===============================================================================

                       Securities And Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

   X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-------
                         SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter Ended September 30, 2000

                                       OR

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
-------
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number: 1-8094

                               Ocean Energy, Inc.
             (Exact name of registrant as specified in its charter)

       Texas                                                  74-1764876
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

               1001 Fannin, Suite 1600, Houston, Texas 77002-6714
               (Address of principal executive offices) (Zip code)

                                 (713) 265-6000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .

As of October 27, 2000,  167,520,788 shares of Common Stock, par value $0.10 per
share, were outstanding.


================================================================================
<PAGE>

                               Ocean Energy, Inc.

                                      Index
<TABLE>
<CAPTION>



                                                                                                    Page
                                                                                                   Number
<S>                                                                                                <C>
Part I.  Financial Information

    Item 1.   Unaudited Consolidated Financial Statements

                  Consolidated Statements of Operations for the Three Months and
                  Nine Months Ended September 30, 2000 and 1999......................................    1

                  Consolidated Balance Sheets - September 30, 2000
                  and December 31, 1999..............................................................    2

                  Consolidated Statements of Cash Flows for the Nine Months
                  Ended September 30, 2000 and 1999..................................................    3

                  Consolidated Statements of Comprehensive Income for the Three
                  Months and Nine Months Ended September 30, 2000 and 1999 ..........................    4

                  Notes to Consolidated Financial Statements.........................................    5

    Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of  Operations....................................................  10

    Item 3.   Quantitative and Qualitative Disclosures about Market Risks............................   16

Part II.  Other Information..........................................................................   17


Signatures...........................................................................................   18
</TABLE>


                                      (i)

<PAGE>


Item. 1  Unaudited Consolidated Financial Statements

                               Ocean Energy, Inc.
                      Consolidated Statements Of Operations
                  (Amounts in Thousands, Except Per Share Data)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                   Three Months Ended                Nine Months Ended
                                                                      September 30,                    September 30,
                                                            -------------------------------- ---------------------------------
                                                                 2000             1999            2000             1999
                                                            ---------------  --------------- ---------------  ----------------
<S>                                                         <C>              <C>             <C>              <C>

Revenues......................................................$  261,089       $  214,393      $  743,586       $  516,293

Costs of Operations:
   Operating expenses.........................................    57,330           54,672         172,040          165,278
   Depreciation, depletion and amortization...................    76,886           85,615         229,918          233,732
   Impairment of oil and gas properties.......................         -                -               -           28,500
   General and administrative.................................     6,231            4,955          21,303           18,038
                                                            ---------------  --------------- ---------------  ----------------
                                                                 140,447          145,242         423,261          445,548
                                                            ---------------  --------------- ---------------  ----------------

Operating Profit..............................................   120,642           69,151         320,325           70,745

Other (Income) Expense:
   Interest expense...........................................    19,756           30,410          57,850           86,601
   Merger and integration costs...............................         -            3,176           3,273           43,828
   Interest income and other..................................      (915)            (269)         (1,747)            (383)
                                                            ---------------  --------------- ---------------  ----------------

Income (Loss) Before Income Taxes.............................   101,801           35,834         260,949          (59,301)

Income Tax Expense (Benefit)..................................    43,932            6,404         114,609           (9,269)
                                                            ---------------  --------------- ---------------  ----------------

Income (Loss) from Continuing Operations......................    57,869           29,430         146,340          (50,032)
Loss from Discontinued Operations, Net of
   Income Taxes...............................................         -             (625)              -              (78)
                                                            ---------------  --------------- ---------------  ----------------

Net Income (Loss).............................................    57,869           28,805         146,340          (50,110)
Preferred Stock Dividend......................................       813              819           2,438            2,456
                                                            ---------------  --------------- ---------------  ----------------

Net Income (Loss) Available to Common Shareholders............$   57,056       $   27,986      $  143,902       $  (52,566)
                                                            ===============  =============== ===============  ================

Earnings (Loss) Per Common Share:
   Basic:
     Income (Loss) from Continuing Operations................. $    0.34        $    0.17       $     0.86       $    (0.36)
     Income from Discontinued Operations......................        -                -                -                -
                                                            ---------------  --------------- ---------------  ----------------
     Net Income (Loss)........................................ $    0.34        $    0.17       $     0.86       $    (0.36)
                                                            ===============  =============== ===============  ================

   Diluted:
     Income (Loss) from Continuing Operations................. $    0.33        $    0.16       $    0.83        $    (0.36)
     Income from Discontinued Operations......................         -               -                 -               -
                                                            ---------------  --------------- ---------------  ----------------
     Net Income (Loss)........................................ $    0.33        $    0.16       $    0.83        $    (0.36)
                                                            ===============  =============== ===============  ================

Weighted Average Number of Common Shares
   Outstanding:
     Basic....................................................   167,125          166,680         167,061          145,670
                                                            ===============  =============== ===============  ================
     Diluted..................................................   177,035          170,629         176,448          145,670
                                                            ===============  =============== ===============  ================
</TABLE>
          See accompanying Notes to Consolidated Financial Statements.

                                       1
<PAGE>


                               Ocean Energy, Inc.
                           Consolidated Balance Sheets
                    (Amounts in Thousands, Except Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      September 30,         December 31,
                                                                                           2000                 1999
                                                                                     -----------------    ------------------
                                                          Assets
<S>                                                                                  <C>                  <C>

Current Assets:
   Cash and cash equivalents....................................................       $      25,915        $      64,889
   Accounts receivable, net.....................................................             205,158              170,034
   Inventories..................................................................              26,244               28,723
   Prepaid expenses and other...................................................              32,108               26,304
                                                                                     -----------------    ------------------
     Total Current Assets.......................................................             289,425              289,950

Property,  Plant  and  Equipment,  at cost,  full  cost  method  for oil and gas
properties:
   Evaluated oil and gas properties.............................................           4,020,772            3,706,288
   Unevaluated oil and gas properties excluded from amortization................             546,910              507,197
   Other........................................................................             145,619               84,410
                                                                                     -----------------    ------------------
                                                                                           4,713,301            4,297,895
Accumulated Depreciation, Depletion and Amortization............................          (2,414,119)          (2,094,885)
                                                                                     -----------------    ------------------
                                                                                           2,299,182            2,203,010

Deferred Income Taxes...........................................................             167,669              233,406
Other Assets....................................................................              56,453               56,777
                                                                                     -----------------    ------------------
Total Assets....................................................................       $   2,812,729        $   2,783,143
                                                                                     =================    ==================

                                           Liabilities And Shareholders' Equity

Current Liabilities:
   Accounts and notes payable...................................................       $     296,989        $     275,629
   Accrued interest payable.....................................................              17,774               41,119
   Accrued liabilities..........................................................              20,309               65,193
                                                                                     -----------------    ------------------
     Total Current Liabilities..................................................             335,072              381,941

Long-Term Debt..................................................................           1,073,104            1,333,410
Deferred Income Taxes...........................................................              33,981                    -
Other Noncurrent Liabilities and Deferred Revenue...............................             275,580              120,097
Commitments and Contingencies...................................................                   -                    -

Shareholders' Equity:
   Preferred stock, $1.00 par value; authorized 10,000,000 shares;
     issued 50,000 shares.......................................................                  50                   50
   Common stock, $.10 par value; authorized 230,000,000 shares; issued 169,614,114
     and 166,979,981 shares, respectively.......................................              16,961               16,699
   Additional paid-in capital...................................................           1,511,605            1,484,688
   Accumulated deficit..........................................................            (403,314)            (547,216)
   Less - treasury stock, at cost; 2,103,753 and 378,171 shares, respectively...             (26,538)              (3,114)
   Less - Other.................................................................              (3,772)              (3,412)
                                                                                     -----------------    ------------------
     Total Shareholders' Equity.................................................           1,094,992              947,695
                                                                                     -----------------    ------------------
Total Liabilities and Shareholders' Equity......................................       $   2,812,729        $   2,783,143
                                                                                     =================    ==================
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.

                                       2
<PAGE>


                               Ocean Energy, Inc.
                      Consolidated Statements Of Cash Flows
                             (Amounts in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Nine Months Ended September 30,
                                                                              ---------------------------------------
                                                                                    2000                 1999
                                                                              -----------------    ------------------
<S>                                                                           <C>                  <C>
 Operating Activities:
   Net income (loss)......................................................      $     146,340        $     (50,110)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Depreciation, depletion and amortization.............................            229,918              233,732
     Impairment of oil and gas properties.................................                  -               28,500
     Deferred income taxes................................................             99,833              (24,702)
     Noncash merger and integration costs.................................                  -               21,047
     Other................................................................              9,678               11,674
     Changes in operating assets and liabilities, net of acquisitions.....            (85,621)             (13,211)
                                                                              -----------------    ------------------
     Net Cash Provided by Operating Activities............................            400,148              206,930
                                                                              -----------------    ------------------

 Investing Activities:
   Capital expenditures of continuing operations..........................           (413,349)            (231,976)
   Capital expenditures of discontinued operations........................                  -               (5,040)
   Acquisition costs, net of cash acquired................................             (3,036)              (2,345)
   Proceeds from sales of property, plant and equipment...................             86,125              390,479
   Other .................................................................             (2,327)                   -
                                                                              -----------------    ------------------
     Net Cash Provided by (Used in) Investing Activities..................           (332,587)             151,118
                                                                              -----------------    ------------------

 Financing Activities:
   Proceeds from debt.....................................................          1,043,412              989,999
   Principal payments on debt ............................................         (1,291,324)          (1,400,823)
   Proceeds from sales of common stock....................................             20,600                2,572
   Purchase of treasury stock.............................................            (23,401)                   -
   Increase in deferred revenue...........................................             74,947              100,000
   Proceeds from conveyances of Section 29 credit properties..............             69,644                    -
   Deferred financing costs...............................................                  -               (6,406)
   Other..................................................................               (413)                (219)
                                                                              -----------------    ------------------
     Net Cash Used In Financing Activities................................           (106,535)            (314,877)
                                                                              -----------------    ------------------

 Increase (decrease) In Cash and Cash Equivalents.........................            (38,974)              43,171

 Cash and Cash Equivalents at Beginning of Period.........................             64,889               10,706
                                                                              -----------------    ------------------

 Cash and Cash Equivalents at End of Period...............................      $      25,915        $      53,877
                                                                              =================    ==================
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       3

<PAGE>


                               Ocean Energy, Inc.
                 Consolidated Statements Of Comprehensive Income
                             (Amounts in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended                Nine Months Ended
                                                               September 30,                     September 30,
                                                      --------------------------------- ---------------------------------
                                                            2000             1999            2000             1999
                                                      ----------------- --------------- ---------------- ----------------
<S>                                                   <C>               <C>             <C>              <C>

Net income (loss)....................................    $   57,869        $   28,805      $  146,340       $  (50,110)

Other comprehensive income, net of tax:
   Foreign currency translation adjustment...........             -                 -               -           10,720
                                                      ----------------- --------------- ---------------- ----------------

Comprehensive income (loss) .........................    $   57,869        $   28,805      $  146,340       $  (39,390)
                                                      ================= =============== ================ ================
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                       4

<PAGE>


                               Ocean Energy, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 1.       Presentation of Financial Information

     The consolidated financial statements of Ocean Energy, Inc. ("Ocean", "OEI"
or "the  Company"),  a Texas  corporation,  included  herein have been prepared,
without  audit,  pursuant to the rules and  regulations  of the  Securities  and
Exchange Commission ("SEC").  Although certain information  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  has  been  condensed  or  omitted,   management  believes  that  the
disclosures are adequate to make the information  presented not misleading.  The
financial  statements  reflect all normal  recurring  adjustments  that,  in the
opinion of management, are necessary for a fair presentation.

     On March 30, 1999,  Ocean  Energy,  Inc.  ("Old Ocean") was merged with and
into Seagull Energy Corporation ("Seagull", the "Merger"). The resulting company
was renamed Ocean Energy, Inc. The Merger was treated for accounting purposes as
an acquisition of Seagull by Ocean with the assets and  liabilities of Old Ocean
being recorded based upon their  historical costs and the assets and liabilities
of Seagull being recorded at their estimated fair market values.  As of December
31, 1999 a total purchase price of $642 million had been allocated to assets and
liabilities.  The  Merger,  completed  through  the  issuance  of common  stock,
increased property,  plant and equipment by $1.3 billion,  debt by $563 million,
other liabilities by $200 million, and equity by $595 million through a non-cash
transaction. The financial results presented here include those of Ocean Energy,
Inc. on a  stand-alone  basis for the first  quarter of 1999 and of the combined
company thereafter.

     The accompanying consolidated financial statements of the Company should be
read in conjunction with the consolidated financial statements and notes thereto
included in the Annual Report on Form 10-K for the year ended December 31, 1999.

     Property,  Plant and Equipment - The Company  capitalizes  interest expense
and certain employee-related costs that are directly attributable to oil and gas
operations.  For the three months ended September 30, 2000 and 1999, the Company
capitalized  interest  expense  in the  amount of $11  million  and $8  million,
respectively,  and certain  employee-related  costs in the amount of $11 million
and $11 million,  respectively. For the nine months ended September 30, 2000 and
1999, the Company capitalized  interest expense in the amount of $34 million and
$28 million,  respectively,  and certain employee-related costs in the amount of
$33 million and $26 million, respectively.

     During the first nine months of 1999, the Company recognized impairments in
the  amount of $28.5  million,  pre-tax,  related  primarily  to the sale of the
Canadian subsidiary on April 15, 1999.

                                       5
<PAGE>
                              Ocean Energy, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

     Earnings Per Share - The following table provides a reconciliation  between
basic and diluted  earnings  (loss) per share  (stated in  thousands  except per
share data):

<TABLE>
<CAPTION>
                                                      Net Income (Loss)
                                                        Available to           Weighted Average         Earnings (Loss)
                                                           Common               Common Shares             Per Share
                                                        Shareholders            Outstanding                Amount
                                                    ---------------------     --------------------     ------------------
<S>                                                 <C>                       <C>                      <C>

Quarter Ended September 30, 2000:
     Basic................................              $      57,056                   167,125          $      0.34
     Effect of dilutive securities:
          Stock options...................                          -                     6,468
          Convertible preferred stock.....                        813                     3,442
                                                    ---------------------     --------------------
     Diluted..............................              $      57,869                   177,035          $      0.33
                                                    =====================     ====================

Quarter Ended September 30, 1999:
     Basic................................              $      27,986                   166,680          $      0.17
     Effect of dilutive securities:
          Stock options...................                          -                     3,949
                                                    ---------------------     --------------------
     Diluted..............................              $      27,986                   170,629          $      0.16
                                                    =====================     ====================

Nine Months Ended September 30, 2000:
     Basic................................              $     143,902                   167,061          $      0.86
     Effect of dilutive securities:
          Stock options...................                          -                     5,945
          Convertible preferred stock.....                      2,438                     3,442
                                                    ---------------------     --------------------
     Diluted..............................              $     146,340                   176,448          $      0.83
                                                    =====================     ====================

Nine Months Ended September 30, 1999:
     Basic................................              $     (52,566)                  145,670          $     (0.36)
     Effect of dilutive securities........                          -                         -
                                                    ---------------------     --------------------
     Diluted..............................              $     (52,566)                  145,670          $     (0.36)
                                                    =====================     ====================
</TABLE>

     Weighted  average options to purchase  7,263,000  shares of common stock at
$13.46 to $36.54  per share and  6,667,000  shares of common  stock at $14.69 to
$36.54 per share were  outstanding  during the first nine  months and during the
third quarter of 2000, respectively, but were not included in the computation of
diluted  earnings per share  because the options'  exercise  prices were greater
than the average  market price of the common  shares.  These  options  expire at
various dates  through 2010.  Weighted  average  options to purchase  19,517,000
shares of common  stock for the nine months ended  September  30, 1999 at prices
ranging from $2.11 to $36.54 per share were outstanding but were not included in
the  computation  of diluted loss per share  because such options  would have an
antidilutive  effect on the computation of diluted loss per share. These options
expire at various dates from 1999 to 2009.  The preferred  stock  conversion was
also excluded from the  computation for the nine months ended September 30, 1999
because  of its  antidilutive  effect.  Weighted  average  options  to  purchase
10,800,000 shares of common stock at $10.19 to $36.54 per share were outstanding
during the third  quarter of 1999 but were not  included in the  computation  of
diluted  earnings per share  because the options'  exercise  prices

                                       6
<PAGE>
                              Ocean Energy, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

were greater than the average market price of the common  shares.  These options
expire at various dates through 2009.

     Subsidiary  Guarantee  - A  wholly-owned  subsidiary  of  the  Company  has
unconditionally  guaranteed  the full and prompt  performance  of the  Company's
obligations  under  certain of the notes and related  indentures,  including the
payment of  principal,  premium (if any) and interest.  Other than  intercompany
arrangements  and  transactions,  the consolidated  financial  statements of the
subsidiary are  equivalent in all material  respects to those of the Company and
therefore are not presented separately.

     Treasury Stock - The Company  follows the average cost method of accounting
for treasury stock transactions.

     Discontinued  Operations - During the first nine months of 1999 the Company
operated  in  Alaska  through  a  division  of the  Company  and a  wholly-owned
subsidiary  (collectively  referred  to  herein as  "ENSTAR").  In July 1999 the
Company  committed  to a plan to dispose of ENSTAR,  and on November 1, 1999 the
Company  completed the sale. Prior to the sale the results of operations and net
assets of ENSTAR were reflected as discontinued operations.

     Accounting   Pronouncements  -  In  June  1998,  the  Financial  Accounting
Standards Board ("FASB") issued Statement of Financial  Accounting Standards No.
133 ("SFAS 133"),  Accounting for Derivative Instruments and Hedging Activities,
and in June  2000,  the  FASB  issued  SFAS  No.  138,  Accounting  for  Certain
Derivative  Instruments  and Certain  Hedging  Activities,  an amendment of FASB
Statement No. 133. These statements establish accounting and reporting standards
requiring that derivative  instruments (including certain derivative instruments
embedded in other contracts) be recorded in the balance sheet as either an asset
or liability  measured at fair value and that changes in the  derivative's  fair
value be  recognized  currently in earnings  unless  specific  hedge  accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results of hedging  activities,  and requires
that a company must formally document,  designate,  and assess the effectiveness
of transactions that receive hedge accounting.

      The Company will adopt SFAS 133 effective  January 1, 2001. Upon adoption,
the Company will record its derivative  instruments,  which currently consist of
the derivative financial  instruments discussed in Note 4, at fair market value,
as assets or liabilities in the Company's  Consolidated  Balance Sheet, based on
quoted market values and the Company's portfolio of derivative instruments as of
January 1, 2001. The Company at this time is unable to predict the market values
that  will  exist  for its  derivative  instruments  on  January  1,  2001.  Any
transition  adjustment  resulting  from adoption will be reported  either in net
income or in other  comprehensive  income,  as  appropriate,  as the  cumulative
effect of a change in accounting principle.  Subsequent to adoption, the Company
will adjust the carrying  values of the  derivative  instruments  to fair market
value on an ongoing basis. The Company is currently completing its evaluation of
the impact of these  statements  and  believes  the  statements  will not have a

                                       7
<PAGE>
                              Ocean Energy, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

significant  impact on its  results  of  operations  as it expects  its  current
derivative activities will continue to qualify under hedge accounting.  However,
the adoption of SFAS 133 and the ongoing valuation of the Company's portfolio of
derivative  instruments  could add an element  of  volatility  to the  Company's
financial  position and other  comprehensive  income  measured  under  generally
accepted  accounting  principles  due to the marking to market of the derivative
instruments.


Note 2.       Major Transactions

     Conveyances  of Section  29 Credit  Properties  - In  September  2000,  the
Company conveyed  certain  Internal  Revenue Code Section 29 Tax  Credit-bearing
properties to a trust for approximately $70 million, which was recorded in other
noncurrent  liabilities and deferred  revenue.  As part of the transaction,  the
trust  is  required  to  hedge  85%  of its  estimated  gas  production  through
approximately December 31, 2005, depending upon actual production.  Although the
Company  is not a  party  to the  financial  instrument,  under  SFAS  133  this
transaction is determined to be an embedded derivative financial instrument.

     Deferred   Revenue  -  In  September  2000,  the  Company  entered  into  a
market-sensitive  prepaid natural gas sales  agreement to deliver  approximately
53,500 Mcf of natural gas per day  beginning in January  2002  through  December
2003.  In exchange for the natural gas to be provided,  the Company  received an
advance payment of approximately  $75 million.  In addition,  to the extent that
for any month in which natural gas deliveries are made under the agreement,  the
index price, as defined,  exceeds $2.50 MMbtu,  the purchaser will make payments
to the  Company  equal to the  difference,  if any,  between the index price and
$2.50 times the delivery quantity for that month. The obligation associated with
the future delivery of the natural gas has been recorded as deferred revenue and
is included in other noncurrent  liabilities and deferred revenue.  The deferred
revenue  will be amortized into revenue as scheduled deliveries of natural gas
are made.

     Disposition of East Bay - In March 2000, the Company  completed the sale of
its East Bay Complex  receiving net proceeds of approximately  $78 million.  The
properties were located in the  Mississippi  Delta Region of the Gulf of Mexico.
The East Bay Complex  contributed  revenues of $23 and $40 million for the first
quarter  of 2000  and the  first  nine  months  of 1999,  respectively,  and had
operating profit of $10 million and $2 million, respectively.

     Disposition of Canadian Subsidiary - In April 1999, the Company completed a
sale of its Canadian oil and gas assets,  realizing net proceeds of $68 million.
The Canadian assets disposed of contributed  revenues of $7 million,  and had an
operating loss of $21 million  (including  impairment) for the nine months ended
September 30, 1999.

     Proceeds  from these  transactions  were used  primarily  to repay  amounts
outstanding under the Company's existing credit facilities.

                                       8
<PAGE>
                              Ocean Energy, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 3.       Supplemental Disclosures of Cash Flow Information

<TABLE>
<CAPTION>
                                                                            Nine Months Ended September 30,
                                                                   -------------------- ------ ----------------------
                                                                          2000                         1999
                                                                   --------------------        ----------------------
<S>                                                                <C>                         <C>
                                                                                (amounts in thousands)
Cash paid during the period for:
  Interest..................................................          $    76,874                 $   84,429
  Income taxes..............................................          $    25,220                 $   11,607
</TABLE>


Note 4.       Financial Instruments

     From time to time,  the  Company  has  utilized  and expects to continue to
utilize  derivative  financial  instruments with respect to a portion of its oil
and natural gas production to achieve a more predictable cash flow as well as to
reduce its exposure to price fluctuations. These instruments generally are swaps
or price  collars  and are entered  into with major  financial  institutions  or
commodities trading institutions.  Derivative financial instruments are intended
to reduce the Company's  exposure to declines in the market price of natural gas
and crude oil. As a result, gains and losses on derivative financial instruments
are generally  offset by similar  changes in the realized  prices of natural gas
and crude oil. Gains and losses from these financial  instruments are recognized
in  revenues  for the  periods  to which the  derivative  financial  instruments
relate.

     As of  September  30,  2000 and based on NYMEX oil and gas strip  prices at
that date, the Company's derivative financial instruments were as follows:

<TABLE>
<CAPTION>
                                                       Crude Oil                               Natural Gas
                                           -----------------------------------     ------------------------------------
<S>                                         <C>                                    <C>
                                               Daily               Average             Daily
                                             Production             Hedged          Production              Average
                Period                         (Bbl)                Price               (Mcf)            Hedged Price
---------------------------------------    ---------------     ---------------     ---------------     ----------------
<S>                                        <C>                 <C>                 <C>                 <C>
Fourth Quarter, 2000........                   25,000              $  22.17          115,000               $   2.95
First Six Months, 2001......                   15,000              $  21.53                -                      -
</TABLE>

     Subsequent  to  September  30,  2000 the Company acquired put options  that
placed a $25.00  per Bbl floor  price on 20,000  Bbl per day and a $4.00 per Mcf
floor price on 100,000 Mcf per day during 2001.

                                       9

<PAGE>


                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations

     The  following  discussion  is  intended  to  assist in  understanding  the
Company's financial  position,  results of operations and cash flows for each of
the periods indicated.

     On March 30, 1999,  Ocean Energy,  Inc.  ("Old Ocean") merged with and into
Seagull Energy Corporation  ("Seagull",  "the Merger").  In conjunction with the
Merger,  Seagull  amended its  Articles of  Incorporation  to change its name to
Ocean  Energy,  Inc.  The merger  was  treated  for  accounting  purposes  as an
acquisition of Seagull by Ocean. As such, the financial  results  presented here
include those of Ocean Energy, Inc. on a stand-alone basis for the first quarter
of 1999 and of the combined company thereafter.

     The Company's  accompanying unaudited consolidated financial statements and
the notes thereto and the  consolidated  financial  statements and notes thereto
included in the Annual Report on Form 10-K for the year ended  December 31, 1999
contain detailed  information that should be referred to in conjunction with the
following discussion.

                              Results Of Operations
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                         Three Months Ended                  Nine Months Ended
                                                           September 30,                       September 30,
                                                  ---------------------------------    -------------------------------
                                                      2000               1999              2000              1999
                                                  --------------     --------------    --------------    -------------
<S>                                               <C>                <C>               <C>               <C>
Oil and gas operations:
   Revenues:
     Natural gas............................       $  137,416         $  101,908        $ 337,402         $ 236,914
     Oil and NGL............................          123,673            112,485          406,184           279,379
                                                  --------------     --------------    --------------    -------------
                                                      261,089            214,393          743,586           516,293
                                                  --------------     --------------    --------------    -------------

   Operating expenses.......................           57,330             54,672          172,040           165,278
   Depreciation, depletion and amortization.           75,226             83,323          225,093           227,623
   Impairment of oil and gas properties.....                -                  -                -            28,500
                                                  --------------     --------------    --------------    -------------
   Operating profit ........................          128,533             76,398          346,453            94,892
Corporate...................................           (7,891)            (7,247)         (26,128)          (24,147)
                                                  --------------     --------------    --------------    -------------
   Total operating profit ..................       $  120,642         $   69,151        $ 320,325         $  70,745
                                                  ==============     ==============    ==============    =============
</TABLE>

      With the Merger,  the Company gained new  operations in Egypt,  Russia and
Indonesia  and  expanded  its  operations  in the  U.S.  and Cote  d'Ivoire.  In
addition, the Company sold more than $700 million of non-core assets during 1999
and $86  million  during  the  first  nine  months  of 2000 as part of its  debt
reduction program. The Company's expanded operations,  offset by property sales,
combined with the continued escalation of world crude oil and natural gas prices
which  began  during the second  quarter  of 1999 and has  continued  into 2000,
resulted in a $227 million  increase in revenues during the first nine months of
2000 and a $47 million  increase  for the current  quarter  compared to the same
periods of 1999.  During the first nine  months of 1999,  the  Company  recorded
impairments  of oil and gas  properties in the amount of $28.5  million  related
primarily  to the sale of the  Canadian  subsidiary  on April  15,  1999.  These
factors combined to improve total operating profit by $250 million for the first
nine months of 2000 and by $51 million for the third quarter of 2000 compared to
the same periods of 1999.  For the first  quarter

                                       10
<PAGE>

                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations


of 1999, prior to the Merger,  Seagull on a stand-alone  basis recorded revenues
of $57 million  from its oil and gas  operations  and had  production  of 19,456
barrels of oil per day and 277 MMcf of gas per day.

     Revenues - Natural gas revenues  increased  $100  million,  or 42%, to $337
million for the nine months ended  September 30, 2000, from $237 million for the
nine months ended  September 30, 1999.  Gas revenues  increased $35 million,  or
34%, to $137  million for the third  quarter of 2000 as compared to $102 million
for the third  quarter of 1999.  These  increases  are  primarily  due to higher
average gas prices realized during the period, offset by the effects of property
sales as discussed  below.  The average realized price for natural gas increased
52% to $3.06 per Mcf for the first nine  months of 2000 as compared to $2.01 for
the first nine months of 1999 and  increased  55% to $3.65 per Mcf for the third
quarter of 2000 compared to $2.36 per Mcf for the third  quarter of 1999.  Daily
natural  gas  production  for the  first  nine  months  of 2000  was 403 MMcf as
compared to 431 MMcf per day for the first nine months of 1999. Daily production
decreased  13% from 1999  volumes for the third  quarter of 2000 to 409 MMcf due
primarily to property sales.

     Oil revenues  reached $406 million for the nine months ended  September 30,
2000, an increase of $127 million, or 46%, over revenues of $279 million for the
nine  months  ended  September  30,  1999.  For the third  quarter of 2000,  oil
revenues  increased  $12 million,  or 11%, to $124 million for 2000  compared to
$112 million for the third quarter of 1999. These increases are the result of an
increase  in the average  realized  oil price  during the period,  offset by the
effects of property sales as discussed below. The average realized price for oil
increased 60% to $22.16 for the first nine months of 2000 compared to $13.84 for
the same period in 1999. The average  realized oil price increased to $21.24 for
the third  quarter of 2000  compared  to $15.74  for the third  quarter of 1999.
Daily oil  production  decreased 10%, to 66,887 Bbl for the first nine months of
2000 as  compared  to  73,965  Bbl for the same  period  in 1999.  For the third
quarter of 2000,  daily oil production  decreased 19%, to 63,285 Bbl as compared
to 77,674 Bbl for the third quarter of 1999 primarily due to property sales.

     During  1999 and the  first  quarter  of 2000,  the  Company  sold  various
non-core oil and gas assets as part of its debt reduction program as follows:

<TABLE>
<CAPTION>
                                                                                 Net Daily Production
                                                                                   Nine Months Ended
                                                                                  September 30, 1999
                                                                       ------------------------------------------
                                                                          Oil and NGL                 Gas
                    Asset                           Date of Sale            (Bbl)                    (MMcf)
----------------------------------------------     ----------------    -------------------    -------------------
<S>                                                <C>                 <C>                    <C>

Canadian subsidiary........................          April 1999                    469                   14
Arkoma Basin assets (acquired
    primarily in Merger)...................          August 1999                     -                   56
Gulf of Mexico assets......................          August 1999                 2,212                    6
East Bay assets............................          March 2000                  7,727                   20
                                                                       -------------------    -------------------
Total reduction in daily production
   associated with property sales..........                                     10,408                   96
                                                                       ===================    ===================
</TABLE>

                                       11
<PAGE>


                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations


                                 Operating Data

<TABLE>
<CAPTION>
                                                              Three Months Ended            Nine Months Ended
                                                                September 30,                 September 30,
                                                          ---------------------------   ---------------------------
                                                             2000           1999           2000           1999
                                                          ------------  -------------  -------------  -------------
<S>                                                       <C>           <C>            <C>            <C>
   Net Daily Natural Gas Production (MMcf):
     Domestic.........................................           386           428            368            382
     Cote d'Ivoire....................................            14            34             25             30
     Other International..............................             9             8             10             19
                                                          ------------  -------------  -------------  -------------
     Total............................................           409           470            403            431
                                                          ============  =============  =============  =============

   Average Natural Gas Prices ($ per Mcf)  (1):
     Domestic.........................................      $     4.09    $     2.38     $     3.30     $     2.03
     Cote d'Ivoire....................................      $     2.02    $     1.77     $     2.19     $     1.73
     Other International..............................      $     3.92    $     2.44     $     3.62     $     1.74
     Weighted Average.................................      $     4.01    $     2.34     $     3.24     $     2.00
Average Natural Gas Prices including
   Hedging Activities ($ per Mcf).....................      $     3.65    $     2.36     $     3.06     $     2.01

   Net Daily Oil and NGL Production (Bbl):
     Domestic.........................................         25,206         36,522         27,737         38,340
     Equatorial Guinea................................         21,053         20,774         21,277         19,902
     Cote d'Ivoire....................................          3,433          5,046          4,001          4,839
     Egypt ...........................................          8,837         10,729          9,099          7,447
     Other International..............................          4,756          4,603          4,773          3,437
                                                          ------------  -------------  -------------  -------------
     Total............................................         63,285         77,674         66,887         73,965
                                                          ============  =============  =============  =============

   Average Oil and NGL Prices ($ per Bbl) (1):
     Domestic.........................................      $    26.05    $   18.99      $   25.42      $   15.07
     Equatorial Guinea................................      $    25.75    $   21.69      $   26.46      $   16.11
     Cote d'Ivoire....................................      $    28.53    $   20.24      $   25.23      $   16.56
     Egypt............................................      $    27.60    $   20.06      $   26.97      $   17.70
     Other International..............................      $    22.68    $   12.92      $   19.19      $    9.88
     Weighted Average.................................      $    26.05    $   19.58      $   25.51      $   15.47
Average Oil and NGL Prices including
   Hedging Activities ($ per Bbl).....................      $    21.24    $   15.74      $   22.16      $   13.84

   Wells Drilled:
     Gross............................................           99          103            234            206
     Net..............................................           64           70            133            125
     Success Rate.....................................           79%          74%            79%            78%
</TABLE>

(1)  All price information  excludes the results of hedging  activities,  unless
     otherwise stated.

     Operating Expenses - Total operating expenses increased $7 million,  or 4%,
to $172 million for the nine months ended  September  30, 2000  compared to $165
million for the comparable  1999 period.  Operating  expenses per BOE were $4.68
per BOE for the  first  nine  months of 2000  compared  to $4.15 per BOE for the
comparable 1999 period.  Approximately $0.39, or 74%, of the increase per BOE is
attributable  to  increases  in  production  taxes,  which  relate to the higher
realized  oil and gas  prices.  For the third  quarter of 2000  total  operating
expenses remained

                                       12
<PAGE>
                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations

relatively flat at $57 million compared to $55 million for the
third quarter of 1999,  while operating  expenses per BOE were $4.74 per BOE for
the third  quarter of 2000  compared  to $3.81 per BOE for the third  quarter of
1999.  The  increase in third  quarter  operating  expenses  per BOE is also due
primarily to the increase in production taxes.

     Depreciation,  Depletion  and  Amortization  Expense - Total  depreciation,
depletion and amortization ("DD&A") expense for oil and gas operations decreased
$3 million to $225  million for the nine months  ended  September  30, 2000 from
$228  million  for  the  same  period  in  1999.  DD&A  expense  for oil and gas
operations  decreased  $8 million to $75 million  for the third  quarter of 2000
compared to $83 million for the third quarter of 1999 primarily due to decreased
production during the third quarter of 2000. DD&A expense per BOE related to oil
and gas operations  rose 7% to $6.13 per BOE for the nine months ended September
30, 2000, from $5.72 per BOE for the comparable period in 1999. DD&A per BOE was
$6.22 per BOE for the third quarter of 2000 as compared to $5.81 per BOE for the
third  quarter of 1999.  The higher DD&A expense per BOE for both the first nine
months and the third quarter of 2000 is primarily attributable to the effects of
property sales and the geographic mix of production.

     General and Administrative  Expenses - General and administrative  expenses
increased $3 million to $21 million for the nine months ended September 30, 2000
from $18 million for the comparable 1999 period.  This increase is due primarily
to an increase in expense relating to compensation  plans that are tied directly
to the market price of the Company's common stock.

                                      Other

     Interest Expense - Interest expense  decreased $29 million,  or 33%, to $58
million for the nine  months  ended  September  30, 2000 from $87 million in the
comparable 1999 period. Interest expense for the third quarter of 2000 decreased
$10 million to $20 million from $30 million for 1999, also a 33% decrease. These
substantial  decreases are the result of the Company's  debt  reduction  program
undertaken subsequent to the Merger in 1999 and to the increase in the amount of
interest  capitalized  during the first nine months of 2000 ($34 million in 2000
as  opposed to $28  million  in 1999) and during the third  quarter of 2000 ($11
million in 2000 as opposed  to $8  million in 1999) due to the  increase  in the
level of capital expenditures.

     Merger and Integration  Costs - Merger and integration  costs of $3 million
relating  primarily to severance costs were recorded in the first nine months of
2000.  Costs of $44 million  were  recorded in the first nine months of 1999 and
consisted primarily of Old Ocean's severance costs ($24 million),  the write-off
of certain  costs  relating to Old Ocean's  information  technology  system ($14
million)  and  compensation  expense  related  to the  vesting  of  Old  Ocean's
restricted stock ($6 million).

    Income Tax  Expense  (Benefit)  - Income tax  expense of $115  million  was
recognized  for the nine months ended  September  30, 2000 compared to an income
tax benefit of $9 million for the nine months ended  September  30,  1999.  This
change is primarily the result of three factors: (i)

                                       13
<PAGE>
                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations



significant  improvement  in  operating  results;  (ii) changes in the nature of
deferred tax assets and liabilities due to asset sales and prepaid crude oil and
natural  gas  sales;  and  (iii)  the  relative  significance  of  international
operating results and taxes to the Company's total results.

                         Liquidity And Capital Resources

     Liquidity - As a result of the Merger, the Company had nearly $2 billion in
long-term  debt as of March 31,  1999.  One of  management's  goals has been the
reduction of these high debt levels,  leading to a debt to total  capitalization
ratio of 54% by the end of 2000.  With a debt to total  capitalization  ratio of
49% at  September  30,  2000,  the Company  exceeded its target ratio of 54% and
expects continued  improvement through year-end.  The improvement in the debt to
total  capialization  ratio was achieved and long-term  debt was reduced to $1.1
billion at  September  30,  2000 with cash  flows  attributable to asset  sales,
prepaid  oil and gas sales,  higher  commodity  prices and  disciplined  capital
spending.

     Concurrent  with the closing of the Merger on March 30,  1999,  the Company
entered credit facilities (the "Credit Facilities"), which combined the existing
credit  facilities of both Old Ocean and Seagull.  As of September 30, 2000, the
Credit Facilities  consist of a $500 million five-year  revolving facility and a
renewable $200 million 364-day facility. The Credit Facilities bear interest, at
the Company's  option,  at LIBOR or prime rates plus applicable  margins ranging
from zero to 1.7% or at a  competitive  bid. Due to the  substantial  repayments
made during the third quarter of 2000, borrowings outstanding against the Credit
Facilities  have been  reduced from $225 million at June 30, 2000 to $40 million
at September  30, 2000.  Letters of Credit  totaled $45 million at September 30,
2000, leaving $615 million of available credit.

                              Capital Expenditures
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                 Three Months Ended                     Nine Months Ended
                                                   September 30,                           September 30,
                                          ---------------------------------     -----------------------------------
                                              2000               1999                2000                1999
                                          --------------     --------------     ---------------     ---------------
<S>                                       <C>                <C>                <C>                 <C>
Oil and Gas Operations:
  Leasehold acquisitions...............     $  16,420          $   4,336          $  45,418           $ 16,907
  Exploration costs...................         49,432             34,375            133,407             84,220
  Development costs...................         94,028             42,913            226,292            119,126
                                          --------------     --------------     ---------------     ---------------
                                              159,880             81,624            405,117            220,253
Corporate.............................          2,121              6,270              8,232             11,723
                                          --------------     --------------     ---------------     ---------------
Total Continuing Operations...........        162,001             87,894            413,349            231,976
   Discontinued Operations............              -              2,869                  -              5,040
                                          --------------     --------------     ---------------     ---------------
Total Capital Expenditures............      $ 162,001          $  90,763          $ 413,349           $237,016
                                          ==============     ==============     ===============     ===============
</TABLE>


     During the first nine months of 2000 the Company  drilled 234 gross  wells,
133 net wells,  with a success rate of 79%. During the third quarter of 2000 the
Company drilled 99 gross wells, 64 net wells, also with a success rate of 79%.


                                       14
<PAGE>
                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations


     During the second quarter,  the Company's Board of Directors approved a $50
million  increase  to the  Company's  capital  expenditure  budget  for  2000 to
approximately  $550 million  (excluding  proved property  acquisitions).  Actual
capital spending may vary from the capital  expenditure budget. The Company will
evaluate its level of capital  spending  throughout the year based upon drilling
results, commodity prices, cash flows from operations and property acquisitions.

     The  Company  makes,  and  will  continue  to  make,   substantial  capital
expenditures  for the  acquisition,  exploration,  development,  production  and
abandonment  of its oil and natural gas reserves.  The Company has  historically
funded  its  expenditures  from  cash  flows  from  operating  activities,  bank
borrowings,  sales of equity and debt securities, sales of non-strategic oil and
natural gas properties,  sales of partial  interests in exploration  concessions
and project finance  borrowings.  The Company intends to finance  remaining 2000
capital expenditures primarily with funds provided by operations.

Accounting Pronouncements

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments  and Hedging  Activities  ("SFAS 133"),  and in June 2000,  the FASB
issued SFAS No. 138,  Accounting for Certain Derivative  Instruments and Certain
Hedging  Activities,  an amendment of FASB Statement No. 133.  These  statements
establish standards of accounting for and disclosures of derivative  instruments
and hedging  activities and are effective for fiscal years  beginning after June
15, 2000. The Company will adopt SFAS 133 effective  January 1, 2001. See Note 1
to the  Company's  Consolidated  Financial  Statements  for a discussion  of the
expected impact of SFAS 133 on the Company's  financial  position and results of
operations.

Environmental

     Compliance  with  applicable  environmental  and safety  regulations by the
Company has not required any  significant  capital  expenditures  or  materially
affected  its business or earnings.  The Company  believes it is in  substantial
compliance with  environmental  and safety  regulations and foresees no material
expenditures in the future; however, the Company is unable to predict the impact
that  compliance  with  future  regulations  may have on  capital  expenditures,
earnings and competitive position.

Defined Terms

     Natural  gas is stated  herein in  thousand  cubic feet  ("Mcf") or million
cubic feet ("MMcf").  Oil, condensate and natural gas liquids ("NGL") are stated
in barrels  ("Bbl).  Oil,  condensate and NGL are converted to gas at a ratio of
one barrel of liquids per six Mcf of gas, based on relative energy content.  BOE
represents  one barrel of oil  equivalent  with six Mcf of gas  converted to one
barrel of liquid.
                                       15
<PAGE>

                               Ocean Energy, Inc.
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        Of Operations

Forward-Looking Statements May Prove Inaccurate

     This document  includes  forward-looking  statements  within the meaning of
Section  27A of  the  Securities  Act of  1933,  Section  21E of the  Securities
Exchange Act of 1934 and the Private  Securities  Litigation Reform Act of 1995.
All  statements  other than  statements  of  historical  fact  included  in this
document,  including,  without  limitation,  statements  regarding the financial
position,  business strategy,  production and reserve growth and other plans and
objectives  for  the  future  operations  of  the  Company  are  forward-looking
statements.

     Although the Company  believes  that such  forward-looking  statements  are
based on reasonable assumptions,  it can give no assurance that its expectations
will in fact  occur.  Important  factors  could cause  actual  results to differ
materially  from  those  in  the  forward-looking  statements.   Forward-looking
statements  are  subject  to risks and  uncertainties  and  include  information
concerning general economic conditions and possible or assumed future results of
operations  of the Company,  estimates of oil and gas  production  and reserves,
drilling  plans,  future  cash  flows,  anticipated  capital  expenditures,  the
Company's   realization  of  its  deferred  tax  assets,  the  level  of  future
expenditures for  environmental  costs, and management's  strategies,  plans and
objectives as set forth herein.

     When used in this document, the words "believes," "expects," "anticipates,"
"intends" or similar  expressions are intended to identify such  forward-looking
statements.  The following  important  factors,  in addition to those  discussed
elsewhere  in this  document  could  affect  the  future  results  of the energy
industry  in general and could cause  those  results to differ  materially  from
those expressed in such forward-looking statements:

-    Risks incident to the drilling and operation of oil and gas wells;

-    Future production and development costs;

-    The  effect of  existing  and future  laws and  regulatory  actions;

-    The political and economic  climate in the foreign  jurisdictions  in which
     the Company conducts oil and gas operations;

-    The  effect  of  changes  in  commodity  prices,   hedging  activities  and
     conditions in the capital markets;

-    Competition  from  others  in  the  energy  industry;   and

-    Effects of implementation of SFAS 133 on the Company's  financial  position
     and results of operations.

Item 3.       Quantitative and Qualitative Disclosures About Market Risks.

     To mitigate a portion of its exposure to fluctuations in commodity  prices,
the Company has entered into various  derivative  financial  instruments for its
oil and natural gas  production for the remainder of 2000 and for 2001. See Note
4 to the Company's Consolidated Financial

                                       16
<PAGE>
                               Ocean Energy, Inc.

Statements for a discussion of hedging  activities  during the first nine months
of  2000.  To  calculate  the  potential  effect  of  the  derivative  financial
instruments on revenues, the Company applies the average NYMEX oil and gas strip
prices for the  remainder of 2000 and for 2001 to the quantity of the  Company's
oil and gas  production  hedged as of September 30, 2000.  The  following  table
shows the estimated potential effect of the derivative financial  instruments on
revenues for the periods for which the hedges are in effect (in thousands):

<TABLE>
<CAPTION>
                                       Estimated Increase           Estimated Increase          Estimated Increase
                                     (Decrease) in Revenues       (Decrease) in Revenues      (Decrease) in Revenues
                                            at Current             with 10% Decrease in        with 10% Increase in
             Period                           Prices                       Prices                      Prices
---------------------------------    ------------------------    -------------------------    ------------------------
<S>                                  <C>                         <C>                          <C>
Fourth Quarter, 2000.........              $     (45,000)            $     (32,000)               $     (57,000)
Year 2001....................                    (23,000)                  (15,000)                     (31,000)
</TABLE>

                           Part II. Other Information

Item 4.       Submission of Matters to a Vote of Security Holders

     None during the third quarter of 2000.

Item 6.       Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>

(a)  Exhibits:
<S>                <C>

 *#10.1            First Amendment to Ocean Energy, Inc. Supplemental Benefit Plan dated September 29, 2000.

 *#10.2            Ocean Energy, Inc. Excess Benefit Plan dated September 29, 2000.

 *#10.3            First Amendment to Executive  Supplemental  Retirement Plan Membership  Agreement by and between the
                   Company and James T. Hackett effective as of June 26, 2000.

 *#10.4            Employment Agreement by and between the Company and John D. Schiller dated July 20, 2000.

 * 27.1            Financial Data Schedule.
</TABLE>

* Filed herewith.
# Identifies management contracts and compensatory plans or arrangements.

                                       17
<PAGE>
                               Ocean Energy, Inc.


(b)      Reports on Form 8-K:

     On October 25, 2000,  the Company filed a Current  Report on Form 8-K dated
     October  25,  2000  containing  the  Company's  revised  estimates  of  its
     operating  statistics  for the fourth  quarter and year ended  December 31,
     2000.  The item reported in such Current  Report was Item 9.  Regulation FD
     Disclosure.

                                  Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          Ocean Energy, Inc.

                               By:        /s/ William L. Transier
                                          William L. Transier
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)

                                Date:      November 2, 2000


                                By:        /s/Gordon L. McConnell
                                           Gordon L. McConnell
                                           Vice President and Controller
                                           (Principal Accounting Officer)

                                 Date:      November 2, 2000


                                       18
<PAGE>
                               Ocean Energy, Inc.

                                EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                <C>

 *#10.1            First Amendment to Ocean Energy, Inc. Supplemental Benefit Plan dated September 29, 2000.

 *#10.2            Ocean Energy, Inc. Excess Benefit Plan dated September 29, 2000.

 *#10.3            First Amendment to Executive  Supplemental  Retirement Plan Membership  Agreement by and between the
                   Company and James T. Hackett effective as of June 26, 2000.

 *#10.4            Employment Agreement by and between the Company and John D. Schiller dated July 20, 2000.

 * 27.1            Financial Data Schedule.
</TABLE>

* Filed herewith.
# Identifies management contracts and compensatory plans or arrangements.

                                       19