OCEAN ENERGY INC /TX/
8-K, 2000-10-25
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549



                                    FORM 8-K


                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) OCTOBER 25, 2000



                               OCEAN ENERGY, INC.
             (Exact name of registrant as specified in its charter)

                  TEXAS                    1-8094                74-1764876
     (State or other jurisdiction of   (Commission File       (I.R.S. Employer
     incorporation or organization)        Number)           Identification No.)

               1001 FANNIN, SUITE 1600, HOUSTON, TEXAS 77002-6714
               (Address of principal executive offices) (Zip code)

                                 (713) 265-6000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)



<PAGE>


                               OCEAN ENERGY, INC.

ITEM 9.  REGULATION FD DISCLOSURE.

         In accordance with General  Instruction B.2. of Form 8-K, the following
information  shall not be deemed  "filed"  for  purposes  of  Section  18 of the
Securities  Exchange  Act of  1934,  nor  shall  it be  deemed  incorporated  by
reference in any filing  under the  Securities  Act of 1933,  except as shall be
expressly set forth by specific reference in such a filing.

                    UPDATED DISCLOSURE OF YEAR 2000 ESTIMATES

         The table  following this  narrative  sets forth the Company's  current
estimates  of its  operating  statistics  for the fourth  quarter and year ended
December  31,  2000.  These  estimates  are  based on the  Company's  historical
operating  performance  and  trends,  estimates  of oil and gas  reserves  as of
September 30, 2000 and the Company's  planned  capital and operating  budget for
2000.  The following  discussion  updates the  disclosure of Year 2000 estimates
contained  in the  Company's  Form 8-K filed on  February  23,  2000 and  second
quarter Form 10-Q to reflect actual  operating  performance  for the first three
quarters of 2000 and revised estimates for the fourth quarter of 2000.

         The  Company is not  predicting  what actual oil and gas prices will be
during the  remainder  of the year.  For  purposes  of the 2000  estimates,  the
Company has  assumed  price  differentials  due to  location,  quality and other
factors of a  $2.75-$3.25  per Bbl  discount  from NYMEX  pricing  for crude oil
production  and an  $0.08-$0.13  per Mcf  discount  from Henry Hub  pricing  for
natural gas production.  Ocean currently has hedged approximately 25,000 barrels
per day and 115,000 Mcf per day of its remaining  2000 crude oil and natural gas
production,  respectively.  Assuming current strip prices,  the average price of
hedged production is estimated at $22.17 per Bbl for crude oil and $2.95 per Mcf
for  natural  gas.  Depending  upon  various  circumstances,   the  Company  may
periodically  enter into additional hedges of expected crude oil and natural gas
production.

         While oil prices have been at or near multi-year highs this year, there
can be no assurance that current price levels will continue.  Oil and gas prices
have fluctuated  significantly in recent years in response to numerous economic,
political and  environmental  factors,  and the Company  expects that  commodity
prices  will  continue to  fluctuate  significantly  in the  future.  Changes in
commodity prices could  significantly  affect the Company's  expected  operating
results.  In addition to directly affecting  revenues,  price changes can affect
expected production because production estimates necessarily assume that oil and
gas can profitably be produced at the assumed pricing levels. In addition to the
above  pricing  assumptions,  the 2000  estimates  were  prepared  assuming that
demand,  curtailment,  producibility  and  general  market  conditions  for  the
Company's oil and gas for fourth quarter 2000 will be  substantially  similar to
those of the first three  quarters of 2000. No material  assumptions  concerning
acquisitions or divestments activities are included.

                                       1
<PAGE>
                               OCEAN ENERGY, INC.


         All of the  estimates  and  assumptions  set  forth  in  this  document
constitute  forward-looking  statements within the meaning of Section 27A of the
Securities Act of 1933,  Section 21E of the Securities  Exchange Act of 1934 and
the  Private  Securities  Litigation  Reform Act of 1995.  Although  the Company
believes  that  these   forward-looking   statements  are  based  on  reasonable
assumptions,  it can give no assurance that its expectations  will in fact occur
and  cautions  that  actual  results  may  differ  materially  from those in the
forward-looking  statements. A number of factors could affect the future results
of the Company or the energy  industry  generally  and could cause the Company's
expected  results to differ  materially  from those  expressed in this  release.
These factors include, among other things:

   -   Commodity price changes, including local and regional variations;

   -   Risks and problems  incident to the drilling and  operation of
       oil and gas wells,  such as drilling  difficulties  or delays,
       well explosions or other disasters,  environmental  risks, and
       lack of control  over timing of  expenditures  on  third-party
       operated properties;

   -   Changes in production and development costs;

   -   Changes in drilling success rates;

   -   Changes in laws and other regulatory actions;

   -   Political and economic events and conditions in the foreign
       jurisdictions in which the Company operates;

   -   Risks incident to hedging activities;

   -   Changes in interest rates and capital market conditions;

   -   Changes in general economic conditions;

   -   Competition from others in the energy industry;

   -   The uncertainty inherent in estimates of oil and gas reserves
       and production rates;

   -   Unusual or infrequent items that are not susceptible to estimation; and

   -   The  risk  factors  and  other  conditions  described  in  the
       Company's  report on Form 10-K for the period  ended  December
       31, 1999 and in the reports on Form 10-Q for the periods ended
       March 31, 2000 and June 30, 2000.

                                        2
<PAGE>

                               OCEAN ENERGY, INC.


         The Company  cautions that the fourth  quarter and year 2000  estimates
set  forth  below  are  given  as of the date  hereof  only  based on  currently
available  information,  and that the Company is not undertaking any obligations
to update these  estimates as  conditions  change or other  information  becomes
available.


                           UPDATED ESTIMATES FOR 2000

<TABLE>
<CAPTION>
                                                                           Mid-Point of Estimated Ranges (*)
                                                               ----------------------------------------------------------
                                                                    Fourth Quarter                     Annual
                                                               --------------------------    ----------------------------

<S>                                                            <C>                           <C>
 PRODUCTION:
     Crude Oil                                                        6 MMBbls                    24 MMBbls
     Natural Gas                                                     40 Bcf                      150 Bcf



OPERATING COSTS/BOE:
     Lease operating expense                                      $  4.35                       $  4.63
     General and administrative expense                              0.55                          0.58
     Interest                                                        1.31                          1.52
     Depreciation, depletion and amortization                        6.17                          6.24
                                                                  --------                      --------

                                                                   $12.38                        $12.97



EFFECTIVE TAX RATE                                                44 - 48%                      44 - 48%
                                                                  (80% deferred)                (80% deferred)


PREFERRED DIVIDENDS                                               $0.8 million                  $3.3 million
</TABLE>




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

(*)    These estimates represent approximately the mid-point of the range of the
       Company's  estimates of the above information.  Actual results may differ
       materially from these estimates.  Pricing assumptions are included in the
       narrative.

         The Company has revised its estimates of operating  statistics  for the
year ended December 31, 2000 based on operating  performance  for the first nine
months of 2000 and  revised  estimates  for the fourth  quarter of 2000.  Annual
production  estimates  have been reduced by  approximately  5% due  primarily to
production  delays and  operational  turnarounds  in Equatorial

                                       3
<PAGE>
                               OCEAN ENERGY, INC.


Guinea and Cote d'Ivoire.  Lease  operating costs per BOE have been increased by
approximately 5% to $4.63 per BOE,  primarily due to increased  production taxes
attributable to higher commodity prices.  Estimated  general and  administrative
expenses for year 2000  increased to $0.58 per BOE due primarily to the decrease
in  production  estimates and an increase in expenses  relating to  compensation
plans that are tied directly to the market price of the Company's common stock.

         Natural gas is stated herein in billion cubic feet ("Bcf"), or thousand
cubic feet ("Mcf").  Crude oil is stated in barrels  ("Bbl") or million  barrels
("MMBbls").  BOE  represents  one barrel of oil  equivalent  with six Mcf of gas
converted to one barrel of liquid.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:    October 25, 2000

                                              OCEAN ENERGY, INC.


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


                                       4


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