---

Securities and Exchange CommissionWashington, D.C. 20549

Form
10-K

(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, 2001

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
77002-6714(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

As
of March 21, 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 $3,372,147,150. For purposes of determining the above amount,
all directors and executive officers are considered affiliates.

As
of March 21, 2002, approximately 174,261,656 shares of Common Stock, par value $0.10 per share, were
outstanding.

Documents
Incorporated by Reference

|Document                                   | Part of Form 10-K | 
|------------------------------------------ | ----------------- | 
|(1) Annual Report to Stockholders for      | Parts I and II   
|year ended December 31, 2001              
|(2) Proxy Statement for Annual meeting     | PART III         
|of Stockholders to be held on May 14, 2002
|                                          

---

Ocean
Energy, Inc.

Index

|                                                                               | Page Number
|------------------------------------------------------------------------------ | -----------
|Part I                                                                         |            
|                                                                              
|Item 1.   Business                                                             |            
|Oil and Gas Operations                                                         |            
|U.S. Regulation                                                                |            
|Competition                                                                    |            
|Environmental Matters                                                          |            
|Risk Factors                                                                   |            
|Employees                                                                      |            
|Executive Officers of the Company                                              |            
|Item 2.   Properties                                                           |            
|Item 3.   Legal Proceedings                                                    |            
|Item 4.   Submission of Matters to a Vote of Security Holders                  |            
|                                                                              
|Part II                                                                        |            
|Item 5.   Market for Registrants Common Stock and Related Stockholder Matters |            
|Item 6.   Selected Financial Data                                              |            
|Item 7.   Managements Discussion and Analysis of Financial Condition and     
|Results of Operations                                                          |            
|Item 7a. Quantitative and Qualitative Disclosures About Market Risk            |            
|Item 8.   Financial Statements and Supplementary Data                          |            
|Item 9.   Changes in and Disagreements with Accountants on Accounting         
|and Financial Disclosure                                                       |            
|                                                                              
|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      |            
|Item 13.   Certain Relationships and Related Transactions                      |            
|                                                                              
|Part IV                                                                        |            
|Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K     |            
|Signatures                                                                     |            

(i)

---

Ocean
Energy, Inc.

Part
I

Item 1.  
Business

Ocean
Energy, Inc. (the Company or Ocean) is one of the
largest independent oil and gas exploration and production companies in the
United States. The Company conducts North American operations in the shelf and
deepwater areas of the Gulf of Mexico, the Rocky Mountains, Permian Basin,
Arklatex, Anadarko, East Texas and the Gulf Coast areas. Internationally, Ocean
holds a leading position among U.S. independents in West Africa with oil and gas
activities in Equatorial Guinea, Angola and Côte dIvoire. The
Company also conducts operations in Egypt, Tatarstan, Brazil, Pakistan, and
Indonesia.

Ocean
has developed a strong position among U.S. independent oil and gas exploration
and production companies in the deep waters off the coasts of the Gulf of
Mexico, Brazil and West Africa. During 2001 and early 2002, the Company added interests in two
deepwater blocks offshore Brazil, one as the only independent U.S. operator in
the deepwater Campos basin, acquired an operatedinterest in another deepwater
block offshore Angola, and entered a partnership in a fourth block in shallower
waters in Equatorial Guinea. In the deepwater of the Gulf of Mexico, the Company
has made six significant deepwater discoveries since 1999. During 2002, the
Company will mark a milestone when two of its original deepwater discoveries in
the East Breaks complex of the Gulf become operational.

Ocean
had an excellent year in 2001 from both an operational and financial
perspective, with significant exploration success, superior reserve replacement
and doubledigit annual production growth. Ocean achieved its best annual
financial performance in 2001. Growth in production volumes and higher commodity
prices during the first half of the year contributed to net income of $274
million, or $1.53 per diluted share, an increase of 29% from 2000 net income of
$213 million, or $1.22 per diluted share. Production volumes increased 10% over
the prior year due to increased exploration and exploitation success from Gulf
of Mexico shelf properties and the Zafiro field in Equatorial Guinea, as well as
from property acquisitions. During 2001, the Company participated in the
drilling of 40 exploratory wells and 275 development wells worldwide.

Oceans
low finding and development costs reflect the execution of a disciplined
technical program and the success of worldwide exploration and exploitation
programs. For the year ended December 31, 2001, Ocean achieved a finding and
development cost of $5.52 per BOE and a 387% reserve replacement rate. The
Companys threeyear average finding and development cost and reserve
replacement rate now stands at $5.08 per BOE and 389%, respectively.

Oceans
total estimated proved reserves rose 31% to 601 million barrels of oil
equivalent (MMBOE) as of December 31, 2001 from 460 MMBOE at yearend 2000.
Proved natural gas reserves, which comprise 49% of total proved reserves,
reached approximately 1.8 trillion cubic feet and crude oil reserves totaled
approximately 305 million barrels. Of these total proved reserves, 63% are
located in North America and 37% are located internationally.

1

---

Ocean
Energy, Inc.

Ocean
is also focused on financial discipline and a balanced property base. The
Companys assets combine revenuegenerating international,
domestic onshore and shelf properties as well as highpotential deepwater Gulf of
Mexico and international exploratory prospects. The Company remains committed to
producing lowcost energy, enhancing stockholder value, maintaining its focus on
operating efficiency, and continuing to strengthen its capital structure.

On
March 30, 1999, Ocean Energy, Inc. (a predecessor Delaware entity referred to
herein as Old Ocean) was merged (the Seagull Merger)
with and into Seagull Energy Corporation, a Texas corporation. The resulting
company was renamed Ocean Energy, Inc. The merger was treated as an acquisition
of Seagull by Ocean in a purchase transaction. As such, the financial and
operating results and property descriptions presented here, unless expressly
noted otherwise, are those of Ocean Energy, Inc. on a standalone basis for 1998
and the first quarter of 1999 and of the combined company thereafter. In May
2001, pursuant to a stockholder vote, the Company was reincorporated from the
State of Texas to the State of Delaware.

ForwardLooking
Statements May Prove Inaccurate

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

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

Oil and Gas
Operations

The
Companys activities are focused primarily in three operating areas: (i)
onshore areas of North America, (ii) the continental shelf and deepwater areas
(water depth of over 1,500 feet) of the Gulf of Mexico, and (iii)
internationally in Equatorial Guinea, Angola, Côte dIvoire, Egypt,
Republic of Tatarstan, Brazil, Pakistan and Indonesia.

The
Companys capital investment program for 2002 is expected to total
approximately $650 million. The spending will be funded from the Companys
cash flow from operations based

2

---

Ocean
Energy, Inc.

on anticipated
commodity prices and is subject to change if market conditions shift or new opportunities
are identified. Of the budget, approximately $300 million to $350 million will be spent
in the Gulf of Mexico region, approximately $250 million to $275 million will be spent
internationally, and approximately $50 million to $75 million will be spent in the U.S.
Onshore region. Approximately 45% to 55% of the budget is allocated to exploratory
projects.

Oceans
principal oil and gas producing areas include the following:

|                      | Estimated Proved Reserves at December 31, 2001
|--------------------- | ----------------------------------------------
|                     
|
|                     
|Domestic:             |                                               
|North America Onshore |                                               
|Gulf of Mexico        |                                               
|International:        |                                               
|Equatorial Guinea     |                                               
|Côte dIvoire         |                                               
|Egypt                 |                                               
|Other International   |                                               
|                     
|Total                 |                                               
|                     

For
additional information relating to the Companys oil and gas reserves, see
Note 19 to the Consolidated Financial Statements included in the Companys
2001 Annual Report to Stockholders and as Exhibit 13 attached hereto. As
required, Ocean also files estimates of oil and gas reserve data with various
governmental regulatory authorities and agencies. These estimates were not
materially different from the reserve estimates reported in the Consolidated
Financial Statements.

Domestic

The
Companys domestic activities reside in two main areas: the Gulf of Mexico
and certain onshore areas of North America. The domestic area includes 63% of
the Companys reserves and accounted for 65% of total production for the
year ended December 31, 2001.

Gulf
of Mexico The Companys Gulf of Mexico properties are
located in offshore waters along the coasts of Texas and Louisiana. For 2001,
the Gulf of Mexico area had average daily production of approximately 46 MBOE
per day. This area currently accounts for 31% of Companywide production and
will be the focus of approximately 50% of the Companys planned capital
expenditures in 2002.

The
major growth in this area is associated with Oceans deepwater prospects.
Ocean now ranks among the top ten companies in terms of leasehold in the
deepwater Gulf of Mexico with interests in approximately 1.7 million acres
covering nearly 300 blocks. During 2001, Ocean participated in the drilling of
28 deepwater wells. We announced four deepwater discoveries: Red Hawk, in Garden
Banks; Trident, in Alaminos Canyon; and Navajo and Balboa, in East Breaks. Ocean
also sanctioned the Magnolia and Zia projects for development.

3

---

Ocean
Energy, Inc.

Ocean
has been developing the Nansen and Boomvang deepwater discoveries in the East
Breaks area of the Gulf of Mexico. The production sites feature the worlds
first truss spars with a combined daily production capacity of up to 80,000
barrels of oil and 400 million cubic feet of gas. Production began from the
Nansen field in January 2002, and the Company expects production from the
Boomvang field to begin in the third quarter of 2002. The Company has working
interests of 50% and 20%, respectively, in the Nansen and Boomvang fields.

During
2001, the Company entered into a deepwater exploration agreement with KerrMcGee
Oil & Gas Corporation. The agreement calls for the two companies to jointly
explore and develop oil and gas prospects on 181 undeveloped deepwater blocks in
the Gulf of Mexico located within several proven trends. The exploration venture
will encompass more than a million gross acres with Ocean holding an average
working interest of approximately 43% in the blocks. Ocean will serve as
operator for at least four of the first 15 exploratory wells in the multi-year
drilling program. The first well drilled as part of the partnership was the Red
Hawk prospect in Garden Banks 877, which was a natural gas discovery.

Ocean
will be participating with Conoco, Inc. in the development of the Magnolia Field
in nearly 4,700 feet of water. The deepwater development project is located in
Garden Banks blocks 783 and 784. Drilling of development wells is planned for
late 2002 with first production anticipated by the fourth quarter of 2004. The
Company holds a 25% working interest.

In
2001, Ocean drilled the Zia #2 appraisal well in Mississippi Canyon Block 496,
in which the Company has a 65% operated working interest, which confirmed the
commerciality of this field. The Company is considering various subsea
development options.

North
America Onshore Oceans portfolio of onshore properties in North
America is focused primarily in the Anadarko Basin of the Texas Panhandle and
western Oklahoma, the Arklatex area of east Texas and northwest Louisiana, the
Permian Basin, South Texas, and the Bear Paw Field in north central Montana.
These properties are located mostly in mature areas where the Company can take
advantage of lowcost exploitation to maintain and replace reserves. For 2001,
the North America Onshore area had average daily production of approximately 52
MBOE.

During
2001, the Company acquired Texoil, Inc., an independent oil and gas company with
activities in Texas and Louisiana, and certain oil and gas assets located
primarily in East Texas and North Louisiana from Ensight Resources, L.L.C. These
acquisitions added more than 250 Bcfe to the Companys estimated proved gas
reserves.

For
2002, the Company will primarily focus drilling activity on properties that were
part of the Ensight and Texoil acquisitions and Oceans holdings in the
Bear Paw field in north central Montana.

4

---

Ocean
Energy, Inc.

International

The
Company produces oil and gas in five countries outside of the United States
 Equatorial Guinea, Egypt, Russia, Côte dIvoire and Indonesia.
In addition, the Company has interests in various other countries, including
Angola, Brazil and Pakistan. Ocean increased its international position when it
entered Brazil and acquired additional offshore interests in Angola
and Equatorial Guinea. The following is a description of each of the
Companys major international operating areas.

Equatorial
Guinea  In Equatorial Guinea, the Company had three production sharing
contracts (PSCs) covering 1.4 million gross acres at December 31,
2001. The Company recently added a fourth PSC covering Corisco Bay Block N, a
678,000acre concession in the Rio Muni Basin offshore. Ocean will have a 30%
working interest in the Block. The agreement increases Oceans overall
holdings in Equatorial Guinea to more than two million gross offshore acres. The
Company will begin seismic evaluation of Block N in 2002.

The
Company has been conducting exploratory and development activities in the Zafiro
field since 1992. Production is continuing from two facilities, and for 2001 the
Companys share of production averaged 30 MBOE per day. Nearly half of the
international budget for 2002 will be spent in Equatorial Guinea on continued
development of the Zafiro field. The Company will participate in the drilling of
additional development wells in the southern expansion area of Zafiro in 2002
and plans have been made to install a third production facility and to
debottleneck the existing facilities capacity.

During
2001, Ocean participated in the successful drilling of six development wells in
Block B. The Company also participated in the drilling of one exploratory
well on Block C and two on Block D that failed to discover commercial quantities of
reserves.

Egypt
 The Companys Egyptian operations consist of working interests
in five concessions covering 7.8 million gross acres. Four of these concessions
are producing concessions  East Zeit, Qarun, East Beni Suef and West Abu
Gharadig. Ocean also holds an interest in Southwest Gebel el Zeit, an
exploratory block in the Gulf of Suez.

During
2001, the Company was successful in increasing its proved reserves with a
discovery on its East Zeit concession located offshore Egypt in the Gulf of
Suez. The successful A21 exploratory well more than doubled estimated proved
reserves from the East Zeit concession in which Ocean holds a 100% working
interest. The Company plans delineation drilling on the A21 discovery.
The success at East Zeit followed an earlier Ocean exploration success at the
SWGEZ2 exploratory well that was drilled in the Southwest Gebel El Zeit
concession.

Oceans
share of production in Egypt averaged approximately 9 MBOE per day during 2001.

5

---

Ocean
Energy, Inc.

Russia
 The Company has a net 45% interest in a joint venture in Tatarstan, a
republic in the Russian Federation. During 2001, the joint venture drilled 28
development wells in the Onbysk and Demkino fields and plans additional
development activity in the Onbysk and Demkino fields during 2002. During 2001,
the Companys share of production averaged approximately 5 MBOE per day in
Russia.

Côte
dIvoireIn Côte dIvoire, the Company
has three PSCs and operates the Lion gas plant. The Companys share of
production averaged approximately 6 MBOE per day during 2001.

Indonesia
 Ocean owns a 1.7% interest in a joint venture in East Kalimantan,
Indonesia. The majority of the joint ventures revenue results from the
sale of liquefied natural gas.

Angola
 In early 2002, Ocean acquired an operated
interest in Block 10, offshore Angola, a 1.2 millionacre concession. The
Company is the only U.S. independent chosen to act as an operator in Angola. The
Company will begin seismic acquisition in Block 10 during 2002.

Adjacent
to Block 10 in the neighboring Kwanza Basin is Block 24 where the Company
drilled two exploration wells in 2001 and is continuing to conduct exploration
activities. The first exploratory well on Block 24, Semba1, was drilled to a
total depth of 12,290 feet and encountered two petroleum reservoirs, although it has yet
to be deemed commercial. Results of the second well have not been announced.
The Company holds an interest in approximately 1.2 million gross acres in Block
24. The Company also holds an interest in 1.2 million gross acres in Block 19,
in the Lower Congo Basin where several large fields have been discovered. During
2002, the Company will continue exploration activities in Blocks 19 and 24 with
plans to drill two wells on each block.

Brazil
 During 2001, the Company was the successful bidder on two
deepwater blocks offshore Brazil. The Company has a 65% working interest in
Block BMC15, which it operates, and a 20% working interest in Block BMS22.
The Company is conducting seismic activity prior to selecting the first drill
location on Block 15. The Company holds an interest in approximately 1.2 million
gross acres covering Blocks BMC15 and BMS22.

Pakistan
 In Pakistan, the Company has interests in 4.7 million gross acres
offshore in the Arabian Sea. The Company is currently evaluating 3D seismic
information over acreage in the Pasni, Gawadar and Makran Central areas and
plans to spud an exploratory well before the end of 2003.

The
Companys acreage in the international area is generally held pursuant to
PSCs with host governments. Typically, under a PSC the working interest partners
pay all of the capital and operating costs and production is split between the
government and the working interest partners. Working interest partners recover
costs from a percentage of produced and sold petroleum. The remaining oil and
gas produced and sold, after cost recovery, is divided between the government
and the working interest partners. Included in the governments share of
remaining petroleum

6

---

Ocean
Energy, Inc.

are all
government royalties and, in certain situations, the applicable income taxes for the
working interest partners.

Production

The
following table summarizes the Companys production, average sales prices
and operating costs for the periods indicated:

|                                       | Year Ended December 31,
|-------------------------------------- | -----------------------
|                                      
|
|                                      
|Domestic:                              |                        
|Net production:                        |                        
|Gas (MMcf)                             |                        
|Oil and NGL (MBbl)                     |                        
|Average sales price: (1)               |                        
|Gas (per Mcf)                          |                        
|Oil and NGL (per Bbl)                  |                        
|Average operating costs (per BOE) (2)  |                        
|Equatorial Guinea:                     |                        
|Net oil production (MBbl)              |                        
|Average oil sales price (per Bbl) (1)  |                        
|Average operating costs (per BOE) (2)  |                        
|Côte dIvoire:                         |                        
|Net production:                        |                        
|Gas (MMcf)                             |                        
|Oil and NGL (MBbl)                     |                        
|Average sales price: (1)               |                        
|Gas (per Mcf)                          |                        
|Oil and NGL (per Bbl)                  |                        
|Average operating costs (per BOE) (2)  |                        
|Egypt:                                 |                        
|Net production:                        |                        
|Gas (MMcf)                             |                        
|Oil and NGL (MBbl)                     |                        
|Average sales price: (1)               |                        
|Gas (per Mcf)                          |                        
|Oil and NGL (per Bbl)                  |                        
|Average operating costs (per BOE) (2)  |                        
|Other International:                   |                        
|Net production:                        |                        
|Gas (MMcf)                             |                        
|Oil and NGL  (MBbl)                    |                        
|Average sales price: (1)               |                        
|Gas (per Mcf)                          |                        
|Oil and NGL (per Bbl)                  |                        
|Average operating costs (per BOE ) (2) |                        

7

---

Ocean
Energy, Inc.

|                                           | Year Ended December 31,
|------------------------------------------ | -----------------------
|                                          
|
|                                          
|Total:                                     |                        
|Net production:                            |                        
|Gas (MMcf)                                 |                        
|Oil and NGL  (MBbl)                        |                        
|Average sales price: (1)                   |                        
|Gas (per Mcf)                              |                        
|Oil and NGL (per Bbl)                      |                        
|Average sales price including hedging: (1) |                        
|Gas (per Mcf)                              |                        
|Oil and NGL (per Bbl)                      |                        
|Average operating costs (per BOE) (2)      |                        

|(1) |  | Average
sales prices are before deduction of production, severance, and other taxes and
transportation expenses.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(2) |  | Operating
costs represent costs incurred to operate and maintain wells and related equipment and
facilities. These costs include, among other things, repairs and maintenance, workover
expenses, labor, materials, supplies, property taxes, insurance, severance taxes,
transportation expenses and general operating expenses.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Oil and Gas
Drilling Activities

Oceans
oil and gas exploratory and developmental drilling activities are as follows for
the periods indicated. A well is considered productive for purposes of the
following table if it justifies the installation of permanent equipment for the
production of oil or gas. The term gross wells means the total
number of wells in which Ocean owns an interest, while the term net
wells means the sum of the fractional working interests Ocean owns in
gross wells. The information should not be considered indicative of future
performance, nor should it be assumed that there is necessarily any correlation
between the number of productive wells drilled, quantities of reserves found or
economic value.

8

---

Ocean
Energy, Inc.

|                      | Year Ended December 31,
|--------------------- | -----------------------
|                     
|
|                     
|
|                     
|Domestic:             |                        
|Exploratory Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Development Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Equatorial Guinea:    |                        
|Exploratory Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Development Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Côte dIvoire:        |                        
|Exploratory Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Development Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Egypt:                |                        
|Exploratory Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Development Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Other International:  |                        
|Exploratory Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Development Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Total:                |                        
|Exploratory Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        
|Development Drilling: |                        
|Productive Wells      |                        
|Dry Holes             |                        

The
Company had 37 gross (15 net) exploratory wells and 95 gross (43 net)
development wells in progress at December 31, 2001. Wells classified as in
progress at yearend represent wells where drilling activity is ongoing,
wells awaiting installation of permanent equipment and wells awaiting the
drilling of additional delineation wells.

9

---

Ocean
Energy, Inc.

The
following table sets forth information regarding the number of productive wells
in which the Company held a working interest at December 31, 2001. Productive
wells are either producing wells or wells capable of commercial production
although currently shutin. One or more completions in the same borehole are
counted as one well.

|                    | Gross Wells | Net Wells
|------------------- | ----------- | ---------
|                   
|
|
|                   
|Domestic:           |             |          
|North America       |             |          
|Onshore             |             |          
|Gulf of Mexico      |             |          
|International:      |             |          
|Equatorial Guinea   |             |          
|Côte dIvoire       |             |          
|Egypt               |             |          
|Other International |             |          
|                   
|                    |             |          
|                   

Developed
and Undeveloped Oil and Gas Acreage

As
of December 31, 2001, the Company owned working interests in the following
developed and undeveloped oil and gas acreage (amounts in thousands):

|                         | Developed | Undeveloped | Total
|------------------------ | --------- | ----------- | -----
|                        
|
|                        
|Domestic:                |           |             |      
|North America Onshore    |           |             |      
|Gulf of Mexico Shelf     |           |             |      
|Gulf of Mexico Deepwater |           |             |      
|International:           |           |            
|Equatorial Guinea        |           |             |      
|Cote d'Ivoire            |           |             |      
|Egypt                    |           |             |      
|Other International      |           |             |      
|                        
|Total                    |           |             |      
|                        

Additionally,
as of December 31, 2001, the Company owned mineral and/or royalty interests in 395,985
gross (39,818 net) developed acres and 899,516 gross (140,034 net) undeveloped acres located in the United States
and 88,445 gross (87 net) developed acres and 2,205,084 gross (20,005 net) undeveloped acres in other
international locations.

For
additional information relating to oil and gas producing activities, see Note 19
to the Consolidated Financial Statements included in the Companys 2001
Annual Report to Stockholders and as part of Exhibit 13 attached hereto.

10

---

Ocean
Energy, Inc.

U.S. Regulation

The
availability of a ready market for oil and natural gas production depends upon
numerous regulatory factors beyond the Companys control. These factors
include regulation of oil and natural gas production, federal and state
regulations governing environmental quality and pollution control and state
limits on allowable rates of production by a well or proration unit. State and
federal regulations generally are intended to prevent waste of oil and natural
gas, protect rights to produce oil and natural gas between owners in a common
reservoir, control the amount of oil and natural gas produced by assigning
allowable rates of production and control contamination of the environment.

Regulation
of Oil and Natural Gas Exploration and Production. Exploration and
production operations of the Company are subject to various types of regulation
at the federal, state and local levels. Such regulation includes requiring
permits for the drilling of wells, maintaining bonding requirements in order to
drill or operate wells, and regulating the location of wells, the method of
drilling and casing wells, the surface use and restoration of properties upon
which wells are drilled and the plugging and abandonment of wells. The
Companys operations are also subject to various conservation laws and
regulations. These include the regulation of the size of drilling and spacing
units or proration units and the density of wells which may be drilled and
unitization or pooling of oil and gas properties. In this regard, some states
allow the forced pooling or integration of tracts to facilitate exploration
while other states rely on voluntary pooling of lands and leases. In addition,
state conservation laws establish maximum rates of production requirements
regarding the ratability of production.

Federal
Regulation of Sales and Transportation of Natural Gas. Historically, the
transportation and sale of natural gas in U.S. interstate commerce has been
regulated pursuant to several laws enacted by Congress and the regulations
promulgated under these laws by the Federal Energy Regulatory Commission
(FERC). The FERC regulates the transportation and sale for resale of
natural gas in interstate commerce pursuant to the Natural Gas Act of 1938, or
NGA, and the Natural Gas Policy Act of 1978, or NGPA. Deregulation of wellhead
sales in the natural gas industry began with the enactment of the NGPA in 1978.
In 1989, Congress enacted the Natural Gas Wellhead Decontrol Act. The Decontrol
Act removed all NGA and NGPA price and non-price controls affecting wellhead
sales of natural gas effective January 1, 1993.

Our
sales of natural gas are affected by the availability, terms and cost of
transportation. The price and terms for access to pipeline transportation are
subject to extensive federal and state regulation. From 1985 to the present,
several major regulatory changes have been implemented by Congress and the FERC
that affect the economics of natural gas production, transportation and sales.

Commencing
in April 1992, the FERC issued Order Nos. 636 and subsequent orders in the same
proceeding (collectively Order No. 636), which require interstate
pipelines to provide transportation services separate, or unbundled,
from the pipelines sales of gas. Also, Order No. 636 requires
pipelines to provide open access transportation on a nondiscriminatory basis
that is equal for all natural gas shippers. The courts have largely affirmed the
significant features

11

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Ocean
Energy, Inc.

of Order No. 636
and numerous related orders pertaining to the individual pipelines, although the FERC
continues to review and modify their open access regulations. These initiatives may
affect the intrastate transportation of gas under certain circumstances.

In
particular, the FERC is conducting a broad review of their transportation
regulations, including how they operate in conjunction with state proposals for
retail gas market restructuring, whether to eliminate costofservice rates for
shortterm transportation, whether to allocate all shortterm capacity on the
basis of competitive auctions, and whether changes to longterm transportation
policies may also be appropriate to avoid a market bias toward shortterm
contracts. In February 2000, the FERC issued Order No. 637 amending certain
regulations governing interstate natural gas pipeline companies in response to
the development of more competitive markets for natural gas and natural gas
transportation. The goal of Order No. 637 is to fine tune the
open access regulations implemented by Order No. 636 to accommodate
subsequent changes in the market. Among other things, Order No. 637 revised FERC
pricing policy by waiving price ceilings for shortterm released capacity for a
twoyear period, and effected changes in FERC regulations relating to scheduling
procedures, capacity segmentation, pipeline penalties, rights of first refusal
and information reporting. Most major aspects of Order No. 637 are pending
judicial review. We cannot predict whether and to what extent FERCs market
reforms will survive judicial review and, if so, whether the FERCs actions
will achieve the goal of increasing competition in markets in which our natural
gas is sold. We do not believe that we will be affected by any action taken
materially differently than other natural gas producers, gatherers and marketers
with which we compete.

The
Outer Continental Shelf Lands Act (OCSLA) requires that all
pipelines operating on or across the Outer Continental Shelf (OCS)
provide openaccess, nondiscriminatory transportation service on their systems.
Commencing in April 2000, FERC issued Order Nos. 639 and 639A (collectively,
Order No. 639), which required gas service providers
operating on the OCS to make public their rates, terms and conditions of
service. The purpose of Order No. 639 was to provide regulators and other
interested parties with sufficient information to detect and to remedy
discriminatory conduct by such service providers. In a recent decision, the U.S.
District Court for the District of Columbia permanently enjoined the FERC from
enforcing Order No. 639, on the basis that the FERC did not possess the
requisite rulemaking authority under the OCSLA for issuing Order No. 639.
FERCs appeal of the courts decision is pending in the U.S. Court of
Appeals for the District of Columbia Circuit. We cannot predict the outcome of
this appeal, nor can we predict what further action FERC will take with respect
to this matter.

On
September 27, 2001, FERC issued a Notice of Proposed Rulemaking in Docket No.
RM0110. The proposed rules would expand FERCs current standards of
conduct to include a regulated transmission provider and all of its energy
affiliates. It is not known whether FERC will issue a final rule in this docket
and, if it does, whether the final rule would impact our operations.

Additional
proposals and proceedings that might affect the natural gas industry are pending
before Congress, the FERC and the courts. The natural gas industry historically
has

12

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Ocean
Energy, Inc.

been very
heavily regulated; therefore, there is no assurance that the less stringent regulatory
approach recently pursued by the FERC and Congress will continue.

Offshore
Leasing. U.S. offshore operations the Company conducts are on federal oil
and gas leases. Ocean must comply with regulatory restrictions from numerous
agencies, including the U.S. Minerals Management Service (MMS), U.S.
Bureau of Land Management, U.S. Coast Guard and U.S. Environmental Protection
Agency. For offshore operations, the Company must obtain regulatory approval for
exploration, development and production plans prior to the commencement of such
operations. These agencies have stringent engineering and construction
specifications, safetyrelated regulations concerning the design and operating
procedures for offshore production platforms and pipelines, regulations to
prohibit the flaring of liquid hydrocarbons and oil without prior authorization,
regulations governing the plugging and abandonment of wells located offshore and
the removal of all production facilities and other rules and regulations
governing many phases of offshore operations. To cover the various obligations
of lessees, governmental agencies generally require substantial bonds or other
acceptable assurances that such obligations will be met.

The
restructuring of oil and gas markets has resulted in a shifting of markets
downstream from the wells. Deregulation has altered the marketplace such that
lessors, including the MMS, are challenging the methods of valuation of
production for royalty purposes. In addition, the MMS is conducting an inquiry
into certain contract settlement agreements from which producers on MMS leases
have received settlement proceeds that are royalty bearing and the extent to
which producers have paid the appropriate royalties on those proceeds.

The
MMS issued a final rule that amended its regulations governing the valuation of
crude oil produced from federal leases. This rule, which became effective
June 1, 2000, provides that the MMS will collect royalties based on the
market value of oil produced from federal leases. The lawfulness of the new rule
has been challenged in federal court. We cannot predict whether this new rule
will be upheld in federal court, nor can we predict whether the MMS will take
further action on this matter. However, we do not believe that this new rule
will affect us any differently than other producers and marketers of crude oil.

Competition
and Significant Customers

The
Companys competitors in oil and gas exploration, development and
production include major oil companies, as well as numerous independent oil and
gas companies, individuals and drilling partnerships. Some of these competitors
have financial and personnel resources substantially in excess of those
available to the Company and, therefore, the Company may be placed at a
competitive disadvantage. The Companys success in discovering reserves
will depend on its ability to select suitable prospects for future exploration
in todays competitive environment. For further discussion of the
Companys customers and markets see Note 2 to the Consolidated Financial
Statements included in the Companys 2001 Annual Report to Stockholders
and as part of Exhibit 13 attached hereto.

13

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Ocean
Energy, Inc.

During
2001, purchases by Duke Energy Trading & Marketing and affiliates
(DETM), a whollyowned subsidiary of Duke Energy Corp., and
ExxonMobil Sales and Supply (EMSS), a whollyowned subsidiary of
ExxonMobil Corporation, accounted for 42% and 19%, respectively, of the
Companys total oil and gas production revenues. During 2000, purchases by
DETM and EMSS accounted for 44% and 20%, respectively, of the Companys
total oil and gas production revenues. During 1999, purchases by DETM, EMSS, and
Enron Corporation accounted for 11%, 18%, and 16%, respectively, of the
Companys total oil and gas production revenues. Because a ready market
exists for the Companys oil and gas production the Company does not
believe the loss of any individual customer would have a material adverse effect
on its financial position or results of operations.

Environmental
Matters

Oceans
operations are subject to federal, foreign, state and local laws and regulations
governing the discharge of materials into the environment or otherwise relating
to environmental protection. Numerous governmental departments issue rules and
regulations to implement and enforce such laws which are often difficult and
costly to comply with and which carry substantial penalties for failure to
comply. These laws and regulations may require the acquisition of a permit
before drilling or production commences, restrict the types, quantities and
concentration of various substances that can be released into the environment in
connection with drilling and production activities, limit or prohibit drilling
activities on certain lands lying within wilderness, wetlands and other
protected areas, restrict the rate of oil and gas production and impose
substantial liabilities for pollution resulting from the Companys
operations. State laws often require some form of remedial action to prevent
pollution from former operations, such as pit closure and plugging abandoned
wells. In addition, these laws and regulations may impose substantial
liabilities and penalties for the Companys failure to comply with them or
for any contamination resulting from the Companys operations.

The
Company has established policies and procedures for continuing compliance with
environmental laws and regulations. However, the Company does not believe costs
relating to these laws and regulations have had a material adverse effect on the
Companys operations or financial condition in the past. As these laws and
regulations are becoming more stringent and complex, there is no assurance that
changes in or additions to laws or regulations regarding the protection of the
environment will not have such an impact in the future. The requirements imposed
by these laws and regulations are frequently changed and subject to new
interpretations. It is likely that the costs of compliance with environmental
laws and regulations could increase the cost of operating drilling equipment or
significantly limit drilling and operation or production activities.

Risk Factors

In
addition to the other information in this document, investors in our common
stock should consider carefully the following risks.

14

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Ocean
Energy, Inc.

Dependence
On Oil and Gas Prices. Oceans success will depend on the market prices
of oil and gas. These market prices tend to fluctuate significantly in response
to factors beyond the Companys control. Oil and gas prices have changed
significantly during 2001. Natural gas prices, which were at record levels at
the beginning of 2001, declined steadily throughout the year in response to the
downtown in the economy, reduced weatherrelated demand and record gas storage
levels. Crude oil prices also declined throughout 2001 as a result of the global
economic downturn and decreases in demand that were only partially offset by
OPECs supply constraints. Reductions in oil and gas prices not only reduce
revenues and profits, but could also reduce the quantities of reserves that are
commercially recoverable. Significant declines in prices could result in
noncash charges to earnings due to a ceiling test writedown under the full cost
method of accounting which the Company uses to account for its exploration and
development activities.

Significant
Capital Requirements. Ocean must make a substantial amount of capital
expenditures for the acquisition, exploration and development of oil and gas
reserves. Historically, we have paid for these expenditures with cash from
operating activities, proceeds from debt and equity financings and asset sales.
Oceans revenues or cash flows could be reduced because of lower oil and
gas prices or for other reasons. If Oceans revenues or cash flows
decrease, we may not have the funds available to replace our reserves or to
maintain production at current levels. If this occurs, our production will
decline over time. Other sources of financing may not be available if
Oceans cash flows from operations are not sufficient to fund its capital
expenditure requirements. Where Ocean is not the majority owner or operator of
an oil and gas project, it may have no control over the timing or amount of
capital expenditures associated with the particular project. If Ocean cannot
fund its capital expenditures, its interests in some projects may be reduced or
forfeited.

Our
Oil and Gas Reserve Information Is Estimated. The proved oil and gas reserve
information included in this document represents estimates. These estimates are
based primarily on reports prepared by internal reserve engineers and were
calculated using oil and gas prices as of December 31, 2001, which could change.
An independent petroleum engineering firm annually reviews at least 80% of the
Companys estimates of proved reserves. Petroleum engineering is a
subjective process of estimating underground accumulations of oil and gas that
cannot be measured in an exact manner. Estimates of economically recoverable oil
and gas reserves and of future net cash flows necessarily depend upon a number
of variable factors and assumptions, including:

- historical production from the area compared with production from other similar producing areas;
- the assumed effects of regulations by governmental agencies;
- assumptions concerning future oil and gas prices; and
- assumptions concerning future operating costs, severance and excise taxes, development costs and
         workover and remedial costs.

15

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Ocean
Energy, Inc.

Because
all reserve estimates are to some degree subjective, each of the following items
may differ materially from those assumed in estimating reserves:

- the quantities of oil and gas that are ultimately recovered;
- the production and operating costs incurred;
- the amount and timing of future development expenditures; and
- future oil and gas sales prices.

Furthermore,
different reserve engineers may make different estimates of reserves and cash
flows based on the same available data. Oceans actual production, revenues
and expenditures with respect to reserves will likely be different from
estimates and the differences may be material. The discounted future net cash
flows included in this document should not be considered as the current market
value of the estimated oil and gas reserves attributable to Oceans
properties. As required by the SEC, the estimated discounted future net cash
flows from proved reserves are generally based on prices and costs as of the
date of the estimate, while actual future prices and costs may be materially
higher or lower. Actual future net cash flows also will be affected by factors
such as:

- the amount and timing of actual production;
- supply and demand for oil and gas;
- increases or decreases in consumption; and
- changes in governmental regulations or taxation.

In
addition, the 10% discount factor, which is required by the SEC to be used to
calculate discounted future net cash flows for reporting purposes, is not
necessarily the most appropriate discount factor based on interest rates in
effect from time to time and risks associated with the Company or the oil and
gas industry in general.

Ocean
Operates in Foreign Countries and Will Be Subject to Political, Economic and
Other Uncertainties. Ocean conducts significant operations in foreign
countries including Equatorial Guinea, Côte dIvoire and Egypt. As of
December 31, 2001, approximately 37% of the Companys reserves were located
in foreign countries. Ocean may also expand its foreign operations in the
future. Operations in foreign countries are subject to political, economic and
other uncertainties, including:

- the risk of war, acts of terrorism, revolution, border disputes, expropriation, renegotiation or
         modification of existing contracts, import, export and transportation regulations and tariffs;
- taxation policies, including royalty and tax increases and retroactive tax claims;
- exchange controls, currency fluctuations and other uncertainties arising out of foreign government
         sovereignty over Ocean's international operations;

16

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Ocean
Energy, Inc.

- laws and policies of the United States affecting foreign trade, taxation and investment; and
- the possibility of having to be subject to the exclusive jurisdiction of foreign courts in connection
         with legal disputes and the possible inability to subject foreign persons to the jurisdiction of courts
         in the United States.

Foreign
countries have occasionally asserted rights to land, including oil and gas
properties, through border disputes. If a country claims superior rights to oil
and gas leases or concessions granted to Ocean by another country, Oceans
interests could be lost or decreased in value. Various regions of the world have
a history of political and economic instability. This instability could result
in new governments or the adoption of new policies that might assume a
substantially more hostile attitude toward foreign investment. In an extreme
case, such a change could result in termination of contract rights and
expropriation of foreignowned assets. This could adversely affect Oceans
interests. The Company seeks to manage these risks by, among other things,
concentrating its international exploration efforts in areas where the Company
believes that the existing government is favorably disposed towards United
States exploration and production companies.

Oil
and Gas Operations Involve Substantial Costs and Are Subject to Various Economic
Risks. The oil and gas operations of Ocean are subject to the economic risks
typically associated with exploration, development and production activities,
including the necessity of significant expenditures to locate and acquire
properties and to drill exploratory wells. In conducting exploration and
development activities, the presence of unanticipated pressure or irregularities
in formations, miscalculations or accidents may cause Oceans exploration,
development and production activities to be unsuccessful. This could result in a
total loss of Oceans investment in a particular property. If exploration
efforts in a country are unsuccessful in establishing proved reserves and
exploration activities cease, the amounts accumulated as unproved costs would be
charged against earnings as impairments. In addition, the cost and timing of
drilling, completing and operating wells is often uncertain.

Drilling
Oil and Gas Wells Could Involve Blowouts, Environmental Hazards and Other
Risks. The nature of the oil and gas business involves certain operating
hazards such as well blowouts, cratering, explosions, uncontrollable flows of
oil, gas or well fluids, fires, formations with abnormal pressures, pollution,
releases of toxic gas and other environmental hazards and risks. Any of these
operating hazards could result in substantial losses to Ocean. In addition,
Ocean may be liable for environmental damages caused by previous owners of
property purchased by Ocean or its predecessors. As a result, substantial
liabilities to third parties or governmental entities may be incurred. The
payment of these amounts could reduce or eliminate the funds available for
exploration, development or acquisitions. These reductions in funds could result
in a loss of Oceans properties. Additionally, some of Oceans oil and
gas operations are located in areas that are subject to tropical weather
disturbances. Some of these disturbances can be severe enough to cause
substantial damage to facilities and possibly interrupt production. In
accordance with customary industry practices, Ocean maintains insurance against
some, but not all, of such risks and losses. The occurrence of an event that is
not fully covered

17

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Ocean
Energy, Inc.

by insurance
could have a material adverse effect on the financial position and results of operations
of Ocean.

Competition
Within the Oil and Gas Industry is Intense. The exploration and production
business is highly competitive. Many of Oceans competitors have
substantially larger financial resources, staffs and facilities than Ocean.
These competitors include other independent oil and gas producers such as
Anadarko Petroleum Corporation, Apache Corporation, Burlington Resources
Inc., Devon Energy Corporation, EOG Resources, Inc., KerrMcGee
Corporation, Noble Affiliates, Inc., Pioneer Natural Resources Company, and
Unocal Corporation as well as major oil and gas companies such as ExxonMobil
Corporation, ChevronTexaco Corp., Shell Oil Company and BP Corporation.

Government
Agencies Can Increase Costs and Can Terminate or Suspend Operations. 
Oceans business is subject to foreign, federal, state and local laws and
regulations relating to the exploration for, and the development, production and
transportation of, oil and gas, as well as environmental and safety matters.
Many of these laws and regulations have become stricter in recent years. These
laws and regulations often impose greater liability on a larger number of
potentially responsible parties. Under some circumstances, the U.S. Minerals
Management Service may require the operations of Ocean on federal leases to be
suspended or terminated. These circumstances include Oceans failure to pay
royalties, Oceans failure to comply with safety and environmental
regulations and the MMS reaction to political pressure to limit offshore
drilling in environmentally sensitive areas. This could have a material adverse
effect on Oceans financial condition and operations. The requirements
imposed by these laws and regulations are frequently changed and subject to new
interpretations. It is likely that the costs of compliance could increase the
cost of operating offshore drilling equipment or significantly limit drilling
activity.

Terrorist
Attacks, Such as the Attacks That Occurred on September 11, 2001, May Adversely
Impact Our Results of Operations. The impact that the terrorist attacks of
September 11, 2001 may have on the energy industry in general, and on us in
particular, is not known at the time. Uncertainty surrounding retaliatory
military strikes or a sustained military campaign may affect our operations in
unpredictable ways, including disruptions of fuel supplies and markets,
particularly oil, and the possibility that infrastructure facilities, including
pipelines, production facilities, processing plants and refineries, could be
direct targets of, or indirect casualties of, an act of terror. We have incurred
additional costs since September 11, 2001 to safeguard certain of our assets and
we may be required to incur significant additional costs in the future.

The
terrorist attacks on September 11, 2001 and the changes in the insurance markets
attributable to the September 11 attacks may make certain types of insurance
more difficult for us to obtain. We may be unable to secure the levels and types
of insurance we would otherwise have secured prior to September 11, 2001. There
can be no assurance that insurance will be available to us without significant
additional costs. A lower level of economic activity could also result in a
decline in energy consumption which could adversely affect our revenues or
restrict our future growth. Instability in the financial markets as a result of
terrorism or war could also affect our ability to raise capital.

18

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Ocean
Energy, Inc.

Employees

As
of February 28, 2002, the Company had approximately 1,100 employees. In addition
to the services of its full time employees, the Company contracts, as needed,
the services of consulting geologists, engineers, regulatory consultants,
contract pumpers and certain other temporary employees. Except for local
national employees in Côte dIvoire, none of the Companys
employees are represented by a labor union. The Company considers its relations
with its employees to be satisfactory.

Executive
Officers of the Company

The
executive officers of the Company, each of who has been elected to serve until
his successor is elected and qualified, are as follows:

|Name | Age | Present Position and Prior Business Experience
|---- | --- | ----------------------------------------------

|James T. Hackett* | 48 | President and Chief Executive Officer since March 1999 and
Chairman of the Board since January 2000; President and Chief Executive Officer of
Seagull from September 1998 and Chairman of the Board of Seagull from January 1999 to
March 1999; Group President of Duke Energy's unregulated operations and Executive Vice
President of Panenergy from January 1996 to September 1998.
|----------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Robert K. Reeves* | 44 | Executive Vice President, General Counsel and Secretary since March
1999; Executive Vice President, General Counsel and Secretary of Old
Ocean from June 1997 to March 1999; Senior Vice President, General
Counsel and Secretary of Old Ocean from May 1994 to June 1997.
|----------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|John D. Schiller, Jr.* | 42 | Executive Vice President, Exploration & Production since March 2002;
Executive Vice President, Operations from March 2000 to March 2002,
Senior Vice President, North America Onshore and International
Operations from March 1999 to March 2000; Senior Vice President,
Operations of Seagull from September 1998 to March 1999; Production
Manager - Gulf Coast Division of Burlington Resources from October 1997
to August 1998; Engineering Manager - Offshore Division of Burlington
Resources from April 1994 to September 1997.
|---------------------- | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|William L. Transier* | 47 | Executive Vice President
and Chief Financial Officer since March 1999;
Executive Vice President and Chief Financial Officer of Seagull from
September 1998 to March 1999; Senior Vice President and Chief Financial
Officer of Seagull from May 1996 to September 1998; For the previous 20
years, he held a variety of positions at KPMG LLP including partner from
July 1986 until April 1996.
|-------------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|William S. Flores, Jr. | 45 | Senior Vice President, Drilling since March 1999; Vice President,
Drilling of Old Ocean from March 1998 to March 1999; Vice President,
Operations of Old Ocean from August 1993 to March 1998.
|---------------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

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Ocean
Energy, Inc.

|Name | Age | Present Position and Prior Business Experience
|---- | --- | ----------------------------------------------

|Scott A. Griffiths | 48 | Senior Vice President, Exploration & International New Ventures since
March 2002; Senior Vice President, International Exploration from March
1999 to March 2002; Senior Vice President Domestic Exploration of
Seagull from September 1998 to March 1999; Vice President Domestic
Exploration of Seagull from May 1997 to September 1998; Vice President
of Domestic Exploration of Seagull from October 1996 to May 1997; Vice
President of Exploration of Global Natural Resources from 1992 to
October 1996.
|------------------ | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Stephen A. Thorington* | 46 | Senior Vice President, Finance and Corporate Development since July
2001; Senior Vice President, Finance, Treasury and Corporate Development
from March 1999 to July 2001; Vice President, Finance and Treasurer of
Seagull from May 1996 to March 1999; Managing Director of Chase
Securities Inc. from April 1994 to May 1996.
|---------------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Bruce Busmire | 44 | Vice President, Investor Relations since February 2000;
Controller of
Altura Energy Ltd. from March 1997 to January 2000; For the previous 16
years, Mr. Busmire held a variety of positions in finance, accounting
and investor relations at Amoco Corporation.
|------------- | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Mario M. Coll, III | 40 | Vice President, Operational Planning and Chief Information Officer since
March 2001; Vice President, Operational Planning from March 1999 to
March 2001; Vice President, Planning - Corporate and International of
Old Ocean from April 1998 to March 1999; Business Planning Coordinator
of Old Ocean from September 1996 to April 1998.
|------------------ | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Peggy T. d'Hemecourt | 50 | Vice President, Human Resources since March 1999; Director, Human
Resources of Old Ocean from March 1998 to February 1999; Vice President,
Human Resources of UMC Petroleum Corporation from April 1997 to February
1998; Director, Human Resources of United Meridian Corporation ("UMC")
from January 1996 to March 1997.
|-------------------- | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Philip J. Iracane | 47 | Vice President, Marketing since December 2000; Vice President, Sales and
Services, Columbia Gas of Virginia from December 1998 to December 2000.
For the previous 11 years, Mr. Iracane was Sr. Vice President,
Marketing-East Coast of Coastal Gas Marketing.
|----------------- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|John J. Patton | 61 | Vice President and Associate
General Counsel, since September 1999; Vice
President and Assistant General Counsel - International of Old Ocean
from March 1998 to March 1999; Senior Vice President and General Counsel
of UMC from April 1995 to March 1998.
|-------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Andrew J. Sheu | 39 | Vice President, Tax since March 1999; Assistant Vice President, Tax of
Seagull from January 1998 to March 1999; Director, Tax of Torch Energy
Advisors, Inc. from December 1995 to January 1998.
|-------------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

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Ocean
Energy, Inc.

|Name | Age | Present Position and Prior Business Experience
|---- | --- | ----------------------------------------------

|Alan L. Smith | 39 | Vice President, Business Development since March 2001; Manager, Anadarko
Asset Team/NA Onshore Business Development December 1999 to March 2001;
Vice President Acquisitions, XPLOR Energy from November 1998 to December
1999 and Vice President Operations March 1997 to November 1998. Prior
to XPLOR, Mr. Smith held positions at Vastar Resources, Burlington
Resources and Ryder Scott.
|------------- | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Winston M. Talbert | 39 | Vice President and Treasurer since July 2001; Assistant Treasurer,
Corporate Finance from October 1999 to July 2001; Assistant Treasurer of
PennzEnergy Company from November 1998 to October 1999; Manager,
International Finance of Pennzoil Company from December 1996 to November
1998.
|------------------ | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Robert L. Thompson* | 55 | Vice President and Controller since January 2001; Senior Consultant with
Cambridge Energy Research Associates from January 2000 to January 2001;
Member of 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; Comptroller and
Corporate Planning Director of Oryx from January 1995 to September
1997.
|------------------- | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Carl E. Volke | 58 | Vice President, Administration since March 1999; Vice President,
Administration of Seagull from November 1996 to March 1999; Director,
Administration of Seagull from November 1986 to November 1996.
|------------- | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Janice Aston White | 49 | Vice President, Corporate Communications since December 2000; Director,
Corporate Communications of Ocean from November 1999 to November 2000;
Owner and President of Acclaim Communications from January 1997 to
November 1999; Director of Corporate Communications of Tenneco Energy
from February 1990 to December 1996.
|------------------ | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Frank D. Willoughby | 36 | Vice President, Financial Planning since March 1999; Prior to the
Seagull Merger, Mr. Willoughby held various financial positions with Old
Ocean, including Treasurer and Controller.
|------------------- | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* |  | Denotes
persons deemed officers for purposes of Section 16 of the Securities Exchange
Act of 1934. Other persons listed are not deemed officers for that purpose.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

Defined Terms

Natural
gas is stated herein in billion cubic feet (Bcf), million cubic feet
(MMcf) or thousand cubic feet (Mcf). Oil, condensate and
natural gas liquids (NGL) are stated in barrels (Bbl) or
thousand barrels (MBbl). Oil, condensate and NGL are converted to
gas at a ratio of one barrel of liquids per six Mcf of gas. MMBOE, MBOE and BOE
represent one million barrels, one thousand barrels and one barrel of oil
equivalent, respectively, with six Mcf of gas converted to one barrel of liquid.
Bcfe represents one billion cubic feet of gas equivalent. Net acres,
production or wells refers to the total acres, production or wells in which the

21

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Ocean
Energy, Inc.

Company has a
working interest, multiplied by the percentage working interest owned by the Company.

Item
2. Properties

Incorporated
herein by reference to Item 1 of this Annual Report on Form 10K.

Item 3. 
Legal Proceedings

The
Company is a named defendant in lawsuits and is a party in governmental
proceedings from time to time arising in the ordinary course of business. While
the outcome of such lawsuits or other proceedings against the Company cannot be
predicted with certainty, management does not expect these matters to have a
material adverse effect on the financial position or results of operations of
the Company.

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

None
during the fourth quarter of 2001.

Part II

Item 5. 
Market for Registrants Common Stock and Related Stockholder Matters

|A. |  | The
Companys Common Stock (the Common Stock) is traded on the New York
Stock Exchange under the ticker symbol OEI.  The high and low sales prices on
the New York Stock Exchange Composite Tape for each quarterly period during the last two
fiscal years for the registrant were as follows:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|               | 2001 | 2000
|-------------- | ---- | ----
|              
|
|              
|First Quarter  |      |     
|Second Quarter |      |     
|Third Quarter  |      |     
|Fourth Quarter |      |     

|B. |  | As
of March 22, 2002, there were approximately 2,898 holders of record of Common Stock.
|-- |  | ---------------------------------------------------------------------------------------

|C. |  | Beginning
in January 2001, the Company has paid quarterly dividends of $0.04 per share on its
outstanding common stock. The amount of future dividends will be determined on a
quarterly basis, and will depend on earnings, financial condition, capital requirements
and other factors. The Company did not declare any cash dividends on its Common Stock
during the first three quarters of 2000 or in 1999 or 1998. The Companys revolving
credit agreement and outstanding indentures restrict the Companys declaration or
payment of dividends on and repurchases of Common Stock. Under the most restrictive of
these tests, as of December 31, 2001, approximately $371 million was
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

---

Ocean
Energy, Inc.

| |  | available for
payment of dividends or repurchase of Common Stock. In addition, the terms of the Companys
Series B Convertible Preferred Stock and certain debt securities limit the Companys
ability to pay cash dividends.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 6. Selected
Financial Data

Selected
Financial Data (1)(Amounts in Thousands Except Per Share Data)

|                                   | Year Ended December 31,
|---------------------------------- | -----------------------
|                                  
|
|                                  
|Revenues                           |                        
|Net income (loss) from continuing  |                        
|operations (2)                     |                        
|Earnings (loss) from continuing    |                        
|operations per share (2):          |                        
|Basic                              |                        
|Diluted                            |                        
|Cash dividends declared on         |                        
|common stock (per share)           |                        
|Net cash provided by operating     |                        
|activities before changes in       |                        
|operating assets and               |                        
|liabilities                        |                        
|Net cash provided by operating     |                        
|activities                         |                        
|Total assets                       |                        
|Long-term debt                     |                        
|Stockholders' equity               |                        
|Capital expenditures               |                        
|Acquisitions, net of cash acquired |                        
|Standardized measure of            |                        
|discounted future net cash         |                        
|flows                              |                        

|(1) |  | Includes
the effect of the Seagull merger since March 30, 1999.
|--- |  | ---------------------------------------------------------------

|(2) |  | Includes
aftertax impairments of $13 million, $43 million and $335 million in 2000, 1999 and
1998, respectively, and aftertax merger and integration costs of $2 million, $31
million and $33 million in 2000, 1999 and 1998, respectively.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 7. 
Managements Discussion and Analysis of Financial Condition and Results of Operations

Incorporated
herein by reference to Managements Discussion and Analysis of Financial
Condition and Results of Operations included in the Companys 2001 Annual
Report to Stockholders and as part of Exhibit 13 attached hereto.

Item 7a. 
Quantitative and Qualitative Disclosures About Market Risk

Incorporated
herein by reference to the Market Risk Disclosures included in the
Companys 2001 Annual Report to Stockholders and as part of Exhibit 13
attached hereto.

23

---

Ocean
Energy, Inc.

Item 8. 
Financial Statements and Supplementary Data

Incorporated
herein by reference to the Consolidated Financial Statements included in the
Companys 2001 Annual Report to Stockholders and as part of Exhibit 13
attached hereto.

Item 9. 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Part III

Item 10. 
Directors and Executive Officers of the Registrant

Incorporated
herein by reference to Election of Directors included in the Proxy
Statement for the Companys Annual Meeting of Stockholders to be held on
May 14, 2002 (the Proxy Statement). See also Executive
Officers of the Company included in Part I of this Annual Report on Form
10K, which is incorporated by reference herein.

Item 11. 
Executive Compensation

Incorporated
herein by reference to Executive Compensation  Summary Compensation
Table, Compensation Arrangements,   Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal YearEnd
Option/SAR Values,   Option/SAR Grants in Last Fiscal
Year, and   Executive Supplemental Retirement Plan and
Election of Directors  Compensation of Directors included in
the Proxy Statement. Notwithstanding any provision in this Annual Report on Form
10K to the contrary, under no circumstances are the Report of the
Organization and Compensation Committee on Executive Compensation or the
information under the heading Stockholder Return Performance
Presentation incorporated herein for any purpose.

Item 12. 
Security Ownership of Certain Beneficial Owners and Management

Incorporated
herein by reference to Principal Stockholders and Election of
Directors  Security Ownership of Directors and Management included
in the Proxy Statement.

Item 13. 
Certain Relationships and Related Transactions

Incorporated
herein by reference to Election of Directors  Certain
Transactions included in the Proxy Statement.

24

---

Ocean
Energy, Inc.

Part IV

Item 14. 
Exhibits, Financial Statement Schedules and Reports on Form 8K

(a)  1. Financial
Statements:

The
Consolidated Financial Statements, Notes to Consolidated Financial Statements
and Independent Auditors Report thereon are included in the
Companys 2001 Annual Report to Stockholders and as part of Exhibit 13
attached hereto, and are incorporated herein by reference.

2. Schedules:

All
schedules have been omitted because the required information is insignificant or
not applicable.

3.
Exhibits:

|2.1 |  | Agreement
and Plan of Merger, dated March 30, 2001, by and between Ocean Energy Inc., a Texas
corporation, and Ocean Energy Inc., a Delaware corporation, incorporated by reference to
Exhibit 2.1 to the Companys Current Report on Form 8K filed with the
Securities and Exchange Commission (the SEC) on May 14, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 |  | Certificate
of Incorporation of Ocean Energy, Inc., a Delaware corporation, incorporated by reference
to Exhibit 4.1 to the Companys Current Report on Form 8K filed with the
Securities and Exchange Commission on May 14, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 |  | Bylaws
of Ocean Energy, Inc., a Delaware corporation, incorporated by reference to Exhibit 4.2
to the Companys Current Report on Form 8K filed with the SEC on May 14, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 |  | Certificate
of Designations relating to Series B Convertible Preferred Stock of Ocean Energy, Inc., a
Delaware corporation, incorporated by reference to Exhibit 4.3 to the Companys
Current Report on Form 8K filed with the SEC on May 14, 2001.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*4.1 |  | Amended
and Restated Rights Agreement dated March 17, 1989, as amended effective June 13, 1992,
and amended and restated as of December 12, 1997, between the Company and BankBoston,
N.A. (as successor to NCNB Texas National Bank), including Form of Statement of
Resolution Establishing the Series B Junior Participating Preferred Stock, the Form of
Right Certificate and Form of Summary of Rights to Purchase Preferred Shares (the
Agreement is incorporated by reference to Exhibit 2 to Current Report on Form 8K
dated December 15, 1997; Amendment No. 1 dated November 24, 1998 is incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K filed on December 1, 1998).
Amendment No. 2, dated as of March 10, 1999, is incorporated by reference to Exhibit 4.1
to the Companys Current Report on Form 8K filed with the Securities and
Exchange Commission on March 12, 1999; Amendment No. 3, dated as of May 19, 1999, is
incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8K
filed with the Securities and Exchange Commission on May 21, 1999). Amendment No. 4,
dated as of May 19, 2000, is incorporated by reference to the Companys Current
Report on Form 8K filed with the Securities and Exchange Commission on May 22,
2000; Amendment No. 5, dated as of May 9, 2001, incorporated by reference to Exhibit 4.4
to the Companys Current Report on Form 8K filed with the SEC on May 14, 2001;
Amendment No. 6, dated as of December 12, 2001 (filed herewith).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

25

---

Ocean
Energy, Inc.

|4.2 |  | Revolving
Credit Agreement, dated as of March 30, 1999, among the Company, Chase Bank of Texas,
National Association ("Chase Texas") (Individually and as Administrative Agent), The
Chase Manhattan Bank ("Chase Manhattan") (as Auction Administrative Agent), Bank of
America National Trust and Savings Association ("Bank of America") (Individually and as
Syndication Agent), Bank One Texas, N. A. ("Bank One") (Individually and as Documentation
Agent), Societe Generale, Southwest Agency ("Societe Generale") (Individually and as
Managing Agent), the Bank of Montreal (Individually and as Managing Agent), and the other
Banks signatory thereto (incorporated by reference to Exhibit 4.1 to the Company's Form
10-Q for the period ended March 31, 1999); First Amendment, dated as of February 29,
2000, incorporated by reference to the Company's Form 10-Q for the period ending March
31, 2000.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 |  | Ratification
by Ocean Energy, Inc., a Delaware corporation, of that certain Revolving Credit
Agreement, dated March 31, 1999, by and among Ocean Energy, Inc., a Texas corporation,
and the other parties thereto, incorporated by reference to Exhibit 99.10 to the
Companys Current Report on Form 8K filed with the SEC on May 14, 2001.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 |  | Senior
Indenture dated as of July 15, 1993, relating to the 7 7/8% Notes due 2003, by and between
the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit
4.1 to Quarterly Report on Form 10Q for the quarter ended March 31, 1998); First
Supplemental Indenture, dated as of March 30, 1999, is incorporated by reference to
Exhibit 4.11 to the Companys Form 10Q for the period ended March 31, 1999); Second
Supplemental Indenture, dated as of May 9, 2001, incorporated by reference to Exhibit
99.3 to the Companys Current Report on Form 8K filed with the SEC on May 14, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 |  | Senior
Indenture among the Company and The Bank of New York, as Trustee, and Specimen of 71⁄2%
Senior Notes (incorporated by reference to Exhibit 4.4 to Annual Report on Form 10K for
the year ended December 31, 1997; the First Supplemental Indenture, dated as of March 30,
1999, is incorporated by reference to Exhibit 4.10 to the Companys Form 10Q for the
period ended March 31, 1999); Second Supplemental Indenture, dated as of May 9, 2001,
incorporated by reference to Exhibit 99.4 to the Companys Current Report on Form 8K
filed with the SEC on May 14, 2001.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 |  | Indenture,
dated as of July 8, 1998, among Ocean Energy, Inc., its Subsidiary Guarantors, and U.S.
Bank Trust National Association, relating to the 8 3/8% Series A Senior Subordinated
Notes due 2008 and the 8 3/8% Series B Senior Subordinated Notes due 2008 (the Indenture
is incorporated by reference to Exhibit 10.22 to the Form 10Q for the period ended June
30, 1998 of Ocean Energy, Inc. (Registration No. 025058); the First Supplemental
Indenture, dated March 30, 1999, is incorporated by reference to Exhibit 4.3 to the
Companys Form 10Q for the period ended March 31, 1999); Second Supplemental Indenture,
dated as of May 9, 2001 incorporated by reference to Exhibit 99.7 to the Companys
Current Report on Form 8K filed with the SEC on May 14, 2001.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 |  | Indenture,
dated as of July 8, 1998, among Ocean Energy, Inc., its Subsidiary Guarantors, and
Norwest Bank Minnesota, National Association (Norwest Bank) as Trustee, relating to the 7
5/8% Senior Notes due 2005 (the Indenture is incorporated by reference to Exhibit 10.23
to the Form 10Q for the period ended June 30, 1998 of Ocean Energy, Inc. (Registration
No. 025058); the First Supplemental Indenture, dated March 30, 1999, is incorporated by
reference to Exhibit 4.4 to the Companys Form 10Q for the period ended March 31, 1999);
Second Supplemental Indenture, dated as of May 9, 2001, incorporated by reference to
Exhibit 99.1 to the Companys Current Report on Form 8K filed with the SEC on May 14,
2001.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 |  | Indenture,
dated as of July 8, 1998, among Ocean Energy, Inc., its Subsidiary Guarantors, and
Norwest Bank as Trustee, relating to the 81⁄4% Senior Notes due 2018 (the Indenture is
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

---

Ocean
Energy, Inc.

| |  | incorporated by
reference to Exhibit 10.24 to the Form 10Q for the period ended June 30, 1998 of
Ocean Energy, Inc. (Registration No. 025058); the First Supplemental Indenture,
dated March 30, 1999, is incorporated by reference to Exhibit 4.5 to the Companys
Form 10Q for the period ended March 31, 1999); Second Supplemental Indenture, dated
as of May 9, 2001, incorporated by reference to Exhibit 99.2 to the Companys
Current Report on Form 8K filed with the SEC on May 14, 2001.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 |  | Indenture,
dated as of July 2, 1997, among Ocean Energy, Inc., the Subsidiary Guarantors Named
Therein and State Street Bank and Trust Company, as Trustee, relating to the 8 7/8%
Senior Subordinated Notes due 2007 (the Indenture is incorporated by reference to Exhibit
4.1 to the Registration Statement on Form S4 (No. 33332715) of Ocean Energy, Inc.; the
First Supplemental Indenture, dated as of March 27, 1998, is incorporated by reference to
Exhibit 10.11 to the Form 8K of Ocean Energy, Inc. (Registration No. 025058) filed with
the SEC on March 31, 1998; the Second Supplemental Indenture, dated as of March 30, 1999
is incorporated by reference to Exhibit 4.6 to the Companys Form 10Q for the period
ended March 31, 1999); Third Supplemental Indenture, dated as of May 9, 2001 incorporated
by reference to Exhibit 99.5 to the Companys Current Report on Form 8K filed with the
SEC on May 14, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 |  | Senior
Indenture dated as of September 28, 2001 between Ocean Energy, Inc. (a Louisiana
corporation) and The Bank of New York, as trustee (incorporated by reference to Exhibit
4.1 to the Companys Current Report on Form 8K filed with the Securities and Exchange
Commission on September 28, 2001). Officers Certificate establishing the terms of the 71⁄4% Senior Notes due October 1, 2011, including the form of global note relating thereto
(incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8K
filed with the Securities and Exchange Commission on September 28, 2001).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.1 |  | 1999
LongTerm Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Form
10Q for the period ended June 30, 1999).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|#10.2 |  | Seagull
Energy Corporation 1981 Stock Option Plan (Restated), including forms of agreements, as
amended (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10Q for
the quarter ended March 31, 1998).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.3 |  | Seagull
Energy Corporation 1983 Stock Option Plan (Restated), including forms of agreements, as
amended (plan is incorporated by reference to Exhibit 10.4 to Quarterly Report on Form
10Q for the quarter ended March 31, 1998).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.4 |  | Seagull
Energy Corporation 1986 Stock Option Plan (Restated), including forms of agreements, as
amended (incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10Q for
the quarter ended March 31, 1998).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.5 |  | Seagull
Energy Corporation 1990 Stock Option Plan, including forms of agreements, as amended
(incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10Q for the
quarter ended March 31, 2001; Form of Amendment to Stock Option Agreement(s) filed herewith).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.6 |  | Global
Natural Resources Inc. 1989 Key Employees Stock Option Plan (the Plan is incorporated by
reference to Exhibit 4.1 to Registration Statement No. 3331537 of Global Natural
Resources Inc.; the Form of Stock Option Agreement is incorporated by reference to
Exhibit 4.2 to Registration Statement No. 3331537 of Global Natural Resources Inc.; Form
of Amendment to Stock Option Agreement(s) filed herewith).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.7 |  | Global
Natural Resources Inc. 1992 Stock Option Plan and Form of Stock Option Agreement
(incorporated by reference to Exhibit 10.7 to Annual Report on Form 10K for the year
ended December 31, 2000); Form of Amendment to Stock Option Agreement(s) filed herewith).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27

---

Ocean
Energy, Inc.

|#10.8 |  | Seagull
Energy Corporation 1993 Nonemployee Directors Stock Option Plan, including forms of
agreements, as amended (incorporated by reference to Exhibit 10.1 to Quarterly Report on
Form 10Q for the quarter ended September 30, 1997).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.9 |  | Seagull
Energy Corporation 1993 Stock Option Plan, as amended (incorporated by reference to
Exhibit 10.3 to Quarterly Report on Form 10Q for the quarter ended September 30, 1997).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.10 |  | 1995
Omnibus Stock (incorporated by reference to exhibit 10.10 to Annual Report on Form 10K
for the year ended December 31, 2000); Form of Amendment to Stock Option Agreement(s) filed herewith).
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.11 |  | 1998
Omnibus Stock Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form
10Q for the quarter ended June 30, 1998).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------

|#10.12 |  | UMC
1987 Nonqualified Stock Option Plan, as amended, (the Plan is incorporated herein by
reference to Exhibit 10.3 to UMCs Form S1 (No. 3363532) filed with the SEC on May 28,
1993; the Third Amendment, dated November 16, 1993, and the Fourth Amendment, dated April
6, 1994, are incorporated by reference to Exhibit 10.12 to Annual Report on Form 10K for
the year ended December 31, 2000; the Fifth Amendment, dated November 19, 1997, is
incorporated by reference to Exhibit 4.7 to UMCs Form S3 (No. 33342467); the Sixth
Amendment, dated March 27, 1998, and the Seventh Amendment, dated February 1, 1999, are
incorporated by reference to Exhibit 10.3 to Form 10Q for the period ended March 31,
1999).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.13 |  | UMC
1994 Employee Nonqualified Stock Option Plan, as amended (the Plan is incorporated by
reference to Exhibit 4.14 to UMCs Form S8 (No. 3379160) filed with the SEC on May 19,
1994; the First Amendment, dated November 16, 1994, is incorporated by reference to
Exhibit 4.11.1 to UMCs Form S8 (No. 3386480) filed with the SEC on November 18, 1994;
the Second Amendment, dated May 22, 1996, is incorporated by reference to Exhibit 4.3.2
to UMCs Form S8 (No. 33305401) filed with the SEC on June 6, 1996; the Third
Amendment, dated November 13, 1996, is incorporated by reference to Exhibit 4.3.3 to
UMCs Form S8 (No. 33328017) filed with the SEC on May 29, 1997; the Fourth Amendment,
dated May 29, 1997, is incorporated herein by reference to Exhibit 4.3.4 to UMCs Form
S8 (No. 33328017) filed with the SEC on May 29, 1997; the Fifth Amendment, dated
November 19, 1997, is incorporated by reference to Exhibit 4.8 to UMCs Form S3 (No.
33342467) filed with the SEC on December 17, 1997; the Sixth Amendment, dated March 27,
1998 is incorporated by reference to Exhibit 10.4 to Form 10Q for the period ended March
31, 1999).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.14 |  | UMC
1994 Outside DirectorsNonqualified Stock Option Plan, as amended (the Plan is
incorporated herein by reference to Exhibit 4.15 to UMCs Form S8 (No. 3379160)
filed with the SEC on May 19, 1994; the First Amendment, dated May 22, 1996, is
incorporated by reference to Exhibit 4.4.1 to UMCs Form S8 (No. 33305401) filed
with the SEC on June 6, 1996; the Second Amendment, dated November 13, 1996, is
incorporated herein by reference to Exhibit 4.4 to UMCs Form S-8 (No. 33328017)
filed with the SEC on May 29, 1997; the Third Amendment, dated November 19, 1997, is
incorporated by reference to Exhibit 4.9 to UMCs Form S3 (No. 33342467);
Fourth Amendment, dated March 27, 1998 is incorporated by reference to Exhibit 10.6 to
Form 10Q for the period ended March 31, 1999).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.15 |  | 1994
LongTerm Incentive Plan (the Plan, as amended, is incorporated by reference to
Exhibit 10.3 to Amendment No. 2 to the Registration Statement on Form S1 (No. 3384308)
of Ocean Energy, Inc.(Registration No. 025058); the Second Amendment, dated March 27, 1998 is
incorporated by reference to Exhibit 4.2 to Form 10Q for the period ended March 31,
1999).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.16 |  | 1996
LongTerm Incentive Plan, as amended (the Plan, as amended, is incorporated by
reference
|------ |  | ---------------------------------------------------------------------------------------------

28

---

Ocean
Energy, Inc.

| |  | to Exhibit
99.1 to the Form S8 (No. 33345117) of Ocean Energy, Inc. (Registration No. 025058)
filed with the SEC on January 29, 1998; the Second Amendment, dated March 27, 1998, is
incorporated by reference to Exhibit 4.2 to Form 10Q for the period ended March 31,
1999).
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.17 |  | 1998
LongTerm Incentive Plan (incorporated by reference to Appendix E to Ocean Energy,
Inc.s Joint Proxy Statement Prospectus on Form S4 (33343933) filed with
the SEC on January 9, 1998).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.18 |  | LongTerm
Incentive Plan for NonExecutive Employees, as amended (the Plan, as amended, is
incorporated by reference to Exhibit 99.1 to the Form S8 (No. 33345119) of Ocean
Energy, Inc. (Registration No. 025058); Amendment No. 2, incorporated by reference
to Exhibit 99.2 to the Form S8 (No. 33349185) of Ocean Energy, Inc.;
Amendment No. 3, dated as of May 20, 1998, is incorporated by reference to Exhibit 10.46
to the Annual Report on Form 10K for the year ended December 31, 1998, of Ocean
Energy, Inc. (Registration No. 025058); Amendment No. 4 is incorporated by reference to
Exhibit 10.20 to the Companys Annual Report on Form 10K for the year ended
December 31, 1999; Amendment No. 5 is incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10Q for the quarter ended September 30, 2001; Amendment
No. 6, dated as of December 12, 2001 (filed herewith).
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.19 |  | Ocean
Energy, Inc. 2001 LongTerm Incentive Plan, incorporated by reference to Exhibit
99.9 to the Companys Current Report on Form 8K filed with the SEC on May 14,
2001.
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.20 |  | Outside
Directors Deferred Fee Plan as Amended and Restated Effective July 1, 2001 (incorporated
by reference to Exhibit 10.1 to Quarterly Report on Form 10Q for the quarter ended June
30, 2001).
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.21 |  | Ocean
Energy Inc. Directors Compensation Plan adopted July 19, 2001 (incorporated by reference
to Exhibit 10.4 to Quarterly Report on Form 10Q for the quarter ended September 30,
2001).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.22 |  | Ocean
Energy Inc. Executive Supplemental Retirement Plan (as Amended and Restated) as of July
1, 2001 (incorporated by reference to Quarterly Report on Form 10Q for the quarter
ended September 30, 2001).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.23 |  | Ocean
Energy Inc. Supplemental Benefit Plan, as Amended and Restated Effective July 1, 2001
(incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10Q for the
quarter ended June 30, 2001).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.24 |  | Ocean
Energy, Inc. Excess Benefit Plan dated September 29, 2000, incorporated by reference to
the Companys Form 10Q for the quarter ended September 30, 2000; First
Amendment thereto, dated December 14, 2000, (incorporated by reference to Exhibit 10.24
to Annual Report on Form 10K for the year ended December 31, 2000).
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.25 |  | Form
of Indemnification Agreements among the Company and certain executive officers and
directors (incorporated by reference to Exhibit 10.19 to Form 10Q for the period ended
March 31, 1999).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.26 |  | Employment
Agreement by and between the Company and James T. Hackett, as amended (the Agreement is
incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10Q for the
quarter ended September 30, 1998; Amendment to Employment Agreement dated November 24,
1998 is incorporated by reference to Exhibit 10.15 to Form 10Q for the period ended
March 31, 1999; Second Amendment to Employment Agreement, effective as of December 15,
1999, is incorporated by reference to Exhibit 99.2 to Current Report on Form 8K filed
with the Securities and Exchange Commission on January 7, 2000).
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

---

Ocean
Energy, Inc.

|#10.27 |  | Employment
and Consulting Agreement by and between the Company and Barry J. Galt, as amended (the
Agreement is incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10Q
for the quarter ended September 30, 1998; Amendment to Employment and Consulting
Agreement dated November 24, 1998 is incorporated by reference to Exhibit 10.16 to Form 10Q
for the period ended March 31, 1999; Second Amendment to Employment and Consulting
Agreement is incorporated by reference to Exhibit 10.6 to Form 10Q for the period
ended June 30, 1999).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.28 |  | Employment
Agreement between the Company and Robert K. Reeves (incorporated by
reference to Exhibit 10.41 to Form 10Q for the period ended June 30, 1999).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.29 |  | Employment
Agreement between the Company and William L. Transier (incorporated by
reference to Exhibit 10.5 to Form 10Q for the period ended June 30, 1999).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.30 |  | Employment
Agreement between the Company and John D. Schiller Jr. dated July 20, 2000 (incorporated
by reference to Exhibit 10.4 to the Companys Form 10Q for the period ended
September 30, 2000).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.31 |  | Executive
Supplemental Retirement Plan Membership Agreement by and between the Company and James T.
Hackett (incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10Q
for the quarter ended September 30, 1998); First Amendment to Executive Supplemental
Retirement Plan Membership Agreement effective as of June 26, 2000, incorporated by
reference to Exhibit 10.3 to the Companys Form 10Q for the period ended
September 30, 2000; Second Amendment to Executive Supplemental Retirement Plan Membership
Agreement effective as of January 1, 2001, (incorporated by reference to Exhibit 10.33 to
Annual Report on Form 10K for the year ended December 31, 2000).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.32 |  | Executive
Supplemental Retirement Plan Membership Agreement by and between the Company and Robert
K. Reeves effective January 1, 2001 (incorporated by reference to Exhibit 10.35 to Annual
Report on Form 10K for the year ended December 31, 2000).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.33 |  | Executive
Supplemental Retirement Plan Membership Agreement by and between the Company and John D.
Schiller effective January 1, 2001 (incorporated by reference to Exhibit 10.36 to Annual Report on Form 10K
for the year ended December 31, 2000).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*#10.34 |  | Executive
Supplemental Retirement Plan Membership Agreement between the Company and Barry J. Galt
dated as of February 3, 1986, as amended (filed herewith).
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.35 |  | Executive
Supplemental Retirement Plan Membership Agreement by and between the Company and William
L. Transier effective January 1, 2001 (incorporated by reference to Exhibit 10.37 to
Annual Report on Form 10K for the year ended December 31, 2000).
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.36 |  | Severance
Agreement between the Company and James T. Hackett, as amended (incorporated by reference
to Exhibit 10.8 to Quarterly Report on Form 10Q for the quarter ended September 30,
1998). Amendment to Severance Agreement, effective as of December 15, 1999, incorporated
by reference to Exhibit 99.1 to Current Report on Form 8K filed with the Securities
and Exchange Commission on January 7, 2000.
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.37 |  | Severance
Agreement between the Company and Robert L. Thompson dated January 16, 2001, (incorporated
by reference to Exhibit 10.40 to Annual Report on Form 10K for the year ended
December 31, 2000).
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.38 |  | Severance
Agreement between the Company and Stephen A. Thorington dated June 16, 2001 (incorporated
by reference to Exhibit 10.3 to Quarterly Report on Form 10Q for the quarter
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

30

---

Ocean
Energy, Inc.

| |  | ended July 30, 2001).
| |  | ---------------------

|10.39 |  | Promissory
Note between John D. Schiller, Jr. and Seagull (incorporated by reference to Exhibit
10.31 to Annual Report on Form 10K for the year ended December 31, 1998).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.40 |  | Promissory
Note between William L. Transier and Seagull (incorporated by reference to Exhibit 10.32
to the Companys Annual Report on Form 10K for the year ended December 31,
1998).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|#10.41 |  | Ocean
Energy, Inc. 2001 Change of Control Severance Plan dated September 27, 2001 (incorporated
by reference to the Companys Quarterly Report on Form 10Q for the quarter
ended September 30, 2001).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.42 |  | Ocean
Energy, Inc. 2001 Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.8
to the Companys Form S8 filed with the SEC on November 13, 2000.
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|*10.43 |  | Natural
Gas Purchase and Sale Agreement dated October 1, 2001 between the Company as Seller and
Duke Energy Trading and Marketing, L.L.C., as Buyer, filed herewith.
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*13.0 |  | 2001
Annual Report of the Company (selected portions), filed herewith.
|----- |  | ----------------------------------------------------------------------

|*21.1 |  | Subsidiaries
of Ocean Energy, Inc.
|----- |  | ----------------------------------

|*23.1 |  | Consent
of KPMG LLP.
|----- |  | --------------------

|* |  | Filed
herewith.
|- |  | ---------------

|# |  | Identifies
management contracts and compensatory plans or arrangements.
|- |  | -----------------------------------------------------------------------

(b) Reports
on Form 8K

None
during the fourth quarter of 2001.

31

---

Ocean
Energy, Inc.

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: March 26, 2002 | By: /s/ James T. Hackett
     James T. Hackett, Chairman of the Board,
     President and Chief Executive Officer
     (Principal Executive Officer)
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

|By:    
/s/ James T. Hackett 
        James T. Hackett, Chairman of the Board,
          President, Chief Executive Officer and Director
          (Principal Executive Officer)Date:  March 26, 2002 | By:    
/s/ Peter J. Fluor          Peter J. Fluor, Director
 Date:  March 26, 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------

|By:    
/s/ William L. Transier 
        William L. Transier, Executive Vice President 
          and Chief Financial Officer
          (Principal Financial Officer)Date:  March 26, 2002 | By:    
/s/ Barry J. Galt          Barry J. Galt, Director
 Date:  March 26, 2002
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------

|By:    
/s/ Robert L. Thompson 
         Robert L. Thompson, Vice President and  
          Controller (Principal Accounting Officer)Date:  March 26, 2002 | By:    
/s/ Wanda G. Henton          Wanda G. Henton, Director
 Date:  March 26, 2002
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------

|By:    
/s/ J. Evans Attwell 
         J. Evans Attwell, Director
Date:  March 26, 2002 | By:    
/s/ Robert L. Howard          Robert L. Howard, Director
 Date:  March 26, 2002
|--------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------

|By:    
/s/ John B. Brock 
         John B. Brock, Director
Date:  March 26, 2002 | By:    
/s/ Elvis L. Mason          Elvis L. Mason, Director
 Date:  March 26, 2002
|--------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------

|By:    
/s/ Milton Carroll 
        Milton Carroll, Director
Date:  March 26, 2002 | By:    
/s/ Charles F. Mitchell, M.D.          Charles F. Mitchell, M.D.     
    Director
 Date:  March 26, 2002
|---------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------

|By:    
/s/ Thomas D. Clark, Jr. 
        Thomas D. Clark, Jr., Director 
Date:  March 26, 2002 | By:    
/s/ David K. Newbigging          David K. Newbigging     
    Director
 Date:  March 26, 2002
|----------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------

| | By:    
/s/ Dee S. Osborne          Dee S. Osborne, Director
 Date:  March 26, 2002
| | -----------------------------------------------------------------------------------

32

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