EXHIBIT 10.21

# FIRST
AMENDMENT TO THEOCEAN ENERGY, INC. OUTSIDE DIRECTORS DEFERRED FEE PLAN

WHEREAS, OCEAN ENERGY, INC., a Texas
corporation  (the  "Company"), has  heretofore  adopted the OCEAN ENERGY, INC. OUTSIDE DIRECTORS DEFERRED
FEE PLAN (the "Plan"); and

WHEREAS, the Company amended and
restated the Plan effective as of March 30,1999; and

WHEREAS, the Company desires to
further amend the Plan;

NOW, THEREFORE, the
Plan shall be amended as follows, effective as of February 1, 2001:

1.     Section 4 of
the Plan shall be deleted and the following shall be substituted
therefor:

4.     Crediting of Deferred Fees to Plan
Accounts.

(a)   Establishment of Plan Accounts. The Committee shall
establish a memorandum bookkeeping account or accounts (the Plan
Accounts) for each Participant in the Plan. As of the Effective Date, a
Participants Required Deferral Account and Elective Deferral Account shall
be combined into a single Plan Account. The Committee shall credit to each
Participants Plan Accounts the Participants deferred fees as of the
date such fees are earned by the Participant.

(b) Deemed Investment of Funds.

(1) The amounts credited to each Participants Plan Accounts shall be deemed to
be invested in the Fidelity Money Market Trust: Retirement Money Market
Portfolio until such Participant designates, in accordance with the procedures
established from time to time by the Committee, the manner in which amounts
credited to his Plan Accounts shall be deemed to be invested from among the
investment funds made available from time to time by the Committee for the
deemed investment of Plan Accounts (the Investment Funds). A
Participant may designate one of such Investment Funds for the deemed investment
of all the amounts credited to his Plan Accounts or he may split the deemed
investment of the amounts credited to his Plan Accounts among such Investment
Funds in such increments as the Committee may prescribe. Notwithstanding the
foregoing, a Participant may not (i) designate an Investment Fund investing in
the common stock of the Company, par value $.10 per share (a Stock
Fund) for the deemed investment of amounts credited to his Plan Accounts
within six months after revoking an election to have all or a portion of his
Plan Accounts deemed invested in Phantom Stock under Section 4(c) of the Plan as
in effect on January 31, 2001 or (ii) designate a Stock Fund for the deemed
investment of amounts credited to his Plan Accounts within six months after
changing or converting a deemed investment election from a Stock Fund pursuant
to Paragraph (b)(2) below.

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(2) A Participant may (i) change his deemed investment designation for future
amounts to be credited to his Plan Accounts or (ii) convert his deemed
investment designation with respect to the amounts already credited to his Plan
Accounts. Any such change or conversion shall be made in accordance with the
procedures established by the Committee, and the frequency of such changes may
be limited by the Committee. Notwithstanding the foregoing, a Participant may
not change or convert the designation of a Stock Fund for the deemed investment
of amounts credited to his Plan Accounts within six months after designating a
Stock Fund for the deemed investment of amounts credited to his Plan Accounts
pursuant to Paragraph (b)(1) above.

(c)
Allocation of Net Income or Net Loss Equivalents. The
balance of each Participants Plan Accounts shall be adjusted at such times
and in such manner as the Committee deems appropriate to reflect the net income
(or net loss) of the Investment Funds. A Participants Plan Accounts shall
continue to be adjusted for the net income (or net loss) of the Investment Funds
so long as there is any balance credited to such account.

(c)
Invalid Elections. A deemed investment designation of a
Stock Fund pursuant to Paragraph (b)(1) above that is attempted within six
months of a deemed investment designation from a Stock Fund pursuant to
Paragraph (b)(2) above, or a deemed investment designation from a Stock Fund
pursuant to Paragraph (b)(2) above that is attempted within six months of a
deemed investment designation of a Stock Fund pursuant to Paragraph (b)(1) in
violation of the prohibitions of such Paragraphs shall have no force or effect
and shall be null and void.

(d)
Transition Rule for Amounts Credited Prior to February 1,
2001. With respect to a Participant who has a balance credited to
his Plan Accounts as of February 1, 2001, (1) the portion of his Plan Accounts,
if any, that was credited with Interest Equivalents prior to February 1, 2001,
shall be deemed to be invested in the Fidelity Money Market Trust: Retirement
Money Market Portfolio and (2) the .portion of his Plan Accounts, if any, that
was credited with Phantom Stock prior to February 1, 2001 shall be deemed to be
invested in a Stock Fund.

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2.   The provisions of
Section 5(e) of the Plan pertaining to determination of the value of amounts
credited to a Participants Plan Accounts for purposes of payment shall be
deemed to be amended to the extent necessary to correspond with the revised
income crediting provisions of Section 4 of the Plan.

3.   The  reference  to
"Paragraph  4(d)" in  Section  5(h) of the Plan shall be deemed to be a  reference  to "Section 4"
of the Plan.

4.   As amended hereby,
the Plan is specifically ratified and reaffirmed.

EXECUTED this ________ day of
December, 2000.

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