EXHIBIT 10.12 


                        EMPLOYMENT AGREEMENT


            AGREEMENT (this "Agreement") dated as of February 7,
  1997, by and between DEVON ENERGY CORPORATION, an Oklahoma
  corporation (the "Company"), and DUKE R. LIGON (the
  "Executive").


                       W I T N E S S E T H :


       WHEREAS, the Company wishes to secure the services of the
  Executive pursuant to the terms and conditions hereof and in
  order to induce the Executive to enter into this Agreement and
  to secure the benefits that accrue from his performance
  hereunder, the Company is willing to undertake the obligations
  set forth herein; and

       WHEREAS, the Executive is desirous of securing such
  employment and is willing to accept the terms and conditions
  of this Agreement set forth herein.

       NOW THEREFORE, in consideration of the premises and
  mutual covenants contained herein and for other good and
  valuable consideration, the receipt of which is hereby
  acknowledged, the parties hereto agree as follows:

       1.   Position and Duties.  The Executive shall serve as
  General Counsel and Vice President of the Company, or such
  higher office to which he may be elected.  The Executive's
  responsibilities, duties and authorities during the Term of
  Employment (as hereinafter defined) shall be those commonly
  associated with such position, together with such other duties
  consistent therewith and herewith as may be assigned to the
  Executive by the President and Chief Executive Officer of the
  Company (the "President").  The Executive shall report, during
  the Term of Employment, to the President.  The Executive's
  services hereunder shall be performed at the Company's
  principal headquarters located in Oklahoma City, Oklahoma,
  except for travel reasonably required to perform such
  services.  During the Term of Employment, the Executive shall
  devote substantially all of his business time and efforts
  during the Company's normal business hours to the performance
  of his duties and responsibilities on behalf of the Company in
  accordance with this Agreement, except for vacations, holidays
  and sickness.

       2.   Term. (a) Term of Employment.  The Executive's term
  of employment under this Agreement shall commence on February
  17, 1997, and shall continue through February 17, 1999 (the
  "Initial Term of Employment").  The Executive's term of
  employment hereunder shall automatically renew for one two


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  (2)-year term (the "Renewal Term") immediately following the
  Initial Term of Employment, beginning on February 17, 1999. 
  The Initial Term of Employment together with the Renewal Term
  are referred to in this Agreement as the "Term of Employment."

            (b) Termination of Employment.  The Term of
  Employment shall be terminated:  (i) upon the Executive's
  death, in which case Section 4.2 hereof shall apply; (ii) upon
  the Company's discharge of the Executive for "Cause" (as
  hereinafter defined) by giving the Executive a "Notice of
  Termination" (as hereinafter defined), or at the option of the
  Executive for other than "Good Reason" (as hereinafter
  defined), in accordance with Section 5 hereof; (iii) at the
  option of the Company in the event of the Executive's
  disability, by giving the Executive a Notice of Termination,
  and otherwise in accordance with Section 4.3 hereof; or (iv)
  at the option of the Company, for reasons other than Cause or
  such death or disability, or of the Executive for Good Reason,
  by giving the other party a Notice of Termination, in which
  case Section 4.1 hereof shall apply.  Any termination of the
  Term of Employment by the Company (other than by reason of the
  Executive's death) or by the Executive for Good Reason shall
  be communicated to the other party by a written Notice of
  Termination, as defined in the Severance Agreement entered
  into between the Executive and the Company, dated February __,
  1997 (the "Severance Agreement"), and attached hereto as
  Exhibit 1.

       3.   Compensation and Benefits

       3.1  Base Salary.  The Company shall pay the Executive a
  base salary during the Term of Employment at the annual rate
  of two hundred thousand dollars ($200,000) ("Base Salary"), in
  accordance with the usual payroll practices of the Company. 
  The President may increase the Base Salary (and Base Salary
  hereunder shall include all such increased amounts), but in no
  event shall the Base Salary in effect at a particular time be
  reduced without the prior written consent of the Executive.  

       3.2  Incentive Compensation.  For each calendar year of
  the Term of Employment, the Executive shall be entitled to
  receive an annual or periodic performance-based cash bonus on
  terms and conditions applicable to cash bonuses provided by
  the Company to its other senior executive officers (which
  shall include other Vice Presidents of the Company, but not
  the President) (herein, the "Bonus").  The Executive shall be
  entitled to participate in any other compensation plans or
  arrangements (including, without limitation, any stock option
  or other stock-related plans) offered to other senior
  executive officers of the Company from time to time, on terms
  applicable to such officers.

       3.3  Stock Options.  The Executive shall be eligible to
  participate in the Company's 1993 Stock Option Plan (and any
  successor or similar plan thereto; hereinafter, the "Option
  Plan"), and the Company shall, as soon as practicable


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  following the date hereof, grant the Executive a non-qualified
  option to purchase at least 30,000 shares of the Company's
  $.10 par value common stock (the "Common Stock") for no more
  than the fair market value, as determined in accordance with
  the Stock Plan, of such shares on the date the option is
  granted.  Such stock option granted hereunder shall vest and
  become exercisable as to one-third of the total number of
  shares of Common Stock subject thereto on the first
  anniversary of the date of grant of such option, and shall
  vest and become exercisable as to one-third of such total
  number of shares on each of the second and third anniversaries
  of such grant date, respectively.  Each stock option granted
  to the Executive under the Option Plan in 1997 and thereafter
  shall, in any event, have terms (including, without
  limitation, relating to vesting and exercisability) no less
  favorable than such terms applicable to stock options granted
  under the Option Plan to the Company's other senior executive
  officers in any particular year.

       3.4  Other Benefits.  (a) Employee Benefit Plans.  The
  Executive shall be entitled to participate, during the Term of
  Employment, in all employee pension, retirement, savings,
  deferred compensation, welfare, insurance and other benefit
  and fringe benefit plans, programs and arrangements provided
  by the Company to its employees and               senior
  executive officers, from time to time, according to the terms
  and provisions of such plans, programs and arrangements, but
  in no event on terms and conditions less favorable than those
  generally applicable to the Company's other senior executive
  officers (herein, the "Employee Plans").  The Executive shall
  receive those perquisites and other personal benefits made
  available to the Company's other senior executive officers
  generally from time to time.

            (b) Supplemental Retirement Plan.  The Executive
  shall be entitled to participate, during the Term of
  Employment, in the Company's nonqualified deferred
  compensation plan, provided to selected key management and
  highly compensated employees of the Company, on terms and
  conditions of participation at least as favorable as those
  accorded the Company's other senior executive officers
  (herein, the "Supplemental Plan").

            (c) Vacations and Holidays.  The Executive shall be
  entitled to that number of days of annual paid vacation each
  year as the Company makes available generally to its senior
  executive officers, as well as such paid holiday and leave
  time and sick leave benefits as the Company shall provide
  generally to its senior executive officers. 

            (d) Expenses and Services.  The Company shall pay or
  reimburse the Executive for all business, travel,
  entertainment and other expenses he incurs in the performance
  of his duties and responsibilities hereunder, upon the
  Executive furnishing appropriate documentation therefor.  



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            (e) Temporary Housing and Relocation Expenses.  The
  Company shall pay or reimburse the Executive for (i)
  reasonable lodging and incidental expenses incurred by him and
  his family until the Executive has sold his principal
  residence, or six (6) months after the date hereof, if
  earlier, and (ii) the expenses he incurs in moving and
  relocating himself and his family, household and personal
  effects to the Oklahoma City, Oklahoma, area.

            (f) Indemnification.  The Company shall indemnify
  the Executive consistent with the Company's prior practice.  

       4.   Termination of Employment For Reasons Other Than
            Cause, or For Good Reason                            
                                          

       4.1  Termination Not For Cause, or For Good Reason.  (a)
  In general.  If (i) the Company terminates the Executive's
  employment hereunder, and such termination of employment is
  not (A) for Cause, (B) by reason of the Executive's death or
  disability (pursuant to Section 4.2 or 4.3 hereof) or (C)
  within twenty-four (24) months of the Change of Control Date
  or twelve (12) months following the Acquisition Date (each as
  defined in the Severance Agreement); or (ii) the Executive
  terminates his employment for Good Reason, and such
  termination of employment by the Executive is not within
  either of the time periods specified in Section 4.1(a)(i)(C)
  above, the Company will pay to the Executive, no later than
  ten (10) days following the date on which the Notice of
  Termination is given, a cash lump-sum payment equal to the
  total of:  (1) any earned but unpaid Base Salary as of the
  date the Notice of Termination is given and (2) his Base
  Salary (at the rate in effect immediately prior to the date on
  which the Notice of Termination is given) otherwise payable
  hereunder for the remaining Initial Term of Employment or
  Renewal Term, if the Notice of Termination is given during the
  Initial Term of Employment or the Renewal Term, respectively. 
  The Executive shall also be entitled to receive the amount of
  his Bonus for the year within which the Notice of Termination
  is given, payable in accordance with  terms at least as
  favorable as those which would apply to the Executive had he
  remained continuously employed by the Company through the end
  of any applicable performance period, but nevertheless
  calculated as a pro-rata portion thereof through the date the
  Notice of Termination is given.  Any termination of the
  Executive's employment with the Company occurring within the
  time period specified in Section 4.1(a)(i)(C) above shall be
  subject to and in accordance with the terms and conditions of
  the Severance Agreement.

            (b) Good Reason.  For purposes of this Agreement,
  "Good Reason" shall have the meaning given such term in the
  Severance Agreement; however, Section 1(c)(iii) of the
  Severance Agreement shall, for this purpose, be read as
  referring to Section 7(a) hereof, and, in addition, "Good
  Reason" for purposes hereof shall also include the occurrence


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  of any of the following:  (1) any reduction by the Company of
  the Executive's Base Salary; (2) any purported termination of
  the Executive's employment hereunder by the Company (other
  than by reason of his death) that is not effected by a Notice
  of Termination in accordance with this Agreement; (3) the
  Executive is not granted the stock options in accordance with
  Section 3.3 hereof; or (4) any material breach by the Company
  of any provision of this Agreement, including the Severance
  Agreement.

       4.2  Death.  The Term of Employment shall end upon the
  Executive's death.  The Company shall purchase insurance on
  the life of the Executive with death benefits of $350,000,
  naming such beneficiary as the Executive may designate. 

       4.3  Disability.  The Company may terminate the
  Executive's employment hereunder by reason his disability in
  accordance with this Section 4.3.  For purposes of this
  Agreement, the Executive's employment hereunder shall have
  been terminated by reason of his disability if (a) as a result
  of the Executive's incapacity due to physical or mental
  illness, in the reasonable good faith judgment of the Board of
  Directors of the Company (the "Board"), the Executive shall
  have been unable to substantially perform his duties under
  this Agreement for a period of not less than ninety (90) days
  and (b) the Company shall give the Executive a Notice of
  Termination specifying such termination of employment by
  reason of disability and (c) the Executive does not resume
  substantially all of his duties hereunder before the
  expiration of thirty (30) days following the date the
  Executive receives such Notice of Termination.  Upon
  termination of the Executive's employment pursuant to this
  Section 4.3, the Executive shall receive, as soon as
  practicable (but in no event later than twenty (20) days)
  after the expiration of the thirty-day period referred to in
  clause (c) above (his "Disability Termination Date") a cash
  lump-sum payment equal to the total of:  (i) any earned but
  unpaid Base Salary as of his Disability Termination Date and
  (ii) his Base Salary (at the rate in effect immediately prior
  to date the Notice of Termination is given) otherwise payable
  hereunder for the remaining Initial Term of Employment or
  Renewal Term, if the Notice of Termination is given during the
  Initial Term of Employment or Renewal Term, respectively.  

       5.   Termination For Cause, or For Other Than Good
  Reason.  In the event the Company, in accordance with this
  Agreement, terminates the Executive's employment hereunder for
  Cause (as defined in the Severance Agreement), or the
  Executive terminates his employment hereunder for reasons
  other than Good Reason, the Executive shall receive any earned
  but unpaid Base Salary through the date on which the copy of
  the duly adopted resolution of the Board finding the matters
  referred to in Section 3(b)(2) of the Severance Agreement is
  delivered to the Executive in accordance therewith, or the
  date as of which the Executive terminates his employment
  hereunder for reasons other than Good Reason.  


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       6.   Arbitration.  The Company and the Executive agree
  that any dispute, controversy or claim arising out of,
  relating to or in connection with this Agreement, or the
  termination of this Agreement or the termination of the
  Executive's employment hereunder that is not amicably resolved
  by mutual negotiations shall be finally settled by binding
  arbitration proceedings initiated by either party in
  accordance with the rules of the American Arbitration
  Association and that the results of such proceedings shall be
  conclusive on both parties and shall not be subject to
  judicial review.  Judgment on the award rendered by the
  arbitrator or a majority of the panel of arbitrators may be
  entered in any court having jurisdiction thereover, or
  application may be made to such court for a judicial
  acceptance of the award and an order of enforcement.

       7.   Successors and Binding Effect.  (a) Successors of
  the Company.  The Company will require any successor (whether
  direct or indirect, by purchase, merger, consolidation or
  otherwise) to all or substantially all of the business and/or
  assets of the Company to expressly assume and agree to perform
  this Agreement in the same manner and to the same extent that
  the Company would be required to perform this Agreement if no
  such succession had taken place, and this Agreement shall
  inure to the benefit of and shall be binding upon any such
  successor, subject to the other terms and conditions hereof. 
  If the Company fails to obtain such assumption and agreement
  prior to the effectiveness of any such succession, this
  Agreement shall nevertheless continue to determine the
  Executive's rights and entitlement to receive the
  compensation, remuneration and benefits provided for or
  referred to herein.  As used in this Agreement, "Company"
  shall mean the Company, as hereinabove defined, and any
  successor to the Company and/or its business and/or assets, as
  described in the first sentence of this Section 7(a).  

            (b) Assignment.  This Agreement is personal in
  nature and, except as provided in Section 7(a) hereof, neither
  of the parties to this Agreement shall, without the prior
  written consent of the other, assign or transfer this
  Agreement or any right or obligation under this Agreement to
  any other person; provided, however, that nothing herein shall
  preclude the Executive's beneficiary, legatee or devisee or
  the legal representative of the Executive or his estate from
  receiving any amount or benefit that may be payable or
  provided to or in respect of the Executive hereunder following
  his death or legal incompetency.

       8.   Notices.  Any notices required or permitted to be
  given hereunder shall be in writing, signed, and shall be
  deemed to be given when delivered personally or sent by
  certified or registered mail or reputable overnight courier,
  postage prepaid, addressed to the party concerned at the
  address indicated below (or to such other address as either
  party hereto may from time to time in writing specify in the



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  manner set forth above to the other party, and which is
  actually received by such other party):

       If to the Company:
            20 North Broadway, Suite 1500
            Oklahoma City, Oklahoma 73102-8260
            Attention:  President and Chief Executive Officer


       If to the Executive:
            4606 North 32nd Street
            Arlington, Virginia 22207

       9.   Survival.  The respective rights and obligations of
  the parties hereunder shall survive any termination of this
  Agreement to the extent necessary to the intended preservation
  of such rights and obligations.  Notwithstanding any other
  provision of this Agreement to the contrary, in the event the
  Executive's employment hereunder is terminated by the Company
  or the Executive for any reason or no reason, the Company
  shall pay or provide to or on behalf of the Executive such
  rights and benefits of participation to which the Executive is
  entitled, following such termination of the Executive's
  employment, under the Employee Plans in which the Executive is
  a participant immediately prior to the date on which the
  Notice of Termination is given (or the Executive's employment
  hereunder otherwise terminates) and the Supplemental Plan, in
  accordance with the terms and provisions of such plans.  

       10.  Miscellaneous.  This Agreement, including the
  Severance Agreement, constitutes the entire agreement between
  the parties with respect to the subject matter hereof and
  supersedes any and all prior or contemporaneous oral and prior
  written agreements and understandings between the parties
  hereto concerning such subject matter.  No modification or
  discharge of this Agreement shall be valid unless made in
  writing and executed by the parties hereto.  Failure to insist
  upon strict compliance with any of the terms, covenants or
  conditions hereof shall not be deemed to constitute a waiver
  of any such term, covenant or condition.  A waiver of any
  provision of this Agreement must be made in writing,
  designated a waiver, and signed by the party against whom its
  enforcement is sought, and shall not be deemed to constitute a
  waiver of such provision at any other time, nor of any other
  provision hereof.  This Agreement has been executed and
  delivered in the State of Oklahoma and shall be governed and
  construed in accordance with the laws of such State, without
  reference to the principles of conflict of laws.  A
  determination that any provision of this Agreement is invalid
  or unenforceable shall not affect the validity or
  enforceability of any other provision hereof.  This Agreement
  may be executed in two or more counterparts, each of which
  shall be deemed to be an original but all of which together
  shall constitute one and the same instrument.



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       IN WITNESS WHEREOF, the parties hereto have executed this
  Agreement as of the date first set forth above.

                                DEVON ENERGY CORPORATION


  Dated:_________________            By_________________________
                                  Name:
                                  Title:


                                DUKE R. LIGON


  Dated:_________________       ____________________________






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