Exhibit 10.13 













            SUPPLEMENTAL RETIREMENT INCOME AGREEMENT OF

                      DEVON ENERGY CORPORATION

                        AND JOHN W. NICHOLS

























                 (Execution Date:  March 26, 1997)




              SUPPLEMENTAL RETIREMENT INCOME AGREEMENT


            THIS SUPPLEMENTAL RETIREMENT INCOME AGREEMENT  by and
  among DEVON ENERGY  CORPORATION (NEVADA), a  Nevada corporation
  ("Devon"), DEVON  ENERGY CORPORATION,  an Oklahoma  corporation
  ("Devon  Energy")  and  JOHN W.  NICHOLS,  an  individual  (the
  "Executive")  dated this 26th day  of March,  1997 (the "Agree-
  ment").

                            WITNESSETH:

            WHEREAS, Devon  and Devon  Energy are herein  collec-
  tively referred  to as the  "Company" and references herein  to
  the Company shall be  applicable to both Devon Energy and Devon
  unless stated to the contrary; and

            WHEREAS,  the  Executive  has  been  an  employee  of
  either the Company or Devon for over 25 years; and

            WHEREAS,  the Executive  has  been  a key  management
  employee  of  Devon  Energy and  Devon,  including  serving  as
  President and Chairman; and

            WHEREAS,  the  Executive  intends  to  retire  as  an
  employee of  the Company  effective  April  30, 1997,  but  the
  Executive agrees to continue  as Chairman of the Board of Devon
  Energy if requested by its Board of Directors ; and

            WHEREAS, the  Company desires to  provide a  "supple-
  mental retirement income" pursuant  to the terms of this Agree-
  ment.

            NOW, THEREFORE,  in consideration  of the  covenants,
  provisions and  other valuable  consideration,  the receipt  of
  which  is hereby  acknowledged by  the  Executive, the  parties
  hereto agree as follows:

            1.   Supplemental  Retirement Income.   The Executive
  will retire as an employee  of the Company effective  April 30,
  1997.   Upon  his  retirement, Devon  Energy  shall pay  to the
  Executive the annual supplemental  retirement income of  $180,-
  000 (the "Supplemental Retirement Income") provided  the Execu-
  tive remains  continuously employed by  either Devon Energy  or
  Devon  until  April  30, 1997.    The  Supplemental  Retirement
  Income will  be paid in  equal monthly installments of  $15,000
  commencing  May 1, 1997 and  continuing thereafter for the life
  of the Executive.

            2.   Death of the  Executive.  Upon the death  of the
  Executive Devon  Energy shall  pay to  the Executive's  spouse,
  Mary D. Nichols, if  then surviving, the annual sum of $100,000
  payable in equal monthly installments of  $8,333, commencing as
  of the 1st day  of the month  following the date of  the Execu-
  tive's  death with  payments  to  continue thereafter  for  her 
  life.  After  the death of the  Executive and his  spouse, Mary
  D. Nichols, no further benefits of  any kind will be paid under
  this Agreement.

            3.   Termination  of Employment  Prior to  April  30,
  1997.   In the event  that the Executive terminates  employment
  for any reason, other  than death or disability, prior to April
  30, 1997, then, neither  the Executive or his spouse shall have
  any  rights  whatsoever in  the Supplemental  Retirement Income
  (or  any other benefit) otherwise paid  pursuant to this Agree-
  ment.

            4.   Restrictions on  Alienation  of  Benefits.    No
  right  or benefit  under this  Agreement  shall  be subject  to
  anticipation,  alienation,  sale,  assignment,  pledge,  encum-
  brance, or  charge, and  any attempt  to anticipate,  alienate,
  sell,  assign, pledge,  encumber, or  charge the  same shall be
  void.   No right or  benefit hereunder shall  in any  manner be
  liable for or subject to  the debts, contracts, liabilities, or
  torts  of the person  entitled to such benefit.   If the Execu-
  tive under this Agreement should become bankrupt or attempt  to
  anticipate,  alienate,  sell,   assign,  pledge,  encumber,  or
  charge any right to a  benefit under this Agreement,  then such
  right or benefit  shall, in the discretion of  the Compensation
  Committee  appointed by  the Board of  Directors of the Company
  (the "Committee"),  be held or applied  for the  benefit of the
  Executive, his  spouse, children, or  other dependents, or  any
  of them, in such manner  and in such portion as  the Committee,
  in its sole and absolute discretion, may deem proper.

            5.   No Trust.   No  action under  this Agreement  by
  the Company, its Board of  Directors or the Committee  shall be
  construed  as creating  a  trust, escrow  or other  secured  or
  segregated fund in favor of  the Executive, his spouse,  or any
  other persons  otherwise entitled  to his Supplemental  Retire-
  ment Income.  The  status of the Executive and his  spouse with
  respect to  any liabilities  assumed by  the Company  hereunder
  shall be  solely those  of unsecured creditors  of the  Company
  and/or  any subsidiary.    Any asset  acquired  or held  by the
  Company  or  any  subsidiary  in  connection  with  liabilities
  assumed by it hereunder,  shall not be deemed to be  held under
  any trust, escrow or other  secured or segregated fund  for the
  benefit of the Executive  or his Beneficiaries or to be securi-
  ty  for the  performance of the  obligations of  the Company or
  any subsidiary, but  shall be, and remain a general, unpledged,
  unrestricted  asset of  the Company  or any  subsidiary  at all
  times subject to the  claims of general creditors of the Compa-
  ny or any subsidiary.

            6.   Withholding  and Other  Employment Taxes.    The
  Company  shall comply  with  all  federal and  state  laws  and
  regulations respecting the  withholding, deposit and payment of
  any income or other taxes  relating to any payments  made under
  this Agreement.


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            7.   Claims Procedure.

                 (a)  The  Committee  shall make  all  determina-
  tions  as  to the  right  of any  person to  benefits.   If any
  request  for  a benefit  is  wholly  or  partially denied,  the
  Committee  shall  notify  the  person  requesting  the  pension
  benefits, in writing, of  such denial, including in such  noti-
  fication the following information:

                 (b)  the  specific reason  or  reasons  for such
            denial;

                 (c)  the  specific  references to  the pertinent
  Agreement provisions upon which the denial is based;

                 (d)  a  description  of any  additional material
  and  information which  may be  needed to  clarify the request,
  including an explanation  of why such information is  required;
  and

                 (e)  an  examination of  this Agreement's review
  procedure with respect to denial of benefits.

  Provided, that  any such notice to  be delivered  to the Execu-
  tive shall be mailed  by certified or registered mail and shall
  be  written to the best of  the Committee's ability in a manner
  that may be understood without legal counsel.

            8.   Review Procedure.   The Executive or his surviv-
  ing  spouse  whose  claim has  been  denied in  accordance with
  Section 7  herein may  appeal to  the Committee  for review  of
  such denial  by making  a written  request  therefor within  60
  days of  receipt  of the  notification  of  such denial.    The
  Executive or his surviving spouse may  examine documents perti-
  nent to  the review  and may  submit to  the Committee  written
  issues  and comments.    Within 60  days  after receipt  of the
  request  for review,  the Committee  shall  communicate to  the
  claimant, in  writing,  its  decision,  and  the  communication
  shall set  forth the  reason or  reasons for  the decision  and
  specific  reference to  those Agreement  provisions upon  which
  the decision is based.

            9.   Records  and  Reports.     The  Committee  shall
  exercise such authority  and responsibility as it deems  appro-
  priate in order to comply with  governmental regulations relat-
  ing  to records of the Executive's  accounts and benefits which
  may be  paid under the Agreement;  and to  notify the Executive
  and Beneficiaries as required.

            10.  Other Committee  Powers and Duties.  The Commit-
  tee shall have such  duties and powers as  may be necessary  to
  discharge  its duties  hereunder, including, but  not by way of
  limitation, the following:


                                -3-


                 (a)  to construe and  interpret the Agreement in
  its  sole and  absolute  discretion,  decide all  questions  of
  eligibility  and  determine  the amount,  manner  and  time  of
  payment of any benefits hereunder;

                 (b)  to prescribe  procedures to  be followed by
  the Executive filing applications for benefits;

                 (c)  to prepare  and distribute,  in such manner
  as  the  Committee determines  to  be  appropriate, information
  explaining the Agreement;

                 (d)  to receive from  the Company  and from  the
  Executive  and  Beneficiaries  such  information  as  shall  be
  necessary for the proper administration of the Agreement;

                 (e)  to furnish the Company, upon  request, such
  reports with respect  to the administration of the Agreement as
  are reasonable and appropriate;

                 (f)  to appoint  and employ  individuals and any
  other agents  it deems advisable,  including legal counsel,  to
  assist  in the administration  of the  Agreement and  to render
  advice with respect to any responsibility of  the Committee, or
  any of its individual members, under the Agreement;

                 (g)  to allocate  among themselves  who shall be
  responsible for  specific duties  and to designate  fiduciaries
  (other  than Committee members)  to carry  out responsibilities
  under the Agreement;  provided that any such allocations  shall
  be reduced  to writing,  signed by  all Committee  members, and
  filed in a permanent Committee minute book; and

                 (h)  to  maintain continuing  review of applica-
  ble laws, implementing regulations thereto  and suggest changes
  and modifications  to the  Company in  connection with  delega-
  tions of responsibility, as appropriate, and  amendments to the
  Agreement.

            11.  Rules and  Decisions.   The Committee may  adopt
  such rules  as it deems  necessary, desirable, or  appropriate.
  When  making  a determination  or  calculation,  the  Committee
  shall  be  entitled to  rely  upon information  furnished by  a
  Executive, the Company or the legal counsel of the Company.

            12.  Committee Procedures.  The Committee may act  at
  a  meeting or  in  writing without  a  meeting.   The Committee
  shall have a chairman, and appoint a secretary, who may  or may
  not be a  Committee member.  The secretary  shall keep a record
  of  all  meetings in  a  permanent  Committee  minute book  and
  forward  all necessary  communications  to  the Company.    The
  Committee  may adopt  such bylaws  and regulations as  it deems
  desirable  for the  conduct of its  affairs.   All decisions of
  the Committee shall  be made  by the vote  of the majority  in-


                                -4- 


  cluding  actions in  writing taken without  a meeting.   A dis-
  senting Committee  member who, within  a reasonable time  after
  he has knowledge of any  action or failure to act by the major-
  ity, registers his dissent  in writing  delivered to the  other
  Committee members,  to the extent permitted  by law,  shall not
  be responsible for any such action or failure to act.

            13.  Assumption  of  Agreement.    The  Company  will
  require  any successor  (whether direct  or  indirect, by  pur-
  chase, merger, consolidation  or otherwise) to all or  substan-
  tially all  of the  business and/or  assets of  the Company  to
  expressly assume  and agree  to perform  the Company's  obliga-
  tions under  this Agreement in the same manner  and to the same
  extent that  the Company  would be  required to  perform if  no
  such succession had taken place.

            14.  Joint Obligations.   For purposes of this Agree-
  ment, Devon  Energy and  Devon  shall  have joint  and  several
  liabilities for all obligations hereunder. 

            15.  Miscellaneous.

                 15.1  Governing Law.   This  Agreement shall  be
  governed by  and construed in accordance  with the  laws of the
  State of Oklahoma, without reference to  principles of conflict
  of laws.

                 15.2  Headings.  The  captions of this Agreement
  are  not part of the provisions hereof  and shall have no force
  and effect.

                 15.3  Taxes.    The Executive  acknowledges that
  the payments  and benefits  to which  he is  entitled to  under
  this  Agreement  will  be includable  in  his  taxable  income.
  Accordingly, Executive  agrees (i)  to pay  all required  taxes
  attributable  to such payments and  benefits and  (ii) that the
  Company may,  if required, withhold  all applicable taxes  from
  such payments and benefits. 

                 15.4  Amendment.   This  Agreement  may  not  be
  amended or modified otherwise than  by a written agreement  ex-
  ecuted by  the parties hereto  or their respective heirs,  suc-
  cessors, assigns or the legal representatives, as the  case may
  be.

                 15.5  Notices.  All notices  and other  communi-
  cations  hereunder shall  be in writing  and shall  be given by
  hand delivery to the  other party or by registered or certified
  mail, return receipt  requested, postage prepaid, addressed  as
  follows:


                                -5- 



                 If to Executive:

                 John W. Nichols
                 7300 Nichols Road
                 Oklahoma City, Oklahoma  73120

                 If to the Company:

                 Devon Energy Corporation
                 20 N. Broadway, Suite 1500 
                 Oklahoma City, Oklahoma 73102-8204

                 Attention: J. Larry Nichols
                            President and 
                            Chief Executive Officer

  or such other address as  either party shall have  furnished to
  the other  in writing  in  accordance  herewith.   Notices  and
  communications  shall be  effective when  actually received  by
  the addressee.

                 15.6  Severability.  The invalidity or  enforce-
  ability  of any provision  of this  Agreement shall  not affect
  the validity or  enforceability of any other provision  of this
  Agreement.

                 15.7  No  Waiver.  The Company's or the Executi-
  ve's  failure to insist upon strict  compliance with any provi-
  sion hereof shall not  be deemed to be a waiver of  such provi-
  sion or any other provision hereof.

                 15.8  Entire  Agreement.   This  Agreement  con-
  tains the  entire understanding  of the  Company and  Executive
  with respect to the subject matter hereof.

                 15.9   Binding  Effect.   This  Agreement  shall
  inure to  the  benefit of  and  be  binding upon  the  Company,
  Executive,  their  respective  heirs,  successors,  assigns  or
  legal representatives, as the case may be.

            IN WITNESS WHEREOF,  Executive has  hereunto set  his
  hand  and, pursuant  to  the authorization  from its  Board  of
  Directors, the Company has caused these presents to  be execut-
  ed in its name  on its behalf, all as of the day and year first
  above written.

            EXECUTED the date and year first above written.

                                   DEVON  ENERGY  CORPORATION, an
                                   Oklahoma corporation



  By:_____________________________


                                -6- 



                                     J.  Larry Nichols, President
                                     and Chief Executive Officer

                                             "COMPANY"



  APPROVED THIS 26TH DAY OF
  MARCH, 1997


  BOARD OF DIRECTORS OF
  DEVON ENERGY CORPORATION


  By_______________________________
    David Gavrin, Chairman of
    Compensation Committee


                                   DEVON ENERGY CORPORATION
                                   (NEVADA), a Nevada corporation



  By:_____________________________
                                     J. Larry Nichols, President
                                     and Chief Executive Officer

                                                "DEVON"



                                   ____________________________
                                   John W. Nichols

                                            "EXECUTIVE"









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