================================================================================
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                    Form 10-K
(Mark One)
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1999
                                       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)
          Texas                                       74-1764876
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)
    1001 Fannin, Suite 1600
       Houston, Texas                                  77002-6714
(Address of principal executive offices)               (Zip Code)

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

           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. []

     As of March 22, 2000, 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
$1,973,247,000.

     As of March 22, 2000,  166,648,211 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 Shareholders for                     PARTS I and II
    year ended December 31, 1999
(2) Proxy Statement for Annual meeting                       PART III
    of Shareholders to be held on May 10, 2000
================================================================================
<PAGE>

                               Ocean Energy, Inc.


                                      Index

                                                                           Page
                                     Part I
Item 1. Business.......................................................      1
          Oil and Gas Operations.......................................      2
          U.S. Regulation..............................................      9
          Competition..................................................     10
          International Operations.....................................     10
          Environmental Matters........................................     11
          Risk Factors.................................................     12
          Employees....................................................     15
          Executive Officers of the Company............................     16

Item 2.   Properties...................................................     18
Item 3.   Legal Proceedings............................................     22
Item 4.   Submission of Matters to a Vote of Security Holders..........     22

                                     Part II
Item 5.   Market for Registrant's Common Stock and
            Related Shareholder Matters................................     22
Item 6.   Selected Financial Data......................................     23
Item 7.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations......................................     23
Item 7a.  Quantitative and Qualitative Disclosures About Market Risk...     23
Item 8.   Financial Statements and Supplementary Data..................     23
Item 9.   Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure.......................................     24

                                    Part III
Item 10.  Directors and Executive Officers of the Registrant...........     24
Item 11.  Executive Compensation.......................................     24
Item 12.  Security Ownership of Certain Beneficial Owners
            and Management.............................................     24
Item 13.  Certain Relationships and Related Transactions...............     24

                                     Part IV
Item 14.  Exhibits, Financial Statement Schedules and
            Reports on Form 8-K........................................     25
Signatures.............................................................     32

                                      (i)
<PAGE>

                               Ocean Energy, Inc.
Part I

Item 1.  Business

     Ocean Energy,  Inc.  (the  "Company" or "Ocean") is an  independent  energy
company engaged in the exploration,  development, production, and acquisition of
crude oil and natural gas.  North American  operations are focused  primarily in
the  shelf  and  deepwater  areas  of the Gulf of  Mexico,  the  Permian  Basin,
Midcontinent,  Arklatex, South Texas and Rocky Mountain areas.  Internationally,
the Company  explores for and produces oil and gas in West Africa (Angola,  Cote
d'Ivoire and  Equatorial  Guinea),  Egypt,  Pakistan  and Yemen.  Ocean also has
exploration and exploitation programs underway in Russia and Indonesia.

     On March  30,  1999,  the  Company  merged  with and  into  Seagull  Energy
Corporation  (the "Seagull  Merger").  The  resulting  company was renamed Ocean
Energy, Inc. The merger was treated for accounting purposes as an acquisition of
Seagull by Ocean in a purchase business 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 the
first  quarter of 1999 and of the  combined  company for the  remainder of 1999,
compared  to Ocean's  results  for 1998 and 1997 on a  stand-alone  basis  ("Old
Ocean").

     The  Seagull  Merger  united  the  best  of the two  companies'  technical,
commercial  and  financial  staffs.  The new Ocean  emerged with a commitment to
produce low-cost energy, thereby enhancing shareholder success and value. At the
time of the Seagull Merger, management pledged to reduce the Company's high debt
levels,  reduce  general  and  administrative  expenses by $45 million per year,
achieve a minimum 100%  replacement  of  production  and  significantly  improve
finding and development costs. By the end of the year, Ocean had surpassed those
targets by:

-    selling more than $700 million of assets,  thereby decreasing the Company's
     debt to total  capital  ratio from 78% at the end of 1998 to 58% at the end
     of 1999;
-    achieving  504%  reserve  replacement  from all  sources  and 130%  reserve
     replacement, excluding acquisitions;
-    improving  finding and development  costs to $5.13 per BOE from all sources
     and $4.98 per BOE excluding acquisitions;
-    eliminating  over $50  million in  general  and  administrative
     expenses;  and
-    reducing  1999 all-in  costs to $12.57 per BOE from $13.27
     per BOE for 1998.

     As Ocean moves forward,  the Company is committed to maintaining  its focus
on  efficiency  in its  operations  and  strengthening  its  capital  structure.
Progress  in  this  area  will  be  achieved  by  maintaining  low  finding  and
development   costs,   and  holding  down  lease   operating   and  general  and
administrative expenses.

                                       1
<PAGE>

                               Ocean Energy, Inc.

                 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
Company's   realization  of  its  deferred  tax  assets,  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 operating activities are focused primarily in three operating
areas:  (i) certain 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) the  international  area comprising the West African  countries of Angola,
Cote d'Ivoire and Equatorial  Guinea,  the Asian Basin countries of Pakistan and
Indonesia,  the Middle East country of Republic of Yemen,  the Northern  African
country of Egypt, and Russia.

     The Company's capital  investment  program during 2000 is expected to total
approximately  $500  million.  The  spending  is  expected to be funded from the
Company's cash flow from operations based on anticipated  commodity prices,  and
is  subject  to change  if  market  conditions  shift or new  opportunities  are
identified. Of the budget, approximately 31 percent will be spent on exploratory
drilling,  25 percent on development  drilling,  20 percent on  construction  to
bring on  production,  4 percent for leasehold and  geological  and  geophysical
costs and 2 percent on corporate  costs. In addition,  capitalized  interest and
general  and  administrative  expenses  are  expected  to be  approximately  $80
million.

                                       2
<PAGE>
                               Ocean Energy, Inc.

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

<TABLE>
<CAPTION>
                                                            Proved Reserves at December 31, 1999
                                             --------------------------------------------------------------------
                                                 Gas (Bcf)               Oil (MMBbl)                MMBOE
                                             -------------------     --------------------      ------------------
<S>                                          <C>                      <C>                      <C>
  Domestic:
     North America Onshore........                      833.2                   28.6                   167.5
     Gulf of Mexico...............                      322.8                   61.2                   115.0
  International:
     Equatorial Guinea............                        -                     48.2                    48.2
     Cote d'Ivoire................                      177.0                    7.1                    36.6
     Egypt........................                        1.4                   20.5                    20.7
     Other International..........                       52.8                   18.2                    27.0
                                             -------------------      ------------------     --------------------
  Total...........................                    1,387.2                  183.8                   415.0
                                             ===================      ==================     ====================
</TABLE>

     For additional  information relating to the Company's oil and gas reserves,
see Note 15 to Consolidated  Financial Statements included in the Company's 1999
Annual Report to Shareholders  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 accounts
for 68% of the Company's reserves and 69% of total production for the year ended
December 31, 1999.

     Gulf of Mexico - The  Company's  Gulf of Mexico  properties  are located in
offshore  waters along the coasts of Texas and Louisiana.  For 1999, the Gulf of
Mexico area had average daily  production of approximately 52 MBOE per day. This
area currently accounts for 31% of company-wide production and will be the focus
of nearly half of the Company's planned capital expenditures in 2000.

     The major growth area in this area is within  Ocean's  deepwater  prospects
(in water depth of over 1,500 feet). The Company had four deepwater  discoveries
in 1999,  one each at  Nansen,  Boomvang,  Magnolia  and Orion  II.  Development
scenarios  are being  evaluated  for these areas and Ocean  expects to spend $90
million to $100 million of its planned 2000  capital  expenditures  on deepwater
projects.

     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 fields where the Company can take
advantage  of low-cost  exploitation  to maintain and replace  reserves  without
utilizing  significant amounts of capital resources that can propel other growth
platforms.

                                       3
<PAGE>
                               Ocean Energy, Inc.

For 1999,  the North  America  Onshore  area had  average  daily  production  of
approximately 48 MBOE per day.

International

     Internationally,  the  Company  produces  in five  countries  -  Equatorial
Guinea, Cote d'Ivoire, Egypt, Russia and Indonesia. In addition, the Company has
interests  in  various  other  countries  around the  world,  including  Angola,
Pakistan and Yemen.  The  following is a  description  of each of the  Company's
major international operating areas.

     Equatorial Guinea - In Equatorial Guinea, the Company has four PSCs through
which the Company holds  contract  interests  ranging from 24% to 94%. For 1999,
the Company had  production of over 20,000 Mbbl per day from the Zafiro Field in
Block  B.  Additional   development  activity  is  underway  in  2000  with  the
installation  of a new  platform and  additional  drilling  that should  further
increase production capabilities from the field. Exploratory efforts in 2000 are
concentrated  upon both Block B and Block C. Ocean plans to  participate  in the
Oreja  Marina  well on Block C that will  test the  Isongo  formation  which the
Company believes has significant reserve potential.  Other potential exploratory
activities include the drilling of the Calcedonia  prospect on Block B that will
test one of the sands from which the Zafiro Field produces.

     Cote  d'Ivoire - In Cote  d'Ivoire,  the Company  operates  five PSCs and a
liquified  petroleum gas extraction  plant.  During 1999,  the Company  produced
approximately 10,000 BOE per day in Cote d'Ivoire.

     Egypt - The Company's  Egyptian  operations consist of working interests in
six  concessions  that  were  acquired  in the  Seagull  Merger.  Four of  these
concessions  are producing  concessions - Qarun,  East Zeit,  East Beni Suef and
West Abu Gharadig. For 1999, Ocean had production in Egypt of over 8,000 BOE per
day. Ocean also holds  interests in two  exploratory  blocks in the Gulf of Suez
and plans to test one of these  prospects,  in the  Southeast  Gulf of Suez,  in
2000.

     Other International - The Company's other international  operations include
additional exploratory opportunities and producing properties.

     In the  Republic of Angola,  Ocean holds  interests  in  approximately  1.2
million  gross acres in Block 19, in the Lower Congo Basin where  several  large
fields have been discovered,  and another  approximately 1.2 million gross acres
in Block 24 in the neighboring Kwanza Basin - a new deepwater play. In 2000, the
Company  expects to drill an exploratory  well on Block 24 and continue  seismic
evaluation of Block 19 with drilling scheduled for late 2000 or early 2001.

     The Company  drilled its first  exploratory  well offshore  Pakistan during
1999 to gain further  information  about the 6.2 million offshore acres in which
it holds interests.  As evaluations continue on the information gained from this
well,  the Company is drilling  another  exploratory  well on a nearby  offshore
concession.

                                       4
<PAGE>
                               Ocean Energy, Inc.

     During  2000,  the Company  expects to drill two  onshore  wells in Yemen's
Block 43 in which the Company has a 59.5% working interest.

     In the Seagull Merger,  the Company  acquired a net 45% interest in a joint
venture in Tatarstan,  a republic in the Russian  Federation located west of the
Ural  Mountains and east of the Volga River.  During 1999,  the joint  venture's
activities included vapor recovery projects and the development and operation of
the Onbysk and Demkino fields.  During 1999, the Company produced over 3,000 BOE
per day in Russia.

     Also in the  Seagull  Merger,  Ocean  acquired a 1.7%  interest  in a joint
venture  for  the  exploration,  development  and  production  of oil and gas in
approximately 1.1 million acres in East Kalimantan,  Indonesia.  The majority of
the joint venture's revenue results from the sale of liquified natural gas.

     In January  2000,  the  Company  announced a decision  to  discontinue  any
further operations in Bangladesh.

     The Company's acreage in the international  area is generally held pursuant
to Production Sharing Contracts ("PSCs") with host governments. Generally, 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, and any portion
of cost recovery not used to recover  costs,  is divided  between the government
and the  working  interest  partners.  Included  in the  government's  share  of
remaining petroleum 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:

<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                         ------------------------------------------------------------
                                                               1999                  1998                 1997
                                                         -----------------      ---------------      ----------------
<S>                                                      <C>                    <C>                  <C>
Domestic (1) :
   Net production:
     Gas (MMcf)......................................          137,195                 99,346               81,154
     Oil and NGL (Mbbl)..............................           13,532                 14,660               12,159
   Average sales price: (2)
     Gas (per Mcf)...................................       $     2.11            $      1.96           $     2.41
     Oil and NGL (per Bbl)...........................       $    16.94            $     12.46           $    18.88
   Average operating costs (per BOE) (3).............       $     4.43            $      5.03           $     4.72
Equatorial Guinea:
   Oil production (Mbbl).............................            7,323                  6,537                4,453
   Average oil sales price (per Bbl) (2).............       $    17.91            $     11.35           $    17.71
   Average operating costs (per BOE) (3).............       $     3.02            $      1.99           $     1.24
</TABLE>

                                       5
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>                                                      <C>                    <C>                  <C>
Cote d'Ivoire (1):
   Net production:
     Gas (MMcf)......................................           11,050                  7,824                4,939
     Oil and NGL (Mbbl)..............................            1,765                  1,081                1,027
   Average sales price: (2)
     Gas (per Mcf)...................................       $     1.68            $      1.64           $     1.81
     Oil and NGL (per Bbl)...........................       $    18.24            $     12.56           $    18.35
   Average operating costs (per BOE) (3).............       $     3.16            $      3.29           $     3.03

Egypt (1):
   Net production:
     Gas (MMcf)......................................              264                      -                    -
     Oil and NGL (Mbbl)..............................            2,999                      -                    -
   Average sales price: (2)
     Gas (per Mcf)...................................       $     3.66            $         -           $        -
     Oil and NGL (per Bbl) (2).......................       $    19.32            $         -           $        -
   Average operating costs (per BOE) (3).............       $     3.51            $         -           $        -
Other International (1):
   Net production:
     Gas (MMcf)......................................            5,666                 10,135                7,630
     Oil and NGL  (Mbbl).............................            1,366                    450                  439
   Average sales price: (2)
     Gas (per Mcf)...................................       $     1.81            $      1.37           $     1.40
     Oil and NGL (per Bbl)...........................       $    12.31            $     11.78           $    17.97
   Average operating costs (per BOE ) (3)............       $     3.30            $      3.30           $     4.03
Total (1):
   Net production:
     Gas (MMcf)......................................          154,175                117,305               93,723
     Oil and NGL  (Mbbl).............................           26,985                 22,728               18,078
   Average sales price: (2)
     Gas (per Mcf)...................................       $     2.08            $      1.89           $     2.30
     Oil and NGL (per Bbl)...........................       $    17.32            $     12.13           $    18.54
   Average sales price including hedging: (2)
     Gas (per Mcf)...................................       $     2.10            $      1.89           $     2.28
     Oil and NGL (per Bbl)...........................       $    15.27            $     13.21           $    18.54
   Average operating costs (per BOE) (3) ............       $     4.12            $      4.38           $     4.14
</TABLE>

(1)  The  Company's  Egyptian  operations  and a portion of its  domestic,  Cote
     d'Ivorian and other  international  operations were acquired as a result of
     the Seagull Merger on March 30, 1999. In addition,  Other International for
     1998 and 1997 consists solely of the Company's  Canadian  operations  which
     were sold in April 1999.

(2)  Average sales prices are before  deduction of  production,  severance,  and
     other taxes and after deduction of certain transportation costs.

(3)  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, 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

                                       6
<PAGE>
                               Ocean Energy, Inc.

that there is necessarily any correlation between the number of productive wells
drilled, quantities of reserves found or economic value.

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                      ------------------------------------------------------------------------------
                                              1999                         1998                       1997
                                      ----------------------     -------------------------    ----------------------
                                       Gross         Net          Gross           Net          Gross         Net
                                      ---------    ---------     ---------     -----------    ---------    ---------
<S>                                   <C>          <C>           <C>           <C>            <C>          <C>
Domestic (1):
 Exploratory Drilling:
   Productive Wells.................        21          9.7            41            24.6           31         20.9
   Dry Holes........................        12          5.6            19            10.4           22         11.8
 Development Drilling:
   Productive Wells.................       151         93.6           207            98.3          221         89.9
   Dry Holes........................        38         31.4            17            13.6           19         11.0
Equatorial Guinea:
 Exploratory Drilling:
   Productive Wells.................         -            -             3             2.3            3          1.3
   Dry Holes........................         3          0.7             5             3.5            4          1.5
 Development Drilling:
   Productive Wells.................         3          0.7             5             1.2            9          2.3
   Dry Holes........................         -            -             -               -            -            -
Cote d'Ivoire (1):
 Exploratory Drilling:
   Productive Wells.................         -            -             2             1.6            2          0.7
   Dry Holes........................         1          0.4             3             2.3            4          1.5
 Development Drilling:
   Productive Wells.................         -            -             -               -            4          1.4
   Dry Holes........................         -            -             -               -            1          0.5
Egypt (1):
 Exploratory Drilling:
   Productive Wells.................         -            -             -               -            -            -
   Dry Holes........................         1          0.3             -               -            -            -
 Development Drilling:
   Productive Wells.................         5          1.5             -               -            -            -
   Dry Holes........................         -            -             -               -            -            -
Other International (1):
 Exploratory Drilling:
    Productive Wells................         1          0.5            12             8.2           11          5.8
    Dry Holes.......................         1          1.0            10             6.8            9          5.5
Development Drilling:
    Productive Wells................        16          7.6            52            12.9           55          8.7
    Dry Holes.......................         -            -             2             0.2            3          1.4
Total:
 Exploratory Drilling:
   Productive Wells.................        22         10.2            58            36.7           47         28.7
   Dry Holes........................        18          8.0            37            23.0           39         20.3
 Development Drilling:
   Productive Wells.................       175        103.4           264           112.4          289        102.3
   Dry Holes........................        38         31.4            19            13.8           23         12.9
</TABLE>

(1)  The  Company's  Egyptian  operations  and a portion of its  domestic,  Cote
     d'Ivorian and other  international  operations were acquired as a result of
     the Seagull Merger on March 30, 1999. In addition,  Other International for
     1998 and 1997 consists solely of the Company's  Canadian  operations  which
     were sold in April 1999.
                                       7
<PAGE>
                               Ocean Energy, Inc.

     The Company had 31 gross  (13.5 net)  exploratory  wells and 46 gross (24.4
net) development wells in progress at December 31, 1999. 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.

     The  following  table  sets  forth  information  regarding  the  number  of
productive  wells in which the Company  held a working  interest at December 31,
1999. 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.

<TABLE>
<CAPTION>
                                      Gross Wells                                       Net Wells
                     ----------------------------------------------   ----------------------------------------------
                                                        Multiple                                        Multiple
                        Gas        Oil       Total     Completions      Gas       Oil        Total     Completions
                     ----------  ---------  ---------  ------------   --------  ---------  ----------  ------------
<S>                  <C>         <C>        <C>        <C>            <C>       <C>        <C>         <C>
Domestic:
   North America
     Onshore.....     2,801       2,115      4,916           95       1,477.6     298.8     1,776.4         43.6
   Gulf of Mexico       154         583        737           74          79.5     502.6       582.1         60.1
Equatorial Guinea         -          22         22            -           -         5.5         5.5          -
Cote d'Ivoire....         4          14         18            2           1.9       6.7         8.6          1.0
Egypt............         -          68         68           10           -        27.2        27.2          2.8
Other International       -         210        210            -           -       105.0       105.0          -
                     ----------  ---------  ---------  ------------   --------  ---------  ----------  ------------
                      2,959       3,012      5,971          181       1,559.0     945.8     2,504.8        107.5
                     ==========  =========  =========  ============   ========  =========  ==========  ============
</TABLE>

Developed and Undeveloped Oil and Gas Acreage

     As of  December  31,  1999,  the Company  owned  working  interests  in the
following developed and undeveloped oil and gas acreage (amounts in thousands):

<TABLE>
<CAPTION>
                                                   Developed                                Undeveloped
                                        ---------------------------------        ----------------------------------
                                           Gross                Net                  Gross                Net
                                        -------------       -------------        --------------      --------------
<S>                                     <C>                 <C>                  <C>                 <C>
Domestic:
   North America Onshore.........            1,000                576                 1,813                597
   Gulf of Mexico................              542                260                 1,141                632
International:
   Equatorial Guinea.............               36                  9                 1,619                797
   Cote d'Ivoire.................               13                  7                 1,727              1,010
   Egypt.........................              438                117                 8,359              3,443
   Other International...........               39                 19                12,888              9,158
                                        -------------       -------------        --------------      --------------
Total                                        2,068                988                27,547             15,637
                                        =============       =============        ==============      ==============
</TABLE>

     Additionally,  as of December 31, 1999,  the Company owned  mineral  and/or
royalty interests in 185,000 gross (2,000 net) developed acres located primarily
in Australia  and  Indonesia and 9,786,000  gross  (3,252,000  net)  undeveloped
acres, located primarily in Equatorial Guinea.

     For additional  information  relating to oil and gas producing  activities,
see Note 15 of Notes to the Consolidated  Financial  Statements  included in the
Company's 1999 Annual Report to Shareholders  and as part of Exhibit 13 attached
hereto.
                                       8
<PAGE>
                               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 drilling 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 for resale 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").  In the past, the U.S. government has regulated
the prices at which gas could be sold.  Congress removed all price and non-price
controls  affecting  wellhead  sales of natural gas  effective  January 1, 1993.
Congress  could,  however,  reenact price  controls in the future.  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. In addition,
the FERC is continually  proposing and  implementing  new rules and  regulations
affecting  those segments of the natural gas industry,  most notably  interstate
natural  gas  transmission   companies,   that  remain  subject  to  the  FERC's
jurisdiction. These initiatives may also affect the intrastate transportation of
gas under certain circumstances.  The stated purpose of many of these regulatory
changes is to promote  competition  among the various sectors of the natural gas
industry and these initiatives  generally reflect more light-handed  regulation.
The  ultimate  impact of the complex  rules and  regulations  issued by the FERC
since 1985 cannot be predicted.  In addition,  many aspects of these  regulatory
developments  are still  pending  judicial and FERC final  decisions.  We cannot
predict what  further  action the FERC will take on these  matters.  Some of the
FERC's more
                                       9
<PAGE>
                               Ocean Energy, Inc.

recent proposals may, however, adversely affect the availability and reliability
of  interruptible  transportation  service on  interstate  pipelines.  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.

     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.

                                   Competition

     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 of  Notes  to the  Consolidated  Financial
Statements  included in the Company's 1999 Annual Report to Shareholders  and as
part of Exhibit 13 attached hereto.

                            International Operations

     The Company's  interests in countries outside the United States are subject
to the various  risks  inherent  in foreign  operations.  Operations  in foreign
countries,  particularly in the oil and gas business,  are subject to political,
economic and other uncertainties, including: the risk of war, revolution, border
disputes,  expropriation,  renegotiation or modification of existing  contracts,

                                       10
<PAGE>
                               Ocean Energy, Inc.

import,  export and transportation  regulations and tariffs;  taxation policies,
including  royalty and tax increases and  retroactive  tax claims;  and exchange
controls  and  currency  fluctuations.  In  addition,  in the event of a dispute
arising from  foreign  operations,  the Company may be subject to the  exclusive
jurisdiction  of foreign  courts or may not be successful in subjecting  foreign
persons to the  jurisdiction  of the courts of the United States.  The Company's
international  operations may also be adversely affected by laws and policies of
the United States affecting foreign trade, taxation and investment.  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.

     If a country  claims  superior  rights to oil and gas leases or concessions
granted to the Company by another country, the Company's interests could be lost
or decreased in value. Certain areas of Africa and other areas 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 the Company's
interests.

                              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

                                       11
<PAGE>
                               Ocean Energy, Inc.

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.

     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 market  factors  beyond our control.  Oil prices in particular  have
reached  multi-year highs in some markets in recent months, but we cannot assure
you that these price levels will continue.  Reductions in oil and gas prices not
only  reduce  revenues  and  profits,  but could also reduce the  quantities  of
reserves  that are  commercially  recoverable  and could  result in  charges  to
earnings for impairment of the value of these assets.

     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 some other reason. 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,  it would reduce  production 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 only estimates.  These
estimates are based primarily on reports prepared by internal reserve engineers.
The estimates were calculated  using oil and gas prices as of December 31, 1999,
which could change.  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 the following:

-    historical  production  from the area compared with  production  from other
     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.

                                       12
<PAGE>
                               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  Angola,  Equatorial  Guinea and Cote d'Ivoire in
Western Africa and in Yemen, Egypt, Pakistan, Indonesia and the Russian Republic
of  Tatarstan.  Ocean  may  also  operate  in  other  countries  in the  future.
Operations in foreign countries,  particularly in the oil and gas business,  are
subject to political, economic and other uncertainties, including:

-    the risk of war, 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;

                                       13
<PAGE>
                               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.

     Nigeria and other African  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. Regions
of Africa  and other  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.

     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  producing  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 addition,  the cost and
timing of drilling, completing and operating wells is often uncertain.

     Drilling   Oil  and  Gas  Wells   Could   Involve   Blowouts,   Hurricanes,
Environmental  Hazards and Other Operating  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 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
                                       14
<PAGE>
                               Ocean Energy, Inc.

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., EEX Corporation,  EOG Resources,  Inc.,
Equitable Resources,  Inc., Noble Affiliates,  Inc., Nuevo Energy Company,  Oryx
Energy Company, Pioneer Natural Resources Company, Pogo Producing Company, Santa
Fe Snyder Corporation,  Union Pacific Resources Group Inc. and Vastar Resources,
Inc. as well as major oil and gas  companies  such as Exxon  Mobil  Corporation,
Shell Oil Company and BP Amoco 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.


                                    Employees

     As of February 29, 2000,  the Company had 1,150  employees.  In addition to
the services of its full time employees,  the Company  employs,  as needed,  the
services of consulting geologists,  engineers, regulatory consultants,  contract
pumpers  and  certain  other  temporary  employees.  Except  for local  national
employees in Cote 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.
                                       15
<PAGE>

                              Ocean Energy, Inc.

                        Executive Officers of the Company

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

<TABLE>
<CAPTION>

Name                                Age    Present Position and Prior Business Experience
<S>                                 <C>    <C>

James T. Hackett..............      46     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.  Prior to joining  Duke  Energy,  he was Senior Vice
                                           President of NGC Corporation  (formerly  Natural Gas  Clearinghouse)  and
                                           President of NGC's gathering,  processing and liquids marketing division.
                                           He  became  Executive  Vice  President,  partner  and  a  member  of  the
                                           management committee of Natural Gas Clearinghouse in 1993.

James C. Flores...............      40     Vice Chairman  since January 2000;  Chairman of the Board from March 1999
                                           to January 2000;  President and Chief Executive Officer of Old Ocean from
                                           July  1995 to  March  1999;  Chairman  of the  Board  of Old  Ocean  from
                                           inception in 1992 to March 1998.

William L. Transier...........      45     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.

Robert K . Reeves.............      42     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..........      40     Executive  Vice  President,  Operations  since  March  2000;  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 S. Flores, Jr.........      43     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.
</TABLE>
                                       16
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>                                <C>     <C>

Scott A. Griffiths............      46     Senior Vice  President  of  International  Exploration  since March 1999;
                                           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.........      44     Senior Vice President,  Finance, Treasury and Corporate Development since
                                           March 1999;  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 ................      42     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............      38     Vice President, Operational Planning and  Chief Information Officer since
                                           October 1999;  Vice President,  Operational  Planning  from March 1999 to
                                           October 1999;  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;  From  March  1987 to
                                           September 1996,  Mr. Coll  held a variety of positions in engineering and
                                           business development at  Mobil  Exploration  and  Producing U.S., Inc and
                                           Mobil New Business Development.


Peggy T. d'Hemecourt..........      48     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; From 1974 to 1994, Ms.  d'Hemecourt held
                                           a variety of positions in Human Resources at Baroid Corporation.

Gordon L. McConnell...........      53     Vice  President  and  Controller  of the Company  since March 1999;  Vice
                                           President  and  Controller  of Seagull from  November 1996 to March 1999;
                                           Vice  President - Accounting  of Global  Natural  Resources  from January
                                           1996 to November 1996;  Controller of Global Natural  Resources from July
                                           1993 to January 1996.

John J. Patton................      59     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................      37     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. Tax Senior Manager at
                                           KPMG LLP from July 1991 to November 1995.
</TABLE>
                                       17
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>                                <C>     <C>
Winston M. Talbert............      37     Assistant  Treasurer,  Corporate  Finance since  October 1999;  Assistant
                                           Treasurer of  PennzEnergy  Company from  November  1998 to October  1999;
                                           Manager,  International Finance of Pennzoil Company from December 1996 to
                                           November 1998; Manager,  Corporate  Development & Finance of Brown & Root
                                           from  February 1996 to December  1996;  Business  Development  Manager of
                                           Destec Europe March 1994 to February 1996.

Frank D. Willoughby...........      34     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.

Carl E. Volke.................      56     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.
</TABLE>

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").
Mmcfe and Mcfe  represent the  equivalent of one million and one thousand  cubic
feet of natural gas, respectively.  Oil, condensate and NGL are converted to gas
at a ratio of one barrel of liquids per six Mcf of gas, based on relative energy
content. 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.  "Net"  acres,  production  or wells  refers to the total
acres,  production  or  wells in  which  the  Company  has a  working  interest,
multiplied by the percentage working interest owned by the Company.

Item 2.    Properties

     The following information presents production and wells drilled information
for the registrant - formerly  Seagull Energy  Corporation - in compliance  with
the  requirements  of Item 2. As such  this  information  represents  historical
Seagull on a stand-alone basis for the first quarter of 1999 and of the combined
company for the  remainder of 1999,  compared to Seagull's  results for 1998 and
1997 on a stand-alone basis. The remainder of the information required by Item 2
is  incorporated  herein  by  reference  to  Item 1 of  this  Annual  Report  on
Form 10-K.
                                       18
<PAGE>
                               Ocean Energy, Inc.

Production - Historical  Information for Seagull Energy Corporation for 1998 and
1997

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

<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                         -----------------------------------------------------------
                                                              1999                  1998                 1997
                                                         ----------------      ---------------     -----------------
<S>                                                      <C>                   <C>                 <C>
Domestic:(1)
   Net production:
     Gas (MMcf).....................................           137,896               104,023             110,595
     Oil and NGL (Mbbl).............................            10,318                 1,834               1,763
   Average sales price: (2)
     Gas (per Mcf)..................................        $     2.12           $      1.94          $     2.30
     Oil and NGL (per Bbl)..........................        $    19.29           $     11.41          $    17.60
   Average operating costs (per BOE) (3)............        $     4.32           $      3.04          $     2.79
Equatorial Guinea:(1)
   Oil production (Mbbl)............................             5,577                     -                  -
   Average oil sales price (per Bbl) (2)............        $    19.99           $         -          $        -
   Average operating costs (per BOE) (3)............        $     2.79           $         -          $        -
Cote d'Ivoire:(1)
   Net production:
     Gas (MMcf).....................................             9,814                 3,106               2,245
     Oil and NGL (Mbbl).............................             1,449                   360                 603
   Average sales price: (2)
     Gas (per Mcf)..................................        $     1.64           $      1.59          $     1.93
     Oil and NGL (per Bbl)..........................        $    20.10           $     10.51          $    19.34
   Average operating costs (per BOE) (3)............        $     3.39           $      3.11          $     3.95
Egypt:
   Net production:
     Gas (MMcf).....................................               300                   301                   -
     Oil and NGL (Mbbl).............................             3,911                 4,002               3,383
   Average sales price: (2)
     Gas (per Mcf)..................................        $     3.63           $      1.42                   -
     Oil and NGL (per Bbl) .........................        $    17.36           $     11.79          $    18.26
   Average operating costs (per BOE) (3)............        $     3.70           $      4.18          $     3.46
Other International:(1)
   Net production:
     Gas (MMcf).....................................             3,143                 2,867              17,475
     Oil and NGL  (Mbbl)............................             1,637                 1,568               1,811
   Average sales price: (2)
     Gas (per Mcf)..................................        $     2.18           $      2.31          $     1.90
     Oil and NGL (per Bbl)..........................        $    11.10           $      7.93          $    14.71
   Average operating costs (per BOE ) (3)...........        $     5.02           $      6.76          $     4.90
</TABLE>

                                       19
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                         -----------------------------------------------------------
                                                              1999                  1998                 1997
                                                         ----------------      ---------------     -----------------
<S>                                                      <C>                   <C>                 <C>
Total:
   Net production:
     Gas (MMcf).....................................           151,153               110,297             130,315
     Oil and NGL  (Mbbl)............................            22,892                 7,764               7,560
   Average sales price: (2)
     Gas (per Mcf)..................................        $     2.09           $      1.94          $     2.24
     Oil and NGL (per Bbl)..........................        $    18.60           $     10.86          $    17.34
   Average sales price including hedging: (2)
     Gas (per Mcf)..................................        $     2.11           $      1.93          $     2.17
     Oil and NGL (per Bbl)..........................        $    16.19           $     10.86          $    17.34
Average operating costs (per BOE ) (3)                      $     4.07           $      3.51          $     3.25
</TABLE>
(1)  The Company's  Equatorial  Guinea operations and a portion of its domestic,
     Cote d'Ivorian and other international operations were acquired as a result
     of the Seagull Merger on March 30, 1999.

(2)  Average sales prices are before  deduction of  production,  severance,  and
     other taxes and after deduction of certain transportation costs.

(3)  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, and general operating expenses.

                                       20
<PAGE>
                              Ocean Energy, Inc.

Oil and Gas  Drilling  Activities - Historical  Information  for Seagull  Energy
Corporation for 1998 and 1997

     The  registrant's  oil  and  gas  exploratory  and  developmental  drilling
activities  are as follows for the periods  indicated.

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                      ------------------------------------------------------------------------------
                                              1999                         1998                       1997
                                      ----------------------     -------------------------    ----------------------
                                       Gross         Net          Gross           Net          Gross         Net
                                      ---------    ---------     ---------     -----------    ---------    ---------
<S>                                   <C>          <C>           <C>           <C>            <C>          <C>
Domestic (1):
 Exploratory Drilling:
   Productive Wells.................        10          5.6             7             1.5           18          9.5
   Dry Holes........................         8          3.6            12             5.0           12          4.2
 Development Drilling:
   Productive Wells.................       137         88.5           138            60.9          142         73.9
   Dry Holes........................        38         31.4            11             7.0           12          6.3
Equatorial Guinea:(1)
 Exploratory Drilling:
   Productive Wells.................         -            -             -               -            -            -
   Dry Holes........................         3          0.7             -               -            -            -
 Development Drilling:                                                  -               -            -            -
   Productive Wells.................         1          0.2             -               -            -            -
   Dry Holes........................         -            -
Cote d'Ivoire (1):
 Exploratory Drilling:
   Productive Wells.................         -            -             1             0.1            1          0.1
   Dry Holes........................         1          0.4             1             0.2            2          0.3
 Development Drilling:
   Productive Wells.................         -            -             -               -            3          0.4
   Dry Holes........................         -            -             -               -            -            -
Egypt:
 Exploratory Drilling:
   Productive Wells.................         -            -             4             1.3            4          2.8
   Dry Holes........................         1          0.3            13             5.1           11          3.0
 Development Drilling:
   Productive Wells.................         5          1.5             7             2.8           14          3.5
   Dry Holes........................         -            -             3             1.3            -            -
Other International (1):
 Exploratory Drilling:
    Productive Wells................         -            -             -               -            4          2.2
    Dry Holes.......................         -            -             -               -            2          1.2
Development Drilling:
    Productive Wells................         4          2.0            10             5.0           78         39.4
    Dry Holes.......................         -            -             1             0.5            1          0.3
Total:
 Exploratory Drilling:
   Productive Wells.................        10          5.6            12             2.9           27         14.6
   Dry Holes........................        13          5.0            26            10.3           27          8.7
 Development Drilling:
   Productive Wells.................       147         92.2           155            68.7          237        117.2
   Dry Holes........................        38         31.4            15             8.8           13          6.6
</TABLE>

(1)  The Company's  Equatorial  Guinea operations and a portion of its domestic,
     Cote d'Ivorian and other international operations were acquired as a result
     of the Seagull Merger on March 30, 1999.
                                       21
<PAGE>
                               Ocean Energy, Inc.

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  positions or results of operations of
the Company.

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

     None during the fourth quarter of 1999.

                                     Part II

Item 5. Market for Registrant's Common Stock and Related Shareholder 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,
          formerly Seagull Energy Corporation, were as follows:

<TABLE>
<CAPTION>
                                                1999                                          1998
                               ---------------------------------------       ---------------------------------------
                                     High                  Low                     High                  Low
                               -----------------     -----------------       -----------------     -----------------
<S>                            <C>                    <C>                    <C>                   <C>
First Quarter.............          $ 7.63                 $4.31                  $20.94                $15.44
Second Quarter............           10.94                  6.38                   19.44                 13.94
Third Quarter.............           11.81                  9.13                   17.69                  7.63
Fourth Quarter............           10.69                  6.31                   12.44                  5.69
</TABLE>


     B.   As of March 22, 2000, there were approximately 4,123 holders of record
          of Common Stock.

     C.   The Company did not declare any cash  dividends on its Common Stock in
          1999,  1998 or 1997. The decision to pay Common Stock dividends in the
          future will depend upon the Company's earnings and financial condition
          and such  other  factors as the  Company's  Board of  Directors  deems
          relevant.  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, 1999,  approximately  $150 million was
          available for payment of dividends or repurchase of Common Stock.  For
          a description of such restrictions, reference is made to Note 7 of the
          Consolidated  Financial  Statements  included  in the  Company's  1999
          Annual  Report to  Shareholders  and as part of  Exhibit  13  attached
          hereto.  In addition,  the terms of the Company's Series C Convertible
          Preferred  Stock and  certain  debt  securities  limit  the  Company's
          ability to pay cash dividends.

                                       22
<PAGE>
                               Ocean Energy, Inc.

Item 6. Selected Financial Data

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

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                     ---------------------------------------------------------------------------------
                                         1999             1998            1997             1996             1995
                                     -------------    -------------   --------------   --------------   --------------
<S>                                   <C>              <C>             <C>              <C>              <C>
Revenues..........................    $   735,518      $  522,150      $   549,194      $  394,980       $   241,321
Net income (loss) from continuing
  operations(2)...................        (21,552)       (406,879)          62,220          55,000             5,552
Earnings (loss) from continuing
  operations per share(2):
   Basic..........................         (0.16)          (4.04)             0.67            0.65              0.06
   Diluted........................         (0.16)          (4.04)             0.64            0.62              0.06
Net cash provided by operating
  activities before changes in
  operating assets and liabilities        336,148          219,075         332,115         227,183           104,628
Net cash provided by operating
  activities......................        333,751          229,924         364,202         207,249           103,354
Total assets......................      2,783,143        2,006,960       1,642,995       1,121,241           724,460
Long-term debt....................      1,333,410        1,371,890         672,298         440,974           416,491
Shareholders' equity..............        947,695          376,943         725,337         493,072           171,326
Capital expenditures..............        369,026          961,979         845,376         445,783           240,025
Acquisitions, net of cash acquired        991,409                -               -               -                 -
Standardized measure of
  discounted future net  cash
  flows..........................       2,415,418          903,823       1,220,407       1,326,514           667,941
</TABLE>


(1)  Includes the effect of the Seagull Merger since March 30, 1999.
(2)  Includes after-tax  impairments of $43 million and $335 million in 1999 and
     1998,  respectively,  and after-tax  merger expenses of $31 million and $33
     million in 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  1999
Annual Report to Shareholders and as part of Exhibit 13 attached hereto.

Item 7.a. Quantitative and Qualitative Disclosures About Market Risk

     Incorporated herein by reference to the Market Risk Disclosures included in
the  Company's  1999  Annual  Report to  Shareholders  and as part of Exhibit 13
attached hereto.

Item 8. Financial Statements and Supplementary Data

     Incorporated herein by reference to the Consolidated  Financial  Statements
included in the  Company's  1999 Annual  Report to  Shareholders  and as part of
Exhibit 13 attached hereto.

                                       23
<PAGE>
                               Ocean Energy, Inc.

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

     KPMG LLP, the  independent  auditors of the  registrant,  formerly  Seagull
Energy  Corporation,  were appointed as independent  auditors of the Company for
the fiscal year ending  December  31,  1999.  Such  appointment  of KPMG LLP was
ratified by the Company's  shareholders  at the annual  meeting of  shareholders
held on May 25, 1999.

                                    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 Shareholders to be held on
May 10,  2000 (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  Compenstion"  or  the
information  under the heading  "Shareholder  Return  Performance  Presentation"
incorporated herein for any purpose.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     Incorporated herein by reference to "Principal  Shareholders" 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
<PAGE>
                               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'  Reports  thereon  are  included  in the
Company's 1999 Annual Report to Shareholders  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:

<TABLE>
<CAPTION>

<S>               <C>
    3.1           Articles of  Incorporation of the Company,  as amended  (incorporated by reference to Exhibit 3.1
                  to the Company's Form 10-Q for the period ended June 30, 1999).

    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).

    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).

   *4.3           364-Day Credit  Agreement,  dated as of November 9, 1999, among the Company,  Credit Suisse First
                  Boston  (Individually and as Administrative Agent and as Auction  Administrative  Agent), Bank of
                  America,  N.  A.  (Individually  and  as  Syndication  Agent),  Chase  Bank  of  Texas,  National
                  Association  (Individually and as Documentation  Agent),  and the other Banks signatory  thereto,
                  filed herewith).

    4.4           Senior Indenture dated as of July 15, 1993, relating to the 7 7/8% Notes due 2003, by and between
</TABLE>
                                       25
<PAGE>
                               Ocean Energy, Inc.

<TABLE>
<CAPTION>
<S>               <C>

                  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).

    4.5           Senior Subordinated Indenture dated as of July 15, 1993, relating to the 8 5/8% Notes due 2005 by
                  and between the Company and The Bank of New York, as Trustee (the  Indenture is  incorporated  by
                  reference to Exhibit 4.2 to Quarterly  Report on Form 10-Q for the quarter  ended March 31, 1998;
                  the First  Supplemental  Indenture,  dated as of March 30, 1999, is  incorporated by reference to
                  Exhibit 4.12 to the Company's Form 10-Q for the period ended March 31, 1999).


    4.6           Senior Indenture among the Company and The Bank of New York, as Trustee,  and  Specimen of 7 1/2%
                  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).


    4.7           Terms  Agreement  and the  resolutions  of  adoption by the  Chairman  of the Board of  Directors
                  related to Exhibit 4.6  (incorporated  by reference to Exhibit 2.3 to Current  Report on Form 8-K
                  filed with the Securities and Exchange Commission on October 17, 1997).


    4.8           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).

    4.9           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).

    4.10          Indenture,  dated as of July 8, 1998, among Ocean Energy,  Inc., its Subsidiary  Guarantors,  and
                  Norwest  Bank  as  Trustee, relating  to the  8 1/4% Senior  Notes due  2018  (the  Indenture  is
                  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).

    4.11          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).

   10.1           Agreement and Plan of Merger,  dated as of November 24, 1998 among Seagull and Ocean Energy, Inc.
                  ("OEI"),  including  amendments  (Agreement  and Plan of Merger is  incorporated  by
</TABLE>
                                       26
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>               <C>
                  reference to Exhibit 2.1 to Current Report on Form 8-K filed on  December 1, 1998; Amendment No. 1
                  is incorporated  by reference to  Exhibit  2.2  to the  Company's  Registration Statement on
                  Form S-4 (Reg. No. 333-68679)).

  #10.2           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).

  #10.3           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).

  #10.4           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).

  #10.5           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).

  #10.6           Seagull Energy  Corporation  1990 Stock Option Plan,  including  forms of agreements,  as amended
                  (incorporated  by  reference  to Exhibit  10.22 to Annual  Report on Form 10-K for the year ended
                  December 31, 1995;  Form of Amendment to Stock Option  Agreement(s)  is incorporated by reference
                  to Exhibit 10.7 to Annual Report on Form 10-K for the year ended December 31, 1996).

  #10.7           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)  is  incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K
                  for the year ended December 31, 1996).

  #10.8           Global Natural  Resources Inc. 1992 Stock Option Plan (the Plan is  incorporated  by reference to
                  Exhibit 10.47 to the Quarterly  Report on Form 10-Q for the quarter ended June 30, 1992 of Global
                  Natural  Resources  Inc.  (Registration  No.  1-8674);  the Form of  Stock  Option  Agreement  is
                  incorporated  by reference to Exhibit 10.48 to the Quarterly  Report on Form 10-Q for the quarter
                  ended  June 30,  1992 of  Global  Natural  Resources  Inc.  (Registration  No.  1-8674);  Form of
                  Amendment to Stock Option  Agreement(s)  is  incorporated  by reference to Exhibit 10.9 to Annual
                  Report on Form 10-K for the year ended December 31, 1996).

  #10.9           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).

  #10.10          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).

  #10.11          1995  Omnibus  Stock Plan (the Plan is  incorporated  by  reference  to Exhibit 10.3 to Quarterly
                  Report on Form 10-Q for the  quarter  ended June 30,  1995;  Form of  Amendment  to Stock  Option
                  Agreement(s)  is incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K for the
                  year ended December 31, 1996).

  #10.12          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).
</TABLE>

                                       27
<PAGE>
                               Ocean Energy, Inc.

<TABLE>
<CAPTION>
<S>               <C>
  #10.13          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, is  incorporated  herein by reference to Exhibit
                  10.4 to UMC's Form 10-K for the year ended December 31, 1993; the Fourth  Amendment,  dated April
                  6, 1994,  is  incorporated  by  reference  to Exhibit  10.6 to UMC's Form 10-K for the year ended
                  December 31, 1994; 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).

  #10.14          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).

  #10.15          Amendment  to UMC 1994  Non-Qualified  Stock  Option  Agreement  for Former  Employees of General
                  Atlantic  Resources,  Inc. dated as of April 16, 1996 among UMC and Donald D. Wolf  (incorporated
                  by reference to Exhibit 10.22 to UMC's Form 10-Q for the period ended September 30, 1996).

  #10.16          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).

  #10.17          UMC Petroleum  Corporation  Supplemental  Benefit Plan effective January 1, 1994, approved by the
                  Board of Directors on March 29, 1994 (the Plan is  incorporated  by reference to Exhibit 10.10 to
                  UMC's Form 10-K filed for the year ended December 31, 1994; the Second  Amendment dated March 30,
                  1999 is  incorporated  by  reference  to Exhibit 10.7 to Form 10-Q for the period ended March 31,
                  1999).

  #10.18          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).

  #10.19          1996 Long-Term  Incentive Plan, as amended (the Plan, as amended, is incorporated by reference 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).
</TABLE>

                                       28
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>               <C>
 *#10.20          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 filed
                  herewith).

  #10.21          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).

  #10.22          Seagull Energy  Corporation  Management  Stability Plan (the Plan is incorporated by reference to
                  Exhibit  10.35 to Annual  Report on Form 10-K for the year ended  December  31,  1994;  the First
                  Amendment is  incorporated  by reference to Exhibit  10.13 to Annual  Report on Form 10-K for the
                  year ended December 31, 1996; the Second and Third  Amendments are  incorporated  by reference to
                  Exhibit 10.4 to  Quarterly  Report on Form 10-Q for the quarter  ended  September  30, 1998;  the
                  Fourth  Amendment is incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K
                  for the year ended  December  31,  1998;  the Fifth  Amendment  is  incorporated  by reference to
                  Exhibit 10.14 to Form 10-Q for the period ended March 31, 1999).

 *#10.23          Outside Directors Deferred Fee Plan, as amended and restated effective March 30, 1999.

  #10.24          Executive  Supplemental  Retirement  Plan, as amended (the Plan, as amended,  is  incorporated by
                  reference to Exhibit 10.1 to Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
                  1996; the Third Amendment is  incorporated  by reference to Exhibit 10.11 to Quarterly  Report on
                  Form 10-Q for the quarter ended September 30, 1998).

  #10.25          Supplemental  Benefit  Plan,  as amended,  including  the First  Amendment  thereto (the Plan, as
                  amended,  is  incorporated  by reference to Exhibit  10.11 to Annual  Report on Form 10-K for the
                  year ended December 31, 1995; the Third  Amendment is  incorporated by reference to Exhibit 10.12
                  to Quarterly  Report on Form 10-Q for the quarter ended September 30, 1998; the Fourth  Amendment
                  is  incorporated  by  reference to Exhibit  10.22 to the Annual  Report on Form 10-K for the year
                  ended December 31, 1998).

  #10.26          Ocean  Energy,  Inc.  1999 Change of Control  Severance  Plan dated  February 8, 1999;  the First
                  Amendment dated March 29, 1999  (incorporated  by reference to Exhibit 10.17 to Form 10-Q for the
                  period ended March 31, 1999).

  #10.27          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).

  #10.28          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).

  #10.29          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
</TABLE>

                                       29
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>               <C>
                  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).

  #10.30          Employment Agreement,  dated as of March 27, 1998, among Ocean Energy, Inc. and John B. Brock, as
                  amended  (the  Agreement  is  incorporated  by reference to Exhibit 10.1 to the Form 8-K of Ocean
                  Energy,  Inc.  (Registration  No. 0-25058) filed with the SEC on March 31, 1998;  Amendment No.1,
                  dated as of November  24, 1998,  is  incorporated  by  reference  to Exhibit  10.33 to the Annual
                  Report on Form 10-K for the year ended  December 31, 1998,  of Ocean Energy,  Inc.  (Registration
                  No. 0-25058)).

  #10.31          Form of 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).

  #10.32          Form of  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).

  #10.33          Letter Agreement between the Company and James C. Flores,  dated December 22, 1999  (incorporated
                  by reference to Exhibit 99.3 to Current Report on Form 8-K filed on January 7, 2000).

  #10.34          Employment  Agreement  between the Company and James C.  Flores,  effective as of January 1, 2000
                  (incorporated  by  reference  to Exhibit  99.4 to Current  Report on Form 8-K filed on January 7,
                  2000).

  #10.35          Severance  Agreement  between Ocean Energy,  Inc., (the "Company") a Texas  corporation  formerly
                  known as Seagull Energy Corporation,  and John D. Schiller Jr.  ("Executive") dated September 27,
                  1999  (incorporated  by reference to Exhibit 10.1 to Form 10-Q for the period ended September 30,
                  1999).

  #10.36          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).

  #10.37          Executive  Supplemental  Retirement  Plan Membership  Agreement  between the Company and Barry J.
                  Galt dated as of February 3, 1986,  as amended  (incorporated  by  reference  to Exhibit  10.2 to
                  Quarterly Report on Form 10-Q for the quarter ended September 30, 1996).

  #10.38          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.

  #10.39          Severance  Agreement,  including Amendment and Second Amendment to Severance  Agreement,  between
                  the Company and Barry J. Galt  (incorporated  by reference to Exhibit 10.2 to Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1998).

  #10.40          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).

   10.41          Promissory  Note between  William L. Transier and Seagull  (incorporated  by reference to Exhibit
</TABLE>

                                       30
<PAGE>
                               Ocean Energy, Inc.
<TABLE>
<CAPTION>
<S>               <C>
                  10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998).

   10.42          Promissory Note between Barry J. Galt and Seagull  (incorporated by reference to Exhibit 10.33 to
                  Annual Report on Form 10-K for the year ended December 31, 1998).

   10.43          Purchase and Sale  Agreement  dated June 15,  1999,  between the  Company,  as Seller,  and SEMCO
                  ENERGY, Inc., as Purchaser,  for the sale of ENSTAR (incorporated by reference to Exhibit 10.2 to
                  Form 10-Q for the period ended June 30, 1999).

   10.44          Purchase  and Sale  Agreement  dated July 30,  1999,  between  the  Company as Seller,  and Cross
                  Timbers  Oil  Company,  as  Purchaser,  for the sale of the Arkoma  properties  (incorporated  by
                  reference to Exhibit 10.1 to Form 10-Q for the period ended June 30, 1999).

  *10.45          Natural Gas Purchase and Sale  Agreement  dated October 1, 1999 between the Company as Seller and
                  Duke Energy Trading and Marketing, L.L.C., as Buyer, filed herewith.

  *13.0           1999 Annual Report of the Company (selected portions), filed herewith.

  *23.1           Consent of KPMG LLP.

  *23.2           Consent of Arthur Andersen LLP.

  *27.1           Financial Data Schedule.
</TABLE>



(b)      Reports on Form 8-K

     On February 23, 2000,  the Company filed a Current Report on Form 8-K dated
February 23, 2000 concerning disclosure of year 2000 estimates.

     On January 7, 2000,  the Company  filed a Current  Report on Form 8-K dated
December 15, 1999 concerning Mr. Hackett's assumption of the responsibilities of
Chairman of the Board of Directors of the Company.

                                       31
<PAGE>
                                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 27, 2000               By:      /s/ James T. Hackett
                                        James T. Hackett, Chairman of the Board,
                                        President and Chief 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.


<TABLE>
<S>        <C>                                               <C>
By:        /s/ James T. Hackett                               By:     /s/ Peter J. Fluor
           -------------------------------------------------          -----------------------------------------------
           James T. Hackett, Chairman of the Board,                   Peter J. Fluor, Director
           President, Chief Executive Officer and Director    Date:   March 27, 2000
           (Principal Executive Officer)
Date:      March _27, 2000                                    By:     /s/ Barry J. Galt
                                                                      -----------------------------------------------
                                                                      Barry J. Galt, Director
By:        /s/ William L. Transier                            Date:   March 27, 2000
           -------------------------------------------------
           William L. Transier, Executive Vice President
           and Chief Financial Officer                                /s/ Robert L. Howard
           (Principal Financial Officer)                              -----------------------------------------------
                                                                By:   Robert L. Howard, Director
Date:      March 27, 2000

By:        /s/ Gordon L. McConnell                                    /s/ Elvis L. Mason
           -------------------------------------------------          -----------------------------------------------
           Gordon L. McConnell, Vice President and            By:     Elvis L. Mason, Director
           Controller (Principal Accounting Officer)          Date:   March 27, 2000
Date:      March 27, 2000
                                                                      /s/ Charles F. Mitchell, M.D.
                                                                      -----------------------------------------------
By:        /s/ James C. Flores                                By:     Charles F. Mitchell, M.D., Director
           -------------------------------------------------  Date:   March 27, 2000
           James C. Flores, Vice Chairman
Date:      March _27, 2000
                                                                      /s/ David K. Newbigging
                                                                      -----------------------------------------------
By:        /s/ J. Evans Attwell                               By:     David K. Newbigging, Director
           -------------------------------------------------  Date:   March 27, 2000
           J. Evans Attwell, Director
Date:      March 27, 2000
                                                                      /s/ Dee S. Osborne
                                                                      -----------------------------------------------
By:        /s/ John B. Brock                                  By:     Dee S. Osborne, Director
           -------------------------------------------------  Date:   March 27, 2000
           John B. Brock, Director
Date:      March 27, 2000
                                                                      /s/ R. A. Walker
                                                                      -----------------------------------------------
By:        /s/ Milton Carroll                                 By:     R. A. Walker, Director
           -------------------------------------------------  Date:   March 27, 2000
           Milton Carroll, Director
Date:      March 27, 2000

By:        /s/ Thomas D. Clark, Jr.
           -------------------------------------------------
           Thomas D. Clark, Jr., Director
Date:      March 27, 2000
</TABLE>


                                       32
<PAGE>

                               Ocean Energy, Inc.
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                                                     Page
<S>               <C>                                                                                                <C>
    3.1           Articles of  Incorporation of the Company,  as amended  (incorporated by reference to Exhibit 3.1
                  to the Company's Form 10-Q for the period ended June 30, 1999).

    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).

    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).

   *4.3           364-Day Credit  Agreement,  dated as of November 9, 1999, among the Company,  Credit Suisse First
                  Boston  (Individually and as Administrative Agent and as Auction  Administrative  Agent), Bank of
                  America,  N.  A.  (Individually  and  as  Syndication  Agent),  Chase  Bank  of  Texas,  National
                  Association  (Individually and as Documentation  Agent),  and the other Banks signatory  thereto,
                  filed herewith).

    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).


    4.5           Senior Subordinated Indenture dated as of July 15, 1993, relating to the 8 5/8% Notes due 2005 by
                  and between the Company and The Bank of New York, as Trustee (the  Indenture is  incorporated  by
                  reference to Exhibit 4.2 to Quarterly  Report on Form 10-Q for the quarter  ended March 31, 1998;
                  the First  Supplemental  Indenture,  dated as of March 30, 1999, is  incorporated by reference to
                  Exhibit 4.12 to the Company's Form 10-Q for the period ended March 31, 1999).


    4.6           Senior Indenture among the Company and The Bank of New York, as Trustee,  and  Specimen of 7 1/2%
                  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).


    4.7           Terms  Agreement  and the  resolutions  of  adoption by the  Chairman  of the Board of  Directors
                  related to Exhibit 4.6  (incorporated  by reference to Exhibit 2.3 to Current  Report on Form 8-K
                  filed with the Securities and Exchange Commission on October 17, 1997).


    4.8           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).

    4.9           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).

    4.10          Indenture,  dated as of July 8, 1998, among Ocean Energy,  Inc., its Subsidiary  Guarantors,  and
                  Norwest  Bank  as  Trustee, relating  to the  8 1/4% Senior  Notes due  2018  (the  Indenture  is
                  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).

    4.11          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).
</TABLE>

                                       33
<PAGE>
                               Ocean Energy, Inc.
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>               <C>                                                                                                <C>

   10.1           Agreement and Plan of Merger,  dated as of November 24, 1998 among Seagull and Ocean Energy, Inc.
                  ("OEI"),  including  amendments  (Agreement  and Plan of Merger is  incorporated  by reference to
                  Exhibit  2.1 to  Current  Report  on Form 8-K  filed on  December  1,  1998;  Amendment  No. 1 is
                  incorporated  by reference  to Exhibit 2.2 to the  Company's  Registration  Statement on Form S-4
                  (Reg. No. 333-68679)).

  #10.2           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).

  #10.3           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).

  #10.4           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).

  #10.5           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).

  #10.6           Seagull Energy  Corporation  1990 Stock Option Plan,  including  forms of agreements,  as amended
                  (incorporated  by  reference  to Exhibit  10.22 to Annual  Report on Form 10-K for the year ended
                  December 31, 1995;  Form of Amendment to Stock Option  Agreement(s)  is incorporated by reference
                  to Exhibit 10.7 to Annual Report on Form 10-K for the year ended December 31, 1996).

  #10.7           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)  is  incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K
                  for the year ended December 31, 1996).

  #10.8           Global Natural  Resources Inc. 1992 Stock Option Plan (the Plan is  incorporated  by reference to
                  Exhibit 10.47 to the Quarterly  Report on Form 10-Q for the quarter ended June 30, 1992 of Global
                  Natural  Resources  Inc.  (Registration  No.  1-8674);  the Form of  Stock  Option  Agreement  is
                  incorporated  by reference to Exhibit 10.48 to the Quarterly  Report on Form 10-Q for the quarter
                  ended  June 30,  1992 of  Global  Natural  Resources  Inc.  (Registration  No.  1-8674);  Form of
                  Amendment to Stock Option  Agreement(s)  is  incorporated  by reference to Exhibit 10.9 to Annual
                  Report on Form 10-K for the year ended December 31, 1996).

  #10.9           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).

  #10.10          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).

  #10.11          1995  Omnibus  Stock Plan (the Plan is  incorporated  by  reference  to Exhibit 10.3 to Quarterly
                  Report on Form 10-Q for the  quarter  ended June 30,  1995;  Form of  Amendment  to Stock  Option
                  Agreement(s)  is incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K for the
                  year ended December 31, 1996).
</TABLE>

                                       34
<PAGE>
                               Ocean Energy, Inc.
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>               <C>                                                                                                <C>

  #10.12          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).

  #10.13          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, is  incorporated  herein by reference to Exhibit
                  10.4 to UMC's Form 10-K for the year ended December 31, 1993; the Fourth  Amendment,  dated April
                  6, 1994,  is  incorporated  by  reference  to Exhibit  10.6 to UMC's Form 10-K for the year ended
                  December 31, 1994; 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).

  #10.14          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).

  #10.15          Amendment  to UMC 1994  Non-Qualified  Stock  Option  Agreement  for Former  Employees of General
                  Atlantic  Resources,  Inc. dated as of April 16, 1996 among UMC and Donald D. Wolf  (incorporated
                  by reference to Exhibit 10.22 to UMC's Form 10-Q for the period ended September 30, 1996).

  #10.16          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).

  #10.17          UMC Petroleum  Corporation  Supplemental  Benefit Plan effective January 1, 1994, approved by the
                  Board of Directors on March 29, 1994 (the Plan is  incorporated  by reference to Exhibit 10.10 to
                  UMC's Form 10-K filed for the year ended December 31, 1994; the Second  Amendment dated March 30,
                  1999 is  incorporated  by  reference  to Exhibit 10.7 to Form 10-Q for the period ended March 31,
                  1999).

  #10.18          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).
</TABLE>

                                       35
<PAGE>
                               Ocean Energy, Inc.
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>               <C>                                                                                                <C>

  #10.19          1996 Long-Term  Incentive Plan, as amended (the Plan, as amended, is incorporated by reference 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).

 *#10.20          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 filed
                  herewith).

  #10.21          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).

  #10.22          Seagull Energy  Corporation  Management  Stability Plan (the Plan is incorporated by reference to
                  Exhibit  10.35 to Annual  Report on Form 10-K for the year ended  December  31,  1994;  the First
                  Amendment is  incorporated  by reference to Exhibit  10.13 to Annual  Report on Form 10-K for the
                  year ended December 31, 1996; the Second and Third  Amendments are  incorporated  by reference to
                  Exhibit 10.4 to  Quarterly  Report on Form 10-Q for the quarter  ended  September  30, 1998;  the
                  Fourth  Amendment is incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K
                  for the year ended  December  31,  1998;  the Fifth  Amendment  is  incorporated  by reference to
                  Exhibit 10.14 to Form 10-Q for the period ended March 31, 1999).

 *#10.23          Outside Directors Deferred Fee Plan, as amended and restated effective March 30, 1999.

  #10.24          Executive  Supplemental  Retirement  Plan, as amended (the Plan, as amended,  is  incorporated by
                  reference to Exhibit 10.1 to Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
                  1996; the Third Amendment is  incorporated  by reference to Exhibit 10.11 to Quarterly  Report on
                  Form 10-Q for the quarter ended September 30, 1998).

  #10.25          Supplemental  Benefit  Plan,  as amended,  including  the First  Amendment  thereto (the Plan, as
                  amended,  is  incorporated  by reference to Exhibit  10.11 to Annual  Report on Form 10-K for the
                  year ended December 31, 1995; the Third  Amendment is  incorporated by reference to Exhibit 10.12
                  to Quarterly  Report on Form 10-Q for the quarter ended September 30, 1998; the Fourth  Amendment
                  is  incorporated  by  reference to Exhibit  10.22 to the Annual  Report on Form 10-K for the year
                  ended December 31, 1998).

  #10.26          Ocean  Energy,  Inc.  1999 Change of Control  Severance  Plan dated  February 8, 1999;  the First
                  Amendment dated March 29, 1999  (incorporated  by reference to Exhibit 10.17 to Form 10-Q for the
                  period ended March 31, 1999).

  #10.27          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).

  #10.28          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).
</TABLE>
                                       36
<PAGE>
                               Ocean Energy, Inc.
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>               <C>                                                                                                <C>

  #10.29          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).

  #10.30          Employment Agreement,  dated as of March 27, 1998, among Ocean Energy, Inc. and John B. Brock, as
                  amended  (the  Agreement  is  incorporated  by reference to Exhibit 10.1 to the Form 8-K of Ocean
                  Energy,  Inc.  (Registration  No. 0-25058) filed with the SEC on March 31, 1998;  Amendment No.1,
                  dated as of November  24, 1998,  is  incorporated  by  reference  to Exhibit  10.33 to the Annual
                  Report on Form 10-K for the year ended  December 31, 1998,  of Ocean Energy,  Inc.  (Registration
                  No. 0-25058)).

  #10.31          Form of 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).

  #10.32          Form of  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).

  #10.33          Letter Agreement between the Company and James C. Flores,  dated December 22, 1999  (incorporated
                  by reference to Exhibit 99.3 to Current Report on Form 8-K filed on January 7, 2000).

  #10.34          Employment  Agreement  between the Company and James C.  Flores,  effective as of January 1, 2000
                  (incorporated  by  reference  to Exhibit  99.4 to Current  Report on Form 8-K filed on January 7,
                  2000).

  #10.35          Severance  Agreement  between Ocean Energy,  Inc., (the "Company") a Texas  corporation  formerly
                  known as Seagull Energy Corporation,  and John D. Schiller Jr.  ("Executive") dated September 27,
                  1999  (incorporated  by reference to Exhibit 10.1 to Form 10-Q for the period ended September 30,
                  1999).

  #10.36          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).

  #10.37          Executive  Supplemental  Retirement  Plan Membership  Agreement  between the Company and Barry J.
                  Galt dated as of February 3, 1986,  as amended  (incorporated  by  reference  to Exhibit  10.2 to
                  Quarterly Report on Form 10-Q for the quarter ended September 30, 1996).

  #10.38          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.
</TABLE>

                                       37

<PAGE>
                               Ocean Energy, Inc.
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
<S>               <C>                                                                                                <C>

  #10.39          Severance  Agreement,  including Amendment and Second Amendment to Severance  Agreement,  between
                  the Company and Barry J. Galt  (incorporated  by reference to Exhibit 10.2 to Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1998).

  #10.40          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).

   10.41          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).

   10.42          Promissory Note between Barry J. Galt and Seagull  (incorporated by reference to Exhibit 10.33 to
                  Annual Report on Form 10-K for the year ended December 31, 1998).

   10.43          Purchase and Sale  Agreement  dated June 15,  1999,  between the  Company,  as Seller,  and SEMCO
                  ENERGY, Inc., as Purchaser,  for the sale of ENSTAR (incorporated by reference to Exhibit 10.2 to
                  Form 10-Q for the period ended June 30, 1999).

   10.44          Purchase  and Sale  Agreement  dated July 30,  1999,  between  the  Company as Seller,  and Cross
                  Timbers  Oil  Company,  as  Purchaser,  for the sale of the Arkoma  properties  (incorporated  by
                  reference to Exhibit 10.1 to Form 10-Q for the period ended June 30, 1999).

  *10.45          Natural Gas Purchase and Sale  Agreement  dated October 1, 1999 between the Company as Seller and
                  Duke Energy Trading and Marketing, L.L.C., as Buyer, filed herewith.

  *13.0           1999 Annual Report of the Company (selected portions), filed herewith.

  *23.1           Consent of KPMG LLP.

  *23.2           Consent of Arthur Andersen LLP.

  *27.1           Financial Data Schedule.
</TABLE>

                                       38
<PAGE>