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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 1O-Q/A

(Mark One)

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


                       FOR THE QUARTER ENDED JUNE 30, 2002

                                       OR

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


                         Commission file number: 1-8094

                               OCEAN ENERGY, INC.
             (Exact name of registrant as specified in its charter)

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


            1001 FANNIN STREET, SUITE 1600, HOUSTON, TEXAS 77002-6794
               (Address of principal executive offices)    (Zip code)


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

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

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

As of July 25, 2002, 175,896,977 shares of Common Stock, par value $0.10 per
share, were outstanding.


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                                EXPLANATORY NOTE

         On July 30, 2002, Ocean Energy, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") its quarterly report on Form 10-Q
for the period ended June 30, 2002 (the "Form 10-Q"). On the same day, the
President signed into law the Sarbanes-Oxley Act of 2002, H.R. 3763 (the "Act").
On August 1, 2002, the Company and its principal executive and principal
financial officers complied with the separate certification requirements
mandated by SEC Order 4-460 (dated June 27, 2002), by submitting such
certifications to the SEC, filing a current report on Form 8-K with the SEC and
making such certifications available on the Company's web site. The
Sarbanes-Oxley legislation, which took effect on July 30, 2002, requires that
each periodic report containing financial statements filed by an issuer with the
SEC pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (the "34 Act") be accompanied by a written statement of the issuer's chief
executive officer and chief financial officer certifying certain matters. Due to
the timing of the Company's filing prior to the publication of the effectiveness
of the Act, the Company filed its Form 10-Q without the written statements of
its chief executive and chief financial officers required by the Act. The
Company is filing this amendment to the Form 10-Q solely for purposes of
incorporating the statements of its chief executive and chief financial officers
required by the Act.

PART II. -- OTHER INFORMATION

         The Company hereby amends Item 6(a) of its Form 10-Q to include the
following additional exhibits.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

 (a)  Exhibits:

        99.1    Certification of Chief Executive Officer of Ocean Energy, Inc.
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002.

        99.2    Certification of Chief Financial Officer of Ocean Energy, Inc.
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002.




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                               OCEAN ENERGY, INC.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       OCEAN ENERGY, INC.



                                       By: /s/ William L. Transier
                                          --------------------------
                                          William L. Transier
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Financial Officer)



                                       Date: August 14, 2002



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



                                       Date: August 14, 2002




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                                 EXHIBIT INDEX

  Exhibit No.     Description
  -----------     -----------
     99.1         Certification of Chief Executive Officer of Ocean Energy, Inc.
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.

     99.2         Certification of Chief Financial Officer of Ocean Energy, Inc.
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002.