FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT,  dated as of February 29,
2000 (the "Amendment"),  is by and among OCEAN ENERGY,  INC. (the "Company"),  a
corporation  duly organized and validly  existing under the laws of the State of
Texas,  each of the  banks  which is or which  may  from  time to time  become a
signatory hereto (individually, a "Bank" and, collectively, the "Banks"), CREDIT
SUISSE FIRST BOSTON,  as  Administrative  Agent,  CREDIT SUISSE FIRST BOSTON, as
Auction  Administrative Agent, BANK OF AMERICA,  N.A., as Syndication Agent, and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Documentation Agent,

                               W I T N E S S E T H

     WHEREAS  the  Company,  the Banks and the Agents  are  parties to a certain
364-Day Credit Agreement, dated as of November 9, 1999 (the "Credit Agreement");
and

     WHEREAS the Company and the Banks desire to amend certain provisions of the
Credit Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  DEFINITIONS.  Unless otherwise  defined herein or the context otherwise
requires,  or except as the definition may be amended by this  Amendment,  terms
used in this  Amendment,  including  its preamble and  recitals,  shall have the
meanings provided in the Credit Agreement, as hereby amended.

     2. AMENDMENTS TO CREDIT AGREEMENT.

     (a) The definition of "Senior  Leverage Ratio"  appearing in Section 1.1 of
the Credit Agreement is deleted in its entirety.

     (b) Section 6.2 of the Credit  Agreement is amended hereby by replacing the
phrase  "to make  Eurodollar  Loans"  with "to make  Eurodollar  Loans  with the
applicable Interest Period".

     (c) Subsection 6.8(c) of the Credit Agreement is amended hereby by deleting
the phrase "if Administrative Agent and each of the other Banks shall consent,".

     (d) Subsection  9.2(a)(ii) of the Credit Agreement is amended hereby in its
entirety to the following:

     " (ii) [Intentionally omitted]."



<PAGE>


      e)  Subsection  9.10(vi) of the Credit Agreement is amended hereby in its
entirety to the following:

     " (vi) any  material  change in the  accuracy  of the  representations  and
warranties of the Company or any  Subsidiary  contained in this Agreement or any
other Loan Document; or".

     (f) Subsection  9.10(viii) of the Credit Agreement is amended hereby in its
entirety to the following:

     " (viii) any tariff and rate cases and other material  reports filed by the
Company  or any of its  Subsidiaries  with any  Governmental  Authority  and any
notice to the Company or any of its Subsidiaries from any Governmental Authority
concerning noncompliance with any applicable material Legal Requirement; or ".

     (g) Subsection  10.1(i)(d)(ii) of the Credit Agreement is amended hereby by
deleting the phrase "not  exceeding,  in the aggregate at any time  outstanding,
$50,000,000".

     (h)  Subsection  10.2(g)  of the  Credit  Agreement  is  amended  hereby by
replacing "$25,000,000" with "$50,000,000".

     (i) Sections 10.7 and 10.8 of the Credit  Agreement  are amended  hereby in
their entirety to the following:

     " 10.7 Total Leverage Ratio. The Company will not permit its Total Leverage
Ratio to be at any time more than 3.75 to 1.00.

     10.8 [Intentionally omitted]."

     (j) Exhibit D of the Credit Agreement is hereby replaced in its entirety by
Exhibit D to this Amendment.

     3. REPRESENTATIONS AND WARRANTIES.

     In order to induce the Banks and the  Agents to enter into this  Amendment,
the Company hereby reaffirms,  as of the date hereof,  its  representations  and
warranties  contained in Section 8 of the Credit Agreement (except to the extent
any such  representation  and warranty  relates  solely to an earlier  date) and
additionally represents and warrants as follows:



<PAGE>

     3.1  Organization.  The Company,  the Guarantor and each  Subsidiary of the
Company are duly organized, legally existing and in good standing under the laws
of the  respective  jurisdictions  in  which  they are  organized,  and are duly
qualified  in all  jurisdictions  wherein  the  property  owned or the  business
transacted  by them makes such  qualification  necessary  and the  failure to so
qualify could reasonably be expected to result in a Material Adverse Effect.

     3.2 Corporate Power and  Authorization.  The Company is duly authorized and
empowered to execute,  deliver,  and perform this  Amendment;  and all corporate
action on the Company's part for the due execution, delivery, and performance of
this Amendment has been duly and effectively taken.

     3.3 No Legal Bar or  Resultant  Lien.  The  Company's  creation,  issuance,
execution,  delivery  and  performance  of this  Amendment  do not and  will not
violate any  provisions  of the  Organizational  Documents of the Company or any
Legal  Requirement to which the Company,  the Guarantor or any Subsidiary of the
Company  is  subject  or by  which  its  property  may  be  presently  bound  or
encumbered,  or  result  in the  creation  or  imposition  of any Lien  upon any
properties of the Company, the Guarantor or any Subsidiary of the Company, other
than those permitted by this Agreement.

     3.4 Binding  Obligations.  This Amendment and the Credit  Agreement and the
other Loan  Documents  constitute  legal,  valid and binding  obligations of the
Company and its  Subsidiaries  and the Guarantor,  to the extent each is a party
thereto, enforceable against the Company and its Subsidiaries and the Guarantor,
to the extent  each is a party  thereto,  in  accordance  with their  respective
terms,  except as may be limited by any  bankruptcy,  insolvency,  moratorium or
other similar laws or judicial decisions  affecting  creditors' rights generally
and general principles of equity whether considered at law or in equity.

     4. EFFECT OF AMENDMENT.

     This Amendment shall be deemed to be an amendment to the Credit  Agreement,
and the Credit Agreement,  as amended hereby,  is hereby ratified,  approved and
confirmed in each and every respect.  All references to the Credit  Agreement in
any other document,  instrument,  agreement or writing shall hereafter be deemed
to refer to the Credit Agreement as amended hereby.

     5. GOVERNING LAW, SEVERABILITY, ETC.

     THIS  AMENDMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE
APPLICABLE  LAWS (OTHER  THAN THE  CONFLICT OF LAWS RULES) OF THE STATE OF TEXAS
AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT. Whenever possible,
each  provision of this  Amendment  shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Amendment
shall be prohibited by or invalid under  applicable law, such provision shall be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.



<PAGE>

     THIS  WRITTEN  AMENDMENT  AND  THE  CREDIT  AGREEMENT  AS  AMENDED  BY THIS
AMENDMENT  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     6. MISCELLANEOUS.

     6.1 Successors and Assigns.  This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

     6.2   Counterparts.   This  Amendment  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

     6.3   Effectiveness.   This  Amendment  shall  become  effective  when  (i)
counterparts hereof executed on behalf of the Company and the Majority Banks (or
notice thereof satisfactory to the Agent) shall have been received by the Agent,
and  (ii) notice  thereof  shall have been given by the Agent to the Company and
each Bank.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first written above.

                   OCEAN ENERGY, INC., a Texas corporation


              By:
            Name:   Stephen A. Thorington
           Title:   Senior Vice President, Finance, Treasury
                      and Corporate Development



<PAGE>

             CREDIT SUISSE FIRST BOSTON, as a Bank and as
              Administrative Agent and Auction Administrative Agent


         By:
       Name:
      Title:


         By:
       Name:
      Title:


            BANK OF AMERICA, N.A., as a Bank and as Syndication Agent


         By:
       Name:
      Title:



<PAGE>

            CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as a
                Bank and as Documentation Agent


         By:
       Name:
      Title:


            THE BANK OF NEW YORK, as a Bank


        By:
      Name:
     Title:


<PAGE>

           THE SANWA BANK, LIMITED, as a Bank


        By:
      Name:
     Title:



            SOUTHWEST BANK OF TEXAS, N.A., as a Bank


        By:
      Name:
     Title:




<PAGE>


                               Exhibit D - Page 2

                                    Exhibit D

                                     Form of

                             Compliance Certificate

     The undersigned,  the  ___________________  of OCEAN ENERGY,  INC., a Texas
corporation (the  "Company"),  hereby certifies that he is authorized to execute
this  certificate  on behalf of the  Company,  pursuant  to the  364-Day  Credit
Agreement (the "Credit  Agreement"),  dated as of November 9, 1999, by and among
the Company,  CREDIT SUISSE FIRST BOSTON, as Administrative  Agent for the Banks
("Administrative  Agent"), CREDIT SUISSE FIRST BOSTON, as Auction Administrative
Agent for the Banks, BANK OF AMERICA,  N.A., as Syndication Agent for the Banks,
and CHASE BANK OF TEXAS,  NATIONAL  ASSOCIATION,  as Documentation Agent for the
Banks, and the Banks therein named, as amended; and that a review of the Company
and  its  Subsidiaries  has  been  made  under  his  supervision  with a view to
determining whether the Company and its Subsidiaries have fulfilled all of their
respective  obligations under the Credit Agreement and the other Loan Documents;
and on behalf of the Company further certifies,  represents and warrants that to
his knowledge,  after due inquiry (each  capitalized term used herein having the
same meaning given to it in the Credit Agreement unless otherwise specified):

As of                                  , ______:

     (a) The  Company  and its  Subsidiaries  have  fulfilled  their  respective
obligations  under the Credit  Agreement  and the other Loan  Documents  as each
applies after giving effect to any amendments,  consents and/or waivers that may
be in effect from time to time.

     (b) Except for the facts heretofore  disclosed to the Administrative  Agent
under the Credit  Agreement in writing,  which facts (I) are not materially more
adverse to the Company and its  Subsidiaries  or any other Obligor,  (II) do not
materially  decrease the ability of any Agent or any of the Banks to collect the
Obligations as and when due and payable and (III) do not materially increase the
liability  of the Agents or any of the  Banks,  in each case  compared  to those
facts  existing on the date hereof and the  material  details of which have been
set forth in the  Financial  Statements  delivered to the  Administrative  Agent
under  the  Credit  Agreement  prior to the  date  hereof  or in the  Disclosure
Statements   provided  for  in  the  Credit   Agreement,   and  except  for  the
representations  set forth in the Loan  Documents  which,  by their  terms,  are
expressly  (or by means of similar  phrasing)  made as of the date of the Credit
Agreement,  only, the  representations and warranties made in each Loan Document
are true and correct in all material  respects on and as of the time of delivery
hereof,  with  the same  force  and  effect  as if made on and as of the time of
delivery hereof.



<PAGE>

     (c) The Financial  Statements  delivered to the Administrative  Agent under
the Credit  Agreement  concurrently  with this Compliance  Certificate have been
prepared in accordance  with GAAP  consistently  followed  throughout the period
indicated  and  fairly  present,  in all  material  respects,  the  consolidated
financial  condition and results of operations of the  applicable  Persons as at
the end of, and for,  the period  indicated  (subject,  in the case of quarterly
Financial Statements, to normal changes resulting from year-end adjustments).

     (d) No  Default  has  occurred  and  is  continuing.  In  this  regard  the
compliance with the provisions of Sections 10.7 and 10.9 of the Credit Agreement
is as follows:

     (i) Section 10.7 of the Credit Agreement - Total Leverage Ratio

         Total Debt               (1)    $__________

         EBITDAX                  (2)    $__________

         Total Leverage Ratio (1)/(2)   ________

     Note: Must be no greater than 3.75 to 1.00.

     (iii) Section 10.9 of the Credit Agreement - Minimum Consolidated Net Worth

          Preferred stock (if any), par value of common stock, capital in excess
          of par value of common stock and retained  earnings of Company and its
          Restricted Subsidiaries (1) $__________

          Less treasury stock (if any),  goodwill,  cost in excess of fair value
          of net  assets  acquired  and  all  other  assets  that  are  properly
          classified  as  intangible   assets  of  Company  and  its  Restricted
          Subsidiaries (2) $__________

          Plus any  expenses  associated  with  the  Merger  occurring  prior to
          December 31, 1999 and not in excess of  $30,000,000  in the aggregate,
          and the  amount  of  noncash  write  downs  of  long-lived  assets  in
          compliance with GAAP or SEC guidelines (3) $__________

          Plus or minus, as appropriate,  any extraordinary or non-recurring net
          gains or losses together with any related  provision for taxes on such
          gain or  loss,  realized  in  connection  with  any  extraordinary  or
          nonrecurring gains or losses (4) $__________

          Plus  or  minus,  as   appropriate,   foreign   currency   translation
          adjustments applicable to Company and its Restricted  Subsidiaries (5)
          $__________


<PAGE>

          Consolidated Net Worth
           [(1) - (2) + (3) +/- (4) +/- (5)] $__________

          Consolidated Net Worth Requirement Initial Amount
           (i) $770,000,000

          Plus  50% of the  sum of  Company's  and its  Restricted  Subsidiaries
          consolidated  net income for each fiscal  quarter  beginning  with the
          calendar quarter ending March 31, 1999 (ii) $__________

          Plus 50% of the net cash  proceeds  received  by the  Company  and its
          Restricted  Subsidiaries  from  the  issuance  of  any  common  stock,
          preferred stock or other equity for each fiscal quarter beginning with
          the calendar quarter ending March 31, 1999. (iii) $__________

          Total CNW Requirement [(i) + (ii) + (iii)]        $__________

          Note:  Consolidated  Net Worth  must be equal to or  greater  than the
          Total CNW Requirement

     (f) There has  occurred no Material  Adverse  Effect  since the date of the
most recent Financial Statements delivered to the Banks.

     (g) The following Letters of Credit are issued and currently outstanding:

                  Issuer:
                  Beneficiary:
                  L/C No.:
                  Amount:
                  Date of Issue:
                  Expiration:

DATED as of ____________________, ____.

               OCEAN ENERGY, INC.


          By:
        Name:
       Title: