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                                                                     EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                               OCEAN ENERGY, INC.

         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its articles of incorporation:

         FIRST:   The name of the corporation is Ocean Energy, Inc.

         SECOND:  The first paragraph of Article FOUR shall be amended to read
                  in its entirety as follows:

                  The total number of shares of stock that the corporation shall
                  have authority to issue is 240,000,000 shares, divided into
                  10,000,000 shares of Preferred Stock of the par value of $1.00
                  per share, and 230,000,000 shares of Common Stock of the par
                  value of $.10 per share. Each share of Common Stock shall be
                  entitled to one vote.

         THIRD:   The above described amendment to Article FOUR was adopted by
                  the shareholders of the corporation on May 25, 1999.

         FOURTH:  At the close of business on April 26, 1999, the record date
                  for the determination of shareholders entitled to notice of
                  and to vote at the shareholders' meeting where such adoption
                  occurred, there were outstanding 165,898,205 shares of Common
                  Stock and 50,000 shares of the Company's Series C Convertible
                  Preferred Stock (the "Convertible Preferred Stock"). Each
                  shareholder was entitled to one vote for each share of Common
                  Stock, and 66.96 votes for each share of Convertible Preferred
                  Stock, for a total of 169,246,205 votes.

         FIFTH:   As described more fully in the table set forth below, an
                  aggregate of 126,926,397 votes were cast in favor of the
                  amendment and an aggregate of 11,587,303 votes were cast
                  against the amendment:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                          For                                Against
              -------------------------------      -----------------------------
                 Shares              Votes            Shares         Votes
              ------------       ------------      -----------    --------------
<S>           <C>                <C>               <C>            <C>
Common         123,578,397        123,578,397       11,587,303     11,587,303
Stock
--------------------------------------------------------------------------------
Series C
Preferred           50,000          3,348,000                0              0
Stock
--------------------------------------------------------------------------------
Total          123,628,397        126,926,397       11,587,303     11,587,303
--------------------------------------------------------------------------------
</TABLE>

         SIXTH:   The amendment effects no change in the amount of stated
                  capital of the corporation.


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DATED: June 1, 1999.

                                        OCEAN ENERGY, INC.


                                        By:
                                           -------------------------------------
                                           James T. Hackett
                                           President and Chief Executive Officer



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