Exhibit 10.1

                               FIRST AMENDMENT TO
                  OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN



     WHEREAS,  OCEAN  ENERGY,  INC., a Texas  corporation  (the  "Company")  and
certain  designated  participating  employers have heretofore  adopted the OCEAN
ENERGY, INC.  SUPPLEMENTAL  BENEFIT PLAN (the "Plan") for the benefit of certain
eligible employees;

     WHEREAS,  the Company amended and restated the Plan on behalf of itself and
the participating employers effective as of January 1, 2000; and

     WHEREAS, the Employer desires to further amend the Plan on behalf of itself
and the participating employers;

     NOW,  THEREFORE,  the Plan  shall be amended as  follows,  effective  as of
December 31, 2000:

     1.   Section 1.1(1) of the Plan shall be deleted and the following shall be
          substituted therefor:

          "(1) Account:  A memorandum  bookkeeping  account  established  on the
               records of the Employer for a Participant  which is credited with
               amounts  determined  pursuant  to Article  III of the Plan.  Each
               Participant shall have four Accounts, a Bonus Deferral Account, a
               Compensation  Deferral  Account,  an ESOP  Account  and a  Thrift
               Account.  As of any determination  date, a Participant's  benefit
               under  this Plan  shall be equal to the  amount  credited  to his
               Accounts as of such date."

     2.   The following new Section  1.1(13A) shall be added to Article I of the
          Plan:

          "(14)Employer Discretionary  Contributions:  Contributions made to the
               Thrift Plan by the Employer on a Participant's behalf pursuant to
               Section 3.3 of the Thrift Plan."

     3.   Section 1.1(19) of the Plan shall be deleted.

     4.   The following new Section  1.1(22A) shall be added to Article I of the
          Plan:

          "(22A) Thrift  Account:  An account  credited with amounts  determined
               pursuant to Sections 3.3, 3.5 (if any) and 3.6 of the Plan."

     5.   Section  3.3 of the Plan shall be deleted and the  following  shall be
          substituted therefor:

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          "3.3 Amount of Supplemental Thrift Benefit.  (a) As of the last day of
               each  month  of  each  Plan  Year,  the  Thrift  Account  of  any
               Participant who makes the maximum  allowable  contribution  under
               the  Thrift  Plan  but,  as a  result  of the  Limitations,  such
               contribution  is less than the  percentage of  Compensation  such
               Participant  actually  elected  under such Plan shall be credited
               with an  amount  equal  to the  excess,  if any,  of (a) over (b)
               where:

               (1)  equals the  Employer  Matching  Contributions  to which such
                    Participant  would have been entitled  under the Thrift Plan
                    based upon the percentage of Compensation  such  Participant
                    actually  elected  to defer  under  such Plan for such month
                    assuming none of the Limitations were imposed; and

               (2)  equals the Employer Matching Contributions that were made on
                    behalf of such  Participant  under the Thrift  Plan for such
                    month.

          (b)  As of the last day of each  Plan  Year,  a  Participant's  Thrift
               Account shall be credited with an amount equal to the excess,  if
               any, of (a) over (b) where:

               (1)  equals the amount of  Employer  Discretionary  Contributions
                    that  would  have  been  allocated  to  such   Participant's
                    Employer Discretionary Contribution Account under the Thrift
                    Plan assuming none of the Limitations were imposed; and

               (2)  equals the amount of  Employer  Discretionary  Contributions
                    that were actually allocated to such Participant's  Employer
                    Discretionary Contribution Account under the Thrift Plan."

     6.   For purposes of Article IV of the Plan,  references to a Participant's
          "Employer  Contribution Account" shall be deemed to be references to a
          Participant's "Employer Contribution Accounts."

     7.   Section  6.5 of the Plan shall be deleted and the  following  shall be
          substituted therefor:

          "6.5 Rights to Employer's  Assets. No Participant shall have any right
               to, or interest in, any assets of the Employer  upon  termination
               of employment or otherwise,  except as provided from time to time
               under  this  Plan,  and then only to the  extent of the  benefits
               payable  under  the  Plan  to  such  Participant.  This  Plan  is
               unfunded,  and all  payments of benefits as provided  for in this
               Plan  shall  be made  solely  out of the  general  assets  of the
               Employer on a current disbursements basis. The preceding sentence
               to the  contrary  notwithstanding,  the  Employer may fund all or
               part of its  obligations  hereunder by  transferring  assets to a
               trust if the  provisions  of the trust  agreement  creating  such
               trust require the use of such trust's assets to satisfy


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               claims of the Employer's general unsecured creditors in the event
               of the  Employer's  insolvency or bankruptcy  and provide that no
               Employee  shall at any time have a prior claim to such assets and
               that  such  trust  shall  not  cause  the Plan to be  other  than
               "unfunded"  for the  purposes of ERISA.  The assets of such trust
               shall not be deemed to be assets of this Plan."

     8.   As amended hereby, the Plan is specifically ratified and reaffirmed.

         EXECUTED this ________ day of September, 2000.

                                            OCEAN ENERGY, INC.



                                   By:      ______________________________

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