FORM OF
                            INDEMNIFICATION AGREEMENT

         THIS AGREEMENT is effective ______________, 1999, between Ocean Energy,
Inc., a Texas corporation (the  "Corporation"),  and the undersigned director or
officer of the Corporation ("Indemnitee").

         WHEREAS,  the Corporation has adopted  Articles of  Incorporation  (the
"Articles")  and Bylaws (the  "Bylaws")  providing  for  indemnification  of the
Corporation's  directors  and officers to the maximum  extent  authorized by the
Texas  Business  Corporation  Act,  as  amended  from time to time  (the  "State
Statute"); and

         WHEREAS,  such  Articles,  Bylaws and State  Statute  contemplate  that
contracts  and   insurance   policies  may  be  entered  into  with  respect  to
indemnification of directors and officers; and

         WHEREAS,  recent  developments  have raised  questions  concerning  the
adequacy and reliability of the protection  which might be afforded to directors
and officers from  acquisition  of policies of Directors and Officers  Liability
Insurance  ("D&O  Insurance"),  covering  certain  liabilities  which  might  be
incurred by directors and officers in the  performance  of their services to the
Corporation; and

         WHEREAS, it is reasonable, prudent and necessary for the Corporation to
obligate itself  contractually to indemnify  Indemnitee so that he will serve or
continue to serve the  Corporation  free from undue  concern that he will not be
adequately protected; and

         WHEREAS,  Indemnitee is willing to serve, continue to serve and to take
on additional  service for or on behalf of the  Corporation on condition that he
be so indemnified;

         NOW,  THEREFORE,  in  consideration  of the premises and the  covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

         1.       DEFINITIONS.  As used in this Agreement:

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         (a) The term  "Proceeding"  shall  include any  threatened,  pending or
completed  action,  suit,  inquiry or proceeding,  whether  brought by or in the
right  of the  Corporation  or  otherwise  and  whether  of a  civil,  criminal,
administrative,  arbitrative or investigative  nature, in which Indemnitee is or
will be involved as a party,  as a witness or  otherwise,  by reason of the fact
that  Indemnitee  is or  was a  director,  officer,  employee  or  agent  of the
Corporation, by reason of any action taken by him or of any inaction on his part
while acting as a director,  officer, employee or agent or by reason of the fact
that he is or was  serving at the  request  of the  Corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  limited liability  company or other enterprise;  in each case whether or
not he is acting or serving in any such  capacity at the time any  liability  or
expense is incurred for which  indemnification  or reimbursement can be provided
under this Agreement; provided that any such action, suit or proceeding which is
brought by Indemnitee  against that  Corporation or directors or officers of the
Corporation,  other than an action  brought by  Indemnitee to enforce his rights
under this Agreement, shall not be deemed a Proceeding without prior approval by
a majority of the Board of Directors of the Corporation.

         (b)  The  term  "Expenses"  shall  include,  without  limitation,   any
judgments,   fines  and  penalties  against  Indemnitee  in  connection  with  a
Proceeding;  amounts paid by Indemnitee  in settlement of a Proceeding;  and all
attorneys' fees and disbursements, accountants' fees, private investigation fees
and disbursements,  retainers,  court costs,  transcript costs, fees of experts,
fees and expenses of witnesses, travel expenses, duplicating costs, printing and
binding costs, telephone charges,  postage, delivery service fees, and all other
disbursements,  or  expenses,  reasonably  incurred  by  or  for  Indemnitee  in
connection  with  prosecuting,  defending,  preparing  to  prosecute  or defend,
investigating,   being  or  preparing  to  be  a  witness  in  a  Proceeding  or
establishing Indemnitee's right of entitlement to indemnification for any of the
foregoing.

         (c) References to "other  enterprise"  shall include  employee  benefit
plans;  references to "Fines" shall include any excise tax assessed with respect
to any  employee  benefit  plan;  references  to  "serving at the request of the
Corporation" shall include any service as a director, officer, employee or agent
of the  Corporation  which  imposes  duties on, or  involves  services  by, such
director,  officer,  employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he  reasonably  believed to be in the interests of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interest of the  Corporation"  as referred to in
this Agreement.

         (d) The term "substantiating  documentation" shall mean copies of bills
or  invoices  for costs  incurred  by or for  Indemnitee,  or copies of court or
agency  orders  or  decrees  or  settlement  agreements,  as the  case  may  be,
accompanied by a sworn  statement  from  Indemnitee  that such bills,  invoices,
court or agency orders or decrees or settlement  agreements,  represent costs or
liabilities meeting the definition of "Expenses" herein.

         (e) The terms  "he" and "his" have been used for  convenience  and mean
"she" and "her" if Indemnitee is a female.

         2. INDEMNITY OF DIRECTOR OR OFFICER.  The Corporation  hereby agrees to
hold  harmless  and  indemnify  Indemnitee  against  Expenses to the full extent
authorized  or  permitted  by the  provisions  of the State  Statute,  or by any
amendment thereof,  or by other statutory  provisions  authorizing or permitting
such indemnification adopted after the date hereof.

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         3. ADDITIONAL INDEMNITY.  The Corporation hereby further agrees to hold
harmless and indemnify  Indemnitee  against  Expenses  incurred by reason of the
fact that  Indemnitee  is or was a director,  officer,  employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust,  limited  liability  company  or other  enterprise,  including,
without  limitation,  any  predecessor,  subsidiary or affiliated  entity of the
Corporation,  but only if  Indemnitee  acted in good faith  and,  in the case of
conduct in his official  capacity,  in a manner he reasonably  believed to be in
the best interests of the  Corporation  and, in all other cases,  not opposed to
the best interests of the Corporation.  Additionally,  in the case of a criminal
proceeding,  Indemnitee  must have had no  reasonable  cause to believe that his
conduct was unlawful.  The  termination of any Proceeding by judgment,  order of
the court,  settlement,  conviction  or upon a plea of nolo  contendere,  or its
equivalent,  shall not, of itself,  create a presumption that Indemnitee did not
act in good faith and in a manner which he  reasonably  believed to be in or not
opposed  to the  best  interest  of the  Corporation,  and with  respect  to any
criminal  proceeding,  that such person had reasonable cause to believe that his
conduct was unlawful.

         4.  CHOICE  OF  COUNSEL.  If  Indemnitee  is  not  an  officer  of  the
Corporation,  he,  together with the other directors who are not officers of the
Corporation  (the  "Outside  Directors"),  shall be entitled  to employ,  and be
reimbursed for the fees and  disbursements of, counsel separate from that chosen
by Indemnitees who are officers of the  Corporation.  The principal  counsel for
Outside Directors  ("Principal Counsel") shall be determined by majority vote of
the Outside Directors, and the Principal Counsel for the Indemnitees who are not
Outside Directors  ("Separate  Counsel") shall be determined by majority vote of
such Indemnitees.  The obligation of the Corporation to reimburse Indemnitee for
the fees and disbursements of counsel hereunder shall not extend to the fees and
disbursements of any counsel employed by Indemnitee other than Principal Counsel
or Separate Counsel, as the case may be, unless, in the opinion of other counsel
for Indemnitee,  concurred in by Principal Counsel or Separate  Counsel,  as the
case may be, Indemnitee may have defenses  available to him that are in addition
to or  different  from  those of the  other  Indemnitees  such  that  there is a
substantial  possibility that Principal Counsel of Separate Counsel, as the case
may be, will have a conflict of interest in representing Indemnitee.

         5. ADVANCES OF EXPENSES.  Expenses  (other than  judgments,  penalties,
fines and settlements)  incurred by Indemnitee shall be paid by the Corporation,
in  advance of the final  disposition  of the  Proceeding,  within 10 days after
receipt  of   Indemnitee's   written  request   accompanied  by   substantiating
documentation and Indemnitee's  written affirmation that he has met the standard
of conduct for indemnification and a written undertaking to repay such amount to
the extent it is  ultimately  determined  that  indemnitee  is not  entitled  to
indemnification.  No objections  based on or involving the question whether such
charges meet the definition of "Expenses,"  including any question regarding the
reasonableness of such Expenses, shall be grounds for failure to advance to such
Indemnitee,  or to reimburse such Indemnitee for, the amount claimed within such
10-day period,  and the  undertaking of Indemnitee set forth in Section 7 hereof
to repay  any  such  amount  to the  extent  it is  ultimately  determined  that
Indemnitee  is not  entitled  to  indemnification  shall be deemed to include an
undertaking  to  repay  any  such  amounts  determined  not  to  have  met  such
definition.

         6. RIGHT OF INDEMNITEE TO INDEMNIFICATION  UPON APPLICATION;  PROCEDURE
UPON APPLICATION.  Any indemnification under this Agreement, other than pursuant
to Section 5 hereof,  shall be made no later  than 45 days after  receipt by the
Corporation of the written request of Indemnitee,  accompanied by substantiating
documentation,  unless a determination  is made within said 45-day period by (1)
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who are not or were not parties to such  Proceeding,  or (2)  independent  legal
counsel in a written  opinion (which counsel shall be appointed if such a quorum
is not  obtainable),  that  Indemnitee  has not met the relevant  standards  for
indemnification set forth in Section 3 hereof.

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         The right to  indemnification or advances as provided by this Agreement
shall be enforceable by Indemnitee in any court of competent  jurisdiction.  The
burden  of  proving  that  indemnification  is not  appropriate  shall be on the
Corporation.  Neither the  failure of the  Corporation  (including  its Board of
Directors or independent  legal counsel) to have made a  determination  prior to
the  commencement  of  such  action  that   indemnification  is  proper  in  the
circumstances  because  Indemnitee has met the applicable  standards of conduct,
nor an actual determination by the Corporation (including its Board of Directors
or  independent  legal  counsel)  that  Indemnitee  has not met such  applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that Indemnitee has not met the applicable standard of conduct.

         7. UNDERTAKING BY INDEMNITEE.  Indemnitee hereby undertakes to repay to
the  Corporation  any  advances of Expenses  pursuant to Section 3 hereof to the
extent that it is  ultimately  determined  that  Indemnitee  is not  entitled to
indemnification.

         8.  INDEMNIFICATION  HEREUNDER NOT EXCLUSIVE.  The  indemnification and
advancement of expenses provided by this Agreement shall not deemed exclusive of
any other rights to which  Indemnitee  may be entitled  under the Articles,  the
Bylaws, the State Statute, D&O Insurance,  any agreement, or otherwise,  both as
to action in his official  capacity and as to action in another  capacity  while
holding such office.  However,  Indemnitee  shall  reimburse the Corporation for
amounts paid to him  pursuant to such other  rights to the extent such  payments
duplicate any payments received pursuant to this Agreement.

         9.  CONTINUATION  OF INDEMNITY.  All agreements and  obligations of the
Corporation  contained  herein shall continue during the period  Indemnitee is a
director or officer of the  Corporation  (or is or was serving at the request of
the  Corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust,  limited liability company or
other  enterprise) and shall continue  thereafter so long as Indemnitee shall be
subject to any possible Proceeding.

         10.  PARTIAL  INDEMNIFICATION.  If  Indemnitee  is  entitled  under any
provision of this Agreement to  indemnification by the Corporation for some or a
portion  of  Expenses,  but not,  however,  for the total  amount  thereof,  the
Corporation  shall  nevertheless  indemnify  Indemnitee  for the portion of such
Expenses to which Indemnitee is entitled.

         11.  SETTLEMENT  OF  CLAIMS.  The  Corporation  shall  not be liable to
indemnify  Indemnitee under this Agreement for any amounts paid in settlement of
any  Proceeding  effected  without  the  Corporation's   written  consent.   The
Corporation shall not settle any Proceeding in any manner which would impose any
penalty or  limitation  on  Indemnitee  without  Indemnitee's  written  consent.
Neither the Corporation nor Indemnitee will unreasonably  withhold their consent
to any proposed  settlement.  The  Corporation  shall not be liable to indemnify
Indemnitee  under  this  Agreement  with  regard  to any  judicial  award if the
Corporation was not given a reasonable and timely  opportunity,  at its expense,
to participate in the defense of such action.

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         12.      ENFORCEMENT.

         (a) The Corporation  expressly  confirms and agrees that it has entered
into this  Agreement  and assumed  the  obligations  imposed on the  Corporation
hereby in order to induce  Indemnitee  to serve as a director  or officer of the
Corporation,  and acknowledges that Indemnitee is relying upon this Agreement in
continuing as a director or officer.

         (b) In the event  Indemnitee  is  required to bring any action or other
proceeding to enforce  rights or to collect  moneys due under this Agreement and
is successful in such action, the Corporation shall reimburse Indemnitee for all
of Indemnitee's Expenses in bringing and pursuing such action.

         13.      GOVERNING LAW; BINDING EFFECT; AMENDMENT AND TERMINATION.

         (a) This Agreement shall be interpreted and enforced in accordance with
the laws of the State of Texas.

         (b)  This  Agreement  shall  be  binding  upon  the  Corporation,   its
successors and assigns, and shall inure to the benefit of Indemnitee, his heirs,
personal representatives and assigns and to the benefit of the Corporation,  its
successors and assigns.

         (c) No amendment,  modification,  termination or  cancellation  of this
Agreement  shall be effective  unless in writing signed by the  Corporation  and
Indemnitee.

         14.  SEVERABILITY.  If any provision of this Agreement shall be held to
be  invalid,   illegal  or   unenforceable   (a)  the  validity,   legality  and
enforceability of the remaining provisions of this Agreement shall not be in any
way affected or impaired  thereby,  and (b) to the fullest extent possible,  the
provisions  of this  Agreement  shall be  construed  so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.  Each
section  of  this  Agreement  is a  separate  and  independent  portion  of this
Agreement.  If the  indemnification  to which Indemnitee is entitled as respects
any aspect of any claim varies  between two or more sections of this  Agreement,
that section providing the most comprehensive indemnification shall apply.

         15.  NOTICE.  Notice  to the  Corporation  shall be  directed  to Ocean
Energy, Inc., 1001 Fannin, Suite 1600, Houston, Texas 77002, Attention:  General
Counsel.  Notice to Indemnitee  shall be directed to the address set forth under
his signature hereto.  The foregoing  addresses may be changed from time to time

by the addressee upon notice to the other parties.

         Notice shall be deemed received three days after the date postmarked if
sent by prepaid mail, properly addressed.

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         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
and as of the day and year first above written.

                               OCEAN ENERGY, INC.

                                                     By:
                                                     Name:
                                                     Title:

                                   INDEMNITEE

                                                     Name:

                                    Address: