<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 2000

                                                  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)

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

                OCEAN ENERGY, INC. 1999 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

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

                                    Copy to:

                               KEITH FULLENWEIDER
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                                   1001 FANNIN
                            HOUSTON, TEXAS 77002-6760

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES               AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
           TO BE REGISTERED                REGISTERED (1)      PER SHARE (2)          PRICE (2)            FEE
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                 <C>                   <C>
Common Stock, $0.10 par value (3) ..        3,000,000            $ 9.28            $27,843,750          $ 7,351
====================================================================================================================
</TABLE>

(1)  The number of shares of common stock registered hereby is subject to
     adjustment to prevent dilution resulting from stock splits, stock
     dividends or similar transactions.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457.
(3)  Includes associated preferred stock purchase rights. The rights are not
     currently separable from the shares of common stock and are not currently
     exercisable.



<PAGE>   2



                             INTRODUCTORY STATEMENT

         On May 25, 1999, the shareholders of Ocean Energy, Inc., a Texas
corporation ("Ocean" or the "Company"), approved the Ocean Energy, Inc. 1999
Long-Term Incentive Plan (the "Plan"). This registration statement on Form S-8
relates to up to 3,000,000 shares of Ocean's common stock, par value $.10 per
share (the "Common Stock") that may be issued pursuant to the Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as filed with the Commission on February 16, 1999.

                  (b) The Company's amendment to its Annual Report on Form
10-K/A for the fiscal year ended December 31, 1998, as filed with the Commission
on March 1, 1999.

                  (c) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as
filed with the Commission on May 17, 1999, August 16, 1999 and November 12,
1999, respectively.

                  (d) The Company's Current Reports on Form 8-K filed with the
Commission on March 12, 1999, April 9, 1999, May 4, 1999, May 21, 1999, June 23,
1999, November 8, 1999 and January 7, 2000.

                  (e) The description of the Company's Common Stock contained in
the Registration Statement on Form 8-A declared effective by the Commission on
January 30, 1981, together with the amendments on Form 8 filed with the
Commission on January 29, 1981, January 30, 1981 and October 28, 1981.

                  (f) The description of the Company's Series B Junior
Participating Preferred Stock and related rights contained in the Registration
Statement on Form 8-A/A filed with the Commission on March 12, 1999.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.



                                       1
<PAGE>   3



ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         J. Evans Attwell serves as a director of Ocean. Mr. Attwell is also an
attorney with Vinson & Elkins L.L.P., counsel to Ocean.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by him in connection with or in defending
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an
action suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit or proceeding, in which he is a party or to which he is
subject by reason of his position. With respect to any proceeding arising from
actions taken in his official capacity, as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interest. In cases not concerning conduct in his official capacity as a
director or officer, a director or officer may be indemnified so long as it
shall be determined that he conducted himself in good faith and that he
reasonably believed that his conduct was not opposed to the corporation's best
interest. In the case of any criminal proceeding, a director or officer may be
indemnified if he had no reasonable cause to believe his conduct was unlawful.
If a director or officer is wholly successful, on the merits or otherwise, in
connection with such a proceeding, such indemnification is mandatory. Article VI
of the Company's Bylaws requires the indemnification of officers and directors
to the fullest extent permitted by the Texas Business Corporation Act.

         The Company maintains insurance coverage providing its officers and
directors with indemnification against certain liabilities for actions taken in
such capacities, including liabilities under the Securities Act of 1933.

         Reference is made to Article Eleven of the Articles of Incorporation of
the Company, which was adopted by the Company's shareholders on May 11, 1988 and
which provides as follows:

         "ARTICLE ELEVEN. A director of the corporation shall not be liable to
the corporation or its shareholders for monetary damages for an act or omission
in the director's capacity as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) for any transaction from which
the director received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's office; (iv) for acts or
omissions for which the liability of a director is expressly provided for by
statute; or (v) for acts related to an unlawful stock repurchase or dividend
payment. Any repeal or amendment of this Article by the shareholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the liability of a director of the corporation existing at the
time of such repeal or amendment. In addition to the circumstances in which a
director of the corporation is not liable as set forth in the preceding
sentences, a director shall not be liable to the fullest extent permitted by any
provision of the statutes of Texas hereafter enacted that further limits the
liability of a director."

         Effective as of August 28, 1989, Article 7.06.B of the Texas
Miscellaneous Corporation Laws Act was amended to read in its entirety as
follows: "B. The articles of incorporation of a corporation may provide that a
director of the corporation shall not be liable, or shall be liable only to the
extent provided in the articles of incorporation, to the corporation or its
shareholders or members for monetary damages for an act or omission in the
director's capacity as a director, except that this article does not authorize
the elimination or limitation of the liability of a director to the extent the
director is found liable for: (1) a breach of the director's duty of loyalty to
the corporation or its shareholders or members; (2) an act or omission not in
good faith that constitutes a breach of duty of the director to the corporation
or an act or omission that involves intentional misconduct or a knowing
violation of the law; (3) a transaction from which the director received an
improper benefit, whether or not the benefit resulted



                                       2
<PAGE>   4



from an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided for by an
applicable statute."

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS.

         4.1      Articles of Incorporation of the Company, as amended,
                  including Articles of Amendment filed May 12, 1988, May 21,
                  1991 and May 21, 1993 with the Secretary of State of the State
                  of Texas, Articles of Merger filed March 30, 1999, with the
                  Secretary of State of the State of Texas (filed as Exhibit 4.1
                  to the Company's Post-Effective Amendment No. 1 to Form S-4 on
                  Form S-8 filed with the Securities and Exchange Commission on
                  May 11, 1999 and incorporated herein by reference), Articles
                  of Amendment filed June 2, 1999 with the Secretary of State of
                  the State of Texas (filed as Exhibit 3.1 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1999 and incorporated herein by reference) and that certain
                  Statement of Resolution Establishing Series of Shares of
                  Series B Junior Participating Preferred Stock of the Company
                  filed March 21, 1989 with the Secretary of State of the State
                  of Texas (filed as Exhibit 3.1 to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1998 and
                  incorporated herein by reference).

         4.2      Bylaws of the Company, as amended through March 7, 1997 (filed
                  as Exhibit 4.9 to the Company's Form S-3 filed with the
                  Securities and Exchange Commission on September 18, 1997 and
                  incorporated herein by reference).

         4.3      Amended and Restated Rights Agreement, dated March 17, 1989,
                  as amended effective June 13, 1992 and amended and restated as
                  of December 12, 1997, between the Company and BankBoston, N.A.
                  (as successor to NCNB Texas National Bank), including Form of
                  Statement of Resolution Establishing the Series B Junior
                  Participating Preferred Stock, the Form of Right Certificate
                  and Form of Summary of Rights to Purchase Preferred Shares
                  (filed as Exhibit 2 to the Company's Current Report on Form
                  8-K dated December 15, 1997 and incorporated herein by
                  reference).

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

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

         4.6*     Ocean Energy, Inc. 1999 Long-Term Incentive Plan.

         5.1*     Opinion of Vinson & Elkins L.L.P. as to the legality of the
                  shares being registered.

         23.1*    Consent of KPMG LLP - Company.

         23.2*    Consent of Arthur Andersen LLP - OEI-Delaware.

         23.3*    Consent of Netherland, Sewell & Associates, Inc. - Company.

         23.4*    Consent of Ryder Scott Company Petroleum Engineers - Company.

         23.5*    Consent of DeGolyer and McNaughton - Company.



                                       3
<PAGE>   5



         23.6*    Consent of McDaniel & Associates Consultants, Ltd. -
                  OEI-Delaware.

         23.7*    Consent of Netherland, Sewell & Associates, Inc. -
                  OEI-Delaware.

         23.8*    Consent of Ryder Scott Company Petroleum Engineers -
                  OEI-Delaware.

         23.11    Consent of Vinson & Elkins L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration Statement).

         24.1     Powers of Attorney (included in the signature page).

         ----------------
         *Filed herewith.

ITEM 9.    UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the



                                       4
<PAGE>   6



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.



                                       5
<PAGE>   7
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on January 27, 2000.

                                          OCEAN ENERGY, INC.



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

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated on January 27, 2000.

<TABLE>
<CAPTION>
SIGNATURE                                      TITLE
---------                                      -----
<S>                                            <C>
/s/ James T. Hackett                           Chairman, President and Chief Executive Officer
------------------------------------------     (Principal Executive Officer)
    James T. Hackett



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



/s/ Gordon L. McConnell                        Vice President and Controller
------------------------------------------     (Principal Accounting Officer)
    Gordon L. McConnell



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



------------------------------------------     Director
     Milton Carroll



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

</TABLE>



<PAGE>   8



<TABLE>
<CAPTION>
SIGNATURE                                      TITLE
---------                                      -----
<S>                                            <C>
/s/ James C. Flores                            Director
------------------------------------------
    James C. Flores



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



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



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



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



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



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



/s/ David K. Newbigging                        Director
------------------------------------------
    David K. Newbigging



/s/ Dee S. Osborne                             Director
------------------------------------------
    Dee S. Osborne



                                               Director
------------------------------------------
     R.A. Walker

</TABLE>



<PAGE>   9


                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit
   No.      Description
 -------    -----------
  <S>       <C>
   4.1      Articles of Incorporation of the Company, as amended,
            including Articles of Amendment filed May 12, 1988, May 21,
            1991 and May 21, 1993 with the Secretary of State of the State
            of Texas, Articles of Merger filed March 30, 1999, with the
            Secretary of State of the State of Texas (filed as Exhibit 4.1
            to the Company's Post-Effective Amendment No. 1 to Form S-4 on
            Form S-8 filed with the Securities and Exchange Commission on
            May 11, 1999 and incorporated herein by reference), Articles
            of Amendment filed June 2, 1999 with the Secretary of State of
            the State of Texas (filed as Exhibit 3.1 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June 30,
            1999 and incorporated herein by reference) and that certain
            Statement of Resolution Establishing Series of Shares of
            Series B Junior Participating Preferred Stock of the Company
            filed March 21, 1989 with the Secretary of State of the State
            of Texas (filed as Exhibit 3.1 to the Company's Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1998 and
            incorporated herein by reference).

   4.2      Bylaws of the Company, as amended through March 7, 1997 (filed
            as Exhibit 4.9 to the Company's Form S-3 filed with the
            Securities and Exchange Commission on September 18, 1997 and
            incorporated herein by reference).

   4.3      Amended and Restated Rights Agreement, dated March 17, 1989,
            as amended effective June 13, 1992 and amended and restated as
            of December 12, 1997, between the Company and BankBoston, N.A.
            (as successor to NCNB Texas National Bank), including Form of
            Statement of Resolution Establishing the Series B Junior
            Participating Preferred Stock, the Form of Right Certificate
            and Form of Summary of Rights to Purchase Preferred Shares
            (filed as Exhibit 2 to the Company's Current Report on Form
            8-K dated December 15, 1997 and incorporated herein by
            reference).

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

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

   4.6*     Ocean Energy, Inc. 1999 Long-Term Incentive Plan.

   5.1*     Opinion of Vinson & Elkins L.L.P. as to the legality of the
            shares being registered.

   23.1*    Consent of KPMG LLP - Company.

   23.2*    Consent of Arthur Andersen LLP - OEI-Delaware.

   23.3*    Consent of Netherland, Sewell & Associates, Inc. - Company.

   23.4*    Consent of Ryder Scott Company Petroleum Engineers - Company.

   23.5*    Consent of DeGolyer and McNaughton - Company.

   23.6*    Consent of McDaniel & Associates Consultants, Ltd. -
            OEI-Delaware.

   23.7*    Consent of Netherland, Sewell & Associates, Inc. -
            OEI-Delaware.

   23.8*    Consent of Ryder Scott Company Petroleum Engineers -
            OEI-Delaware.

   23.11    Consent of Vinson & Elkins L.L.P. (included in the opinion
            filed as Exhibit 5.1 to this Registration Statement).

   24.1     Powers of Attorney (included in the signature page).

</TABLE>

   ----------------
   *Filed herewith.
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{"company-data": {"conformed-name": "OCEAN ENERGY INC /TX/", "cik": "0000320321", "assigned-sic": "1311", "irs-number": "741764876", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95507", "film-number": "514805"}, "business-address": {"street1": "1001 FANNIN STE 1600", "city": "HOUSTON", "state": "TX", "zip": "77002-6714", "phone": "7132656000"}, "mail-address": {"street1": "1001 FANNIN, SUITE 1600", "city": "HOUSTON", "state": "TX", "zip": "77002-6714"}, "former-company": [{"former-conformed-name": "SEAGULL ENERGY CORP", "date-changed": "19920703"}, {"former-conformed-name": "SEAGULL PIPELINE CORP", "date-changed": "19830815"}]}
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 27, 2000

                                                  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)

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

                OCEAN ENERGY, INC. 1999 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

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

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

                                    Copy to:

                               KEITH FULLENWEIDER
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                                   1001 FANNIN
                            HOUSTON, TEXAS 77002-6760

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

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
          TITLE OF SECURITIES               AMOUNT TO BE      OFFERING PRICE     AGGREGATE OFFERING    REGISTRATION
           TO BE REGISTERED                REGISTERED (1)      PER SHARE (2)          PRICE (2)            FEE
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.10 par value (3) ..        3,000,000            $ 9.28            $27,843,750          $ 7,351
====================================================================================================================
(1)  The number of shares of common stock registered hereby is subject to
     adjustment to prevent dilution resulting from stock splits, stock
     dividends or similar transactions.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457.
(3)  Includes associated preferred stock purchase rights. The rights are not
     currently separable from the shares of common stock and are not currently
     exercisable.
2

                             INTRODUCTORY STATEMENT

         On May 25, 1999, the shareholders of Ocean Energy, Inc., a Texas
corporation ("Ocean" or the "Company"), approved the Ocean Energy, Inc. 1999
Long-Term Incentive Plan (the "Plan"). This registration statement on Form S-8
relates to up to 3,000,000 shares of Ocean's common stock, par value $.10 per
share (the "Common Stock") that may be issued pursuant to the Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

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

                  (a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, as filed with the Commission on February 16, 1999.

                  (b) The Company's amendment to its Annual Report on Form
10-K/A for the fiscal year ended December 31, 1998, as filed with the Commission
on March 1, 1999.

                  (c) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, as
filed with the Commission on May 17, 1999, August 16, 1999 and November 12,
1999, respectively.

                  (d) The Company's Current Reports on Form 8-K filed with the
Commission on March 12, 1999, April 9, 1999, May 4, 1999, May 21, 1999, June 23,
1999, November 8, 1999 and January 7, 2000.

                  (e) The description of the Company's Common Stock contained in
the Registration Statement on Form 8-A declared effective by the Commission on
January 30, 1981, together with the amendments on Form 8 filed with the
Commission on January 29, 1981, January 30, 1981 and October 28, 1981.

                  (f) The description of the Company's Series B Junior
Participating Preferred Stock and related rights contained in the Registration
Statement on Form 8-A/A filed with the Commission on March 12, 1999.

         In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                       1
3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         J. Evans Attwell serves as a director of Ocean. Mr. Attwell is also an
attorney with Vinson & Elkins L.L.P., counsel to Ocean.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties (including excise and similar taxes), fines, settlements and
reasonable expenses actually incurred by him in connection with or in defending
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such an
action suit or proceeding, and any inquiry or investigation that could lead to
such an action, suit or proceeding, in which he is a party or to which he is
subject by reason of his position. With respect to any proceeding arising from
actions taken in his official capacity, as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interest. In cases not concerning conduct in his official capacity as a
director or officer, a director or officer may be indemnified so long as it
shall be determined that he conducted himself in good faith and that he
reasonably believed that his conduct was not opposed to the corporation's best
interest. In the case of any criminal proceeding, a director or officer may be
indemnified if he had no reasonable cause to believe his conduct was unlawful.
If a director or officer is wholly successful, on the merits or otherwise, in
connection with such a proceeding, such indemnification is mandatory. Article VI
of the Company's Bylaws requires the indemnification of officers and directors
to the fullest extent permitted by the Texas Business Corporation Act.

         The Company maintains insurance coverage providing its officers and
directors with indemnification against certain liabilities for actions taken in
such capacities, including liabilities under the Securities Act of 1933.

         Reference is made to Article Eleven of the Articles of Incorporation of
the Company, which was adopted by the Company's shareholders on May 11, 1988 and
which provides as follows:

         "ARTICLE ELEVEN. A director of the corporation shall not be liable to
the corporation or its shareholders for monetary damages for an act or omission
in the director's capacity as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders;
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (iii) for any transaction from which
the director received an improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's office; (iv) for acts or
omissions for which the liability of a director is expressly provided for by
statute; or (v) for acts related to an unlawful stock repurchase or dividend
payment. Any repeal or amendment of this Article by the shareholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the liability of a director of the corporation existing at the
time of such repeal or amendment. In addition to the circumstances in which a
director of the corporation is not liable as set forth in the preceding
sentences, a director shall not be liable to the fullest extent permitted by any
provision of the statutes of Texas hereafter enacted that further limits the
liability of a director."

         Effective as of August 28, 1989, Article 7.06.B of the Texas
Miscellaneous Corporation Laws Act was amended to read in its entirety as
follows: "B. The articles of incorporation of a corporation may provide that a
director of the corporation shall not be liable, or shall be liable only to the
extent provided in the articles of incorporation, to the corporation or its
shareholders or members for monetary damages for an act or omission in the
director's capacity as a director, except that this article does not authorize
the elimination or limitation of the liability of a director to the extent the
director is found liable for: (1) a breach of the director's duty of loyalty to
the corporation or its shareholders or members; (2) an act or omission not in
good faith that constitutes a breach of duty of the director to the corporation
or an act or omission that involves intentional misconduct or a knowing
violation of the law; (3) a transaction from which the director received an
improper benefit, whether or not the benefit resulted

                                       2
4

from an action taken within the scope of the director's office; or (4) an act or
omission for which the liability of a director is expressly provided for by an
applicable statute."

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS.

         4.1      Articles of Incorporation of the Company, as amended,
                  including Articles of Amendment filed May 12, 1988, May 21,
                  1991 and May 21, 1993 with the Secretary of State of the State
                  of Texas, Articles of Merger filed March 30, 1999, with the
                  Secretary of State of the State of Texas (filed as Exhibit 4.1
                  to the Company's Post-Effective Amendment No. 1 to Form S-4 on
                  Form S-8 filed with the Securities and Exchange Commission on
                  May 11, 1999 and incorporated herein by reference), Articles
                  of Amendment filed June 2, 1999 with the Secretary of State of
                  the State of Texas (filed as Exhibit 3.1 to the Company's
                  Quarterly Report on Form 10-Q for the quarter ended June 30,
                  1999 and incorporated herein by reference) and that certain
                  Statement of Resolution Establishing Series of Shares of
                  Series B Junior Participating Preferred Stock of the Company
                  filed March 21, 1989 with the Secretary of State of the State
                  of Texas (filed as Exhibit 3.1 to the Company's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1998 and
                  incorporated herein by reference).

         4.2      Bylaws of the Company, as amended through March 7, 1997 (filed
                  as Exhibit 4.9 to the Company's Form S-3 filed with the
                  Securities and Exchange Commission on September 18, 1997 and
                  incorporated herein by reference).

         4.3      Amended and Restated Rights Agreement, dated March 17, 1989,
                  as amended effective June 13, 1992 and amended and restated as
                  of December 12, 1997, between the Company and BankBoston, N.A.
                  (as successor to NCNB Texas National Bank), including Form of
                  Statement of Resolution Establishing the Series B Junior
                  Participating Preferred Stock, the Form of Right Certificate
                  and Form of Summary of Rights to Purchase Preferred Shares
                  (filed as Exhibit 2 to the Company's Current Report on Form
                  8-K dated December 15, 1997 and incorporated herein by
                  reference).

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

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

         4.6*     Ocean Energy, Inc. 1999 Long-Term Incentive Plan.

         5.1*     Opinion of Vinson & Elkins L.L.P. as to the legality of the
                  shares being registered.

         23.1*    Consent of KPMG LLP - Company.

         23.2*    Consent of Arthur Andersen LLP - OEI-Delaware.

         23.3*    Consent of Netherland, Sewell & Associates, Inc. - Company.

         23.4*    Consent of Ryder Scott Company Petroleum Engineers - Company.

         23.5*    Consent of DeGolyer and McNaughton - Company.

                                       3
5

         23.6*    Consent of McDaniel & Associates Consultants, Ltd. -
                  OEI-Delaware.

         23.7*    Consent of Netherland, Sewell & Associates, Inc. -
                  OEI-Delaware.

         23.8*    Consent of Ryder Scott Company Petroleum Engineers -
                  OEI-Delaware.

         23.11    Consent of Vinson & Elkins L.L.P. (included in the opinion
                  filed as Exhibit 5.1 to this Registration Statement).

         24.1     Powers of Attorney (included in the signature page).

         ----------------
         *Filed herewith.

ITEM 9.    UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the

                                       4
6

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.

                                       5
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on January 27, 2000.

                                          OCEAN ENERGY, INC.

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

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated on January 27, 2000.
SIGNATURE                                      TITLE
---------                                      -----
/s/ James T. Hackett                           Chairman, President and Chief Executive Officer
------------------------------------------     (Principal Executive Officer)
    James T. Hackett

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

/s/ Gordon L. McConnell                        Vice President and Controller
------------------------------------------     (Principal Accounting Officer)
    Gordon L. McConnell

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

------------------------------------------     Director
     Milton Carroll

------------------------------------------     Director
     Thomas D. Clark, Jr.
8
SIGNATURE                                      TITLE
---------                                      -----
/s/ James C. Flores                            Director
------------------------------------------
    James C. Flores

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

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

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

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

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

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

/s/ David K. Newbigging                        Director
------------------------------------------
    David K. Newbigging

/s/ Dee S. Osborne                             Director
------------------------------------------
    Dee S. Osborne

                                               Director
------------------------------------------
     R.A. Walker
9

                                 EXHIBIT INDEX
Exhibit
   No.      Description
 -------    -----------
4.1      Articles of Incorporation of the Company, as amended,
            including Articles of Amendment filed May 12, 1988, May 21,
            1991 and May 21, 1993 with the Secretary of State of the State
            of Texas, Articles of Merger filed March 30, 1999, with the
            Secretary of State of the State of Texas (filed as Exhibit 4.1
            to the Company's Post-Effective Amendment No. 1 to Form S-4 on
            Form S-8 filed with the Securities and Exchange Commission on
            May 11, 1999 and incorporated herein by reference), Articles
            of Amendment filed June 2, 1999 with the Secretary of State of
            the State of Texas (filed as Exhibit 3.1 to the Company's
            Quarterly Report on Form 10-Q for the quarter ended June 30,
            1999 and incorporated herein by reference) and that certain
            Statement of Resolution Establishing Series of Shares of
            Series B Junior Participating Preferred Stock of the Company
            filed March 21, 1989 with the Secretary of State of the State
            of Texas (filed as Exhibit 3.1 to the Company's Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1998 and
            incorporated herein by reference).

   4.2      Bylaws of the Company, as amended through March 7, 1997 (filed
            as Exhibit 4.9 to the Company's Form S-3 filed with the
            Securities and Exchange Commission on September 18, 1997 and
            incorporated herein by reference).

   4.3      Amended and Restated Rights Agreement, dated March 17, 1989,
            as amended effective June 13, 1992 and amended and restated as
            of December 12, 1997, between the Company and BankBoston, N.A.
            (as successor to NCNB Texas National Bank), including Form of
            Statement of Resolution Establishing the Series B Junior
            Participating Preferred Stock, the Form of Right Certificate
            and Form of Summary of Rights to Purchase Preferred Shares
            (filed as Exhibit 2 to the Company's Current Report on Form
            8-K dated December 15, 1997 and incorporated herein by
            reference).

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

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

   4.6*     Ocean Energy, Inc. 1999 Long-Term Incentive Plan.

   5.1*     Opinion of Vinson & Elkins L.L.P. as to the legality of the
            shares being registered.

   23.1*    Consent of KPMG LLP - Company.

   23.2*    Consent of Arthur Andersen LLP - OEI-Delaware.

   23.3*    Consent of Netherland, Sewell & Associates, Inc. - Company.

   23.4*    Consent of Ryder Scott Company Petroleum Engineers - Company.

   23.5*    Consent of DeGolyer and McNaughton - Company.

   23.6*    Consent of McDaniel & Associates Consultants, Ltd. -
            OEI-Delaware.

   23.7*    Consent of Netherland, Sewell & Associates, Inc. -
            OEI-Delaware.

   23.8*    Consent of Ryder Scott Company Petroleum Engineers -
            OEI-Delaware.

   23.11    Consent of Vinson & Elkins L.L.P. (included in the opinion
            filed as Exhibit 5.1 to this Registration Statement).

   24.1     Powers of Attorney (included in the signature page).
----------------
   *Filed herewith.