SCHEDULE 14A

                PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[   ] Preliminary Proxy Statement       [   ] Confidential, for Use of the
[   ] Definitive Proxy Statement              Commission Only (as permitted
[   ] Definitive Additional Materials         by Rule 14a-6(e)(2))
[ X ] Soliciting Material Pursuant to
      Rule 14a-12

                               Ocean Energy, Inc.
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                (Name of Registrant as Specified In Its Charter)

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

     Payment of Filing Fee (Check the appropriate box):
     [X] No fee required.
     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.

     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     (5) Total fee paid:

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     [ ] Fee paid previously with preliminary materials:

     [ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:
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     (2) Form, Schedule or Registration Statement No.:
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     (3) Filing Party:
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     (4) Date Filed:
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     Ocean Energy, Inc., a Delaware corporation, and its directors and certain
executive officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger with Devon Energy Corporation. You may
read a description of the stock interests held by the directors and executive
officers of Ocean in the proxy statement for Ocean's 2002 annual meeting of
shareholders, which was filed with the Securities and Exchange Commission on
April 9, 2002.

     James T. Hackett, Chairman of the Board, President and Chief Executive
Officer of Ocean, will be named as President and Chief Operating Officer of the
combined company. Mr. Hackett's employment agreement and severance agreement
were amended on February 23, 2003. These amendments have the effect of
suspending certain change-of-control provisions in the agreements that would
otherwise be triggered by the merger and would entitle Mr. Hackett to a lump sum
cash payment and other benefits.

     The merger agreement provides that, at the effective time of the merger,
Ocean may designate four directors of the combined company. The directors that
Ocean appoints may be current directors of Ocean. Other directors or executive
officers of Ocean may become directors or executive officers of the combined
company. Ocean's directors are currently:

o    James T. Hackett, Chairman of the Board
o    J. Evans Atwell
o    John B. Brock
o    Milton Carroll
o    Thomas D. Clark Jr.
o    Peter J. Fluor
o    Barry J. Galt
o    Wanda G. Henton
o    Robert L. Howard
o    Elvis L. Mason
o    Charles F. Mitchell, M.D.
o    David K. Newbigging
o    Dee S. Osborne

The merger will trigger change-of-control provisions in the Directors
Compensation Plan. Upon the effective date of the merger, the directors that are
not selected to serve on the board of the combined company will be entitled to a
lump sum cash payment, which will generally be an amount equal to the product of
the director's years of service and the highest annual cash retainer that the
director was paid. In addition, restricted stock awards and options granted to
the directors will vest upon the occurrence of the merger.

     The merger will also trigger change-of-control provisions in the employment
agreements of some of its officers. The affected officers include:

o    Doss R. Bourgeois, Vice President - Deepwater Facilities (Gulf of Mexico)
o    Clint P. Credeur, Vice President - Reservoir Engineering (Gulf of Mexico)
o    Peggy T. d'Hemecourt, Vice President - Human Resources
o    William S. Flores Jr., Senior Vice President - Worldwide Drilling
o    Stephen T. Laperouse, Vice President - Land (Gulf of Mexico)
o    James H. Painter, Senior Vice President - Gulf of Mexico and International
     Exploration
o    John J. Patton, Associate General Counsel and Assistant Secretary
o    Robert K. Reeves, Executive Vice President, General Counsel and Secretary
o    John D. Schiller Jr., Executive Vice President - Exploration & Production
o    William T. Transier, Executive Vice President and Chief Financial Officer
o    Frank D. Willoughby, Vice President - Financial Planning

The merger will constitute a "corporate change" for purposes of these officers'
employment agreements, entitling them to full vesting of their outstanding
options and similar awards. In addition, if these officers do not continue their
employment with the combined company, or if they leave the combined company for
specified reasons, they may be entitled to lump sum cash payments and certain
other benefits, such as continuing health insurance coverage. The cash payments
will generally be equal to three times the sum of the executive's salary and
bonus.


     The merger will trigger change-of-control provisions in the severance
agreements of the following officers:

o    John H. Campbell Jr., Senior Vice President - North America Onshore
     Operations
o    Mario M. Coll, Vice President - Operational Planning and Chief Information
     Officer
o    Scott A. Griffiths, Senior Vice President - Exploration and International
     New Ventures
o    Kermit E. Reynolds, Senior Vice President - Gulf of Mexico and
     International Operations
o    Robert L. Thompson, Vice President and Controller.

     These provisions generally provide that a covered officer will be entitled
to a lump sum cash payment and certain other benefits if his employment is
"involuntarily terminated," as that term is defined in the various agreements,
within two years of the effective date of the merger. While the exact terms of
the agreements differ, the lump sum cash payment generally provides for the
payment of the product of either 2 or 2.99 and the sum of the officer's annual
salary and bonus.

     Finally, the merger will cause full or partial vesting of outstanding
awards under the Executive Supplemental Retirement Plan, which covers Messrs.
Reeves, Schiller and Transier, if the covered officers are terminated for
certain reasons relating to the merger.

     Investors may obtain additional information regarding the interests of the
participants by reading the joint proxy statement/prospectus to be filed with
the Securities and Exchange Commission in connection with the merger.