---

Securities And Exchange CommissionWashington, D.C. 20549

# Form 10-Q

(Mark One)

XQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE             
            

SECURITIES EXCHANGE ACT OF 1934

For
the Quarter Ended June 30, 2001

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)

Delaware              
             74-1764876(State or other jurisdiction of       
        (I.R.S. Employerincorporation 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 July 30, 2001, 171,254,609 shares of Common Stock, par value $0.10 per share, were
outstanding.

---

Ocean
Energy, Inc.

Index

|                                                                    | Page Number
|------------------------------------------------------------------- | -----------
|Part I. Financial Information                                       |            
|                                                                   
|Item 1. Unaudited Consolidated Financial Statements                 |            
|                                                                   
|Consolidated Statements of Operations for the Three Months and Six  |            
|Months Ended June 30, 2001 and 2000                                 |            
|                                                                   
|Consolidated Balance Sheets  June 30, 2001 and December 31, 2000   |            
|                                                                   
|Consolidated Statements of Cash Flows for the Six Months Ended      |            
|June 30, 2001 and 2000                                              |            
|                                                                   
|Consolidated Statements of Comprehensive Income for the Three       |            
|Months and Six Months Ended June 30, 2001 and 2000                  |            
|                                                                   
|Notes to Consolidated Financial Statements                          |            
|                                                                   
|Item 2. Managements Discussion and Analysis of Financial Condition |            
|and Results of Operations                                           |            
|                                                                   
|Item 3. Quantitative and Qualitative Disclosures about Market Risks |            
|                                                                   
|Part II. Other Information                                          |            
|                                                                   
|Signatures                                                          |            

(i)

---

Item. 1
Unaudited Consolidated Financial Statements

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

|                                                      | Three Months Ended June 30, |  | Six MonthsEnded June 30, |        
|----------------------------------------------------- | --------------------------- |  | ------------------------ | -------
|                                                     
|
|                                                     
|
|Revenues                                              |                             |  | $                        | 355,841
|Costs of Operations:                                  |                             | 
|Operating expenses                                    |                             |  |                          | 78,557 
|Depreciation, depletion and amortization              |                             |  |                          | 93,547 
|General and administrative                            |                             |  |                          | 8,363  
|                                                     
|                                                      |                             |  |                          | 180,467
|                                                     
|Operating Profit                                      |                             |  |                          | 175,374
|Other (Income) Expense:                               |                             | 
|Interest expense                                      |                             |  |                          | 17,182 
|Merger and integration costs                          |                             |  |                          | --     
|Interest income and other                             |                             |  |                          | 1,989  
|                                                     
|Income Before Income Taxes                            |                             |  |                          | 156,203
|Income Tax Expense                                    |                             |  |                          | 72,196 
|                                                     
|Income Before Extraordinary Loss                      |                             |  |                          | 84,007 
|Extraordinary Loss, Net of Income Taxes               |                             |  |                          | 2,600  
|                                                     
|Net Income                                            |                             |  |                          | 81,407 
|Preferred Stock Dividends                             |                             |  |                          | 812    
|                                                     
|Net Income Available to Common Shareholders           |                             |  | $                        | 80,595 
|                                                     
|                                                     
|Basic Earnings Per Common Share:                      |                             | 
|Income Before Extraordinary Loss                      |                             |  | $                        | 0.49   
|Extraordinary Loss, Net of Income Taxes               |                             |  |                          | (0.02  
|                                                     
|Net Income to Common Shareholders                     |                             |  | $                        | 0.47   
|                                                     
|                                                     
|Diluted Earnings Per Common Share:                    |                             | 
|Income Before Extraordinary Loss                      |                             |  | $                        | 0.47   
|Extraordinary Loss, Net of Income Taxes               |                             |  |                          | (0.01  
|                                                     
|Net Income                                            |                             |  | $                        | 0.46   
|                                                     
|                                                     
|Cash Dividends Declared Per Common Share              |                             |  | $                        | 0.04   
|                                                     
|Weighted Average Number of Common Shares Outstanding: |                             | 
|Basic                                                 |                             |  |                          | 169,853
|                                                     
|Diluted                                               |                             |  |                          | 178,012
|                                                     

See accompanying Notes to Consolidated Financial Statements.

1

---

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

|                                                                                              | June 30, 2001 |  | December 31, 2000
|--------------------------------------------------------------------------------------------- | ------------- |  | -----------------
|                                                                                             
|
|
|Current Assets:                                                                               |               |  |                  
|Cash and cash equivalents                                                                     |               |  | $                
|Accounts receivable, net                                                                      |               |  |                  
|Other current assets                                                                          |               |  |                  
|                                                                                             
|Total Current Assets                                                                          |               |  |                  
|Property, Plant and Equipment, at cost, full cost method for oil and gas properties:          |               | 
|Evaluated oil and gas properties                                                              |               |  |                  
|Unevaluated oil and gas properties excluded from amortization                                 |               |  |                  
|Other                                                                                         |               |  |                  
|                                                                                             
|                                                                                              |               |  |                  
|Accumulated Depreciation, Depletion and Amortization                                          |               |  |                  
|                                                                                             
|                                                                                              |               |  |                  
|                                                                                             
|Deferred Income Taxes                                                                         |               |  |                  
|Other Assets                                                                                  |               |  |                  
|                                                                                             
|Total Assets                                                                                  |               |  | $                
|                                                                                             
|                                                                                             
|Liabilities And Shareholders Equity                                                          |               | 
|Current Liabilities:                                                                          |               | 
|Accounts and notes payable                                                                    |               |  | $                
|Accrued liabilities                                                                           |               |  |                  
|                                                                                             
|Total Current Liabilities                                                                     |               |  |                  
|                                                                                             
|Long-Term Debt                                                                                |               |  |                  
|Deferred Revenue                                                                              |               |  |                  
|Deferred Income Taxes                                                                         |               |  |                  
|Other Noncurrent Liabilities                                                                  |               |  |                  
|Commitments and Contingencies                                                                 |               |  |                  
|                                                                                             
|Shareholders Equity:                                                                        
|Preferred stock, $1.00 par value; authorized 10,000,000 shares;                               |               | 
|issued 50,000 shares                                                                          |               |  |                  
|Common stock, $.10 par value; authorized 520,000,000 and                                     
|230,000,000 shares,respectively; issued 173,512,640 and      170,069,114 shares, respectively |               |  |                  
|Additional paid-in capital                                                                    |               |  |                  
|Accumulated deficit                                                                           |               |  |                  
|Less - treasury stock, at cost; 2,638,640 and 2,754,566 shares,     respectively              |               |  |                  
|Accumulated other comprehensive income                                                        |               |  |                  
|Other                                                                                         |               |  |                  
|                                                                                             
|Total Shareholders Equity                                                                    |               |  |                  
|                                                                                             
|Total Liabilities and Shareholders Equity                                                    |               |  | $                
|                                                                                             

See accompanying Notes to Consolidated Financial Statements.

2

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

|                                                                  | Six Months EndedJune 30, | 
|----------------------------------------------------------------- | ------------------------ | 
|                                                                 
|
|                                                                 
|Operating Activities:                                             |                          | 
|Net income                                                        |                          | 
|Adjustments to reconcile net income to net cash                   |                          | 
|provided by operating activities:                                 |                          | 
|Depreciation, depletion and amortization                          |                          | 
|Deferred income taxes                                             |                          | 
|Extraordinary loss, net of taxes                                  |                          | 
|Other                                                             |                          | 
|Changes in operating assets and liabilities, net of acquisitions: |                          | 
|Decrease (increase) in accounts receivable                        |                          | 
|Decrease (increase) in inventories, prepaid expenses and other    |                          | 
|Decrease in accounts and notes payable                            |                          | 
|Amortization of deferred revenue                                  |                          | 
|Increase in accrued expenses and other                            |                          | 
|                                                                 
|Net Cash Provided by Operating Activities                         |                          | 
|                                                                 
|Investing Activities:                                             |                          | 
|Capital expenditures                                              |                          | 
|Acquisition costs, net of cash acquired                           |                          | 
|Proceeds from sales of property, plant and equipment              |                          | 
|                                                                 
|Net Cash Used in Investing Activities                             |                          | 
|                                                                 
|Financing Activities:                                             |                          | 
|Proceeds from borrowings                                          |                          | 
|Principal payments on borrowings                                  |                          | 
|Proceeds from exercise of common stock options                    |                          | 
|Dividends paid                                                    |                          | 
|Premiums paid on debt buy back                                    |                          | 
|Purchase of treasury stock                                        |                          | 
|Other                                                             |                          | 
|                                                                 
|Net Cash Provided by (Used in) Financing Activities               |                          | 
|                                                                 
|Increase in Cash and Cash Equivalents                             |                          | 
|Cash and Cash Equivalents at Beginning of Period                  |                          | 
|                                                                 
|Cash and Cash Equivalents at End of Period                        |                          | 
|                                                                 

See accompanying Notes to Consolidated Financial Statements.

3

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

|                                                             | Three Months Ended June 30, |  | Six MonthsEnded June 30, |       
|------------------------------------------------------------ | --------------------------- |  | ------------------------ | ------
|
|                                                            
|
|Net income                                                   |                             |  | $                        | 81,407
|Other comprehensive income (loss), net of tax:               |                             | 
|Cumulative effect of accounting change for                   |                             | 
|derivative financial instruments                             |                             |  |                          | --    
|Net change in fair value of derivative financial instruments |                             |  |                          | 11,561
|Financial derivative settlements taken to income             |                             |  |                          | 3,496 
|Other                                                        |                             |  |                          | 113   
|                                                            
|                                                             |                             |  |                          | 15,170
|                                                            
|Comprehensive income                                         |                             |  | $                        | 96,577
|                                                            

See accompanying Notes to Consolidated Financial Statements.

4

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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 Delaware 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.

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, 2000.

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 June 30, 2001 and 2000, the Company capitalized interest expense in
the amount of $10 million and $11 million, respectively, and certain employee-related
costs in the amount of $15 million and $11 million, respectively. For the six months
ended June 30, 2001 and 2000, the Company capitalized interest expense in the amount of
$20 million and $23 million, respectively, and certain employee-related costs in the
amount of $29 million and $21 million, respectively.

Revenue
Recognition Revenues associated with sales of crude oil and natural gas are
recorded when delivery to the customer has occurred (i.e. when production has been
delivered to the pipeline or a tanker lifting has occurred). Oil and gas sales revenues
from properties in which the Company has an interest with other producers are recognized
following the entitlements method of accounting for production, in which any excess
amount received above the Companys share is treated as a liability. If less than
the Companys entitlement is received, the underproduction is recorded as an asset.

Earnings Per Share  The following table provides a reconciliation between basic and diluted
earnings per share:

|                                  |  |  | Weighted
|--------------------------------- |  |  | --------
|
|
|                                 
|
|
|Three Months Ended June 30, 2001: |  |  |         
|Basic                             |  |  | $       
|Effect of dilutive securities:    |  | 
|Stock options                     |  |  |         
|Convertible preferred stock       |  |  |         
|                                 
|Diluted                           |  |  | $       
|                                 
|                                  |  | 

5

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

|                                  |  |  | Weighted
|--------------------------------- |  |  | --------
|
|
|                                 
|
|
|Three Months Ended June 30, 2000: |  |  |         
|Basic                             |  |  | $       
|Effect of dilutive securities:    |  | 
|Stock options                     |  |  |         
|Convertible preferred stock       |  |  |         
|                                 
|Diluted                           |  |  | $       
|                                 
|Six Months Ended June 30, 2001:   |  | 
|Basic                             |  |  | $       
|Effect of dilutive securities:    |  | 
|Stock options                     |  |  |         
|Convertible preferred stock       |  |  |         
|                                 
|Diluted                           |  |  | $       
|                                 
|Six Months Ended June 30, 2000:   |  | 
|Basic                             |  |  | $       
|Effect of dilutive securities:    |  | 
|Stock options                     |  |  |         
|Convertible preferred stock       |  |  |         
|                                 
|Diluted                           |  |  | $       
|                                 
|                                  |  | 

Weighted
average options to purchase 4.7 million shares of common stock at $18.37 to $36.54 per
share were outstanding for both the first three months and first six months of 2001, and
weighted average options to purchase 6.9 million shares of common stock at $14.88 to
$36.54 per share and 7.7 million shares of common stock at $12.19 to $36.54 per share
were outstanding during the first three months and first six months 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 2011.

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

Change
in Accounting Method  Effective January 1, 2001, the Company adopted Statement
of Financial Accounting Standards No. 133 (SFAS 133), Accounting for
Derivative Instruments and Hedging Activities.This statement establishes accounting
and reporting standards requiring that derivative instruments (including certain
derivative instruments embedded in other contracts) be recorded at fair market value and
included in the balance sheet as assets or liabilities. The accounting for changes in the
fair value of a derivative instrument depends on the intended use of the derivative and
the resulting designation, which is established at the inception of a derivative. Special
accounting for qualifying hedges allows a derivatives gains and losses to offset
related results on the hedged item in the statement of operations. For derivative
instruments designated as cash flow hedges, changes in fair value, to the extent the

6

---

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

hedge
is effective, are recognized in other comprehensive income until the hedged item is
recognized in earnings. Hedge effectiveness is measured quarterly based on the
relative changes in fair value between the derivative contract and the hedged item over
time. Any change in fair value resulting from ineffectiveness, as defined by SFAS 133, is
recognized immediately in earnings.

Adoption
of SFAS 133 at January 1, 2001 resulted in the recognition of $1 million of additional
derivative assets included in other current assets and $23 million of derivative
liabilities, $11 million of which were included in current liabilities and $12 million of
which were included in other noncurrent liabilities in the Companys Consolidated
Balance Sheet, and $14 million, net of taxes, of deferred hedging expense, included in
accumulated other comprehensive income as the effect of the change in accounting
principle. The cumulative effect of the accounting change did not have a material effect
on the Companys net income and had no effect on earnings per share amounts. Amounts
were determined as of January 1, 2001 based on quoted market values, the Companys
portfolio of derivative instruments, and the Companys measurement of hedge
effectiveness. Through December 31, 2000, gains and losses from these financial
instruments were recognized in revenues during the periods to which the derivative
financial instruments related.

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 gas production to achieve
a more predictable cash flow by reducing its exposure to price fluctuations. These
transactions generally are swaps, collars or options 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 crude oil and natural gas. Certain of these derivative financial instruments
have been designated and have qualified as cash flow hedges. The Company utilizes
additional financial instruments which have not been designated as
cash flow hedges even though they do protect the Company from changes in commodity
prices. These instruments are marked to market quarterly with the resulting changes in
fair value recorded in revenues.

Reclassification
of Transportation Expense As a result of the consensus on Emerging Issues Task
Force Issue 00-10, Accounting for Shipping and Handling Fees and Costs, the
Company reclassified prior periods to reflect transportation expenses incurred as
operating expenses, instead of a deduction from revenues as previously recorded. While
this reclassification had no effect on net income, it did increase revenues and operating
expenses by $11 million and $5 million for the first six months and second quarter of
2000, respectively. Transportation expense totaled $13 million and $7 million for the
first six months and second quarter of 2001, respectively.

Accounting Pronouncements In July 2001, the Financial Accounting Standards Board
issued new pronouncements: Statement 141, Business Combinations, Statement 142, Goodwill
and Other Intangible Assets,and Statement 143, Accounting for Asset Retirement
Obligations.

7

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

Statement
141, which requires the purchase method of accounting for all business combinations,
applies to all business combinations initiated after June 30, 2001 and to all business
combinations accounted for by the purchase method that are completed after June 30, 2001.
Statement 142 requires that goodwill as well as other intangible assets be tested
annually for impairment and is effective for fiscal years beginning after December 15,
2001. Statement 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related long-lived asset. Statement 143 is
effective for fiscal years beginning after June 15, 2002. Statements 141 and 142 will not apply to the
Company unless it enters into a future business combination. The Company is currently
assessing the impact of Statement 143 on its financial condition and results of
operations.

Note 2. Acquisition and Disposition of Assets

Acquisition of Texoil, Inc.  During March 2001, the Company acquired Texoil, Inc. (Texoil)
for a cash purchase price of approximately $115 million before assumed bank debt of $15
million. Texoil was an independent oil and gas company engaged in the acquisition of oil
and gas reserves through a program, which included purchases of reserves, development and
exploration activities in Texas and Louisiana.

Acquisition of Texas and Louisiana Assets  During April 2001, the Company acquired certain
oil and gas assets located primarily in East Texas and North Louisiana for a purchase
price of approximately $118 million.

Disposition of Oil and Gas Assets  On March 31, 2000, the Company completed the sale of its
East Bay Complex receiving net proceeds of approximately $78 million. The East Bay
Complex contributed revenues of $23 million and operating profit of $10 million for the
three months ended March 31, 2000. The proceeds were used to repay amounts outstanding
under the Companys existing credit facility.

Note 3.
Supplemental Disclosures of Cash Flow Information

Supplemental
disclosures of cash flow information are as follows:

|                                 | Six Months Ended June 30, | 
|-------------------------------- | ------------------------- | 
|                                
|
|                                
|
|
|
|Cash paid during the period for: |                           | 
|Interest                         |                           | 
|Income taxes                     |                           | 

8

---

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

Note 4.
Financial Instruments

As
of June 30, 2001, the Company has in place put options that place an annual floor price
of $25.00 per Bbl on 20 MBbl of crude oil per day and annual floor prices of $4.00 and $5.00
per Mcf each on 100 MMcf of natural gas per day for the remainder of 2001. The Company
has also entered into two crude oil basis swap contracts to fix the sales price
differential between WTI and Brent. The contracts, which extend through May 2002 and
relate to 10,000 barrels per day each, provide that the Company receives a net settlement of WTI less Brent less $1.29.

In
addition, a related trust has a swap agreement covering 14,500 Mcf of gas per day at a
price of $4.77 per Mcf for the remainder of 2001 and covering various amounts at various
prices through 2005. Although the Company is not a party to this financial instrument,
under SFAS 133 the Company is required to account for this swap as an embedded derivative
financial instrument.

As
discussed in Note 1, the Company began accounting for qualifying derivative instruments as cash flow hedges in accordance with SFAS 133. As a result, changes in
the fair value of these cash flow hedges are recognized in other comprehensive income
until the hedged item is recognized in earnings, and any change in fair value resulting
from ineffectiveness is recognized immediately in earnings.

The
change in fair value of derivative financial instruments, currently designated as cash flow hedges, included in revenues
comprises the following:

|                                                        | Three Months Ended |  | Six Months Ended
|------------------------------------------------------- | ------------------ |  | ----------------
|
|                                                       
|
|
|
|Financial derivative settlements transferred from       |                    |  |                 
|other comprehensive income                              |                    |  | $               
|Change in time and intrinsic value of put options       |                    |  |                 
|Ineffective portion of derivative financial instruments |                    | 
|qualifying as cash flow hedges                          |                    |  |                 
|                                                       
|                                                        |                    | 
|                                                        |                    | 
|                                                        |                    |  | $               
|                                                       

The
related results of other derivative financial instruments not designated as cash flow hedges included as a reduction in revenues totaled
approximately $2 million for the three months and six months ended June 30, 2001.

As
of June 30, 2001, the Company expects to transfer approximately $1.5 million of the initial
transition adjustment recorded in accumulated other comprehensive income to reduce earnings during the remainder of 2001. The Company expects to
transfer approximately $6

9

---

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

million of net deferred gains in accumulated other
comprehensive income as of June 30, 2001 to earnings during the next twelve months when
the forecasted transactions actually
occur. All forecasted transactions currently being hedged are expected to occur by
December 2005.

Note 5. Debt
Repurchase

During
the second quarter of 2001, the Company repurchased on the open market approximately $22
million of its 8.375% senior subordinated notes due July 2008 and $25 million of its
8.875% senior subordinated notes due July 2007. In connection with the repurchase, the
Company recorded an after-tax extraordinary loss of approximately $2.6 million, or
($0.01) per diluted share. The extraordinary loss included a current tax
benefit of approximately $1.4 million. The repurchase of these notes was funded with
available cash balances and borrowings under the Companys existing credit facility.

10

---

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.

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, 2000 contain detailed
information that should be referred to in conjunction with the following discussion.

Results Of
Operations(Amounts in Thousands)

|                                         | Three Months Ended June 30, |  | Six Months Ended June 30,
|---------------------------------------- | --------------------------- |  | -------------------------
|
|                                        
|
|
|
|Oil and gas operations:                  |                             |  |                          
|Revenues:                                |                             | 
|Natural gas                              |                             |  | $                        
|Oil and NGL                              |                             |  |                          
|                                        
|                                         |                             |  |                          
|                                        
|Operating expenses                       |                             |  |                          
|Depreciation, depletion and amortization |                             |  |                          
|                                        
|Operating profit                         |                             |  |                          
|Corporate                                |                             |  |                          
|                                        
|Total operating profit                   |                             |  | $                        
|                                        
|                                         |                             | 

Following
the 22% increase in daily equivalent production over the second quarter of 2000 and
higher realized natural gas prices, revenues increased 47% and operating profit increased
76% for the second quarter of 2001 as compared to the second quarter of 2000. Average
daily production for the quarter was 157,000 barrels of oil equivalent, 10% higher than
the first quarter of 2001. For the first six months of 2001, revenues increased 54% and
operating profit more than doubled as compared to the same period in 2000.

Revenues
 Natural gas revenues increased $261 million, or 124%, to $471 million for the
six months ended June 30, 2001, from $210 million for the six months ended June 30, 2000.
Gas revenues increased $87 million, or 78%, to $199 million for the second quarter of
2001 as compared to $112 million for the second quarter of 2000. These increases are due
to higher average gas prices realized during the period as well as increases in
production. The average realized price for natural gas excluding the effects of financial
derivatives increased 93% to $5.75 per Mcf for the first six months of 2001 as compared to
$2.98 for the first six months of 2000 and increased 32% to $4.53 for the second quarter
of 2001 compared to $3.44 for the second quarter of 2000. Daily natural gas production
for the first six months of 2001 was 451 MMcf as compared to 400 MMcf per day for the
first six months of 2000. Daily production for the second quarter of 2001 totaled 472
MMcf, an increase of 24% from second quarter of 2000 volumes and 10% from first quarter
of 2001. The increases were due primarily to production from exploitation in the
Gulf of Mexico.

11

---

Ocean
Energy, Inc.

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

Oil
revenues totaled $288 million for the six months ended June 30, 2001, as compared to
revenues of $283 million for the six months ended June 30, 2000. For the second quarter
of 2001, oil revenues increased $27 million, or 21%, to $157 million compared to
$130 million for the second quarter of 2000. These increases are primarily the result of
increases in production. The average realized price for oil excluding the effects of
financial derivatives decreased 7% to $23.64 for the first six months of 2001 compared to
$25.32 for the same period in 2000. The average realized oil price decreased to $23.76
for the second quarter of 2001 compared to $24.99 for the second quarter of 2000. Daily
oil production increased 9% to 75 MBbl for the first six months of 2001 as compared to 69
MBbl for the same period in 2000. For the second quarter of 2001, daily oil production
was 78 MBbl, an increase of 22% from the second quarter of 2000 and 10% from the first
quarter of 2001. These increases were primarily related to increased production in Equatorial Guinea.

Outlook
 During late 2000 and early 2001, natural gas prices reached extraordinarily
high levels. While lagging behind natural gas phenomenal rise, crude prices
were also strong throughout this period. In the last few months, commodity prices have
begun to decrease. Natural gas prices in particular, although remaining above the
comparable period last year, have decreased considerably from the first quarter as the
effects of such factors as the economic slowdown, increasing gas inventory levels, and
cooler than anticipated summer weather are felt. As operating profits and discretionary
cash flow follow changes in commodity prices, such changes are watched closely by
management. 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.

Reclassification
of Transportation Expense  The Company has reclassified the 2000 financial
statements to reflect transportation expenses incurred as operating expenses, instead of
as a deduction from revenues as previously recorded. While this reclassification had no
effect on net income, it did increase revenues and operating expenses by $11 million and
$5 million for the first six months and second quarter of 2000, respectively.
Transportation expense totaled $13 million and $7 million for the first six months and
second quarter of 2001, respectively.

12

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Ocean
Energy, Inc.

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

Operating
Data

|                                                | Three Months Ended June 30, |  | Six Months Ended June 30, |     
|----------------------------------------------- | --------------------------- |  | ------------------------- | ----
|                                               
|
|                                               
|
|Net Daily Natural Gas Production (MMcf):        |                             |  |                           |     
|Domestic                                        |                             |  |                           | 444 
|Cote d'Ivoire                                   |                             |  |                           | 21  
|Other International                             |                             |  |                           | 7   
|                                               
|Total                                           |                             |  |                           | 472 
|                                               
|Average Natural Gas Prices ($ per Mcf):         |                             | 
|Domestic                                        |                             |  |                           | $4.6
|Cote d'Ivoire                                   |                             |  |                           | $2.4
|Other International                             |                             |  |                           | $4.6
|Weighted Average                                |                             |  |                           | $4.5
|Average Natural Gas Prices Including the Impact |                             | 
|of Financial Derivatives ($ per Mcf)            |                             |  |                           | $4.6
|                                               
|Net Daily Oil and NGL Production (MBbl):        |                             | 
|Domestic                                        |                             |  |                           | 28  
|Equatorial Guinea                               |                             |  |                           | 32  
|Cote d'Ivoire                                   |                             |  |                           | 4   
|Egypt                                           |                             |  |                           | 9   
|Other International                             |                             |  |                           | 5   
|                                               
|Total                                           |                             |  |                           | 78  
|                                               
|Average Oil and NGL Prices ($ per Bbl):         |                             | 
|Domestic                                        |                             |  |                           | $23.
|Equatorial Guinea                               |                             |  |                           | $24.
|Cote d'Ivoire                                   |                             |  |                           | $24.
|Egypt                                           |                             |  |                           | $25.
|Other International                             |                             |  |                           | $17.
|Weighted Average                                |                             |  |                           | $23.
|Average Oil and NGL Prices Including the Impact |                             | 
|of Financial Derivatives ($ per Bbl)            |                             |  |                           | $21.
|                                               
|Wells Drilled:                                  |                             | 
|Gross                                           |                             |  |                           | 64  
|Net                                             |                             |  |                           | 32  
|Success Rate                                    |                             |  |                           | 83  
|                                                |                             | 

All price
information excludes the impact of financial derivatives, unless otherwise stated.

Operating
Expenses  Total operating expenses increased $28 million, or 22%, to $153
million for the six months ended June 30, 2001 compared to $125 million for the
comparable 2000 period. For the second quarter of 2001, total operating expenses increased
$16 million, or 25%, to $79 million compared to $63 million for the second quarter of
2000. The increase in operating expenses is attributable primarily to increases in
production taxes and to additional lease operating expense incurred as a result of
increases in production. Operating expenses per

13

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Ocean
Energy, Inc.

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

BOE
were $5.63 per BOE for the first six months of 2001 compared to $5.10 per BOE for the
comparable 2000 period and $5.50 per BOE for the second quarter of 2001 compared to $5.43
per BOE for the second quarter of 2000. The increase in operating expenses per BOE is
attributable primarily to increases in production taxes.

Depreciation,
Depletion and Amortization Expense  Total depreciation, depletion and
amortization (DD&A) expense for oil and gas operations increased $22 million to $172
million for the six months ended June 30, 2001 from $150 million for the same period in
2000. DD&A expense for oil and gas operations increased $21 million to $92 million
for the second quarter of 2001 compared to $71 million for the second quarter of 2000.
The increases in expense were due primarily to increased production. DD&A expense
per BOE related to oil and gas operations increased 4% to $6.34 per BOE for the six months ended
June 30, 2001, from $6.09 per BOE for the comparable period in 2000. DD&A expense per BOE
related to oil and gas operations increased 5% to $6.42 per BOE for the second quarter of 2001 as compared to $6.12 per BOE
for the second quarter of 2000. These increases are due primarily to changes in estimated future development costs.

General and Administrative Expenses  General and administrative expenses totaled $15
million for the six months ended June 30, 2001 and for the same period in 2000. General
and administrative expense for the second quarter of 2001 increased 33%, or $2 million,
to $8 million, as compared to $6 million for the second quarter of 2000 primarily due to
the incurrence of severance costs and the timing of certain travelrelated and other corporate expenditures.

Other

Interest Expense  Interest expense decreased $4 million, or 11%, to $34 million for the
six months ended June 30, 2001 from $38 million in the comparable 2000 period. Interest
expense for the second quarter of 2001 decreased $2 million, or 11%, to $17 million from
$19 million for the second quarter of 2000. These decreases are the result of the Companys debt reduction
program.

Merger and Integration Costs  Merger and integration costs of $3 million relating
primarily to severance costs were recorded in the first six months of 2000.

Income
Tax Expense  Income tax expense of $173 million was recognized for the six
months ended June 30, 2001 compared to an income tax expense of $71 million for the six
months ended June 30, 2000. The effective income tax rate was approximately 46% and 44% for the
first six months of 2001 and 2000, respectively.

Liquidity
And Capital Resources

Liquidity  As of June 30, 2001, the Companys credit facility consists of
a $500 million five-year revolving facility due in 2004. The credit facility bears
interest, at the Companys

14

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Ocean
Energy, Inc.

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

option, at LIBOR or prime rates plus applicable margins
ranging from zero to 1.7% or at a competitive bid. As of June 30, 2001, borrowings
outstanding against the credit facility totaled $210
million and letters of credit totaled $34 million, leaving $256 million of available
credit. The Companys long-term debt totaled $1.2 billion and its debt to total
capitalization ratio was 46% at June 30, 2001.

During
the second quarter of 2001, the Company repurchased on the open market approximately $47
million of its higher interest rate debt. In connection with the repurchase, the Company
recorded an after-tax extraordinary loss of approximately $2.6 million, or ($0.01) per
diluted share. The repurchase of these notes was funded with available cash
balances and borrowings under the credit facility.The Company may from time to
time take advantage of favorable market conditions and repurchase some of its higher
interest rate debt.

On
June 26, 2001, the Companys Board of Directors declared a quarterly common stock
dividend of four cents per share payable on July 20, 2001, to stockholders of record at
the close of business on July 6, 2001. The amount of future dividends on OEI common stock
will be determined on a quarterly basis and will depend on earnings, financial condition,
capital requirements and other factors.

Capital
Expenditures(Amounts in Thousands)

|                           | Three Months Ended June 30, |  | Six Months Ended June 30, |        
|-------------------------- | --------------------------- |  | ------------------------- | -------
|                          
|
|                          
|
|Oil and Gas Operations:    |                             |  |                           |        
|Leasehold acquisitions     |                             |  | $                         | 12,451 
|Exploration costs          |                             |  |                           | 74,715 
|Development costs          |                             |  |                           | 120,318
|                          
|                           |                             |  |                           | 207,484
|Corporate                  |                             |  |                           | 4,291  
|                          
|Total Capital Expenditures |                             |  | $                         | 211,775
|                          
|Acquisitions               |                             |  | $                         | 114,877
|                          
|                           |                             | 

The
Companys revised capital expenditure budget totals approximately $1 billion including acquisition
costs. The spending will be funded primarily from the Companys cash flows from
operations and is subject to change if market conditions shift or new opportunities are identified. 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.

During the second quarter of 2001, the Company was successful bidder on two deepwater blocks
offshore Brazil. The Company will have a 65% working interest in Block BM-C-15,
which it will operate, and a 20% working interest in Block BM-S-22. In addition,
the Company completed its acquisition of certain oil and gas assets located primarily in
East Texas and North Louisiana for a purchase price of approximately $118 million. During
March 2001, the Company acquired Texoil, Inc. for a cash purchase price of approximately
$115 million before assumed

15

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Ocean
Energy, Inc.

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

bank debt of $15 million. These acquisitions were funded with
cash flows from operations and borrowings under the credit facility.

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 2001 capital expenditures primarily
with funds provided by operations.

Accounting
Pronouncements

In July 2001, the Financial Accounting Standards Board issued new pronouncements: Statement
141, Business Combinations, Statement 142, Goodwill and Other Intangible
Assets,and Statement 143, Accounting for Asset Retirement Obligations.
Statement 141, which requires the purchase method of accounting for all business
combinations, applies to all business combinations initiated after June 30, 2001 and to
all business combinations accounted for by the purchase method that are completed after
June 30, 2001. Statement 142 requires that goodwill as well as other intangible assets be
tested annually for impairment and is effective for fiscal years beginning after December
15, 2001. Statement 143 requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related long-lived asset. Statement 143 is
effective for fiscal years beginning after June 15, 2002. Statements 141 and 142 will not apply to the
Company unless it enters into a future business combination. The Company is currently
assessing the impact of Statement 143 on its financial condition 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)
or thousand barrels (MBbl). 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. MBOE
and BOE represent one thousand barrels

16

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Ocean
Energy, Inc.

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

and one barrel of oil equivalent, respectively,
with six Mcf of gas converted to one barrel of liquid.

Forward-Looking
Statements May Prove Inaccurate

This
document contains forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and
information that is based on managements belief and assumptions based on currently
available information. All statements other than statements of historical fact included
in this document are Forward-looking statements. When used in this document, words such as anticipate, believe, estimate, expect, forecast,
intend, project and
similar expressions serve to identify forward-looking statements. Although we believe
that the expectations reflected in our forward-looking statements are reasonable, we can
give no assurance that these expectations will prove correct. Our forward-looking
statements are subject to risks, uncertainties and assumptions. Should one of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, our
actual results may vary materially from those expected. Among the key factors that may
have a direct bearing on our results of operations and financial condition are:

- volatility of energy commodity prices, generally, and fluctuations in the commodity prices for crude oil and
natural gas that have not been effectively hedged, in particular;
- operational and systems risk incident to the drilling and
operation of oil and gas wells;
- competitive conditions in the oil and gas
industry;
- general economic and capital markets conditions, including
fluctuations in interest rates;
- the impact of current and future laws and
governmental regulations, particularly environmental
regulations,  affecting  the energy  industry in  general,
and our oil and gas  operations,  in  particular;
- environmental liabilities that are not covered by insurance or indemnity;
- the  political  and  economic  climate  in the  foreign  jurisdictions  in  which we  conduct  oil and gas
              operations; and
- the effect on our results of
operations and financial condition associated with implementing various
accounting rules and regulations.

Item 3.
Quantitative and Qualitative Disclosures About Market Risks

To
mitigate a portion of its exposure to fluctuations in commodity prices, the Company
entered into various derivative financial instruments for its oil and gas production. See
Note 4 to the Companys Consolidated Financial Statements for a discussion of
activities involving derivative financial instruments during 2001. To calculate the
potential effect of the derivatives contracts on future revenues, the Company applied the
average NYMEX oil and gas strip prices

17

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Ocean
Energy, Inc.

as of June 30, 2001 to the quantity of the Companys
oil and gas production covered by those derivative contracts as of that date. The
following table shows the estimated potential effects of the derivative financial
instruments on future revenues:

|                          |  |  |  |    | Estimated Increase
|------------------------- |  |  |  | -- | ------------------
|
|
|
|                         
|
|                         
|Oil and gas puts          |  |  |  | $4 |                   
|Gas swap of related trust |  |  |  | 3  |                   

# Part II.
Other Information

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

At
the Annual Meeting of Shareholders of the Company held on May 9, 2001, the shareholders
elected certain directors to serve until the 2004 Annual Meeting of Shareholders,
approved the merger of the Company into a wholly-owned subsidiary incorporated in the
state of Delaware in order to effect the change of the state of incorporation, approved
the Company's 2001 Long-Term Incentive Plan and Employee Stock Purchase Plan, and
ratified the appointment of KPMG LLP as independent auditors of the Company for the
fiscal year ended December 31, 2001.

Votes
cast were as follows:

|                                                |  |  | Broker |            
|----------------------------------------------- |  |  | ------ | -----------
|
|                                               
|Election as a Director of the Company of:       |  |  |        |            
|John B. Brock                                   |  |  |        | 149,440,211
|Milton Carroll                                  |  |  |        | 149,429,003
|James T. Hackett                                |  |  |        | 149,456,627
|Approval of reincorporation merger to           |  | 
|effect the change of the Company's              |  | 
|state of incorporation from Texas to   Delaware |  |  |        | 116,340,671
|Approval of 2001 Long-Term   Incentive Plan     |  |  |        | 107,814,684
|Approval of 2001 Employee Stock                 |  | 
|Purchase Plan                                   |  |  |        | 145,181,572
|Ratify Appointment of KPMG LLP as               |  | 
|Independent Auditors for 2001                   |  |  |        | 150,248,643

18

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Ocean
Energy, Inc.

Item 6.
Exhibits and Reports on Form 8-K

(a)
Exhibits:

|3.1 |  | Certificate
of Incorporation of Ocean Energy, Inc., a Delaware corporation, incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission (the "SEC") on May 14, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | Bylaws
of Ocean Energy, Inc., a Delaware corporation, incorporated by reference to Exhibit 4.2
to the Company's Current Report on Form 8-K filed with the SEC on May 14, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Certificate
of Designations relating to Series B Convertible Preferred Stock of Ocean Energy, Inc., a
Delaware corporation, incorporated by reference to Exhibit 4.3 to the Company's Current
Report on Form 8-K filed with the SEC on May 14, 2001.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.1 |  | Outside
Directors Deferred Fee Plan as Amended and Restated Effective July 1, 2001, filed
herewith.
|------ |  | ---------------------------------------------------------------------------------------------------

|*#10.2 |  | Supplemental
Benefit Plan as Amended and Restated Effective July 1, 2001, filed herewith.
|------ |  | -----------------------------------------------------------------------------------------

|*#10.3 |  | Severance
Agreement between the Company and Stephen A. Thorington dated June 16, 2001, filed
herewith.
|------ |  | ------------------------------------------------------------------------------------------------------

*
Filed herewith.

#
Identifies management contracts and compensatory plans or arrangements.

b)
Reports on Form 8-K:

On
May 10, 2001, the Company filed a Current Report on Form 8-K dated May 10, 2001
concerning the Company's current estimates of its operating statistics for the second
quarter of 2001 and full year ended December 31, 2001. The item reported in such Current
Report was Item 9 (Regulation FD Disclosure).

On
May 14, 2001, the Company filed a Current Report on Form 8-K dated May 9, 2001 with
respect to its reincorporation from the state of Texas to the state of Delaware and to
the Amendment
and Restatement of the Company's Rights Agreement. The items reported in such Current
Report were Item 5 (Other Events) and Item 7 (Financial Statements and Exhibits).

19

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Ocean
Energy, Inc.

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:  August 2, 2001
| | ---------------------

| | By:  
/s/ Robert L. Thompson       Robert L. Thompson 
       Vice President and Controller
       (Principal Accounting Officer)
| | ---------------------------------------------------------------------------------------------------------------------------------

| | Date:  August 2, 2001
| | ---------------------

20

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