---

Securities and Exchange CommissionWashington, D.C. 20549

Form
10K/A

(Mark One)

XANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                         

SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 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. Employerincorporation or organization)      
     Identification No.)

1001 Fannin, Suite 1600, Houston, Texas
77002-6794(Address of principal executive offices)
                   
   (Zip code)(713) 2656000(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b)
of the Act:

Name of each exchange on  
Title of each class         
       which registered
Common Stock, par value $.10 per share
     New York Stock
Exchange      Preferred Stock Purchase Rights      
     New York Stock Exchange

Securities registered
pursuant to Section 12(g) of the Act: None

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 [ ]

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK
is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10K or any amendment to this Form 10K. [X]

Indicate
by check mark whether the  registrant  is an  accelerated  filer (as defined in Rule
12b2 of the  Act). Yes [X] No [ ]

As
of April 15, 2003, approximately 177,838,477 shares of Common Stock, par value
$0.10 per share, were outstanding.  As of June 28, 2002, the aggregate market value of the outstanding
shares of Common Stock of the Company held by nonaffiliates (based on the
closing price of these shares on the New York Stock Exchange) was approximately
$3.8 billion. For purposes of determining the above amount, all directors and
executive officers are considered affiliates.

Documents
Incorporated by ReferenceNone.

---

Ocean
Energy, Inc.

Table of Contents

|                                                                          | Page
|------------------------------------------------------------------------- | ----
|Part III                                                                  |     
|                                                                         
|Item 10.   Directors and Executive Officers of the Registrant             |     
|Item 11.   Executive Compensation                                         |     
|Item 12.   Security Ownership of Certain Beneficial Owners and Management
|and Related Stockholder Matters                                           |     
|Item 13.   Certain Relationships and Related Transactions                 |     
|                                                                         
|Part IV                                                                   |     
|Item 15.   Exhibits                                                       |     
|Signatures                                                                |     
|Certifications                                                            |     
|Index to Exhibits                                                         |     

(i)

---

# Ocean
Energy, Inc.

Explanatory
Note

This
Amendment to the Form 10K originally filed by Ocean Energy, Inc. (the
Company) on March 7, 2003 is being filed to provide information
required by Part III of Form 10K. On February 23, 2003, the Company, Devon
Energy Corporation (Devon) and Devon Newco Corporation
(MergerSub) entered into an Agreement and Plan of Merger that
provides for the merger of MergerSub into the Company (the Merger).
A special meeting of stockholders of the Company will be held on April 25, 2003
to consider and approve the Merger. In the event the Merger is approved and
completed as anticipated, no annual meeting of stockholders for the Company will
be held in 2003, and no definitive proxy statement will be distributed or filed.
Consequently, the Company is filing this Amendment to supply the information
that would otherwise have been included in the definitive proxy statement
relating to its 2003 annual meeting of stockholders and incorporated by
reference in its Form 10K. Additional information about the effect of the
Merger on the Company is available in the joint proxy statement/prospectus, as
amended, relating to the special meeting of stockholders that was first mailed
to stockholders of the Company on March 24, 2003 and in the Form 10K, both of
which are available on the Companys website at www.oceanenergy.com.

# Part
III

Item 10.
Directors and Executive Officers of the Registrant

Directors
of the Company

J.
Evans  Attwell,  age 72, has been a Director of the Company  since 1974.  Mr.  Attwell is
the retired  managing  partner of  Vinson & Elkins L.L.P.

John
B. Brock,  age 70, was a Director of certain of the  Companys  predecessor  entities
from 1989 until his  election as a  Director of the Company in March 1999.  Mr. Brock is
also a Director of Southwest  Bank of Texas,  Southwest  Bancorporation  of Texas,  Inc.,
St.  Luke's  Episcopal  Health  System and St.  Lukes  Episcopal  Hospital.  Mr. Brock
served as Chairman of the Board of Ocean  Energy,  Inc.  (Old OEI) from March
1998 until March 1999,  when Old OEI was merged into the  Company.  He also served as
Chairman of  the Board of United  Meridian  Corporation  ("UMC") from 1995 to
March 1998,  when UMC was merged into Old OEI. From 1989 to 1998,  Mr.  Brock held a
variety of positions with UMC, including President and Chief Executive Officer from 1992
to March 1998.

Milton
Carroll,  age 52, has been a Director of the Company since 1997.  Mr.  Carroll was
appointed  Chairman of the Board of  Directors  of  CenterPoint  Energy,  Inc. in 2002.
He has served as Chairman of the Board and Chief  Executive  Officer of  Instrument
Products, Inc. since 1977.  He also serves as a Director of Health Care Service
Corporation and TEPPCO Partners, LP.

Thomas
D.  Clark,  Jr., age 62, was a Director  of a  predecessor  entity  from 1997 until his
election  as a Director  of the  Company in March 1999.  Dr. Clark holds the E. G.
Schlieder  Chair of  Information  Science at Louisiana  State  University.  Dr. Clark
served as the Dean of the  College  of  Business  Administration  and held the  Ourso
Distinguished  Professor  of  Business  Chair at  Louisiana State University from 1995
until 2002.

Peter
J. Fluor,  age 55, has been a Director of the Company since 1980.  Mr. Fluor has served
as Chairman and Chief  Executive  Officer of Texas Crude Energy,  Inc., a private oil and
gas company,  since January 2001.  From 1997 through 2000, he was President and  Chief
Executive Officer of Texas Crude.  He also serves as Lead Independent Director of Fluor
Corporation.

1

---

# Ocean
Energy, Inc.

Barry
J. Galt,  age 69, has been a Director of the  Company  since  1983.  Mr. Galt also serves
as a Director of Dynegy  Inc.,  StanCorp  Financial  Group,  Inc.,  Trinity  Industries,
Inc. and Friede Goldman Halter,  Inc. Mr. Galt served as Vice Chairman of the  Company
from January 1999 to March 1999 and as Chairman of the Board of the Company from 1983 to
December 1998.

James
T. Hackett,  age 49, is the Chairman of the Board,  President and Chief  Executive
Officer of the Company.  Mr. Hackett  served as Chairman of the Board of the  Company
from  January  1999 to March 1999 prior to the  Company's  merger with Old OEI and was
renamed Chairman of the Board in January 2000. Mr. Hackett is also a Director of Fluor
Corporation,  Kaiser Aluminum Corp., New Jersey  Resources  Corporation and TempleInland
Inc. Mr. Hackett has been a Director of the Company since 1998. Prior to joining the
Company,  he served as Group  President of the Energy  Services  division of Duke Energy
from June 1997 through  September  1998,  following  the  merger of Duke Power Company
and PanEnergy Corporation.

Wanda
G.  Henton,  age 51, has been a Director  of the Company  since May 2001.  Ms.  Henton is
the Chair and Chief  Executive  Officer of Lloyd Bridge Advisory Corp.

Robert
L. Howard, age 66, has been a Director of the Company since 1999 and served as a
Director of one of the Companys predecessor entities between 1996 and
1999. Mr. Howard retired in 1995 from his position as Vice President of Domestic
Operations, Exploration and Production, of Shell Oil Company. He is also a
Director of Southwestern Energy Company and McDermott International
Incorporated.

Elvis
L. Mason,  age 69, was a Director of certain of the  Company's  predecessor  entities
from 1987 until his election as a  Director of the Company in March 1999. Mr. Mason is a
Principal of Elvis Mason & Associates,  Inc.  Consulting  and Advisory  Services.  Mr.
Mason served as Chairman of the Board of Directors of San Jacinto  Holdings,  Inc. from
1991 to 1999 and served as Managing Partner  of Mason Best  Company,  L.P.,  a  merchant
banking  firm,  from 1984 to 1998.  He served as Chief  Executive  Officer of San
Jacinto  Holdings,  Inc.  from 1991 to March 1999 and  Safeguard  Business  Systems Inc.
from August 1997 to March 1999 and from 1992 to October  1996.

Charles
F.  Mitchell,  M.D.,  age 54,  has been a  Director  of the  Company  from 1999 and served
as a Director  of one of the  Company's  predecessor  entities between 1995 and 1999. Dr.
Mitchell, a physician and surgeon, has been a Senior Partner of ENT Medical  Center in
Baton Rouge, Louisiana since 1985. Dr. Mitchell is involved in numerous private
investments.

David
K. Newbigging,  age 69, was a Director of certain of the Company's  predecessor entities
from 1987 until his election as a Director of the Company in March 1999. Mr.  Newbigging is
Chairman of Friends  Provident plc,  Faupel Trading Group plc,  Thistle Hotels  plc, and
Deputy  Chairman of Benchmark  Group plc. Mr.  Newbigging  is also a director of Merrill
Lynch & Co., Inc. and PACCAR Inc. Mr.  Newbigging  has served as Chairman of Faupel
Trading  Group plc since January 1994,  and as Chairman of Equitas  Holdings  Limited and
Equitas  Reinsurance  Limited from December 1995 to October 1998, and Equitas Limited
from March 1996 to October 1998. He was appointed  Chairman of Thistle Hotels plc in
March 1999.

Dee
S. Osborne, age 72, has been a Director of the Company since 1983.  He is President of
Crest Investment Company.

2

---

# Ocean
Energy, Inc.

Executive
Officers of the Company

For
information concerning James T. Hackett, Chairman of the Board, President and
Chief Executive Officer of the Company, please see Directors of the
Company.

Robert
K. Reeves, age 45, has been Executive Vice President, General Counsel and
Secretary of the Company since March 1999. Mr. Reeves was Executive Vice
President, General Counsel and Secretary of Old OEI from June 1997 to March 1999
and Senior Vice President, General Counsel and Secretary of Old OEI from May
1994 to June 1997.

John
D. Schiller, Jr., age 43, was elected to the position of Executive Vice
President, Exploration and Production of the Company in March 2002. He had
previously served as Executive Vice President, Operations since 2000 and Senior
Vice President, North America Onshore and International Operations from 1999 to
2000. Mr. Schiller served as Senior Vice President, Operations of Seagull Energy
Corporation from 1998 until the merger of Seagull and the Company. Before he
joined Seagull, Mr. Schiller was employed for 13 years by Burlington Resources,
most recently as Production Manager  Gulf Coast Division from 1997 to 1998
and Engineering Manager  Offshore Division from 1994 to 1997.

William
L. Transier, age 48, has been Executive Vice President and Chief Financial
Officer of the Company since March 1999. Mr. Transier was Executive Vice
President and Chief Financial Officer of Seagull from September 1998 to March
1999 and Senior Vice President and Chief Financial Officer of Seagull from May
1996 to September 1998.  Mr. Transier also serves as a Director of Reliant Resources, Inc. and Cal Dive International, Inc.

Robert
L. Thompson, age 56, has been Vice President and Controller of the Company since
January 2001. Mr. Thompson was a Senior Consultant with Cambridge Energy
Research Associates from January 2000 to January 2001; a member of the merger
transition team of Kerr McGee Corp. from February 1999 to December 1999; Vice
President, Planning and Controller of Oryx Energy Company (Oryx)
from September 1997 to February 1999; and Comptroller and Corporate Planning
Director of Oryx from January 1995 to September 1997.

Section
16(a) Beneficial Ownership Reporting Compliance

Section
16(a) of the Securities Exchange Act of 1934 requires the Companys
officers, directors and persons who own more than 10% of the Common Stock to
file reports of ownership and changes in ownership concerning the Common Stock
with the Securities and Exchange Commission (SEC) and to furnish the
Company with copies of all Section 16(a) forms they file. Based upon the
Companys review of the Section 16(a) filings that have been received by
the Company, the Company believes that all filings required to be made under
Section 16(a) during 2002 were timely made.

3

---

# Ocean
Energy, Inc.

Item
11. Executive Compensation

# Summary
Compensation Table

The
following table sets forth the annual and longterm compensation for services in
all capacities to the Company for the fiscal years ended December 31, 2002, 2001
and 2000, of the Chief Executive Officer and each of the other four most highly
compensated executive officers for 2002 (together with the Chief Executive
Officer, the Named Officers).

|                              | Annual Compensation | LongTerm Compensation Awards
|----------------------------- | ------------------- | -----------------------------
|                             
|
|
|
|
|                             
|                              |                     |                              
|James T. Hackett              |                     |                              
|Chairman of the Board,        |                     |                              
|President and Chief Executive |                     |                              
|Officer                       |                     |                              
|                              |                     |                              
|John D. Schiller, Jr.         |                     |                              
|Executive Vice President      |                     |                              
|Exploration & Production      |                     |                              
|                              |                     |                              
|William L. Transier           |                     |                              
|Executive Vice President and  |                     |                              
|Chief Financial Officer       |                     |                              
|                              |                     |                              
|Robert K. Reeves              |                     |                              
|Executive Vice President,     |                     |                              
|General Counsel and Secretary |                     |                              
|                              |                     |                              
|Robert L. Thompson(4)         |                     |                              
|Vice President and Controller |                     |                              
|                              |                     |                              
|                              |                     |                              

|(1) |  | The
restricted stock included in the table  represents the fair market value of the entire
restricted stock award on the date of  grants.  The Company  currently pays dividends on
its common stock. The following  restricted stock grants were made during 2002:  Mr.
Hackett  225,000 shares;  Mr. Schiller  75,000 shares;  Mr. Transier  75,000 shares;
Mr. Reeves  45,000 shares;  and Mr.  Thompson  10,000  shares.  All restricted  stock
grants in 2002 were made on January 2, 2002.  All restricted  stock grants have
restrictions  that lapse in equal  annual  increments  during the three year  period
following  the grant date except for 25,000  shares granted to Mr. Hackett that vested on
January 3, 2002. However,  the Company anticipates that the Merger will be completed  and
at the effective time of the Merger,  all  restrictions  on restricted  stock will lapse
and each share of Ocean common stock  will be exchangeable  for 0.414 of a share of Devon
common stock.  The following is the aggregate  number of shares of unreleased  restricted
stock and its value at December 31, 2002 for each of the listed  officers:  Mr.  Hackett
 313,334  shares  valued at  $6,257,280;  Mr. Schiller  120,083 shares valued at
$2,398,058; Mr. Transier  126,333 shares valued at $2,522,870; Mr. Reeves   74,583
shares valued at $1,489,423;  and Mr.  Thompson  12,000 shares valued at $239,640.  The
restricted  stock included in the  table  represents the fair market value of the
restricted  stock granted in 2002 as a result of the performance of the Company in  2001.
On January 2, 2003, the Board of Directors also awarded  restricted stock grants to the
executive officers in the following  amounts:  Mr. Hackett  22,368 shares;  Mr. Reeves 
4,605 shares;  Mr.  Schiller  6,552 shares and Mr. Transier  5,921 shares.  These 2003
restricted  stock grants were based upon the performance of the Company in 2002. The
restrictions on these restricted  stock grants lapsed on January 3, 2003.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

---

# Ocean
Energy, Inc.

|(2) |  | At
the effective  time of the Merger,  all  outstanding  Ocean stock options will vest and
become  options to purchase  shares of  Devon common stock, subject to adjustment for the
0.414 exchange ratio.  No grants of stock appreciation rights have been made.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Amounts
reported under "All Other Compensation"  represent contributions by the Company
to defined contribution plans, relocation  expenses,  parking or car allowances  and
premiums paid on life  insurance  policies,  and,  where  applicable,  amounts paid for
personal use of aircraft  chartered by the Company.  In the case of Mr.  Hackett,  the
amounts  reported  include  annual premium  payments paid by the Company for Mr.
Hackett's  Flexible  Premium  Adjustable Life Insurance policy of $1,390 for 2002, 2001,
and  2000. In the case of Messrs.  Schiller and Transier,  the amounts  reported for 2002
include amounts  forgiven on January 1, 2002  for each,  on July 22, 2002 for Mr.
Schiller  and on July 30, 2002 for Mr.  Transier  pursuant to the terms of Equity
Ownership  Program loans (See "Item 13. Certain  Relationships  and Related
Transactions").  The total amount  forgiven in 2002 was $97,244  for Mr. Schiller
and $76,990 for Mr. Transier.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Mr.
Thompson assumed his position with the Company on January 16, 2001.
|--- |  | -----------------------------------------------------------------------

Aggregated
Option/SAR Exercises in Last Fiscal YearAnd Fiscal YearEnd Option/SAR Values

The
following is information  with respect to options to purchase  common stock under the
Companys stock option plans granted  to the Named Officers and held by them on December
31, 2002.

|                      |  |  | Number of Securities | Value of
|--------------------- |  |  | -------------------- | --------
|
|
|
|
|
|                     
|James T. Hackett      |  |  |                      | 264,678 
|John D. Schiller, Jr. |  |  |                      | 25,000  
|William L. Transier   |  |  |                      | 124,034 
|Robert K. Reeves      |  |  |                      | --      
|Robert L. Thompson    |  |  |                      | 6,666   

|(1) |  | Based
on the closing price on the NYSE Composite Tape for Common Stock on December 31, 2002
($19.97 per  share).
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(2) |  | At
the  effective  time of the Merger,  all  outstanding  options will vest and become
exercisable  for Devon stock subject to the exchange
ratio of 0.414 of a share of Devon common stock for each option to purchase one
share of Company common stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

# Ocean
Energy, Inc.

# Option/SAR
Grants in Last Fiscal Year

The
following is information with respect to grants of options in fiscal 2002
pursuant to the Companys stock option plans to the Named Officers
reflected in the Summary Compensation Table on page 4. No stock
appreciation rights were granted under those plans in fiscal 2002.

|                      | Individual Grants |  | 
|--------------------- | ----------------- |  | 
|                     
|
|
|
|
|
|
|                     
|James T. Hackett      |                   |  | 
|John D. Schiller, Jr. |                   |  | 
|William L. Transier   |                   |  | 
|Robert K. Reeves      |                   |  | 
|Robert L. Thompson    |                   |  | 

|(1) |  | All options were granted on January 2, 2002 at an exercise price of $18.66. All
options vest in onethird increments on the first three anniversaries of the
grant date. At the effective time of the Merger, all options will vest, and each
option will become exercisable for 0.414 of a share of Devon common stock. The
exercise price per share is equal to the closing price of common stock on the
NYSE Composite Tape on the date of grant.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The dollar amounts under these columns represent the potential realizable value
of each grant of options assuming that the market price of common stock
appreciates in value from the date of grant at the 5% and 10% annual rates of
return prescribed by the SEC over the threeyear period of the grant. For any individual whose service is terminated
after the effective time of the Merger and, in connection with
such termination, such individual is eligible to receive severance benefits, such individuals nonqualified
stock options that are exercisable on the date of such individuals termination shall continue to be exercisable
during the oneyear period following such termination. These
calculations are not intended to forecast possible future appreciation, if any,
of the price of common stock.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Compensation
Arrangements

Employment
Agreements

Mr.
Hacketts Employment Agreement.The following description of Mr.
Hacketts employment agreement discusses both the current agreement in
effect between Mr. Hackett and the Company (the Employment Agreement) and
the Employment Agreement, as amended, that will become effective at the
effective time of the Merger (the Amended Employment Agreement). If
the Merger is not consummated as expected, the terms of the Employment Agreement
will continue in effect. The terms of Mr. Hacketts severance agreement are
discussed below.

6

---

# Ocean
Energy, Inc.

Mr.
Hacketts Employment Agreement with the Company was entered into effective
September 16, 1998. Mr. Hacketts base salary was set in the employment
agreement and is reviewed annually by the Organization and Compensation
Committee as provided in the Employment Agreement. Under the terms of Mr.
Hacketts employment agreement, the Committee may increase Mr.
Hacketts salary but not decrease it.The Committee last increased
Mr. Hacketts base salary from $750,000 to $850,000 in 2001. The term of
Mr. Hacketts Employment Agreement is extended automatically for an
additional year on each anniversary of the Employment Agreement, unless
terminated prior to such renewal by either Mr. Hackett or the Company.
Consequently, the remaining term of Mr. Hacketts Employment Agreement
always ranges from two to three years. However, if the Company terminates Mr.
Hacketts employment for cause (as defined in the agreement), or because of
Mr. Hacketts uncorrected material breach of the Employment Agreement, the
Employment Agreement will terminate. Similarly, if Mr. Hackett voluntarily
terminates his employment for reasons other than the Companys uncorrected
material breach of the Employment Agreement, his failure to be reelected to the
positions specified in the Employment Agreement, including as a director, the
assignment of duties materially inconsistent with his positions, or the
relocation of the principal place of his employment by more than 50 miles, the
Employment Agreement will terminate. The Employment Agreement provides for Mr.
Hackett to serve as the Companys President and Chief Executive Officer and
as Chairman of the Companys Board of Directors. The Employment Agreement
also includes noncompetition provisions that apply while Mr. Hackett is
employed by the Company and for two years following a termination of Mr.
Hacketts employment by reason of his disability. During his term of
employment, Mr. Hackett will also receive various club memberships and certain
other personal and businessrelated benefits.

On
February 23, 2003, Mr. Hackett entered into the Amended Employment Agreement
contingent upon the consummation of the proposed Merger and under which Mr.
Hackett will become the President and Chief Operating Officer of Devon at the
effective time of the Merger. Mr. Hacketts Amended Employment Agreement
will continue in effect for a period of five years from the effective time of
the Merger. Under the Amended Employment Agreement, he will suspend his rights
under his Employment Agreement to terminate his employment due to a change in
duties, responsibilities, positions or principal place of employment until May,
2004. Mr. Hackett will move temporarily to Oklahoma City and will be provided
temporary housing in Oklahoma City and transportation to and from Houston. By
May 1, 2004, Mr. Hackett will choose whether to permanently relocate to Oklahoma
City. In the event Mr. Hackett chooses to relocate and continue in his position
as President and Chief Operating Officer of Devon, his amended employment
agreement will continue in effect. In the event Mr. Hackett chooses to terminate
his employment with Devon, he will be entitled to receive retirement benefits
under the Executive Supplemental Retirement Plan, benefits under the Amended
Employment Agreement, and severance payments under the terms of his severance
agreement, which has also been amended in anticipation of the Merger.

The
term of Mr. Hacketts Amended Employment Agreement is for a period of five
years from the effective time of the Merger and is extended automatically for an
additional year on each anniversary of the Amended Employment Agreement, unless
terminated prior to such renewal by either Mr. Hackett or Devon. However, if
Devon terminates Mr. Hacketts employment for cause (as defined in the
agreement), or because of Mr. Hacketts uncorrected material breach of the
Amended Employment Agreement for reasons other than Devons uncorrected
material breach of the Amended Employment Agreement, his failure to be
reelected to the positions specified in the Amended Employment Agreement, the
assignment of duties materially inconsistent with his positions, or the
relocation of the principal place of his employment by more than 50 miles, the
Amended Employment Agreement will terminate. The Amended Employment Agreement
also includes noncompetition provisions that apply while Mr. Hackett is
employed by Devon and for two years following a termination of Mr.
Hacketts employment by reason of his disability. During the term of
employment, Mr. Hackett will also receive various club memberships and certain
other personal and businessrelated benefits.

7

---

# Ocean
Energy, Inc.

Mr.
Schillers Employment Agreement.On March 19, 2003, Mr. Schillers
employment agreement with the Company was amended in anticipation of the Merger.
At the effective time of the Merger, Mr. Schiller will become Vice President
 Exploration and Production of Devon. The amendment has the effect of
suspending until May, 2004 certain changeofcontrol provisions in the agreement
that would otherwise be triggered by the merger and would entitle Mr. Schiller
to terminate his employment and receive a lumpsum cash payment and other
benefits. Upon proper notice, Mr. Schiller may elect to terminate his employment
on May 1, 2004 and receive severance payments. In the event of his termination
for other than misconduct or disability during the term of his amended
employment agreement, Mr. Schiller shall receive severance benefits of three
times his base salary, three times his average bonus for the last two years and
accident and group health insurance reduced by actual benefits received under a
comparable policy provided by another employer.

In
the event the Merger is not consummated, Mr. Schillers existing employment
agreement with the Company will remain in effect. Mr. Schiller entered into his
employment agreement with the Company on July 20, 2000, for a term of five
years. If the Company terminates Mr. Schillers employment because of his
misconduct or disability (both as defined therein), his employment agreement
will terminate. If Mr. Schiller resigns other than for good reason (as defined
therein), the employment agreement will terminate. The employment agreement
provides for Mr. Schiller to serve as Executive Vice President  Operations
of the Company, but his title was later changed to Executive Vice President
 Exploration & Production. Mr. Schillers salary is subject to
review and possible increase by the Companys Board of Directors on an
annual basis. In the event of his termination for other than misconduct or
disability during the term of his existing employment agreement, Mr. Schiller
shall receive severance benefits of three times his base salary, three times his
average bonus for the last two years and accident and group health insurance
reduced by actual benefits received under a comparable policy provided by
another employer. His severance benefits shall be subject to a grossup for Section 280G penalty taxes.
During his term of employment, Mr. Schiller will receive
certain other personal and businessrelated benefits.

Mr.
Transiers Employment Agreement. Mr. Transier entered into a fiveyear employment
agreement with the Company effective June 22, 1999, which provides for Mr. Transier
to serve as Executive Vice President and Chief Financial Officer of the Company. If
the Company terminates Mr. Transiers employment because of his misconduct or
disability (both as defined therein), the employment agreement will terminate. If
Mr. Transier resigns other than for good reason (as defined therein), the employment
agreement will terminate. Mr. Transiers salary is subject to review and possible
increase by the Companys Board of Directors on an annual basis. During his term of
employment, Mr. Transier will receive certain other personal and businessrelated
benefits.

The
Merger will constitute a corporate change for purposes of Mr.
Transiers employment agreement; and if Mr. Transier leaves the combined
company for specified reasons, he will be entitled to full vesting of his
outstanding options and severance benefits under his employment agreement. Mr.
Transiers severance benefits will be equal to three times his base salary
in effect immediately prior to his termination, three times his average bonus
received in the prior two years and three years of group health insurance
reduced by actual benefits received under a comparable policy provided by
another employer. His severance benefits shall be subject to a grossup for
Section 280G penalty taxes.

Mr.
Reeves Employment Agreement. Mr. Reeves entered into a fiveyear employment
agreement with the Company effective June 22, 1999, which provides for Mr. Reeves to
serve as Executive Vice President, General Counsel and Corporate Secretary of the
Company. If the Company terminates Mr. Reeves employment because of his misconduct
or disability (both as defined therein), the employment agreement will terminate.
If Mr. Reeves resigns other than for good reason (as defined therein), the employment
agreement will terminate. Mr. Reeves salary is subject to review and possible
increase by the Companys Board of Directors on an annual basis. During his term of
employment, Mr. Reeves will receive certain other personal and businessrelated benefits.

8

---

# Ocean
Energy, Inc.

The
Merger will constitute a corporate change for purposes of Mr.
Reeves employment agreement, entitling him to full vesting of his
outstanding options and to severance benefits under his employment agreement.
Mr. Reeves severance benefits will be equal to the total of three times
his base salary in effect immediately prior to his termination, three times the
average bonus he received in the prior two years and three years of group health
insurance reduced by actual benefits received under a comparable policy provided
by another employer. His severance benefits shall be subject to a grossup for
Section 280G penalty taxes.

Executive
Severance Agreements

Mr.
Hackett and Mr. Thompson have each entered into an agreement with the Company
that provides certain severance benefits in the event their employment is
subject to an involuntary termination (as defined therein) within two years
following a change of control (as defined therein) of the Company.

Mr.
Hacketts severance agreement was amended in anticipation of the Merger.
Under its terms, Mr. Hacketts severance agreement may not be terminated
for a period of two years following a change of control. The Merger will
constitute a change of control and, at the effective time of the Merger, Mr.
Hacketts severance agreement may not be terminated for the twoyear
protected period.

Mr.
Hacketts severance agreement provides for (a) the payment of 2.99 times
the sum of annual salary and targeted incentive bonus reduced by the present
value of any salary continuation, bonus or severance payments payable under Mr.
Hacketts employment agreement (b) where applicable, the payment of Mr.
Hacketts annual bonus if the involuntary termination occurs after a bonus
is earned but before it is paid, (c) the continuation of health and insurance
benefit coverage at active employee cost for up to thirtysix months, and (d)
outplacement services up to a maximum cost of $6,000. Additionally, Mr.
Hacketts severance agreement provides that if any payments to Mr. Hackett
by the Company would be subject to any excise tax imposed by section 4999 of the
Code, a grossup payment will be made to place him in the same net
aftertax position as would have been the case if no excise tax had been
imposed.

Mr.
Thompsons Severance Agreement became effective as of January 16, 2001,
with an initial term of three years. The Merger will constitute a change of
control under his severance agreement and the severance agreement may not be
terminated for two years following the effective time of the Merger.

Mr.
Thompsons severance agreement provides for (a) the payment of 2.00 times
the sum of annual salary and his average bonus for the two preceding fiscal
years at the time of the change of control or the involuntary termination (b)
the continuation of health and insurance benefit coverage at active employee
cost for up to twentyfour months, and (c) outplacement services up to a maximum
cost of $6,000. Additionally, Mr. Thompsons severance agreement provides
that if any payments to him by the Company would be subject to any excise tax
imposed by section 4999 of the Code, a grossup payment will be made
to place him in the same net aftertax position as would have been the case if
no excise tax had been imposed.

9

---

# Ocean
Energy, Inc.

Executive
Supplemental Retirement Plan

The
Company has an Executive Supplemental Retirement Plan (the Retirement
Plan) in which Messrs. Hackett, Schiller, Transier and Reeves participate.
The Retirement Plan was established to provide supplemental retirement benefits
for those employees who are designated by the Organization and Compensation
Committee as participants and who complete the required period of employment
with the Company. Benefits under the Retirement Plan constitute unfunded,
unsecured obligations of the Company. The Retirement Plan provides a benefit for
the surviving spouse of a participant who dies before retirement with a vested
benefit. Each participant enters into a membership agreement (Membership
Agreement) that sets forth the specific terms of his participation in the
Retirement Plan as determined by the Organization and Compensation Committee.

Subject
to specified vesting requirements set forth in his Membership Agreement, a
participant is entitled to receive upon termination of his employment by the
Company or upon his normal retirement date as specified in his Membership
Agreement, whichever is later, a pension equal to an applicable percentage of
average monthly compensation described below and, unless provided otherwise in
the participants Membership Agreement, reduced by 50% of his social
security benefits. Unless otherwise provided in the participants
Membership Agreement, the pension is payable during the joint lives of the
participant and his spouse, if any, and during the life of the survivor upon the
death of either the participant or his spouse, if any. Mr. Hackett is 90% vested
in his benefits under the Retirement Plan and will be fully vested in September,
2003. Following the consummation of the Merger, Mr. Hacketts service to
Devon will count toward the vesting of his benefits under the Retirement Plan.
The Company expects that Mr. Hackett will be fully vested under the Retirement
Plan in September, 2003.

For
Mr. Hackett, the applicable percentage is 50%, and the average monthly
compensation (including bonus) is determined based on the last thirtysix
consecutive months of employment with the Company (or with Devon following the
consummation of the Merger) but in no event less than the average monthly
compensation as determined on January 1, 2003. Based upon Mr. Hacketts
average monthly compensation (including deemed annual salary and bonuses for
years 2000, 2001, and 2002) of $168,916, the estimated vested accrued annual
benefit for Mr. Hackett is $912,148.

Messrs.
Schiller, Transier and Reeves are 0% vested in their benefits under the
Retirement Plan, and will be fully vested on January 1, 2006. For Messrs.
Schiller, Transier and Reeves, the applicable percentage is 50%, and the average
monthly compensation (including bonus) is determined based on the last
thirtysix consecutive months of employment with the Company (or with Devon for
those executives continuing with Devon after the Merger) but in no event less
than the average monthly compensation as determined on January 1, 2003. However,
for these participants, the pension is payable for a maximum of fifteen years,
to the participant or, upon the death of the participant, to the
participants spouse, if any. In the event of the participants
disability, the benefit will commence upon the participants normal
retirement date and be reduced by any benefits received under the Companys
longterm disability plan.

The
Merger will constitute a change of control under the terms of the Retirement
Plan and will result in a prorata vesting of benefits for those executives
other than Mr. Hackett who do not continue in the employment of the combined
company following the Merger. For those executives who do not continue with the
combined company, benefits payable to them under the Plan will vest in
proportion to the number of months they have been employed by the Company since
their admission to the Retirement Plan divided by the sixty months required for
100% vesting. For example, if an executive terminates his employment on April
30, 2003, he will have benefits that vest at 28/60 of the total that would have
vested if the executive were employed until January 1, 2006.

10

---

# Ocean
Energy, Inc.

Compensation
of Directors

From
January 1, 2002 to June 30, 2002, each Director of the Company who was not a
fulltime employee was paid an annual directors fee of $37,500 plus $1,500
for each Board of Directors meeting attended and $1,250 for each Committee
meeting attended. Each nonemployee director who served as a committee chairman
received an additional $5,000 per year. In addition, each director was
reimbursed for reasonable travel expenses incurred in connection with such
directors attendance at Board of Directors and Committee meetings. From
July 1, 2002 to the present, each director of the Company who was not a
fulltime employee received an annual directors fee of $37,500 plus $1,500
for each Board of Directors meeting and $1,250 for each committee meeting
attended other than a meeting of the Audit Committee. Each nonemployee director
who served as a committee chairman from July 1, 2002 to December 31, 2002
received an additional fee of $5,000, except for the Chairman of the Audit
Committee who received an additional amount of $7,500 for his service as
Chairman of the Audit Committee. Audit Committee members received $1,750 for
each Audit Committee meeting attended after July 1, 2002. Current director fees
remain at the levels indicated for December 31, 2002.

Stock
Options and Restricted Stock. Each Director who is elected or appointed to
the Board of Directors for the first time receives on the date of such
Directors election or appointment an option to purchase 10,000 shares of
common stock at an exercise price equal to the fair market value of the common
stock on the date of grant, with 50% immediately vested and the remaining 50%
vested on the next annual meeting of stockholders of the Company. The 2001 OEI
Long Term Incentive Plan (the Plan) provides for the grant of
options to acquire common stock to each director who is not also an employee of
the Company (each a Director). On the date of any annual meeting of
stockholders prior to the termination of the Plan, each Director who is
continuing in office automatically receives an option to purchase 6,000 shares
of common stock at an exercise price equal to the fair market value of the
common stock on the date of grant with onethird vested at each of the next
three annual meeting dates. Because of the anticipated Merger with Devon, the
Company does not anticipate that an annual meeting of stockholders will be held
in 2003 and does not anticipate that the option to purchase 6,000 shares of
common stock will be granted in 2003. All outstanding options have terms of ten
years.

The
Companys Directors Compensation Plan provides for a grant on the first
trading day of each year to each nonemployee director of 1,000 shares of
restricted stock, which shall become vested and nonforfeitable as to onethird
of the total grant on each of the first three anniversaries of the grant, or
fully vested upon the change in control of the Company or upon the death or
disability of the Director while serving as a Director. The Directors
Compensation Plan also provides for severance payments to directors upon
termination from the Board of Directors due to certain events, in an amount
equal to the product of the Directors years of service (not to be less
than one or to exceed five) and the highest annual cash retainer in effect prior
to such termination. At the effective time of the Merger, severance payments
will be payable to the eight Directors of the Company that do not become
Directors of Devon.

Deferred
Fee Plan. The Company has an Outside Directors Deferred Fee Plan (the
Deferred Fee Plan), which is a nonqualified deferred compensation
plan pursuant to which all directors who are not employees of the Company
(Outside Directors) may elect to defer all or a portion of their
directors fees. Outside Directors are permitted to make elections
regarding the method of income crediting for these deferrals, which are credited
based upon the performance of various investment funds selected by the committee
responsible for administering the Deferred Fee Plan, including a fund investing
in the common stock of the Company (the Stock Fund). To the extent
that an Outside Director designates the Stock Fund for the deemed investment of
all or a portion of the deferred fees, the Company will match the deferred fees
in an amount equal to such investment and such matching amount as well as the
designated portion of the deferred fees shall be credited to the Outside
Directors plan account and deemed invested in the Stock Fund. Any amounts
deemed invested in the Stock Fund shall remain so invested until paid to the
Outside Director after termination as a Director. The Company has established
and funded a grantor trust with shares of common stock substantially equal to
the amounts invested in the Stock Fund. As of March 15, 2003, all Outside
Directors were participants in the Deferred Fee Plan.

11

---

# Ocean
Energy, Inc.

Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

The
following table sets forth for the equity compensation program of the Company as  of
December 31, 2002, the number of securities underlying, and the  weightedaverage
exercise price of, outstanding options, warrants and rights and  the number of securities
remaining available for future issuance.

|                                 |  |  | Number of securities
|-------------------------------- |  |  | --------------------
|
|
|
|
|
|
|                                
|Equity compensation plans        |  |  |                     
|approved by security holders     |  |  |                     
|                                 |  | 
|Equity compensation plans not    |  | 
|approved by security holders (1) |  |  |                     
|                                
|Total                            |  |  |                     
|                                

|(1) |  | The only equity compensation plan not approved by the Companys
stockholders that currently has shares available for issuance is the Ocean
Energy, Inc. LongTerm Incentive Plan for NonExecutive Employees
(NonExecutive Plan), which was assumed as a part of the merger of
the Company with a predecessor entity. Shares under the NonExecutive Plan may
be issued only to nonexecutive employees of the Company. The NonExecutive Plan
qualified as a broadlybased plan under the rules of the New York
Stock Exchange and, therefore, no shareholder approval of the NonExecutive Plan
was required at the time of the adoption of the NonExecutive Plan. Under the NonExecutive Plan,
the Administrative Committee may award any combination of options, stock appreciation rights, restricted stock, performance
awards, bonus shares, phantom shares and cash awards to nonexecutive employees.  The Committee may determine the
exercise price and the vesting schedules of the awards.  Awards under the NonExecutive Plan have a maximum term of ten years.  The
NonExecutive Plan will expire without renewal upon the consummation of the
Merger with Devon. If Merger is not consummated, the NonExecutive Plan will
expire without renewal at the Annual Meeting of Stockholders in 2003. The NonExecutive Plan was included as Exhibit 10.16 to the Companys Form 10K.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

---

# Ocean
Energy, Inc.

Security
Ownership of Directors and Management

The
following table sets forth the number of shares of Common Stock beneficially
owned by each director, the Named Officers, and the directors and Named Officers
of the Company as a group, as of March 31, 2003:

|                                             |  |  | 
|-------------------------------------------- |  |  | 
|
|
|
|
|                                            
|J. Evans Attwell                             |  |  | 
|John B. Brock                                |  |  | 
|Milton Carroll                               |  |  | 
|Thomas D. Clark, Jr.                         |  |  | 
|Peter J. Fluor                               |  |  | 
|Barry J. Galt                                |  |  | 
|Wanda G. Henton                              |  |  | 
|Robert L. Howard                             |  |  | 
|Elvis L. Mason                               |  |  | 
|Charles F. Mitchell, M.D.                    |  |  | 
|David K. Newbigging                          |  |  | 
|Dee S. Osborne                               |  |  | 
|James T. Hackett                             |  |  | 
|John D. Schiller, Jr.                        |  |  | 
|William L. Transier                          |  |  | 
|Robert K. Reeves                             |  |  | 
|Robert L. Thompson                           |  |  | 
|                                            
|Directors and executive officers as a group: |  |  | 
|(17 persons)                                 |  | 
|                                            

|* |  | Less
than 1%
|- |  | ------------

|(1) |  | Unless
otherwise  indicated,  beneficial  owners have sole voting and  investment  power with
respect to the shares  listed.  Amounts shown are as of March 31, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Includes
shares that the above named persons have a right to purchase  within 60 days pursuant to
stock options granted under  the  Companys  stock option plans.  Such shares are
allocated as follows:  Mr.  Attwell  58,000;  Mr. Brock  821,000;  Mr.  Carroll  
12,000;  Mr.  Clark   41,680;  Mr.  Fluor   58,000;  Mr.  Galt   398,000;  Ms.  Henton
  12,000;  Mr.  Howard   54,800;  Mr.  Mason   62,600;  Dr.  Mitchell    56,360;  Mr.
Newbigging   6,000;  Mr.  Osborne    58,000;  Mr.  Hackett   930,239;  Mr.  Schiller
  320,999;  Mr.  Transier    470,298;  Mr.  Reeves   695,370;  Mr.  Thompson  
16,667.  Prior to  exercising  these options,  the directors and officers will have no
voting or investment  power with respect to the underlying  shares.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Includes
share  interest held in the Outside  Directors  Deferred Fee Plan as of March 31, 2003.
Shares held are as follows:  Mr. Attwell  47,657;  Mr. Brock  6,029;  Mr.  Carroll 
27,198;  Mr. Clark  17,714;  Mr. Fluor  58,353;  Mr. Galt  3,189;  Ms. Henton  8,796;
Mr. Howard  18,762;  Mr. Mason  9,230;  Dr. Mitchell   9,870;  Mr.  Newbigging  6,468;
and Mr. Osborne   29,065.  Dr. Mitchell holds 11,700 shares in a profit sharing trust.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Includes
5,000 shares owned by his wife as separate  property with respect to which Mr. Brock
disclaims  beneficial  ownership  because  he has  neither  voting nor  dispositive
power  with  respect to such  shares.  Includes  10,832  shares  held in an  Individual
Retirement Account.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Includes
share interest held in the Ocean  Retirement  Savings Plan and the  Supplemental  Benefit
Plan as of March 31, 2003.  Shares held are as follows:  Mr. Hackett  100,129;  Mr.
Schiller  44,759;  Mr. Transier  104,526;  Mr. Reeves  13,122; and  Mr. Thompson 
2,990.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Includes
507,857 total share interest held for directors and executive  officers as a group in the
Ocean  Retirement  Savings  Plan,  Supplemental  Benefit Plan and the Outside Directors
Deferred Fee Plan as of March 31, 2003. Also,  includes 4,072,013  shares for directors
and  executive  officers as a group that such persons have the right to purchase  within
60 days pursuant  to options  granted under the Company's  stock option plans.  Prior to
exercising  these  options,  said persons will have no  voting or investment power with
respect to the underlying shares.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---

# Ocean
Energy, Inc.

Principal
Stockholders

To
the  Companys  knowledge and based upon filings with the SEC, the only person who may be
deemed to own  beneficially  more  than 5% of the  Companys  outstanding  Common Stock
(including  any group as that term is used in Section  13(d)(3) of the
Exchange  Act), as of March 31, 2003, is named in the following table:

|Name and Address of Beneficial Owner   | Number of Shares | Percent of Class
|-------------------------------------- | ---------------- | ----------------
|                                      
|State Street Research & Management Co. |                  |                 
|One Financial Center, 30th Floor       |                  |                 
|Boston, MA 021112690                  |                  |                 

Change
in Control

On
February 23, 2003, the Company and Devon entered into an Agreement and Plan of
Merger that provides for the merger of the Company and a subsidiary of Devon. A
special meeting of stockholders of the Company is scheduled for April 25, 2003
to consider and approve the Merger. Additional information about the effect of
the Merger on the Company is available in the joint proxy statement/prospectus,
as amended, relating to the special meeting of stockholders that was first
mailed to stockholders of the Company on March 24, 2003 as well as in the
Companys Form 10K. The Merger, if it is approved by the stockholders of
the Company and Devon and it is completed as anticipated by the Company, will
constitute a change of control of the Company.

Item
13. Certain Relationships and Related Transactions

Certain
Transactions

Mr.
Schiller  and Mr.  Transier  had  outstanding  loans from the  Company  that were  repaid
in full on July 22, 2002 by Mr.  Schiller  and on July 30, 2002 by Mr.  Transier.  These
loans were  extended in 1998 in order to encourage  stock  ownership by Messrs.  Schiller
and Transier and facilitated the immediate exercise of stock options.

|                      | Largest Amount |  |   |        
|--------------------- | -------------- |  | - | -------
|
|
|
|                     
|John D. Schiller, Jr. |                |  | $ | 404,403
|William L. Transier   |                |  | $ | 320,172

Each
of these loans was secured by the shares of common stock acquired upon exercise
of the stock options described above. Portions of the loans were forgiven in
1999, 2000, 2001 and 2002 based on the Companys stock performance against
its peer group and the respective tenure of Mr. Schiller and Mr. Transier with
the Company.

14

---

# Ocean
Energy, Inc.

The
Company paid an annual consulting fee of $177,083 to Mr. Galt, a director of the
Company, as part of a contractual severance agreement in relinquishing his role
as a former officer of the Company. The obligation to pay the consulting fee
terminated on May 31, 2002.

During
2002, the Company retained the law firm of Vinson & Elkins L.L.P.
(V&E) to perform various legal services for the Company. One of
the members of the Board of Directors of the Company is a retired managing
partner of V&E. Fees paid to V&E totaled approximately $1 million for
the year ended December 31, 2002. V&E has been retained to perform similar
services in 2003.

# Part
IV

Item 15.
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.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*  Filed
herewith.

Signatures

Pursuant
to the requirements of Section 13 or 15(d) 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.

|Date: April 24, 2003 | By: /s/ James T. Hackett
     James T. Hackett, Chairman of the Board,
     President and Chief Executive Officer
|-------------------- | -----------------------------------------------------------------------------------------------------------------

15

---

# Ocean
Energy, Inc.

Certifications

I, James T.
Hackett, certify that:

| | 1.
I have reviewed this annual report on Form 10K/A of Ocean Energy, Inc.;
| | ---------------------------------------------------------------------------

| | 2.
Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.
Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.
The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a14 and 15d14) for the registrant and have:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a)
designed such disclosure controls and procedures to ensure that material  information
relating to the registrant, including its consolidated subsidiaries,  is made known to us
by others within those entities, particularly during the  period in which this annual
report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)
evaluated the effectiveness of the registrants disclosure controls and  procedures
as of a date within 90 days prior to the filing date of this annual  report (the Evaluation
Date); and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation of the Evaluation  Date;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5.
The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a)
all significant deficiencies in the design or operation of internal controls  which could
adversely affect the registrants ability to record, process,  summarize and report
financial data and have identified for the  registrants auditors any material
weaknesses in internal controls; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)
any fraud, whether or not material, that involves management or other employees  who have
a significant role in the registrants internal controls; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6.
The registrants other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: April 24, 2003 | By: /s/ James T. Hackett
     James T. Hackett, Chairman of the Board,
     President and Chief Executive Officer
|-------------------- | -----------------------------------------------------------------------------------------------------------------

16

---

# Ocean
Energy, Inc.

# Certifications

I, William L.
Transier, certify that:

| | 1.
I have reviewed this annual report on Form 10K/A of Ocean Energy, Inc.;
| | ---------------------------------------------------------------------------

| | 2.
Based on my knowledge, this annual report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this annual report;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.
Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.
The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a14 and 15d14) for the registrant and have:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a)
designed such disclosure controls and procedures to ensure that material  information
relating to the registrant, including its consolidated subsidiaries,  is made known to us
by others within those entities, particularly during the  period in which this annual
report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)
evaluated the effectiveness of the registrants disclosure controls and  procedures
as of a date within 90 days prior to the filing date of this annual  report (the Evaluation
Date); and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation of the Evaluation  Date;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5.
The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a)
all significant deficiencies in the design or operation of internal controls  which could
adversely affect the registrants ability to record, process,  summarize and report
financial data and have identified for the  registrants auditors any material
weaknesses in internal controls; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)
any fraud, whether or not material, that involves management or other employees  who have
a significant role in the registrants internal controls; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6.
The registrants other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: April 24, 2003 | By: /s/ William L. Transier
     William L. Transier
     Executive Vice President
     and Chief Financial Officer
|-------------------- | -------------------------------------------------------------------------------------------------------------------

17

---

# Ocean
Energy, Inc.

# Index
to 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.
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

*
Filed herewith

18

---