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

                       Securities And Exchange Commission
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

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

                      For the Quarter Ended March 31, 2000

                                       OR

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

                         Commission file number: 1-8094

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

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

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

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

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

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

As of May 9, 2000,  167,499,666  shares of Common  Stock,  par value  $0.10 per
share, were outstanding.


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


<PAGE>

                               Ocean Energy, Inc.


                                      Index

                                                                          Page
                                                                         Number
Part I.  Financial Information

Item 1. Unaudited Consolidated Financial Statements

        Consolidated  Statements of Operations for the Three Months
        Ended March 31, 2000 and 1999....................................... 1

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

        Consolidated Statements of Cash Flows for the Three Months
        Ended March 31, 2000 and 1999....................................... 3

        Consolidated Statements of Comprehensive Income
        for the Three Months Ended March 31, 2000 and 1999 ................. 4

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

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.................................12

Item 3. Quantitative and Qualitative Disclosures about Market Risks.........19

Part II.  Other Information.................................................19

Signatures..................................................................21


                                      (i)

<PAGE>

Item. 1  Unaudited Consolidated Financial Statements

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

<TABLE>
<CAPTION>
                                                                                   Three Months Ended March 31,
                                                                              ---------------------------------------
                                                                                    2000                 1999
                                                                              -----------------    ------------------
<S>                                                                           <C>                  <C>

Revenues..................................................................         $  246,068           $  105,694

Costs of Operations:
   Operating expenses.....................................................             56,820               45,160
   Depreciation, depletion and amortization...............................             80,080               58,608
   Impairment of oil and gas properties...................................                  -               28,500
   General and administrative.............................................              9,122                4,576
                                                                              -----------------    ------------------
                                                                                      146,022              136,844
                                                                              -----------------    ------------------

Operating Profit (Loss)...................................................            100,046              (31,150)

Other (Income) Expense:
   Interest expense.......................................................             19,228               25,170
   Merger and integration costs...........................................              3,273               40,652
   Interest income and other..............................................               (739)                (483)
                                                                              -----------------    ------------------
                                                                                       21,762               65,339
                                                                              -----------------    ------------------

Income (Loss) Before Income Taxes.........................................             78,284              (96,489)

Income Tax Expense (Benefit)..............................................             35,306              (15,438)
                                                                              -----------------    ------------------

Net Income (Loss).........................................................             42,978              (81,051)
Preferred Stock Dividends.................................................                813                  801
                                                                              -----------------    ------------------

Net Income (Loss) Available to Common Shareholders........................         $   42,165           $  (81,852)
                                                                              =================    ==================


Earnings (Loss) Per Common Share:
   Basic..................................................................         $    0.25            $   (0.79)
                                                                              =================    ==================
   Diluted................................................................         $    0.25            $   (0.79)
                                                                              =================    ==================

Weighted Average Number of Common Shares Outstanding:
   Basic..................................................................            167,031              103,192
                                                                              =================    ==================
   Diluted................................................................            174,550              103,192
                                                                              =================    ==================
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 March 31,          December 31,
                                                                                   2000                 1999
                                                                             ------------------   ------------------
                                                      Assets
<S>                                                                          <C>                  <C>
Current Assets:
   Cash and cash equivalents............................................       $      72,889        $      64,889
   Accounts receivable, net.............................................             167,130              170,034
   Inventories..........................................................              30,231               28,723
   Prepaid expenses and other...........................................              30,295               26,304
                                                                             ------------------   ------------------
     Total Current Assets...............................................             300,545              289,950

Property, Plant and Equipment, at cost, full cost method for oil and gas:
   Evaluated oil and gas properties.....................................           3,839,477            3,706,288
   Unevaluated oil and gas properties excluded from amortization........             495,296              507,197
   Other................................................................              86,173               84,410
                                                                             ------------------   ------------------
                                                                                   4,420,946            4,297,895
Accumulated Depreciation, Depletion and Amortization....................          (2,264,472)          (2,094,885)
                                                                             ------------------   ------------------
                                                                                   2,156,474            2,203,010

Deferred Income Taxes...................................................             205,276              233,406
Other Assets............................................................              54,166               56,777
                                                                             ------------------   ------------------

Total Assets............................................................       $   2,716,461        $   2,783,143
                                                                             ==================   ==================

                                       Liabilities And Shareholders' Equity
Current Liabilities:
   Accounts and notes payable...........................................       $     224,889        $     275,629
   Accrued interest payable.............................................              17,396               41,119
   Accrued liabilities..................................................              19,467               51,542
   Current maturities of long-term debt.................................              11,119               13,651
                                                                             ------------------   ------------------
     Total Current Liabilities..........................................             272,871              381,941

Long-Term Debt..........................................................           1,306,765            1,333,410
Other Noncurrent Liabilities and Deferred Revenue.......................             146,357              120,097
Commitments and Contingencies...........................................

Shareholders' Equity:
   Preferred stock, $1.00 par value; authorized 10,000,000 shares; issued
     50,000 shares......................................................                  50                   50
   Common stock, $0.10 par value; authorized 230,000,000 shares; issued
     167,492,463 and 166,979,981 shares, respectively...................              16,749               16,699
   Additional paid-in capital...........................................           1,488,523            1,484,688
   Accumulated deficit..................................................            (505,052)            (547,216)
   Other................................................................              (9,802)              (6,526)
                                                                             ------------------   ------------------
     Total Shareholders' Equity.........................................             990,468              947,695
                                                                             ------------------   ------------------

Total Liabilities and Shareholders' Equity..............................       $   2,716,461        $   2,783,143
                                                                             ==================   ==================
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Three Months Ended March 31,
                                                                              ---------------------------------------
                                                                                    2000                 1999
                                                                              -----------------    ------------------
<S>                                                                           <C>                  <C>
 Operating Activities:
   Net income (loss)......................................................         $   42,978           $  (81,051)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Depreciation, depletion and amortization.............................             80,080               58,608
     Impairment of oil and gas properties.................................                  -               28,500
     Deferred income taxes................................................             28,245              (17,361)
     Merger and integration costs not yet paid ...........................                  -               40,652
     Other................................................................             (3,158)               3,309
                                                                              -----------------    ------------------
                                                                                      148,145               32,657
     Changes in operating assets and liabilities, net of acquisitions:
       Decrease in accounts receivable....................................              2,904                8,642
       Decrease (increase) in inventories, prepaid expenses and other.....             (6,168)              20,818
       Decrease in accounts and notes payable.............................            (30,055)             (23,581)
       Increase (decrease) in accrued expenses and other..................            (25,181)              37,234
                                                                              -----------------    ------------------
     Net Cash Provided by Operating Activities............................             89,645               75,770
                                                                              -----------------    ------------------

 Investing Activities:
   Capital expenditures...................................................           (123,484)             (51,726)
   Acquisition costs, net of cash acquired................................               (286)              (1,841)
   Proceeds from sales of property, plant and equipment...................             90,226               39,564
                                                                              -----------------    ------------------
     Net Cash Used in Investing Activities................................            (33,544)             (14,003)
                                                                              -----------------    ------------------

 Financing Activities:
   Proceeds from debt.....................................................            401,289              542,461
   Principal payments on debt ............................................           (449,446)            (574,983)
   Proceeds from sales of common stock....................................              1,738                    -
   Deferred debt issue costs..............................................                  -               (6,370)
   Other..................................................................             (1,682)                (791)
                                                                              -----------------    ------------------
     Net Cash Used in Financing Activities................................            (48,101)             (39,683)
                                                                              -----------------    ------------------

 Increase In Cash and Cash Equivalents....................................              8,000               22,084

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

 Cash and Cash Equivalents at End of Period...............................         $   72,889           $   32,790
                                                                              =================    ==================
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                          ---------------------------------------
                                                                                2000                 1999
                                                                          -----------------    ------------------
<S>                                                                       <C>                  <C>
Net income (loss)......................................................        $   42,978           $  (81,051)

Other comprehensive income, net of tax:
   Foreign currency translation adjustment.............................                 -                  979
                                                                          -----------------    ------------------

Comprehensive income (loss)............................................        $   42,978           $  (80,072)
                                                                          =================    ==================
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       4


<PAGE>

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


Note 1.       Presentation of Financial Information

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

     On March 30, 1999,  Ocean Energy,  Inc.  ("Old Ocean") merged with and into
Seagull Energy Corporation ("Seagull",  the "Merger"). The resulting company was
renamed Ocean Energy,  Inc. The merger was treated for accounting purposes as an
acquisition of Seagull by Ocean in a purchase business transaction. As such, the
financial  results  presented  here are those of Ocean  Energy,  Inc. on a stand
alone basis for the first  quarter of 1999 and of the  combined  company for the
first quarter of 2000.

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

     Property,  Plant and Equipment - The Company  capitalizes  interest expense
and certain employee-related costs that are directly attributable to oil and gas
operations.  For the three  months  ended March 31,  2000 and 1999,  the Company
capitalized  interest  expense  in the  amount of $12  million  and $7  million,
respectively,  and certain  employee-related  costs in the amount of $10 million
and $5 million, respectively.

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

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

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

<TABLE>
<CAPTION>
                                                 Net Income (Loss)          Weighted Average          Earnings (Loss)
                                                Available to Common           Common Shares              Per Share
                                                   Shareholders                Outstanding                Amount
                                              ------------------------    ----------------------     ------------------
<S>                                           <C>                         <C>                        >C>
Quarter Ended March 31, 2000:
     Basic....................................        $  42,165                    167,031                $  0.25
     Effect of dilutive securities:
          Stock options.......................                -                      4,078
          Convertible preferred stock.........              813                      3,441
                                              ------------------------    ----------------------
     Diluted..................................        $  42,978                    174,550                $  0.25
                                              ========================    ======================

Quarter Ended March 31, 1999:
     Basic...................................        $  (81,852)                   103,192                $ (0.79)
     Effect of dilutive securities...........                 -                          -
                                              ------------------------    ----------------------
     Diluted.................................        $  (81,852)                   103,192                $ (0.79)
                                              ========================    ======================
</TABLE>

     Options to purchase  9,401,000  shares of common  stock at $10.19 to $36.54
per  share  were  outstanding  during  the  first  quarter  of 2000 but were not
included in the  computation of diluted  earnings per share because the options'
exercise prices were greater than the average market price of the common shares.
These  options  expire at various  dates  through  2010.  Options to  purchase a
weighted  average of  12,737,000  shares of common stock at prices  ranging from
$2.11 to $36.54 per share were outstanding  during the first quarter of 1999 but
were not  included in the  computation  of diluted  loss per share  because such
options would have an antidilutive effect on the computation of diluted loss per
share. These options expire at various dates through 2009.

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

     Accounting   Pronouncements  -  In  June  1998,  the  Financial  Accounting
Standards  Board  ("FASB")  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities.  This statement  establishes  standards of
accounting for and disclosures of derivative instruments and hedging activities.
This statement,  as amended,  is effective for fiscal years beginning after June
15, 2000.  While the Company has not yet completed its  evaluation of the impact
of this  statement,  the  Company  does not believe  the  statement  will have a
significant  impact on its  results  of  operations  as it expects  its  current
derivative activities would continue to qualify under hedge accounting.

Note 2.       Acquisition and Disposition of Assets

     Merger - On March 30, 1999, the  shareholders  approved the Merger.  At the
date of the Merger, assets and liabilities of Old Ocean were recorded based upon
their historical  costs, and the assets and liabilities of Seagull were recorded
at their estimated fair market values. As of December 31, 1999, a total purchase
price of $642 million had been allocated to assets and liabilities.

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


     For the first  quarter of 1999,  Seagull on a  stand-alone  basis  recorded
revenues  of $57 million  from its oil and gas  operations  and  revenues of $39
million  from its  Alaskan  transmission  and  distribution  subsidiary  and had
production of 19,456 barrels of oil per day and 277 MMcf of gas per day.

     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 properties consisted of South Pass 24, South Pass
27 and South Pass 39 Fields, located in the Mississippi Delta Region of the Gulf
of Mexico.  The East Bay  Complex  contributed  revenues  of $23 million and $11
million for the three  months ended March 31, 2000 and 1999,  respectively,  and
had operating profit (loss) of $10 million and $(1) million,  respectively.  The
proceeds were used to repay  amounts  outstanding  under the Company's  existing
credit facilities.

     During March 1999, the Company  completed sales of its interests in certain
non-core U.S.  onshore assets  located  primarily in the  MidContinent,  Permian
Basin and Rocky Mountain  regions and realized  proceeds of $40 million from the
sales. The proceeds were used to repay amounts  outstanding  under the Company's
existing credit facilities.

Note 3.       Supplemental Disclosures of Cash Flow Information

<TABLE>
<CAPTION>
                                                                             Three Months Ended March 31,
                                                                   --------------------------------------------------
                                                                          2000                         1999
                                                                   --------------------        ----------------------
<S>                                                                <C>                         <C>
                                                                             (amounts in thousands)
Cash paid during the period for:
  Interest..................................................          $    41,491                 $    36,254
  Income taxes..............................................               15,087                       1,131
</TABLE>

     The March 30, 1999  Merger was  completed  through  the  issuance of common
stock.  Therefore,  the Merger increased  property,  plant and equipment by $1.3
billion, debt by $563 million,  other liabilities by $200 million, and equity by
$595  million  through a  non-cash  transaction  that was not  reflected  in the
statement of cash flows.  The $1.8  million of  acquisition  costs  reflected in
"investing activities" in the statement of cash flows for the three months ended
March 31, 1999, represents the cash expenses paid in connection with the Merger,
less the cash of Seagull on the date of the Merger.

Note 4.       Financial Instruments

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

                                       7
<PAGE>

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



financial instruments relate. Oil and gas revenues have decreased by $20 million
and $5 million for the three months ended March 31, 2000 and 1999, respectively,
as a result of the derivative contracts and a prepaid crude oil sales contract.

     As of March 31, 2000, the Company had hedged  approximately 10 MMBbl of oil
and 35 Bcf of natural gas for the  remainder of the year.  The average  price of
hedged  production is $21.62 per Bbl for crude oil and $2.75 per Mcf for natural
gas.

Note 5.       Supplemental Guarantor Information

     Ocean Energy, Inc., a Louisiana corporation and wholly-owned  subsidiary of
the Company ("Ocean  Louisiana"),  has  unconditionally  guaranteed the full and
prompt  performance of the Company's  obligations under certain of the notes and
related  indentures,  including the payment of  principal,  premium (if any) and
interest. None of the referenced indentures place significant  restrictions on a
wholly-owned  subsidiary's ability to make distributions to the parent. In order
to provide  meaningful  financial  data relating to the guarantor  (i.e.,  Ocean
Louisiana on an unconsolidated  basis),  the following  condensed  consolidating
financial information has been provided following the policies set forth below:

1)   The Company  accounts for  investments in  subsidiaries  on the cost basis.
     Earnings  of  subsidiaries  are  therefore  not  reflected  in the  related
     investment accounts.

2)   Certain  reclassifications  were  made  to  conform  all of  the  financial
     information  to the financial  presentation  on a consolidated  basis.  The
     principal  eliminating  entries  eliminate  investments in subsidiaries and
     intercompany balances.

                                       8
<PAGE>

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

          Supplemental Condensed Consolidating Statements of Operations
               For the Three Months Ended March 31, 2000 and 1999
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                            Unconsolidated
                                     --------------------------------------------------------------
                                                               Guarantor          Non-Guarantor
2000                                        OEI               Subsidiary           Subsidiaries      Consolidated OEI
                                     ------------------   --------------------  -------------------  ------------------
<S>                                  <C>                  <C>                   <C>                  <C>
Revenues...........................    $           -        $      92,422         $     153,646        $     246,068
Costs of Operations:
   Operations and maintenance......                -               19,753                37,067               56,820
   Depreciation, depletion and
      amortization.................            1,583               22,472                56,025               80,080
   General and administrative......            9,122                    -                     -                9,122
                                     ------------------   --------------------  -------------------  ------------------
Operating Profit (Loss)............          (10,705)              50,197                60,554              100,046
Interest Expense...................           18,985                    -                   243               19,228
Merger and integration costs.......            3,273                    -                     -                3,273
Interest Income and Other..........              448                   14                (1,201)                (739)
                                     ------------------   --------------------  -------------------  ------------------
Income (Loss) Before Taxes.........          (33,411)              50,183                61,512               78,284
Income Tax Provision (Benefit).....          (12,195)              18,317                29,184               35,306
                                     ------------------   --------------------  -------------------  ------------------
Net Income (Loss)..................    $     (21,216)       $      31,866         $      32,328        $      42,978
                                     ==================   ====================  ===================  ==================

1999
Revenues...........................    $           -        $      48,800         $      56,894        $     105,694
Costs of Operations:
   Operations and maintenance......                -               24,469                20,691               45,160
   Depreciation, depletion and
     amortization..................                -               30,328                28,280               58,608
   Impairment of oil and gas
     properties....................                -                    -                28,500               28,500
   General and administrative......                -                4,330                   246                4,576
                                     ------------------   --------------------  -------------------  ------------------
Operating Loss.....................                -              (10,327)              (20,823)             (31,150)
Interest Expense...................           14,484               12,477                (1,791)              25,170
Merger and integration costs.......                -               40,652                     -               40,652
Interest Income and Other..........               (1)              (3,487)                3,005                 (483)
                                     ------------------   --------------------  -------------------  ------------------
Loss Before Taxes..................          (14,483)             (59,969)              (22,037)             (96,489)
Income Tax Provision (Benefit).....          (27,716)               9,041                 3,237              (15,438)
                                     ------------------   --------------------  -------------------  ------------------
Net Income (Loss)..................    $      13,233        $     (69,010)        $     (25,274)       $     (81,051)
                                     ==================   ====================  ===================  ==================

                                       9
</TABLE>
<PAGE>

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

               Supplemental Condensed Consolidating Balance Sheets
                     At March 31, 2000 and December 31, 1999
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                 Unconsolidated
                                --------------------------------------------------
                                                   Guarantor       Non-Guarantor     Eliminating       Consolidated
March 31, 2000                       OEI           Subsidiary       Subsidiaries       Entries             OEI
                                --------------   ---------------   ---------------  ---------------   ---------------
<S>                             <C>              <C>               <C>              <C>               <C>
Assets
Current Assets................    $     6,290      $    68,202       $   226,053      $         -       $   300,545
Intercompany Investments......      2,433,929          (78,317)          (33,537)      (2,322,075)                -
Property, Plant and Equipment,
   Net........................         21,935          520,493         1,614,046                -         2,156,474
Other Assets..................         51,232          187,392            20,818                -           259,442
                                --------------   ---------------   ---------------  ---------------   ---------------
Total Assets..................    $ 2,513,386      $   697,770       $ 1,827,380      $(2,322,075)      $ 2,716,461
                                ==============   ===============   ===============  ===============   ===============

Liabilities and Shareholders' Equity
Current Liabilities...........    $    81,794      $   107,396       $    83,681      $         -       $   272,871
Long-Term Debt................      1,297,992                -             8,773                -         1,306,765
Other Liabilities.............        116,249           11,390            18,718                -           146,357
Shareholders' Equity..........      1,017,351          578,984         1,716,208       (2,322,075)          990,468
                                --------------   ---------------   ---------------  ---------------   ---------------
Total Liabilities and
   Shareholders' Equity.......    $ 2,513,386      $   697,770       $ 1,827,380      $(2,322,075)      $ 2,716,461
                                ==============   ===============   ===============  ===============   ===============

December 31, 1999
Assets
Current Assets................    $     3,266      $    60,340       $   226,344      $         -       $   289,950
Intercompany Investments......      2,498,760         (167,761)           (8,925)      (2,322,074)                -
Property, Plant and Equipment,
    Net.......................         22,630          586,164         1,594,216                -         2,203,010
Other Assets..................         72,943          187,393            29,847                -           290,183
                                --------------   ---------------   ---------------  ---------------   ---------------
Total Assets..................    $ 2,597,599      $   666,136       $ 1,841,482      $(2,322,074)      $ 2,783,143
                                ==============   ===============   ===============  ===============   ===============

Liabilities and Shareholders' Equity
Current Liabilities...........    $   131,041      $   107,628       $   143,272      $         -       $   381,941
Long-Term Debt................      1,324,811                -             8,599                -         1,333,410
Other Liabilities.............        102,976           11,390             5,731                -           120,097
Shareholders' Equity..........      1,038,771          547,118         1,683,880       (2,322,074)          947,695
                                --------------   ---------------   ---------------  ---------------   ---------------
Total Liabilities and
   Shareholders' Equity.......    $ 2,597,599      $   666,136       $ 1,841,482      $(2,322,074)      $ 2,783,143
                                ==============   ===============   ===============  ===============   ===============
</TABLE>

                                       10
<PAGE>

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

          Supplemental Condensed Consolidating Statements of Cash Flows
               For the Three Months Ended March 31, 2000 and 1999
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                          Unconsolidated
                                     ----------------------------------------------------------
                                                             Guarantor         Non-Guarantor
2000                                        OEI              Subsidiary         Subsidiaries      Consolidated OEI
                                     ------------------   -----------------   -----------------   ------------------
<S>                                  <C>                  <C>                 <C>                 <C>
Cash Flows from Operating
   Activities:
   Net Income (Loss)...............    $     (21,216)       $      31,866       $      32,328       $      42,978
   Adjustments to reconcile net
     income (loss) to net cash from
     operating activities..........           26,670               22,472              56,025             105,167
   Changes in assets and liabilities         (22,675)              (8,093)            (27,732)            (58,500)
                                     ------------------   -----------------   -----------------   ------------------
Net Cash Provided by (Used in)
   Operating Activities............          (17,221)              46,245              60,621              89,645
Cash Flows Provided by (Used in)
   Investing Activities............             (888)              43,199             (75,855)            (33,544)
Cash Flows Provided by (Used in)
   Financing Activities............           16,557              (89,444)             24,786             (48,101)
                                     ------------------   -----------------   -----------------   ------------------
Net Increase (Decrease) in Cash and
   Cash Equivalents................           (1,552)                   -               9,552               8,000
Cash and Cash Equivalents:
   Beginning of Period.............            1,552                    -              63,337              64,889
                                     ------------------   -----------------   -----------------   ------------------
   End of Period...................    $           -        $           -       $      72,889       $      72,889
                                     ==================   =================   =================   ==================

1999
Cash Flows from Operating Activities
   Net Income (Loss)...............    $      13,233        $     (69,010)      $     (25,274)      $     (81,051)
   Adjustments to reconcile net
     Income (Loss) to net cash from
     operating activities..........          (27,262)              69,613              71,357             113,708
   Changes in assets and liabilities          14,793               34,908              (6,588)             43,113
                                     ------------------   -----------------   -----------------   ------------------
Net Cash Provided by Operating
   Activities......................              764               35,511              39,495              75,770
Cash Flows Used in Investing
   Activities......................                -               (9,124)             (4,879)            (14,003)
Cash Flows Used In Financing
   Activities......................             (764)             (26,387)            (12,532)            (39,683)
                                     ------------------   -----------------   -----------------   ------------------
Net Increase in Cash and Cash
   Equivalents.....................                -                    -              22,084              22,084
Cash and Cash Equivalents:
   Beginning of Period.............                -                    -              10,706              10,706
                                     ------------------   -----------------   -----------------   ------------------
   End of Period...................    $           -        $           -       $      32,790       $      32,790
                                     ==================   =================   =================   ==================
</TABLE>

                                       11
<PAGE>
                               Ocean Energy, Inc.

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

     The  following  discussion  is  intended  to  assist in  understanding  the
Company's  financial  position,  results  of  operations  and cash flows for the
quarters ended March 31, 2000 and 1999.

     On March 30, 1999,  Ocean Energy,  Inc.  ("Old Ocean") merged with and into
Seagull Energy Corporation  ("Seagull",  the "Merger").  In conjunction with the
Merger,  Seagull  amended its  Articles of  Incorporation  to change its name to
Ocean  Energy,  Inc.  The merger  was  treated  for  accounting  purposes  as an
acquisition of Seagull by Ocean in a purchase business transaction. As such, the
financial  results  presented  here  are  those  of  Ocean  Energy,  Inc.  on  a
stand-alone  basis for the first quarter of 1999 and of the combined company for
the first quarter of 2000.

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

                              Results Of Operations
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                            ---------------------------------------
                                                                                  2000                 1999
                                                                            -----------------     -----------------
<S>                                                                         <C>                   <C>
Oil and gas operations:
Revenues:
  Natural gas.........................................................        $     93,385          $     47,024
  Oil and NGL.........................................................             152,683                58,670
                                                                            -----------------     ----------------
                                                                                   246,068               105,694
                                                                            -----------------     ----------------

Operating expenses....................................................              56,820                45,160
Depreciation, depletion and amortization..............................              78,498                57,171
Impairment of oil and gas properties..................................                   -                28,500
                                                                            -----------------     ----------------
  Operating profit (loss).............................................             110,750               (25,137)
Corporate.............................................................             (10,704)               (6,013)
                                                                            -----------------     ----------------
   Total operating profit (loss)......................................        $    100,046          $    (31,150)
                                                                            =================     ================
</TABLE>

     With the Merger,  the Company  gained new  operations in Egypt,  Russia and
Indonesia  and expanded its  operations  in the U.S.  and Cote  d'Ivoire.  These
expanded  operations,  combined with the recovery of world crude oil and natural
gas prices  which began  during the second  quarter of 1999,  resulted in a $140
million  increase in revenues  during the first  quarter of 2000.  For the first
quarter of 1999, Seagull on a stand-alone basis recorded revenues of $57 million
from its oil and gas  operations  and  revenues of $39 million  from its Alaskan
transmission and distribution subsidiary and had production of 19,456 barrels of
oil per day and 277 MMcf of gas per day.  During  the first  quarter of 1999 the
Company  recorded  impairments  of oil and gas properties in the amount of $28.5
million related to the sale of the Canadian  subsidiary on April 15, 1999. These
factors combined to improve total operating profit by $131 million for the first
quarter of 2000 compared to the first quarter of 1999.

                                       12

<PAGE>
                               Ocean Energy, Inc.

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

                             Oil and Gas Operations

     Revenues - Natural gas revenues  almost  doubled for the three months ended
March 31,  2000,  totaling  $93 million as compared to $47 million for the three
months ended March 31, 1999.  This increase is primarily due to production  from
properties  acquired  in the Merger and to higher  average  gas prices  realized
during the period.  The average  realized price for natural gas increased 46% to
$2.46 per Mcf in the first  quarter  of 2000 as  compared  to $1.68 in the first
quarter of 1999.  Daily natural gas production for the first quarter of 2000 was
417 MMcf, an increase of 34% over 1999 volumes due primarily to the  acquisition
of  producing  properties  in the  Merger,  partially  offset by the sale of the
Canadian  subsidiary  in the first  quarter  of 1999 and by the sale of  certain
other non-core producing properties during 1999.

     Oil  revenues  reached  $153  million for the three  months ended March 31,
2000,  an  increase of 160% over  revenues  of $59 million for the three  months
ended March 31, 1999.  This increase is the result of production from properties
acquired in the Merger and an increase in the average  realized oil price during
the period.  The average  realized  price for oil increased by almost $13.00 per
barrel to $22.99 for the first  quarter of 2000 compared to $10.04 for the first
quarter of 1999.  Daily oil  production  increased  12% to 73 MBbl for the first
quarter of 2000 as compared to 65 MBbl for the first quarter of 1999.

     Oil and gas revenues for the quarters  ended March 31, 2000 and 1999,  have
decreased by $20 million and $5 million, respectively, as a result of derivative
contracts and a prepaid crude oil sales contract.

                                       13

<PAGE>

                               Ocean Energy, Inc.

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

<TABLE>
<CAPTION>
                                                    Operating Data

                                    Net Daily Natural Gas Production (1)         Net Daily Oil and NGL Production (1)
                                        Three Months Ended March 31,                 Three Months Ended March 31,
                                  -----------------------------------------    ------------------------------------------
                                        2000                    1999                 2000                    1999
                                  -----------------       -----------------    -----------------       ------------------
<S>                               <C>                     <C>                  <C>                     <C>
Production:
   Domestic...................              374.3                   251.5               32,808                   39,811
   Equatorial Guinea..........                  -                       -               21,300                   19,400
   Cote d'Ivoire..............               32.5                    23.5                4,568                    4,489
   Egypt......................                 .6                       -                9,446                        -
   Other International(2).....                9.4                    36.0                4,873                    1,233
                                  -----------------       -----------------    -----------------       ------------------
Total.........................              416.8                   311.0               72,995                   64,933
                                  =================       =================    =================       ==================

 Average Prices:
    Domestic..................        $     2.43              $     1.65           $    27.85              $     11.03
    Equatorial Guinea.........        $        -              $        -           $    26.35              $     11.28
    Cote d'Ivoire.............        $     2.01              $     1.83           $    23.74              $      9.88
    Egypt.....................        $     5.06              $        -           $    26.16              $         -
    Other International(2)....        $     3.35              $     1.54           $    18.36              $     11.10
    Weighted Average..........        $     2.42              $     1.65           $    26.30              $     11.03
   Weighted Average
    Prices
    including Hedging
    Activities and Prepaid            $     2.46              $     1.68           $    22.99              $     10.04
    Crude Oil Sales Contract..
</TABLE>

(1)  Natural gas is stated in MMcf and $ per Mcf.  Oil and NGL are stated in Bbl
     and $ per Bbl.

(2)  Other  International  includes  primarily  Russia and Indonesia in 2000 and
     Canada in 1999.

     Operating  Expenses  -  Operating  expenses  per  BOE  remained  relatively
unchanged at $4.38 per BOE for the first  quarter of 2000  compared to $4.30 per
BOE for the first  quarter  of 1999.  Total  operating  expenses  increased  $12
million,  or 27%, to $57 million for the three  months ended March 31, 2000 from
$45 million for the comparable  1999 period.  This increase is attributable to a
23% increase in production volumes from the acquisition of additional  producing
properties in the Merger,  as well as from  increased  production  from existing
properties, partially offset by the property sales discussed earlier.

     Depreciation,  Depletion  and  Amortization  Expense - Total  depreciation,
depletion and amortization  (DD&A) expense for oil and gas operations  increased
37%, to $78 million for the three months ended March 31, 2000,  from $57 million
for the  comparable  1999 period  primarily  due to increased  production.  DD&A
expense per BOE related to oil and gas operations  rose $0.61,  or 11%, to $6.05
per BOE for the  quarter  ended  March  31,  2000,  from  $5.44  per BOE for the
comparable period in 1999. The higher DD&A expense per BOE for the first quarter
of 2000 is  primarily  attributable  to the  effects of the Merger and  property
sales on the geographic mix of production.

                                       14
<PAGE>

                               Ocean Energy, Inc.

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

     Impairment of Oil and Gas Properties - During the first quarter of 1999 the
Company  recorded  an  impairment  of oil and gas  properties  of $28.5  million
related primarily to the sale of the Canadian subsidiary.

     General and Administrative  Expenses - General and administrative  expenses
increased $4 million, or 80%, to $9 million for the three months ended March 31,
2000 from $5 million in the comparable 1999 period.  Approximately $3 million of
this  increase is due to expense  relating to  compensation  plans that are tied
directly to the market price of the Company's common stock.

                                      Other

     Interest  Expense - Interest expense  decreased 24%, or $6 million,  to $19
million  for the three  months  ended  March 31,  2000 from $25  million  in the
comparable  1999  period.  This  decrease  is the result of the  Company's  debt
reduction  program  undertaken  subsequent  to the  Merger  in  1999  and to the
increase in the amount of interest  capitalized during the first quarter of 2000
($12  million in 2000 as opposed to $7 million in 1999) due to the  increase  in
the level of capital expenditures.

     Merger and Integration  Costs - Merger and integration  costs of $3 million
relating  primarily to  severance  costs were  recorded in the first  quarter of
2000.  Costs of $41  million  were  recorded  in the first  quarter  of 1999 and
consisted primarily of Old Ocean's severance costs ($21 million),  the write-off
of certain  costs  relating to Old Ocean's  information  technology  system ($14
million)  and  compensation  expense  related  to the  vesting  of  Old  Ocean's
restricted stock ($6 million).

     Income Tax  Expense  (Benefit)  - Income tax  expense  of $35  million  was
recognized  for the three months ended March 31, 2000,  compared to a benefit of
$15 million for the three  months ended March  31,1999.  The change is primarily
the result of three factors:  (i) significant  improvement in operating results;
(ii)  changes in the nature of deferred  tax assets and  liabilities  due to the
Merger and  subsequent  asset  sales;  and (iii) the  relative  significance  of
international operating results and taxes to the Company's total results.


                         Liquidity and Capital Resources

     Liquidity - With the Merger,  the Company had incurred nearly $2 billion in
debt as of March 31, 1999. One of management's  goals for 1999 was the reduction
of these high debt levels.  Using  proceeds  from asset sales and from a prepaid
crude oil sales  contract,  debt was reduced to $1.3 billion at the end of 1999.
As of March 31, 2000, the Company's debt was $1.3 billion.

     Concurrent  with the closing of the Merger on March 30,  1999,  the Company
entered into new credit facilities (the "Credit  Facilities") which combined the
existing credit facilities of both Old

                                       15
<PAGE>
                               Ocean Energy, Inc.

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

Ocean and Seagull. As of March 31, 2000, the Credit Facilities consist of a $500
million  five-year  revolving  facility  and a renewable  $200  million  364-day
facility.  The Credit  Facilities bear interest,  at the Company's  option, at a
competitive  bid or LIBOR or prime rates plus  applicable  margins  ranging from
zero to 1.7%. As of March 31, 2000,  borrowings  outstanding  against the Credit
Facilities  totaled  $275  million,  and Letters of Credit  totaled $45 million,
leaving $380 million of available credit.

     The Company's  debt to total  capitalization  ratio has decreased to 57% at
March 31, 2000, from 58% at December 31, 1999, and 68% at March 31, 1999.

     Effects  of  Leverage  -  The  Company  has  outstanding   indebtedness  of
approximately  $1.3  billion  as of  March  31,  2000.  The  Company's  level of
indebtedness has several important effects on its future  operations,  including
(i) a substantial  portion of the Company's  cash flow from  operations  must be
dedicated  to the  payment  of  interest  on its  indebtedness  and  will not be
available  for other  purposes,  (ii) the  covenants  contained  in the  various
indentures  require the Company to meet  certain  financial  tests,  and contain
other  restrictions  that limit the Company's ability to borrow additional funds
or to dispose of assets and may affect the  Company's  flexibility  in  planning
for, and reacting to, changes in its business,  including  possible  acquisition
activities and (iii) the Company's ability to obtain additional financing in the
future for working capital,  expenditures,  acquisitions,  general  corporate or
other purposes may be impaired.


                              Capital Expenditures
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                          -------------------------------------------
                                                                                2000                     1999
                                                                          ------------------       ------------------
<S>                                                                       <C>                      <C>
Oil and Gas Operations:
  Leasehold acquisitions.............................................        $    15,424              $     3,899
  Exploration costs..................................................             48,757                    8,991
  Development costs..................................................             56,973                   36,019
                                                                          ------------------       ------------------
                                                                                 121,154                   48,909
Corporate............................................................              2,330                    2,817
                                                                          ------------------       ------------------
Total Capital Expenditures...........................................        $   123,484              $    51,726
                                                                          ==================       ==================
</TABLE>

     The  Company's  capital  expenditure  budget  for  2000 is  expected  to be
approximately  $500 million  (excluding  proved property  acquisitions).  Actual
capital spending may vary from the capital  expenditure budget. The Company will
evaluate its level of capital  spending  throughout the year based upon drilling
results, commodity prices, cash flows from operations and property acquisitions.

    The  Company  makes,  and  will  continue  to  make,   substantial  capital
expenditures  for the  acquisition,  exploration,  development,  production  and
abandonment  of its oil and natural gas

                                       16
<PAGE>

                               Ocean Energy, Inc.

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

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 capital  expenditures  for the year 2000 primarily with funds
provided by operations.

     The  ability of the  Company to satisfy its  obligations  and fund  planned
capital expenditures will be dependent upon its future performance.  Such future
performance is subject to many conditions that are beyond the Company's control,
particularly oil and gas prices,  and the Company's ability to obtain additional
debt and equity financing, if necessary.  The Company currently expects that its
cash flow from operations and availability  under the Credit  Facilities will be
adequate to execute its business plan for the year 2000.  However,  no assurance
can be given that the Company will not experience  liquidity  problems from time
to time or on a long-term  basis. If the Company's cash flow from operations and
availability  under the Credit Facilities are not sufficient to satisfy its cash
requirements, there can be no assurance that additional debt or equity financing
will be available to meet its requirements.

Accounting Pronouncements

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments  and Hedging  Activities.  This statement  establishes  standards of
accounting for and disclosures of derivative instruments and hedging activities.
This statement,  as amended,  is effective for fiscal years beginning after June
15, 2000.  While the Company has not yet completed its  evaluation of the impact
of this  statement,  the  Company  does not believe  the  statement  will have a
significant  impact on its results of  operations as it expects that its current
derivative activities would continue to qualify under hedge accounting.

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"),  million cubic
feet  ("MMcf") or billion cubic feet ("Bcf").  Oil,  condensate  and natural gas
liquids ("NGL") are stated in barrels  ("Bbl"),  thousand barrels  ("MBbl"),  or
million  barrels  ("MMBbl").  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

                                       17
<PAGE>
                               Ocean Energy, Inc.

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


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

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

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

-  Risks incident to the drilling and operation of oil and gas wells;
-  Future production and development costs;
-  The effect of existing and future laws and regulatory actions;
-  The political and economic climate in the foreign jurisdictions
   in which the Company conducts oil and gas operations;
-  The effect of changes in commodity prices, hedging activities and
   conditions in the capital markets; and
-  Competition from others in the energy industry.

                                       18

<PAGE>

                               Ocean Energy, Inc.

Item 3.       Quantitative and Qualitative Disclosures About Market Risks

     To mitigate a portion of its exposure to fluctuations in commodity  prices,
the Company has entered into various  derivative  financial  instruments for its
oil and natural gas  production for the remainder of 2000 and for 2001. See Note
4 to the Company's Consolidated Financial Statements for a discussion of hedging
activities  during the first quarter of 2000. To calculate the potential  effect
of the derivative  contracts on revenues,  the Company applies the average NYMEX
oil and gas strip prices for the  remainder of 2000 and for 2001 to the quantity
of the Company's oil and gas production  hedged as of March 31, 2000. Using this
calculation,  the estimated  potential effect of the derivatives contracts is an
approximate  $29 million net decrease in revenues for the  remainder of the year
2000 and an  approximate  $14  million  net  decrease  for 2001.  Assuming a 10%
decrease  in oil  and  gas  prices,  the  potential  effect  of the  derivatives
contracts  would be an  approximate  $1 million  increase  in  revenues  for the
remainder of 2000 and an  approximate $3 million  decrease for 2001.  Assuming a
10%  increase in oil and gas prices,  the  potential  effect of the  derivatives
contracts  would be an  approximate  $60 million  decrease  in revenues  for the
remainder of 2000 and an  approximate  $25 million  decrease for 2001.

     The Company also evaluated the potential  effect that  reasonably  possible
near term changes in interest rates may have on the Company's Credit Facilities.
Debt outstanding under the Credit Facilities represents approximately 21% of the
Company's  total debt as of March 31, 2000 and is the only  floating  rate debt.
Based upon the balances outstanding as of March 31, 2000 and assuming no changes
in the  amount of debt  outstanding,  the  potential  effect on annual  interest
expense of a 10%  increase or decrease in  interest  rates is  approximately  $2
million.


Part II. Other Information

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

     None during the first quarter of 2000.

                                       19

<PAGE>


                               Ocean Energy, Inc.

Item 6.       Exhibits and Reports on Form 8-K

(a)  Exhibits:

<TABLE>
<CAPTION>
<S>                <C>
  * 4.1            First  Amendment  to Revolving  Credit  Agreement,  dated as of February 29, 2000,  by and among the
                   Company,  Bank of America, N.A. as Syndication Agent, Bank One, Texas, N.A., as Documentation Agent,
                   Societe  Generale,  Southwest Agency and Bank of Montreal,  as Managing Agents,  The Chase Manhattan
                   Bank,  as  Auction  Administrative  Agent,  and  Chase  Bank  of  Texas,  National  Association,  as
                   Administrative Agent.

  * 4.2            First  Amendment  to 364-Day  Credit  Agreement,  dated as of February  29,  2000,  by and among the
                   Company,  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.

 * 27.1            Financial Data Schedule.
</TABLE>

*  Filed herewith.

(b)  Reports on Form 8-K:  On February  23,  2000,  the Company  filed a Current
     Report on Form 8-K dated February 23, 2000 containing the Company's current
     estimates of its operating statistics for the year ended December 31, 2000.
     The item reported in such Current Report was Item 5 (Other Events).

                                       20


<PAGE>

                                   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:         May 12, 2000


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

                Date:        May 12, 2000

                                       21

<PAGE>
                               OCEAN ENERGY, INC.
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
<S>                <C>
  * 4.1            First  Amendment  to Revolving  Credit  Agreement,  dated as of February 29, 2000,  by and among the
                   Company,  Bank of America, N.A. as Syndication Agent, Bank One, Texas, N.A., as Documentation Agent,
                   Societe  Generale,  Southwest Agency and Bank of Montreal,  as Managing Agents,  The Chase Manhattan
                   Bank,  as  Auction  Administrative  Agent,  and  Chase  Bank  of  Texas,  National  Association,  as
                   Administrative Agent.

  * 4.2            First  Amendment  to 364-Day  Credit  Agreement,  dated as of February  29,  2000,  by and among the
                   Company,  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.

 * 27.1            Financial Data Schedule.
</TABLE>

*  Filed herewith.

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