<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)

                           UMC PETROLEUM SAVINGS 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)(2)    PER SHARE (3)     PRICE (3)         FEE
------------------------------------------------------------------------------------------------------------------------------------
                 <S>                                            <C>              <C>              <C>            <C>
                 Common Stock, par value $0.01 per share(4)     75,000 Shares    $ 23.41          $1,755,469     $ 517.87
                    
====================================================================================================================================
</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)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of plan
       interests to be offered or sold pursuant to the Plan.  In accordance
       with Rule 457(h)(2), no separate fee calculations are made for plan
       interests.

(3)    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.

(4)    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") and the UMC Petroleum Savings Plan
(the "Plan") incorporate 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 Plan's Annual Report on Form 11-K for the year ended
       December 31, 1996;

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

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

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

              (f)    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

              (g)    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 or the Plan 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.




                                    - 2 -
<PAGE>   3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None

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.





                                     - 3 -
<PAGE>   4
       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 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 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 March 31, 1998, and
       incorporated herein by reference).

4.3    The UMC Petroleum Savings Plan, as amended and restated (filed as
       Exhibit 4.10 to United Meridian Corporation's Registration
       Statement on Form S-8 (No. 33-73574) filed with the Commission on
       December 29, 1993, 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 with the Commission on December 23, 1997, 
       and incorporated herein by reference).





                                     - 4 -
<PAGE>   5
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 Registrant's Annual Report on Form 10-K for
       the fiscal year ended December 31, 1997, and incorporated herein by
       reference).

5.1    The Registrant undertakes that it will submit or has submitted the Plan
       and any amendment thereto to the Internal Revenue Service ("IRS") in a
       timely manner, and has made or will make all changes required by the IRS
       in order to qualify the Plan.

23.1*  Consent of Arthur Andersen LLP.

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

24.1*  Powers of Attorney.

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

*filed herewith

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.





                                     - 5 -
<PAGE>   6
              (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 this 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 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

       The Registrant.  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
----------------------------                                        

 James C. Flores                  and Director (Principal
                                  Executive Officer)

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


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


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


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


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





                                     - 7 -
<PAGE>   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                                   
 Jonathan M. Clarkson             (Principal Financial Officer)   
                                                                  


 */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 -
<PAGE>   9
       The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan Administrator 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.


                                       By:    Ocean Energy, Inc., as Plan
                                              Administrator


                                       By:    /s/ ROBERT K. REEVES         
                                              ----------------------------------
                                       Name:  Robert K. Reeves
                                       Title: Executive Vice President, General
                                              Counsel and Secretary





                                     - 9 -
<PAGE>   10
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 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 March 31, 1998, and
       incorporated herein by reference).

4.3    The UMC Petroleum Savings Plan, as amended and restated (filed as
       Exhibit 4.10 to the United Meridian Corporation's Registration Statement
       on Form S-8 (No. 33-73574) filed with the Commission on December 29,
       1993, 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 Registrant's Annual Report on Form 10-K for
       the fiscal year ended December 31, 1997, and incorporated herein by
       reference).

5.1    The Registrant undertakes that it will submit or has submitted the Plan
       and any amendment thereto to the Internal Revenue Service ("IRS") in a
       timely manner, and has made or will make all changes required by the IRS
       in order to qualify the Plan.

23.1*  Consent of Arthur Andersen LLP.

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

24.1*  Powers of Attorney.
</TABLE>

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

*filed herewith





                                     - 10 -
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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)

                           UMC PETROLEUM SAVINGS 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)(2)    PER SHARE (3)     PRICE (3)         FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share(4)     75,000 Shares    $ 23.41          $1,755,469     $ 517.87
                    
====================================================================================================================================
(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)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this Registration Statement also covers an indeterminate amount of plan
       interests to be offered or sold pursuant to the Plan.  In accordance
       with Rule 457(h)(2), no separate fee calculations are made for plan
       interests.

(3)    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.

(4)    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") and the UMC Petroleum Savings Plan
(the "Plan") incorporate 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 Plan's Annual Report on Form 11-K for the year ended
       December 31, 1996;

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

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

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

              (f)    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

              (g)    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 or the Plan 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.

                                    - 2 -
3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

       None

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.

                                     - 3 -
4
       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 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 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 March 31, 1998, and
       incorporated herein by reference).

4.3    The UMC Petroleum Savings Plan, as amended and restated (filed as
       Exhibit 4.10 to United Meridian Corporation's Registration
       Statement on Form S-8 (No. 33-73574) filed with the Commission on
       December 29, 1993, 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 with the Commission on December 23, 1997, 
       and incorporated herein by reference).

                                     - 4 -
5
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 Registrant's Annual Report on Form 10-K for
       the fiscal year ended December 31, 1997, and incorporated herein by
       reference).

5.1    The Registrant undertakes that it will submit or has submitted the Plan
       and any amendment thereto to the Internal Revenue Service ("IRS") in a
       timely manner, and has made or will make all changes required by the IRS
       in order to qualify the Plan.

23.1*  Consent of Arthur Andersen LLP.

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

24.1*  Powers of Attorney.

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

*filed herewith

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.

                                     - 5 -
6
              (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 this 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 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

       The Registrant.  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
----------------------------                                        

 James C. Flores                  and Director (Principal
                                  Executive Officer)

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

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

 * /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                                   
 Jonathan M. Clarkson             (Principal Financial Officer)   
                                                                  

 */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
       The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Plan Administrator 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.

                                       By:    Ocean Energy, Inc., as Plan
                                              Administrator

                                       By:    /s/ ROBERT K. REEVES         
                                              ----------------------------------
                                       Name:  Robert K. Reeves
                                       Title: Executive Vice President, General
                                              Counsel and Secretary

                                     - 9 -
10
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 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 March 31, 1998, and
       incorporated herein by reference).

4.3    The UMC Petroleum Savings Plan, as amended and restated (filed as
       Exhibit 4.10 to the United Meridian Corporation's Registration Statement
       on Form S-8 (No. 33-73574) filed with the Commission on December 29,
       1993, 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 Registrant's Annual Report on Form 10-K for
       the fiscal year ended December 31, 1997, and incorporated herein by
       reference).

5.1    The Registrant undertakes that it will submit or has submitted the Plan
       and any amendment thereto to the Internal Revenue Service ("IRS") in a
       timely manner, and has made or will make all changes required by the IRS
       in order to qualify the Plan.

23.1*  Consent of Arthur Andersen LLP.

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

24.1*  Powers of Attorney.
--------------------

*filed herewith

                                     - 10 -