SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                            FORM 10-Q

(Mark One)
  X      Quarterly Report Pursuant to Section 13 or 15(d)
              of the Securities Exchange Act of 1934

                                OR

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

               For Quarter Ended September 30, 1996
                   Commission File No. 1-10067


                     DEVON ENERGY CORPORATION
      (Exact Name of Registrant as Specified in its Charter)



          Oklahoma                                73-1474008
   (State or Other Jurisdiction of             (I.R.S. Employer
   Incorporation or Organization)            Identification Number)
  20 North Broadway, Suite 1500
     Oklahoma City, Oklahoma                          73102 
(Address of Principal Executive Offices)            (Zip Code)

 Registrant's telephone number, including area code:   (405) 235-3611


                          Not applicable                                
  Former name, former address and former fiscal year, if changed
from last report.

     Indicate by  check mark whether the registrant (1) has filed
all reports  required to be filed  by Section 13 or  15(d) of the
Securities Exchange Act  of 1934 during  the preceding 12  months
(or for such shorter  period that the registrant was  required to
file  such  reports), and  (2) has  been  subject to  such filing
requirements for the past 90 days.  Yes X  No    .

     The  number  of shares  outstanding  of Registrant's  common
stock, par value $.10, as of November 5, 1996, was 22,157,596.


                       1 of 103 total pages
               (Exhibit Index is found at page 28)
<PAGE>

                     DEVON ENERGY CORPORATION



               Index to Form 10-Q Quarterly Report
            to the Securities and Exchange Commission



                                                                    Page No.

     Part I.   Financial Information


          Item 1.    Consolidated Financial Statements

               Consolidated Balance Sheets, September 30, 1996
               (Unaudited), and December 31, 1995                       4

               Consolidated Statements of Operations (Unaudited),
               For the Three Months and the Nine Months Ended
               September 30, 1996 and 1995                              5

               Consolidated Statements of Cash Flows (Unaudited),
               For the  Nine Months Ended September  30, 1996 and
               1995                                                     6

               Notes to Consolidated Financial Statements.              7

          Item 2.    Management's  Discussion   and  Analysis  of
                  Financial Condition and Results of Operations.       11

     Part II.   Other Information

          Item 6.    Exhibits and Reports on Form 8-K                  22



                                2
<PAGE>



                     DEVON ENERGY CORPORATION















                  Part I.  Financial Information
            Item 1.  Consolidated Financial Statements
                   September 30, 1996 and 1995















          (Forming a part of Form 10-Q Quarterly Report
            to the Securities and Exchange Commission)





















                                3
<PAGE>
<TABLE>
                   DEVON ENERGY CORPORATION AND SUBSIDIARIES
                          Consolidated Balance Sheets
<CAPTION>
                                                                              
                                                             September 30,  December 31,
                                                                 1996           1995      
                                                              (Unaudited)   
Assets
Current assets:
               <S>                                            <C>             <C>
               Cash and cash equivalents                      $  7,098,631    8,897,891
               Accounts receivable                              18,727,219   14,400,295
               Inventories                                         927,046      605,263
               Prepaid expenses                                    844,806      222,135
               Deferred income taxes                               749,000      749,000

                 Total current assets                           28,346,702   24,874,584

Property and equipment, at cost, based on the
  full cost method of accounting for oil and
  gas properties                                               695,123,427  631,437,904
               Less: Accumulated depreciation, depletion
                 and amortization                              270,511,094  239,619,167

                                                               424,612,333  391,818,737
Other assets                                                     8,397,997    4,870,796

                 Total assets                                 $461,357,032  421,564,117

Liabilities and Stockholders' Equity
Current liabilities:
               Accounts payable:
                 Trade                                           4,101,231    3,868,458
                 Revenues and royalties due to others            2,546,860    7,322,418
               Income taxes payable                              3,229,843    1,364,070
               Accrued expenses                                  3,425,695    3,003,943

                 Total current liabilities                      13,303,629   15,558,889

Revenues and royalties due to others                             1,051,463      816,412
Other liabilities                                                9,944,398    8,623,057
Long-term debt                                                   5,000,000  143,000,000
Deferred revenue                                                   313,703       72,761
Deferred income taxes                                           44,998,000   34,452,000

Company-obligated mandatorily redeemable
   convertible preferred securities of
   Devon Financing Trust holding solely
   6.5% convertible junior subordinated
   debentures of Devon Energy Corporation
   (note 4)                                                    149,500,000            -

Stockholders' equity:
   Preferred stock of $1.00 par value.
      Authorized 3,000,000 shares; none issued                           -            -
   Common stock of $.10 par value.
      Authorized 120,000,000 shares; issued
      22,130,896 in 1996 and 22,111,896 in 1995                  2,213,090    2,211,190
   Additional paid-in capital                                  167,587,572  167,430,347
   Retained earnings                                            67,445,177   49,399,461

                 Total stockholders' equity                    237,245,839  219,040,998

                 Total liabilities and stockholders' equity   $461,357,032  421,564,117

See accompanying notes to consolidated financial statements.
</TABLE>

                                      4  
<PAGE>
<TABLE>
                   DEVON ENERGY CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Operations
                                  (Unaudited)


<CAPTION>
                                                  Three Months                  Nine Months  
                                               Ended September 30,          Ended September 30,
                                                 1996      1995              1996        1995    

Revenues:
              <S>                            <C>         <C>              <C>         <C>
              Oil sales                      $20,342,307 14,539,096       55,994,559  40,904,485
              Gas sales                       15,289,596 17,345,089       44,123,924  36,797,786
              Natural gas liquids sales        3,375,507  1,704,834        9,366,377   4,738,282
              Other                              466,270    181,845        1,335,493     742,972

                    Total revenues            39,473,680 33,770,864      110,820,353  83,183,525

Costs and expenses:
              Lease operating expenses         7,622,554  7,004,127       22,795,807  20,322,811
              Production taxes                 2,587,664  1,780,109        7,075,577   5,013,787
              Depreciation, depletion and
                 amortization                 11,046,617  9,490,448       31,634,780  28,549,892
              General and administrative
                 expenses                      2,139,647  1,944,225        6,664,597   6,334,039
              Interest expense                   230,775  1,687,424        5,172,855   5,214,241
              Distributions on preferred
                 securities of subsidiary
                 trust                         2,323,750          -        2,323,750           -

                    Total costs and expenses  25,951,007 21,906,333       75,667,366  65,434,770

Earnings before income taxes                  13,522,673 11,864,531       35,152,987  17,748,755

Income tax expense:
              Current                          1,758,000  3,492,000        4,570,000   3,727,000
              Deferred                         4,057,000  1,727,000       10,546,000   3,905,000

                 Total income tax expense      5,815,000  5,219,000       15,116,000   7,632,000

Net earnings                                 $ 7,707,673  6,645,531       20,036,987  10,116,755

Net earnings per average common share
              outstanding                          $0.35       0.30             0.91        0.46

Weighted average common shares outstanding    22,130,896 22,092,783       22,121,757  22,065,462


See accompanying notes to consolidated financial statements.
</TABLE>


                                      5  
<PAGE>
<TABLE>
                   DEVON ENERGY CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows

<CAPTION>
                                                                                 Nine Months
                                                                             Ended September 30,   
                                                                              1996         1995
                                                                                 (Unaudited)
Cash flows from operating activities:
               <S>                                                        <C>             <C>
               Net earnings                                               $20,036,987     10,116,755
               Adjustments to reconcile net earnings to net
                 cash provided by operating activities:
                   Depreciation, depletion and amortization                31,634,780     28,549,892
                   (Gain) loss on sale of assets                               26,191        284,141
                   Deferred income taxes                                   10,546,000      3,905,000
                   Changes in assets and liabilities:
                        (Increase) decrease in:
                          Accounts receivable                              (4,304,455)       306,002
                          Inventories                                        (195,490)       (53,242)
                          Prepaid expenses                                   (622,671)        19,839
                          Other assets                                        609,654        727,575
                        Increase (decrease) in:
                          Accounts payable                                 (4,730,276)     1,713,342
                          Income taxes payable                              1,865,773              - 
                          Accrued expenses                                    421,752       (603,844)
                          Revenues and royalties due to others                235,051              - 
                          Deferred revenue                                    240,942        (49,137)
                          Long-term other liabilities                         376,242              - 

                          Net cash provided by operating activities        56,140,480     44,916,323

Cash flows from investing activities:
               Proceeds from sale of property and equipment                 1,824,009      6,826,719
               Capital expenditures                                       (65,765,581)   (50,705,325)
               Payments made for acquisition of business                            -     (2,391,484)

                        Net cash used in investing activities             (63,941,572)   (46,270,090)

Cash flows from financing activities:
               Proceeds from borrowings on revolving line of credit        21,000,000      6,000,000
               Principal payments on revolving line of credit            (159,000,000)    (7,000,000)
               Issuance of common stock                                       159,125        635,007
               Issuance of preferred securities of subsidiary
                 trust, net of issuance costs                             144,888,879              - 
               Dividends paid on common stock                              (1,991,271)    (1,985,991)
               Increase in long-term other liabilities                        945,099      6,472,082

                        Net cash provided by financing activities           6,001,832      4,121,098

Net increase (decrease) in cash and cash equivalents                       (1,799,260)     2,767,331

Cash and cash equivalents at beginning of period                            8,897,891      8,336,371

Cash and cash equivalents at end of period                              $   7,098,631     11,103,702


See accompanying notes to consolidated financial statements.

</TABLE>

                                      6  
<PAGE>

            DEVON ENERGY CORPORATION AND SUBSIDIARIES
            Notes to Consolidated Financial Statements


1.             Summary of Significant Accounting Policies

Basis of Presentation

                The    accompanying     consolidated    financial
statements  and notes thereto have  been prepared pursuant to the
rules and regulations of  the Securities and Exchange Commission.
Certain  footnote  disclosures  normally  included  in  financial
statements  prepared  in   accordance  with  generally   accepted
accounting principles  have been  omitted pursuant to  such rules
and   regulations.    The   accompanying  consolidated  financial
statements and notes thereto  should be read in  conjunction with
the  consolidated  financial  statements  and  notes included  in
Devon's 1995 annual report on Form 10-K.

                In  the   opinion  of  Devon's   management,  all
adjustments  (all of which  are normal  and recurring)  have been
made  which  are  necessary  to  fairly  state  the  consolidated
financial position  of Devon and its subsidiaries as of September
30,  1996, and  the results  of their  operations and  their cash
flows  for the three month and nine month periods ended September
30, 1996 and 1995.

2.             San Juan Basin Transaction

               Effective  January 1, 1995, Devon and an unrelated
company entered into a  transaction covering substantially all of
Devon's  San Juan Basin coal  seam gas properties  (the "San Juan
Basin Transaction").  This transaction is more fully described in
Devon's 1995 annual report on Form 10-K.

               The  San  Juan  Basin  Transaction  was  initially
subject  to a  material contingency,  and thus  the transaction's
impact on  Devon's operating  statement was deferred  pending the
contingency's resolution.   In October 1995,  the contingency was
favorably  resolved, and  therefore the  transaction's cumulative
effect  for the first  nine months  of 1995  was recorded  in the
third quarter  of 1995.  Had the  contingency not been in effect,
and had the  results of  the transaction not  been deferred,  the
following results would have been reported for the  quarter ended
September 30, 1995.

<TABLE>
<CAPTION>
                                               Three Months Ended
                                               September 30, 1995

               Revenues
                    <S>                            <C>
                    Oil sales                      $14,539,096
                    Gas sales                       11,424,138
                    Natural gas liquids sales        1,704,834
                    Other                              106,795

                         Total revenues             27,774,863

               Costs and expenses
                    Lease operating expenses         7,030,223
                    Production taxes                 1,816,639
                    Depreciation, depletion and
                      amortization                   9,909,255
                    General and administrative
                      expenses                       1,944,225
                    Interest expense                 1,687,424

                         Total costs and expenses   22,387,766

               Earnings before income taxes          5,387,097

               Income tax expense
                    Current                          1,131,000
                    Deferred                         1,185,000

                         Total income tax expense    2,316,000

               Net earnings                        $ 3,071,097

               Net earnings per average common
                 share outstanding                        $.14

</TABLE>
3.             Interest Rate Swap Agreement

               Devon  entered   into   an  interest   rate   swap
agreement in June,  1995, to  hedge the impact  of interest  rate
changes on a portion of its long-term debt.  The principal amount
of the swap agreement was $75 million, and the other party to the
agreement was one  of the lenders in  Devon's credit lines.   The
swap agreement was accounted for as a hedge.

               On July  1, 1996,  Devon  terminated the  interest
rate swap for  a gain of $802,000.  This  gain will be recognized
ratably  as a reduction to  interest expense for  the period from
July  1, 1996 to  June 16, 1998 (the  original expiration date of
the  swap).  Approximately $102,000 of the gain was recognized in
the third quarter of 1996.

4.             Issuance of Trust Convertible Preferred Securities

               On July 10, 1996,  Devon, through its newly-formed
affiliate Devon Financing Trust, completed the issuance of $149.5
million of 6.5% trust  convertible preferred securities (the "TCP
Securities")  in  a private  placement.    Devon Financing  Trust
issued 2,990,000 shares of  the TCP Securities at $50  per share.
Each  TCP Security  is convertible  at  the holder's  option into
1.6393  shares  of   Devon  common  stock,  which  equates  to  a
conversion price of $30.50 per share of Devon common stock.

               Devon Financing  Trust invested the $149.5 million
of  proceeds in  6.5% convertible junior  subordinated debentures
issued by Devon  (the "Convertible Debentures").   In turn, Devon
used  the  net  proceeds from  the  issuance  of the  Convertible
Debentures to retire debt outstanding under its credit lines.

               The sole assets  of Devon Financing Trust  are the
Convertible  Debentures.    The Convertible  Debentures  and  the
related TCP Securities mature  on June 15, 2026.   However, Devon
and Devon  Financing Trust may redeem  the Convertible Debentures
and the TCP Securities, respectively, in  whole or in part, on or
after June 18,  1999.   For the first  twelve months  thereafter,
redemptions may be made at 104.55% of the principal amount.  This
premium declines  proportionally every twelve  months until  June
15, 2006,  when the redemption price becomes fixed at 100% of the
principal amount.   If  Devon redeems any  Convertible Debentures
prior to the scheduled maturity  date, Devon Financing Trust must
redeem  TCP  Securities  having an  aggregate  liquidation amount
equal to the aggregate principal amount of Convertible Debentures
so redeemed.

               Devon    has    guaranteed    the   payments    of
distributions and  other payments on  the TCP Securities  only if
and  to the extent that Devon Financing Trust has funds available
therefor.    Such guarantee,  when  taken  together with  Devon's
obligations   under  the   Convertible  Debentures   and  related
indenture  and   declaration  of   trust,  provide  a   full  and
unconditional guarantee of amounts due on the TCP Securities.

               Devon  owns  all the  common  securities of  Devon
Financing  Trust.  As such, the accounts of Devon Financing Trust
are included in Devon's  consolidated financial statements  after
appropriate  eliminations  of  intercompany  balances.   The  TCP
Securities  are  presented as  a  separate line  item  in Devon's
consolidated  balance sheet,  and  the distributions  on the  TCP
Securities  are  recorded  as  a charge  to  pre-tax  earnings on
Devon's consolidated statements of operations.  The distributions
are deductible for income tax purposes.

5.             Credit Agreement

               On August 30, 1996, Devon  and its lenders entered
into a new  credit agreement which  replaced the previous  credit
agreement.    The  borrowing  base available  to  Devon  remained
unchanged at $260 million.  The maximum loan amount under the new
agreement is equal to  the borrowing base until August  31, 1999.
Thereafter,  the maximum  loan amount  will be  reduced  by 8.33%
every three months  until August  31, 2002.   The fixed  interest
rate options available to Devon were lowered in the new agreement
by  approximately 50  basis  points.    Also, the  new  agreement
includes  a facility  fee equal  to .25%  of the  borrowing base.
This facility fee replaces the  commitment fee under the previous
agreement.  The previous commitment fee was equal to .375% of the
unused borrowing base.

6.             Agreement to Acquire Properties in 1996

               On  October   17,  1996,   Devon  and   Kerr-McGee
Corporation   ("Kerr-McGee")  entered  into  an  agreement  which
provides for  Devon to acquire all of Kerr-McGee's North American
onshore  oil  and gas  exploration  and  production business  and
properties   ("KMG-NAOS").     In  exchange   for   the  KMG-NAOS
properties, Devon will issue 9,954,000 shares of its common stock
to Kerr-McGee.  The transaction is subject to various conditions,
including  approval of  Devon's shareholders.   If  approved, the
transaction is expected  to be consummated on  December 31, 1996.
Devon  will account for  the transaction  in accordance  with the
purchase   method  of   accounting  for   business  combinations.
Therefore,  the  transaction  will not  affect  Devon's financial
results until 1997.

               The  KMG-NAOS properties  had  proved oil  and gas
reserves as of  December 31, 1995, of approximately  60.8 million
barrels  of oil  equivalent, and  Devon estimates  the properties
will total approximately 53 million  barrels of oil equivalent as
of  year-end  1996  when  the  transaction  is   expected  to  be
consummated.   The  KMG-NAOS properties'  future net  cash flows,
discounted at 10% per year, were approximately $329 million as of
December 31, 1995.

Item 2.        Management's Discussion and Analysis  of Financial
               Condition and Results of Operations.

               The   following  discussion   addresses   material
changes  in results of operations  for the three  months and nine
months ended September 30, 1996, compared to the three months and
nine months ended September 30, 1995,  and in financial condition
since December 31, 1995.   It is presumed that readers have  read
or have access to Devon's 1995 annual report on Form 10-K.

Overview

               Statement of  Operations.   Devon produced  record
quantities of  2.7 million barrels  of oil equivalent  ("Boe") of
oil, gas and natural gas liquids ("NGL") in the third quarter  of
1996  and 7.9 million Boe for the  first nine months of the year.
The higher production, combined with higher prices, also produced
record quarterly  and year-to-date  results for revenues  and net
earnings.

               Revenues  for the 1996 quarter were $39.5 million,
up  17% from  the previous  year's third  quarter.   Net earnings
totaled $7.7 million,  or $0.35  per share.   These results  were
approximately 16%  higher than the comparable  1995 third quarter
<F1>
totals  of $6.6 million and  $0.30 per  share.  The  cash margin1
for the  third quarter of  1996 also  increased significantly  to
$22.8 million, an increase  of 27% over the 1995  third quarter's
cash margin of $17.9 million.  

               For the year-to-date period, the  1996 revenues of
$110.8  million were  up 33%  compared to  1995's total  of $83.2
million.  Net earnings in the 1996 year-to-date period were $20.0
million, or $0.91 per share.  These amounts are almost double the
1995  results of  $10.1 million  and $0.46  per share.   The cash
margin for the 1996  nine-month period was $62.2 million,  or 46%
higher than 1995's total of $42.6 million.

               Trust  Convertible   Preferred.    In  July  1996,
Devon,  through a newly-formed  affiliate, completed the issuance
of $149.5 million of trust convertible preferred securities.  The
net proceeds from  the offering,  along with cash  on hand,  were
used to  repay long-term debt.   As a result,  at the end  of the
third quarter  of 1996,  Devon's long-term  debt was  $5 million,
leaving $255 million  of credit available  from its $260  million
credit lines.

               Subsequent Event.  On October  17, 1996, Devon and
Kerr-McGee Corporation  ("Kerr-McGee") entered into  an agreement
                              
<F1>
1   "Cash  margin" equals Devon's total revenues less  cash expenses as defined
above.  Cash margin is an indicator which is  commonly used in  the oil and
gas industry.   This margin  measures the net  cash which is  generated by a
company's operations during a given period, without regard to the period such
cash  is  actually  physically received  or  spent  by the  company. 
This margin  ignores  the non-operational  effects on a company's activities as
an operator of oil  and gas wells.  Such activities produce net increases or
decreases  in temporary cash funds held by the operator which  have no effect
on  net earnings  of the  company.   Cash margin  should be  used as  a
supplement to,  and not  as a substitute for,  net earnings  and net  cash
provided  by operating  activities (as  disclosed in  the consolidated
financial statements) in analyzing Devon's results of operations and liquidity.

<PAGE>

which provides  for Devon  to acquire  all of Kerr-McGee's  North
American onshore oil and  gas exploration and production business
and  properties  ("KMG-NAOS").    The  KMG-NAOS   properties  are
expected to have  proved oil and gas reserves  as of December 31,
1996, of  approximately 53 million Boe.  In exchange for the KMG-
NAOS properties, Devon will issue  9,954,000 shares of its common
stock  to  Kerr-McGee.   The  transaction is  subject  to various
conditions,  including  approval  of  Devon's shareholders.    If
approved,  the  transaction  is  expected to  be  consummated  on
December 31, 1996.   Devon  will account for  the transaction  in
accordance with  the purchase  method of accounting  for business
combinations.  Therefore, the transaction will not affect Devon's
financial results until 1997.

Results of Operations

               Combined oil,  gas and  NGL revenues  increased by
16%  for the third  quarter of 1996,  including the out-of-period
cumulative  effect of the  first six months of  1995 from the San
Juan  Basin Transaction.   Excluding  this out-of-period  effect,
combined  revenues increased 41%  in the  third quarter  of 1996.
The relative contributions of production and price changes on the
quarterly comparisons,  both with  and without the  out-of-period
effect, are shown in the tables below.
<TABLE>
<CAPTION>
<F1>
<F2>
                              Actual Reported Results (1)           Adjusted Results (2)
                                  Three Months Ended                 Three Months Ended
                                     September 30,                      September 30,
                             1996        1995      Change        1996        1995      Change


Production
  <S>                       <C>         <C>          <C>        <C>         <C>         <C>
  Oil (Bbls)                957,268     895,315      +7%        957,268     895,315     +7%
  Gas (Mcf)               8,661,984   8,199,085      +6%      8,661,984   8,820,535     -2%
  NGL (Bbls)                253,811     164,439     +54%        253,811     164,439    +54%
<F3>
  Oil, Gas and NGL (Boe)3 2,654,743   2,426,268      +9%      2,654,743   2,529,843     +5%

Average Prices
  Oil (Per Bbl)              $21.25       16.24     +31%          21.25       16.24    +31%
  Gas (Per Mcf)               $1.77        2.12     -17%           1.77        1.30    +36%
  NGL (Per Bbl)              $13.30       10.37     +28%          13.30       10.37    +28%
  Oil, Gas and NGL
<F3>
    (Per Boe)3               $14.69       13.84      +6%          14.69       10.94    +34%

Revenues
  Oil                   $20,342,307  14,539,096     +40%     20,342,307  14,539,096    +40%
  Gas                    15,289,596  17,345,089     -12%     15,289,596  11,424,138    +34%
  NGL                     3,375,507   1,704,834     +98%      3,375,507   1,704,834    +98%

 Combined               $39,007,410  33,589,019     +16%     39,007,410  27,668,068    +41%

                   
<F1>
1              The 1995 column in this table includes the cumulative effect of
               the  San  Juan  Basin Transaction,  from  the  January  1, 1995
               effective date  through September  30, 1995,  all of  which was
               recorded  in  the third  quarter of  1995.   These  figures are
               consistent with the presentation in the  consolidated financial
               statements.

<F2>
2              The 1995 column in this table excludes the cumulative effect of
               the  San Juan Basin Transaction for the first six months of the
               year 1995.   Therefore, these figures  present the results  for
               the third quarter which  would have been reported if  there had
               been no contingency at the time the transaction was executed.

<F3>
3              Gas  is converted to barrels  of oil equivalent  ("Boe") at the
               rate of six Mcf per  barrel of oil, based upon  the approximate
               relative energy content of  natural gas and oil, which  rate is
               not necessarily indicative of the  relationship of oil, gas and
               NGL  prices.    The  respective prices  of  these  products are
               affected by market  and other factors  in addition to  relative
               energy content.

</TABLE>

               Combined  oil, gas  and NGL  revenues increased by
33%   for  the  first  nine   months  of  1996.     The  relative
contributions of production and price changes are shown below.
<TABLE>
<CAPTION>
                                                     Nine Months Ended
                                                        September 30,
                                               1996          1995       Change


                   Production
                     <S>                     <C>           <C>           <C>
                     Oil (Bbls)              2,788,446     2,436,450     +14%
                     Gas (Mcf)              26,476,320    27,554,589      -4%
                     NGL (Bbls)                704,346       436,320     +61%
                     Oil, Gas and NGL (Boe)  7,905,512     7,465,201      +6%

                   Average Prices
                     Oil (Per Bbl)              $20.08         16.79     +20%
                     Gas (Per Mcf)               $1.67          1.34     +25%
                     NGL (Per Bbl)              $13.30         10.86     +22%
                     Oil, Gas and NGL (Per Boe) $13.85         11.04     +25%

                   Revenues
                     Oil                  $ 55,994,559    40,904,485     +37%
                     Gas                    44,123,924    36,797,786     +20%
                     NGL                     9,366,377     4,738,282     +98%

                     Combined             $109,484,860    82,440,553     +33%
</TABLE>

            Oil Revenues.  Oil  revenues increased by $5.8 million,
or 40%, in the third quarter of 1996.  An increase in the average
price of $5.01 per barrel in the  1996 quarter added $4.8 million
of  oil revenues in the 1996  period.  Production gains of 62,000
barrels, or 7%, added the remaining $1.0 million of increased oil
revenues.

          Approximately 74% of the production gains were from the
Grayburg-Jackson  Field  acquired  in   May  1994.    As  Devon's
development of this field has progressed, more wells have come on
line  and the initial stage  of a waterflood  has begun since the
third  quarter  of 1995.    The  Grayburg-Jackson Field  produced
approximately 280,000 barrels in the third quarter of 1996.  This
is an increase of 46,000 barrels, or 20%, compared to the 234,000
barrels produced in the third quarter of 1995.

          Oil revenues increased by $15.1 million, or 37%, in the
first nine months  of 1996.  An increase in  the average price of
$3.29 per  barrel in 1996 added  $9.2 million of oil  revenues in
the 1996 period.  Production gains  of 352,000  barrels, or  14%,
added the remaining $5.9 million of oil revenues.  

          The  Grayburg-Jackson  Field  also  accounted  for  the
majority  of the increased production in the first nine months of
1996.  This field produced  approximately 856,000 barrels in  the
first  nine months  of  1996.   This  is an  increase of  301,000
barrels,  or 54%, compared to the 555,000 barrels produced in the
first nine months of 1995.

          Gas Revenues.  Gas  revenues decreased by $2.1 million,
or 12%, in the third quarter of 1996.   A decrease in the average
gas  price of $0.35  per Mcf, or  17%, reduced gas  sales by $3.0
million in the third quarter of  1996.  This was partially offset
by a $0.9  million increase in gas sales from  an increase in gas
production of 0.5  Bcf, or 6%.   The San  Juan Basin  Transaction
added  $5.9 million  of  out-of-period revenues  to 1995's  third
quarter gas sales.   These out-of-period revenues  had the effect
of raising the third quarter 1995  average gas price by $0.82 per
Mcf.  As discussed previously, the effects of this transaction on
1995's  results were not recorded until the third quarter of that
year.  Therefore, 1995's third quarter results as reported in the
consolidated financial  statements include nine months' effect of
the San Juan Basin  Transaction.  As shown  in the above  tables,
without the out-of-period effects  of this transaction, gas sales
for the third quarter of  1996 would have exceeded gas sales  for
the third quarter of 1995 by $3.9 million.

          Coal  seam  gas averaged  $1.71  per Mcf  in  the third
quarter of 1996 compared to $2.80  per Mcf in the same quarter of
1995.  The out-of-period effect of the San Juan Basin Transaction
added $1.55 per Mcf to the 1995 average price.  The average price
for conventional gas  in the third quarter of  1996 was $1.82 per
Mcf.     This  compares  to  1995's  third  quarter  average  for
conventional gas of $1.35 per Mcf.

          Coal seam  gas production  in 1996's third  quarter was
4.2 Bcf, which was down 0.1 Bcf from the  4.3 Bcf produced in the
third quarter of 1995.  A  small portion of Devon's coal seam gas
interest was sold as part of the San Juan Basin Transaction.  The
production quantities recorded in  the 1995 third quarter include
a 0.6 Bcf reduction for the  first six months of 1995 due to  the
sale which was recorded in the third quarter.

          Conventional  gas production increased  by 0.6 Bcf from
3.9 Bcf in 1995's third  quarter to 4.5 Bcf in the  third quarter
of  1996.  The additional interests acquired in December 1995 and
the  first  half  of 1996  in  certain  Wyoming  properties ("the
Worland  Properties")  added  0.5  Bcf to  1996's  third  quarter
production.

          Gas  revenues increased by $7.3 million, or 20%, in the
first nine months of 1996.  An increase in the  average gas price
of $0.33 per Mcf, or 25%, added $8.8 million to gas  sales in the
first nine months of 1996.   This was partially offset by  a $1.5
million reduction  from a drop in  gas production of  1.1 Bcf, or
4%.  The San  Juan Basin Transaction added $7.8 million to 1996's
gas sales for  the first  nine months, compared  to $8.6  million
which was added in the same period in 1995.

          Coal  seam gas averaged $1.47 per Mcf in the first nine
months of  1996 compared to $1.30  per Mcf in the  same period of
1995.  The San Juan Basin  Transaction added $0.59 per Mcf to the
1996 and 1995 average prices.  The average price for conventional
gas production  in the first  nine months of  1996 was  $1.86 per
Mcf.  This compares  to the 1995 period average  for conventional
gas production of $1.38 per Mcf.

          Coal seam  gas production  in 1996's first  nine months
was  13.2 Bcf,  which  was down  by  2.5 Bcf  from  the 15.7  Bcf
produced  in the  first nine  months of  1995.   Conventional gas
production increased by  1.5 Bcf  from 11.8 Bcf  in 1995's  first
nine months  to 13.3 Bcf in the  first nine months of  1996.  The
additional  interests   in  the  Worland  Properties  which  were
acquired  in December 1995 and  the first half  of 1996 added 1.6
Bcf to 1996's conventional production.

          NGL Revenues.  NGL  revenues increased by $1.7 million,
or 98%, in the third quarter  of 1996.  An increase in production
of  89,000  barrels,  or 54%,  added  $0.9  million  to the  1996
revenues.    The additional  interests  acquired  in the  Worland
Properties accounted  for 47,000 barrels  of the  increase.   The
remaining  $0.8 million of increase in NGL revenues was caused by
a price increase of $2.93 per barrel, or 28%.

          NGL revenues increased by $4.6 million, or  98%, in the
first nine months  of 1996.  An increase in production of 268,000
barrels, or  61%, added $2.9 million  to the 1996 revenues.   The
additional interests acquired in the Worland Properties accounted
for  157,000 barrels of the increase.  The remaining $1.7 million
of increase in NGL revenues in  the first nine months of 1996 was
caused by a price increase of $2.44 per barrel, or 22%.

          Production  and Operating  Expenses.    Production  and
operating  expenses in the third quarter and first nine months of
1996 varied compared to 1995 as shown in the tables below.

<TABLE>
<CAPTION>
<F1>
<F2>
                                    Actual Reported Results (1)       Adjusted Results (2)
                                        Three Months Ended             Three Months Ended
                                           September 30,                  September 30,            
                                     1996      1995    Change      1996       1995   Change

Absolute
  Recurring operations and
   <S>                           <C>         <C>        <C>       <C>       <C>        <C>
   maintenance expenses          $ 7,173,359 6,203,890  +16%      7,173,359 6,230,464  +15%
  Well workover expenses             449,195   800,237  -44%        449,195   800,237  -44%
  Production taxes                 2,587,664 1,780,109  +45%      2,587,664 1,816,161  +42%

     Total production and
      operating expenses         $10,210,218 8,784,236  +16%     10,210,218 8,846,862  +15%

Per Boe
  Recurring operations and
   maintenance expenses                $2.70      2.56   +5%           2.70      2.46  +10%
  Well workover expenses                0.17      0.33  -48%           0.17      0.32  -47%
  Production taxes                      0.98      0.73  +34%           0.98      0.72  +36%

     Total production and
      operating expenses               $3.85      3.62   +6%           3.85      3.50  +10%

<CAPTION>
                                       Nine Months Ended
                                          September 30, 
                                     1996      1995    Change

Absolute
  Recurring operations and
   <S>                           <C>         <C>        <C>
   maintenance expenses          $20,553,364 17,372,701 +18%
  Well workover expenses           2,242,443  2,950,110 -24%
  Production taxes                 7,075,577  5,013,787 +41%

     Total production and
      operating expenses         $29,871,384 25,336,598 +18%

Per Boe
  Recurring operations and
   maintenance expenses                $2.60       2.33 +12%
  Well workover expenses                0.28       0.39 -28%
  Production taxes                      0.90       0.67 +34%

     Total production and
      operating expenses               $3.78       3.39 +12%

                   
<F1>
1              The 1995 column in this table includes the cumulative effect of
               the  San  Juan Basin  Transaction,  from  the January  1,  1995
               effective date through  September 30,  1995, all  of which  was
               recorded  in  the third  quarter of  1995.   These  figures are
               consistent with  the presentation in the consolidated financial
               statements.

<F2>
2              The 1995 column in this table excludes the cumulative effect of
               the San Juan Basin Transaction for the  first six months of the
               year 1995.   Therefore, these  figures present the  results for
               the third quarter which  would have been reported if  there had
               been no contingency at the time the transaction was executed.

</TABLE>

               Recurring  operations  and   maintenance  expenses
increased by $1.0 million, or 16%, in  the third quarter of 1996.
The  additional  interests  acquired  in  the Worland  Properties
accounted for $0.8  million of the increase.   Also, as Devon has
continued development  of the properties acquired in the May 1994
merger, most notably the  Grayburg-Jackson Field, more wells have
come on line during  the twelve months ended September  30, 1996.
Therefore, the recurring  expenses incurred  on these  properties
increased by $0.4 million  in the third quarter of  1996 compared
to the same quarter in 1995.  

               Production taxes  increased  by $0.8  million,  or
45%, in 1996's third quarter.  This increase was primarily due to
the  increase in combined oil,  gas and NGL  revenues.  Excluding
the revenues  generated by the  San Juan Basin  transaction which
are  not  subject  to production  taxes,  revenues  in the  third
quarter of 1996  were up by 51% compared to  the third quarter of
1995.

               On a per  unit of production basis,  the recurring
expenses per  Boe were up by $0.14  per Boe, or 5%,  in the third
quarter of 1996.   This was primarily due to  out-of-period costs
related to insurance and  compression expense which were recorded
in  the  third  quarter.   Also,  various  costs  related to  the
increased  waterflood  activity  at  the  Grayburg-Jackson  Field
caused the costs per Boe to increase in the 1996 quarter.

               Production taxes  per unit of production increased
by $0.25 per Boe, or 34%, in the third quarter of 1996.  This was
primarily caused by  the increase  in the average  price per  Boe
received  in the 1996 quarter.   Excluding the  effect on average
prices  from  the  San  Juan  Basin  Transaction,  Devon's  total
revenues per Boe increased by 38% in the third quarter of 1996.  

               Recurring  operations  and   maintenance  expenses
increased by  $3.2 million, or  18%, in the first  nine months of
1996.     The  additional  interests  acquired   in  the  Worland
Properties  accounted for  $2.0  million of  the  increase.   The
recurring  expenses on the  properties acquired  in the  May 1994
merger,  most notably  the  Grayburg-Jackson Field,  increased by
$0.9  million in the  first nine months  of 1996  compared to the
first nine months in 1995.  

               Production  taxes increased  by  $2.1 million,  or
41%,  in 1996's first nine  months.  This  increase was primarily
due  to the  increase  in combined  oil,  gas and  NGL  revenues.
Excluding  the   revenues  generated   by  the  San   Juan  Basin
transaction which  are not subject to  production taxes, revenues
in the first nine months  of 1996 were up by 39%  compared to the
same period in 1995.

               On  a  unit  of  production  basis, the  recurring
expenses per Boe were up  by $0.27 per Boe, or 12%, in  the first
nine months of 1996.   This increase was primarily  caused by the
reduction in the percentage of Devon's total Boe production which
was derived from its coal seam gas properties in the 1996 period.
The recurring operating  costs per  Boe for these  coal seam  gas
properties  are extremely low ($0.32  per Boe for  the first nine
months of 1996  and $0.23 per  Boe for the  first nine months  of
1995).  However, as production from these properties has declined
and production  from Devon's other properties  has increased, the
coal seam  gas properties'  percentage of overall  production has
dropped from 35% in the first  nine months of 1995 to 28%  in the
same period  of  1996.    The  result is  that  more  of  Devon's
production is now  attributable to its  conventional oil and  gas
properties, which have a higher recurring operating cost  per Boe
than  the low  cost  coal seam  gas  properties.   The  recurring
operating costs  per Boe on Devon's  conventional properties rose
only slightly from $3.46 per Boe  in the 1995 period to $3.48 per
Boe in the 1996 period.  But since these properties represented a
larger  percentage of  total production in  the 1996  period, the
result was a $0.27 per Boe, or 12%, increase in the overall rate.

               Production taxes  per unit of production increased
by $0.23 per Boe, or 34%, in the first nine months of 1996.  This
was primarily caused by the increase in the average price per Boe
received in the first nine months of 1996.   Excluding the effect
on average  prices from the  San Juan Basin  Transaction, Devon's
total  revenues per Boe increased by 31% in the first nine months
of 1996.

               Depreciation, Depletion and  Amortization Expenses
("DD&A").   Oil and gas  property related DD&A  increased by $1.5
million, or 16%,  from $9.1 million in the  third quarter of 1995
to $10.6 million in the  third quarter of 1996.  The  increase in
total  oil, gas  and  NGL  production  of  228,000  Boe,  or  9%,
accounted  for $0.9 million of the increased DD&A.  The remaining
$0.6  million increase was  caused by a  6% increase  in the DD&A
rate from $3.75 per Boe in the third quarter of 1995 to $3.98 per
Boe in the third quarter of 1996.

               Oil  and gas  property related  DD&A increased  by
$2.8 million, or 10%, from $27.5 million in the first nine months
of 1995 to $30.3 million  in the first nine months of  1996.  The
increase in total oil, gas and NGL production of 440,000 Boe,  or
6%,  accounted for  $1.6  million of  the  increased DD&A.    The
remaining  $1.2 million increase was  caused by a  4% increase in
the DD&A rate from $3.69 per Boe in the first nine months of 1995
to $3.83 per Boe in the first nine months of 1996.

               General and  Administrative Expenses ("G&A").  G&A
increased $0.2 million,  or 10%,  in the third  quarter of  1996.
Employee salaries and related benefits such as pension and health
insurance  costs increased  by $0.2  million, and  legal expenses
also increased by  $0.2 million.  These  increases were partially
offset by a $0.1 million increase in  the overhead reimbursements
received  from  other  owners  in Devon-operated  wells.    These
overhead reimbursements reduce net G&A.

               G&A  increased by  $0.3 million,  or  5%, for  the
first  nine  months  of  1996.    Employee  salaries and  related
benefits were $0.3 million  higher in the 1996 period,  and legal
expenses and  acquisition expenses were each  $0.2 million higher
in the 1996  period.  These increases were partially  offset by a
$0.1  million reduction in  franchise tax expense  due to Devon's
1996 change  of incorporation  from Delaware  to Oklahoma, and  a
$0.4 million increase in overhead reimbursements.

               Interest Expense.   Interest expense decreased  by
$1.5 million, or  86%, in  the third quarter  of 1996,  primarily
because  long-term debt  was  substantially retired  in the  1996
quarter.     Devon,  through  its  newly-formed  affiliate  Devon
Financing Trust, completed the issuance of $149.5 million of 6.5%
trust convertible  preferred securities (the "TCP Securities") in
a  private placement  on  July 10,  1996.   The  net  proceeds of
approximately $145 million were used to repay Devon's outstanding
bank debt.   As a result,  the average debt balance  dropped from
$95.6 million in the  third quarter of 1995 to only  $5.7 million
in the  third quarter of  1996.  The annualized  interest rate on
the debt outstanding in  the 1996 quarter was 6.90%,  compared to
6.26% in the 1995 quarter.

               Interest  expense  was basically  constant between
the first nine months of 1996 and 1995.  The average debt balance
rose from  $94.8 million  of  the first  nine months  of 1995  to
$102.3  million for the comparable period of 1996.  The effect of
the  funds borrowed  in  December  1995  to acquire  the  Worland
Properties slightly  offset the effect  of the TCP  Securities in
July 1996, and caused the average debt balance to increase in the
1996  period.  This increase  in the average  debt balance caused
interest  expense to increase by $0.4 million.  This increase was
offset by  the effect  of  lower interest  rates  in 1996.    The
annualized  average interest rate on  the debt outstanding in the
1996 period was 6.26%, compared to 6.58% in the 1995 period.  The
overall average  interest rate  (including the effect  of various
fees  paid to the banks,  the amortization of  certain loan costs
and  the recognition of the deferred gain from cancellation of an
interest  rate swap  agreement  discussed in  more detail  below)
during the first nine months of  1996 was 6.76% compared to 7.36%
in the first nine months of 1995.

               Devon   entered   into  an   interest   rate  swap
agreement  in the  second  quarter of  1995,  and terminated  the
agreement on July 1, 1996 for a gain of $0.8  million.  This gain
will be  recognized ratably  in  Devon's operating  results as  a
reduction to interest expense during the period from July 1, 1996
to  June 16,  1998  (the original  expiration  date of  the  swap
agreement).  Approximately $0.1 million of  the gain was included
in the third quarter of 1996 as a reduction to interest expense.

               Distributions   on    Preferred   Securities    of
Subsidiary  Trust.   As  mentioned  in  the above  discussion  of
interest  expense, and as discussed in note 4 to the consolidated
financial  statements included  elsewhere herein,  Devon, through
its newly-formed affiliate  Devon Financing Trust, completed  the
issuance  of $149.5 million of  6.5% TCP Securities  in a private
placement on July 10, 1996.  The distributions accrue at the rate
of  1.625% per  quarter and,  in a  complete quarter,  will total
$2,429,375  in  the   future.    The  third  quarter   of  1996's
distributions  were only  $2,323,750 because  the TCP  Securities
were not outstanding  during the entire quarter.   TCP Securities
of  $130  million  were  outstanding  87  days during  the  third
quarter,  and the remaining $19.5  million of TCP Securities were
outstanding 80 days.

               Income Taxes.  During  interim periods, income tax
expense is based  on the  estimated effective tax  rate which  is
expected for the entire fiscal year.  The estimated effective tax
rate in the third quarter and first nine months of  1996 was 43%,
compared to  44% in  the third  quarter of 1995  and 43%  for the
first nine months of 1995.  

               Statement  of  Financial Accounting  Standards No.
109, "Accounting  for Income Taxes"  ("Statement 109"),  requires
that the  tax benefit of available tax  carryforwards be recorded
as  an  asset  to   the  extent  that  management  assesses   the
utilization of such  carryforwards to be "more  likely than not".
When the future utilization of some  portion of the carryforwards
is determined not  to be  "more likely than  not", Statement  109
requires that  a valuation  allowance be provided  to reduce  the
recorded tax benefits from such assets.

               Approximately  $14.0  million   of  deferred   tax
assets  were included  in the  net deferred  tax liability  as of
September  30, 1996.    Of this  amount, $6  million  is for  net
operating loss carryforwards which  expire between 1996 and 2008.
The  remaining  $8 million  of  carryforward  benefits relate  to
depletion and minimum tax credit carryforwards which do  not have
expiration dates.

               To  assess   the  likelihood   of  realizing   tax
benefits  from  the  future utilization  of  these carryforwards,
management  considered four  primary factors:   (1)  estimates of
future yearly taxable income which Devon is expected to generate;
(2) the level of  future taxable income necessary to  utilize the
carryforwards;  (3)  the  expiration   dates,  if  any,  of  such
carryforwards,  and  (4)   certain  limitations  on   the  annual
utilization  of the  carryforwards as  set  forth by  federal tax
regulations.

               Based upon current estimates of future  production
and  average  prices,  management  believes  that  taxable income
during  the carryforward  periods will  be sufficient  to utilize
substantially  all  of  the  carryforwards  currently  available.
Devon  expects  the  tax benefits  from  its  net operating  loss
carryforwards to be utilized between 1996 and 2002.  This is well
before  the  2006  expiration  date  for  the  majority  of  such
benefits.    However,  based  upon  limitations  imposed  on  the
utilization of certain of the depletion carryforwards acquired in
a 1994 merger, a $100,000  valuation allowance has been  provided
since such merger.  

               Management's assessment of the  future utilization
of Devon's deferred tax assets is based upon current estimates of
taxable income to be  generated in 1996 and beyond.   Significant
changes in such estimates  from variables such as future  oil and
gas  prices or capital expenditures could alter the timing of the
eventual utilization of such  assets.  There can be  no assurance
that Devon will generate any specific level of continuing taxable
earnings.

Capital Expenditures, Capital Resources and Liquidity

               The following discussion of  capital expenditures,
capital  resources and  liquidity should  be read  in conjunction
with the consolidated statements  of cash flows included in  Part
1, Item 1 elsewhere herein.

               Capital  Expenditures.    Cash  used  for  capital
expenditures increased  by 30%  from $50.7 million  in the  first
nine months of 1995 to $65.8 million in the first  nine months of
1996.  Approximately $65.1  million was spent in the  1996 period
for acquisitions, exploration and development costs, compared  to
$48.4 million in the 1995 period.  Drilling and development costs
on the  Grayburg-Jackson Field totaled $17.9 million in the first
nine months of  1996 compared to $23.3 million  in the first nine
months of 1995.  The 1996 capital expenditures also included $7.1
million  to   acquire   additional  interests   in  the   Worland
Properties.

               Capital  Resources   and  Liquidity.     Net  cash
provided   by  operating   activities  ("operating   cash  flow")
continued  to  be the  primary  source of  capital  and liquidity
during the  first nine months of  1996.  Operating cash  flow was
$56.1 million in the first nine months of 1996, compared to $44.9
million in the first nine months of 1995.  

               In  early   July  1996,   $155  million   of  debt
outstanding under Devon's  credit lines was eliminated.  This was
done primarily with the proceeds of  the issuance of the 6.5% TCP
Securities as discussed in note  4 to the consolidated  financial
statements included elsewhere herein.  Devon's credit lines allow
for total borrowings of up to  $260 million.  As of September 30,
1996,  only  $5 million  was  outstanding,  leaving $255  million
available  for  future  borrowings.     The  TCP  Securities  are
subordinate  to  any balances  outstanding  under Devon's  credit
lines.    Therefore, the  securities  offering  and related  debt
repayment  increase  Devon's  credit lines  available  for future
investment.   The  offering also  effectively fixes  the rate  on
$149.5  million of  capital, reducing  the Company's  exposure to
future changes in interest rates.

               As  discussed earlier in this document, on October
17, 1996, Devon  and Kerr-McGee entered  into an agreement  which
provides  for Devon to issue 9,954,000 shares of its common stock
to Kerr-McGee  in  exchange for  the  KMG-NAOS properties.    The
transaction,   subject  to  Devon's  shareholders'  approval,  is
expected  to be consummated at the  end of 1996.  Devon estimates
that this  transaction could increase the  total amount available
under its  credit lines to approximately $400  million.  However,
Devon does not expect  to request an increase in its credit lines
until opportunities for such additional capital arise.

<PAGE>
            DEVON ENERGY CORPORATION AND SUBSIDIARIES
            Notes to Consolidated Financial Statements




Part II.       Other Information

               Item 1.   Legal Proceedings

                    None

               Item 2.   Changes in Securities

                    None

               Item 3.   Defaults Upon Senior Securities

                    None

               Item 4.   Submission of Matters to a Vote of Security Holders

                    None
               Item 5.   Other Information

                         None

               Item 6.   Exhibits and Reports on Form 8-K

               (a)       Exhibits   required   by  Item   601  of
Regulation S-K are as follows:

                   Exhibit
                     No.  

                     2.1  Agreement  and  Plan   of  Merger   and
                          Reorganization by  and among Registrant
                          and   Devon   Energy   Corporation,   a
                          Delaware corporation, dated as of April
                          13, 1995 (incorporated by  reference to
                          Exhibit  A  to Registrant's  definitive
                          Proxy  Statement  for  its  1995 Annual
                          Meeting of Shareholders filed  on April
                          21, 1995).

                     2.2  Agreement  and Plan  of  Merger  by and
                          among  Devon Energy  Corporation, Devon
                          Acquisition   Corp.  and   Alta  Energy
                          Corporation  dated  February  18,  1994
                          [incorporated  by reference  to Exhibit
                          2.1   to   Registrant's    Registration
                          Statement on Form S-4 (No. 33-76524)].

                     2.3  Amendment  to  Agreement  and  Plan  of
                          Merger  by  and   among  Devon   Energy
                          Corporation,  Devon  Acquisition  Corp.
                          and Alta Energy Corporation dated April
                          13, 1994 [incorporated by  reference to
                          Exhibit  2.2 to  Amendment  No.  One to
                          Registrant's Registration  Statement on
                          Form S-4 (No. 33-76524)].

                     2.4  Agreement  and  Plan  of  Merger  among
                          Registrant,  Devon  Energy  Corporation
                          (Nevada), Kerr-McGee Corporation, Kerr-
                          McGee     North    American     Onshore
                          Corporation   and   Kerr-McGee   Canada
                          Onshore Ltd.,  dated October  17,  1996
                          (incorporated by  reference to Addendum
                          A  to   Registrant's  definitive  proxy
                          statement  for  a  special  meeting  of
                          shareholders,  filed   on  November  6,
                          1996).

                     3.1  Registrant's       Certificate       of
                          Incorporation, as amended (incorporated
                          by   reference   to   Exhibit    B   to
                          Registrant's definitive Proxy Statement
                          for   its   1995   Annual   Meeting  of
                          Shareholders filed on April 21, 1995).

                     3.2  Registrant's  Bylaws  (incorporated  by
                          reference    to    Exhibit    3.2    to
                          Registrant's Registration  Statement on
                          Form 8-B filed on June 7, 1995).

                     4.1  Form   of   Common  Stock   Certificate
                          (incorporated  by reference  to Exhibit
                          4.1   to    Registrant's   Registration
                          Statement on Form 8-B filed on  June 7,
                          1995).

                     4.2  Rights Agreement between Registrant and
                          The  First  National  Bank   of  Boston
                          (incorporated  by reference  to Exhibit
                          4.2   to    Registrant's   Registration
                          Statement on Form 8-B filed on  June 7,
                          1995).

                     4.3  First  Amendment  to  Rights  Agreement
                          between   Registrant   and  The   First
                          National  Bank of  Boston (incorporated
                          by reference to Exhibit H-1 to Addendum
                          A  to   Registrant's  definitive  proxy
                          statement  for  a  special  meeting  of
                          shareholders,  filed   on  November  6,
                          1996).

                     4.4  Certificate of Designations of Series A
                          Junior Participating Preferred Stock of
                          Registrant  (incorporated by  reference
                          to   Exhibit    3.3   to   Registrant's
                          Registration  Statement   on  form  8-B
                          filed on June 7, 1995).

                     4.5  Certificate of Trust of Devon Financing
                          Trust  [incorporated  by  reference  to
                          Exhibit  4.5  to  Amendment  No.  1  to
                          Registrant's Registration Statement  on
                          Form S-3 (No. 333-00815)].

                     4.6  Amended  and  Restated  Declaration  of
                          Trust of Devon Financing Trust dated as
                          of July 3,  1996, by J. Larry  Nichols,
                          H. Allen Turner, William T. Vaughn, The
                          Bank  of New  York  (Delaware)  and The
                          Bank of  New York as  Trustees and  the
                          Registrant as  Sponsor [incorporated by
                          reference to Exhibit  4.6 to  Amendment
                          No.  1   to  Registrant's  Registration
                          Statement on Form S-3 (No. 333-00815)].


                     4.7  Indenture  dated  as  of July  3, 1996,
                          between the Registrant  and The Bank of
                          New York [incorporated by  reference to
                          Exhibit  4.7  to  Amendment  No.  1  to
                          Registrant's Registration  Statement on
                          Form S-3 (No. 333-00815)].

                     4.8  First  Supplemental Indenture  dated as
                          of July 3, 1996, between the Registrant
                          and  The Bank of New York [incorporated
                          by   reference   to   Exhibit   4.8  to
                          Amendment     No.    1     Registrant's
                          Registration Statement on Form S-3 (No.
                          333-00815)].

                     4.9  Forms of 6  1/2% Preferred  Convertible
                          Securities (included as Exhibit  A-1 to
                          Exhibit 4.5 above).

                     4.10                      Form  of   6  1/2%
                                               Convertible Junior
                                               Subordinated
                                               Debentures
                                               (included       in
                                               Exhibit        4.7
                                               above).

                     4.11                      P r e f e r r e d
                                               Securities
                                               G u a r a n t e e
                                               Agreement    dated
                                               July    3,   1996,
                                               b e t w e e n
                                               Registrant,     as
                                               Guarantor, and The
                                               Bank of  New York,
                                               as       Preferred
                                               Guaranteed Trustee
                                               [incorporated   by
                                               reference to
                                               Exhibit   4.11  to
                                               Amendment No. 1 to
                                               Registrant's
                                               Registration
                                               Statement  on Form
                                               S-3    (No.   333-
                                               00815)].

                     10.1                      Credit   Agreement
                                               dated  August  30,
                                               1996,  among Devon
                                               Energy Corporation
                                               (Nevada),       as
                                               Borrower,      the
                                               Registrant     and
                                               Devon       Energy
                                               O p e r a t i n g
                                               Corporation,    as
                                               Guarantors,
                                               NationsBank     of
                                               Texas,   N.A.,  as
                                               Agent,         and
                                               NationsBank     of
                                               Texas,  N.A., Bank
                                               One,  Texas, N.A.,
                                               Bank  of Montreal,
                                               and   First  Union
                                               National  Bank  of
                                               North Carolina, as
                                               Lenders.

                     10.2                      Devon       Energy
                                               Corporation     [a
                                               D e l a w a r e
                                               corporation]  1988
                                               Stock  Option Plan
                                               [incorporated   by
                                               reference       to
                                               Exhibit   10.4  to
                                               Registrant's
                                               Registration
                                               Statement  on Form
                                               S-4    (No.    33-
                                               23564)]. *

                     10.3                      Devon       Energy
                                               Corporation   1993
                                               Stock  Option Plan
                                               (incorporated   by
                                               reference       to
                                               Exhibit    A    to
                                               Registrant's Proxy
                                               Statement  for the
                                               1993        Annual
                                               Meeting         of
                                               Shareholders filed
                                               on May 6, 1993).*

                     10.4                      S e v e r a n c e
                                               Agreement  between
                                               Devon       Energy
                                               Corporation
                                               (Nevada),    Devon
                                               Energy Corporation
                                               (Delaware) and Mr.
                                               J.  Larry Nichols,
                                               dated  December 3,
                                               1992 (incorporated
                                               by   reference  to
                                               Exhibit  10.10  to
                                               Registrant's
                                               Amendment No. 1 to
                                               Annual  Report  on
                                               Form 10-K for  the
                                               year         ended
                                               December       31,
                                               1992).*

                     10.5                      S e v e r a n c e
                                               Agreement  between
                                               Devon       Energy
                                               Corporation
                                               (Nevada),    Devon
                                               Energy Corporation
                                               (Delaware) and Mr.
                                               H.   R.   Sanders,
                                               Jr.,         dated
                                               December  3,  1992
                                               (incorporated   by
                                               reference       to
                                               Exhibit  10.11  to
                                               Registrant's
                                               Amendment No. 1 to
                                               Annual  Report  on
                                               Form 10-K for  the
                                               year         ended
                                               December       31,
                                               1992).*

                     10.6                      S e v e r a n c e
                                               Agreement  between
                                               Devon       Energy
                                               Corporation
                                               (Nevada),    Devon
                                               Energy Corporation
                                               (Delaware) and Mr.
                                               J.  Michael Lacey,
                                               dated  December 3,
                                               1992 (incorporated
                                               by   reference  to
                                               Exhibit  10.12  to
                                               Registrant's
                                               Amendment No. 1 to
                                               Annual  Report  on
                                               Form 10-K  for the
                                               year         ended
                                               December       31,
                                               1992).*

                     10.7                      S e v e r a n c e
                                               Agreement  between
                                               Devon       Energy
                                               Corporation
                                               (Nevada),    Devon
                                               Energy Corporation
                                               (Delaware) and Mr.
                                               H.  Allen  Turner,
                                               dated  December 3,
                                               1992 (incorporated
                                               by   reference  to
                                               Exhibit  10.13  to
                                               Registrant's
                                               Amendment No. 1 to
                                               Annual  Report  on
                                               Form 10-K for  the
                                               year         ended
                                               December       31,
                                               1992).*

                     10.8                      S e v e r a n c e
                                               Agreement  between
                                               Devon       Energy
                                               Corporation
                                               (Nevada),    Devon
                                               Energy Corporation
                                               (Delaware) and Mr.
                                               Darryl  G. Smette,
                                               dated  December 3,
                                               1992 (incorporated
                                               by   reference  to
                                               Exhibit  10.14  to
                                               Registrant's
                                               Amendment No. 1 to
                                               Annual  Report  on
                                               Form 10-K  for the
                                               year         ended
                                               December       31,
                                               1992).*

                     10.9                      S e v e r a n c e
                                               Agreement  between
                                               Devon       Energy
                                               Corporation
                                               (Nevada),    Devon
                                               Energy Corporation
                                               (Delaware) and Mr.
                                               William T. Vaughn,
                                               dated  December 3,
                                               1992 (incorporated
                                               by   reference  to
                                               Exhibit  10.15  to
                                               Registrant's
                                               Amendment No. 1 to
                                               Annual  Report  on
                                               Form 10-K for  the
                                               year         ended
                                               December       31,
                                               1992).*

                     10.10                     Sale  and Purchase
                                               Agreement relating
                                               to    Registrant's
                                               San Juan Basin gas
                                               properties
                                               (incorporated   by
                                               reference       to
                                               Exhibit  10.15  to
                                               Registrant's
                                               Quarterly   Report
                                               on  Form  10-Q for
                                               the  quarter ended
                                               September      30,
                                               1995).

                     10.11                     Second Restatement
                                               of  and  Amendment
                                               to     Sale    and
                                               Purchase Agreement
                                               relating        to
                                               Registrant's   San
                                               Juan   Basin   gas
                                               properties
                                               (incorporated   by
                                               reference       to
                                               Exhibit  10.16  to
                                               Registrant's
                                               Quarterly   Report
                                               on  Form  10-Q for
                                               the  quarter ended
                                               September      30,
                                               1995).

                     10.12                     Purchase  and Sale
                                               Agreement  between
                                               Union  Oil Company
                                               of  California and
                                               Devon       Energy
                                               Corporation
                                               ( N e v a d a )
                                               (incorporated   by
                                               reference       to
                                               Exhibit    2    to
                                               Registrant's
                                               Current  Report on
                                               Form   8-K   dated
                                               December       18,
                                               1995).

                     10.13                     Registration
                                               Rights   Agreement
                                               dated    July   3,
                                               1996, by and among
                                               the    Registrant,
                                               Devon    Financing
                                               Trust  and  Morgan
                                               Stanley    &   Co.
                                               Incorporated
                                               [incorporated   by
                                               reference       to
                                               Exhibit   10.1  to
                                               Amendment No. 1 to
                                               Registrant's
                                               Registration
                                               Statement  on Form
                                               S-3    (No.   333-
                                               00815)].

                     11   Computation of earnings per share


               (b) Reports on Form 8-K

                   A report  on  Form 8-K  was filed  on July  2,
                   1996.  The report contained the  June 18, 1996
                   press release  announcing the offering of  the
                   Trust Convertible  Preferred Securities  which
                   are  discussed  in Part  I, Items  1 and  2 of
                   this quarterly report on Form 10-Q.

* Compensatory plans or arrangements.

<PAGE>
                            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.


                                             DEVON ENERGY CORPORATION




Date:        November 5, 1996                 /s/William T. Vaughn
                                             William T. Vaughn
                                             Vice President - Finance

<PAGE>
                          EXHIBIT INDEX
                                                              
Page

          2.1  Agreement and Plan of Merger and Reorganization      *
               by and Among Registrant and Devon Energy
               Corporation, a Delaware corporation, dated as of
               April 13, 1995.

          2.2  Agreement and Plan of Merger by and among Devon      *
               Energy Corporation, Devon Acquisition Corp. and
               Alta Energy Corporation dated February 18, 1994.

          2.3  Amendment to Agreement and Plan of Merger by and     *
               among Devon Energy Corporation, Devon Acquisition
               Corp. and Alta Energy Corporation dated April 13,
               1994.

          2.4  Agreement and Plan of Merger among Registrant,       *
               Devon Energy Corporation (Nevada), Kerr-McGee
               Corporation, Kerr-McGee North American Onshore
               Corporation and Kerr-McGee Canada Onshore Ltd.,
               dated October 17, 1996 (incorporated by reference
               to Addendum A to Registrant's definitive proxy
               statement for a special meeting of shareholders,
               filed on November 6, 1996).

          3.1  Registrant's Certificate of Incorporation.           *

          3.2  Registrant's Bylaws.                                 *

          4.1  Form of Common Stock Certificate.                    *

          4.2  Rights Agreement between Registrant and The First    *
               National Bank of Boston.

          4.3  First Amendment to Rights Agreement between          *
               Registrant and The First National Bank of Boston
               (incorporated by reference to Exhibit H-1 to
               Addendum A to Registrant's definitive proxy
               statement for a special meeting of shareholders,
               filed on November 6, 1996).

          4.4  Certificate of Designations of Series A Junior       *
               Participating Preferred Stock of Registrant.

          4.5  Certificate of Trust of Devon Financing Trust.       *

          4.6  Amended and Restated Declaration of Trust of         *
               Devon Financing Trust dated as of July 3, 1996,
               by J. Larry Nichols, H. Allen Turner, William T.
               Vaughn, The Bank of New York (Delaware) and The
               Bank of New York as Trustees and the Registrant
               as Sponsor.

          4.7  Indenture dated as of July 3, 1996, between the      *
               Registrant and The Bank of New York.

          4.8  First Supplemental Indenture dated as of July 3,     *
               1996, between the Registrant and The Bank of New
               York.

          4.9  Forms of 6 1/2% Preferred Convertible Securities     *
               (included as Exhibit A-1 to Exhibit 4.5 above).

          4.10 Form of 6 1/2% Convertible Junior Subordinated       *
               Debentures (included in Exhibit 4.7 above).

          4.11 Preferred Securities Guarantee Agreement dated       *
               July 3, 1996, between the Registrant, as
               Guarantor, and The Bank of New York, as Preferred
               Guaranteed Trustee.

          10.1 Credit Agreement dated August 30, 1996, among        31
               Devon Energy Corporation (Nevada), as Borrower,
               the Registrant and Devon Energy Operating
               Corporation, as Guarantors, NationsBank of Texas,
               N.A., as Agent, and NationsBank of Texas, N.A.,
               Bank One, Texas, N.A., Bank of Montreal, and
               First Union National Bank of North Carolina, as
               Lenders.
          
          10.2 Devon Energy Corporation [a Delaware corporation]    *
               1988 Stock Option Plan.

          10.3 Devon Energy Corporation 1993 Stock Option Plan.     *

          10.4 Severance Agreement between Devon Energy             *
               Corporation (Nevada), Devon Energy Corporation
               (Delaware) and Mr. J. Larry Nichols, dated
               December 3, 1992.

          10.5 Severance Agreement between Devon Energy             *
               Corporation (Nevada), Devon Energy Corporation
               (Delaware) and Mr. H. R. Sanders, Jr., dated
               December 3, 1992.

          10.6 Severance Agreement between Devon Energy             *
               Corporation (Nevada), Devon Energy Corporation
               (Delaware) and Mr. J. Michael Lacey, dated
               December 3, 1992.

          10.7 Severance Agreement between Devon Energy             *
               Corporation (Nevada), Devon Energy Corporation
               (Delaware) and Mr. H. Allen Turner, dated
               December 3, 1992.

          10.8 Severance Agreement between Devon Energy             *
               Corporation (Nevada), Devon Energy Corporation
               (Delaware) and Mr. Darryl G. Smette, dated
               December 3, 1992.

          10.9 Severance Agreement between Devon Energy             *
               Corporation (Nevada), Devon Energy Corporation
               (Delaware) and Mr. William T. Vaughn, dated
               December 3, 1992.

          10.10     Sale and Purchase Agreement relating to         *
                    Registrant's San Juan Basin gas properties.

          10.11     Second Restatement of and Amendment to Sale     *
                    and Purchase Agreement relating to
                    Registrant's San Juan Basin gas properties.

          10.12     Purchase and Sale Agreement between Union       *
                    Oil Company of California and Devon Energy
                    Corporation (Nevada).

          10.13     Registration Rights Agreement dated July 3,     *
                    1996, by and among the Registrant, Devon
                    Financing Trust and Morgan Stanley & Co.
                    Incorporated.

          11   Computation of earnings per share                    103

          *    Incorporated by reference.