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                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              FLORES & RUCKS, INC.


              Flores & Rucks, Inc. (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify:

              FIRST:  That the name of the Corporation is Flores & Rucks, Inc.
The original Certificate of Incorporation of the Corporation was filed with the
Delaware Secretary of State's Office on September 21, 1994.

              SECOND:  That in lieu of a meeting and vote of directors, the
Board of Directors of the Corporation, by unanimous written consent filed with
the minutes of proceedings of the Board of Directors of the Corporation in
accordance with the provisions of Section 141(f) of the DGCL, adopted
resolutions approving and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation:

              RESOLVED, that Article 1 of the Certificate of Incorporation of
the Corporation be amended to read in its entirety as follows:

              "1.    The name of the Corporation is Ocean Energy, Inc."

              THIRD:  That said amendment was duly adopted by the stockholders
of the Corporation in accordance with the applicable provisions of Section  242
of the DGCL.

              IN WITNESS WHEREOF, the Corporation has caused this certificate
to be signed by Robert K. Reeves, its Senior Vice President, this 17th day of
June, 1997.


                                        FLORES & RUCKS, INC.



                                        By:     /s/ Robert K. Reeves 
                                           --------------------------------
                                           Name:  Robert K. Reeves 
                                           Title: Senior Vice President