<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 2001
                                                   REGISTRATION NO. 333-________
================================================================================

                       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                                         74-1764876
    (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                      Identification Number)
       1001 FANNIN, SUITE 1600                                    77002
           HOUSTON, TEXAS                                      (Zip Code)
(Address of Principal Executive Offices)

                OCEAN ENERGY, INC. 2001 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                ROBERT K. REEVES
                    EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                               OCEAN ENERGY, INC.
                             1001 FANNIN, SUITE 1600
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 265-6000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                  T. MARK KELLY
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                                   1001 FANNIN
                            HOUSTON, TEXAS 77002-6760

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>


                                                                PROPOSED
                                                                MAXIMUM           PROPOSED MAXIMUM      AMOUNT OF
         TITLE OF SECURITIES               AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
           TO BE REGISTERED                REGISTERED(1)       PER SHARE(2)           PRICE(2)             FEE
-------------------------------------      --------------    --------------      ------------------    ------------
<S>                                        <C>               <C>                 <C>                   <C>
Common Stock, $0.10 par value (3) ..          4,000,000          $17.43              $69,720,000          $16,663
=====================================      ===============   ==============      ==================    ============
</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 purposes of calculating the registration fee
         pursuant to Rule 457.

(3)      Includes associated preferred stock purchase rights. The rights are not
         currently separable from the shares of common stock and are not
         currently exercisable.



<PAGE>


                             INTRODUCTORY STATEMENT

         On May 9, 2001, the shareholders of Ocean Energy, Inc., a Texas
corporation (the "Registrant"), approved the Ocean Energy, Inc. 2001 Long-Term
Incentive Plan (the "Plan") at the 2001 annual meeting of shareholders (the
"Annual Meeting"). Following the Annual Meeting, the Registrant and a
wholly-owned subsidiary effected a merger pursuant to which the Registrant
reincorporated from Texas to Delaware. This registration statement on Form S-8
relates to up to 4,000,000 shares of Ocean's common stock, par value $.10 per
share (the "Common Stock"), that may be issued pursuant to the Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents 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)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as filed with the SEC on March 21, 2001;

         (b) The Registrant's Quarterly Reports on Form 10-Q filed with the SEC
on May 3, 2001, August 2, 2001 and October 31, 2001;

         (c) The Registrant's Current Reports on Form 8-K filed with the SEC on
March 22, 2001, May 14, 2001 and September 28, 2001;

         (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A/K filed with the SEC on May 23,
2001 as amended by the amendment thereto filed with the SEC on July 30, 2001;

         (e) The description of the Registrant's Series A Junior Participating
Preferred Stock and related rights contained in the Registration Statement on
Form 8-A/A filed with the SEC on December 17, 2001.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained 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 this Registration Statement.



                                       1
<PAGE>




ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         J. Evans Attwell serves as a director of the Registrant. Mr. Attwell is
retired managing partner of Vinson & Elkins L.L.P., counsel to the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify its
officers and directors or any person, who while serving as an officer or
director, is or was serving at the request of the Registrant as a director,
officer, employee or agent or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise to the fullest extent
permitted by law, and that the Registrant may indemnify its employees or agents.
The Registrant's Bylaws also permit the Registrant to secure insurance on behalf
of any officer, director, employee or other agent of the Registrant or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, regardless of whether the Registrant would have the
power to indemnify him or her against such liability under the General
Corporation Law of Delaware.

         The Registrant maintains insurance covering its directors and officers
against certain liabilities incurred by them in their capacities as such,
including among other things, certain liabilities under the Securities Act. The
Registrant currently has secured such insurance on behalf of its officers and
directors.

         Reference is also made to Article VII of the Certificate of
Incorporation of the Registrant, which was adopted by the Registrant's
shareholders on May 9, 2001 and which provides as follows:

         "ARTICLE VII. LIMITED, LIABILITY OF DIRECTORS. No director shall be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty by such director as a director,
         except for liability (a) for any breach of the director's duty of
         loyalty to the Corporation or its stockholders, (b) for acts or
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law, (c) under Section 174 of the General
         Corporation Law of the State of Delaware, or (d) for any transaction
         from which the director derived an improper personal benefit. Any
         amendment or repeal of this Article VII shall be prospective only, and
         neither the amendment, modification nor repeal of this Article VII
         shall eliminate or reduce the effect of this Article VII in respect of
         any matter occurring, or any cause of action, suit or claim that, but
         for this Article VII would accrue or arise, prior to such amendment,
         modification or repeal. If the General Corporation Law of the State of
         Delaware hereafter is amended to authorize corporate action further
         eliminating or limiting the liability of directors, then the liability
         of a director of the Corporation, in addition to the limitation on
         personal liability provided herein, shall be eliminated or limited to
         the fullest extent permitted by the General Corporation Law of the
         State of Delaware, as so amended from time to time."


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.



                                       2
<PAGE>

ITEM 8. EXHIBITS.

<Table>
<Caption>

         NO.               DESCRIPTION
         ---               -----------
<S>               <C>
         4.1      Certificate of Incorporation of the Registrant (incorporated
                  by reference to Exhibit 4.1 to the Registrant's Current Report
                  on Form 8-K, filed with the SEC on May 14, 2001) (the
                  "Reincorporation 8-K").

         4.2      Bylaws of the Registrant (incorporated by reference to Exhibit
                  4.2 to the Reincorporation 8-K).

         4.3      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 Ocean Energy, Inc. (formerly
                  Seagull Energy Corporation), a Texas corporation
                  ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB
                  Texas National Bank)(filed as Exhibit 2 to OEI-Texas's Current
                  Report on Form 8-K dated December 15, 1997 and incorporated
                  herein by reference).

         4.4      Amendment No. 1 to Amended and Restated Rights Agreement dated
                  November 24, 1998, between OEI-Texas and BankBoston, N.A.
                  (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form
                  8-K filed on December 1, 1998 and incorporated herein by
                  reference).

         4.5      Amendment No. 2 to Amended and Restated Rights Agreement dated
                  March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed
                  as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed
                  on March 12, 1999 and incorporated herein by reference)

         4.6      Amendment No. 3 to Amended and Restated Rights Agreement dated
                  May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as
                  Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on
                  May 21, 1999 and incorporated herein by reference).

         4.7      Amendment No. 4 to Amended and Restated Rights Agreement dated
                  May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a
                  BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current
                  Report on Form 8-K filed on May 22, 2000 and incorporated
                  herein by reference).

         4.8      Amendment No. 5 to Amended and Restated Rights Agreement dated
                  May 9, 2001, among the Registrant, OEI-Texas and Fleet
                  National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4
                  to the Reincorporation 8-K and incorporated herein by
                  reference).

         4.9      Amendment No. 6 to Amended and Restated Rights Agreement,
                  dated December 12, 2001, among the Registrant, Fleet National
                  Bank and EquiServe Trust Company, N.A. (incorporated by
                  reference to Exhibit 7 to the Registrant's Registration
                  Statement on Form 8-A/A filed on December 17, 2001).

         4.10     2001 Long-Term Incentive Plan (filed as Exhibit 99.9 to the
                  Reincorporation 8-K and incorporated herein by reference).

         5.1      Opinion of Vinson & Elkins L.L.P. (filed herewith).

         23.1     Consent of Vinson & Elkins L.L.P. (included in their opinion
                  filed as Exhibit 5.1).

         23.2     Consent of KPMG LLP, Independent Auditors (filed herewith).

         23.3     Consent of Arthur Andersen LLP, Independent Public Accountants
                  (filed herewith).

         24.1     Power of Attorney (filed herewith).
</Table>



                                       3
<PAGE>


ITEM 9. UNDERTAKINGS.

         (a) 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 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, 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.

         (b) 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.

         (c) 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 foregoing provisions, 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 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.




                                       4
<PAGE>







                                   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 December 17, 2001.

                                      OCEAN ENERGY, INC.



                                      By:  /s/ James T. Hackett
                                           -------------------------------------
                                               James T. Hackett
                                               Chairman, President and Chief
                                               Executive Officer

         The undersigned directors and officers of Ocean Energy, Inc. hereby
constitute and appoint William L. Transier and Robert K. Reeves and each of
them, with full power to act without the other and with full power of
substitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and other documents in connection therewith with the Commission and
hereby ratify and confirm all that such attorneys-in-fact, or either of them, or
their substitutes shall lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on December 17, 2001.

<Table>
<Caption>

SIGNATURE                                         TITLE
---------                                         -----

<S>                                               <C>

/s/ James T. Hackett                              Chairman, President and Chief Executive Officer
----------------------------------                (Principal Executive Officer)
    James T. Hackett



/s/ William L. Transier                           Executive Vice President and Chief Financial Officer
----------------------------------                (Principal Financial Officer)
    William L. Transier



/s/ Robert L. Thompson                            Vice President and Controller
----------------------------------                (Principal Accounting Officer)
    Robert L. Thompson



/s/ J. Evans Attwell                              Director
----------------------------------
    J. Evans Attwell



/s/ John B. Brock                                 Director
----------------------------------
    John B. Brock



/s/ Milton Carroll                                Director
----------------------------------
    Milton Carroll
</Table>




<PAGE>
<Table>
<Caption>

SIGNATURE                                         TITLE
---------                                         -----

<S>                                               <C>


/s/ Thomas D. Clark, Jr.                          Director
----------------------------------
    Thomas D. Clark, Jr.



/s/ Peter J. Fluor                                Director
----------------------------------
    Peter J. Fluor



/s/ Barry J. Galt                                 Director
----------------------------------
    Barry J. Galt



/s/ Wanda G. Henton                               Director
----------------------------------
    Wanda G. Henton



/s/ Robert L. Howard                              Director
----------------------------------
    Robert L. Howard



/s/ Elvis L. Mason                                Director
----------------------------------
    Elvis L. Mason



/s/ Charles F. Mitchell, M.D.                     Director
----------------------------------
    Charles F. Mitchell, M.D.



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



/s/ Dee S. Osborne                                Director
----------------------------------
    Dee S. Osborne
</Table>


<PAGE>
                               INDEX TO EXHIBITS


<Table>
<Caption>
      EXHIBIT
      NUMBER      DESCRIPTION
      -------     -----------
<S>               <C>
         4.1      Certificate of Incorporation of the Registrant (incorporated
                  by reference to Exhibit 4.1 to the Registrant's Current Report
                  on Form 8-K, filed with the SEC on May 14, 2001) (the
                  "Reincorporation 8-K").

         4.2      Bylaws of the Registrant (incorporated by reference to Exhibit
                  4.2 to the Reincorporation 8-K).

         4.3      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 Ocean Energy, Inc. (formerly
                  Seagull Energy Corporation), a Texas corporation
                  ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB
                  Texas National Bank)(filed as Exhibit 2 to OEI-Texas's Current
                  Report on Form 8-K dated December 15, 1997 and incorporated
                  herein by reference).

         4.4      Amendment No. 1 to Amended and Restated Rights Agreement dated
                  November 24, 1998, between OEI-Texas and BankBoston, N.A.
                  (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form
                  8-K filed on December 1, 1998 and incorporated herein by
                  reference).

         4.5      Amendment No. 2 to Amended and Restated Rights Agreement dated
                  March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed
                  as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed
                  on March 12, 1999 and incorporated herein by reference)

         4.6      Amendment No. 3 to Amended and Restated Rights Agreement dated
                  May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as
                  Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on
                  May 21, 1999 and incorporated herein by reference).

         4.7      Amendment No. 4 to Amended and Restated Rights Agreement dated
                  May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a
                  BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current
                  Report on Form 8-K filed on May 22, 2000 and incorporated
                  herein by reference).

         4.8      Amendment No. 5 to Amended and Restated Rights Agreement dated
                  May 9, 2001, among the Registrant, OEI-Texas and Fleet
                  National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4
                  to the Reincorporation 8-K and incorporated herein by
                  reference).

         4.9      Amendment No. 6 to Amended and Restated Rights Agreement,
                  dated December 12, 2001, among the Registrant, Fleet National
                  Bank and EquiServe Trust Company, N.A. (incorporated by
                  reference to Exhibit 7 to the Registrant's Registration
                  Statement on Form 8-A/A filed on December 17, 2001).

         4.10     2001 Long-Term Incentive Plan (filed as Exhibit 99.9 to the
                  Reincorporation 8-K and incorporated herein by reference).

         5.1      Opinion of Vinson & Elkins L.L.P. (filed herewith).

         23.1     Consent of Vinson & Elkins L.L.P. (included in their opinion
                  filed as Exhibit 5.1).

         23.2     Consent of KPMG LLP, Independent Auditors (filed herewith).

         23.3     Consent of Arthur Andersen LLP, Independent Public Accountants
                  (filed herewith).

         24.1     Power of Attorney (filed herewith).
</Table>
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{"company-data": {"conformed-name": "OCEAN ENERGY INC /TX/", "cik": "0000320321", "assigned-sic": "1311", "irs-number": "741764876", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75270", "film-number": "1815673"}, "business-address": {"street1": "1001 FANNIN STE 1600", "city": "HOUSTON", "state": "TX", "zip": "77002-6714", "phone": "7132656000"}, "mail-address": {"street1": "1001 FANNIN, SUITE 1600", "city": "HOUSTON", "state": "TX", "zip": "77002-6714"}, "former-company": [{"former-conformed-name": "SEAGULL ENERGY CORP", "date-changed": "19920703"}, {"former-conformed-name": "SEAGULL PIPELINE CORP", "date-changed": "19830815"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 2001
                                                   REGISTRATION NO. 333-________
================================================================================

                       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                                         74-1764876
    (State or other jurisdiction                            (I.R.S. Employer
  of incorporation or organization)                      Identification Number)
       1001 FANNIN, SUITE 1600                                    77002
           HOUSTON, TEXAS                                      (Zip Code)
(Address of Principal Executive Offices)

                OCEAN ENERGY, INC. 2001 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                ROBERT K. REEVES
                    EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
                                  AND SECRETARY
                               OCEAN ENERGY, INC.
                             1001 FANNIN, SUITE 1600
                              HOUSTON, TEXAS 77002
                     (Name and address of agent for service)

                                 (713) 265-6000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                  T. MARK KELLY
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                                   1001 FANNIN
                            HOUSTON, TEXAS 77002-6760

                                   ----------

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                MAXIMUM           PROPOSED MAXIMUM      AMOUNT OF
         TITLE OF SECURITIES               AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING    REGISTRATION
           TO BE REGISTERED                REGISTERED(1)       PER SHARE(2)           PRICE(2)             FEE
-------------------------------------      --------------    --------------      ------------------    ------------
Common Stock, $0.10 par value (3) ..          4,000,000          $17.43              $69,720,000          $16,663
=====================================      ===============   ==============      ==================    ============
(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 purposes of calculating the registration fee
         pursuant to Rule 457.

(3)      Includes associated preferred stock purchase rights. The rights are not
         currently separable from the shares of common stock and are not
         currently exercisable.
INTRODUCTORY STATEMENT

         On May 9, 2001, the shareholders of Ocean Energy, Inc., a Texas
corporation (the "Registrant"), approved the Ocean Energy, Inc. 2001 Long-Term
Incentive Plan (the "Plan") at the 2001 annual meeting of shareholders (the
"Annual Meeting"). Following the Annual Meeting, the Registrant and a
wholly-owned subsidiary effected a merger pursuant to which the Registrant
reincorporated from Texas to Delaware. This registration statement on Form S-8
relates to up to 4,000,000 shares of Ocean's common stock, par value $.10 per
share (the "Common Stock"), that may be issued pursuant to the Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents 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)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, as filed with the SEC on March 21, 2001;

         (b) The Registrant's Quarterly Reports on Form 10-Q filed with the SEC
on May 3, 2001, August 2, 2001 and October 31, 2001;

         (c) The Registrant's Current Reports on Form 8-K filed with the SEC on
March 22, 2001, May 14, 2001 and September 28, 2001;

         (d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A/K filed with the SEC on May 23,
2001 as amended by the amendment thereto filed with the SEC on July 30, 2001;

         (e) The description of the Registrant's Series A Junior Participating
Preferred Stock and related rights contained in the Registration Statement on
Form 8-A/A filed with the SEC on December 17, 2001.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained 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 this Registration Statement.

                                       1
ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         J. Evans Attwell serves as a director of the Registrant. Mr. Attwell is
retired managing partner of Vinson & Elkins L.L.P., counsel to the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except for liability
(i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit.

         The Registrant's Bylaws provide that the Registrant shall indemnify its
officers and directors or any person, who while serving as an officer or
director, is or was serving at the request of the Registrant as a director,
officer, employee or agent or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise to the fullest extent
permitted by law, and that the Registrant may indemnify its employees or agents.
The Registrant's Bylaws also permit the Registrant to secure insurance on behalf
of any officer, director, employee or other agent of the Registrant or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, regardless of whether the Registrant would have the
power to indemnify him or her against such liability under the General
Corporation Law of Delaware.

         The Registrant maintains insurance covering its directors and officers
against certain liabilities incurred by them in their capacities as such,
including among other things, certain liabilities under the Securities Act. The
Registrant currently has secured such insurance on behalf of its officers and
directors.

         Reference is also made to Article VII of the Certificate of
Incorporation of the Registrant, which was adopted by the Registrant's
shareholders on May 9, 2001 and which provides as follows:

         "ARTICLE VII. LIMITED, LIABILITY OF DIRECTORS. No director shall be
         personally liable to the Corporation or its stockholders for monetary
         damages for breach of fiduciary duty by such director as a director,
         except for liability (a) for any breach of the director's duty of
         loyalty to the Corporation or its stockholders, (b) for acts or
         omissions not in good faith or which involve intentional misconduct or
         a knowing violation of law, (c) under Section 174 of the General
         Corporation Law of the State of Delaware, or (d) for any transaction
         from which the director derived an improper personal benefit. Any
         amendment or repeal of this Article VII shall be prospective only, and
         neither the amendment, modification nor repeal of this Article VII
         shall eliminate or reduce the effect of this Article VII in respect of
         any matter occurring, or any cause of action, suit or claim that, but
         for this Article VII would accrue or arise, prior to such amendment,
         modification or repeal. If the General Corporation Law of the State of
         Delaware hereafter is amended to authorize corporate action further
         eliminating or limiting the liability of directors, then the liability
         of a director of the Corporation, in addition to the limitation on
         personal liability provided herein, shall be eliminated or limited to
         the fullest extent permitted by the General Corporation Law of the
         State of Delaware, as so amended from time to time."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       2
ITEM 8. EXHIBITS.
NO.               DESCRIPTION
         ---               -----------
4.1      Certificate of Incorporation of the Registrant (incorporated
                  by reference to Exhibit 4.1 to the Registrant's Current Report
                  on Form 8-K, filed with the SEC on May 14, 2001) (the
                  "Reincorporation 8-K").

         4.2      Bylaws of the Registrant (incorporated by reference to Exhibit
                  4.2 to the Reincorporation 8-K).

         4.3      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 Ocean Energy, Inc. (formerly
                  Seagull Energy Corporation), a Texas corporation
                  ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB
                  Texas National Bank)(filed as Exhibit 2 to OEI-Texas's Current
                  Report on Form 8-K dated December 15, 1997 and incorporated
                  herein by reference).

         4.4      Amendment No. 1 to Amended and Restated Rights Agreement dated
                  November 24, 1998, between OEI-Texas and BankBoston, N.A.
                  (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form
                  8-K filed on December 1, 1998 and incorporated herein by
                  reference).

         4.5      Amendment No. 2 to Amended and Restated Rights Agreement dated
                  March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed
                  as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed
                  on March 12, 1999 and incorporated herein by reference)

         4.6      Amendment No. 3 to Amended and Restated Rights Agreement dated
                  May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as
                  Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on
                  May 21, 1999 and incorporated herein by reference).

         4.7      Amendment No. 4 to Amended and Restated Rights Agreement dated
                  May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a
                  BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current
                  Report on Form 8-K filed on May 22, 2000 and incorporated
                  herein by reference).

         4.8      Amendment No. 5 to Amended and Restated Rights Agreement dated
                  May 9, 2001, among the Registrant, OEI-Texas and Fleet
                  National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4
                  to the Reincorporation 8-K and incorporated herein by
                  reference).

         4.9      Amendment No. 6 to Amended and Restated Rights Agreement,
                  dated December 12, 2001, among the Registrant, Fleet National
                  Bank and EquiServe Trust Company, N.A. (incorporated by
                  reference to Exhibit 7 to the Registrant's Registration
                  Statement on Form 8-A/A filed on December 17, 2001).

         4.10     2001 Long-Term Incentive Plan (filed as Exhibit 99.9 to the
                  Reincorporation 8-K and incorporated herein by reference).

         5.1      Opinion of Vinson & Elkins L.L.P. (filed herewith).

         23.1     Consent of Vinson & Elkins L.L.P. (included in their opinion
                  filed as Exhibit 5.1).

         23.2     Consent of KPMG LLP, Independent Auditors (filed herewith).

         23.3     Consent of Arthur Andersen LLP, Independent Public Accountants
                  (filed herewith).

         24.1     Power of Attorney (filed herewith).
3
ITEM 9. UNDERTAKINGS.

         (a) 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 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 (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, 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.

         (b) 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.

         (c) 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 foregoing provisions, 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 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.

                                       4
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 December 17, 2001.

                                      OCEAN ENERGY, INC.

                                      By:  /s/ James T. Hackett
                                           -------------------------------------
                                               James T. Hackett
                                               Chairman, President and Chief
                                               Executive Officer

         The undersigned directors and officers of Ocean Energy, Inc. hereby
constitute and appoint William L. Transier and Robert K. Reeves and each of
them, with full power to act without the other and with full power of
substitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto and other documents in connection therewith with the Commission and
hereby ratify and confirm all that such attorneys-in-fact, or either of them, or
their substitutes shall lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on December 17, 2001.
SIGNATURE                                         TITLE
---------                                         -----
/s/ James T. Hackett                              Chairman, President and Chief Executive Officer
----------------------------------                (Principal Executive Officer)
    James T. Hackett

/s/ William L. Transier                           Executive Vice President and Chief Financial Officer
----------------------------------                (Principal Financial Officer)
    William L. Transier

/s/ Robert L. Thompson                            Vice President and Controller
----------------------------------                (Principal Accounting Officer)
    Robert L. Thompson

/s/ J. Evans Attwell                              Director
----------------------------------
    J. Evans Attwell

/s/ John B. Brock                                 Director
----------------------------------
    John B. Brock

/s/ Milton Carroll                                Director
----------------------------------
    Milton Carroll
SIGNATURE                                         TITLE
---------                                         -----
/s/ Thomas D. Clark, Jr.                          Director
----------------------------------
    Thomas D. Clark, Jr.

/s/ Peter J. Fluor                                Director
----------------------------------
    Peter J. Fluor

/s/ Barry J. Galt                                 Director
----------------------------------
    Barry J. Galt

/s/ Wanda G. Henton                               Director
----------------------------------
    Wanda G. Henton

/s/ Robert L. Howard                              Director
----------------------------------
    Robert L. Howard

/s/ Elvis L. Mason                                Director
----------------------------------
    Elvis L. Mason

/s/ Charles F. Mitchell, M.D.                     Director
----------------------------------
    Charles F. Mitchell, M.D.

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

/s/ Dee S. Osborne                                Director
----------------------------------
    Dee S. Osborne
INDEX TO EXHIBITS
EXHIBIT
      NUMBER      DESCRIPTION
      -------     -----------
4.1      Certificate of Incorporation of the Registrant (incorporated
                  by reference to Exhibit 4.1 to the Registrant's Current Report
                  on Form 8-K, filed with the SEC on May 14, 2001) (the
                  "Reincorporation 8-K").

         4.2      Bylaws of the Registrant (incorporated by reference to Exhibit
                  4.2 to the Reincorporation 8-K).

         4.3      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 Ocean Energy, Inc. (formerly
                  Seagull Energy Corporation), a Texas corporation
                  ("OEI-Texas"), and BankBoston, N.A. (as successor to NCNB
                  Texas National Bank)(filed as Exhibit 2 to OEI-Texas's Current
                  Report on Form 8-K dated December 15, 1997 and incorporated
                  herein by reference).

         4.4      Amendment No. 1 to Amended and Restated Rights Agreement dated
                  November 24, 1998, between OEI-Texas and BankBoston, N.A.
                  (filed as Exhibit 4.1 to OEI-Texas's Current Report on Form
                  8-K filed on December 1, 1998 and incorporated herein by
                  reference).

         4.5      Amendment No. 2 to Amended and Restated Rights Agreement dated
                  March 10, 1999, between OEI-Texas and BankBoston, N.A. (filed
                  as Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed
                  on March 12, 1999 and incorporated herein by reference)

         4.6      Amendment No. 3 to Amended and Restated Rights Agreement dated
                  May 19, 1999, between OEI-Texas and BankBoston, N.A. (filed as
                  Exhibit 4.1 to OEI-Texas's Current Report on Form 8-K filed on
                  May 21, 1999 and incorporated herein by reference).

         4.7      Amendment No. 4 to Amended and Restated Rights Agreement dated
                  May 19, 2000, between OEI-Texas and Fleet National Bank (f/k/a
                  BankBoston, N.A.) (filed as Exhibit 4.1 to OEI-Texas's Current
                  Report on Form 8-K filed on May 22, 2000 and incorporated
                  herein by reference).

         4.8      Amendment No. 5 to Amended and Restated Rights Agreement dated
                  May 9, 2001, among the Registrant, OEI-Texas and Fleet
                  National Bank (f/k/a BankBoston, N.A.) (filed as Exhibit 4.4
                  to the Reincorporation 8-K and incorporated herein by
                  reference).

         4.9      Amendment No. 6 to Amended and Restated Rights Agreement,
                  dated December 12, 2001, among the Registrant, Fleet National
                  Bank and EquiServe Trust Company, N.A. (incorporated by
                  reference to Exhibit 7 to the Registrant's Registration
                  Statement on Form 8-A/A filed on December 17, 2001).

         4.10     2001 Long-Term Incentive Plan (filed as Exhibit 99.9 to the
                  Reincorporation 8-K and incorporated herein by reference).

         5.1      Opinion of Vinson & Elkins L.L.P. (filed herewith).

         23.1     Consent of Vinson & Elkins L.L.P. (included in their opinion
                  filed as Exhibit 5.1).

         23.2     Consent of KPMG LLP, Independent Auditors (filed herewith).

         23.3     Consent of Arthur Andersen LLP, Independent Public Accountants
                  (filed herewith).

         24.1     Power of Attorney (filed herewith).