UNITED STATES
                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

          For the Quarterly Period Ended March 31, 1997

                                OR

        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

                   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 N. 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 April 14, 1997, was 32,141,295.

                       1 of 38 total pages
               (Exhibit Index is found at page 24)
<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, March 31, 1997
               (Unaudited) and December 31, 1996                            4

               Consolidated Statements of Operations (Unaudited),
               For  the Three  Months  Ended March  31, 1997  and
               1996                                                         5

               Consolidated Statements of Cash Flows (Unaudited),
               For  the Three  Months  Ended March  31, 1997  and
               1996                                                         6

               Notes to Consolidated Financial Statements.                  7

          Item 2.    Management's  Discussion   and  Analysis  of
                     Financial Condition and Results of Operations.         9

     Part II.   Other Information

          Item 6.    Exhibits and Reports on Form 8-K                      18






                                2
<PAGE>



                     DEVON ENERGY CORPORATION









                  Part I.  Financial Information
            Item 1.  Consolidated Financial Statements
                     March 31, 1997 and 1996









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










                                3
<PAGE>
<TABLE>
<CAPTION>
            DEVON ENERGY CORPORATION AND SUBSIDIARIES
                   Consolidated Balance Sheets
                                                                 
                                                    March 31,      December 31,
                                                      1997             1996
                                                   (Unaudited)
Assets
Current assets:
            <S>                                   <C>               <C>
            Cash and cash equivalents             $ 24,863,144      9,401,350
            Accounts receivable                     42,743,228     29,580,306
            Inventories                              2,005,919      2,103,486
            Prepaid expenses                         2,163,085        688,752
            Deferred income taxes                    1,600,000      1,600,000

              Total current assets                  73,375,376     43,373,894

Property and equipment, at cost, based on the full
  cost method of accounting for oil and gas
  properties                                       996,358,220    974,805,756
            Less: Accumulated depreciation,
              depletion and amortization           301,173,988    281,959,410

                                                   695,184,232    692,846,346

Other assets                                        10,347,121     10,030,560

              Total assets                        $778,906,729    746,250,800

Liabilities and Stockholders' Equity
Current liabilities:
            Accounts payable:
              Trade                                 10,864,944      4,861,428
              Revenues and royalties due to others  10,503,020     10,569,960
            Income taxes payable                     5,613,447      4,705,447
            Accrued expenses                         2,240,355      3,503,420

              Total current liabilities             29,221,766     23,640,255

Revenues and royalties due to others                 1,056,568      1,053,270
Other liabilities                                   10,796,183     10,325,999
Long-term debt                                               -      8,000,000
Deferred revenue                                       103,475        205,859
Deferred income taxes                               92,809,000     81,121,000

Company-obligated mandatorily redeemable convertible
  preferred securities of subsidiary trust holding
  solely 6.5% convertible junior subordinated
  debentures of Devon Energy Corporation           149,500,000    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 400,000,000 shares; issued
              32,141,295 in 1997 and in 1996         3,214,130      3,214,130
            Additional paid-in capital             388,090,930    388,090,930
            Retained earnings                      104,717,838     81,099,357
            Cumulative currency translation
              adjustment                              (603,161)             -

              Total stockholders' equity           495,419,737    472,404,417

              Total liabilities and stockholders'
                equity                            $778,906,729    746,250,800

See accompanying notes to consolidated financial statements.

                                       4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
            DEVON ENERGY CORPORATION AND SUBSIDIARIES
              Consolidated Statements of Operations


                                                          Three Months
                                                         Ended March 31,
                                                       1997           1996
                                                           (Unaudited)

Revenues
            <S>                                    <C>             <C>
            Oil sales                              $37,529,980     16,144,794
            Gas sales                               43,238,141     14,621,634
            Natural gas liquids sales                5,803,921      2,967,801
            Other                                    1,327,604        313,831

              Total revenues                        87,899,646     34,048,060

Costs and expenses
            Lease operating expenses                15,812,637      7,418,179
            Production taxes                         5,309,844      2,141,917
            Depreciation, depletion and
              amortization                          19,544,552     10,126,984
            General and administrative expenses      2,629,885      2,135,898
            Interest expense                           130,807      2,481,156
            Distributions on preferred  securities
              of  subsidiary trust                   2,429,375              -

              Total costs and expenses              45,857,100     24,304,134

Earnings before income taxes                        42,042,546      9,743,926

Income tax expense
            Current                                  5,045,000      1,267,000
            Deferred                                11,772,000      2,923,000

              Total income tax expense              16,817,000      4,190,000

Net earnings                                       $25,225,546      5,553,926

Net earnings per average common share outstanding
  (Note 2):
            Assuming no dilution                         $0.78           0.25
            Assuming full dilution                       $0.71           0.25

Weighted average common shares outstanding          32,141,295     22,112,489




See accompanying notes to consolidated financial statements.

</TABLE>
                                       5
<PAGE>

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


                                                                                Three Months
                                                                               Ended March 31,
                                                                              1997          1996
                                                                                  (Unaudited)

Cash flows from operating activities
               <S>                                                        <C>             <C>
               Net earnings                                               $25,225,546     5,553,926
               Adjustments to reconcile net earnings to net
                 cash provided by operating activities:
                   Depreciation, depletion and amortization                19,544,552    10,126,984
                   Gain on sale of assets                                     (22,114)      (34,897)
                   Deferred income taxes                                   11,772,000     2,923,000
                   Changes in assets and liabilities:
                     (Increase) decrease in:
                        Accounts receivable                               (13,288,510)     (190,855)
                        Inventories                                            90,544       164,706
                        Prepaid expenses                                   (1,476,820)     (503,017)
                        Other assets                                         (218,505)      208,323
                     Increase (decrease) in:
                        Accounts payable                                    6,655,857    (1,571,415)
                        Income taxes payable                                  930,632       300,298
                        Accrued expenses                                   (1,257,416)     (954,397)
                        Revenues and royalties due to others                    3,298       222,260
                        Long-term other liabilities                           129,995        85,648
                        Deferred revenue                                     (102,384)      (16,378)

                        Net cash provided by operating activities          47,986,675    16,314,186

Cash flows from investing activities
               Proceeds from sale of property and equipment                    91,276        84,283
               Capital expenditures                                       (23,299,647)  (18,537,574)

                        Net cash used in investing activities             (23,208,371)  (18,453,291)

Cash flows from financing activities
               Proceeds from borrowings on revolving lines of credit        1,847,750    12,000,000
               Principal payments on revolving lines of credit             (9,843,750)            -
               Issuance of common stock                                             -        16,750
               Dividends paid on common stock                              (1,607,065)     (663,416)
               Increase in long-term other liabilities                        340,189       266,385

                        Net cash provided (used) by financing activities   (9,262,876)   11,619,719

Effect of exchange rate changes on cash                                       (53,634)            -

Net increase in cash and cash equivalents                                  15,461,794     9,480,614

Cash and cash equivalents at beginning of period                            9,401,350     8,897,891

Cash and cash equivalents at end of period                               $ 24,863,144    18,378,505



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.
Accordingly,  certain footnote  disclosures normally  included in
financial  statements  prepared  in  accordance   with  generally
accepted   accounting  principles   have  been   omitted.     The
accompanying consolidated financial  statements and notes thereto
should  be read  in conjunction  with the  consolidated financial
statements  and notes  thereto  included in  Devon's 1996  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 March 31,
1997,  and the results of  their operations and  their cash flows
for the three month periods ended March 31, 1997 and 1996.

Foreign Currency Translation

               Prior   to  December   31,  1996,  Devon   had  no
operations  outside the  United States.   On  December 31,  1996,
Devon acquired certain Canadian oil and gas properties as part of
a  transaction   in  which  Devon  acquired   all  of  Kerr-McGee
Corporation's North American onshore  oil and gas exploration and
production  properties and  business  in exchange  for  9,954,000
shares of Devon common  stock.  The acquired  Canadian properties
are  owned by  a  Canadian subsidiary  which  is wholly-owned  by
Devon.

               For purposes of  foreign currency translation, the
Canadian dollar  is the functional currency  for Devon's Canadian
operations.  Translation  adjustments resulting from  translating
the Canadian  subsidiary's foreign currency  financial statements
into  U.S.  dollar   equivalents  are  reported   separately  and
accumulated in a separate component of stockholders' equity.

2.             Earnings Per Share

               The  period  ended  March  31,  1997,  includes  a
dilutive  effect on earnings  per share  from Devon's  6.5% Trust
Convertible Preferred  Securities issued in July,  1996, and from
employee stock options.   The following table reconciles the  net
earnings and  common shares outstanding used  in the calculations
of net earnings per share assuming no dilution, and assuming full
dilution, for the three months ended March 31, 1997.   (There was
no  dilutive effect on earnings per share in the first quarter of
1996.)
<TABLE>
<CAPTION>
                                                                                                     Net
                                                                                        Common    Earnings
                                                                              Net       Shares       Per
                                                                           Earnings   Outstanding   Share

                  <S>                                                    <C>           <C>          <C>
                  Net earnings per share, assuming no dilution           $25,225,546   32,141,295   $0.78

                  Dilutive effect of:
                   Potential common shares issuable upon the conversion
                   of Trust Convertible Preferred securities (the 
                   increase in net earnings is net of income tax expense
                   of $963,000)                                            1,506,488    4,901,507

                   Potential common shares issuable upon the exercise
                   of employee stock options (calculated using the
                   treasury stock method)                                          -      358,398

                  Net earnings per share, assuming full dilution         $26,732,034   37,401,200   $0.71
</TABLE>

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 ended March
31, 1997, compared to  the three months ended March 31, 1996, and
in financial condition since  December 31, 1996.  It  is presumed
that  readers have  read or  have access  to Devon's  1996 annual
report on Form 10-K.

Overview

               On December 31,  1996, Devon acquired all of Kerr-
McGee  Corporation's   North  American   onshore   oil  and   gas
exploration and production business and properties (the "KMG-NAOS
Properties")  in exchange  for 9,954,000  shares of  Devon common
stock.   This transaction added approximately  62 million barrels
of  oil  equivalent  ("Boe")  to  Devon's  year-end  1996  proved
reserves, as well  as 370,000 net undeveloped acres of leasehold.
The addition of the  KMG-NAOS Properties in the first  quarter of
1997 resulted in record quarterly results for Devon's production,
<F1>
revenues, net earnings and cash margin1.

               Production for the first  quarter of 1997  totaled
5.0  million Boe  of oil,  gas and  natural gas  liquids ("NGL").
This  was an  increase of  91%  over the  first quarter  of 1996.
Revenues for the first  three months of 1997 were  $87.9 million,
an increase of 158%  over the prior year's quarter.  Net earnings
for the 1997 quarter were $25.2 million, or $0.78 per share.  The
1997 net  earnings  were 354%  above the  prior year's  quarterly
results.  The 1997 per share amount was 212% above the comparable
1996 total, with approximately 10 million more shares outstanding
in  the 1997 period.   The cash  margin for the  first quarter of
1997 also  increased significantly to $56.5  million, an increase
of  204% over  the  1996 first  quarter's  cash margin  of  $18.6
million.

<F1>
1  "Cash margin" equals Devon's total revenues  less cash expenses.  Cash
   expenses are all expenses other  than  the non-cash  expenses  of
   depreciation,  depletion  and  amortization  and deferred  income  tax
   expense.   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-operations 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  determined  in  accordance  with  generally 
   accepted  accounting  principles  in analyzing Devon's results of
   operations and liquidity.

Results of Operations

               Total revenues  increased  by  $53.9  million,  or
158%, in the first quarter of 1997.  This increase was  primarily
caused by substantial gains in  oil, gas and NGL revenues.   Oil,
gas and  NGL revenues  were up  $52.8 million,  or 157%, for  the
quarter  ended  March 31,  1997.   The relative  contributions of
production  and price  changes to  the quarterly  comparisons are
shown in the tables  below.  (Note: Unless otherwise  stated, all
references  in this  report to  dollar amounts  regarding Devon's
Canadian operations are expressed in U.S. dollars.)
<TABLE>
<CAPTION>
                                                      Total                   
                                              Three Months Ended
                                                    March 31,
                                            1997       1996      Change

               Production
                 <S>                     <C>          <C>         <C>
                 Oil (Bbls)              1,755,265    874,515     +101%
                 Gas (Mcf)              17,017,875  8,983,622      +89%
                 NGL (Bbls)                368,105    227,593      +62%
                 Oil, Gas and NGL
<F1>
                  (Boe)1                 4,959,683  2,599,378      +91%

               Revenues
                 Oil                   $37,529,980 16,144,794     +132%
                 Gas                    43,238,141 14,621,634     +196%
                 NGL                     5,803,921  2,967,801      +96%

                 Combined              $86,572,042 33,734,229     +157%

               Average Prices
                 Oil (Per Bbl)              $21.38      18.46      +16%
                 Gas (Per Mcf)               $2.54       1.63      +56%
                 NGL (Per Bbl)              $15.77      13.04      +21%
                 Oil, Gas and NGL
<F1>
                  (Per Boe)1                $17.46      12.98      +35%

<CAPTION>
                                                     Domestic                  
                                               Three Months Ended
                                                     March 31,                
                                            1997       1996     Change

               Production
                 Oil (Bbls)              1,513,582    874,515     +73%
                 Gas (Mcf)              14,900,742  8,983,622     +66%
                 NGL (Bbls)                333,615    227,593     +47%
                 Oil, Gas and NGL
<F1>
                  (Boe)1                 4,330,654  2,599,378     +67%

               Revenues
                 Oil                   $32,454,825 16,144,794    +101%
                 Gas                    39,610,876 14,621,634    +171%
                 NGL                     5,190,768  2,967,801     +75%
                 Combined              $77,256,469 33,734,229    +129%

               Average Prices
                 Oil (Per Bbl)              $21.44      18.46     +16%
                 Gas (Per Mcf)               $2.66       1.63     +63%
                 NGL (Per Bbl)              $15.56      13.04     +19%
                 Oil, Gas and NGL
<F1>
                   (Per Boe)1               $17.84      12.98     +37%

<CAPTION>
                                                      Canada
                                                Three Months Ended
                                                      March 31,
                                            1997        1996     Change

               Production
                 Oil (Bbls)                241,683          -      NA
                 Gas (Mcf)               2,117,133          -      NA
                 NGL (Bbls)                 34,490          -      NA
                 Oil, Gas and NGL
<F1>
                  (Boe)1                   629,029          -      NA
 
               Revenues
                 Oil                    $5,075,155          -      NA
                 Gas                     3,627,265          -      NA
                 NGL                       613,153          -      NA

                 Combined               $9,315,573          -      NA

               Average Prices
                 Oil (Per Bbl)              $21.00          -      NA
                 Gas (Per Mcf)               $1.71          -      NA
                 NGL (Per Bbl)              $17.78          -      NA
                 Oil, Gas and NGL
<F1>
                  (Per Boe)1                $14.81          -      NA

                     
<F1>
1 Gas is  converted to barrels  of oil equivalent ("Boe") at
  the rate of six  Mcf of gas 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>

               Oil Revenues.   Oil  revenues increased  by  $21.4
million, or 132%, in the first quarter of 1997.  Production gains
of  881,000 barrels, or 101%, added $16.3 million of oil revenues
in the  1997 period.  An  increase in the average  price of $2.92
per barrel, or 16%, added the remaining $5.1 million of increased
oil revenues.

               The KMG-NAOS  Properties were  responsible for the
majority  of  the increased  oil  production.   These  properties
produced 746,000 barrels  of oil  in the first  quarter of  1997.
Approximately 504,000 of these barrels  were produced in the U.S.
and  another 242,000 barrels  were produced  in Canada.   Devon's
other domestic properties produced 1,009,000 barrels in the first
three months of 1997.  This is an increase of 134,000 barrels, or
15%,  over the 875,000 barrels  produced in the  first quarter of
1996.

               Gas  Revenues.   Gas revenues  increased  by $28.6
million, or 196%, in the  first quarter of 1997.  An  increase in
the average  gas price  of $0.91  per Mcf,  or  56%, added  $15.5
million to the 1997 quarter's gas revenues.  Also, an increase in
gas  production of  8.0 Bcf,  or 89%,  added the  remaining $13.1
million of increased gas revenues.

               The   KMG-NAOS   Properties   were   the   primary
contributors  to the  increased  production volumes  in the  1997
quarter.   These properties produced  7.7 Bcf in  the first three
months of  1997.  The KMG-NAOS  Properties produced approximately
5.6 Bcf in the U.S. and 2.1 Bcf in Canada.  Devon's coal seam gas
properties produced 4.1 Bcf in the first quarter of 1997 compared
to 4.7  Bcf in the first quarter of 1996.  Devon's other domestic
properties  produced 5.2 Bcf in  the 1997 period  compared to 4.3
Bcf in the  1996 quarter.  Of  this 0.9 Bcf increase,  production
from Permian Basin  wells completed  in the second  half of  1996
contributed  0.6 Bcf and the  Worland properties in Wyoming added
0.3 Bcf.

               The coal  seam gas properties  averaged $2.42  per
Mcf in the  first quarter of 1997 compared to  $1.40 in the first
quarter of  1996.   Devon's domestic conventional  gas properties
averaged  $2.75 per Mcf in the 1997 quarter compared to $1.88 per
Mcf  in  the  1996  quarter.    Devon's  Canadian gas  production
averaged $1.71 per Mcf in the 1997 quarter.

               NGL  Revenues.   NGL  revenues  increased by  $2.8
million, or  96%, in the first  quarter of 1997.   An increase in
production of  141,000 barrels,  or  62%, added  $1.8 million  to
1997's  revenues.  An increase in the  average price of $2.73 per
barrel, or 21%, added the remaining $1.0 million of increased NGL
revenues.

               The  KMG-NAOS  Properties   accounted  for  95,000
barrels  of the total 141,000 barrel increase in production.  The
KMG-NAOS  Properties  produced 61,000  barrels  in  the U.S.  and
34,000 barrels in Canada.

               Other Revenues.  Other  revenues increased by $1.0
million, or 323%, in the first  quarter of 1997.  The addition of
the  KMG-NAOS  Properties added  $0.6  million  of revenues  from
processing  third party  natural gas.   The investment  of excess
cash on hand in the  1997 quarter added $0.2 million  of interest
income.

               Production and Operating Expenses.  Production and
operating expenses in  the first quarter of  1997 varied compared
to the first quarter of 1996 as shown in the tables below.
<TABLE>
<CAPTION>
                                                        Total
                                                 Three Months Ended
                                                       March 31,
                                              1997       1996     Change

Absolute
  Recurring operations and maintenance
    <S>                                   <C>          <C>         <C>
    expenses                              $14,861,219  6,546,242   +127%
  Well workover expenses                      951,418    871,937     +9%
  Production taxes                          5,309,844  2,141,917   +148%

     Total production and operating 
       expenses                           $21,122,481  9,560,096   +121%

Per Boe
  Recurring operations and maintenance
    expenses                                    $3.00       2.52    +19%
  Well workover expenses                         0.19       0.34    -44%
  Production taxes                               1.07       0.82    +30%

     Total production and operating
       expenses                                 $4.26       3.68    +16%

<CAPTION>
                                                      Domestic                  
                                                Three Months Ended
                                                      March 31,
                                              1997       1996     Change

Absolute
  Recurring operations and maintenance
    expenses                             $13,211,127   6,546,242  +102%
  Well workover expenses                     918,560     871,937    +5%
  Production taxes                         5,175,071   2,141,917  +142%

     Total production and operating
       expenses                          $19,304,758   9,560,096  +102%

Per Boe
  Recurring operations and maintenance
    expenses                                   $3.05        2.52   +21%
  Well workover expenses                        0.21        0.34   -38%
  Production taxes                              1.20        0.82   +46%

     Total production and operating
       expenses                                $4.46        3.68   +21%

<CAPTION>
                                                         Canada
                                                   Three Months Ended
                                                        March 31,
                                              1997        1996    Change

Absolute
  Recurring operations and maintenance
    expenses                              $1,650,092          -      NA
  Well workover expenses                      32,858          -      NA
  Production taxes                           134,773          -      NA

     Total production and operating
       expenses                           $1,817,723          -      NA

Per Boe
  Recurring operations and maintenance
    expenses                                   $2.62          -      NA
  Well workover expenses                        0.05          -      NA
  Production taxes                              0.22          -      NA

     Total production and operating
       expenses                                $2.89          -      NA

</TABLE>
               Recurring  operations   and  maintenance  expenses
increased by $8.3 million, or 127%, in the first quarter of 1997.
The  addition  of  the  KMG-NAOS Properties  accounted  for  $7.0
million of the increased expenses.

               Production  taxes increased  by  $3.2  million, or
148%,   in  the  first  quarter  of  1997.    This  increase  was
attributable  to the 157% increase  in combined oil,  gas and NGL
revenues in the 1997 period.

               Recurring expenses  per Boe  were up  by $0.48, or
19%, in the first quarter  of 1997 compared to the  first quarter
of 1996.  This increase  was caused by the reduction in  the coal
seam gas properties'  share of total  production.  The  recurring
operating  costs per Boe for  these coal seam  gas properties are
extremely low ($0.36  per Boe in  the first quarter  of 1997  and
$0.37 per  Boe  in  the first  quarter  of 1996).    However,  as
production  from these  properties declined  and  production from
Devon's  conventional properties increased  in the  1997 quarter,
the coal  seam gas  properties' percentage of  overall production
dropped from 30% in the first three months of 1996 to only 14% in
the  first three  months of  1997.   The result  is that  more of
Devon's  production in  the 1997 period  was attributable  to its
conventional  oil  and  gas   properties,  which  have  a  higher
operating  cost  per   Boe  than  the  low-cost   coal  seam  gas
properties.  The  recurring operating costs  per Boe for  Devon's
conventional properties actually dropped to $3.42 per Boe  in the
first quarter  of 1997 from $3.45 per Boe in the first quarter of
1996.   Even  though  both the  coal  seam and  the  conventional
properties  had  lower costs  per Boe  in  the 1997  quarter, the
combined  cost  per Boe  increased because  of  the shift  in the
production percentage toward the conventional properties.

               Production taxes per  Boe increased  by $0.25,  or
30%, in the first quarter of  1997.  This was primarily caused by
the 35%  increase in the average  price per Boe for  oil, gas and
NGL production.

               Depreciation, Depletion  and Amortization Expenses
("DD&A").    Oil and  gas  property related  DD&A  increased $9.2
million, or 95%, from $9.7  million in the first quarter of  1996
to $18.9 million in the  first quarter of 1997.  The  increase in
total oil, gas and  NGL production of 2.4 Boe,  or 91%, accounted
for  $8.8  million of  the increased  DD&A.   The  remaining $0.4
million of increased  expense was  caused by an  increase in  the
DD&A rate from $3.73 per Boe in the 1996 quarter to $3.81 per Boe
in the 1997 quarter.

               General  and Administrative Expenses ("G&A").  G&A
increased $0.5 million,  or 23%,  in the first  quarter of  1997.
Employee salaries and related overhead costs, including insurance
and pension expense,  increased $1.2 million in the 1997 quarter.
This  increase  was primarily  related  to  the approximately  65
permanent and  15 temporary  personnel added at  Devon's Oklahoma
City and Calgary  offices as a result  of the acquisition  of the
KMG-NAOS  Properties.   The  expansion in  personnel also  caused
office-related  costs  such  as  rent,  dues,  travel,  supplies,
telephone, etc., to increase  by $0.4 million in the  first three
months of 1997.

               The higher salary, overhead and office costs  were
partially   offset   by   an   increase   in   Devon's   overhead
reimbursements.   As the  operator of a  property, Devon receives
these reimbursements from the property's working interest owners.
Devon  records the reimbursements as  reductions to G&A.   Due to
the  addition of  the KMG-NAOS  Properties, many  of which  Devon
operates,  Devon's  overhead  reimbursements  increased  by  $1.0
million in the first quarter of 1997.

               Interest Expense.  Interest expense decreased $2.4
million,  or  95%,  in  the  first  quarter  of  1997  due  to  a
substantial  reduction  in the  average  debt  outstanding.   The
average debt  balance outstanding dropped from  $149.9 million in
the first quarter of 1996 to $3.0 million in the first quarter of
1997.   Devon  issued $149.5  million of  6.5% Trust  Convertible
Preferred  Securities  ("TCP Securities")  in  July,  1996.   The
proceeds  from this  issuance were  used to  substantially retire
Devon's long-term bank  debt.  (The TCP Securities  are discussed
further below.)

               Distributions    on   Preferred    Securities   of
Subsidiary  Trust.   As  mentioned  in  the above  discussion  of
interest  expense,  Devon, through  an  affiliate,  issued $149.5
million of 6.5% TCP  Securities in July, 1996.   Distributions on
the  TCP Securities  accrue at  the rate  of 1.625%  per quarter.
Distributions  on the  TCP  Securities were  $2.4 million  in the
first  quarter of 1997.  There were no distributions in the first
quarter of 1996,  as the TCP Securities were not issued until the
third quarter of 1996.

               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  first quarter  of  1997 was  40%,  compared to  43%
estimated  in the first quarter  of 1996.   However, the eventual
actual tax rate for the  year 1996 was reduced to 41%,  which was
only slightly higher than the current estimated rate for 1997.

               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.

               Included as deferred tax assets at March 31, 1997,
were approximately $11 million of  various tax carryforwards.  Of
this amount, $5 million were for net operating loss carryforwards
which expire between  1998 and 2008.  The remaining $6 million of
carryforward benefits related 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,
average  prices  and pre-tax  expenses, management  believes that
taxable income during the carryforward periods will be sufficient
to utilize all  of the carryforwards currently  available.  Devon
expects   the  tax   benefits   from  its   net  operating   loss
carryforwards to be utilized between 1997 and 1999.  This is well
before  the  2006  expiration  date  for  the  majority  of  such
benefits.

               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 1997 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  26%  from  $18.5 million  in  the  first
quarter of  1996 to $23.3  million in the first  quarter of 1997.
Approximately  $22.5 million  was spent  in 1997  on acquisition,
exploration  and development  costs,  compared to  $18.3  million
spent in the 1996  quarter.  The 1996 total included $4.3 million
to  acquire additional  interests  in the  Worland properties  in
Wyoming.

               Capital  Resources   and  Liquidity.    Net   cash
provided   by  operating   activities  ("operating   cash  flow")
continued  to be the primary  source of capital  and liquidity in
the first quarter  of 1997.   Operating  cash flow  in the  first
quarter of 1997 was  $48.0 million, compared to $16.3  million in
the first quarter of 1996.  

               Because of  the  amount  of  operating  cash  flow
generated in the first quarter of 1997, Devon's credit lines were
not used as a significant  source of capital.  Long-term debt  at
the end  of 1996  was $8  million.  During  the first  quarter of
1997,  operating cash flow  was utilized  to eliminate  this debt
balance.

               Devon's domestic long-term  credit facilities were
amended  effective  March  15, 1997.    At  Devon's request,  the
borrowing base of the facilities was lowered from $260 million to
$210 million.  This will lower Devon's future cost of borrowings.
If future capital  needs arise, Devon  believes that its  lenders
would increase  its domestic  credit lines to  approximately $500
million.   The amendment to the credit agreement also lowered the
annual  facilities fee from 0.25% of the borrowing base to 0.20%,
and  extended the final maturity date of loans outstanding by one
year to August 31, 2003.   Also, the lenders' required amount  of
minimum tangible net worth was reduced.

               Impact of Recently Issued Accounting Standards Not
Yet  Adopted.    In  February,  1997,  the  Financial  Accounting
Standards   Board  issued   Statement  of   Financial  Accounting
Standards  No.  128,  "Earnings  Per  Share."  SFAS  No.  128  is
effective  for financial  statements  issued for  periods  ending
after December 15, 1997, and restatement of prior-period earnings
per share data is required.   The new standard will not  apply to
Devon's financial  statements until  the fourth quarter  of 1997.
SFAS  No.  128  revises   the  current  calculation  methods  and
presentation  of primary  and fully  diluted earnings  per share.
Devon  has reviewed  the requirements  of SFAS  No. 128,  and has
concluded that  they will  not affect Devon's  historical primary
earnings  per share  data.   However,  SFAS  No. 128  will  lower
Devon's historical  fully diluted  earnings per share  amounts by
$0.01 per share in  each of the following periods: the year 1994,
the year 1995,  the second quarter of 1996 and  the third quarter
of 1996.

<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   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  Certificate   of  Amendment  of
               Certificate  of   Incorporation  (incorporated  by
               reference to  Exhibit  2 to  Registrant's  Current
               Report on Form 8-K dated December 31, 1996).

               3.3  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
               dated October 16, 1996 (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  Second Amendment to Rights  Agreement between
               Registrant and  the First National Bank of Boston,
               dated December 31, 1996 (incorporated by reference
               to Exhibit  4.2 to Registrant's Current  Report on
               Form 8-K dated December 31, 1996).

               4.5  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).

               4.6  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)].

               4.7  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)].  

               4.8  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)].

               4.9  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 to  Registrant's Registration
               Statement on Form S-3 (No. 333-00815)].

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

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

               4.12 Preferred   Securities  Guarantee   Agreement
               dated  July  3,   1996,  between  Registrant,   as
               Guarantor, and The Bank  of New York, as Preferred
               Guarantee  Trustee  [incorporated by  reference to
               Exhibit 4.11 to  Amendment No.  1 to  Registrant's
               Registration  Statement  on  Form  S-3  (No.  333-
               00815)].

               4.13 Stock Rights and Restrictions Agreement dated
               as of  December 31,  1996, between  Registrant and
               Kerr-McGee Corporation  (incorporated by reference
               to Exhibit 4.3  to Registrant's Current Report  on
               Form 8-K dated December 31, 1996).

               4.14 Registration Rights Agreement, dated December
               31, 1996, by and between Registrant and Kerr-McGee
               Corporation (incorporated by reference  to Exhibit
               4.4 to  Registrant's Current  Report  on Form  8-K
               dated December 31, 1996).

               10.1 Credit Agreement dated August 30, 1996, among
               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
               (incorporated  by  reference  to  Exhibit  10.1 to
               Registrant s Quarterly Report on Form 10-Q for the
               quarter ended September 30, 1996).

               10.2 First  Amendment,  dated March  15,  1997, to
               Credit  Agreement  among Devon  Energy Corporation
               (Nevada),   as   Borrower,   the  Registrant,   as
               Guarantor, 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.

               10.3 Devon  Energy  Corporation 1988  Stock Option
               Plan [incorporated by reference to Exhibit 10.4 to
               Registrant's  Registration  Statement on  Form S-4
               (No. 33-23564)].*

               10.4 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).*

               10.5 Severance  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).*

               10.6 Severance  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).*

               10.7 Severance  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).*

               10.8 Severance  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).*

               10.9 Severance  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).*

               10.10     Severance 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).*

               10.11     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).

               10.12     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).

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

               10.14     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

               * Compensatory plans or arrangements.

     (b)  Reports  on Form  8-K -  A Current  Report on  Form 8-K
          dated  January 14,  1997, was  filed by  the Registrant
          regarding  the December  31, 1996,  acquisition of  the
          KMG-NAOS Properties.

<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:   April 21, 1997                  /s/William T. Vaughn
                                        William T. Vaughn
                                        Vice President - Finance

<PAGE>

                        INDEX TO EXHIBITS

                                                                 
                                                                  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  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

          3.1  Registrant's  Certificate  of   Incorporation,  as   #
               amended

          3.2  Registrant's   Certificate    of   Amendment    of   #
               Certificate of Incorporation

          3.3  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
               dated October 16, 1996

          4.4  Second  Amendment  to  Rights   Agreement  between   #
               Registrant and the First National  Bank of Boston,
               dated December 31, 1996

          4.5  Certificate of  Designations  of Series  A  Junior   #
               Participating Preferred Stock of Registrant

          4.6  Certificate of Trust of Devon Financing Trust        #

          4.7  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

          4.8  Indenture dated  as of July  3, 1996,  between the   #
               Registrant and The Bank of New York

          4.9  First Supplemental  Indenture dated as  of July 3,   #
               1996, between the  Registrant and The Bank  of New
               York

          4.10 Form of  6 1/2%  Preferred Convertible  Securities   #
               (included as Exhibit A-1 to Exhibit 4.5 above)

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

          4.12 Preferred  Securities  Guarantee  Agreement  dated   #
               July 3,  1996, between  Registrant, as  Guarantor,
               and The Bank  of New York, as  Preferred Guarantee
               Trustee

          4.13 Stock  Rights and Restrictions  Agreement dated as   #
               of  December  31,  1996,  between  Registrant  and
               Kerr-McGee Corporation

          4.14 Registration Rights Agreement, dated  December 31,   #
               1996,  by and  between  Registrant and  Kerr-McGee
               Corporation

          10.1 Credit  Agreement  dated August  30,  1996,  among   #
               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 First Amendment, dated  March 15, 1997, to  Credit   27
               Agreement   among    Devon   Energy    Corporation
               (Nevada),   as   Borrower,   the  Registrant,   as
               Guarantor, 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

          10.3 Devon Energy Corporation 1988 Stock Option Plan      #

          10.4 Devon Energy Corporation 1993 Stock Option Plan      #

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

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

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

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

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

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

          10.11     Sale  and  Purchase  Agreement   relating  to   #
                    Registrant's San Juan Basin gas properties

          10.12     Second Restatement  of and Amendment  to Sale   #
                    and    Purchase   Agreement    relating    to
                    Registrant's San Juan Basin gas properties

          10.13     Purchase  and  Sale  Agreement between  Union   #
                    Oil Company  of California  and Devon  Energy
                    Corporation (Nevada)

          10.14     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                    38

____________________________________
#  Incorporated by reference.

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