SECOND AMENDMENT
                                     TO THE

                               OCEAN ENERGY, INC.
                          1994 LONG-TERM INCENTIVE PLAN

     WHEREAS,  there is reserved to the Board of Directors of Ocean Energy, Inc.
in  Section 7 of the Ocean  Energy,  Inc.  1994  Long-Term  Incentive  Plan (the

"Plan") the right to amend the Plan;

                  NOW, THEREFORE,  as of the effective date of the Ocean Energy,
Inc. 1998 Long-Term Incentive Plan, the Plan is hereby amended as follows:

         1.       Section 6(i)(iii)(C) is amended to read as follows:

                  "Notwithstanding anything in the Plan or in an Award Agreement
                  to  the  contrary,  Non-Qualified  Stock  Options  (including,
                  without limitation,  that portion of any Option denominated as
                  an  Incentive  Stock  Option  which  does  not  qualify  as an
                  incentive  stock option under  Section 422 of the Code) may be
                  transferred   by  the  optionee  to  one  or  more   permitted
                  transferees;  provided that (i) there may be no  consideration
                  given for such transfer, (ii) the optionee (or such optionee's
                  estate or  representative)  shall remain  obligated to satisfy
                  all  employment  tax and  other  withholding  tax  obligations
                  associated with the exercise of the transferred Options, (iii)
                  the  optionee  shall  notify the Company in writing  that such
                  transfer  has  occurred,  the  identity  and  address  of  the
                  permitted  transferee  and the  relationship  of the permitted
                  transferee  to the optionee,  and (iv) such transfer  shall be
                  effected pursuant to transfer  documents approved from time to
                  time by the Company.  Any permitted transferee may not further
                  assign or transfer the  transferred  Option  otherwise than by
                  will or the laws of descent and  distribution.  Following  any
                  permitted  transfer,  any such  Options  shall  continue to be
                  subject to the same terms and conditions as were applicable to
                  the Option  immediately  prior to the transfer,  provided that
                  the term  "optionee"  as used in the Plan  shall be  deemed to
                  refer also to each permitted  transferee where required by the
                  context.  A  transferred  Option  may only be  exercised  by a
                  transferee to the same extent such Option could, at such time,
                  be exercised by the optionee "but for" such transfer. The term
                  "permitted   transferees"  shall  mean  one  or  more  of  the
                  following:  (i)  any  member  of  the  optionee's  immediately
                  family;  (ii) a trust established for the exclusive benefit of
                  one or  more  members  of  such  immediately  family;  (iii) a
                  partnership in which such  immediately  family members are the
                  only partners;  or (iv) any other person approved from time to
                  time by the Committee.  The term "immediate family" is defined
                  for  such  purpose  as  spouses,  children,  stepchildren  and
                  grandchildren, including relationships arising from adoption."

                  Except as amended  by this  Second  Amendment,  the Plan shall
continue without interruption or change.

                  Dated: March 27, 1998