EXHIBIT 10.35

# OCEAN
ENERGY, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
MEMBERSHIP AGREEMENT

WHEREAS,
Robert K.  Reeves  ("Employee")  has been  selected as eligible to become a Member of the OCEAN ENERGY, INC. EXECUTIVE
SUPPLEMENTAL RETIREMENT PLAN (the "Plan"); and

WHEREAS,
the Plan provides that each Member shall execute a Membership Agreement setting
forth the terms and conditions of his membership; and

WHEREAS,
Employee desires to become a Member of the Plan on the terms and conditions set
forth therein and in this Membership Agreement;

NOW, THEREFORE, the parties hereto
 agree as follows:

1. Employee agrees to become a Member of the Plan, effective as of January 1, 2001.
2. Employee's Applicable Percentage under the Plan shall be 50%.
3. For purposes of Section 1.01(5) of the Plan, Employees considered period
shall be his last thirty-six consecutive months of employment or, if less, all
of his completed months of employment.
4. For purposes of Section 1.01(8) of the Plan,  Employee's  Compensation  shall include all amounts
received by Employee as bonuses from the Company.
5. For purposes of Section 1.01(14) of the Plan, Employees Normal Retirement
Date shall be the date upon which the Employee attains fifty-five years of age.
6. For purposes of Section  1.01(15) of the Plan,  Employee's  Pension  shall be a series of monthly
payments for a term certain of fifteen years.
7. Employee's  Vested  Interest in his benefit under the Plan shall be determined in accordance with
the following Vesting Schedule:

`Vested Interest
         Prior to January 1, 2006                                        0%
         As of January 1, 2006                                         100%`

Notwithstanding
the foregoing, in the event that (a) Employees employment is terminated
and, in connection with such termination, the Company is obligated to provide
compensation and benefits to Employee following such termination pursuant to the
Employment Agreement between the Company and Employee (the Employment
Agreement) or (b) Employees job is eliminated or substantially
reduced in scope following a Corporate Change (as such term is defined in the
Employment Agreement), Employees Vested Interest in his benefit under the
Plan shall be that percentage equal to a fraction, the numerator of which is the
number of full months since the Employee became a Member of the Plan and the
denominator of which is 60.

1. For purposes of Article IV of the Plan, each monthly payment of Employees
Pension shall be equal to his Applicable Percentage of his Average Monthly
Compensation.
2. For purposes of Section 4.04 of the Plan, the survivor annuity with respect to
Employee shall be paid for a maximum of fifteen years or, if less, the remaining
term of Employees Pension.
3. For purposes of Section 4.05 of the Plan, Employees Pension shall be
reduced by benefits received by him under the Ocean Energy, Inc. Long Term
Disability Plan, and payment of such Pension shall commence as of the first day
of the month coinciding with or next following Employees Normal Retirement
Date.

`EXECUTED this 14th day of December 2000.

                                                              OCEAN ENERGY, INC.


                                                              By:      _________________________
                                                                       Name:    Peggy T. d'Hemecourt
                                                                       Title:   Vice President - Human Resources

                                                              EMPLOYEE


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