EXHIBIT 10.23

# MERGER OF THE
OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN
WITH AND INTO THE OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN
AND AMENDMENT OF THE OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN

WHEREAS, OCEAN ENERGY,
INC., a Texas corporation (the "Company"),  as successor to Ocean Energy,  Inc, a
Delaware  corporation,  has  heretofore  adopted  the  OCEAN  ENERGY,  INC.  SUPPLEMENTAL  BENEFIT  PLAN  (the "OEI
Supplemental Plan"); and

WHEREAS,
the Company and certain other Participating Employers have heretofore adopted
the OCEAN ENERGY, INC. SUPPLEMENTAL BENEFIT PLAN, formerly known as the
Seagull Energy Corporation Supplemental Benefit Plan (the Plan), for
the benefit of their employees; and

WHEREAS,
the Company desires to merge the OEI Supplemental Plan with and into the Plan in
order to streamline the administration of its executive benefit programs; and

WHEREAS,
the Company  further  desires to amend the Plan on behalf of itself and the other  Participating
Employers;

NOW, THEREFORE, effective as of January 1, 2001:

1.   The OEI Supplemental
Plan shall be merged with and into the Plan, with the result that the provisions
of the Plan shall replace in their entirety the provisions of the OEI
Supplemental Plan; provided, however, that, if prior to January 1, 2001 (the
Plan Merger Date), a participant in the OEI Supplemental Plan (an
OEI Participant) elected a form of benefit that is not permitted
under the terms of the Plan, then the terms of the Plan shall be deemed to be
amended to the extent necessary to accommodate such election unless and until
such OEI Participant changes such election in accordance with the provisions of
the Plan. Each OEI Participant as of the Plan Merger Date shall become a
Participant in the Plan as of such date.

2.   References to the
Ocean Energy, Inc. Employee Stock Ownership Plan or the
ESOP shall be deemed to refer to the ESOP established
under Article XXI of the Ocean Retirement Savings Plan and references to a
Participants Stock Account and/or Investment
Account under the ESOP shall be deemed to refer to the Participants
ESOP Account under the Ocean Retirement Savings Plan.

3.   References to the "Ocean  Energy,  Inc.  Thrift Plan" or the "Thrift Plan" shall be deemed to refer to the
"Ocean Retirement Savings Plan."

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4.   Section 1.1(13) of the Plan shall be deleted and the following shall be substituted
therefor:

"(13)  Employer  Contributions:  Contributions  made to the ESOP by the Employer
with respect to a Participant pursuant to Section 21.6 the Thrift Plan."

5.     
The following new Section 1.1(17A) shall be added to Article I of the
Plan:

(17A)
Investment Funds: The investment funds designated from time
to time for the deemed investment of Accounts under Section 3.6.

6.   The following new Section 1.1(22A) shall be added to Article I of the Plan:

"(22A)   Stock Fund:  An Investment  Fund  investing in the common stock of the Company,
par value $.10 per share."

7.   Section
3.6 of the Plan shall be deleted and the following shall be substituted therefor:

"3.6  Crediting of Income.

(a)  Deemed Investment of Funds.

(1)
The amounts credited to each Participants Accounts shall be deemed to be
invested in the Fidelity Money Market Trust: Retirement Money Market Portfolio
until such Participant designates, in accordance with the procedures established
from time to time by the Committee, the manner in which amounts credited to his
Accounts shall be deemed to be invested from among the Investment Funds made
available from time to time for such purpose by the Committee. A Participant may
designate one of such Investment Funds for the deemed investment of all the
amounts credited to his Accounts or he may split the deemed investment of the
amounts credited to his Accounts among such Investment Funds in such increments
as the Committee may prescribe. Notwithstanding the foregoing, a Participant may
not (i) designate a Stock Fund for the deemed investment of amounts credited to
his Accounts within six months after revoking an election to have all or a
portion of his Accounts deemed invested in Phantom Stock under Section 3.6(d) of
the Plan as in effect on December 31, 2000 or (ii) designate a Stock Fund for
the deemed investment of amounts credited to his Accounts within six months
after changing or converting a deemed investment election from a Stock Fund
pursuant to Paragraph (a)(2) below.

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

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



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

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

8.   The provisions of
Article V of the Plan pertaining to determination of the value of amounts
credited to a Participants Accounts for purposes of payment shall be
deemed to be amended to the extent necessary to correspond with the revised
income crediting provisions of Section 3.6 of the Plan.

9.   The  reference
to  "Paragraph  3.6(c)" in Section  5.4 of the Plan shall be deemed to be a  reference  to
"Section 3.6" of the Plan.

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

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EXECUTED this ________ day of
December, 2000.