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                                                                    EXHIBIT 4.11

                              CERTIFICATE OF TRUST

                                       OF

                           OCEAN ENERGY ROYALTY TRUST

                  THIS Certificate of Trust of Ocean Energy Royalty Trust (the
"Trust"), dated as of July 14, 1999, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).

                  1. Name. The name of the business trust formed hereby is Ocean
Energy Royalty Trust.

                  2. Delaware Trustee.  The name and business address of the
Delaware trustee of the Trust with a principal place of business in the State of
Delaware are Bank One Delaware, Inc. and Three Christina Centre, 201 North
Walnut Street, Wilmington, Delaware 19801.

                  3. Effective Date. This Certificate of Trust shall be
effective upon filing with the Secretary of the State of the State of Delaware.

                  IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first-above
written.

                                           Bank One, Texas, N.A., as trustee


                                           By: /s/ SUSAN BREM
                                              ---------------------------------
                                           Name:  Susan Brem
                                           Title: Assistant Vice President

                                           Bank One Delaware, Inc., as trustee


                                           By: /s/ STEVE WAGNER
                                              ---------------------------------
                                           Name:  Steve Wagner
                                           Title: Vice President