<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998.
                                                           REGISTRATION NO. 333-
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               OCEAN ENERGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                              72-1277752
 (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                 1201 LOUISIANA
                                   SUITE 1400
                              HOUSTON, TEXAS 77002
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                               OCEAN ENERGY, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                                ROBERT K. REEVES
                            EXECUTIVE VICE PRESIDENT,
                          GENERAL COUNSEL AND SECRETARY
                                 1201 LOUISIANA
                                   SUITE 1400
                              HOUSTON, TEXAS 77002
                                 (713) 654-9110
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        ------------------------------

                                    COPY TO:
                              JAMES M. PRINCE, ESQ.
                             ANDREWS & KURTH L.L.P.
                             600 TRAVIS, SUITE 4200
                              HOUSTON, TEXAS 77002

                        ------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
                                                                                         PROPOSED
                                                                        PROPOSED         MAXIMUM
                                                       AMOUNT            MAXIMUM        AGGREGATE       AMOUNT OF
                                                       TO BE         OFFERING PRICE      OFFERING     REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED          REGISTERED (1)     PER SHARE (2)     PRICE (2)          FEE
     ------------------------------------------- ------------------- ---------------- --------------- --------------
<S>                                               <C>                <C>              <C>             <C>       
Common Stock, par value $0.01 per share(3)        2,900,000 Shares   $ 23.41          $ 67,878,125    $20,024.05

====================================================================================================================
</TABLE>

(1)      The number of shares of Common Stock registered hereby is subject to
         adjustment to prevent dilution resulting from stock splits, stock
         dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) under the Securities Act,
         based upon the average of the high and low prices of the Registrant's
         Common Stock on the New York Stock Exchange on March 30, 1998.
(3)      Includes associated Rights to purchase shares of the Registrant's
         Series A Junior Participating Preferred Stock. The Rights are not
         currently separable from the shares of Common Stock and are not
         currently exercisable.

================================================================================

<PAGE>   2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Ocean Energy, Inc. (the "Company") incorporates herein by reference
the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):

               (a) The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997;

               (b) The Company's Current Report on Form 8-K filed with the
          Commission on February 19, 1998; 

               (c) The Company's Current Report on Form 8-K filed with the 
          Commission on March 3, 1998;

               (d) The Company's Current Report on Form 8-K filed with the
          Commission on March 31, 1998;

               (e) The Company's Registration Statement on Form 8-A with respect
          to the Company's common stock, par value $0.01 per share, filed with
          the Commission on March 8, 1996, as amended to date; and

               (f) The Company's Registration Statement on Form 8-A with respect
          to the Company's Rights to purchase Series A Junior Participating
          Preferred Stock, par value $0.01 per share, filed with the Commission
          on December 23, 1997, as amended to date.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement and the Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

                                      -2-
<PAGE>   3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 7(d) of the Company's Amended and Restated Certificate of
Incorporation states that:

                  "A director of the Corporation shall not be personally liable
                  to the Corporation or its stockholders for monetary damages
                  for breach of fiduciary duty as a director, except for
                  liability (i) for any breach of the director's duty of loyalty
                  to the Corporation or its stockholders, (ii) for acts or
                  omissions not in good faith or which involve intentional
                  misconduct or a knowing violation of law, (iii) under Section
                  174 of the General Corporation Law of the State of Delaware,
                  or (iv) for any transaction from which the director derived an
                  improper personal benefit. If the General Corporation Law of
                  the State of 

                                      -3-
<PAGE>   4

                  Delaware is amended to authorize corporate action further
                  eliminating or limiting the personal liability of directors,
                  then the liability of a director of the Corporation shall be
                  eliminated or limited to the fullest extent permitted by the
                  General Corporation Law of the State of Delaware, as so
                  amended. Any repeal or modification of this Section by the
                  stockholders of the Corporation shall be prospective only, and
                  shall not adversely affect any limitation on the personal
                  liability of a director of the Corporation existing at the
                  time of such repeal or modification."

         In addition, Section 7(c) of the Company's Amended and Restated
Certificate of Incorporation and Article IX of the Company's Bylaws further
provide that the Company shall indemnify its officers, directors and employees
to the fullest extent permitted by law. Pursuant to such provision, the Company
has entered into agreements with its officers and directors which provide for
indemnification of such persons.

         The Company maintains insurance coverage providing directors and
officers with indemnification, subject to certain exclusions and to the extent
not otherwise indemnified by the Company, against loss (including expenses
incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policies also reimburse the Company for liability incurred in the
indemnification of its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.

ITEM 8.  EXHIBITS.

<TABLE>

<CAPTION>

Exhibit
Number     Description

<S>        <C>     
4.1        Certificate of Incorporation of the Company, as amended (filed as
           Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
           March 31, 1998, and incorporated herein by reference).

4.2        Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to
           the Company's Current Report on Form 8-K filed on March 31, 1998, and
           incorporated herein by reference).

4.3        Ocean Energy, Inc. 1998 Long-Term Incentive Plan (filed as Exhibit
           10.13 to the Company's Current Report on Form 8-K filed on March 31,
           1998, and incorporated herein by reference).

4.4        Rights Agreement, dated as of December 27, 1997, between the Company
           and Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit
           1 to the Company's Form 8-A filed on December 23, 1997, and
           incorporated herein by reference).

4.5        First Amendment to Rights Agreement, dated as of February 20, 1998,
           between the Company and Harris Trust and Savings Bank, as Rights
           Agent (filed as Exhibit 4.7 to the Company's Annual Report on Form
           10-K for the fiscal year ended December 31, 1997, and incorporated
           herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
           being registered.

23.1*      Consent of Arthur Andersen LLP.

23.2*      Consent of Netherland, Sewell & Associates, Inc.

23.3       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
           Exhibit 5.1 to this Registration Statement). 

24.1*      Powers of Attorney.
</TABLE>

----------------------------
*filed herewith

                                      -4-
<PAGE>   5

ITEM 9.    UNDERTAKINGS

           The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration
           Statement:

                           (i) To include any prospectus required by Section
           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
           arising after the effective date of the registration statement (or
           the most recent post-effective amendment thereof) which, individually
           or in the aggregate, represent a fundamental change in the
           information set forth in the registration statement. Notwithstanding
           the foregoing, any increase or decrease in volume of securities
           offered (if the total dollar value of securities offered would not
           exceed that which was registered) and any deviation from the low or
           high end of the estimated maximum offering range may be reflected in
           the form of prospectus filed with the Commission pursuant to Rule
           424(b) if, in the aggregate, the changes in volume and price
           represent no more than a 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration Fee"
           table in the effective registration statement;

                           (iii) To include any material information with
           respect to the plan of distribution not previously disclosed in the
           registration statement or any material change to such information in
           the registration statement:

           Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.

           The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for 

                                      -5-
<PAGE>   6

indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                      -6-
<PAGE>   7

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 1st day of April,
1998.

                                       OCEAN ENERGY, INC.



                                       By:      *  /s/ JAMES C. FLORES
                                          -------------------------------------
                                          James C. Flores
                                          President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of April, 1998.

<TABLE>

<CAPTION>

                   Signature                                       Title
                   ---------                                       -----
<S>          <C>                                     <C>    
             * /s/ JOHN B. BROCK                     Chairman of the Board of Directors
    ---------------------------------------
                John B. Brock


            * /s/ JAMES C. FLORES                    President, Chief Executive Officer
    ---------------------------------------          and Director (Principal
               James C. Flores                       Executive Officer)     


            * /s/ JAMES L. DUNLAP                    Vice Chairman of the Board of Directors
    ---------------------------------------
               James L. Dunlap


            * /s/ ROBERT L. BELK                     Executive Vice President - Administration
    ---------------------------------------          and Director
                Rober L. Belk                        


            * /s/ THOMAS D. CLARK                    Director
    ---------------------------------------
               Thomas D. Clark


                                                     Director  
    ---------------------------------------
               Lodwrick M. Cook


                                                      Director 
    ---------------------------------------
              Robert L. Howard

</TABLE>

                                       -7-
<PAGE>   8

<TABLE>

<S>                                                  <C>  


                                                     Director
    ---------------------------------------
               Elvis L. Mason


          * /s/ CHARLES F. MITCHELL                  Director
    ---------------------------------------
             Charles F. Mitchell



    ---------------------------------------          Director
               James L. Murdy



    ---------------------------------------          Director
             David K. Newbigging


         * /s/ WILLIAM W. RUCKS, IV                  Director
    ---------------------------------------
            William W. Rucks, IV



    ---------------------------------------          Director
             Matthew R. Simmons



           * /s/ MILTON J. WOMACK                    Director
    ---------------------------------------
                Milton J. Womack



         * /s/ JONATHAN M. CLARKSON                  Executive Vice President - Chief Financial Officer
    ---------------------------------------          (Principal Financial Officer)
            Jonathan M. Clarkson


          */s/ CHRISTOPHER E. CRAGG                  Vice President and Controller
    ---------------------------------------          (Principal Accounting Officer)
            Christopher E. Cragg


* By: /s/ ROBERT K. REEVES
    ---------------------------------------
              Robert K. Reeves
   (pursuant to a power of attorney filed
           as Exhibit 24.1 to this
           Registration Statement)

</TABLE>

                                      -8-
<PAGE>   9



                               INDEX TO EXHIBITS

<TABLE>

<CAPTION>



Exhibit
Number                             Description
------                             -----------
<S>        <C>    
4.1        Certificate of Incorporation of the Company, as amended (filed as
           Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
           March 31, 1998, and incorporated herein by reference).

4.2        Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to
           the Company's Current Report on Form 8-K filed on March 31, 1998, and
           incorporated herein by reference).

4.3        Ocean Energy, Inc. 1998 Long-Term Incentive Plan (filed as Exhibit
           10.13 to the Company's Current Report on Form 8-K filed on March 31,
           1998, and incorporated herein by reference).

4.4        Rights Agreement, dated as of December 27, 1997, between the Company
           and Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit
           1 to the Company's Form 8-A filed on December 23, 1997, and
           incorporated herein by reference).

4.5        First Amendment to Rights Agreement, dated as of February 20, 1998,
           between the Company and Harris Trust and Savings Bank, as Rights
           Agent (filed as Exhibit 4.7 to the Company's Annual Report on Form
           10-K for the fiscal year ended December 31, 1997, and incorporated
           herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares 
           being registered.

23.1*      Consent of Arthur Andersen LLP.

23.2*      Consent of Netherland, Sewell & Associates, Inc.

23.3       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as 
           Exhibit 5.1 to this Registration Statement).

24.1*      Powers of Attorney.

</TABLE>

----------------------------
*filed herewith



                                     -9-
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1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998.
                                                           REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               OCEAN ENERGY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        DELAWARE                                              72-1277752
 (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                 1201 LOUISIANA
                                   SUITE 1400
                              HOUSTON, TEXAS 77002
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)

                               OCEAN ENERGY, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                                ROBERT K. REEVES
                            EXECUTIVE VICE PRESIDENT,
                          GENERAL COUNSEL AND SECRETARY
                                 1201 LOUISIANA
                                   SUITE 1400
                              HOUSTON, TEXAS 77002
                                 (713) 654-9110
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        ------------------------------

                                    COPY TO:
                              JAMES M. PRINCE, ESQ.
                             ANDREWS & KURTH L.L.P.
                             600 TRAVIS, SUITE 4200
                              HOUSTON, TEXAS 77002

                        ------------------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                                         PROPOSED
                                                                        PROPOSED         MAXIMUM
                                                       AMOUNT            MAXIMUM        AGGREGATE       AMOUNT OF
                                                       TO BE         OFFERING PRICE      OFFERING     REGISTRATION
     TITLE OF SECURITIES TO BE REGISTERED          REGISTERED (1)     PER SHARE (2)     PRICE (2)          FEE
     ------------------------------------------- ------------------- ---------------- --------------- --------------
Common Stock, par value $0.01 per share(3)        2,900,000 Shares   $ 23.41          $ 67,878,125    $20,024.05

====================================================================================================================
(1)      The number of shares of Common Stock registered hereby is subject to
         adjustment to prevent dilution resulting from stock splits, stock
         dividends or similar transactions.
(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h) under the Securities Act,
         based upon the average of the high and low prices of the Registrant's
         Common Stock on the New York Stock Exchange on March 30, 1998.
(3)      Includes associated Rights to purchase shares of the Registrant's
         Series A Junior Participating Preferred Stock. The Rights are not
         currently separable from the shares of Common Stock and are not
         currently exercisable.

================================================================================
2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         Ocean Energy, Inc. (the "Company") incorporates herein by reference
the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):

               (a) The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997;

               (b) The Company's Current Report on Form 8-K filed with the
          Commission on February 19, 1998; 

               (c) The Company's Current Report on Form 8-K filed with the 
          Commission on March 3, 1998;

               (d) The Company's Current Report on Form 8-K filed with the
          Commission on March 31, 1998;

               (e) The Company's Registration Statement on Form 8-A with respect
          to the Company's common stock, par value $0.01 per share, filed with
          the Commission on March 8, 1996, as amended to date; and

               (f) The Company's Registration Statement on Form 8-A with respect
          to the Company's Rights to purchase Series A Junior Participating
          Preferred Stock, par value $0.01 per share, filed with the Commission
          on December 23, 1997, as amended to date.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of the Registration Statement and the Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or the Prospectus.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

                                      -2-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
made to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

         Section 7(d) of the Company's Amended and Restated Certificate of
Incorporation states that:

                  "A director of the Corporation shall not be personally liable
                  to the Corporation or its stockholders for monetary damages
                  for breach of fiduciary duty as a director, except for
                  liability (i) for any breach of the director's duty of loyalty
                  to the Corporation or its stockholders, (ii) for acts or
                  omissions not in good faith or which involve intentional
                  misconduct or a knowing violation of law, (iii) under Section
                  174 of the General Corporation Law of the State of Delaware,
                  or (iv) for any transaction from which the director derived an
                  improper personal benefit. If the General Corporation Law of
                  the State of 

                                      -3-
4

                  Delaware is amended to authorize corporate action further
                  eliminating or limiting the personal liability of directors,
                  then the liability of a director of the Corporation shall be
                  eliminated or limited to the fullest extent permitted by the
                  General Corporation Law of the State of Delaware, as so
                  amended. Any repeal or modification of this Section by the
                  stockholders of the Corporation shall be prospective only, and
                  shall not adversely affect any limitation on the personal
                  liability of a director of the Corporation existing at the
                  time of such repeal or modification."

         In addition, Section 7(c) of the Company's Amended and Restated
Certificate of Incorporation and Article IX of the Company's Bylaws further
provide that the Company shall indemnify its officers, directors and employees
to the fullest extent permitted by law. Pursuant to such provision, the Company
has entered into agreements with its officers and directors which provide for
indemnification of such persons.

         The Company maintains insurance coverage providing directors and
officers with indemnification, subject to certain exclusions and to the extent
not otherwise indemnified by the Company, against loss (including expenses
incurred in the defense of actions, suits or proceedings in connection
therewith) arising from any negligent act, error, omission or breach of duty
while acting in their capacity as directors and officers of the Company. The
policies also reimburse the Company for liability incurred in the
indemnification of its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The information required by Item 7 is not applicable to this
Registration Statement.

ITEM 8.  EXHIBITS.
Exhibit
Number     Description
4.1        Certificate of Incorporation of the Company, as amended (filed as
           Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
           March 31, 1998, and incorporated herein by reference).

4.2        Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to
           the Company's Current Report on Form 8-K filed on March 31, 1998, and
           incorporated herein by reference).

4.3        Ocean Energy, Inc. 1998 Long-Term Incentive Plan (filed as Exhibit
           10.13 to the Company's Current Report on Form 8-K filed on March 31,
           1998, and incorporated herein by reference).

4.4        Rights Agreement, dated as of December 27, 1997, between the Company
           and Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit
           1 to the Company's Form 8-A filed on December 23, 1997, and
           incorporated herein by reference).

4.5        First Amendment to Rights Agreement, dated as of February 20, 1998,
           between the Company and Harris Trust and Savings Bank, as Rights
           Agent (filed as Exhibit 4.7 to the Company's Annual Report on Form
           10-K for the fiscal year ended December 31, 1997, and incorporated
           herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares
           being registered.

23.1*      Consent of Arthur Andersen LLP.

23.2*      Consent of Netherland, Sewell & Associates, Inc.

23.3       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
           Exhibit 5.1 to this Registration Statement). 

24.1*      Powers of Attorney.
----------------------------
*filed herewith

                                      -4-
5

ITEM 9.    UNDERTAKINGS

           The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration
           Statement:

                           (i) To include any prospectus required by Section
           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
           arising after the effective date of the registration statement (or
           the most recent post-effective amendment thereof) which, individually
           or in the aggregate, represent a fundamental change in the
           information set forth in the registration statement. Notwithstanding
           the foregoing, any increase or decrease in volume of securities
           offered (if the total dollar value of securities offered would not
           exceed that which was registered) and any deviation from the low or
           high end of the estimated maximum offering range may be reflected in
           the form of prospectus filed with the Commission pursuant to Rule
           424(b) if, in the aggregate, the changes in volume and price
           represent no more than a 20 percent change in the maximum aggregate
           offering price set forth in the "Calculation of Registration Fee"
           table in the effective registration statement;

                           (iii) To include any material information with
           respect to the plan of distribution not previously disclosed in the
           registration statement or any material change to such information in
           the registration statement:

           Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.

           The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for 

                                      -5-
6

indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                      -6-
7

                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 1st day of April,
1998.

                                       OCEAN ENERGY, INC.

                                       By:      *  /s/ JAMES C. FLORES
                                          -------------------------------------
                                          James C. Flores
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of April, 1998.
Signature                                       Title
                   ---------                                       -----
* /s/ JOHN B. BROCK                     Chairman of the Board of Directors
    ---------------------------------------
                John B. Brock

            * /s/ JAMES C. FLORES                    President, Chief Executive Officer
    ---------------------------------------          and Director (Principal
               James C. Flores                       Executive Officer)     

            * /s/ JAMES L. DUNLAP                    Vice Chairman of the Board of Directors
    ---------------------------------------
               James L. Dunlap

            * /s/ ROBERT L. BELK                     Executive Vice President - Administration
    ---------------------------------------          and Director
                Rober L. Belk                        

            * /s/ THOMAS D. CLARK                    Director
    ---------------------------------------
               Thomas D. Clark

                                                     Director  
    ---------------------------------------
               Lodwrick M. Cook

                                                      Director 
    ---------------------------------------
              Robert L. Howard
-7-
8
Director
    ---------------------------------------
               Elvis L. Mason

          * /s/ CHARLES F. MITCHELL                  Director
    ---------------------------------------
             Charles F. Mitchell

    ---------------------------------------          Director
               James L. Murdy

    ---------------------------------------          Director
             David K. Newbigging

         * /s/ WILLIAM W. RUCKS, IV                  Director
    ---------------------------------------
            William W. Rucks, IV

    ---------------------------------------          Director
             Matthew R. Simmons

           * /s/ MILTON J. WOMACK                    Director
    ---------------------------------------
                Milton J. Womack

         * /s/ JONATHAN M. CLARKSON                  Executive Vice President - Chief Financial Officer
    ---------------------------------------          (Principal Financial Officer)
            Jonathan M. Clarkson

          */s/ CHRISTOPHER E. CRAGG                  Vice President and Controller
    ---------------------------------------          (Principal Accounting Officer)
            Christopher E. Cragg

* By: /s/ ROBERT K. REEVES
    ---------------------------------------
              Robert K. Reeves
   (pursuant to a power of attorney filed
           as Exhibit 24.1 to this
           Registration Statement)
-8-
9

                               INDEX TO EXHIBITS
Exhibit
Number                             Description
------                             -----------
4.1        Certificate of Incorporation of the Company, as amended (filed as
           Exhibit 99.1 to the Company's Current Report on Form 8-K filed on
           March 31, 1998, and incorporated herein by reference).

4.2        Amended and Restated Bylaws of the Company (filed as Exhibit 99.2 to
           the Company's Current Report on Form 8-K filed on March 31, 1998, and
           incorporated herein by reference).

4.3        Ocean Energy, Inc. 1998 Long-Term Incentive Plan (filed as Exhibit
           10.13 to the Company's Current Report on Form 8-K filed on March 31,
           1998, and incorporated herein by reference).

4.4        Rights Agreement, dated as of December 27, 1997, between the Company
           and Harris Trust and Savings Bank, as Rights Agent (filed as Exhibit
           1 to the Company's Form 8-A filed on December 23, 1997, and
           incorporated herein by reference).

4.5        First Amendment to Rights Agreement, dated as of February 20, 1998,
           between the Company and Harris Trust and Savings Bank, as Rights
           Agent (filed as Exhibit 4.7 to the Company's Annual Report on Form
           10-K for the fiscal year ended December 31, 1997, and incorporated
           herein by reference).

5.1*       Opinion of Andrews & Kurth L.L.P. as to the legality of the shares 
           being registered.

23.1*      Consent of Arthur Andersen LLP.

23.2*      Consent of Netherland, Sewell & Associates, Inc.

23.3       Consent of Andrews & Kurth L.L.P. (included in the opinion filed as 
           Exhibit 5.1 to this Registration Statement).

24.1*      Powers of Attorney.
----------------------------
*filed herewith

                                     -9-