UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549


                           FORM 10-Q

(Mark One)
  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

         For the Quarterly Period Ended March 31, 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 April 24, 1998, was 32,319,895.

                      1 of 26 total pages
              (Exhibit Index is found at page 24)
<PAGE>
                    DEVON ENERGY CORPORATION



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



                                                                Page No.

Part I. Financial Information


  Item 1. Consolidated Financial Statements

          Consolidated Balance Sheets, March 31, 1998 (Unaudited)
          and December 31, 1997                                       4

          Consolidated Statements of Operations (Unaudited),
          For the Three Months Ended March 31, 1998 and 1997          5

          Consolidated Statements of Comprehensive Operations
          (Unaudited), For the Three Months Ended March 31,
          1998 and 1997                                               6

          Consolidated Statements of Cash Flows (Unaudited),
          For the Three Months Ended March 31, 1998 and 1997          7

          Notes to Consolidated Financial Statements.                 8

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations.                       10

Part  II. Other Information

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

                    DEVON ENERGY CORPORATION















                 Part I.  Financial Information
           Item 1.  Consolidated Financial Statements
                    March 31, 1998 and 1997















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








<PAGE>
<TABLE>
<CAPTION>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
                  Consolidated Balance Sheets
                                            March 31,   December 31,
                                               1998         1997
                                           (Unaudited)
<S>                                   <C>  <C>            <C>
Assets
Current assets:
  Cash and cash equivalents           $     45,656,384     42,064,344
  Accounts receivable                       40,024,208     47,507,805
  Inventories                                2,726,969      2,422,822
  Prepaid expenses                           2,494,944        799,923
  Deferred income taxes                        434,000        434,000
                                            ----------     ----------
    Total current assets                    91,336,505     93,228,894
                                            ----------     ----------
Property and equipment, at cost, 
 based on the full cost method of 
 accounting for oil and gas properties   1,144,186,836  1,103,320,502
  Less: Accumulated depreciation, 
        depletion and amortization         386,932,136    365,517,722
                                         -------------  -------------
                                           757,254,700    737,802,780
Other assets                                13,238,945     15,371,368
                                         -------------  -------------
    Total assets                      $    861,830,150    846,403,042
                                      ================  =============

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable:
    Trade                                   12,166,437      9,628,890
    Revenues and royalties due to others    11,108,034     11,531,296
  Income taxes payable                       2,679,940      4,901,940
  Accrued expenses                           2,973,699      4,750,699
                                            ----------     ----------
    Total current liabilities               28,928,110     30,812,825
                                            ----------     ----------
Revenues and royalties due to others         2,938,041      2,862,794
Other liabilities                           23,347,192     18,177,130
Deferred income taxes                      104,558,000    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
    32,318,895 in 1998 and in 1997           3,231,890      3,231,890
  Additional paid-in capital               392,919,170    392,919,170
  Retained earnings                        158,471,536    149,946,232
  Accumulated other comprehensive 
   earnings (loss) -  foreign currency 
   translation adjustments                  (2,063,789)    (2,520,999)
                                           ------------   -----------
    Total stockholders' equity             552,558,807    543,576,293
                                           -----------    -----------
    Total liabilities and 
     stockholders' equity              $   861,830,150    846,403,042
                                           ===========    ===========
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Operations


                                                 Three Months
                                               Ended March 31,
                                             1998         1997
                                               (Unaudited)

<S>                                      <C>           <C>
Revenues
  Oil sales                              $24,460,100   37,529,980
  Gas sales                               34,514,575   43,238,141
  Natural gas liquids sales                3,987,472    5,803,921
  Other                                    1,919,296    1,327,604
                                          ----------   ----------
    Total revenues                        64,881,443   87,899,646
                                          ----------   ----------

Costs and expenses
  Lease operating expenses                18,624,623   15,812,637
  Production taxes                         3,023,515    5,309,844
  Depreciation, depletion 
   and amortization                       21,673,028   19,544,552
  General and administrative expenses      3,274,956    2,629,885
  Interest expense                            10,697      130,807
  Distributions on preferred securities 
   of subsidiary trust                     2,429,375    2,429,375
                                          ----------   ----------
    Total costs and expenses              49,036,194   45,857,100
                                          ----------   ----------

Earnings before income taxes              15,845,249   42,042,546

Income tax expense
  Current                                  2,693,000    5,045,000
  Deferred                                 3,011,000   11,772,000
                                          ----------  -----------
    Total income tax expense               5,704,000   16,817,000
                                          ----------  -----------

Net earnings                             $10,141,249   25,225,546
                                          ==========   ==========

Net earnings per average common share outstanding (Note 2):
        Basic                                  $0.31         0.78
                                               =====         ====
        Diluted                                $0.31         0.71
                                               =====         ====

Weighted average common shares outstanding - 
  basic (Note 2)                          32,318,895   32,141,295
                                          ==========   ==========

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

           DEVON ENERGY CORPORATION AND SUBSIDIARIES
      Consolidated Statements of Comprehensive Operations


                                                   Three Months
                                                  Ended March 31,
                                                1998         1997
                                                   (Unaudited)
<S>                                         <C>           <C>
Net earnings                                $10,141,249   25,225,546

Other comprehensive earnings (loss) -
  foreign currency translation adjustments 
  (Note 1)                                      457,210     (603,161)
                                             ----------   ----------

Comprehensive earnings                      $10,598,459   24,622,385
                                             ==========   ==========


























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


                                                     Three Months
                                                    Ended March 31,
                                                   1998         1997
                                                      (Unaudited)


<S>                                              <C>          <C>
Cash flows from operating activities
  Net earnings                                   $10,141,249  25,225,546
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation, depletion and amortization    21,673,028  19,544,552
      Gain on sale of assets                         (40,929)    (22,114)
      Deferred income taxes                        3,011,000  11,772,000
     Changes in assets and liabilities:
       (Increase) decrease in:
         Accounts receivable                       7,516,994 (13,288,510)
         Inventories                                (299,856)     90,544
         Prepaid expenses                         (1,922,118) (1,476,820)
         Other assets                                835,116    (218,505)
       Increase (decrease) in:
         Accounts payable                          2,097,316   6,655,857
         Income taxes payable                     (2,220,092)    930,632
         Accrued expenses                         (1,777,811) (1,257,416)
         Revenues and royalties due to others         75,247     (99,086)
         Long-term other liabilities                 206,930     129,995
                                                  ----------   ---------
         Net cash provided by 
          operating activities                    39,296,074  47,986,675
                                                  ----------  ----------

Cash flows from investing activities
   Proceeds from sale of property and equipment      174,290      91,276
   Capital expenditures                          (39,544,184)(23,299,647)
   Decrease in other assets                           27,382           -
                                                  ----------  ----------
         Net cash used in investing activities   (39,342,512)(23,208,371)
                                                  ----------  ----------

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)
   Dividends paid on common stock                 (1,615,945) (1,607,065)
   Increase in long-term other liabilities         5,192,117     340,189
                                                   ---------   ---------
         Net cash provided (used) by  
          financing  activities                    3,576,172  (9,262,876)
                                                   ---------   ---------

Effect of exchange rate changes on cash               62,306     (53,634)
                                                   ---------   ---------

Net increase in cash and cash equivalents          3,592,040  15,461,794

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

Cash  and cash equivalents at end of period      $45,656,384  24,863,144
                                                  ==========  ==========

See accompanying notes to consolidated financial statements.
</TABLE>
<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 March 31, 1998, and the results
of  their  operations and their cash flows for  the  three  month
periods ended March 31, 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.
<PAGE>

2.  Earnings Per Share

     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 periods ended  March  31,
1998 and 1997.
<TABLE>
<CAPTION>
   
                                                                            Net
                                                               Common     Earnings
                                                     Net        Shares       Per
                                                   Earnings   Outstanding   Share


    <S>                                        <C>            <C>           <C>
    Three Months Ended March 31, 1998:

     Basic earnings per share                   $10,141,249   32,318,895    $0.31
                                                                             ====

     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              -      333,391
                                                  ---------    ---------

     Diluted earnings per share                 $11,647,738   37,553,793    $0.31
                                                 ==========   ==========     ====

    Three Months Ended March 31, 1997:

     Basic earnings per share                  $25,225,546    32,141,295    $0.78
                                                                             ====
     Dilutive effect of:
       Potential common shares issuable upon the
       conversion of Trust Convertible Preferred
       securities (the increase in net earnings
       is net of income tax expense of $963,000) 1,506,488     4,901,507

       Potential common shares issuable upon the
       exercise of outstanding stock options             -       366,125
                                                 ---------     ---------

     Diluted earnings per share                $26,732,034    37,408,927    $0.71
                                                ==========    ==========     ====
</TABLE>
<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 months ended March 31,  1998,
compared  to  the  three  months ended March  31,  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 first quarter of 1998 totaled 5.1 million
barrels  of  oil equivalent ("Boe") of oil, gas and  natural  gas
liquids  ("NGL").  This was an increase of 3% above 1997's  first
quarter production total.  However, due to lower oil, gas and NGL
prices,  the 1998 quarterly revenues of $64.9 million  were  down
26%  compared to the 1997 quarterly total of $87.9 million.   The
reduction  in  revenues also led to lower net earnings  and  cash
margin(1) in the 1998 period.  Quarterly net earnings in 1998  were
$10.1  million, or 60% below the 1997 quarter's net  earnings  of
$25.2 million.  Basic net earnings per share were $0.31 per share
in  the  1998  quarter compared to $0.78 per share  in  the  1997
quarter.   Cash margin in the 1998 quarter was $34.8 million,  or
38% below the 1997 period's cash margin of $56.5 million.

[FN]
1  "Cash margin" equals Devon's total revenues less cash expenses. Cash
   expenses are all expenses other than the non-cash expenses of depreciation,
   depletion and amortization and deferred income tax expense. Cash margin
   is an indicator which is commonly used in the oil and gas industry. This
   margin measures the net cash which is generated by a company's operations
   during a given period, without regard to the period such cash is actually
   physically received or spent by the company. This margin ignores the 
   non-operations effects on a company's activities as an operator of
   oil and gas wells. Such activities produce net increases or decreases in
   temporary cash funds held by the operator which have no effect on net
   earnings of the company. Cash margin should be used as a supplement to, and
   not as a substitute for, net earnings and net cash provided by operating
   activities determined in accordance with generally accepted accounting
   principles in analyzing Devon's results of operations and liquidity.
<PAGE>

Results of Operations

     Total  revenues decreased by $23.0 million, or 26%,  in  the
first quarter of 1998.  This decrease was caused by reductions in
the  average  prices  of oil, gas and NGLs.   Oil,  gas  and  NGL
revenues  were down $23.6 million, or 27%, for the quarter  ended
March  31,  1998.  The relative contributions of  production  and
price  changes  to  the quarterly comparisons are  shown  in  the
tables below.  (Note: Unless otherwise stated, all references  in
this   report  to  dollar  amounts  regarding  Devon's   Canadian
operations are expressed in U.S. dollars.)
<TABLE>
<CAPTION>

                                                Total
                                          Three Months Ended
                                              March 31,
                                      1998       1997        Change


    <S>                         <C>          <C>            <C>
    Production
       Oil (Bbls)                 1,724,110   1,755,265      -2%
       Gas (Mcf)                 17,996,303  17,017,875      +6%
       NGL (Bbls)                   390,139     368,105      +6%
       Oil, Gas and NGL (Boe)    15,113,633   4,959,683      +3%

    Revenues
       Oil                      $24,460,100  37,529,980     -35%
       Gas                       34,514,575  43,238,141     -20%
       NGL                        3,987,472   5,803,921     -31%
                                 ----------  ----------
       Combined                 $62,962,147  86,572,042     -27%
                                 ==========  ==========

    Average Prices
       Oil (Per Bbl)                 $14.19       21.38     -34%
       Gas (Per Mcf)                 $ 1.92        2.54     -24%
       NGL (Per Bbl)                 $10.22       15.77     -35%
       Oil, Gas and NGL (Per Boe)(1) $12.31       17.46     -29%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              Domestic
                                         Three Months Ended
                                             March 31,
                                     1998       1997        Change
    <S>                         <C>          <C>            <C>
    Production
       Oil (Bbls)                 1,485,144   1,513,582      -2%
       Gas (Mcf)                 15,934,536  14,900,742      +7%
       NGL (Bbls)                   353,796     333,615      +6%
       Oil, Gas and NGL (Boe)(1)  4,494,696   4,330,654      +4%

    Revenues
       Oil                      $21,107,901  32,454,825     -35%
       Gas                       31,980,543  39,610,876     -19%
       NGL                        3,545,123   5,190,768     -32%
                                 ----------  ----------
       Combined                 $56,633,567  77,256,469     -27%
                                 ==========  ==========

    Average Prices
       Oil (Per Bbl)                 $14.21      21.44      -34%
       Gas (Per Mcf)                 $ 2.01       2.66      -24%
       NGL (Per Bbl)                 $10.02      15.56      -36%
       Oil, Gas and NGL (Per Boe)(1) $12.60      17.84      -29%

</TABLE>
<TABLE>
<CAPTION>
                                               Canada
                                         Three Months Ended
                                             March 31,
                                     1998       1997        Change
    <S>                          <C>         <C>            <C>
    Production
       Oil (Bbls)                   238,966    241,683       -1%
       Gas (Mcf)                  2,061,767  2,117,133       -3%
       NGL (Bbls)                    36,343     34,490       +5%
       Oil, Gas and NGL (Boe)(1)    618,937    629,029       -2%

    Revenues
       Oil                       $3,352,199  5,075,155      -34%
       Gas                        2,534,032  3,627,265      -30%
       NGL                          442,349    613,153      -28%
                                  ---------  ---------
       Combined                  $6,328,580  9,315,573      -32%
                                  =========  =========
    Average Prices
       Oil (Per Bbl)                 $14.03     $21.00      -33%
       Gas (Per Mcf)                 $ 1.23      $1.71      -28%
       NGL (Per Bbl)                 $12.17     $17.78      -32%
       Oil, Gas and NGL (Per Boe)(1) $10.22     $14.81      -31%


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

     Oil Revenues.  Oil revenues decreased $13.1 million, or 35%,
in the first quarter of 1998.  A decrease in the average price of
$7.19  per barrel, or 34%, reduced oil revenues by $12.4 million.
The  remaining $0.7 million reduction in oil revenues was  caused
by a 31,000 barrel, or 2%, decrease in production.

     Gas  Revenues.  Gas revenues decreased $8.7 million, or 20%,
in the first quarter of 1998.  A decrease in the average price of
$0.62 per Mcf, or 24%, reduced gas revenues by $11.2 million.   A
1.0 Bcf, or 6%, increase in gas production offset $2.5 million of
the reduction caused by lower prices.

     Devon's  coal seam gas properties produced 5.0  Bcf  in  the
first  quarter of 1998 compared to 4.1 Bcf produced in the  first
quarter of 1997.  Devon's other domestic properties produced 10.9
Bcf  in  1998's  first quarter compared to 10.8 Bcf  produced  in
1997's  first  quarter.   The coal seam gas  properties  averaged
$1.83  per Mcf in the 1998 period compared to $2.42 in  the  1997
period.  The other domestic properties averaged $2.09 per Mcf  in
the  first three months of 1998 compared to $2.75 per Mcf in  the
same period of 1997.

     NGL  Revenues.  NGL revenues decreased $1.8 million, or 31%,
in the first quarter of 1998.  A decrease in the average price of
$5.55  per barrel, or 35%, reduced NGL revenues by $2.2  million.
A  22,000  barrel,  or  6%, increase in  production  offset  $0.4
million of the price-related reduction in NGL revenues.

     Other  Revenues.  Other revenues increased $0.6 million,  or
45%, in the first quarter of 1998.  Approximately $0.5 million of
the  increase was due to higher interest income received from the
investment of excess cash.
<PAGE>
     Production and Operating Expenses.  Production and operating
expenses  in  the  first quarter of 1998 varied compared  to  the
first quarter of 1997 as shown in the tables below.
<TABLE>
<CAPTION>
                                                  Total
                                            Three Months Ended
                                                 March 31,
                                      1998          1997          Change
<S>                                <C>           <C>                 <C>
Absolute
  Recurring operations and maintenance
    expenses                       $17,350,127   14,861,219         +17%
  Well workover expenses             1,274,496      951,418         +34%
  Production taxes                   3,023,515    5,309,844         -43%
                                    ----------   ----------
    Total production and 
     operating expenses            $21,648,138   21,122,481          +2%
                                    ==========   ==========
Per Boe
  Recurring operations and maintenance
    expenses                             $3.39         3.00         +13%
  Well workover expenses                  0.25         0.19         +32%
  Production taxes                        0.59         1.07         -45%
                                          ----         ----
    Total production and operating
    expenses                             $4.23         4.26          -1%
                                          ====         ====
</TABLE>
<TABLE>
<CAPTION>
                                                  Domestic
                                             Three Months Ended
                                                  March 31,
                                       1998         1997          Change

<S>                                <C>           <C>                 <C>
Absolute
  Recurring operations and maintenance
    expenses                       $15,484,477   13,211,127         +17%
  Well workover expenses             1,187,772      918,560         +29%
  Production taxes                   2,956,380    5,175,071         -43%
                                    ----------   ----------
    Total production and operating
    expenses                       $19,628,629   19,304,758          +2%
                                    ==========   ==========

Per Boe
  Recurring operations and maintenance
    expenses                             $3.45         3.05         +13%
  Well workover expenses                  0.26         0.21         +24%
  Production taxes                        0.66         1.20         -45%
                                          ----         ----
    Total production and operating
    expenses                             $4.37         4.46         -2%
                                          ====         ====
</TABLE>
<TABLE>
<CAPTION>
                                                  Canada
                                           Three Months Ended
                                                  March 31,
                                       1998          1997        Change
<S>                                 <C>            <C>             <C>
Absolute
  Recurring operations and maintenance
    expenses                        $1,865,650     1,650,092       +13%
  Well workover expenses                86,724        32,858      +164%
  Production taxes                      67,135       134,773       -50%
                                     ---------     ---------
    Total production and operating
    expenses                        $2,019,509     1,817,723       +11%
                                     =========     =========

Per Boe
  Recurring operations and maintenance
    expenses                             $3.01         $2.62       +15%
  Well workover expenses                  0.14          0.05      +180%
  Production taxes                        0.11          0.22       -50%
                                          ----          ----
    Total production and operating
    expenses                             $3.26          2.89       +13%
                                          ====          ====
</TABLE>

     Recurring operations and maintenance expenses increased $2.5
million, or 17%, in the first quarter of 1998.  Expenses incurred
on  new wells added since the first quarter of 1997 accounted for
$1.6  million  of the increase.  Also, the quarterly  portion  of
estimated annual ad valorem taxes increased $1.1 million  in  the
1998  quarter.   However,  approximately  $0.9  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 $2.3 million, or 43%, in the first
three  months of 1998.  The majority of this decrease was related
to  the  27% decrease in total oil, gas and NGL revenues  in  the
1998 quarter.  Additionally, production taxes dropped in the 1998
quarter  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 Expenses  ("DD&A").
Oil and gas property related DD&A increased $2.1 million, or 11%,
from  $18.9 million in the first quarter of 1997 to $21.0 million
in  the first quarter of 1998.  An increase in the DD&A rate from
$3.81  per  Boe in the 1997 period to $4.10 per Boe in  the  1998
period  increased  oil  and gas property  related  DD&A  by  $1.5
million.   The remaining $0.6 million of increase was the  result
of  the  154,000 Boe, or 3%, increase in total oil, gas  and  NGL
production in the 1998 quarter.

     General  and Administrative Expenses ("G&A").  G&A increased
$0.6  million,  or 25%, in the first quarter of  1998.   Employee
salaries  and  related  overhead costs, including  insurance  and
pension expense, increased $0.9 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.   The increase  in  salaries  and  related
overhead was partially offset by a $0.4 million increase  in  the
amount  of such costs that were capitalized pursuant to the  full
cost  method of accounting.  Approximately $1.3 million of  costs
were  capitalized in the first quarter of 1998 compared  to  $0.9
million  capitalized in the first quarter  of  1997.   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, which were up $0.1 million, and costs
of abandoned acquisitions, which were also up $0.1 million.

     The  higher salary, overhead and office costs were partially
offset by an increase in Devon's overhead reimbursements.  As the
operator of a property, Devon receives these reimbursements  from
the  property's  working  interest  owners.   Devon  records  the
reimbursements  as reductions to G&A.  In the  first  quarter  of
1998, these reimbursements increased $0.3 million compared to the
first quarter of 1997.

     Interest Expense.  Interest expense decreased $0.1  million,
or  92%, in the first quarter of 1998 compared to the same period
in 1997.  The average debt balance decreased from $3.0 million in
the  1997  period  to zero in the 1998 period.  Interest  expense
recorded  in the 1998 quarter consists primarily of facility  and
agency  fees  paid  under the terms of Devon's  long-term  credit
lines,  offset  by $0.1 million of gain recognized  from  a  1996
termination of an interest rate swap.  The remaining $0.1 million
of  unrecognized gain from the termination will be recognized  in
the second quarter of 1998.

     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  at  the
rate of 1.625% per quarter.

     Income Taxes.  During interim periods, income tax expense is
based on the estimated effective income tax rate that is expected
for the entire fiscal year.  The estimated effective tax rate  in
the  first quarter of 1998 was 36%, compared to 40% estimated  in
the first quarter of 1997.  However, the eventual actual tax rate
for the year 1997 was reduced to 38%.

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

     Included  as  deferred tax assets at March  31,  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.

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 70% from $23.3 million in the first quarter of 1997  to
$39.5  million in the first quarter of 1998.  Approximately $38.1
million  was spent in the 1998 period on acquisition, exploration
and  development efforts, compared to $22.5 million spent in  the
1997 quarter.

     Capital  Resources  and Liquidity.   Net  cash  provided  by
operating activities ("operating cash flow") continued to be  the
primary  source of capital and liquidity in the first quarter  of
1998.  Operating cash flow in the first quarter of 1998 was $39.3
million, compared to $48.0 million in the first quarter of 1997.

     Devon's  operating  and financing cash  flow  in  the  first
quarter  of  1998 was more than sufficient to fund  the  period's
capital expenditures and dividend requirements.  Therefore, Devon
did  not utilize its credit lines during the period.  As of March
31,  1998, Devon had $208 million of long-term credit lines,  all
of  which was available for future use.  Also, Devon had a  $12.5
million   Canadian  dollars  demand  facility  for  its  Canadian
operations.  All of this Canadian facility was also available for
future use.

     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.
<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).

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

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

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

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

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

          4.3  First Amendment  to Rights Agreement between  Registrant
               and  The  First  National Bank  of  Boston,  dated
               October  16,  1996 (incorporated by  reference  to
               Exhibit   H-1   to  Addendum  A  to   Registrant's
               definitive  proxy statement for a special  meeting
               of shareholders, filed on November 6, 1996).

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

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

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

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

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

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

          4.10 Form of 6 1/2%   Preferred  Convertible  Securities
               (included as Exhibit A-1 to Exhibit 4.7 above).

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

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

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

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

          10.1 Credit Agreement,  dated  August 30,  1996,  among  Devon
               Energy  Corporation  (Nevada),  as  Borrower,  the
               Registrant    and    Devon    Energy     Operating
               Corporation, as Guarantors, NationsBank of  Texas,
               N.A.,  as  Agent, and NationsBank of Texas,  N.A.,
               Bank  One,  Texas,  N.A., Bank  of  Montreal,  and
               First  Union  National Bank of North Carolina,  as
               Lenders  (incorporated  by  reference  to  Exhibit
               10.1 to Registrant's Quarterly Report on Form  10-
               Q for the quarter ended September 30, 1996).

          10.2 First Amendment  to  Credit Agreement, dated  March  15,
               1997, among Devon Energy Corporation (Nevada),  as
               Borrower,    the    Registrant,   as    Guarantor,
               NationsBank   of  Texas,  N.A.,   as   Agent   and
               NationsBank  of  Texas,  N.A.,  Bank  One,  Texas,
               N.A.,  Bank  of Montreal and First Union  National
               Bank  of North Carolina (incorporated by reference
               to  Exhibit 10.2 to Registrant's Quarterly  Report
               on  Form  10-Q  for the quarter  ended  March  31,
               1997).

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

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

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

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

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

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

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

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

         10.11 Severance  Agreement between 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).*

         10.12 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).*

         10.13 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).*

         10.14 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).

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

         10.16 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 Current Report on Form 8-K  dated
               January  20,  1998,  was filed by  the  Registrant
               regarding  year-end 1997 reserves, 1997 production
               and    modifications   to   1997   forward-looking
               information.  A Current Report on Form  8-K  dated
               January  27,  1998,  was filed by  the  Registrant
               regarding 1998 forward-looking information.
<PAGE>
                           SIGNATURES





      Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                  DEVON ENERGY CORPORATION




Date:  April 24, 1998             William T. Vaughn
                                  William T. Vaughn
                                  Vice President - Finance

<PAGE>
                        INDEX TO EXHIBITS


                                                               Page

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

2.2  Agreement  and  Plan of Merger among Registrant,  Devon     #
     Energy  Corporation  (Nevada), Kerr-McGee  Corporation,  
     Kerr-McGee North American Onshore Corporation and Kerr-
     McGee Canada Onshore Ltd., dated October 17, 1996

3.1  Registrant's Certificate of Incorporation, as amended       #
                                                         
3.2  Registrant's Certificate of Amendment of Certificate of     #
     Incorporation

3.3  Registrant's Bylaws                                         #

4.1  Form of Common Stock Certificate                            #

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

4.3  First  Amendment to Rights Agreement between Registrant     #
     and The First National Bank of Boston dated October 16,
     1996

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

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

4.6  Certificate of Trust of Devon Financing Trust               #

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

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

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

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

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

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

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

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

10.1 Credit  Agreement  dated August 30, 1996,  among  Devon     #
     Energy   Corporation   (Nevada),   as   Borrower,   the
     Registrant  and Devon Energy Operating Corporation,  as
     Guarantors, NationsBank of Texas, N.A., as  Agent,  and
     NationsBank of Texas, N.A., Bank One, Texas, N.A., Bank
     of  Montreal,  and First Union National Bank  of  North
     Carolina, as Lenders

10.2 First  Amendment  to Credit Agreement dated  March  15,     #
     1997,  among  Devon  Energy  Corporation  (Nevada),  as
     Borrower, the  Registrant, as Guarantor, NationsBank of
     Texas,  N.A., as Agent and NationsBank of Texas,  N.A.,
     Bank One, Texas, N.A., Bank of Montreal and First Union
     National Bank of North Carolina

10.3 Devon Energy Corporation 1988 Stock Option Plan             #

10.4 Devon Energy Corporation 1993 Stock Option Plan             #

10.5 Devon Energy Corporation 1997 Stock Option Plan             #

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

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

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

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

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

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

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

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

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

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

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

                                                              

____________________________________
#  Incorporated by reference.