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 June 30, 1999

                               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 July 27, 1999, was 48,845,000.

                      1 of  58 total pages
              (Exhibit Index is found at page 36)
<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, June 30, 1999 (Unaudited)      4
          and December 31, 1998

          Consolidated Statements of Operations (Unaudited)           5
          for the Three Months and Six Months Ended June 30, 1999
          and 1998

          Consolidated Statements of Comprehensive Operations         6
          (Unaudited) for the Three Months and Six Months Ended
          June 30, 1999 and 1998

          Consolidated Statements of Cash Flows (Unaudited)           7
          for the Six Months Ended June 30, 1999 and 1998

          Notes to Consolidated Financial Statements                  8

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

       Item 3. Quantitative and Qualitative Disclosures About
               Market Risk                                           27

     Part II.  Other Information
       Item 4. Submission of Matters to a Vote of Security Holders   28

       Item 6. Exhibits and Reports on Form 8-K                      29
                           DEFINITIONS
                    As used in this document:
                 "Mcf" means thousand cubic feet
                 "MMcf" means million cubic feet
                 "Bcf" means billion cubic feet
                       "Bbl" means barrel
                 "MBbls" means thousand barrels
                 "MMBbls" means million barrels
              "Boe" means equivalent barrels of oil
         "Mboe" means thousand equivalent barrels of oil
             "Oil" includes crude oil and condensate
                "NGLs" means natural gas liquids
<PAGE>

                    DEVON ENERGY CORPORATION




                 Part I.  Financial Information
           Item 1.  Consolidated Financial Statements
                     June 30, 1999 and 1998



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

<PAGE>
<TABLE>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
                  Consolidated Balance Sheets
                (In Thousands, Except Share Data)

<CAPTION>
                                            June 30,   December 31,
                                              1999        1998
                                          (Unaudited)

Assets
Current assets:
  <S>                                    <C>             <C>
  Cash and cash equivalents              $  13,994       19,154
  Accounts receivable                       83,712       83,858
  Inventories                                2,624        2,750
  Prepaid expenses                           2,309        2,351
  Deferred income taxes                        605          605
  Investments and other assets               1,516        1,930

    Total current assets                   104,760      110,648

Property and equipment, at cost,
  based on the full cost method of
  accounting for oil and gas properties  2,801,801    2,610,511
  Less accumulated depreciation,
    depletion and amortization           1,616,172    1,509,583

                                         1,185,629    1,100,928
Other assets                                14,774       14,780

    Total assets                        $1,305,163    1,226,356

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable:
    Trade                                   37,344       40,177
    Revenues and royalties due to
      others                                 8,839       12,508
  Accrued expenses                          27,494       27,971

    Total current liabilities               73,677       80,656

Other liabilities                           34,584       34,747
Long-term debt                             448,013      405,271
Deferred income taxes                       44,149       33,219
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 of $1.00 par value.
    Authorized 3,000,000 shares; none
      issued                                     -            -
  Common stock of $.10 par value.
    Authorized 400,000,000 shares;
      issued 48,820,000 in 1999 and
      48,425,000 in 1998                     4,882        4,842
  Additional paid-in capital               807,270      796,992
  Accumulated deficit                     (225,582)    (242,909)
  Accumulated other comprehensive loss     (31,330)     (35,962)

    Total stockholders' equity             555,240      522,963

    Total liabilities and stockholders'
      equity                            $1,305,163    1,226,356



See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
             Consolidated Statements of Operations
            (In Thousands, Except Per Share Amounts)

<CAPTION>
                                          Three Months Ended  Six Months Ended
                                               June 30,            June 30,
                                            1999      1998      1999     1998
                                                      (Unaudited)

Revenues
  <S>                                     <C>        <C>       <C>      <C>
  Oil sales                               $36,871    33,984    64,784   75,573
  Gas sales                                59,387    54,650   112,938  106,555
  Natural gas liquids sales                 5,835     4,873     9,764    9,687
  Other                                     2,219    11,268     4,092   13,397

      Total revenues                      104,312   104,775   191,578  205,212

Costs and expenses
  Lease operating expenses                 27,100    28,303    54,520   57,679
  Production taxes                          3,446     3,851     6,415    7,266
  Depreciation, depletion and
    amortization                           35,763    31,165    69,321   61,158
  General and administrative expenses       6,952     6,141    13,175   11,784
  Interest expense                          7,115     5,427    13,779   10,837
  Deferred effect of changes in foreign
    currency exchange rate on subsidiary's
    long-term debt                         (5,585)    6,921    (8,746)   6,921
  Distributions on preferred securities
    of subsidiary trust                     2,430     2,430     4,859    4,859

      Total costs and expenses             77,221    84,238   153,323  160,504

Earnings before income tax expense         27,091    20,537    38,255   44,708

Income tax expense
  Current                                   2,399     2,171     4,302    5,331
  Deferred                                  8,483     6,193    11,764   12,979

    Total income tax expense               10,882     8,364    16,066   18,310

Net earnings                            $  16,209    12,173    22,189   26,398

Net earnings per average common share
  outstanding (Note 1) - basic and
  diluted                                   $0.33      0.25      0.46     0.55

Weighted average common shares
  outstanding - basic (Note 1)             48,679    48,366    48,575   48,338



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

<CAPTION>
                                          Three Months Ended    Six Months Ended
                                               June 30,             June 30,
                                           1999       1998       1999      1998
                                                       (Unaudited)

<S>                                      <C>         <C>        <C>       <C>
Net earnings                             $16,209     12,173     22,189    26,398

Other comprehensive earnings (loss) -
  foreign currency translation
  adjustments (Note 1)                     3,008     (3,960)     4,632    (3,104)

Comprehensive earnings                   $19,217      8,213     26,821    23,294




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

<CAPTION>
                                       Six Months Ended June 30,
                                            1999        1998
                                              (Unaudited)

Cash flows from operating activities
  <S>                                   <C>             <C>
  Net earnings                          $   22,189      26,398
  Adjustments to reconcile net earnings
   to net cash provided by
   operating activities:
     Depreciation, depletion and
       amortization                         69,321      61,158
     Deferred effect of changes in
       foreign currency exchange rate
       on subsidiary's long-term debt       (8,746)      6,921
     (Gain) loss on sale of assets             (33)         57
     Deferred income taxes                  11,764      12,979
     Other                                      --         901
     Changes in assets and liabilities:
       (Increase) decrease in:
         Accounts receivable                 1,306      15,077
         Inventories                           154       1,609
         Prepaid expenses                       87        (113)
         Other assets                          (38)        929
       Increase (decrease) in:
         Accounts payable                   (7,897)    (12,415)
         Accrued expenses                     (802)    (11,005)
         Long-term other liabilities        (1,394)        336

         Net cash provided by operating
          activities                        85,911     102,832

Cash flows from investing activities
  Proceeds from sale of property and
    equipment                                4,906      55,590
  Proceeds from sale of investments             --      43,034
  Capital expenditures                    (139,895)   (171,498)
  Decrease (increase) in other assets          570      (2,114)

          Net cash used in investing
            activities                    (134,419)    (74,988)

Cash flows from financing activities
  Proceeds from borrowings on revolving
    lines of credit                        538,014     735,714
  Principal payments on revolving lines
    of credit                             (501,072)   (786,413)
  Issuance of common stock, net of
    issuance costs                          10,152       1,236
  Dividends paid on common stock            (4,862)     (3,232)
  Increase in long-term other liabilities    1,049       5,584

         Net cash provided (used) by
           financing activities             43,281     (47,111)

Effect of exchange rate changes on cash         67         297

Net increase (decrease) in cash and cash
  equivalents                               (5,160)    (18,970)
Cash and cash equivalents at beginning of
  period                                    19,154      42,065

Cash and cash equivalents at end of
  period                               $    13,994      23,095

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

    On December 10, 1998, Devon Energy Corporation ("Devon") and
Northstar Energy Corporation ("Northstar") closed a merger of the
two companies (the "Northstar Combination").  At that date,
Northstar became a wholly-owned subsidiary of Devon.  Pursuant to
the Northstar Combination, Northstar's common shareholders
received approximately 16.1 million exchangeable shares (the
"Exchangeable Shares") based on an exchange ratio of 0.235
Exchangeable Shares for each Northstar common share outstanding.
The Exchangeable Shares were issued by Northstar, but are
exchangeable at any time into Devon's common shares on a one-for-
one basis.  Prior to such exchange, the Exchangeable Shares have
rights identical to those of Devon's common shares, including
dividend, voting and liquidation rights.  Between December 10,
1998 and June 30, 1999, approximately 11 million of the
originally issued 16.1 million Exchangeable Shares had been
exchanged for shares of Devon common stock.

     The Northstar Combination was accounted for under the
pooling-of-interests method of accounting for business
combinations.  All operational and financial information
contained herein includes the combined amounts of Devon and
Northstar for all periods presented.  The separate results of
operations of Devon and Northstar for  the three month and six
month periods ended June 30, 1998 are as follows:
<TABLE>
<CAPTION>
                          Three Months    Six Months
                             Ended          Ended
                         June 30, 1998  June 30, 1998
                                 (In Thousands)

     Revenues:
        <S>               <C>              <C>
        Devon             $  62,553        127,434
        Northstar            42,222         77,778
        Combined          $ 104,775        205,212

     Net earnings:
        Devon                 7,615         17,756
        Northstar             4,558          8,642
        Combined          $  12,173         26,398
</TABLE>
     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 1998 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 June 30, 1999, and the results
of their operations and their cash flows for the three month and
six month periods ended June 30, 1999 and 1998.

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  June  30,
1999 and 1998, and the six month period ended June 30, 1998.  The
diluted  earnings per share calculation for the six month  period
ended  June  30,  1999, produced results that were anti-dilutive.
This  calculation  increased net earnings  by  $3.0  million  and
increased the common shares outstanding by 5.2 million shares.
<TABLE>
<CAPTION>
                                                                         Net
                                                             Common   Earnings
                                                    Net      Shares      Per
                                                  Earnings Outstanding  Share
                                                     (In Thousands)

    Three Months Ended June 30, 1999:
     <S>                                           <C>       <C>       <C>
     Basic earnings per share                      $16,209   48,679    $0.33

     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    4,902

       Potential common shares issuable upon the
       exercise of outstanding stock options             -      505

     Diluted earnings per share                    $17,715   54,086    $0.33

    Three Months Ended June 30, 1998:

     Basic earnings per share                      $12,173   48,366    $0.25

     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    4,902

       Potential common shares issuable upon the
       exercise of outstanding stock options             -      557

     Diluted earnings per share                    $13,679   53,825    $0.25

    Six Months Ended June 30, 1998:

     Basic earnings per share                      $26,398   48,338    $0.55

     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 $1,926,000)   3,013    4,902

       Potential common shares issuable upon the
       exercise of outstanding stock options             -      560

     Diluted earnings per share                    $29,411   53,800    $0.55
</TABLE>
3.  Segment Information

     Devon manages its business by country.  As such, Devon
identifies its segments based on geographic areas.  Devon has two
reportable segments: its operations in the U.S. and its
operations in Canada.  Substantially all of both segments'
operations involve oil and gas producing activities.

     Following is certain financial information regarding Devon's
segments.  The revenues reported are all from external customers.
<TABLE>
<CAPTION>
                                              U.S.     Canada     Total
                                                   (In Thousands)
As of June 30, 1999:
<S>                                       <C>          <C>       <C>
Current assets                            $  55,090    49,670    104,760
Property and equipment, net of
  accumulated depreciation,
  depletion and amortization                679,996   505,633  1,185,629
Other assets                                 13,850       924     14,774

     Total assets                          $748,936   556,227  1,305,163

Current liabilities                          21,196    52,481     73,677
Long-term debt                               60,000   388,013    448,013
Deferred tax liabilities (assets)            59,719   (15,570)    44,149
Other liabilities                            30,243     4,341     34,584
TCP Securities                              149,500         -    149,500
Stockholders' equity                        428,278   126,962    555,240

     Total liabilities and stockholders'
       equity                              $748,936   556,227  1,305,163

Three Months ended June 30, 1999:
Revenues
   Oil sales                               $ 19,930    16,941     36,871
   Gas sales                                 32,448    26,939     59,387
   Natural gas liquids sales                  3,685     2,150      5,835
   Other                                        678     1,541      2,219

     Total revenues                          56,741    47,571    104,312

Costs and expenses
   Lease operating expenses                  14,343    12,757     27,100
   Production taxes                           3,165       281      3,446
   Depreciation, depletion and amortization  18,762    17,001     35,763
   General and administrative expenses        4,044     2,908      6,952
   Interest expense                             846     6,269      7,115
   Deferred effect of changes in foreign
     currency exchange rate on subsidiary's
     long-term debt                               -    (5,585)    (5,585)
   Distributions on preferred securities of
    subsidiary trust                          2,430         -      2,430

     Total costs and expenses                43,590    33,631     77,221

Earnings before income tax expense           13,151    13,940     27,091

Income tax expense
   Current                                    1,890       509      2,399
   Deferred                                   2,231     6,252      8,483

     Total income tax expense                 4,121     6,761     10,882

Net earnings                              $   9,030     7,179     16,209

Capital expenditures                      $  39,138    17,959     57,097

Three months ended June 30, 1998:
Revenues
   Oil sales                                $17,959    16,025    33,984
   Gas sales                                 33,097    21,553    54,650
   Natural gas liquids sales                  3,455     1,418     4,873
   Other                                      1,120    10,148    11,268

     Total revenues                          55,631    49,144   104,775

Costs and expenses
   Lease operating expenses                  16,692    11,611    28,303
   Production taxes                           3,450       401     3,851
   Depreciation, depletion and amortization  21,058    10,107    31,165
   General and administrative expenses        3,049     3,092     6,141
   Interest expense                              40     5,387     5,427
   Deferred effect of changes in foreign
     currency exchange rate on subsidiary's
     long-term debt                               -     6,921     6,921
   Distributions on preferred securities of
     subsidiary trust                         2,430         -     2,430

     Total costs and expenses                46,719    37,519    84,238

Earnings before income tax expense            8,912    11,625    20,537

Income tax expense
   Current                                    1,364       807     2,171
   Deferred                                   1,296     4,897     6,193

     Total income tax expense                 2,660     5,704     8,364

Net earnings                                $ 6,252     5,921    12,173

Capital expenditures                        $46,408    22,925    69,333

Six months ended June 30, 1999:
Revenues
   Oil sales                                $34,397    30,387    64,784
   Gas sales                                 60,609    52,329   112,938
   Natural gas liquids sales                  6,203     3,561     9,764
   Other                                      1,378     2,714     4,092

     Total revenues                         102,587    88,991   191,578

Costs and expenses
   Lease operating expenses                  29,266    25,254    54,520
   Production taxes                           5,757       658     6,415
   Depreciation, depletion and amortization  36,771    32,550    69,321
   General and administrative expenses        6,958     6,217    13,175
   Interest expense                           1,488    12,291    13,779
   Deferred effect of changes in foreign
     currency exchange rate on subsidiary's
     long-term debt                               -    (8,746)   (8,746)
   Distributions on preferred securities of
     subsidiary trust                         4,859         -     4,859

     Total costs and expenses                85,099    68,224   153,323

Earnings before income tax expense           17,488    20,767    38,255

Income tax expense
   Current                                    2,710     1,592     4,302
   Deferred                                   2,326     9,438    11,764

     Total income tax expense                 5,036    11,030    16,066

Net earnings                               $ 12,452     9,737    22,189

Capital expenditures                       $ 81,604    58,291   139,895

Six months ended June 30, 1998:
Revenues
   Oil sales                               $ 39,067    36,506    75,573
   Gas sales                                 65,078    41,477   106,555
   Natural gas liquids sales                  7,000     2,687     9,687
   Other                                      2,302    11,095    13,397

     Total revenues                         113,447    91,765   205,212

Costs and expenses
   Lease operating expenses                  33,364    24,315    57,679
   Production taxes                           6,406       860     7,266
   Depreciation, depletion and amortization  40,456    20,702    61,158
   General and administrative expenses        5,733     6,051    11,784
   Interest expense                              50    10,787    10,837
   Deferred effect of changes in foreign
     currency exchange rate on subsidiary's
     long-term debt                               -     6,921     6,921
   Distributions on preferred securities
     of subsidiary trust                      4,859         -     4,859

     Total costs and expenses                90,868    69,636   160,504

Earnings before income tax expense           22,579    22,129    44,708

Income tax expense
   Current                                    3,405     1,926     5,331
   Deferred                                   4,021     8,958    12,979

     Total income tax expense                 7,426    10,884    18,310

Net earnings                                $15,153    11,245    26,398

Capital expenditures                        $83,594    87,904   171,498
</TABLE>
4.   Pending Merger

    On May 20, 1999, Devon and PennzEnergy Company
("PennzEnergy") announced their intention to merge the two
companies.  In the merger, Devon stockholders will receive one
share of common stock of a newly formed entity currently referred
to as New Devon for each share of Devon common stock owned.
PennzEnergy stockholders will receive 0.4475 shares of New
Devon's common stock for each share of PennzEnergy common stock
owned.  The merger is subject to approval by the stockholders of
both companies at separate meetings to be held on August 17,
1999, as well as certain regulatory approvals.  If approved, the
merger is expected to be consummated shortly after the
stockholder meetings.  The merger will be accounted for under the
purchase method of accounting for business combinations as an
acquisition of PennzEnergy by Devon.  Therefore, Devon's 1999
operating results will include the effect of the merger for the
period from the merger closing through the end of the year.

    PennzEnergy's year-end 1998 proved oil and gas reserves
totaled 361 million Boe, including 188 million Boe onshore the
United States, 79 million Boe offshore the United States, and 94
million Boe in other countries.  PennzEnergy's year-end 1998
undeveloped leasehold included 12.1 million net acres, including
1.2 million net acres onshore the United States, 0.4 million net
acres offshore the United States, and 10.5 million net acres
internationally.

    On July 16, 1999, Devon and PennzEnergy filed definitive
proxy materials concerning this pending merger.  The proxy
materials contain further disclosures regarding the merger and
certain financial data concerning both companies.

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 six month periods
ended June 30, 1999, compared to the three month and six month
periods ended June 30, 1998, and in financial condition since
December 31, 1998.  It is presumed that readers have read or have
access to Devon's 1998 annual report on Form 10-K.

Overview

     On December 10, 1998, Devon merged with Canadian-based
Northstar. As a result of accounting for this combination as a
"pooling-of-interests," the financial data for all periods
presented herein represent the combined results of the two
companies.  The pooling-of-interests method of accounting
requires historical information to be restated as if the
combining companies had always been merged.  The restated data
varies significantly from the historical data Devon has
previously presented on a stand-alone basis.

    Net earnings for the quarter ended June 30, 1999 were $16.2
million, or $0.33 per share.  These compare to 1998's second
quarter net earnings of $12.2 million, or $0.25 per share.  An
increase in the 1999 quarter's average prices for oil, gas and
NGLs, and a reduction in expenses due to changes in the
U.S./Canadian currency exchange rate, were the primary reasons
for the rise in the 1999 quarter's net earnings.  The increase in
net earnings from these items was partially offset by the effect
of certain nonrecurring revenue items in 1998's quarter and by
higher depreciation, depletion and amortization expenses and
interest expense in the 1999 period.

     Net earnings for the first half of 1999 were $22.2 million,
or $0.46 per share.  These compare to net earnings for the first
half of 1998 of $26.4 million, or $0.55 per share.  Increases in
the 1999 period's depreciation, depletion and amortization
expenses and interest expense, along with the effect of the 1998
period's nonrecurring revenue items, were the primary causes for
the reduction in 1999's first half net earnings.  The effects of
these items on 1999's net earnings were partially offset by a
reduction in expenses due to changes in the U.S./Canadian
currency exchange rate during the first half of 1999 compared to
the same period of 1998.

Results of Operations

     Total revenues decreased $0.5 million, or 1%, in the second
quarter of 1999, and $13.6 million, or 7%, in the first half of
1999.  Oil, gas and NGLs revenues increased $8.6 million, or 9%,
for the second quarter of 1999, and decreased $4.3 million, or
2%, for the first half of 1999.  The quarterly comparisons of
production and price changes are shown in the following tables.
(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        Six Months Ended
                                           June 30,                  June 30,
                                    1999     1998   Change    1999     1998   Change

Production
     <S>                           <C>      <C>      <C>      <C>      <C>     <C>
     Oil (MBbls)                   2,506    2,908    -14%     5,071    6,105   -17%
     Gas (MMcf)                   36,280   34,139     +6%    71,402   66,662    +7%
     NGL (MBbls)                     515      534     -4%       991    1,043    -5%
     Oil, Gas and NGLs (MBoe)     19,067    9,131     -1%    17,962   18,258    -2%

Average Prices
     Oil (Per Bbl)                $14.71    11.69    +26%     12.78    12.38    +3%
     Gas (Per Mcf)                  1.64     1.60     +3%      1.58     1.60    -1%
     NGL (Per Bbl)                 11.33     9.13    +24%      9.85     9.29    +6%
<FN>
     Oil, Gas and NGLs (Per Boe)1  11.26    10.24    +10%     10.44    10.51    -1%
<CAPTION>
                                                 (In Thousands)
Revenues
     Oil                         $36,871   33,984     +8%    64,784   75,573   -14%
     Gas                          59,387   54,650     +9%   112,938  106,555    +6%
     NGLs                          5,835    4,873    +20%     9,764    9,687    +1%

     Combined                   $102,093   93,507     +9%   187,486  191,815    -2%
<CAPTION>
                                                        Domestic
                                     Three Months Ended          Six Months Ended
                                           June 30,                  June 30,
                                    1999     1998   Change     1999    1998   Change

Production
     Oil (MBbls)                   1,231    1,421   -13%      2,530    2,906   -13%
     Gas (MMcf)                   16,933   16,666    +2%     33,294   32,601    +2%
     NGL (MBbls)                     351      378    -7%        665      732    -9%
     Oil, Gas and NGLs (MBoe)     14,404    4,576    -4%      8,744    9,071    -4%

Average Prices
     Oil (Per Bbl)                $16.19    12.64   +28%      13.60    13.44    +1%
     Gas (Per Mcf)                  1.92     1.99    -4%       1.82     2.00    -9%
     NGL (Per Bbl)                 10.50     9.14   +15%       9.33     9.56    -2%
<FN>
     Oil, Gas and NGLs (Per Boe)1  12.73    11.91    +7%      11.57    12.25    -6%
<CAPTION>
                                                   (In Thousands)
Revenues
     Oil                         $19,930   17,959   +11%     34,397   39,067   -12%
     Gas                          32,448   33,097    -2%     60,609   65,078    -7%
     NGLs                          3,685    3,455    +7%      6,203    7,000   -11%

     Combined                    $56,063   54,511    +3%    101,209  111,145    -9%
<CAPTION>
                                                       Canada
                                    Three Months Ended          Six Months Ended
                                          June 30,                   June 30,
                                  1999     1998   Change     1999      1998   Change

Production
     Oil (MBbls)                  1,275    1,487   -14%      2,541     3,199   -21%
     Gas (MMcf)                  19,347   17,473   +11%     38,108    34,061   +12%
     NGL (MBbls)                    164      156    +5%        326       311    +5%
     Oil, Gas and NGLs (MBoe)    14,663    4,555    +2%      9,218     9,187    --

Average Prices
     Oil (Per Bbl)               $13.29    10.78   +23%      11.96     11.41    +5%
     Gas (Per Mcf)                 1.39     1.23   +13%       1.37      1.22   +12%
     NGL (Per Bbl)                13.11     9.09   +44%      10.92      8.64   +26%
<FN>
     Oil, Gas and NGLs (Per Boe)1  9.87     8.56   +15%       9.36      8.78    +7%
<CAPTION>
                                                  (In Thousands)
Revenues
     Oil                        $16,941   16,025    +6%     30,387    36,506   -17%
     Gas                         26,939   21,553   +25%     52,329    41,477   +26%
     NGLs                         2,150    1,418   +52%      3,561     2,687   +33%

     Combined                   $46,030   38,996   +18%     86,277    80,670    +7%

<FN>
1 Gas volumes are converted to Boe or MBoe 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 and gas prices.  The respective prices of oil, gas
and NGLs are affected by market and other factors in addition to
relative energy content.
</TABLE>

     Oil Revenues.  Oil revenues increased $2.9 million, or 8%,
in the second quarter of 1999.  An increase in the average price
of $3.02 per barrel, or 26%, increased oil revenues by $7.6
million.  This was partially offset by a $4.7 million reduction
in oil revenues caused by a decrease in production of 402,000
barrels, or 12%.  Low oil prices during the last half of 1998 and
the first quarter of 1999 led to the decision to defer many oil-
oriented projects.  This, along with normal decline, accounted
for the majority of the decrease in oil production in the 1999
quarter compared to the 1998 quarter.

     Oil revenues decreased $10.8 million, or 14%, in the first
half of 1999.  A decrease in production of 1.0 million barrels,
or 17%, caused oil revenues to decline by $12.8 million.  This
was partially offset by a $2.0 million increase in oil revenues
caused by an increase in the average price of $0.40 per barrel,
or 3%.  Approximately 264,000 barrels of the reduction in oil
production were attributable to the disposition of certain
Canadian producing properties at the end of 1998's first and
fourth quarters.  As stated above, low oil prices led to the
deferral of many oil-oriented projects during the last half of
1998 and the first half of 1999.  Also, during the first quarter
of 1999, the low prices led to the decision to shut-in some oil
properties.  These factors, along with normal decline, accounted
for the majority of the decrease in oil production in the first
half of 1999.

     Gas Revenues.  Gas revenues increased $4.7 million, or 9%,
in the second quarter of 1999.  Production rose 2.1 Bcf, or 6%,
in the 1999 period.  This increase in production added $3.4
million to gas revenues in the 1999 period.  The remaining $1.3
million of increased gas revenues was caused by an increase in
the average gas price of $0.04 per Mcf, or 3%.

     Devon's San Juan Basin coal seam gas properties produced 5.8
Bcf in 1999's second quarter compared to 5.1 Bcf in the 1998
second quarter.  Devon's other domestic properties produced 11.1
Bcf in the 1999 quarter compared to 11.6 Bcf in the 1998 quarter.
The coal seam gas properties averaged $1.75 per Mcf in the 1999
quarter compared to $1.76 per Mcf in the 1998 quarter.  The other
domestic properties averaged $2.00 per Mcf in the 1999 quarter
compared to $2.09 per Mcf in the 1998 quarter.

     Canadian gas production increased 1.9 Bcf, or 11%, in 1999's
second quarter.  Production added from two acquisitions in 1998
(one in July and the other in December) was the primary cause of
the increased production in 1999's second quarter.

     Gas revenues increased $6.4 million, or 6%, in the first
half of 1999.  Production rose 4.7 Bcf, or 7%, in the 1999
period.  This increase in production added $7.6 million to gas
revenues in the 1999 period.  This increase in gas revenues was
partially offset by a $1.2 million reduction in gas revenues
caused by a drop in the average gas price in the first half of
1999 of $0.02 per Mcf, or 1%.

     Devon's San Juan Basin coal seam gas properties produced
11.3 Bcf in 1999's first half compared to 10.1 Bcf in 1998's
first half.  Devon's other domestic properties produced 22.0 Bcf
in the first half of 1999 compared to 22.5 Bcf in the first half
of 1998.  The coal seam gas properties averaged $1.71 per Mcf in
1999's first half compared to $1.79 per Mcf in 1998's first half.
The other domestic properties averaged $1.88 per Mcf in 1999's
first half compared to $2.09 per Mcf in 1998's first half.

     Canadian gas production increased 4.0 Bcf, or 12%, in the
first half of 1999.  Production added from two acquisitions in
1998 (one in July and the other in December) was the primary
cause of the increased production in the first half of 1999.

     NGLs Revenues.  NGLs revenues increased $1.0 million, or
20%, in the second quarter of 1999.  An increase in the average
price of $2.20 per barrel, or 24%, caused NGLs revenues to
increase $1.1 million in the 1999 quarter.  This increase in NGLs
revenues was offset by a $0.1 million reduction caused by a
production decrease of 19,000 barrels, or 4%.

     NGLs revenues increased $0.1 million, or 1%, in the first
half of 1999.  An increase in the average price of $0.56 per
barrel, or 6%, caused NGLs revenues to increase $0.6 million in
the first half of 1999.  This increase in NGLs revenues was
substantially offset by a $0.5 million reduction caused by a
production decrease of 52,000 barrels, or 5%.

     Other Revenues.  Other revenues decreased from $11.3 million
in the second quarter of 1998 to $2.2 million in the comparable
quarter of 1999.  The reduction in other revenues was primarily
due to two nonrecurring revenue items recognized in 1998's second
quarter.  In the second quarter of 1998, Northstar received a one-
time payment of $5.0 million from a gas purchaser related to the
termination of a gas contract.  Also, Northstar received $2.8
million in 1998's second quarter in return for the termination of
a management arrangement with a third party.

     Other revenues decreased from $13.4 million in the first
half of 1998 to $4.1 million in the first half of 1999.  The 1998
nonrecurring revenue items discussed in the above paragraph were
the primary causes of the drop in other revenues for the first
half of 1999.

     Production and Operating Expenses.  The components of
production and operating expenses are set forth in the following
tables.
<TABLE>
<CAPTION>
                                                                         Total
                                                     Three Months Ended         Six Months Ended
                                                           June 30,                  June 30,
                                                    1999     1998   Change     1999    1998   Change

Absolute (Thousands)
  <S>                                             <C>       <C>      <C>     <C>      <C>      <C>
  Recurring operations and maintenance expenses   $25,776   26,864   -4%     51,808   54,739   -5%
  Well workover expenses                            1,324    1,439   -8%      2,712    2,940   -8%
  Production taxes                                  3,446    3,851  -11%      6,415    7,266  -12%

      Total production and operating expenses     $30,546   32,154   -5%     60,935   64,945   -6%

Per Boe
  Recurring operations and maintenance expenses      2.84     2.94   -3%       2.88     3.00   -4%
  Well workover expenses                             0.15     0.16   -6%       0.15     0.16   -6%
  Production taxes                                   0.38     0.42  -10%       0.36     0.40  -10%

      Total production and operating expenses       $3.37     3.52   -4%       3.39     3.56   -5%
<CAPTION>
                                                                       Domestic
                                                    Three Months Ended          Six Months Ended
                                                          June 30,                   June 30,
                                                   1999     1998   Change     1999     1998   Change

Absolute (Thousands)
  Recurring operations and maintenance expenses  $13,490   15,395   -12%     27,298   30,879  -12%
  Well workover expenses                             853    1,297   -34%      1,968    2,485  -21%
  Production taxes                                 3,165    3,450    -8%      5,757    6,406  -10%

      Total production and operating expenses    $17,508   20,142   -13%     35,023   39,770  -12%

Per Boe
  Recurring operations and maintenance expenses     3.06     3.36    -9%       3.12     3.40   -8%
  Well workover expenses                            0.20     0.28   -29%       0.23     0.27  -15%
  Production taxes                                  0.72     0.76    -5%       0.66     0.71   -7%

      Total production and operating expenses      $3.98     4.40   -10%       4.01     4.38   -8%
<CAPTION>
                                                                         Canada
                                                    Three Months Ended          Six Months Ended
                                                          June 30,                   June 30,
                                                   1999     1998   Change     1999     1998   Change

Absolute (Thousands)
  Recurring operations and maintenance expenses  $12,286   11,469    +7%     24,510   23,860   +3%
  Well workover expenses                             471      142  +232%        744      455  +64%
  Production taxes                                   281      401   -30%        658      860  -23%

      Total production and operating expenses   $13,0381    2,012    +9%     25,912   25,175   +3%

Per Boe
  Recurring operations and maintenance expenses     2.64     2.52    +5%       2.66     2.60   +2%
  Well workover expenses                            0.10     0.03  +233%       0.08     0.05  +60%
  Production taxes                                  0.06     0.09   -33%       0.07     0.09  -22%

      Total production and operating expenses      $2.80     2.64    +6%       2.81     2.74   +3%
</TABLE>

    Recurring operations and maintenance expenses decreased $1.1
million, or 4%, in the second quarter of 1999.  Domestic expenses
were $1.9 million lower in the 1999 quarter.  These reductions
were mostly from Devon's oil producing properties, where various
efficiencies were achieved since 1998's second quarter and
certain non-essential services were delayed due to low oil prices
in effect earlier in 1999.  Canada's recurring expenses were $0.8
million higher in the 1999 quarter.  A significant portion of
this increase is related to the 1.9 Bcf, or 11%, increase in
Canada's gas production in the 1999 quarter.  A large part of the
increased gas volumes is subject to processing fees which are
recorded as recurring operations and maintenance expenses.

     Recurring operations and maintenance expenses decreased $2.9
million, or 5%, in the first half of 1999.  Domestic expenses
were $3.6 million lower in the 1999 period primarily due to the
efficiencies and delays of non-essential services described in
the above paragraph.  Canada's recurring expenses were $0.7
million higher in the first half of 1999 due primarily to the
variable processing fees associated with a part of the 4.0 Bcf,
or 12%, increase in Canadian gas production in the first half of
1999.

     Even though combined oil, gas and NGLs revenues were up for
the second quarter of 1999 compared to that of 1998, production
taxes in the 1999 quarter were $0.4 million lower than in the
1998 quarter.  The decrease in 1999's production taxes was caused
by a combination of specific Devon properties qualifying for
production tax exemptions or reductions, revisions in early 1999
of production tax rate structures by some of the states in which
Devon operates, and recoveries of overpayments of 1998 Canadian
taxes.  These same factors, along with lower combined oil, gas
and NGLs revenues, combined to produce lower production taxes in
the first half of 1999 compared to the first half of 1998.

     Depreciation, Depletion and Amortization Expenses ("DD&A").
Oil and gas property related DD&A increased $4.7 million, or 16%,
from $30.1 million in the second quarter of 1998 to $34.8 million
in the second quarter of 1999.  An increase in the combined U.S.
and Canadian DD&A rate from $3.30 per Boe in the 1998 quarter to
$3.84 per Boe in the 1999 quarter caused oil and gas property
related DD&A to increase $4.9 million.  This increase in DD&A was
partially offset by a decrease of $0.2 million caused by the 1%
drop in combined oil, gas and NGLs production in the 1999
quarter.

     Oil and gas property related DD&A increased $8.3 million, or
14%, from $59.1 million in the first half of 1998 to $67.4
million in the first half of 1999.  An increase in the combined
U.S. and Canadian DD&A rate from $3.24 per Boe in the first half
of 1998 to $3.75 per Boe in the first half of 1999 caused oil and
gas property related DD&A to increase $9.2 million.  This
increase in DD&A was partially offset by a decrease of $0.9
million caused by the 2% drop in combined oil, gas and NGLs
production in the first half of 1999.

     General and Administrative Expenses ("G&A"). Devon's G&A
consist of three primary components.  The largest of these
components is the gross amount of expenses incurred for personnel
costs, office expenses, professional fees and other G&A items.
The gross amount of these expenses is partially offset by two
offsetting components of G&A.  One is the amount of G&A
capitalized pursuant to the full cost method of accounting.  The
other is the amount of G&A reimbursed by working interest owners
of properties for which Devon serves as the operator.  These
reimbursements are received during both the drilling and
operational stages of a property's life.  The gross amount of
expenses incurred, less the amounts capitalized and reimbursed,
is recorded as G&A in the consolidated statements of operations.

    G&A increased $0.8 million, or 13%, in the second quarter of
1999 compared to the same quarter of 1998.  Gross G&A increased
$0.9 million, or 7%, in the 1999 quarter.  G&A also increased due
to a $0.4 million reduction in the amount of reimbursements on
operated properties.  This was due to lower reimbursements on
Canadian properties, where a less extensive capital program in
1999 led to a reduction in drilling overhead reimbursements.  G&A
was lowered by $0.5 million due to an increase in the amount
capitalized as part of oil and gas properties.  The amount
capitalized increased from $2.5 million in the second quarter of
1998 to $3.0 million in the second quarter of 1999.

    G&A increased $1.4 million, or 12%, in the first half of
1999.  Gross G&A increased $0.9 million, or 3%, in the 1999
period.  G&A also increased due to a $1.3 million reduction in
the amount of reimbursements on operated properties.  As
discussed in the above paragraph, this decrease was related to a
less extensive Canadian drilling program in 1999.  G&A was
lowered by $0.8 million due to an increase in the amount
capitalized as part of oil and gas properties.  The amount
capitalized increased from $4.8 million in the first half of 1998
to $5.6 million in the first half of 1999.

     Interest Expense.  Interest expense increased $1.7 million,
or 24%, in 1999's second quarter.  An increase in the average
debt balance outstanding from $325.8 million in the second
quarter of 1998 to $454.1 million in the second quarter of 1999
caused interest expense to increase by $1.9 million.  This was
partially offset by a $0.5 million reduction caused by a drop in
the annualized interest rate on outstanding debt from 6.6% in the
second quarter of 1998 to 6.0% in the second quarter of 1999.
The remaining increase of $0.3 million was caused by an increase
in other components of interest expense such as facility and
agency fees and the amortization of capitalized loan costs.

     Interest expense increased $2.9 million, or 27%, in the
first half of 1999.  An increase in the average debt balance
outstanding from $342.6 million in the first half of 1998 to
$426.3 million in the first half of 1999 caused interest expense
to increase by $2.6 million.  This was partially offset by a $0.2
million reduction due to a drop in the average annualized
interest rate from 6.4% in the first half of 1998 to 6.2% in the
first half of 1999.  The remaining increase of $0.5 million was
caused by an increase in the other components of interest
expense.

     The following schedule includes the components of interest
expense for the second quarter and first half of 1999 and 1998.
<TABLE>
<CAPTION>
                                             Three Months Ended    Six Months Ended
                                                   June 30,            June 30,
                                                1999     1998       1999     1998

     <S>                                       <C>       <C>       <C>      <C>
     Interest based on debt outstanding        $6,765    5,335     13,185   10,798
     Facility and agency fees                     152      142        298      259
     Amortization of capitalized loan costs        96       26        165       45
     Hedging gains                                 --      (85)        --     (188)
     Other                                        102        9        131      (77)

     Total interest expense                    $7,115    5,427     13,779   10,837
</TABLE>

     Deferred Effect of Changes in Foreign Currency Exchange Rate
on Subsidiary's Long-term Debt.  Devon's Canadian subsidiary
Northstar has certain fixed rate senior notes which are
denominated in U.S. dollars.  The outstanding principal amount of
these notes is $225 million.  Changes in the exchange rate
between the U.S. dollar and the Canadian dollar from the dates
the notes were issued to the dates of repayment will increase or
decrease the expected amount of Canadian dollars eventually
required to repay the notes.  Such changes in the Canadian dollar
equivalent balance of the debt are required to be included in
determining net earnings for the period in which the exchange
rate changes.

     The rate of converting Canadian dollars to U.S. dollars
increased from $0.6535 at the end of 1998 to $0.6626 at the end
of 1999's first quarter and to $0.6793 at the end of 1999's
second quarter.  These increases in the exchange rate reduced the
Canadian dollar equivalent of debt recorded by Northstar.
Therefore, $5.6 million and $8.7 million of reduced expenses were
recognized in 1999's second quarter and first six months,
respectively.

     The rate of converting Canadian dollars to U.S. dollars
remained virtually constant from the end of 1997 to the end of
1998's first quarter, and no effect of the change in the exchange
rate was recorded in the first quarter of 1998.  However, the
conversion rate decreased from $0.6997 at the end of 1997 and
$0.7045 at the end of March 1998 to $0.6813 at the end of June
1998.  The drop in the conversion rate during the quarter and
year-to-date periods of 1998 caused $6.9 million of expense to be
recognized in each period.

     Distributions on Preferred Securities of Subsidiary Trust.
Devon has $149.5 million of 6.5% Trust Convertible Preferred
Securities outstanding.  Distributions on these securities accrue
and are paid 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 effective tax rates estimated
for the quarters and six month periods ended June 30, 1999 and
1998 were not materially different.  The estimated effective tax
rate in the second quarter of 1999 was 40% compared to 41% in the
second quarter of 1998.  The estimated effective tax rate in the
first half of 1999 was 42% compared to 41% in the first half of
1998.

     Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 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", SFAS 109 requires that a
valuation allowance be provided to reduce the recorded tax
benefits from such assets.

     Included as deferred tax assets at June 30, 1999, were
approximately $21.8 million of net operating loss carryforwards.
The carryforwards include U.S. federal net operating loss
carryforwards, the majority of which do not begin to expire until
2008, U.S. state net operating loss carryforwards which expire
primarily between 1999 and 2011, and Canadian carryforwards which
expire primarily between 2000 and 2005.  Devon expects the tax
benefits from the net operating loss carryforwards to be utilized
between 1999 and 2002.  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, Devon's management believes that future
taxable income will more likely than not be sufficient to utilize
substantially all its tax carryforwards prior to their
expirations.

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 I, Item 1
included elsewhere herein.

     Capital Expenditures.  Approximately $139.9 million was
spent in the first six months of 1999 for capital expenditures.
This total included $101.7 million for the acquisition, drilling
and development of oil and gas properties, $36.9 million related
to the construction of an extensive gas gathering system, related
CO2 removal facilities and gas processing project all located in
the Powder River Basin of Wyoming, and $1.3 million for other
fixed assets.

     Approximately $171.5 million was spent for capital
expenditures in the first half of 1998.  This total included
$169.4 million for the acquisition, drilling and development of
oil and gas properties and $2.1 million for other fixed assets.

     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 half of
1999.  Operating cash flow in the first half of 1999 was $85.9
million, compared to $102.8 million in the first half of 1998.
The decrease in operating cash flow in the first half of 1999 was
primarily caused by the reduction in total revenues discussed
previously in this section.

     In addition to operating cash flow, Devon also utilized a
portion of its credit facilities during the first half of 1999 to
fund capital expenditures.  Net borrowings against the credit
facilities in the first half of 1999 were $36.9 million.  As of
June 30, 1999, Devon had $177 million available under its $400
million credit facilities.

          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 an overall 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 and non-IT systems and communications with
third parties, Devon anticipates that the Project will be
completed by September 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 $0.5 million.  Substantially all of the personnel
being used on the Project are existing Devon employees.  Devon
does not separately track the time that its own employees spend
on the Project.  Therefore, the internal costs incurred on the
Project are not known.  Such costs would consist almost entirely
of the payroll costs associated with the time spent on the
Project.  Third party consulting costs of Devon's Year 2000
identification, assessment, remediation and testing efforts, as
well as currently anticipated costs to be incurred with respect
to Year 2000 issues of third parties, are expected to be
approximately $0.2 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.

     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 assurances 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.

     Impact of Recently Issued Accounting Standards Not Yet
Adopted. In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133").  SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain
recognition of all derivatives as either assets or liabilities in
the balance sheet and measurement of 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 whether it
qualifies as a hedge.  A subsequent pronouncement, SFAS 137, was
issued in July 1999 that delayed the effective date of SFAS 133
until the fiscal year beginning after June 15, 2000.  Devon plans
to adopt the provisions of SFAS 133 in the first quarter of the
year ending December 31, 2001, and is currently evaluating the
effects of this pronouncement.

     Pending Merger.  On May 20, 1999, Devon and PennzEnergy
Company ("PennzEnergy") announced their intention to merge the
two companies.  In the merger, Devon stockholders will receive
one share of common stock of a newly formed entity currently
referred to as New Devon for each share of Devon common stock
owned.  PennzEnergy stockholders will receive 0.4775 shares of
New Devon's common stock for each share of PennzEnergy common
stock owned.  The merger is subject to approval by the
stockholders of both companies at separate meetings to be held on
August 17, 1999, as well as certain regulatory approvals.  If
approved, the merger is expected to be consummated shortly after
the stockholder meetings.  The merger will be accounted for under
the purchase method of accounting for business combinations as an
acquisition of PennzEnergy by Devon.  Therefore, Devon's 1999
operating results will include the effect of the merger for the
period from the merger closing through the end of the year.

     PennzEnergy's year-end 1998 proved oil and gas reserves
totaled 361 million Boe, including 188 million Boe onshore the
United States, 79 million Boe offshore the United States, and 94
million Boe in other countries.  PennzEnergy's year-end 1998
undeveloped leasehold included 12.1 million net acres, including
1.2 million net acres onshore the United States, 0.4 million net
acres offshore the United States, and 10.5 million net acres
internationally.

     On July 16, 1999, Devon and PennzEnergy filed definitive
proxy materials concerning this pending merger.  The proxy
materials contain further disclosures regarding the merger and
certain financial data concerning both companies.

Item 3.    Quantitative and Qualitative Disclosures About Market
           Risk

    The information included in "Quantitative and Qualitative
Disclosures About Market Risk" in Item 7A of Devon's 1998 Annual
Report on Form 10-K is incorporated herein by reference.  Such
information includes a description of Devon's potential exposure
to market risks, including commodity price risk, interest rate
risk and foreign currency risk.  As of June 30, 1999, there have
been no material changes in Devon's market risk exposure from
that disclosed in the 1998 Form 10-K.

<PAGE>
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

     (a) The Company's annual meeting of shareholders was held in
         Oklahoma City,  Oklahoma at 10:00 a.m. local time, on Wednesday,
         May 19, 1999.

     (b) Proxies for the meeting were solicited pursuant to
         Regulation 14 under the Securities and Exchange Act of 1934, as
         amended.  There was no solicitation in opposition to the nominees
         for election as directors as listed in the proxy statement and
         all nominees were elected.

     (c) Out of a total of 48,492,259 shares outstanding and entitled
         to vote, 42,124,647 shares were present at the meeting in person
         or by proxy, representing approximately 87 percent of the total
         outstanding.  The only matter voted upon at the meeting was the
         election of four directors to serve on the Company's board of
         directors until the 2002 annual meeting of shareholders.  The
         vote tabulation with respect to each nominee was as follows:
<TABLE>
<CAPTION>
                                                Authority
                 Nominee               For      Withheld

              <S>                  <C>           <C>
              Luke R. Corbett      41,948,256    176,391
              Michael E. Gellert   41,938,596    186,051
              Michael M. Kanovsky  41,949,226    175,421
              H. R. Sanders, Jr.   41,943,257    181,390
</TABLE>
     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  Amended and Restated Combination Agreement between the
               Registrant and Northstar Energy Corporation dated as of June 29,
               1998 (incorporated by reference to Annex B to Registrant's
               definitive proxy statement for a special meeting of shareholders,
               filed November 6, 1998).

          2.2  Amended and Restated Agreement and Plan of
               Merger, dated as of May 19, 1999, by and among
               Registrant, Devon Delaware Corporation, Devon
               Oklahoma Corporation and PennzEnergy Company
               (incorporated by reference to Annex A to
               Registrant's definitive proxy statement for a
               special meeting of shareholders filed on July 16,
               1999).

          3.1  Registrant's Amended and Restated
               Certificate of incorporation (incorporated by
               reference to Exhibit 3 to Registrant's Form 8-K
               dated as of December 11, 1998).

         3.2   Registrant's Amended and Restated
               Bylaws.

         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  Third Amendment to Rights Agreement between Registrant and
               The First National Bank of Boston, dated December 10, 1998
               (incorporated by reference to Exhibit 4.5 of Registrant's Annual
               Report on Form 10-K for the year ended December 31, 1998).

          4.6  Fourth Amendment to Rights Agreement between
               Registrant and the First National Bank of Boston,
               dated May 19, 1999.

         4.7   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).

         4.8   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)].

          4.9  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)].

          4.10 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)].

          4.11 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)].

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

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

          4.14 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)].

          4.15 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).

          4.16 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).

          4.17 Agreement, dated July 15, 1999, by and among
               Registrant, Devon Delaware Corporation and Kerr-
               McGee Corporation (incorporated by reference to
               Exhibit 4 to Registrant's Current Report on Form 8-
               K dated July 15, 1999).

          4.18 Support Agreement, dated December 10,
               1998, between the Registrant and Northstar Energy
               Corporation (incorporated by reference to Exhibit
               4.1 to Registrant's Form 8-K dated as of December
               11, 1998).

          4.19 Exchangeable Share Provisions
               (incorporated by reference to Exhibit 4.2 to
               Registrant's Form 8-K dated as of December 11,
               1998).

          10.1 U.S. Credit Agreement, dated December 11,
               1998, among the Registrant, as U.S. Borrower,
               NationsBank, N.A., as Administrative Agent,
               NationsBanc Montgomery Securities, L.L.C., as
               Arranger, Bank One, Texas, N.A., as Syndication
               Agent, Bank of Montreal, as Documentation Agent,
               First Union, as Co-Documentation Agent, and
               Certain Financial Institutions, as Lenders
               (incorporated by reference to Exhibit 10.1 to
               Registrant's Form 8-K dated as of December 11,
               1998).

          10.2 Canadian Credit Agreement, dated December 11,
               1998, among Northstar Energy Corporation and Devon
               Energy Canada Corporation, as Canadian Borrowers,
               Bank of America Canada, as Administrative Agent,
               NationsBanc Montgomery Securities, L.L.C., as
               Arranger, First Chicago Capital Markets, Inc., as
               Syndication Agent, Bank of Montreal, as
               Documentation Agent, First Union, as Co-
               Documentation Agent, and Certain Financial
               Institutions, as Lenders (incorporated by
               reference to Exhibit 10.2 to Registrant's Form 8-K
               dated as of December 11, 1998).

          10.3 Morrison Petroleums Ltd. U.S. $75,000,000
               6.76% Senior Notes Due July 19, 2005 Note
               Agreement Dated as of July 19, 1995 (incorporated
               by reference to Exhibit 10.3 of Registrant's
               Annual Report on Form 10-K for the year ended
               December 31, 1998).

          10.4 Northstar Energy Corporation U.S.
               $150,000,000 6.79% Senior Notes Due 2009 Note
               Agreement Dated as of March 2, 1998 (incorporated
               by reference to Exhibit 10.4 of Registrant's
               Annual Report on Form 10-K for the year ended
               December 31, 1998).

          10.5 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)].*

          10.6 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).*

          10.7 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).*

         10.8  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).*

         10.9  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).*

         10.10 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).*

         10.11 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).*

         10.12 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).*

         10.13 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).*

         10.14 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).*

         10.15 Supplemental Benefit Agreement
               between Northstar Energy Corporation and John A.
               Hagg dated February 17, 1999 (incorporated by
               reference to Exhibit 10.15 of Registrant's Annual
               Report on Form 10-K for the year ended December
               31, 1998).*

         10.16 Consulting Agreement between
               Registrant and Thomas F. Ferguson dated June 1,
               1989 (incorporated by reference to Exhibit 10.16
               of Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1998).*

         10.17 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).

         10.18 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).

         10.19 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)].

         10.20 Supplemental Agreement to Amended and Restated
               Agreement and Plan of Merger, dated as of July 8, 1999, by and
               among Registrant, Devon Delaware Corporation, Devon Oklahoma
               Corporation and PennzEnergy Company [incorporated by reference to
               Exhibit 10.1 of Devon Delaware
               Corporation's Registration Statement on Form S-4
               (No. 333-82903)].

         10.21 Amended and Restated Stock Option Agreement, dated as
               of May 19, 1999, by and between Devon Energy Corporation, as
               issuer and PennzEnergy Company, as grantee (incorporated by
               reference to Annex D to Registrant's definitive proxy statement
               for a special meeting of shareholders filed on July 16, 1999).

         10.22 Amended and Restated Stock Option Agreement, dated as
               of May 19, 1999, by and between PennzEnergy Company, as issuer,
               and Devon Energy Corporation, as grantee (incorporated by
               reference to Annex E to Registrant's definitive proxy statement
               for a special meeting of shareholders filed on July 16, 1999).

             * Compensatory plans or arrangements.

 (b)      Reports on Form 8-K - A Current Report on Form
          8-K was filed on April 28, 1999, regarding certain
          revisions to the Registrant's forward-looking
          information initially included in its February 8, 1999
          Form 8-K.  A Current Report on Form 8-K was filed on
          May 21, 1999, regarding the resignation of Kerr-McGee
          Corporation's three representatives from the
          Registrant's Board of Directors.  A Current Report on
          Form 8-K was filed on June 1, 1999, regarding the
          announcement of the planned merger with PennzEnergy.  A
          Current Report on Form 8-K was filed on July 22, 1999,
          regarding the termination of certain agreements
          previously entered into with Kerr-McGee Corporation.
<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:  August 10, 1999             /s/Danny J. Heatly
                                  Danny J. Heatly
                                  Controller
<PAGE>
                        INDEX TO EXHIBITS

                                                                         Page

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

2.2  Amended and Restated Agreement and Plan of Merger, dated as of May    #
     19, 1999, by and among Registrant, Devon Delaware Corporation, Devon
     Oklahoma Corporation and PennzEnergy Company (incorporated by refer-
     ence to Annex A to Registrant's definitive proxy statement for a
     special meeting of shareholders filed on July 16, 1999).

3.1  Registrant's Amended and Restated Certificate of incorporation        #
     (incorporated by reference to Exhibit 3 to Registrant's Form 8-K
     dated as of December 11, 1998).

3.2  Registrant's Amended and Restated Bylaws.                            42

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  Third Amendment to Rights Agreement between Registrant and The First  #
     National Bank of Boston, dated December 10, 1998 (incorporated by
     reference to Exhibit 4.5 of Registrant's Annual Report on Form 10-K
     for the year ended December 31, 1998).

4.6  Fourth Amendment to Rights Agreement between Registrant and The      57
     First National Bank of Boston, dated May 19, 1999.

4.7  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).

4.8  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)].

4.9  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)].

4.10 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)].

4.11 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)].

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

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

4.14 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)].

4.15 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).

4.16 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).

4.17 Agreement, dated July 15, 1999, by and among Registrant, Devon       #
     Delaware Corporation and Kerr-McGee Corporation (incorporated by
     reference to Exhibit 4 to Registrant's Current Report on Form 8-k
     dated July 15, 1999).

4.18 Support Agreement, dated December 10, 1998, between the Registrant   #
     and Northstar Energy Corporation (incorporated by reference to
     Exhibit 4.1 to Registrant's Form 8-K dated as of December 11, 1998).

4.19 Exchangeable Share Provisions (incorporated by reference to Exhibit  #
     4.2 to Registrant's Form 8-K dated as of December 11, 1998).

10.1 U.S. Credit Agreement, dated December 11, 1998, among the            #
     Registrant, as U.S. Borrower, NationsBank, N.A., as
     Administrative Agent, NationsBanc Montgomery Securities,
     L.L.C., as Arranger, Bank One, Texas, N.A., as Syndication
     Agent, Bank of Montreal, as Documentation Agent, First Union,
     as Co-Documentation Agent, and Certain Financial Institutions,
     as Lenders (incorporated by reference to Exhibit 10.1 to
     Registrant's Form 8-K dated as of December 11, 1998).

10.2 Canadian Credit Agreement, dated December 11, 1998, among Northstar  #
     Energy Corporation and Devon Energy Canada Corporation, as
     Canadian Borrowers, Bank of America Canada, as Administrative Agent,
     NationsBanc Montgomery Securities, L.L.C., as Arranger, First
     Chicago Capital Markets, Inc., as Syndication Agent, Bank of
     Montreal, as Documentation Agent, First Union, as Co-Documentation
     Agent, and Certain Financial Institutions, as Lenders (incorporated
     by reference to Exhibit 10.2 to Registrant's Form 8-K dated as of
     December 11, 1998).

10.3 Morrison Petroleums Ltd. U.S. $75,000,000 6.76% Senior Notes Due    #
     July 19, 2005 Note Agreement Dated as of July 19, 1995
     (incorporated by reference to Exhibit 10.3 of Registrant's Annual
     Report on Form 10-K for the year ended December 31, 1998).

10.4 Northstar Energy Corporation U.S. $150,000,000 6.79% Senior Notes   #
     Due 2009 Note Agreement Dated as of March 2, 1998 (incorporated
     by reference to Exhibit 10.4 of Registrant's Annual Report on
     Form 10-K for the year ended December 31, 1998).

10.5 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)].*

10.6 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).*

10.7 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).*

10.8 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).*

10.9 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).*

10.10 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).*

10.11 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).*

10.12 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).*

10.13 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 June30,1997).*

10.14 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).*

10.15 Supplemental Benefit Agreement between Northstar Energy            #
      Corporation and John A. Hagg dated February 17, 1999
      (incorporated by reference to Exhibit 10.15 of Registrant's
      Annual Report on Form 10-K for the year ended December
      31, 1998).*

10.16 Consulting Agreement between Registrant and Thomas F.              #
      Ferguson dated June 1, 1989 incorporated by reference to
      Exhibit 10.16 of Registrant's Annual Report on Form 10-K
      for the year ended December 31, 1998).*

10.17 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).

10.18 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).

10.19 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)].

10.20 Supplemental Agreement to Amended and Restated Agreement and Plan   #
      of Merger, dated as of July 8, 1999, by and among Registrant,
      Devon Delaware Corporation, Devon Oklahoma Corporation and
      PennzEnergy Company [incorporated by reference to Exhibit 10.1
      of Devon Delaware Corporation's Registration Statement on Form
      S-4 (No. 333-82903)].

10.21 Amended and Restated Stock Option Agreement, dated as of May 19,    #
      1999, by and between Devon Energy Corporation, as issuer and
      PennzEnergy Company, as grantee (incorporated by reference to
      Annex D to Registrant's definitive proxy statement for a special
      meeting of shareholders filed on July 16, 1999).

10.22 Amended and Restated Stock Option Agreement, dated as of May 19,    #
      1999, by and between PennzEnergy Company, as issuer, and Devon
      Energy Corporation, as grantee (incorporated by reference to Annex
      E to Registrant's definitive proxy statement for a special
      meeting of shareholders filed on July 16, 1999).


#  Incorporated by reference.