<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
                                                  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                                        72-1277752
    (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

        8440 JEFFERSON HIGHWAY
               SUITE 420
        BATON ROUGE, LOUISIANA                                  70809
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)



                             OCEAN ENERGY, INC.
                        1996 LONG-TERM INCENTIVE PLAN
                          (FULL TITLE OF THE PLAN)

                              ROBERT K. REEVES
                 EXECUTIVE VICE PRESIDENT - ADMINISTRATION,
                        GENERAL COUNSEL AND SECRETARY
                       3861 AMBASSADOR CAFFERY PARKWAY
                                  SUITE 500
                         LAFAYETTE, LOUISIANA  70503
                               (318) 993-4300
          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                  ----------------------------------------
                                    copy to:

                                JOHN F. WOMBWELL
                             ANDREWS & KURTH L.L.P.
                           4200 TEXAS COMMERCE TOWER
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

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

                     CALCULATION  OF  REGISTRATION  FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED            PROPOSED                        
                                                                    MAXIMUM            MAXIMUM                        
       TITLE OF SECURITIES                  AMOUNT TO BE         OFFERING PRICE      AGGREGATE FEE        AMOUNT OF  
        TO BE REGISTERED                    REGISTERED(1)          PER SHARE           OFFERING       REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------   
<S>                                                                <C>               <C>                <C>
Common Stock, par value $0.01 per share      1,000,000 Shares      $44.22(2)         $44,220,000(2)       $13,045(2)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) The number of Shares of Common Stock registered herein is subject to
    adjustment to prevent dilution resulting from stock splits, stock dividends
    or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee, based
    upon the average of the high and low sales prices of a share of the
    Company's Common Stock on the New York Stock Exchange on January 23,
    1998 pursuant to Rule 457(h).
================================================================================
<PAGE>   2
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Ocean Energy, Inc. (the "Company") incorporates herein by reference
the following documents, or portions of 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 year
ended December 31, 1996;

                 (b)      The Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1997;

                 (c)      The Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1997;

                 (d)      The Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997; and

                 (e)      The description of the Company's common stock, par
value $0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed with the Commission on March 8, 1996
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
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 such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person 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 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





                                      II-1
<PAGE>   3
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.  Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of any such threatened, pending or completed action or suit if such person
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 provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation.  Any such indemnification may
be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who 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 or
enterprise, 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 otherwise have the power to indemnify him under Section 145.
The Company maintains policies insuring its officers and directors against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act of 1933.

         Article IX of the Company's Bylaws provides for indemnification of the
directors and officers of the Company to the full extent permitted by law, as
now in effect or later amended.

         Section 7(c) of the Company's Certificate of Incorporation provides
that the Company shall, to the maximum extent permitted under Delaware law,
indemnify and upon request shall advance expenses to any person who is or was a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was or has
agreed to be a director or officer of the Company or while a director or
officer is or was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines,
penalties and amounts paid in settlement or incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person.

         Section 7(d) of the Company's Certificate of Incorporation limits
under certain circumstances the liability of the Company's directors for a
breach of their fiduciary duty as directors.  These provisions do not eliminate
the liability of a director (i) for a breach of the director's duty of loyalty
to the Company 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 (relating to
the declaration of dividends and purchase or redemption of shares in violation
of the Delaware General Corporation Law) or (iv) for any transaction from which
the director derived an improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
      Exhibit
       Number        Description
       ------        -----------
       <S>           <C>
       5 .1          Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered

       23.1          Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration Statement)

       23.2          Consent of Arthur Andersen LLP

       24.1          Power of Attorney (set forth on the signature page contained in Part II of this Registration
                     Statement).

       99.1          Ocean Energy, Inc. 1996 Long-Term Incentive Plan.
</TABLE>



                                     II-2

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 of 1933;

                 (ii)     To reflect in the prospectus any facts or events
                 arising after the effective date of this 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 this
                 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 this Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 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.

                 (h)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.





                                      II-3
<PAGE>   4
                                   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 Baton Rouge, State of Louisiana, on
the 26th day of January, 1998.

                                              OCEAN ENERGY, INC.



                                              By: /s/ James C. Flores    
                                                 ----------------------------
                                                 James C. Flores
                                                 Chairman of the Board,
                                                 President and
                                                 Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Ocean Energy, Inc. (the "Company") hereby constitutes and
appoints James C. Flores and Robert K. Reeves, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the same, as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done.

         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 Janury 26, 1998.


<TABLE>
<CAPTION>

             Signature                                       Title
             ---------                                       -----
<S>                                                <C>
          /s/ James C. Flores                      Chairman of the Board, President and
-------------------------------------------                                            
              James C. Flores                      Chief Executive Officer (Principal
                                                   Executive Officer)


          /s/ Robert L. Belk                       Executive Vice President, Chief Financial
-------------------------------------------                                                 
              Robert L. Belk                       Officer, Treasurer  and Director 
                                                   (Principal Financial and Accounting Officer)

     /s/ Richard G. Zepernick, Jr.                 Executive Vice President - Exploration &
-------------------------------------------                                                
         Richard G. Zepernick, Jr.                 Production and Director


       /s/ William W. Rucks, IV                    Director
-------------------------------------------                
           William W. Rucks, IV
</TABLE>





                                      II-4
<PAGE>   5
<TABLE>
<S>                                                <C>
       /s/ Thomas D. Clark, Jr.                    Director
-------------------------------------------                
           Thomas D. Clark, Jr.


         /s/ Milton J. Womack                      Director
-------------------------------------------                
             Milton J. Womack


        /s/ Charles F. Mitchell                    Director
-------------------------------------------                
            Charles F. Mitchell


         /s/ Lodwrick M. Cook                      Director
-------------------------------------------                
             Lodwrick M. Cook
</TABLE>





                                      II-5
<PAGE>   6
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                            Sequentially
                                                                                              Numbered
       Number                                  Description                                     Pages     
       ------                                  -----------                                ---------------
        <S>           <C>
         5.1          Opinion of Andrews & Kurth L.L.P., as to the legality of the
                      securities being registered

        23.1          Consent of Counsel (included in the opinion filed as Exhibit
                      5.1 to this Registration Statement)
        23.2          Consent of Arthur Andersen LLP

        24.1          Power of Attorney (set forth on the signature page contained
                      in Part II of this Registration Statement).

        99.1          Ocean Energy, Inc. 1996 Long-Term Incentive Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "OCEAN ENERGY, INC.", "secsgml_size_bytes": 20770}]
{"company-data": {"conformed-name": "OCEAN ENERGY INC", "cik": "0000930550", "assigned-sic": "1311", "irs-number": "721277752", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45117", "film-number": "98515831"}, "business-address": {"street1": "8440 JEFFERSON HIGHWAY", "street2": "STE 420", "city": "BATON ROUGE", "state": "LA", "zip": "70809", "phone": "5049271450"}, "mail-address": {"street1": "8440 JEFFERSON HIGHWAY", "street2": "SUITE 420", "city": "BATON ROUGE", "state": "LA", "zip": "70809"}, "former-company": {"former-conformed-name": "FLORES & RUCKS INC /DE/", "date-changed": "19940926"}}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
                                                  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                                        72-1277752
    (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

        8440 JEFFERSON HIGHWAY
               SUITE 420
        BATON ROUGE, LOUISIANA                                  70809
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

                             OCEAN ENERGY, INC.
                        1996 LONG-TERM INCENTIVE PLAN
                          (FULL TITLE OF THE PLAN)

                              ROBERT K. REEVES
                 EXECUTIVE VICE PRESIDENT - ADMINISTRATION,
                        GENERAL COUNSEL AND SECRETARY
                       3861 AMBASSADOR CAFFERY PARKWAY
                                  SUITE 500
                         LAFAYETTE, LOUISIANA  70503
                               (318) 993-4300
          (Name, address, including zip code, and telephone number,
                 including area code, of agent for service)

                  ----------------------------------------
                                    copy to:

                                JOHN F. WOMBWELL
                             ANDREWS & KURTH L.L.P.
                           4200 TEXAS COMMERCE TOWER
                              HOUSTON, TEXAS 77002
                                 (713) 220-4200

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

                     CALCULATION  OF  REGISTRATION  FEE
----------------------------------------------------------------------------------------------------------------------------
                                                                   PROPOSED            PROPOSED                        
                                                                    MAXIMUM            MAXIMUM                        
       TITLE OF SECURITIES                  AMOUNT TO BE         OFFERING PRICE      AGGREGATE FEE        AMOUNT OF  
        TO BE REGISTERED                    REGISTERED(1)          PER SHARE           OFFERING       REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share      1,000,000 Shares      $44.22(2)         $44,220,000(2)       $13,045(2)
----------------------------------------------------------------------------------------------------------------------------
(1) The number of Shares of Common Stock registered herein is subject to
    adjustment to prevent dilution resulting from stock splits, stock dividends
    or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee, based
    upon the average of the high and low sales prices of a share of the
    Company's Common Stock on the New York Stock Exchange on January 23,
    1998 pursuant to Rule 457(h).
================================================================================
2
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Ocean Energy, Inc. (the "Company") incorporates herein by reference
the following documents, or portions of 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 year
ended December 31, 1996;

                 (b)      The Company's Quarterly Report on Form 10-Q for the
three months ended March 31, 1997;

                 (c)      The Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1997;

                 (d)      The Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1997; and

                 (e)      The description of the Company's common stock, par
value $0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed with the Commission on March 8, 1996
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
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 such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware 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 (other than an action by or in the right of the
corporation) by reason of the fact that such person 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 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

                                      II-1
3
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.  Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of any such threatened, pending or completed action or suit if such person
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 provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation.  Any such indemnification may
be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who 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 or
enterprise, 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 otherwise have the power to indemnify him under Section 145.
The Company maintains policies insuring its officers and directors against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act of 1933.

         Article IX of the Company's Bylaws provides for indemnification of the
directors and officers of the Company to the full extent permitted by law, as
now in effect or later amended.

         Section 7(c) of the Company's Certificate of Incorporation provides
that the Company shall, to the maximum extent permitted under Delaware law,
indemnify and upon request shall advance expenses to any person who is or was a
party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was or has
agreed to be a director or officer of the Company or while a director or
officer is or was serving at the request of the Company as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines,
penalties and amounts paid in settlement or incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding, claim or counterclaim initiated by or on behalf of such person.

         Section 7(d) of the Company's Certificate of Incorporation limits
under certain circumstances the liability of the Company's directors for a
breach of their fiduciary duty as directors.  These provisions do not eliminate
the liability of a director (i) for a breach of the director's duty of loyalty
to the Company 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 (relating to
the declaration of dividends and purchase or redemption of shares in violation
of the Delaware General Corporation Law) or (iv) for any transaction from which
the director derived an improper personal benefit.

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
       ------        -----------
5 .1          Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered

       23.1          Consent of Counsel (included in the opinion filed as Exhibit 5.1 to this Registration Statement)

       23.2          Consent of Arthur Andersen LLP

       24.1          Power of Attorney (set forth on the signature page contained in Part II of this Registration
                     Statement).

       99.1          Ocean Energy, Inc. 1996 Long-Term Incentive Plan.
II-2

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 of 1933;

                 (ii)     To reflect in the prospectus any facts or events
                 arising after the effective date of this 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 this
                 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 this Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 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.

                 (h)      Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 and will be
governed by the final adjudication of such issue.

                                      II-3
4
                                   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 Baton Rouge, State of Louisiana, on
the 26th day of January, 1998.

                                              OCEAN ENERGY, INC.

                                              By: /s/ James C. Flores    
                                                 ----------------------------
                                                 James C. Flores
                                                 Chairman of the Board,
                                                 President and
                                                 Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Ocean Energy, Inc. (the "Company") hereby constitutes and
appoints James C. Flores and Robert K. Reeves, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution, for him and on his behalf and in his
name, place and stead, in any and all capacities, to sign, execute and file
this Registration Statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in order to effectuate the same, as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done.

         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 Janury 26, 1998.
Signature                                       Title
             ---------                                       -----
/s/ James C. Flores                      Chairman of the Board, President and
-------------------------------------------                                            
              James C. Flores                      Chief Executive Officer (Principal
                                                   Executive Officer)

          /s/ Robert L. Belk                       Executive Vice President, Chief Financial
-------------------------------------------                                                 
              Robert L. Belk                       Officer, Treasurer  and Director 
                                                   (Principal Financial and Accounting Officer)

     /s/ Richard G. Zepernick, Jr.                 Executive Vice President - Exploration &
-------------------------------------------                                                
         Richard G. Zepernick, Jr.                 Production and Director

       /s/ William W. Rucks, IV                    Director
-------------------------------------------                
           William W. Rucks, IV
II-4
5
/s/ Thomas D. Clark, Jr.                    Director
-------------------------------------------                
           Thomas D. Clark, Jr.

         /s/ Milton J. Womack                      Director
-------------------------------------------                
             Milton J. Womack

        /s/ Charles F. Mitchell                    Director
-------------------------------------------                
            Charles F. Mitchell

         /s/ Lodwrick M. Cook                      Director
-------------------------------------------                
             Lodwrick M. Cook
II-5
6
                               INDEX TO EXHIBITS
Sequentially
                                                                                              Numbered
       Number                                  Description                                     Pages     
       ------                                  -----------                                ---------------
5.1          Opinion of Andrews & Kurth L.L.P., as to the legality of the
                      securities being registered

        23.1          Consent of Counsel (included in the opinion filed as Exhibit
                      5.1 to this Registration Statement)
        23.2          Consent of Arthur Andersen LLP

        24.1          Power of Attorney (set forth on the signature page contained
                      in Part II of this Registration Statement).

        99.1          Ocean Energy, Inc. 1996 Long-Term Incentive Plan.