AMENDMENT TO

                       EMPLOYMENT AND CONSULTING AGREEMENT

         WHEREAS, SEAGULL ENERGY CORPORATION ("Seagull") and BARRY J. GALT

("Galt") have  heretofore  entered into an Employment and  Consulting  Agreement
(the "Agreement"), which was effective as of August 24, 1998; and

         WHEREAS,  Seagull  and Galt  desire to amend the  Agreement  in certain
respects,   contingent  on,  and  effective   upon,  the   consummation  of  the
transactions  (the  "Merger")  contemplated  by the Agreement and Plan of Merger
between  Company and Ocean  Energy,  Inc.  dated as of November 24, 1998, as the
same may be amended from time to time (the "Merger Agreement");

         NOW,  THEREFORE,  Seagull  and Galt agree that the  Agreement  shall be
amended as follows,  effective as of the Merger Effective Time (which shall have
the same meaning as the term "Effective Time" in the Merger Agreement):

         1.  Paragraph 3 of the  Agreement  shall be deleted  and the  following
shall be substituted therefor:

                  "3. Vice Chairman.  Effective as of January 1, 1999, the Board
         of Directors has elected Galt to serve as Vice Chairman of the Board of
         Directors.  As Vice Chairman, Galt shall have such powers and duties as
         designated in Seagull's bylaws and as from time to time may be assigned
         to him by the  Board  of  Directors  or the  Chairman  of the  Board of
         Directors.  The designation of Vice Chairman shall continue through the
         earlier of (a) the Merger  Effective  Time  (which  shall have the same
         meaning  as the  term  'Effective  Time' in the  Agreement  and Plan of
         Merger between Company and Ocean Energy,  Inc. dated as of November 24,
         1998,  as the  same  may be  amended  from  time to time  (the  'Merger
         Agreement')) or (b) the  adjournment of the 1999 Annual Meeting,  after
         which Galt acknowledges that he will cease to serve as Vice Chairman."

         2. The  following  sentence  shall be  added to  paragraph  6(a) of the
Agreement:

         "Notwithstanding  any provision in this Agreement to the contrary,  the
         consummation of the transactions  contemplated by the Merger Agreement,
         shall be deemed to be a 'Change  of  Control'  (or,  if  applicable,  a
         'Corporate  Change') with respect to Executive  for all purposes  under
         this  Agreement,  the Severance  Agreement dated March 17, 1997 between
         Seagull and Galt, the Plan and the Company's other stock plans."

         3. As amended  hereby,  the  Agreement  is  specifically  ratified  and
reaffirmed.  If the Merger  Agreement is terminated  without the consummation of
the transactions contemplated thereby, this Amendment shall be null and void and
of no effect.

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<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Amendment on
the 24th day of November, 1998 to be effective as of the Merger Effective Time.

                                    SEAGULL ENERGY CORPORATION

                                    By:     ____________________________________

                            Name: William L. Transier

                       Title: Executive Vice President and

                             Chief Financial Officer

                                                                       "SEAGULL"

                                    -------------------------------------------
                                    Barry J. Galt

                                                                          "GALT"

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