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 September 30, 1998

                               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 November 9, 1998, was 32,319,897.

                      1 of 34 total pages
              (Exhibit Index is found at page 32)
<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, 1998      4
          (Unaudited) and December 31, 1997

          Consolidated Statements of Operations (Unaudited),     5
          For the Three Months and  Nine Months Ended
          September 30, 1998 and 1997

          Consolidated Statements of Comprehensive Operations    6
          (Unaudited), For the Three Months and Nine Months Ended
          September 30, 1998 and 1997

          Consolidated Statements of Cash Flows (Unaudited),     7
          For the Nine Months Ended September 30, 1998 and 1997

          Notes to Consolidated Financial Statements.            8

        Item 2. Management's Discussion and Analysis of          15
                Financial Condition and Results of Operations.

    Part II. Other Information

        Item 6. Exhibits and Reports on Form  8-K                26





                                2

<PAGE>
                    DEVON ENERGY CORPORATION















                 Part I.  Financial Information
           Item 1.  Consolidated Financial Statements
                  September 30, 1998 and 1997















         (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,
                                             1998          1997
                                                (Unaudited)
Assets
Current assets:
  <S>                                <C>                 <C>
  Cash and cash equivalents          $     7,150,368     42,064,344
  Accounts receivable                     39,960,269     47,507,805
  Inventories                              2,340,942      2,422,822
  Prepaid expenses                         1,183,241        799,923
  Deferred income taxes                      434,000        434,000

    Total current assets                  51,068,820     93,228,894

Property and equipment, at cost,
 based on the full cost method of
 accounting for oil and gas properties 1,231,195,602  1,103,320,502
  Less: Accumulated depreciation,
    depletion and amortization           558,754,200    365,517,722

                                         672,441,402    737,802,780
Other assets                              13,839,177     15,371,368

    Total assets                      $  737,349,399    846,403,042

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable:
    Trade                                 14,185,878      9,628,890
    Revenues and royalties due to others   6,619,286     11,531,296
  Income taxes payable                             -      4,901,940
  Accrued expenses                         2,818,132      4,750,699

    Total current liabilities             23,623,296     30,812,825

Revenues and royalties due to others       2,969,891      2,862,794
Other liabilities                         24,343,111     18,177,130
Deferred income taxes                     67,588,000    101,474,000

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
    32,319,894 in 1998 and 32,318,895
    in 1997                                3,231,990      3,231,890
  Additional paid-in capital             392,937,092    392,919,170
  Retained earnings                       79,768,927    149,946,232
  Accumulated other comprehensive
    earnings (loss) - foreign currency
    translation adjustments              (6,612,908)     (2,520,999)

    Total stockholders' equity           469,325,101    543,576,293

    Total liabilities and stockholders'
      equity                         $   737,349,399    846,403,042

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,
                                      1998         1997        1998          1997

Revenues
  <S>                           <C>             <C>          <C>          <C>
  Oil sales                     $  19,905,958   31,267,250   65,470,104   100,857,256
  Gas sales                        32,491,082   34,044,149  102,769,643   107,458,126
  Natural gas liquids sales         3,132,210    5,206,135   11,120,619    16,534,020
  Other                             1,542,930    2,342,969    5,145,988     5,562,529

      Total revenues               57,072,180   72,860,503  184,506,354   230,411,931

Costs and expenses
  Lease operating expenses         18,193,654   15,814,690   55,305,723    46,155,611
  Production taxes                  3,247,024    4,109,654    9,786,223    13,165,045
  Depreciation, depletion and
    amortization                   23,173,694   20,246,574   68,197,427    60,388,870
  General and administrative
    expenses                        3,166,842    2,992,104    9,907,254     9,228,599
  Interest expense                    133,234       90,146      183,973       249,184
  Distributions on preferred
    securities of subsidiary trust  2,429,374    2,429,375    7,288,125     7,288,126
  Reduction of carrying value of
    oil and gas properties
    (Note 3)                      126,900,000            -  126,900,000             -

      Total costs and expenses    177,243,822   45,682,543  277,568,725   136,475,435

Earnings (loss) before income
  taxes                          (120,171,642)  27,177,960  (93,062,371)   93,936,496

Income tax expense (benefit) (Note 3)
  Current                             846,000    5,546,000    5,482,000    14,091,000
  Deferred                        (37,932,000)   5,326,000  (33,215,000)   23,484,000

    Total income tax expense
      (benefit)                   (37,086,000)  10,872,000  (27,733,000)   37,575,000

Net earnings (loss)            $  (83,085,642)  16,305,960  (65,329,371)   56,361,496

Net earnings (loss) per average
  common share outstanding (Note 2):
        Basic                        $  (2.57)        0.51        (2.02)         1.75

        Diluted                         (2.57)        0.47        (2.02)         1.62

Weighted average common shares
  outstanding                      32,319,894   32,235,002   32,319,543    32,181,077



See accompanying notes to consolidated financial statements.
</TABLE>
                                     5
<PAGE>
<TABLE>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
      Consolidated Statements of Comprehensive Operations
                           (Unaudited)
<CAPTION>

                                               Three Months                 Nine Months
                                            Ended September 30,         Ended September 30,
                                             1998         1997           1998         1997

<S>                                     <C>            <C>           <C>           <C>
Net earnings (loss)                     $(83,085,642)  16,305,960    (65,329,371)  56,361,496

Other comprehensive earnings (loss) -
  foreign currency translation
  adjustments (Note 1)                    (2,523,936)       5,819     (4,091,909)    (444,979)

Comprehensive earnings (loss)           $(85,609,578)  16,311,779    (69,421,280)  55,916,517






See accompanying notes to consolidated financial statements.
</TABLE>
                                    6
<PAGE>
<TABLE>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Cash Flows
                           (Unaudited)
<CAPTION>

                                                                 Nine Months
                                                             Ended September 30,
                                                             1998           1997

Cash flows from operating activities
  <S>                                                  <C>               <C>
  Net earnings (loss)                                  $ (65,329,371)    56,361,496
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation, depletion and amortization            68,197,427     60,388,870
     (Gain) loss on sale of assets                          (133,663)      (155,040)
     Deferred income taxes (benefit)                     (33,215,000)    23,484,000
     Reduction of carrying value of oil and gas
        properties                                       126,900,000              -
     Changes in assets and liabilities:
       (Increase) decrease in:
         Accounts receivable                               7,464,975    (12,138,238)
         Inventories                                          50,185        (73,883)
         Prepaid expenses                                   (626,579)      (568,739)
         Other assets                                        516,376       (767,123)
       Increase (decrease) in:
         Accounts payable                                  1,087,828      8,444,761
         Income taxes payable                             (5,150,940)    (4,705,447)
         Accrued expenses                                 (1,921,585)    (1,173,599)
         Revenues and royalties due to others                107,097       (196,312)
         Long-term  other liabilities                        418,416         49,298

         Net cash provided by operating activities        98,365,166    128,950,044

Cash flows from investing activities
   Proceeds from sale of property and equipment            7,995,880      1,436,610
   Capital expenditures                                 (141,913,247)   (91,418,731)
   (Increase)  decrease in other assets                       60,830     (2,700,941)

         Net cash used in investing activities          (133,856,537)   (92,683,062)

Cash flows from financing activities
    Proceeds from borrowings on revolving lines of credit          -      1,847,750
    Principal payments on revolving lines of credit                -     (9,843,750)
    Issuance of common stock                                  18,022      3,115,223
    Dividends paid on common stock                        (4,847,934)    (4,828,709)
    Increase in long-term other liabilities                5,976,550      2,020,566

         Net cash provided (used) by financing activities  1,146,638     (7,688,920)

Effect of exchange rate changes on cash                     (569,243)       (31,746)

Net increase (decrease) in cash and cash equivalents     (34,913,976)    28,546,316

Cash and cash equivalents at beginning of period          42,064,344      9,401,350

Cash and cash equivalents at end of period           $     7,150,368     37,947,666

See accompanying notes to consolidated financial statements.
</TABLE>
                                          7
<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 1997 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, 1998,  and  the
results  of their operations and their cash flows for  the  three
month and nine month periods ended September 30, 1998 and 1997.

Comprehensive Earnings (Loss) - Foreign Currency Translation
Adjustments

    Devon adopted Statement of Financial Accounting Standards No.
130,  "Reporting Comprehensive Income," on January 1, 1998.  SFAS
No.  130  was effective for fiscal years beginning after December
15,  1997.  SFAS No. 130 established standards for reporting  and
display of "comprehensive income" and its components in a set  of
financial  statements.   It requires  that  all  items  that  are
required   to   be  recognized  under  accounting  standards   as
components  of  comprehensive income be reported in  a  financial
statement  that  is displayed with the same prominence  as  other
financial statements.  Devon has included such a statement in the
accompanying consolidated financial statements.

     Devon  owns  certain oil and gas properties in Canada.   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 in  the  consolidated
statements  of  comprehensive operations, and  accumulated  in  a
separate  component of stockholders' equity in  the  consolidated
balance sheets.  The amounts reported have no related income  tax
expense or benefit.

Reclassifications

     Certain  items  in the 1997 consolidated statement  of  cash
flows  have  been  reclassified  to  correspond  with  the   1998
presentation.
                                     8
<PAGE>
2.  Earnings Per Share

     The  diluted loss per share calculations for the three month
and  nine month periods ended September 30, 1998, produce results
that are anti-dilutive.  (For the three month period, the diluted
calculation  reduced the net loss by $1.5 million  and  increased
the  common  shares outstanding by 5.2 million shares.   For  the
nine  month period, the diluted calculation reduced the net  loss
by  $4.5  million and increased the common shares outstanding  by
5.2  million shares.  These 1998 changes were caused by the  same
factors  as,  and  were  similar in  amounts  to,  those  in  the
following  tables for the 1997 periods.)  Therefore, the  diluted
loss  per  share  amounts  for  such  periods  reported  in   the
accompanying consolidated statements of operations are  the  same
as the basic loss per share amounts.

     The  following tables reconcile the net earnings and  common
shares  outstanding used in the calculations of basic and diluted
earnings  per  share for the three month and nine  month  periods
ended September 30, 1997.
<TABLE>
<CAPTION>
                                                                               Net
                                                                            Earnings
                                                      Net         Common     (Loss)
                                                    Earnings      Shares       Per
                                                     (Loss)     Outstanding   Share

    Three Months Ended September 30, 1997:

     <S>                                           <C>           <C>          <C>
     Basic earnings per share                      $16,305,960   32,235,002   $0.51

     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)     1,506,489   4,901,507

       Potential common shares issuable upon the
       exercise of outstanding stock options                 -     474,919

     Diluted earnings per share                    $17,812,449  37,611,428    $0.47

    Nine Months Ended September 30, 1997:

     Basic earnings per share                      $56,361,496  32,181,077    $1.75

     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 $2,889,000)   4,519,466   4,901,507

       Potential common shares issuable upon the
       exercise of outstanding stock options                 -     409,602

     Diluted earnings per share                    $60,880,962  37,492,186    $1.62
</TABLE>
                                    9
<PAGE>
3.   Reduction of Carrying Value of Oil and Gas Properties
    
     Under the full cost method of accounting, the net book value
of  oil  and gas properties, less related deferred income  taxes,
may not exceed a calculated ceiling.  The ceiling limitation is
the  discounted  estimated  after-tax future  net  revenues  from
proved oil and gas properties.  The ceiling is imposed separately
by  country.  In calculating future net revenues, current  prices
and costs are generally held constant indefinitely.  The net book
value,  less deferred tax liabilities, is compared to the ceiling
on  a  quarterly and annual basis.  Any excess of  the  net  book
value, less deferred taxes, is  written off as an expense.

     At  December 31, 1997, Devon's net book value of oil and gas
properties  less  deferred taxes was well  below  the  calculated
ceiling.  This excess "cushion" was $146 million for Devon's U.S.
properties  and  $18 million for its Canadian  properties.   From
December  31, 1997, to September 30, 1998, the Texas  Gulf  Coast
gas price decreased approximately 35% and the price of West Texas
Intermediate crude oil decreased approximately 13%.  As a result,
as  of  September  30,  1998,  the book  value  of  Devon's  U.S.
properties,  less deferred taxes, exceeded the full cost  ceiling
by approximately $88 million.  (Devon's Canadian properties had a
full  cost  cushion of approximately $8 million at September  30,
1998.)   Accordingly, the carrying value of Devon's domestic  oil
and  gas  properties was reduced by $126.9 million in  the  third
quarter  of  1998.   This  reduction was partially  offset  by  a
deferred income tax benefit of $38.9 million, resulting in a  net
effect of $88 million.

4.   Pending Merger
    
     On  June  29, 1998, Devon announced its intention  to  issue
approximately  15.5  million  common  shares  in  a  merger  with
Northstar   Energy   Corporation   ("Northstar"),   a    Canadian
independent  oil  and  gas producer.  The merger  is  subject  to
approval by the shareholders of both companies as well as certain
regulatory  and  court  approvals.  If approved,  the  merger  is
expected  to be consummated in the fourth quarter of  1998.   The
merger  is  anticipated to be accounted for under the pooling-of-
interests   method  of  accounting  for  business   combinations.
Therefore,  upon  consummation of the merger, Devon's  previously
reported  financial  results would be  adjusted  to  combine  its
results with those of Northstar and its predecessors.

     Northstar's  proved oil and gas reserves, all of  which  are
located  in Canada, totaled 128 million barrels of oil equivalent
at  December 31, 1997.  These barrels included 6 million  barrels
of  oil  equivalent owned through Northstar's share of an  entity
accounted for under the equity method of accounting.

     Devon filed a definitive proxy statement regarding this 
pending merger on November 6, 1998.  Such proxy includes a 
description of the terms of the merger and other information
about both companies.  The proxy can be accessed through the 
Securities and Exchange Commission's EDGAR system, or at Devon's
web site at http://devonenergy.com.

                           10
<PAGE>

     Following  is  Devon's unaudited pro forma combined  balance
sheet  as  of  September 30, 1998, assuming that the  merger  was
consummated on such date.
<TABLE>
           UNAUDITED PRO FORMA COMBINED BALANCE SHEET
                       September 30, 1998
                         (In Thousands)
<CAPTION>
                                                               Merger           Devon-
                                                              Related          Northstar
                                                             Pro Forma         Pro Forma
                                        Devon    Northstar  Adjustments         Combined
Assets:
  <S>                               <C>            <C>        <C>             <C>
<FN>
  Current assets                    $   51,069     63,695     (13,000) (a)    $  101,764
  Oil and gas properties, net          651,441    308,936                        960,377
  Other property and equipment, net     21,000      4,773                         25,773
<FN>
  Deferred income taxes                      -     53,553     (53,553) (b)             -
  Other assets, net                     13,839      1,645                         15,484

       Total assets                   $737,349   $432,602    $(66,553)        $1,103,398

Liabilities:
  Current liabilities                   23,623     62,815                         86,438
  Revenues and royalties due to others   2,970      6,218                          9,188
  Other liabilities                     24,343          -                         24,343
  Long-term debt                             -    303,517                        303,517
<FN>
  Deferred income taxes                 67,588          -     (53,553) (b)        14,035
  Company-obligated mandatorily
     redeemable convertible preferred
     securities of subsidiary trust
     holding solely 6.5% convertible
     junior subordinated debentures
     of Devon Energy Corporation       149,500          -                        149,500

Stockholders' equity:
  Preferred stock                            -          -                              -
<FN>
  Common stock                           3,232          -       1,554  (c)         4,786
<FN>
  Additional paid-in capital           392,937    397,178      (1,554) (c)       788,561
<FN>
  Retained earnings (deficit)           79,769   (316,760)    (13,000) (a)      (249,991)
  Accumulated other comprehensive
     earnings (loss) - foreign currency
     translation adjustments            (6,613)   (20,366)                       (26,979)

       Total stockholders' equity      469,325     60,052    (13,000)            516,377

       Total liabilities and
         stockholders' equity         $737,349   $432,602   $(66,553)         $1,103,398

     Following  is  a  description of the pro  forma  adjustments
included in the above unaudited pro forma combined balance  sheet
as of September 30, 1998:
<FN>
     (a)  To record the payment of estimated business combination
        costs of $13 million, representing primarily professional and
        advisory fees directly related to the merger.  These one-time
        business combination costs are not reflected in the following
        unaudited pro forma statements of operations since they are non-
        recurring in nature.  These costs will be expensed by Devon in
        the quarter in which the merger is consummated.
                                  11
<PAGE>
<FN>
     (b)   To  reclassify Northstar's deferred tax assets against
        Devon's deferred tax liabilities.

<FN>
     (c)   To record the issuance of 15,542,618 shares, par value
        $0.10, of Devon common stock in exchange for all 68,469,685
        shares of Northstar common shares outstanding on September 30,
        1998, based upon an exchange ratio which is indirectly equivalent
        to 0.227 shares of Devon common stock for each Northstar common
        share and assuming all exchangeable shares are exchanged for
        Devon common stock on such basis.
</TABLE>
                                      12
<PAGE>

    Following are Devon's unaudited pro forma combined statements
of  operations for the nine months ended September 30,  1998  and
1997,  assuming  that the merger was consummated  on  January  1,
1997.
<TABLE>

      UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
      For the Nine Months Ended September 30, 1998 and 1997
             (In Thousands, Except  Per Share Data)
<CAPTION>
                                
                                                 Nine Months Ended             Nine Months Ended
                                                 September 30, 1998            September 30, 1997
                                                                  Devon-                         Devon-
                                                                 Northstar                      Northstar
                                                                 Pro Forma                      Pro Forma
                                              Devon   Northstar  Combined    Devon    Northstar  Combined

Revenues:
   <S>                                       <C>        <C>      <C>        <C>        <C>      <C>
   Oil sales                                 $ 65,470   45,931   $111,401   $100,857   53,016   $153,873
   Gas  sales                                 102,770   54,524    157,294    107,458   44,413    151,871
   Natural gas liquids sales                   11,120    2,469     13,589     16,534    1,380     17,914
   Other                                        5,146   10,652     15,798      5,563   37,176     42,739

     Total  revenues                          184,506  113,576    298,082    230,412  135,985    366,397

Costs and expenses:
   Lease  operating expenses                   55,306   30,492     85,798      46,156  24,711     70,867
   Production taxes                             9,786    1,030     10,816      13,165     803     13,968
  Depreciation, depletion and
     amortization                              68,197   24,716     92,913      60,389  55,751    116,140
   General and administrative expenses          9,907    7,773     17,680       9,229   9,564     18,793
   Interest expense                               184   16,160     16,344         249  10,192     10,441
  Deferred effect of changes in foreign
     currency  exchange on  long-term debt          -   15,433     15,433           -     406        406
  Distributions on preferred securities of
     subsidiary trust                           7,288        -      7,288       7,288       -      7,288
  Reduction of carrying value of oil and
       gas  properties                        126,900        -    126,900           -       -          -

     Total  costs and expenses                277,568   95,604    373,172     136,476 101,427    237,903

Earnings  (loss)  before income taxes         (93,062)  17,972    (75,090)     93,936  34,558    128,494

Income tax expense (benefit):
   Current                                      5,482    1,032      6,514      14,091   1,465     15,556
   Deferred                                   (33,215)   8,408    (24,807)     23,484  15,414     38,898

    Total income tax  expense (benefit)       (27,733)   9,440    (18,293)     37,575  16,879     54,454

Net  earnings (loss)                         $(65,329) $ 8,532   $(56,797)   $ 56,361 $17,679   $ 74,040

Net earnings (loss) per average common share
  outstanding:
   Basic                                      $(2.02)               (1.19)       $1.75              1.58
   Diluted                                    $(2.02)               (1.19)       $1.62              1.49
Weighted average common shares
   Outstanding - basic                        32,320               47,816       32,181            46,925
</TABLE>
                                        13
<PAGE>

   Following are Devon's unaudited pro forma combined production,
average  price and other data for the nine months ended September
30,  1998  and 1997, assuming that the merger was consummated  on
January 1, 1997.
<TABLE>
<CAPTION>
                                
                                         Nine Months Ended             Nine Months Ended
                                         September 30, 1998            September 30, 1997
                                                         Devon-                        Devon-
                                                        Northstar                     Northstar
                                                        Pro Forma                     Pro Forma
                                     Devon   Northstar  Combined   Devon   Northstar  Combined

Production:
   <S>                                <C>       <C>       <C>       <C>       <C>      <C>
   Oil  (thousand barrels)            5,044     4,006     9,050     5,218     3,362    8,580
   Gas  (thousand Mcf)               54,983    45,529   100,512    52,063    35,233   87,296
   NGLSs (thousand barrels)           1,180       368     1,548     1,215       126    1,341
   Thousand Boe                      15,387    11,962    27,349    15,111     9,360   24,471

Average prices:
  Oil (per barrel)                   $12.98     11.47     12.31     19.33     15.77    17.93
  Gas (per Mcf)                        1.87      1.20      1.56      2.06      1.26     1.74
  NGLs (per barrel)                    9.43      6.71      8.78     13.61     10.95    13.36
  Per Boe                             11.66      8.60     10.32     14.88     10.56    13.23

Costs per Boe:
  Operating costs                      4.23      2.64      3.53      3.93      2.73     3.47
  Depreciation, depletion and
    amortization of oil and gas
    properties                         4.29      1.99      3.28      3.86      5.86     4.62
  General and administrative expenses  0.64      0.65      0.65      0.61      1.02     0.77

</TABLE>
                                        14
<PAGE>

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 month and nine month periods
ended  September 30, 1998, compared to the three month  and  nine
month   periods  ended  September  30,  1997,  and  in  financial
condition  since December 31, 1997.  It is presumed that  readers
have read or have access to Devon's 1997 annual report on Form 10-
K.

Overview

     Production for the third quarter of 1998 totaled 5.1 million
barrels of oil equivalent ("Boe") of oil, natural gas and natural
gas  liquids  ("NGL").  This was level with the 5.1  million  Boe
produced  in 1997's third quarter.  However, due to significantly
lower  oil, gas and NGL prices, 1998's third quarter revenues  of
$57.1 million were down 22% compared to the comparable 1997 total
revenues of $72.9 million.  Low prices in existence at the end of
the  1998 quarter also led to an $88 million non-cash net  charge
from  a  full  cost ceiling reduction of oil and gas  properties.
This  charge resulted in an $83.1 million net loss, or $2.57  per
share,  in the third quarter.  Excluding the $88 million  charge,
1998's  third  quarter would have produced net earnings  of  $4.9
million,  or $0.15 per share.  Net earnings and net earnings  per
share  in the third quarter of 1997 were $16.3 million and $0.51,
respectively.

     Production  for the first nine months of 1998  totaled  15.4
million Boe.  This was an increase of 2% above the production  in
1997's  comparable period.  However, average  oil,  gas  and  NGL
prices  in the 1998 period were significantly lower than  in  the
1997  period.   These  lower prices led to  a  20%  reduction  in
revenues, from $230.4 million in the first nine months of 1997 to
$184.5  million in the first nine months of 1998.  The previously
mentioned $88 million non-cash full cost charge resulted in a net
loss  of  $65.3  million, or $2.02 per share, in the  first  nine
months  of  1998.   Excluding the full cost writedown,  the  1998
period would have yielded net earnings of $22.7 million, or $0.70
per  share, compared to net earnings of $56.4 million,  or  $1.75
per share, in the first nine months of 1997.

                            15
<PAGE>

Results of Operations

     Total revenues decreased $15.8 million, or 22%, in the third
quarter  of  1998, and $45.9 million, or 20%, in the  first  nine
months of 1998.  These decreases were caused by reductions in the
average  prices of oil, gas and NGL.  Combined oil, gas  and  NGL
revenues decreased $15.0 million, or 21%, in the third quarter of
1998,  and  $45.5 million, or 20%, in the year-to-date period  of
1998.  The relative contributions of production and price changes
to  the  quarterly and year-to-date comparisons of  revenues  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               Nine Months Ended
                                             September 30,                    September 30,
                                     1998          1997    Change      1998        1997     Change
    Production
     <S>                           <C>          <C>          <C>     <C>         <C>         <C>
     Oil (Bbls)                    1,646,874    1,725,020    -5%     5,043,918   5,218,472   -3%
     Gas (Mcf)                    18,365,321   17,730,418    +4%    54,983,272  52,062,741   +6%
     NGL (Bbls)                      377,193      414,446    -9%     1,179,691   1,214,944   -3%
     Oil, Gas and
<FN>
       NGL (Boe)1                  5,084,954     5,094,536   - %    15,387,488  15,110,540   +2%

    Revenues
      Oil                        $19,905,958    31,267,250  -36%    65,470,104 100,857,256  -35%
      Gas                         32,491,082    34,044,149   -5%   102,769,643 107,458,126   -4%
      NGL                          3,132,210     5,206,135  -40%    11,120,619  16,534,020  -33%

      Combined                  $ 55,529,250    70,517,534  -21%   179,360,366 224,849,402  -20%

    Average Prices
      Oil (Per Bbl)                   $12.09         18.13  -33%         12.98       19.33  -33%
      Gas (Per Mcf)                   $ 1.77          1.92   -8%          1.87        2.06   -9%
      NGL (Per Bbl)                   $ 8.30         12.56  -34%          9.43       13.61  -31%
      Oil, Gas and NGL
<FN>
       (Per Boe)1                     $10.92         13.84  -21%         11.66       14.88  -22%
<CAPTION>

                                                              Domestic
                                           Three Months Ended              Nine Months Ended
                                              September 30,                   September 30,
                                     1998         1997    Change       1998         1997   Change

    Production
     Oil (Bbls)                   1,387,458    1,503,734    -8%      4,293,940   4,520,756  -5%
     Gas (Mcf)                   16,751,561   15,662,465    +7%     49,352,426  45,761,290  +8%
     NGL (Bbls)                     342,138      372,322    -8%      1,073,617   1,091,316  -2%
     Oil, Gas and
<FN>
        NGL  (Boe)1               4,521,522    4,486,467    +1%     13,592,962  13,238,954  +3%

    Revenues
      Oil                       $16,652,491   27,297,108   -39%     55,719,056  87,513,250 -36%
      Gas                        30,350,695   31,524,367    -4%     95,428,163  98,843,718  -3%
      NGL                         2,808,125    4,617,201   -39%      9,807,798  14,598,360 -33%

      Combined                  $49,811,311   63,438,676   -21%    160,955,017 200,955,328 -20%

    Average Prices
      Oil (Per Bbl)                  $12.00        18.15   -34%          12.98       19.36 -33%
      Gas (Per Mcf)                  $ 1.81         2.01   -10%           1.93        2.16 -11%
      NGL (Per Bbl)                  $ 8.21        12.40   -34%           9.14       13.38 -32%
      Oil, Gas and NGL
<FN>
       (Per Boe)1                    $11.02        14.14   -22%          11.84       15.18 -22%


                                               16
<PAGE>
<CAPTION>
                                                                Canada
                                          Three Months Ended              Nine Months Ended
                                             September 30,                   September 30,
                                     1998         1997    Change        1998        1997  Change

  Production
      Oil (Bbls)                    259,416      221,286   +17%        749,978     697,716  +7%
      Gas (Mcf)                   1,613,760    2,067,953   -22%      5,630,846   6,301,451 -11%
      NGL (Bbls)                     35,055       42,124   -17%        106,074     123,628 -14%
      Oil, Gas and
<FN>
       NGL (Boe)1                   563,432      608,069    -7%      1,794,526   1,871,586  -4%

  Revenues
      Oil                        $3,253,467    3,970,142   -18%      9,751,048  13,344,006 -27%
      Gas                         2,140,387    2,519,782   -15%      7,341,480   8,614,408 -15%
      NGL                           324,085      588,934   -45%      1,312,821   1,935,660 -32%

      Combined                   $5,717,939    7,078,858   -19%     18,405,349  23,894,074 -23%

  Average Prices
      Oil (Per Bbl)                  $12.54        17.94   -30%          13.00       19.13 -32%
      Gas (Per Mcf)                  $ 1.33         1.22    +9%           1.30        1.37  -5%
      NGL (Per Bbl)                  $ 9.25        13.98   -34%          12.38       15.66 -21%
      Oil, Gas and NGL
<FN>
       (Per Boe)1                    $10.15        11.64   -13%          10.26       12.77 -20%


<FN>
1    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>

     Oil Revenues.  Oil revenues decreased $11.4 million, or 36%,
in  the third quarter of 1998. A decrease in the average price of
$6.04  per barrel, or 33%, reduced oil revenues by $10.0 million.
The  remaining $1.4 million reduction in oil revenues was  caused
by a 78,000 barrel, or 5%, decrease in production.

      Oil  revenues decreased $35.4 million, or 35%, in the first
nine  months of 1998.  A decrease in the average price  of  $6.35
per  barrel, or 33%, reduced oil revenues by $32.0 million.   The
remaining $3.4 million reduction in oil revenues was caused by  a
175,000 barrel, or 3%, decrease in production.

      Gas Revenues.  Gas revenues decreased $1.6 million, or  5%,
in  the third quarter of 1998. A decrease in the average price of
$0.15  per  Mcf, or 8%, decreased gas revenues by  $2.8  million.
The  effect of lower prices was partially offset by $1.2  million
of  increased gas sales caused by a 0.6 Bcf, or 4%,  increase  in
gas production.

      Devon's coal seam gas properties produced 4.9 Bcf of gas in
the  third  quarter  of 1998 compared to 4.2  Bcf  in  the  third
quarter  of 1997.  During the last two years, Devon has conducted
a program of mechanical improvements at the Northeast Blanco Unit
coal seam gas property.  Such program has caused the majority  of
the  quarterly and year-to-date gains in coal seam gas production
during 1998.  Devon's other domestic properties produced 11.9 Bcf
in  1998's  third  quarter compared to 11.5 Bcf in  1997's  third
quarter.   This  increase was primarily due to new wells  drilled
since the middle of 1997.


                               17
<PAGE>
      The  coal  seam gas properties averaged $1.64  per  Mcf  in
1998's third quarter compared to the average of $1.88 per Mcf  in
1997's  third  quarter.   Devon's other domestic  gas  properties
averaged $1.88 per Mcf in the 1998 quarter compared to $2.06  per
Mcf in the 1997 quarter.

      Gas  revenues decreased $4.7 million, or 4%, in  the  first
nine  months of 1998.  A decrease in the average price  of  $0.19
per  Mcf,  or 9%, reduced gas revenues by $10.7 million.   A  2.9
Bcf, or 6%, increase in gas production offset $6.0 million of the
reduction caused by lower prices.

     Devon's coal seam gas properties produced 15.0 Bcf of gas in
the  first nine months of 1998 compared to 12.8 Bcf in the  first
nine  months of 1997.  Devon's other domestic properties produced
34.4 Bcf in the first nine months of 1998 compared to 33.0 Bcf in
the first nine months of 1997.

      The coal seam gas properties averaged $1.74 per Mcf in  the
1998 year-to-date period compared to the average of $2.00 per Mcf
in  the  1997  year-to-date period.  Devon's other  domestic  gas
properties  averaged $2.02 per Mcf in the first  nine  months  of
1998 compared to $2.22 in the comparable 1997 period.

      NGL Revenues.  NGL revenues decreased $2.1 million, or 40%,
in the third quarter of 1998.  A decrease in the average price of
$4.26  per barrel, or 34%, reduced NGL revenues by $1.6  million.
A  37,000  barrel,  or  9%,  decline  in  production  caused  the
remaining $0.5 million of decrease in NGL revenues.

      NGL  revenues decreased $5.4 million, or 33%, in the  first
nine  months of 1998.  A decrease in the average price  of  $4.18
per  barrel,  or  31%, reduced NGL revenues by  $4.9  million.  A
35,000  barrel, or 3% decline in production caused the  remaining
$0.5 million of decrease in NGL revenues.

     Other  Revenues.  Other revenues decreased $0.8 million,  or
34%, in the third quarter of 1998. This was primarily caused by a
$0.3 million drop in interest income, a $0.1 million reduction to
the  market value of natural gas purchased for secondary recovery
projects,  and  the fact that the third quarter of  1997's  other
income   total   included   several   nonrecurring   items   that
individually  were  each less than $0.1  million,  but  in  total
aggregated  approximately $0.4 million. Other revenues  decreased
$0.4  million, or 7%, in the first nine months of 1998.   A  $0.3
million  increase  in  interest income in the  1998  year-to-date
period was more than offset by $0.7 million of reductions to  the
remaining  sources of other revenues, including those  previously
mentioned  with regard to the change in the third  quarter  other
revenue totals.


                               18
<PAGE>

     Production and Operating Expenses.  Components of production
and operating expenses in the third quarter and first nine months
of  1998 increased or decreased compared to 1997 as shown in  the
tables below.

<TABLE>
<CAPTION>
                                                                  Total
                                          Three Months Ended                 Nine  Months Ended
                                             September 30,                      September 30,
                                    1998          1997      Change      1998          1997      Change
    Expenses
     Recurring operations and
       <S>                      <C>            <C>           <C>     <C>           <C>           <C>
       maintenance expenses     $17,122,615    14,513,305    +18%    51,618,397    43,088,111    +20%
     Well workover expenses      1,1071,039     1,301,385    -18%     3,687,326     3,067,500    +20%
     Production taxes             3,247,024     4,109,654    -21%     9,786,223    13,165,045    -26%

       Total production and
         operating expenses     $21,440,678    19,924,344     +8%    65,091,946    59,320,656    +10%

    Expenses Per Boe
     Recurring operations and
        maintenance  expenses         $3.37          2.85    +18%          3.35          2.85    +18%
      Well  workover expenses          0.21          0.25    -16%          0.24          0.21    +14%
     Production taxes                  0.64          0.81    -21%          0.64          0.87    -26%

       Total production and
          operating  expenses         $4.22          3.91     +8%          4.23          3.93     +8%

<CAPTION>
                                                               Domestic
                                         Three  Months Ended                Nine Months Ended
                                             September 30,                     September 30,
                                    1998          1997      Change      1998          1997      Change
    Expenses
     Recurring operations and
       maintenance expenses     $15,344,888    12,782,991    +20%    46,223,383    38,447,151    +20%
      Well  workover expenses     1,015,035       849,830    +19%     3,500,292     2,410,520    +45%
     Production taxes             3,183,644     4,043,208    -21%     9,589,337    12,961,285    -26%

       Total production and
         operating expenses     $19,543,567    17,676,029    +11%    59,313,0125    3,818,956    +10%

    Expenses Per Boe
     Recurring operations and
        maintenance  expenses         $3.39          2.85    +19%           3.40         2.91    +17%
     Well  workover expenses           0.23          0.19    +21%           0.26         0.18    +44%
     Production taxes                  0.70          0.90    -22%           0.70         0.98    -29%

       Total production and
          operating  expenses         $4.32          3.94    +10%           4.36         4.07     +7%

<CAPTION>
                                                                   Canada
                                            Three Months Ended                Nine Months Ended
                                               September 30,                     September 30,
                                     1998          1997     Change        1998         1997     Change
    Expenses
     Recurring operations and
        maintenance  expenses    $1,777,727     1,730,314     +3%      5,395,014    4,640,960    +16%
     Well workover expenses          56,004       451,555    -88%        187,034      656,980    -72%
     Production taxes                63,380        66,446     -5%        196,886      203,760     -3%

       Total production and
         operating expenses      $1,897,111     2,248,315    -16%      5,778,934    5,501,700     +5%

    Expenses Per Boe
     Recurring operations and
        maintenance  expenses         $3.16          2.85    +11%           3.01         2.48    +21%
     Well workover expenses            0.10          0.74    -86%           0.10         0.35    -71%
     Production taxes                  0.11          0.11     - %           0.11         0.11     - %

       Total production and
          operating  expenses         $3.37          3.70     -9%           3.22         2.94    +10%

NM  - Not a meaningful figure.
</TABLE>
                                    19
<PAGE>

     Recurring operations and maintenance expenses increased $2.6
million, or 18%, in the third quarter of 1998.  Expenses incurred
on  new  wells  and property acquisitions added since  the  third
quarter  of  1997  accounted for $1.1 million  of  the  increase.
Also,  the quarterly portion of estimated annual ad valorem taxes
increased   $0.5   million   in  the  1998   quarter.    However,
approximately  $0.4 million of this increase  is  due  to  timing
differences  between  the periods, as 1997's  annual  ad  valorem
taxes  were  underestimated during the first  three  quarters  of
1997.

      Production  taxes decreased $0.9 million, or  21%,  in  the
third quarter of 1998.  The majority of this decrease was related
to  the  21% decrease in total oil, gas and NGL revenues  in  the
1998 quarter.

     Recurring operations and maintenance expenses increased $8.5
million,  or  20%,  in the first nine months of  1998.   Expenses
incurred on new wells and property acquisitions added since  mid-
1997  accounted  for  $4.7 million of the  increase.   Also,  the
interim  estimates  of  annual ad valorem  taxes  increased  $2.0
million in the first nine months of 1998.  However, approximately
$1.5  million  of  this  increase is due  to  timing  differences
between  the  periods,  as 1997's annual ad  valorem  taxes  were
underestimated during the first nine months of 1997.

      Production  taxes decreased $3.4 million, or  26%,  in  the
first  nine  months of 1998.  The majority of this  decrease  was
related to the 20% decrease in total oil, gas and NGL revenues in
the  1998 period.  Additionally, production taxes dropped in  the
1998  period  due to the benefit of lower rates on certain  Texas
and Wyoming properties that qualified for either lower production
tax rates or as tax-exempt properties.

      Depreciation, Depletion and Amortization Expense  ("DD&A").
Oil and gas property related DD&A increased $2.9 million, or 15%,
from  $19.5 million in the third quarter of 1997 to $22.4 million
in  the third quarter of 1998.  An increase in the DD&A rate from
$3.83  per Boe in 1997's third quarter to $4.41 per Boe in 1998's
third  quarter accounted for all $2.9 million of the increase  in
DD&A expense.

     Oil and gas property related DD&A increased $7.7 million, or
13%, from $58.3 million in the first nine months of 1997 to $66.0
million  in  the first nine months of 1998.  An increase  in  the
DD&A rate from $3.86 per Boe in the first nine months of 1997  to
$4.29 per Boe in the first nine months of 1998 accounted for $6.6
million  of  the  increase in DD&A expense.  The  remaining  $1.1
million  of  increase  was  caused by the  277,000  Boe,  or  2%,
increase in total oil, gas and NGL production in the 1998 period.

           General  and  Administrative  Expenses  ("G&A").   G&A
increased  $0.2  million, or 6%, in the third  quarter  of  1998.
Employee salaries and related overhead costs, including insurance
and  pension expense, increased $0.9 million in the 1998 quarter.
This  increase was due to a combination of compensation increases
and  an  increase in the number of personnel in Devon's  Oklahoma
City   and  Calgary  offices.   Other  G&A  items  that  incurred
significant increases in the 1998 quarter were costs  of  leasing
various   office  equipment  and  data  related  to   exploration
activities,  costs of abandoned acquisitions and legal  expenses.
Each of these three areas increased approximately $0.1 million in
the 1998 quarter.

                               20
<PAGE>

      The  gross  increases in G&A were partially  offset  by  an
increase  in  the  amount  of such costs  that  were  capitalized
pursuant  to  the full cost method of accounting.   Approximately
$1.5  million of costs were capitalized in the third  quarter  of
1998 compared to $0.9 million capitalized in the third quarter of
1997.

      G&A  was  also  reduced 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.   In  the
third  quarter  of  1998,  these  reimbursements  increased  $0.6
million compared to the third quarter of 1997.

     G&A  increased $0.7 million, or 7%, in the first nine months
of 1998.  Employee salaries and related overhead costs, including
insurance and pension expense, increased $2.8 million in the 1998
period.   This  increase was due to a combination of compensation
increases  and an increase in the number of personnel in  Devon's
Oklahoma City and Calgary offices.  Other G&A items that incurred
significant increases in the first nine months of 1998 were costs
of   leasing  various  office  equipment  and  data  related   to
exploration  activities  (up $0.3 million),  costs  of  abandoned
acquisitions  (up  $0.3  million) and  legal  expenses  (up  $0.2
million).

     The  gross  increases  in G&A were partially  offset  by  an
increase  in  the  amount  of such costs  that  were  capitalized
pursuant  to  the full cost method of accounting.   Approximately
$4.4  million of costs were capitalized in the first nine  months
of  1998 compared to $2.7 million capitalized in the same  period
of 1997.

      G&A  was also reduced by a $1.4 million increase in Devon's
overhead  reimbursements received in the  first  nine  months  of
1998.

      Interest  Expense.  Interest expense incurred in the  third
quarters of 1998 and 1997 were comparable and were immaterial  to
the  overall financial results of each period.  Interest  expense
decreased $0.1 million, or 26%, in the first nine months of 1998.
The average debt balance decreased from $1.0 million in the first
nine  months  of 1997 to zero in the first nine months  of  1998.
Interest  expense recorded in the 1998 period consisted primarily
of facility and agency fees paid under the terms of Devon's long-
term credit facilities, offset by $0.2 million of gain recognized
from  a  1996 termination of an interest rate swap.  All of  such
gain was recognized in the first six months of 1998.

     See "Capital Expenditures, Capital Resources and Liquidity -
Capital   Resources  and  Liquidity"  elsewhere  herein   for   a
discussion  of  changes  in Devon's long-term  credit  facilities
during 1998's second quarter.

      Distributions on Preferred Securities of Subsidiary  Trust.
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.  Distributions on the TCP Securities accrue  and  are
paid at the rate of 1.625% per quarter.

     Reduction  of  Carrying  Value of Oil  and  Gas  Properties.
Under  the full cost method of accounting, the net book value  of
oil  and gas properties, less related deferred income taxes,  may
not exceed a calculated "ceiling."  The ceiling limitation is the
discounted  estimated after-tax future net revenues  from  proved
oil  and  gas  properties.  The ceiling is imposed separately  by
country.  In calculating future net revenues, current prices  and
costs  are  generally held constant indefinitely.  The  net  book
value,  less deferred tax liabilities, is compared to the ceiling
on  a  quarterly and annual basis.  Any excess of  the  net  book
value, less deferred taxes, is  written off as an expense.

                                21
<PAGE>

     At  December 31, 1997, Devon's net book value of oil and gas
properties  less  deferred taxes was well  below  the  calculated
ceiling.  This excess "cushion" was $146 million for Devon's U.S.
properties  and  $18 million for its Canadian  properties.   From
December  31, 1997, to September 30, 1998, the Texas  Gulf  Coast
gas price decreased approximately 35% and the price of West Texas
Intermediate crude oil decreased approximately 13%.  As a result,
as  of  September  30,  1998,  the book  value  of  Devon's  U.S.
properties,  less deferred taxes, exceeded the full cost  ceiling
by approximately $88 million.  (Devon's Canadian properties had a
full  cost  cushion of approximately $8 million at September  30,
1998.)   Accordingly, the carrying value of Devon's domestic  oil
and  gas  properties were reduced by $126.9 million in the  third
quarter  of  1998.   This  reduction was partially  offset  by  a
deferred income tax benefit of $38.9 million, resulting in a  net
effect of $88 million.

      Income Taxes.  The estimated effective tax (benefit)  rates
in the third quarter and first nine months of 1998 were (31)% and
(30)%,  respectively,  compared to 40%  estimated  in  the  third
quarter  and  first nine months of 1997.  (However, the  eventual
actual  tax  rate  for  the year 1997 was reduced  to  38%.)   As
discussed  above,  Devon recorded a $126.9 million  reduction  of
carrying value of its oil and gas properties in the third quarter
of 1998.  Approximately $27.2 million of the reduction related to
costs  which  are not deductible for income tax purposes.   These
non-deductible  costs  lowered the benefit  rates  for  the  1998
periods from the normally expected rate of 35%.

       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 as of September 30,  1998,
were   approximately   $2.9  million  of   net   operating   loss
carryforwards.  The carryforwards include federal  net  operating
loss  carryforwards, the majority of which do not begin to expire
until  2007,  and  state  net operating loss  carryforwards  that
expire  primarily between 1999 and 2011.  Devon expects  the  tax
benefits from the net operating loss carryforwards to be utilized
between  1998  and 2001.  Such expectation is based upon  current
estimates  of  taxable  income during  this  period,  considering
limitations  on the annual utilization of these benefits  as  set
forth  by federal tax regulations.  Significant changes  in  such
estimates  caused by variables such as future oil and gas  prices
or  capital  expenditures could alter the timing of the  eventual
utilization  of  such carryforwards.  There can be  no  assurance
that Devon will generate any specific level of continuing taxable
earnings.   However,  management  believes  that  Devon's  future
taxable income will more likely than not be sufficient to utilize
substantially  all  of  its  tax  carryforwards  prior  to  their
expiration.

                              22
<PAGE>

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 55% from $91.4 million in the first nine months of 1997
to   $141.9   million  in  the  first  nine   months   of   1998.
Approximately  $138.9 million was spent in  the  1998  period  on
acquisitions,  exploration and development efforts,  compared  to
$87.7 million spent in the first nine months of 1997.

      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 nine  months
of  1998.  Operating cash flow in the first nine months  of  1998
was  $98.4 million, compared to $129.0 million in the first  nine
months of 1997.  Lower revenues caused by average price declines,
as discussed earlier, were the primary cause for the reduction in
operating cash flow in 1998.

      Devon's operating and financing cash flow in the first nine
months  of  1998,  combined with cash on  hand,  were  more  than
sufficient  to  fund  the period's net capital  expenditures  and
dividend  requirements.  Therefore, Devon  did  not  utilize  its
credit  lines during the period.  On May 15, 1998, Devon  entered
into  a new long-term credit facility with its lenders.  The  new
facility  is an unsecured "balance sheet" facility that  replaced
the  previous unsecured "borrowing base" facility. The amount  of
credit available under the new facility as of September 30, 1998,
was $208 million, which was unchanged from the previous facility.
If  so  desired,  Devon believes its lenders would  increase  its
credit  lines  by  a substantial margin above the  existing  $208
million.   Also,  Devon has a demand facility  for  its  Canadian
operations  which totals $12.5 million in Canadian  dollars.   No
borrowings  were made against either facility  during  the
first  nine months of 1998.  As of November 9, 1998, $10 million
was outstanding against the primary facility, and $6 million 
Canadian was outstanding against the Canadian facility.

      Pending  Merger.   On  June 29, 1998, Devon  announced  its
intention to issue approximately 15.5 million common shares in  a
merger   with  Northstar  Energy  Corporation  ("Northstar"),   a
Canadian independent oil and gas producer.  The merger is subject
to  approval  by the shareholders of both companies  as  well  as
certain regulatory and court approvals.  If approved, the  merger
is expected to be consummated in the fourth quarter of 1998.  The
merger is anticipated to be accounted for under the pooling-of-
interests method of accounting for business combinations.
Therefore,  upon consummation of the merger, Devon's previously
reported financial results would be adjusted to combine its results
with  those  of Northstar and its predecessors.

     Northstar's proved oil and gas reserves, all of  which  are
located  in Canada, totaled 128 million barrels of oil equivalent
at  December 31, 1997.  These barrels included 6 million  barrels
of  oil  equivalent owned through Northstar's share of an  entity
accounted for under the equity method of accounting.

     Devon filed a definitive proxy statement regarding this pending
merger on November 6, 1998.  Such proxy includes a description of the
terms of the merger and other information about both companies.  The
proxy can be accessed through the Securities and Exchange Commission's
EDGAR system, or at Devon's web site at http://devonenergy.com.

                              23
<PAGE>

     Year 2000 Status.  Devon's company-wide Year 2000 Project
("the Project") is proceeding on schedule.  The Project is
addressing the Year 2000 issue caused by computer programs being
written utilizing two digits rather than four to define an
applicable year.  As a result, Devon's computer equipment,
software (all of which is externally developed), and devices with
embedded technology that are time sensitive may misinterpret the
actual date beginning on January 1, 2000.  This could result in a
system failure or miscalculations causing disruptions of
operations, including, but not limited to, a temporary inability
to process transactions.

     Devon has undertaken various initiatives intended to ensure
that its computer equipment and software will function properly
with respect to dates in the Year 2000 and thereafter.  In
planning and developing the Project, Devon has considered both
its information technology ("IT") and its non-IT systems.  The
term "computer equipment and software" includes systems that are
commonly thought of as IT systems, including accounting, data
processing, telephone systems, scanning equipment, and other
miscellaneous systems.  Those items not to be considered as IT
technology include alarm systems, fax machines, monitors for
field operations, or other miscellaneous systems.  Both IT and
non-IT systems may contain embedded technology, which complicates
Devon's Year 2000 identification, assessment, remediation, and
testing efforts.  Based upon its identification and assessment
efforts to date, Devon is in the process of replacing the
computer equipment and software it currently uses to become Year
2000 compliant.  In addition, in the ordinary course of replacing
computer equipment and software, Devon plans to obtain
replacements that are in compliance with Year 2000.

     Devon has also mailed letters to its significant vendors and
service providers and has verbally communicated with many
strategic customers to determine the extent to which interfaces
with such entities are vulnerable to Year 2000 issues and whether
the products and services purchased from or by such entities are
Year 2000 compliant.  Devon has received a favorable response
from such third parties and it is anticipated that their
significant Year 2000 issues will be addressed on a timely basis.

     With regard to IT, non-IT systems and communications with
third parties, Devon anticipates that the Project will be
completed by June 30, 1999.

     As noted above, Devon is in the process of replacing certain
computer equipment and software because of the Year 2000 issue.
Devon estimates that the total cost of such replacements will
approximate $0.3 million.  Substantially all of the personnel
being used on the Project are existing Devon employees.
Therefore, the labor costs of its Year 2000 identification,
assessment, remediation and testing efforts, as well as currently
anticipated labor costs to be incurred by Devon with respect to
Year 2000 issues of third parties, are expected to be less than
$0.1 million.

     Devon has not yet begun a comprehensive analysis of the
operational problems and costs that would be reasonably likely to
result from the failure by Devon and significant third parties to
complete efforts necessary to achieve Year 2000 compliance on a
timely basis.  A contingency plan has not been developed for
dealing with the most reasonably likely worst case scenario, and
such scenario has not yet been clearly identified.  Devon plans
to complete such analysis and contingency planning by December
31, 1999.

                          24
<PAGE>

     Devon presently does not expect to incur significant
operational problems due to the Year 2000 issue. However, if all
Year 2000 issues are not properly and timely identified,
assessed, remediated and tested there can be no assurance that
the Year 2000 issue will not materially impact Devon's results of
operations or adversely affect its relationships with customers,
vendors, or others.  Additionally, there can be no assurance that
the Year 2000 issues of other entities will not have a material
impact on Devon's systems or results of operations.
     
      Acquisition and Sale of Units in Burlington Resources  Coal
Seam Gas Royalty Trust.  In Devon's 1997 Annual Report on Form 10-
K, it was disclosed that on February 13, 1998, Devon commenced  a
tender  offer for any and all of the units of beneficial interest
("Units")  of  Burlington Resources Coal Seam Gas  Royalty  Trust
(the  "Trust")  for  $8.75 per Unit.  Ultimately,  in  the  first
quarter of 1998, Devon acquired 356,228 Units , which represented
only  approximately  4% of the total Units outstanding.   In  the
third  quarter of 1998, Devon sold all 356,228 Units to  a  third
party for $9.00 per unit.  Also, as a condition of the sale,  the
third  party  provided Devon the right to  acquire  6.7%  of  the
Trust's underlying working interest of approximately 19.6% in the
Northeast Blanco Unit coal seam gas properties.  Such right  will
only  be  available if the third party is successful in acquiring
the  Trust's  working interest and subsequently  terminating  the
Trust.   In  such  event, and if Devon chooses  to  exercise  its
right,  the price to be paid by Devon to the third party for  the
working  interest  would be equal to the third  party's  cost  of
acquiring the working interest, including financing costs.

      Impact  of  Recently Issued Accounting  Standards  Not  Yet
Adopted.   In February, 1998, the Financial Accounting  Standards
Board issued Statement of Financial Accounting Standards No. 132,
"Employers'  Disclosures about Pensions and Other  Postretirement
Benefits."   SFAS  No. 132 revises employers'  disclosures  about
pension  and  other postretirement benefit plans.   It  does  not
change  the  measurement  or  recognition  of  those  plans.   It
standardizes the disclosure requirements for pensions  and  other
postretirement  benefits  to  the  extent  practicable,  requires
additional information on changes in the benefit obligations  and
fair  values  of  plan  assets  that  will  facilitate  financial
analysis,  and eliminates certain disclosures that are no  longer
as useful as they previously were.  SFAS No. 132 is effective for
fiscal years beginning after December 15, 1997.  Devon will adopt
the   new   disclosure  requirements  in  its  annual   financial
statements for the year ending December 31, 1998.

      In  June,  1998,  the Financial Accounting Standards  Board
issued  Statement  of  Financial Accounting  Standards  No.  133,
"Accounting  for Derivative Instruments and Hedging  Activities."
SFAS  No. 133 establishes accounting and reporting standards  for
derivative  instruments, including certain derivative instruments
embedded  in  other  contracts, and for hedging  activities.   It
requires an entity to recognize all derivatives as either  assets
or liabilities in the statement of financial position and measure
those instruments at fair value.  If certain conditions are  met,
a  derivative  may be specifically designated as  a  hedge.   The
accounting for changes in the fair value of a derivative (that is
gains  and  losses) depends on the intended use of the derivative
and the resulting designation.  SFAS No. 133 is effective for all
fiscal  quarters of fiscal years beginning after June  15,  1999.
It  is expected that Devon will adopt the provisions of SFAS  No.
133  as  of January 1, 2000.  If the provisions of SFAS  No.  133
were to be applied as of September 30, 1998, it would not have  a
material effect on Devon's financial position as of such date, or
the results of operations for the nine month period then ended.

                             25
<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  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).

          2.2  Amended and Restated Combination Agreement between
               the Registrant and Northstar Energy Corporation
               dated June 29, 1998 (incorporated by reference to
               Annex B to Registrant's difinitive proxy statement
               for a special meeting of stockholders, filed November
               6, 1998).

          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).

                                    26
<PAGE>
          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)].

                                    27
<PAGE>

          4.10 Form  of  6  1/2% Preferred Convertible Securities
               (included as Exhibit A-1 to Exhibit 4.7 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 May 15, 1998,  among  the
               Registrant and Devon Energy Corporation  (Nevada),
               as  Borrowers,  NationsBank, N.A., as  Agent,  and
               NationsBank, N.A., Bank One, Texas, N.A., Bank  of
               Montreal and First Union National Bank, as Lenders
               (incorporated  by  reference to  Exhibit  10.1  to
               Registrant's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1998).
          
          10.2 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)].*

          10.3 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   Devon  Energy Corporation  1997  Stock
               Option  Plan (incorporated by reference to Exhibit
               A  to  Registrant's Proxy Statement for  the  1997
               Annual  Meeting of Shareholders filed on April  3,
               1997).*

          10.5 Severance Agreement among Devon Energy Corporation
               (Nevada),  Registrant 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).*

                                      28
<PAGE>

          10.6 Severance Agreement among Devon Energy Corporation
               (Nevada),  Registrant 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 Severance Agreement among Devon Energy Corporation
               (Nevada),  Registrant  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 Severance Agreement among Devon Energy Corporation
               (Nevada),  Registrant 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 Severance Agreement among Devon Energy Corporation
               (Nevada),  Registrant 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  Severance Agreement among Devon Energy
               Corporation (Nevada), Registrant and Duke R. Ligon
               dated March 26, 1997 (incorporated by reference to
               Exhibit 10.11 to Registrant's Quarterly Report  on
               Form 10-Q for the quarter ended June 30, 1997).*

                     10.11  Employment  Agreement  between  Devon
               Energy  Corporation (Nevada), Registrant and  Duke
               R.  Ligon, dated February 7, 1997 (incorporated by
               reference   to   Exhibit  10.12  to   Registrant's
               Quarterly  Report  on Form 10-Q  for  the  quarter
               ended June 30, 1997).*

                   10.12 Supplemental Retirement Income Agreement
               among    Devon   Energy   Corporation    (Nevada),
               Registrant  and John W. Nichols, dated  March  26,
               1997  (incorporated by reference to Exhibit  10.13
               to  Registrant's Quarterly Report on Form 10-Q for
               the quarter ended June 30, 1997).*

          10.13      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).

          10.14     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).

                                   29
<PAGE>

          10.15     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)].

               * Compensatory plans or arrangements.

          (b)   Reports  on Form 8-K - A report on Form  8-K  was
          filed on July 8, 1998, regarding Devon's pending merger
          with Northstar Energy Corporation.

                                30
<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 9, 1998            /s/Danny J. Heatly
                                  Danny J. Heatly
                                  Controller

                               31
<PAGE>

                        INDEX TO EXHIBITS


                                                            Page

2.1  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

2.2  Amended and Restated Combination Agreement between the   #
Registrant and Northstar Energy Corporation dated June 29,
1998

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                      

                            32
<PAGE>

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  May  15,  1998,  among   the  #
Registrant  and Devon Energy Corporation  (Nevada),  as
Borrowers,    NationsBank,   N.A.,   as   Agent,    and
NationsBank,  N.A.,  Bank One,  Texas,  N.A.,  Bank  of
Montreal and First Union National Bank, as Lenders.

10.2 Devon Energy Corporation 1988 Stock Option Plan          #

10.3 Devon Energy Corporation 1993 Stock Option Plan          #

10.4 Devon Energy Corporation 1997 Stock Option Plan          #

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

10.6 Severance  Agreement among Devon  Energy  Corporation  #
(Nevada), Registrant and Mr. J. Michael Lacey, dated
December 3, 1992

10.7 Severance  Agreement among Devon  Energy  Corporation  #
(Nevada), Registrant  and  Mr. H. Allen Turner, dated
December 3, 1992

10.8 Severance  Agreement among Devon  Energy  Corporation  #
(Nevada), Registrant and Mr. Darryl G. Smette, dated
December 3, 1992

                           33
<PAGE>

10.9 Severance  Agreement among Devon  Energy  Corporation  #
(Nevada), Registrant  and  Mr. William T. Vaughn, dated
December 3, 1992

10.10 Severance  Agreement among Devon  Energy  Corporation  #
(Nevada), Registrant and Duke R. Ligon, dated March 26,
1997

10.11 Employment  Agreement between Registrant  and  Duke  R.  #
Ligon, dated February 7, 1997

10.12 Supplemental Retirement Income Agreement among  Devon  #
Energy  Corporation (Nevada), Registrant  and  John  W.
Nichols, dated March 26, 1997

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

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

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

                                                              

____________________________________
#  Incorporated by reference.

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