
converted pursuant to the provisions of Section VI hereof at the record date for
the determination of the stockholders entitled to vote on such matters or, if no
such record date is established, the date such vote is taken, such votes to be
counted together with all other shares of Capital Stock having general voting
powers and not separately as a class. In all cases where the holders of shares
of Series B Preferred Stock have the right to vote separately as a class, all
such holders shall be entitled to the number of votes equal to the largest
number of full shares of Common Stock into which such shares of Series B
Preferred Stock could be converted pursuant to the provisions of Section VI
hereof at the record date for the determination of the stockholders entitled to
vote on such matters or, if no such record date is established, at the date such
vote is taken.

         B. So long as any Series B Preferred Stock is outstanding, without the
consent of the holders of at least 66 2/3% of the shares of Series B Preferred
Stock then outstanding, voting together as a class, given in writing or by vote
at a meeting of stockholders called for such purpose, the Company will not (i)
create any new class or series of stock having a preference over the Series B
Preferred Stock with respect to dividend distributions or distributions on
Liquidation or (ii) amend, alter or repeal any provision of the Certificate of
Incorporation of the Company so as to adversely affect the preferences, rights,
or powers of the Series B Preferred Stock.

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       4
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         Section VI. Conversion Rights. The Series B Preferred Stock shall be
convertible into Common Stock as follows:

         A. Optional Conversion. Subject to and upon compliance with the
provisions of this Section VI, the holder of any shares of Series B Preferred
Stock shall have the right at such holder's option, at any time or from time to
time, to convert any of such shares of Series B Preferred Stock into the number
of fully paid and nonassessable shares of Common Stock set forth in paragraph
"C" of this Section VI.

         B. Automatic Conversion. Each outstanding share of Series B Preferred
Stock shall automatically be converted, without any further act of the Company
or its stockholders, into the number of fully paid and nonassessable shares of
Common Stock set forth in paragraph "C" of this Section VI, provided, however,
that such automatic conversion shall occur if, and only if, for any 20
consecutive trading days, the closing price of the Common Stock equals or
exceeds the Series B Forced Conversion Price.

         C. Conversion Price. Each share of Series B Preferred Stock converted
pursuant to paragraphs "A" and "B" of this Section VI shall be converted into
such number of shares of Common Stock as is determined by dividing (i) the sum
of (A) $1,000.00 plus (B) all accrued and unpaid dividends on such share of
Series B Preferred Stock, whether or not earned or declared, which such holder
is entitled to receive, but has not yet received, by (ii) the Series B
Conversion Price in effect on the Series B Conversion Date. The Series B
Conversion Price shall initially be $14.92. The Series B Conversion Price shall
be subject to adjustment as set forth in paragraph "E" of this Section VI and as
so adjusted is referred to herein as the "Series B Conversion Price."

         D. Mechanics of Conversion. Upon the occurrence of the event specified
in paragraph "B" of this Section VI, the outstanding shares of Series B
Preferred Stock shall be converted automatically without any further action by
the holders of such shares and regardless of whether the certificates
representing such shares are surrendered to the Company or its transfer agent;
provided, however, that the Company shall not be obligated to issue to any such
holder certificates evidencing the shares of Common Stock issuable upon such
conversion unless certificates evidencing such shares of Series B Preferred
Stock are delivered to either the Company or any transfer agent of the Company
or the affidavit and indemnity referenced in paragraph "F" of Section IX hereof
with respect to such certificates are delivered to the Company. The holder of
any shares of Series B Preferred Stock may exercise the conversion right
specified in paragraph "A" of this Section VI as to any part thereof by
surrendering to the Company or any transfer agent of the Company the certificate
or certificates for the shares to be converted, accompanied by written notice
stating that the holder elects to convert all or a specified portion of the
shares represented thereby. Conversion shall be considered to have been effected
(i) on the date of the occurrence of the event specified in paragraph "B" of
this Section VI, or (ii) on the date when a holder of Series B Preferred Stock
delivers notice of an election to convert shares of Series B Preferred Stock to
the Company accompanied by certificates representing such shares, as the case
may be, and such date is referred to herein as the "Series B Conversion Date."
Subject to the provisions of paragraph "E" of this Section VI, as promptly as
practicable thereafter (and after surrender of the certificate or certificates
representing shares of

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       5
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the Series B Preferred Stock to the Company or any transfer agent of the Company
or delivery to the Company of the affidavit and indemnity referenced in
paragraph "F" of Section IX hereof with respect to such certificates), the
Company shall issue and deliver to or upon the written order of such holder a
certificate or certificates for the number of full shares of Common Stock to
which such holder is entitled and a check in immediately available funds or cash
with respect to any fractional interest in a share of Common Stock as provided
in paragraph "C" of Section IX hereof. Subject to the provisions of paragraph
"E" of this Section VI, the person in whose name the certificate or certificates
for Common Stock are to be issued shall be considered to have become a holder of
record of such Common Stock on the Series B Conversion Date. Upon conversion of
only a portion of the number of shares covered by a certificate representing
shares of Series B Preferred Stock surrendered for conversion, the Company shall
issue and deliver to or upon the written order of the holder of the certificate
so surrendered for conversion, at the expense of the Company, a new certificate
or certificates covering the number of shares of Series B Preferred Stock
representing the unconverted portion of the certificate so surrendered.

         E. Series B Conversion Price Adjustments. The Series B Conversion Price
shall be subject to adjustment from time to time as follows:

                  1. Other Issuances of Common Stock. If the Company shall issue
         any Additional Shares of Common Stock after the Issuance Date for a
         consideration per share less than the Trigger Price immediately prior
         to such issuance, then and in each such case the Series B Conversion
         Price shall immediately be reduced to a price determined by multiplying
         the Series B Conversion Price by a fraction (i) the numerator of which
         shall be (A) the number of shares of Common Stock outstanding at the
         close of business on the day next preceding the date of such issue,
         plus (B) the number of shares of Common Stock which the aggregate
         consideration received (or by the express provisions hereof deemed to
         have been received) by the Company for the total number of Additional
         Shares of Common Stock so issued would purchase at such Trigger Price
         and (ii) the denominator of which shall be the number of shares of
         Common Stock outstanding at the close of business on the date of such
         issue after giving effect to such issue of Additional Shares of Common
         Stock. For the purpose of the calculation described in this clause "1",
         the number of shares of Common Stock outstanding shall include (A) the
         number of shares of Common Stock into which the then outstanding shares
         of Series B Preferred Stock could be fully converted on the day next
         preceding the issue of Additional Shares of Common Stock and (B) the
         number of shares of Common Stock which could be obtained through the
         conversion of all convertible securities which are convertible on the
         day next preceding the issue of Additional Shares of Common Stock.
         "Additional Shares of Common Stock" shall mean all shares of Common
         Stock issued by the Company after the Issuance Date, whether or not
         subsequently reacquired or retired by the Company, other than (i)
         shares of Common Stock issued upon conversion of the Series B Preferred
         Stock, (ii) shares of Common Stock issued to, and options or rights to
         purchase Common Stock granted to, current or former management,
         directors, or employees of, or consultants to the Company or any
         subsidiary of the Company pursuant to stock purchase or stock option
         plans or other arrangements that are approved by the Board or the
         Compensation Committee of the Board, (iii) shares of Common Stock
         issued in connection with the Merger and (iv) the shares of Series B
         Preferred Stock issued in

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       6
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         connection with the Merger. For the purpose of any adjustment of the
         Series B Conversion Price pursuant to this clause "1", the following
         provisions shall be applicable:

                  a. Cash. In the case of the issuance of Common Stock for cash,
                  the amount of the consideration received by the Company shall
                  be considered to be the amount of the cash proceeds received
                  by the Company for such Common Stock before deducting
                  therefrom any discounts, commissions, taxes or other expenses
                  allowed, paid or incurred by the Company for any underwriting
                  or otherwise in connection with the issuance and sale thereof.

                  b. Consideration Other Than Cash. In the case of the issuance
                  of Common Stock (otherwise than upon the conversion of shares
                  of capital stock or other securities of the Company) for a
                  consideration in whole or in part other than cash, including
                  securities acquired in exchange therefor (other than
                  securities by their terms so exchangeable), the consideration
                  other than cash shall be deemed to be the fair value thereof
                  as reasonably determined by the Board, irrespective of any
                  accounting treatment; provided, however, that such fair value
                  as reasonable determined by the Board shall not exceed the
                  aggregate Current Market Price of the shares of Common Stock
                  being issued as of the date the Board authorizes the issuance
                  of such shares.

                  c. Options and Convertible Securities. If, after the Issuance
                  Date, the Company shall grant any options, warrants or other
                  rights to purchase or acquire Common Stock (whether or not at
                  the time exercisable), or issue any securities by their terms
                  convertible into or exchangeable for Common Stock (whether or
                  not at the time so convertible or exchangeable) and the
                  consideration per share for which Common Stock may at any time
                  thereafter be issuable pursuant to such options, warrants or
                  other rights or pursuant to the terms of such convertible or
                  exchangeable securities shall be less than the Trigger Price,
                  then:

                                    (1) the aggregate maximum number of shares
                           of Common Stock deliverable upon exercise of such
                           options, warrants or other rights to purchase or
                           acquire Common Stock shall be considered to have been
                           issued at the time such options, warrants or rights
                           were granted and for a consideration equal to the
                           consideration (determined in the manner provided in
                           subclauses "a" and "b" of this clause "1"), if any,
                           received by the Company upon the grant of such
                           options, warrants or rights plus the minimum purchase
                           price provided for in such options, warrants or
                           rights for the Common Stock covered thereby;

                                    (2) the aggregate maximum number of shares
                           of Common Stock deliverable upon conversion of or in
                           exchange for any such convertible or exchangeable
                           securities, or upon the exercise of options, warrants
                           or other rights to purchase or acquire such
                           convertible or exchangeable securities and the
                           subsequent conversion or exchange thereof, shall be
                           considered to have been issued at the time such
                           securities were issued or such options,

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       7
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                           warrants or rights were granted and for a
                           consideration equal to the consideration, if any,
                           received by the Company for any such securities and
                           related options, warrants or rights (excluding any
                           cash received on account of accrued interest or
                           accrued dividends), plus the minimum additional
                           consideration, if any, to be received by the Company
                           upon the conversion or exchange of such securities
                           and the exercise of any related options, warrants or
                           rights (the consideration in each case to be
                           determined in the manner provided in subclauses "a"
                           and "b" of this clause "1");

                                    (3) on any change in the number of shares of
                           Common Stock deliverable upon exercise of any such
                           options, warrants or rights or conversion of or
                           exchange for such convertible or exchangeable
                           securities or any change in the consideration to be
                           received by the Company upon such exercise,
                           conversion or exchange, including, but not limited
                           to, a change resulting from the anti-dilution
                           provisions thereof, the Series B Conversion Price as
                           then in effect shall forthwith be readjusted to such
                           Series B Conversion Price as would have been obtained
                           had an adjustment been made upon the grant of such
                           options, warrants or rights not exercised prior to
                           such change, or the issuance of such securities not
                           converted or exchanged prior to such change, on the
                           basis of such change;

                                    (4) on the expiration or cancellation of any
                           such options, warrants or rights, or the termination
                           of the right to convert or exchange such convertible
                           or exchangeable securities, if the Series B
                           Conversion Price shall have been adjusted upon the
                           grant or issuance thereof, then the Series B
                           Conversion Price shall forthwith be readjusted to
                           such Series B Conversion Price as would have been
                           obtained had an adjustment been made upon the grant
                           or issuance of such options, warrants, rights or
                           securities on the basis of the issuance of only the
                           number of shares of Common Stock actually issued upon
                           the exercise of such options, warrants or rights, or
                           upon the conversion or exchange of such securities;
                           and

                                    (5) if the Series B Conversion Price shall
                           have been adjusted upon the grant or issuance of any
                           such options, warrants, rights or convertible or
                           exchangeable securities, no further adjustment of the
                           Series B Conversion Price shall be made for the
                           actual issuance of Common Stock upon the exercise,
                           conversion or exchange thereof;

                  provided, however, that no increase in the Series B Conversion
                  Price shall be made pursuant to subclauses "1", "2" or "3"of
                  this subclause "c".

                  d. Notwithstanding the foregoing provisions of this paragraph
                  "E" of this Section VI, the dividend or other distributions of
                  Rights to holders of Common Stock shall not be deemed to be
                  the issuance of Additional Shares of Common Stock resulting in
                  an adjustment to the Series B Conversion Price until such time
                  as such Rights become exercisable or exchangeable for Common
                  Stock.

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       8
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                  2. Stock Dividends. If the number of shares of Common Stock
         outstanding at any time after the date of issuance of Series B
         Preferred Stock is increased by a stock dividend or other distribution
         payable in shares of Common Stock or by a subdivision or split-up of
         shares of Common Stock, then immediately after the record date fixed
         for the determination of holders of Common Stock entitled to receive
         such stock dividend or the effective date of such subdivision or
         split-up, as the case may be, the Series B Conversion Price shall be
         appropriately reduced so that the holder of any shares of Series B
         Preferred Stock thereafter converted shall be entitled to receive the
         number of shares of Common Stock which the holder would have received
         immediately following such action had such shares of Series B Preferred
         Stock been converted immediately prior thereto.

                  3. Combination of Stock. If the number of shares of Common
         Stock outstanding at any time after the date of issuance of Series B
         Preferred Stock is decreased by a combination of the outstanding shares
         of Common Stock, then, immediately after the effective date of such
         combination, the Series B Conversion Price for such series shall be
         appropriately increased so that the holder of any shares of Series B
         Preferred Stock thereafter converted shall be entitled to receive the
         number of shares of Common Stock which such holder would have received
         immediately following such action had such shares of Series B Preferred
         Stock been converted immediately prior thereto.

                  4. Reclassification. In case of any Reclassification, each
         share of Series B Preferred Stock shall, after such Reclassification,
         be convertible into the kind and number of shares of stock or other
         securities, cash or property to which the holder of such share of
         Series B Preferred Stock would have been entitled to receive if the
         holder owned the Common Stock issuable upon conversion of the Series B
         Preferred Stock immediately prior to the occurrence of the
         Reclassification; and in any such case, if necessary, the provisions
         set forth herein with respect to the rights and interests thereafter of
         the holders of the shares of Series B Preferred Stock shall be
         appropriately adjusted so as to be applicable, as nearly as possible,
         to any shares of stock or other securities, cash or property thereafter
         deliverable on the conversion of the shares of Series B Preferred
         Stock.

                  5. Adjustment Upon Payment of Dividend on Common Stock. To the
         extent the Company pays a dividend on Common Stock, other than Rights
         or a dividend payable in Common Stock as provided for in Section
         VI.E.2, the Series B Conversion Price shall immediately be reduced (i)
         by the per share amount of cash dividend paid on the Common Stock or
         (ii) in the case of a non-cash dividend (other than dividends of
         options, warrants or other rights to purchase or acquire Common Stock
         for which there has been an adjustment under Section VI.E.1.c), by the
         fair value of the per share amount of such dividend as reasonably
         determined by the Board.

                  6. Rounding of Calculations. All calculations under this
         paragraph "E" shall be made to the nearest cent or to the nearest one
         hundredth (1/100th) of a share, as the case may be.

                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       9
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                  7. Timing of Issuance of Additional Common Stock Upon Certain
         Adjustments. In any case in which the provisions of this paragraph "E"
         shall require that an adjustment shall become effective immediately
         after a record date for an event, the Company may defer until the
         occurrence of such event (i) issuing to the holder of any shares of
         Series B Preferred Stock converted after such record date and before
         the occurrence of such event the additional shares of Common Stock
         issuable upon such conversion by reason of the adjustment required by
         such event over and above the shares of Common Stock issuable upon such
         conversion before giving effect to such adjustment, and (ii) paying to
         such holder any amount of cash in lieu of a fractional share of Common
         Stock pursuant to paragraph "C" of Section IX hereof; provided,
         however, that the Company upon request shall deliver to such holder a
         due bill or other appropriate instrument evidencing such holder's right
         to receive such additional shares and such cash, upon the occurrence of
         the event requiring such adjustment.

         F. Statement Regarding Adjustments. Whenever the Series B Conversion
Price shall be adjusted as provided in paragraph "E" of this Section VI, the
Company shall forthwith file, at the office of any transfer agent for such
Series B Preferred Stock and at the principal office of the Company, a statement
showing in detail the facts requiring such adjustment and the Series B
Conversion Price that shall be in effect after such adjustment, and the Company
shall also cause a copy of such statement to be sent by certified mail, postage
prepaid, to each holder of shares of Series B Preferred Stock at the address
appearing on the Company's records. Each such statement shall be signed by the
Company's independent public accountants. Where appropriate, such copy may be
given in advance and may be included as part of a notice required to be mailed
under the provisions of paragraph "G" of this Section VI.

         G. Notice to Holders. In the event the Company shall propose to take
any action of the type described in clauses "1" (but only if the action of the
type described in clause "1" would result in an adjustment in the Series B
Conversion Price), "2", "3, "4" or "5" of paragraph "E" of this Section VI, the
Company shall give notice to each holder of shares of Series B Preferred Stock
affected by such action in the manner set forth in this paragraph "G" of this
Section VI, which notice shall specify the record date, if any, with respect to
any such action and the approximate date on which such action is to take place.
Such notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Series B Conversion Price
and the number, kind or class of shares or other securities or property which
shall be deliverable or purchasable upon the occurrence of such action or
deliverable upon conversion of shares of Series B Preferred Stock. In the case
of any action which would require the fixing of a record date, such notice shall
be given at least ten days prior to the date so fixed, and in the case of any
other action, such notice shall be given at least 15 days prior to the taking of
such proposed action. Failure to give such notice, or any defect therein, shall
not affect the legality or validity of any such action.

         H. Treasury Stock. For the purpose of this Section VI, the sale or
other disposition of Common Stock theretofore held in the Company's treasury
shall be deemed to be an issuance thereof.


                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       10
<PAGE>   11


         I. Costs. The Company shall pay all documentary, stamp, transfer or
other transactional taxes attributable to the issuance or delivery of shares of
Common Stock of the Company upon conversion of any shares of Series B Preferred
Stock; provided, however, that the Company shall not be required to pay any
taxes which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that of the
holder of the shares of Series B Preferred Stock in respect of which such shares
are being issued.

         Section VII.      Redemption.

         A. Optional Redemption. So long as any shares of Series B Preferred
Stock shall be outstanding and to the extent that the Company shall have funds
legally available for such payment, the Company may, but shall not be obligated
pursuant to this Section VII.A to, redeem for cash any such outstanding shares.
The redemption price of each share of Series B Preferred Stock so redeemed shall
be an amount equal to the sum of (i) the product of (A) the number of shares of
Common Stock into which one share of Series B Preferred Stock is then
convertible and (B) the Series B Forced Conversion Price and (ii) all accrued
and unpaid dividends. All accrued and unpaid dividends payable hereunder shall
be payable whether or not earned or declared, to and including the applicable
Optional Redemption Date.

         B. Procedure With Respect to Optional Redemption. The Company shall,
not less than 30 days nor more than 60 days prior to the applicable redemption
date (an "Optional Redemption Date"), mail written notice (the "Optional
Redemption Notice"), by certified mail, postage prepaid, to each holder of
shares of record of Series B Preferred Stock to be redeemed at such holder's
post office address last shown on the records of the Company. The Optional
Redemption Notice shall state: (i) the total number of shares of Series B
Preferred Stock which the Company intends to redeem; (ii) the number of shares
of Series B Preferred Stock which the Company intends to redeem from that
particular holder; (iii) the applicable Optional Redemption Date and the
applicable redemption price; and (iv) the time, place and manner in which the
holder is to surrender to the Company the certificate or certificates, as the
case may be, representing the shares of Series B Preferred Stock to be redeemed.
On or before the applicable Optional Redemption Date, each holder of Series B
Preferred Stock shall surrender the certificate or certificates representing
such shares to the Company, in the manner and at the place designated in the
Optional Redemption Notice, and thereupon the applicable redemption price for
such shares shall be payable in immediately available funds to the order of the
person whose name appears on such certificate or certificates as the owner
thereof, and each surrendered certificate shall be cancelled and retired. In the
event less than all of the shares of Series B Preferred Stock represented by
such certificate are redeemed, a new certificate shall be issued representing
the unredeemed shares.

         C. Mandatory Redemption. If on the twentieth anniversary of the
Measurement Date and on each anniversary of the Measurement Date thereafter
until the Series B Preferred Stock is fully retired (a "Redemption Date"), all
shares of the Series B Preferred Stock have not been previously converted or
redeemed and if the closing price of Common Stock into which the shares of any
outstanding series of Series B Preferred Stock are convertible is less than the
applicable Conversion Price for such series of Series B Preferred Stock for a
period of 30


                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       11
<PAGE>   12


consecutive trading days during the immediately preceding 12-month period (such
series of Series B Preferred Stock being referred to as the "Mandatorily
Redeemable Preferred Stock"), then the Company shall, at the option of each
holder of shares of Mandatorily Redeemable Preferred Stock not converted or
redeemed, redeem in cash the lesser of (i) one-fifth of the shares of the
Mandatorily Redeemable Preferred Stock held of record by such holder or (ii) the
number of shares equal to the quotient resulting from dividing such holder's pro
rata share of the Available Cash (as hereinafter defined) by the redemption
price per share. The term "Available Cash" means the lesser of (A) the amount of
cash legally available for the redemption of stock by the Company or (B) the
amount of cash available, if any, for the redemption of stock by the Company
without materially disrupting the business of the Company as carried on in the
normal course, as determined in good faith by the Board of the Company.
Notwithstanding anything herein to the contrary, if the redemption of any shares
of Mandatorily Redeemable Preferred Stock for which redemption has been demanded
under this Section VII.C would result in a default, an event of default or an
event that with the passage of time or the giving of notice, or both, would
become a default or an event of default under any contract, agreement,
commitment or other contractual obligation to which the Company is a party,
bound or subject to, the Company shall not be obligated to redeem any of the
shares of Mandatorily Redeemable Preferred Stock for which redemption has been
demanded under this Section VII.C. A holder's pro rata share of Available Cash
with respect to shares of Mandatorily Redeemable Preferred Stock for which
redemption has been demanded shall be determined ratably based upon the
respective amounts which would be payable on such shares if all amounts payable
upon redemption of all shares for which redemption has been demanded were paid
in full. The redemption price per share of the Series B Preferred Stock shall be
$1,000.00 plus all accrued and unpaid dividends as of the applicable Redemption
Date, whether or not earned or declared. Any holder of Series B Preferred Stock
may exercise its option to redeem shares pursuant to this Section VII.C at any
time after an applicable Redemption Date but prior to, and such option shall
expire at 5:00 p.m., Houston, Texas, time on, the 30th day after the applicable
Redemption Date.

         D. Procedure With Respect to Mandatory Redemption. A holder of
Mandatorily Redeemable Preferred Stock may exercise its option pursuant to
paragraph "C" of this Section VII by delivering, prior to the expiration of such
option, written notice of redemption to the Company at its principal executive
office, together with all certificates representing shares of Mandatorily
Redeemable Preferred Stock to be redeemed, or the affidavit and indemnity
referenced in paragraph "F" of Section IX hereof with respect to such
certificates, and such transmittal forms, endorsements or stock powers as may
reasonably be requested by the Company. Upon receipt thereof, the Company will
promptly pay, by check or wire in immediately available funds, the redemption
price to the registered holder at the address specified in the written notice of
redemption, or in the event no address is specified, at the address of the
holder as it then appears on the records of the Company. Subject to the terms of
paragraph "C" of this Section VII, in no event shall the redemption price be
delivered later than 60 days after receipt by the Company of written notice of
redemption pursuant to paragraph "C" of this Section VII.

         Section VIII. Rank. The Series B Preferred Stock shall, with respect to
dividend distributions and distributions upon the Liquidation of the Company,
rank (i) senior to all classes of Common Stock of the Company, to the Company's
Series A Junior Participating Preferred


                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       12
<PAGE>   13


Stock and to each other class of Capital Stock of the Company or series of
preferred stock of the Company hereafter established the terms of which do not
expressly provide that it ranks senior to, or on a parity with, the Series B
Preferred Stock as to dividend distributions or distributions upon the
Liquidation of the Company (collectively referred to, together with all classes
of Common Stock of the Company, as "Junior Securities"); (ii) on a parity with
any class of Capital Stock of the Company or series of preferred stock of the
Company hereafter established the terms of which expressly provide that such
class or series will rank on a parity with the Series B Preferred Stock as to
dividend distributions or distributions upon the Liquidation of the Company
(collectively referred to as "Parity Securities"); and (iii) junior to each
other class of Capital Stock of the Company or series of preferred stock of the
Company hereafter established the terms of which expressly provide that such
class or series will rank senior to the Series B Preferred Stock as to dividend
distributions or distributions upon the Liquidation of the Corporation
(collectively referred to as "Senior Securities").

         Section IX.       General.

         A. All shares of Common Stock which may be issued upon conversion of
the shares of Series B Preferred Stock will upon issuance by the Company be duly
and validly issued, fully paid and nonassessable, not subject to any preemptive
rights, and free from all taxes, liens and charges with respect to the issuance
thereof and the Company shall take no action which will cause a contrary result.

         B. The section headings contained in this resolution are for reference
purposes only and shall not affect in any way the meaning of this resolution.

         C. No fractional shares of Common Stock or scrip shall be issued upon
conversion of shares of the Series B Preferred Stock. If more than one share of
Series B Preferred Stock shall be surrendered for conversion at any one time by
the same holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series B Preferred Stock so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon conversion of any
share of Series B Preferred Stock, the Company shall pay a cash adjustment in
respect of such fractional interest in an amount equal to that fractional
interest of the then Current Market Price.

         D. The Company shall reserve at all times so long as any shares of
Series B Preferred Stock remain outstanding, free from preemptive rights, out of
its treasury stock or its authorized but unissued shares of Common Stock, or
both, solely for the purpose of effecting the conversion of the shares of Series
B Preferred Stock, sufficient shares of Common Stock to provide for the
conversion of all outstanding shares of Series B Preferred Stock.

         E. Shares of Series B Preferred Stock which have been issued and have
been converted, redeemed, repurchased or reacquired in any manner by the Company
shall become authorized and unissued shares of the Company's undesignated
preferred stock, par value $1.00 per share, but shall not be reissued as shares
of Series B Preferred Stock.


                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       13
<PAGE>   14


         F. Upon receipt by the Company of (i) an affidavit in form and content
reasonably acceptable to the Company stating that the stock certificate or
certificates representing Series B Preferred Stock have been lost, stolen or
destroyed, and (ii) an indemnity in form and content reasonably acceptable to
the Company that indemnifies the Company against any claim that may be made
against the Company with respect to the certificate or certificates alleged to
have been lost, stolen or destroyed, the Company shall issue a new certificate
or certificates in place of any certificate or certificates alleged to have been
lost, stolen or destroyed.

         G. All dollar amounts shall be United States dollars.


                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       14
<PAGE>   15



         IN WITNESS WHEREOF, the Company has caused this certificate to be
signed and attested by its duly authorized officers this 9th day of May, 2001.

                                           OCEAN ENERGY, INC.,
                                           A Delaware corporation

                                           By:  /s/ James T. Hackett
                                              ----------------------
                                           Name:   James T. Hackett
                                           Title:  President



ATTEST:


/s/ Robert K. Reeves
-------------------------------
    Robert K. Reeves, Secretary



                               OCEAN ENERGY, INC.
                            SERIES B PREFERRED STOCK
                                       15