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, 1998

                               OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                   Commission File No. 1-10067


                    DEVON ENERGY CORPORATION
     (Exact Name of Registrant as Specified in its Charter)


          Oklahoma                           73-1474008
(State or Other Jurisdiction of           (I.R.S. Employer
Incorporation or Organization)            Identification Number)
    20 N. Broadway, Suite 1500
     Oklahoma City, Oklahoma                   73102
(Address of Principal Executive Offices)     (Zip Code)

Registrant's telephone number, including area code: (405) 235-3611
                                

                         Not applicable


Former name, former address and former fiscal year, if changed
from last report.

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes X  No    .

      The  number  of  shares outstanding of Registrant's  common
stock, par value $.10, as of July 31, 1998, was 32,319,894.

                      1 of 87 total pages
              (Exhibit Index is found at page 27)
<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, 1998 (Unaudited)         4
          and December 31, 1997

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

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

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

          Notes to Consolidated Financial Statements.                    8

       Item 2.  Management's Discussion and Analysis of Financial       12
                Condition and Results of Operations.

     Part  II. Other Information

       Item 4.  Submission of Matters to a Vote of Security Holders     21

       Item 5.  Other Information                                       22

       Item 6.  Exhibits and Reports on Form 8-K                        22
<PAGE>

                    DEVON ENERGY CORPORATION















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















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


<PAGE>

           DEVON ENERGY CORPORATION AND SUBSIDIARIES
                  Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                         June 30,    December 31,
                                                           1998          1997
                                                       (Unaudited)
Assets
Current assets:
  <S>                                             <C>                <C>
  Cash and cash equivalents                       $     23,094,585   42,064,344
  Accounts receivable                                   42,360,675   47,507,805
  Inventories                                            2,288,025    2,422,822
  Prepaid expenses                                       1,748,998      799,923
  Deferred income taxes                                    434,000      434,000

    Total current assets                                69,926,283   93,228,894

Property and equipment, at cost, based on the
  full cost method of accounting for oil and
  gas properties                                    1,189,645,968 1,103,320,502
  Less: Accumulated depreciation, depletion
    and amortization                                  409,471,337   365,517,722

                                                      780,174,631   737,802,780
Other assets                                           13,055,803    15,371,368

    Total assets                                $     863,156,717   846,403,042

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable:
    Trade                                              12,395,635     9,628,890
    Revenues and royalties due to others                9,659,195    11,531,296
  Income taxes payable                                          -     4,901,940
  Accrued expenses                                      2,423,959     4,750,699

    Total current liabilities                          24,478,789    30,812,825

Revenues and royalties due to others                    2,926,406     2,862,794
Other liabilities                                      23,765,849    18,177,130
Deferred income taxes                                 105,935,000   101,474,000

Company-obligated mandatorily redeemable convertible
  preferred securities of subsidiary trust holding
  solely 6.5% convertible junior subordinated
  debentures of Devon Energy Corporation              149,500,000   149,500,000

Stockholders' equity:
  Preferred stock of $1.00 par value.
    Authorized 3,000,000 shares; none issued                    -             -
  Common stock of $.10 par value.
    Authorized 400,000,000 shares; issued
    32,319,894 in 1998 and 32,318,895 in 1997           3,231,990     3,231,890
  Additional paid-in capital                          392,937,092   392,919,170
  Retained earnings                                   164,470,563   149,946,232
  Accumulated other comprehensive earnings (loss) -
    foreign currency translation adjustments           (4,088,972)   (2,520,999)

    Total stockholders' equity                        556,550,673   543,576,293

    Total liabilities and stockholders' equity   $    863,156,717   846,403,042

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

                                       Three Months                  Six Months
                                      Ended June 30,               Ended June 30,
                                     1998         1997           1998          1997

Revenues
  <S>                            <C>            <C>           <C>           <C>
  Oil sales                      $21,104,046    32,060,026    45,564,146    69,590,006
  Gas sales                       35,763,986    30,175,836    70,278,561    73,413,977
  Natural gas liquids sales        4,000,937     5,523,964     7,988,409    11,327,885
  Other                            1,683,762     1,891,956     3,603,058     3,219,560

      Total revenues              62,552,731    69,651,782   127,434,174   157,551,428

Costs and expenses
  Lease operating expenses        18,487,446    14,528,284    37,112,069    30,340,921
  Production taxes                 3,515,684     3,745,547     6,539,199     9,055,391
  Depreciation, depletion and
    amortization                  23,350,705   20,597,744     45,023,733    40,142,296
  General and administrative
    expenses                       3,465,456    3,606,610      6,740,412     6,236,495
  Interest expense                    40,042       28,231         50,739       159,038
  Distributions on preferred
    securities of subsidiary
    trust                          2,429,376    2,429,376      4,858,751     4,858,751

      Total costs and expenses    51,288,709   44,935,792    100,324,903    90,792,892

Earnings before income taxes      11,264,022   24,715,990     27,109,271     66,758,536

Income tax expense
  Current                          1,943,000    3,500,000      4,636,000      8,545,000
  Deferred                         1,706,000    6,386,000      4,717,000     18,158,000

    Total income tax expense       3,649,000    9,886,000      9,353,000     26,703,000

Net earnings                    $  7,615,022   14,829,990     17,756,271     40,055,536

Net earnings per average common
  share outstanding (Note 2):
        Basic                          $0.24         0.46           0.55           1.25
        Diluted                         0.24         0.44           0.55           1.15

Weighted average common shares
  outstanding                     32,319,828   32,165,904     32,319,364     32,153,667



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

<CAPTION>

                                               Three Months                Six Months
                                               Ended June 30,            Ended June 30,
                                             1998          1997          1998        1997

<S>                                      <C>            <C>          <C>          <C>
Net earnings                             $ 7,615,022    14,829,990   17,756,271   40,055,536

Other comprehensive earnings (loss) -
  foreign currency translation
  adjustments (Note 1)                    (2,025,183)      152,363   (1,567,973)    (450,798)

Comprehensive earnings                  $  5,589,839    14,982,353   16,188,298   39,604,738









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

<CAPTION>
                                                           Six Months
                                                          Ended June 30,
                                                       1998            1997

Cash flows from operating activities
  <S>                                              <C>              <C>
  Net earnings                                     $ 17,756,271     40,055,536
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation, depletion and amortization       45,023,733     40,142,296
     (Gain) loss on sale of assets                      (80,198)       (26,681)
     Deferred income taxes                            4,717,000     18,158,000
     Changes in assets and liabilities:
       (Increase) decrease in:
         Accounts receivable                          5,267,203     (9,798,563)
         Inventories                                    119,173         17,285
         Prepaid expenses                            (1,184,068)    (1,228,235)
         Other assets                                   928,522        (42,005)
       Increase (decrease) in:
         Accounts payable                             2,246,387      9,900,406
         Income taxes payable                        (5,150,940)    (1,962,110)
         Accrued expenses                            (2,321,978)    (1,517,493)
         Revenues and royalties due to others            63,612       (214,378)
         Long-term  other  liabilities                  233,370        268,798

         Net  cash provided by operating activities  67,618,087     93,752,856

Cash flows from investing activities
   Proceeds from sale of property and equipment         457,373      1,307,310
   Capital expenditures                             (89,234,770)   (51,895,414)
   Decrease in other assets                              31,345              -

         Net cash used in investing activities      (88,746,052)   (50,588,104)

Cash flows from financing activities
   Proceeds from borrowings on revolving lines
     of credit                                               -       1,847,750
   Principal payments on revolving line of credit            -      (9,843,750)
   Issuance of common stock                             18,022         843,418
   Dividends paid on common stock                   (3,231,940)     (3,215,995)
   Increase in long-term other liabilities           5,584,334         680,377

          Net cash provided (used) by financing
            activities                               2,370,416      (9,688,200)

Effect  of exchange rate changes on cash              (212,210)        (32,998)

Net increase (decrease) in cash and cash
  equivalents                                      (18,969,759)     33,443,554

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

Cash and cash equivalents at end of period      $   23,094,585      42,844,904



See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
           DEVON ENERGY CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

Basis of Presentation

     The accompanying consolidated financial statements and notes
thereto  have been prepared pursuant to the rules and regulations
of  the Securities and Exchange Commission.  Accordingly, certain
footnote  disclosures  normally included in financial  statements
prepared   in  accordance  with  generally  accepted   accounting
principles  have  been  omitted.  The  accompanying  consolidated
financial  statements  and  notes  thereto  should  be  read   in
conjunction with the consolidated financial statements and  notes
thereto included in Devon's 1997 annual report on Form 10-K.

      In  the opinion of Devon's management, all adjustments (all
of  which  are  normal and recurring) have been  made  which  are
necessary to fairly state the consolidated financial position  of
Devon  and its subsidiaries as of June 30, 1998, and the  results
of  their operations and their cash flows for the three month and
six month periods ended June 30, 1998 and 1997.

Comprehensive  Earnings  (Loss) -  Foreign  Currency  Translation
Adjustments

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

     Devon  owns  certain oil and gas properties in Canada.   For
purposes of foreign currency translation, the Canadian dollar  is
the   functional   currency  for  Devon's  Canadian   operations.
Translation  adjustments resulting from translating the  Canadian
subsidiary's  foreign  currency financial  statements  into  U.S.
dollar  equivalents are reported separately in  the  consolidated
statements  of  comprehensive operations, and  accumulated  in  a
separate  component of stockholders' equity in  the  consolidated
balance sheets.  The amounts reported have no related income  tax
expense or benefit.

Reclassifications

     Certain  items  in the 1997 consolidated statement  of  cash
flows  have  been  reclassified  to  correspond  with  the   1998
presentation.

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 and  six  month  periods
ended June 30, 1998 and 1997.
<TABLE>
<CAPTION>
                                                                                Net
                                                                  Common     Earnings
                                                       Net        Shares        Per
                                                     Earnings   Outstanding    Share

    Three Months Ended June 30, 1998:

     <S>                                           <C>           <C>          <C>
     Basic earnings per share                      $ 7,615,022   32,319,828   $ 0.24

     Dilutive effect of:
       Potential common shares issuable upon the
       conversion of Trust Convertible Preferred
       securities (the increase in net earnings
       is net of income tax expense of $963,000)     1,506,489    4,901,507

       Potential common shares issuable upon the
        exercise  of  outstanding stock  options             -      355,554

     Diluted earnings per share                   $  9,121,511   37,576,889   $ 0.24

    Three Months Ended June 30, 1997:

     Basic earnings per share                     $ 14,829,990   32,165,904   $ 0.46

     Dilutive effect of:
       Potential common shares issuable upon the
       conversion of Trust Convertible Preferred
       securities (the increase in net earnings
       is net of income tax expense of $963,000)     1,506,489    4,901,507

       Potential common shares issuable upon the
       exercise  of  outstanding  stock  options             -      359,855

     Diluted earnings per share                   $ 16,336,479   37,427,266   $ 0.44

    Six Months Ended June 30, 1998:

     Basic earnings per share                     $ 17,756,271   32,319,364   $ 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)   3,012,978    4,901,507

       Potential common shares issuable upon the
       exercise  of  outstanding stock  options              -      350,153

     Diluted earnings per share                   $ 20,769,249   37,571,024   $ 0.55

    Six Months Ended June 30, 1997:

     Basic earnings per share                     $ 40,055,536   32,153,667   $ 1.25

     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 $1,926,000)   3,012,977    4,901,507

       Potential common shares issuable upon the
       exercise  of  outstanding  stock  options            -       360,124

     Diluted earnings per share                  $ 43,068,513    37,415,298   $ 1.15
</TABLE>

3.   Full Cost Ceiling Test
    
     Under the full cost method of accounting, the net book value
of  oil  and gas properties, less related deferred income  taxes,
may not exceed a calculated "ceiling."  The ceiling limitation is
the  discounted  estimated  after-tax future  net  revenues  from
proved oil and gas properties.  The ceiling is imposed separately
by  country.  In calculating future net revenues, current  prices
and costs are generally held constant indefinitely.  The net book
value,  less deferred tax liabilities, is compared to the ceiling
on  a  quarterly and annual basis.  Any excess of  the  net  book
value,  less  deferred  taxes, is generally  written  off  as  an
expense.  Under the Securities and Exchange Commission rules  and
regulations, the excess above the ceiling is not written off  if,
subsequent  to the end of the quarter or year, but prior  to  the
release  of  the financial results, prices increase  sufficiently
such  that an excess above the ceiling would not have existed  if
the increased prices were used in the calculations.

     At  December 31, 1997, Devon's net book value of oil and gas
properties  less  deferred taxes was well  below  the  calculated
ceiling.  This excess "cushion" was $146 million for Devon's U.S.
properties  and  $18 million for its Canadian  properties.   From
December  31,  1997, to June 30, 1998, the Texas Gulf  Coast  gas
price  decreased approximately 17% and the price  of  West  Texas
Intermediate crude oil decreased approximately 26%.  As a result,
as  of  June 30, 1998, the book value of Devon's U.S. properties,
less   deferred  taxes,  exceeded  the  full  cost   ceiling   by
approximately  $24 million.  (Devon's Canadian properties  had  a
full  cost cushion of approximately $4 million at June 30, 1998.)
However,  prices in the U.S. improved sufficiently subsequent  to
June  30,  1998,  but  before Devon's  second  quarter  financial
statements  were  released,  to  restore  the  U.S.  cushion   to
approximately $17 million.  As a result, Devon was  not  required
to  record  a reduction of its oil and gas properties  under  the
U.S.  full  cost  method of accounting in the second  quarter  of
1998.  Had Devon been required to record the reduction using June
30, 1998, prices, the reduction would have been approximately $39
million,  offset by approximately $15 million of deferred  income
tax benefit.

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

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

     On  July  8,  1998, Devon filed a Form 8-K  concerning  this
pending  merger.   The  Form  8-K  contains  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, 1998, compared to the three month and  six  month
periods  ended  June 30, 1997, and in financial  condition  since
December 31, 1997.  It is presumed that readers have read or have
access to Devon's 1997 annual report on Form 10-K.

Overview

     Production for the second quarter of 1998 totaled 5.2
million barrels of oil equivalent ("Boe") of oil, natural gas and
natural gas liquids ("NGL").  This was an increase of 3% above
1997's second quarter production total.  However, due to lower
oil and NGL prices, 1998's second quarter revenues of $62.6
million were down 10% compared to the comparable 1997 total of
$69.7 million.  The reduction in second quarter revenues also led
[FN]
to lower net earnings and cash margin1.  Net earnings for the
second quarter of 1998 of $7.6 million were 49% below 1997's
second quarter net earnings of $14.8 million.  Basic net earnings
per share in the 1998 quarter were $0.24 per share compared to
$0.46 per share in the 1997 quarter.  Cash margin in the second
quarter of 1998 of $32.7 million was 22% below the second quarter
of 1997's cash margin of $41.8 million.

     Production for the first six months of 1998 totaled 10.3
million Boe.  This was an increase of 3% above 1997's first half
production total.  However, average oil, gas and NGL prices for
the first half of 1998 were significantly lower than in the first
half of 1997.  These lower prices led to reductions in revenues,
net earnings and cash margin in the 1998 period.  Total revenues
in the 1998 period of $127.4 million were 19% below the
comparable 1997 total of $157.6 million.  Net earnings for the
first half of 1998 of $17.8 million were 56% below 1997's first
half net earnings of $40.1 million.  Basic net earnings per share
in the first six months of 1998 were $0.55 per share compared to
$1.25 per share in the comparable 1997 period.  Cash margin in
the first half of 1998 of $67.5 million was 31% below the total
of $98.4 million for the first half of 1997.

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

Results of Operations

     Total revenues decreased $7.1 million, or 10%, in the second
quarter of 1998, and $30.1 million, or 19%, in the first half of
1998.  These decreases were caused by reductions in the average
prices of oil, gas and NGLs.  Oil, gas and NGL revenues were down
$6.9 million, or 10%, in the second quarter of 1998, and $30.5
million, or 20%, in the first half of 1998.  The relative
contributions of production and price changes to the quarterly
comparisons of revenues are shown in the tables below.  (Note:
Unless otherwise stated, all references in this report to dollar
amounts regarding Devon's Canadian operations are expressed in
U.S. dollars.)
<TABLE>
<CAPTION>
                                                         Total
                                 Three Months Ended                 Six Months Ended
                                       June 30,                          June 30,
                            1998         1997    Change       1998          1997    Change
    Production
     <S>                 <C>          <C>          <C>      <C>          <C>          <C>
     Oil (Bbls)          1,672,934    1,738,187    -4%      3,397,044    3,493,452    -3%
     Gas (Mcf)          18,621,648   17,314,448    +8%     36,617,951   34,332,323    +7%
     NGL  (Bbls)           412,359      432,393    -5%        802,498      800,498    - %
     Oil, Gas and
<FN>
       NGL (Boe)1        5,188,901    5,056,321    +3%     10,302,534   10,016,004    +3%

    Revenues
      Oil              $21,104,046   32,060,026   -34%     45,564,146   69,590,006   -35%
      Gas               35,763,986   30,175,836   +19%     70,278,561   73,413,977    -4%
      NGL                4,000,937    5,523,964   -28%      7,988,409   11,327,885   -29%

      Combined         $60,868,969   67,759,826   -10%    123,831,116  154,331,868   -20%

    Average Prices
      Oil  (Per Bbl)        $12.61        18.44   -32%          13.41        19.92   -33%
      Gas (Per Mcf)         $ 1.92         1.74   +10%           1.92         2.14   -10%
      NGL (Per Bbl)         $ 9.70        12.78   -24%           9.95        14.15   -30%
      Oil, Gas and NGL
<FN>
       (Per Boe)1           $11.73        13.40   -12%          12.02        15.41   -22%
</TABLE>
<TABLE>
<CAPTION>
                                                       Domestic
                                 Three Months Ended                 Six Months Ended
                                       June 30,                           June 30,
                             1998        1997     Change      1998          1997    Change

    Production
     <S>                  <C>          <C>          <C>     <C>          <C>          <C>
     Oil (Bbls)           1,421,338    1,503,440    -5%     2,906,482    3,017,022    -4%
     Gas  (Mcf)          16,666,329   15,198,083   +10%    32,600,865   30,098,825    +8%
     NGL  (Bbls)            377,683      385,379    -2%       731,479      718,994    +2%
     Oil, Gas and
<FN>
       NGL (Boe)1         4,576,743    4,421,833    +4%     9,071,439    8,752,487    +4%

    Revenues
     Oil                $17,958,664   27,761,317   -35%    39,066,565   60,216,142   -35%
     Gas                 33,096,925   27,708,475   +19%    65,077,468   67,319,351    -3%
     NGL                  3,454,550    4,790,391   -28%     6,999,673    9,981,159   -30%

     Combined           $54,510,139   60,260,183   -10%   111,143,706  137,516,652   -19%

    Average Prices
     Oil  (Per Bbl)          $12.64        18.47   -32%         13.44        19.96   -33%
     Gas (Per Mcf)           $ 1.99         1.82    +9%          2.00         2.24   -11%
     NGL (Per Bbl)           $ 9.15        12.43   -26%          9.57        13.88   -31%
     Oil, Gas and NGL
<FN>
       (Per Boe)1            $11.91        13.63   -13%         12.25        15.71   -22%
</TABLE>
<TABLE>
<CAPTION>
                                                          Canada
                                  Three Months Ended                 Six Months Ended
                                        June 30,                           June 30,
                              1998        1997     Change       1998         1997    Change

  Production
      <S>                    <C>         <C>         <C>       <C>         <C>        <C>
      Oil (Bbls)             251,596     234,747     +7%       490,562     476,430    +3%
      Gas  (Mcf)           1,955,319   2,116,365     -8%     4,017,086   4,233,498    -5%
      NGL  (Bbls)             34,676      47,014    -26%        71,019      81,504   -13%
      Oil, Gas and
<FN>
       NGL (Boe)1            612,158     634,488     -4%     1,231,095   1,263,517    -3%

  Revenues
      Oil                 $3,145,382   4,298,709    -27%     6,497,581   9,373,864   -31%
      Gas                  2,667,061   2,467,361     +8%     5,201,093   6,094,626   -15%
      NGL                    546,387     733,573    -26%       988,736   1,346,726   -27%

      Combined           $ 6,358,830   7,499,643    -15%    12,687,410  16,815,216   -25%

  Average Prices
      Oil  (Per Bbl)          $12.50       18.31    -32%         13.25       19.68   -33%
      Gas (Per Mcf)           $ 1.36        1.17    +16%          1.29        1.44   -10%
      NGL (Per Bbl)           $15.76       15.60     +1%         13.92       16.52   -16%
     Oil, Gas and NGL
<FN>
       (Per Boe)1             $10.39       11.82    -12%         10.31       13.31   -23%


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

     Oil Revenues.  Oil revenues decreased $11.0 million, or 34%,
in the second quarter of 1998.  A decrease in the average price
of $5.83 per barrel, or 32%, reduced oil revenues by $9.8
million.  The remaining $1.2 million reduction in oil revenues
was caused by a 65,000 barrel, or 4%, decrease in production.

     Oil revenues decreased $24.0 million, or 35%, in the first
half of 1998.  A decrease in the average price of $6.51 per
barrel, or 33%, reduced oil revenues by $22.1 million.  The
remaining $1.9 million reduction in oil revenues was caused by a
96,000 barrel, or 3%, decrease in production.

     Gas Revenues.  Gas revenues increased $5.6 million, or 19%,
in the second quarter of 1998.  An increase in the average price
of $0.18 per Mcf, or 10%, increased gas revenues by $3.3 million.
The remaining $2.3 million of increased gas sales was caused by a
1.3 Bcf, or 8%, increase in gas production.

     Devon's coal seam gas properties produced 5.1 Bcf of gas in
the second quarter of 1998 compared to 4.5 Bcf in the second
quarter of 1997.  During the last two years, Devon has conducted
a program of mechanical improvements at the Northeast Blanco Unit
coal seam gas property.  Such program has resulted in the
majority of the quarterly and year-to-date gains in coal seam gas
production during 1998.  Devon's other domestic properties
produced 11.6 Bcf in 1998's second quarter compared to 10.7 Bcf
produced in 1997's second quarter.  This increase was primarily
due to new wells drilled since the middle of 1997.


     The coal seam gas properties averaged $1.76 per Mcf in
1998's second quarter compared to the average of $1.74 per Mcf in
1997's second quarter.  Devon's other domestic gas properties
averaged $2.09 per Mcf in the 1998 quarter compared to $1.86 per
Mcf in the 1997 quarter.

     Gas revenues decreased $3.1 million, or 4%, in the first
half of 1998.  A decrease in the average price of $0.22 per Mcf,
or 10%, reduced gas revenues by $8.0 million.  A 2.3 Bcf, or 7%,
increase in gas production offset $4.9 million of the reduction
caused by lower prices.

     Devon's coal seam gas properties produced 10.1 Bcf of gas in
the first half of 1998 compared to 8.6 Bcf in the first half of
1997.  Devon's other domestic properties produced 22.5 Bcf in
1998's first six months compared to 21.5 Bcf produced in 1997's
first six months.  The coal seam gas properties averaged $1.79
per Mcf in 1998's first six months compared to the average of
$2.06 per Mcf in 1997's first half.  Devon's other domestic gas
properties averaged $2.09 per Mcf in the first half of 1998
compared to $2.31 per Mcf in the first half of 1997.

     NGL Revenues.  NGL revenues decreased $1.5 million, or 28%,
in the second quarter of 1998.  A decrease in the average price
of $3.08 per barrel, or 24%, reduced NGL revenues by $1.3
million.  A 20,000 barrel, or 5%, decline in production caused
the remaining $0.2 million of decrease in NGL revenues.

     NGL revenues decreased $3.3 million, or 29%, in the first
half of 1998.  A decrease in the average price of $4.20 per
barrel, or 30%, reduced NGL revenues by $3.3 million.  A 2,000
barrel increase in production had only a minimal impact on
revenues.

     Other Revenues.  Other revenues decreased $0.2 million, or
11%, in the second quarter of 1998.  This was primarily caused by
a $0.3 million decrease in third party processing income.  Other
revenues increased $0.4 million, or 12%, in the first half of
1998, primarily due to a $0.5 million increase in interest
income.

     Production and Operating Expenses.  Components of production
and  operating expenses in the second quarter and first  half  of
1998  increased  or decreased compared to 1997 as  shown  in  the
tables below.
<TABLE>
<CAPTION>
                                                                     Total
                                             Three  Months Ended                  Six  Months Ended
                                                  June 30,                              June 30,
                                       1998         1997     Change         1998         1997      Change
    Expenses
      Recurring operations and
        <S>                       <C>            <C>           <C>      <C>           <C>           <C>
        maintenance  expenses     $17,145,655    13,713,587    +25%     34,495,782    28,574,806    +21%
      Well  workover expenses       1,341,791       814,697    +65%      2,616,287     1,766,115    +48%
      Production  taxes             3,515,684     3,745,547     -6%      6,539,199     9,055,391    -28%

       Total production and
           operating   expenses   $22,003,130    18,273,831    +20%     43,651,268    39,396,312    +11%

    Expenses Per Boe
      Recurring operations and
        maintenance  expenses           $3.30          2.71    +22%           3.35          2.85    +18%
      Well  workover expenses            0.26          0.16    +63%           0.25          0.18    +39%
      Production taxes                   0.68          0.74     -8%           0.64          0.90    -29%

       Total production and
          operating  expenses           $4.24          3.61    +17%           4.24          3.93     +8%
</TABLE>
<TABLE>
<CAPTION>
                                                                   Domestic
                                            Three  Months Ended                   Six Months Ended
                                                  June 30,                              June 30,
                                      1998          1997     Change         1998          1997      Change
    Expenses
      Recurring operations and
        <S>                       <C>            <C>           <C>      <C>            <C>           <C>
        maintenance  expenses     $15,394,018    12,453,033    +24%     30,878,495     25,664,160    +20%
      Well  workover expenses       1,297,485       642,130   +102%      2,485,257      1,560,690    +59%
      Production  taxes             3,449,313     3,743,006     -8%      6,405,693      8,918,077    -28%

       Total production and
           operating   expenses   $20,140,816    16,838,169    +20%     39,769,445     36,142,927    +10%

    Expenses Per Boe
      Recurring operations and
        maintenance  expenses           $3.36          2.82    +19%           3.40           2.93    +16%
      Well  workover expenses            0.28          0.14   +100%           0.27           0.18    +50%
      Production taxes                   0.76          0.85    -11%           0.71           1.02    -30%

       Total production and
          operating  expenses           $4.40          3.81    +15%           4.38           4.13    +6%
</TABLE>
<TABLE>
<CAPTION>
                                                                    Canada
                                             Three Months Ended                    Six Months Ended
                                                   June 30,                            June 30,
                                       1998          1997    Change        1998          1997     Change
    Expenses
      Recurring operations and
       <S>                         <C>            <C>          <C>      <C>           <C>          <C>
       maintenance expenses        $1,751,637     1,260,554    +39%     3,617,287     2,910,646    +24%
      Well workover expenses           44,306       172,567    -74%       131,030       205,425    -36%
      Production  taxes                66,371         2,541     NM        133,506       137,314     -3%

       Total production and
           operating   expenses    $1,862,314     1,435,662    +30%     3,881,823     3,253,385    +19%

    Expenses Per Boe
      Recurring operations and
        maintenance expenses            $2.86          1.99    +44%          2.94          2.30    +28%
      Well workover expenses             0.07          0.27    -74%          0.10          0.16    -38%
      Production taxes                   0.11            -      NM           0.11          0.11     - %

       Total production and
          operating  expenses           $3.04          2.26    +35%          3.15          2.57    +23%

NM  - Not a meaningful figure.
</TABLE>
     Recurring operations and maintenance expenses increased $3.4
million, or 25%, in the second quarter of 1998.  Expenses
incurred on new wells and property acquisitions added since the
second quarter of 1997 accounted for $2.0 million of the
increase.  Also, the quarterly portion of estimated annual ad
valorem taxes increased $0.4 million in the 1998 quarter.
However, approximately $0.3 million of this increase is due to
timing differences between the periods, as 1997's annual ad
valorem taxes were underestimated during the first three quarters
of 1997.  The remaining $1.0 million of increased expenses in the
second quarter were evenly split between the U.S. and Canada.
The $0.5 million increase in the U.S. was primarily the result of
vendor and wage increases since the middle of 1997.  The $0.5
million increase in Canada was primarily caused by accounting
adjustments in the 1997 quarter that reduced that period's
expense to an amount that was unusually low.

     Production taxes decreased $0.2 million, or 6%, in the
second quarter of 1998.  The majority of this decrease was
related to the 10% decrease in total oil, gas and NGL revenues in
the 1998 quarter.

     Recurring operations and maintenance expenses increased $5.9
million, or 21%, in the first half of 1998.  Expenses incurred on
new wells and property acquisitions added since the middle of
1997 accounted for $3.6 million of the increase.  Also, the
quarterly portion of estimated annual ad valorem taxes increased
$1.5 million in the first six months of 1998.  However,
approximately $1.2 million of this increase is due to timing
differences between the periods, as 1997's annual ad valorem
taxes were underestimated during the first three quarters of
1997.

     Production taxes decreased $2.5 million, or 28%, in the
first half of 1998.  The majority of this decrease was related to
the 20% decrease in total oil, gas and NGL revenues in the 1998
period.  Additionally, production taxes dropped in the 1998
period due to the benefit of lower rates on certain Texas and
Wyoming properties that qualified for either lower production tax
rates or as tax-exempt properties.

     Depreciation, Depletion and Amortization Expense ("DD&A").
Oil and gas property related DD&A increased $2.7 million, or 14%,
from $19.9 million in the second quarter of 1997 to $22.6 million
in the second quarter of 1998.  An increase in the DD&A rate from
$3.94 per Boe in 1997's second quarter to $4.36 per Boe in 1998's
second quarter accounted for $2.2 million of the increase in DD&A
expense.  The remaining $0.5 million of increase was caused by
the 133,000 Boe, or 3%, increase in total oil, gas and NGL
production in the 1998 quarter.

     Oil and gas property related DD&A increased $4.8 million, or
12%, from $38.8 million in the first half of 1997 to $43.6
million in the first half of 1998.  An increase in the DD&A rate
from $3.87 per Boe in 1997's first six months to $4.23 per Boe in
1998's first six months accounted for $3.7 million of the
increase in DD&A expense.  The remaining $1.1 million of increase
was caused by the 287,000 Boe, or 3%, increase in total oil, gas
and NGL production in the 1998 period.

     General and Administrative Expenses ("G&A").  G&A decreased
$0.1 million, or 4%, in the second quarter of 1998.  Employee
salaries and related overhead costs, including insurance and
pension expense, increased $0.9 million in the 1998 quarter.
This increase was due to a combination of compensation increases
and an increase in the number of personnel in Devon's Oklahoma
City and Calgary offices.  The increase in salaries and related
overhead was partially offset by an increase in the amount of
such costs that were capitalized pursuant to the full cost method
of accounting.  Approximately $1.6 million of costs were
capitalized in the second quarter of 1998 compared to $0.9
million in the second quarter of 1997.

     Net G&A was reduced by an increase in Devon's overhead
reimbursements.  As the operator of a property, Devon receives
these reimbursements from the property's working interest owners.
Devon records the reimbursements as reductions to G&A.  In the
second quarter of 1998, these reimbursements increased $0.5
million compared to the second quarter of 1997.

     G&A increased $0.5 million, or 8%, in the first six months
of 1998.  Employee salaries and related overhead costs, including
insurance and pension expense, increased $1.8 million in the 1998
period.  This increase was due to a combination of compensation
increases and an increase in the number of personnel in Devon's
Oklahoma City and Calgary offices.  The increase in salaries and
related overhead was partially offset by an increase in the
amount of such costs that were capitalized pursuant to the full
cost method of accounting.  Approximately $2.9 million of costs
were capitalized in the first half of 1998 compared to $1.8
million in the first half of 1997.  Other G&A items that incurred
significant increases in the 1998 quarter were costs of leasing
various office equipment and data related to exploration
activities, which were up $0.2 million, and costs of abandoned
acquisitions, which were also up $0.2 million.

     Net G&A in 1998's first six months was reduced by a $0.8
million increase in Devon's overhead reimbursements received in
the 1998 period.

     Interest Expense.  Interest expense incurred in the second
quarters of 1998 and 1997 were comparable and were immaterial to
the overall financial results of each period.  Interest expense
decreased $0.1 million, or 68%, in the first half of 1998.  The
average debt balance decreased from $1.5 million in the first
half of 1997 to zero in the first half of 1998.  Interest expense
recorded in the 1998 period consists primarily of facility and
agency fees paid under the terms of Devon's long-term credit
facilities, offset by $0.2 million of gain recognized from a 1996
termination of an interest rate swap.  As of June 30, 1998, all
of such gain has been recognized and the 1996 termination will
not affect future periods.

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

     Distributions on Preferred Securities of Subsidiary Trust.
Devon issued $149.5 million of 6.5% Trust Convertible Preferred
Securities ("TCP Securities") in July, 1996.  The proceeds from
this issuance were used to substantially retire Devon's long-term
bank debt.  Distributions on the TCP Securities accrue and are
paid at the rate of 1.625% per quarter.

     Income Taxes.  During interim periods, income tax expense is
based on the estimated effective income tax rate that is expected
for the entire fiscal year.  The estimated effective tax rates in
the second quarter and first half of 1998 were 32.4% and 34.5%,
respectively, compared to 40% estimated in the second quarter and
first half of 1997.  (However, the eventual actual tax rate for
the year 1997 was reduced to 38%.)  The lower rate in 1998's
second quarter includes the effect of Devon lowering its
estimated tax rate for the year 1998 from 36% estimated as of the
end of the first quarter to a revised estimate of 34.5%.

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

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

Capital Expenditures, Capital Resources and Liquidity

     The following discussion of capital expenditures, capital
resources and liquidity should be read in conjunction with the
consolidated statements of cash flows included in Part 1, Item 1
elsewhere herein.

     Capital Expenditures.  Cash used for capital expenditures
increased 72% from $51.9 million in the first half of 1997 to
$89.2 million in the first half of 1998.  Approximately $87.2
million was spent in the 1998 period on acquisitions, exploration
and development efforts, compared to $50.0 million spent in the
first six months of 1997.

     Capital Resources and Liquidity.  Net cash provided by
operating activities ("operating cash flow") continued to be the
primary source of capital and liquidity in the first half of
1998.  Operating cash flow in the first half of 1998 was $67.6
million, compared to $93.8 million in the first half of 1997.
Lower revenues caused by average price declines, as discussed
earlier, were the primary cause for the reduction in operating
cash flow in 1998.

     Devon's operating and financing cash flow in the first half
of 1998, combined with cash on hand, was more than sufficient to
fund the period's capital expenditures and dividend requirements.
Therefore, Devon did not utilize its credit lines during the
period.  On May 15, 1998, Devon entered into a new long-term
credit facility with its lenders.  The new facility is an
unsecured "balance sheet" facility that replaced the previous
unsecured "borrowing base" facility. The amount of credit
available under the new facility as of June 30, 1998, was $208
million, which was unchanged from the previous facility.  If so
desired, Devon believes its lenders would increase its credit
lines to at least $450 million to $500 million.  Also, Devon had
a demand facility for its Canadian operations which totalled
$12.5 million in Canadian dollars.  All of this Canadian facility
also was available for future use.

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

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

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

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

     On  July  8,  1998, Devon filed a Form 8-K  concerning  this
pending  merger.   The  Form  8-K  contains  further  disclosures
regarding  the merger and certain financial data concerning  both
companies.
<PAGE>

           DEVON ENERGY CORPORATION AND SUBSIDIARIES
           Notes to Consolidated Financial Statements



Part II. Other Information

     Item 1.  Legal Proceedings

         None

     Item 2.  Changes in Securities

         None

     Item 3.  Defaults Upon Senior Securities

         None

     Item 4.  Submission of Matters to a Vote of Security Holders

         (a)  The  Company's annual meeting of  shareholders  was
         held  in  Oklahoma  City, Oklahoma at 11:00  a.m.  local
         time, on Wednesday, May 20, 1998.

         (b)  Proxies for the meeting were solicited pursuant  to
         Regulation  14  under  the Securities  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  32,317,169  shares  of  the
         Company's  common  stock  outstanding  and  entitled  to
         vote,  30,069,225 shares were present at the meeting  in
         person  or  by  proxy,  representing  approximately   93
         percent  of  the  total outstanding.   The  only  matter
         voted  upon  at  the meeting was the election  of  three
         directors  to serve on the Company's board of  directors
         until  the  2001  annual meeting of  shareholders.   The
         vote  tabulation  with respect to each  nominee  was  as
         follows:
<TABLE>
<CAPTION>
           Nominee                  For          Authority Withheld

      <S>                       <C>                   <C>
      David  M. Gavrin          29,953,681            115,544
      Tom J. McDaniel           29,953,193            116,032
      John W. Nichols           29,947,399            121,826
</TABLE>

     Item 5.  Other Information

              Discretionary Voting of Proxies at Annual Meeting.
              Devon will exercise discretionary authority to vote
              proxies at Devon's next annual meeting of shareholders
              on any shareholder proposal for which the shareholder
              has not requested inclusion in Devon's proxy statement
              unless the shareholder notifies Devon of the proposal
              and the shareholder's intention to present the
              proposal from the floor of the meeting not later 
              than February 13, 1999.

     Item 6.  Exhibits and Reports on Form 8-K

     (a)      Exhibits required by Item 601 of Regulation S-K are
as follows:

         Exhibit
           No.

          2.1  Agreement  and  Plan of Merger  among  Registrant,
               Devon   Energy  Corporation  (Nevada),  Kerr-McGee
               Corporation,  Kerr-McGee  North  American  Onshore
               Corporation  and Kerr-McGee Canada  Onshore  Ltd.,
               dated  October 17, 1996 (incorporated by reference
               to  Addendum  A  to Registrant's definitive  proxy
               statement  for  a special meeting of shareholders,
               filed on November 6, 1996).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          10.1 Credit  Agreement, dated May 15, 1998,  among  the
               Registrant and Devon Energy Corporation  (Nevada),
               as  Borrowers,  NationsBank, N.A., as  Agent,  and
               NationsBank, N.A., Bank One, Texas, N.A., Bank  of
               Montreal   and  First  Union  National  Bank,   as
               Lenders.
          
          10.2 Devon  Energy Corporation 1988 Stock  Option  Plan
               [incorporated  by  reference to  Exhibit  10.4  to
               Registrant's Registration Statement  on  Form  S-4
               (No. 33-23564)].*

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

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

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

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

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

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

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

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

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

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

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

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

         10.15 Registration Rights Agreement dated  July  3,
               1996, by and among the Registrant, Devon Financing
               Trust   and  Morgan  Stanley  &  Co.  Incorporated
               [incorporated  by  reference to  Exhibit  10.1  to
               Amendment   No.  1  to  Registrant's  Registration
               Statement on Form S-3 (No. 333-00815)].

               * Compensatory plans or arrangements.

          (b)   Reports on Form 8-K - No reports on Form 8-K were
          filed  during the three months ended June 30, 1998.   A
          report on Form 8-K was filed on July 8, 1998, regarding
          Devon's   pending   merger   with   Northstar    Energy
          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 5, 1998             /s/Danny J. Heatly
                                  Danny J. Heatly
                                  Controller
<PAGE>

                        INDEX TO EXHIBITS


                                                            Page

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

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

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

3.3  Registrant's Bylaws                                      #

4.1  Form of Common Stock Certificate                         #

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

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

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

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

4.6  Certificate of Trust of Devon Financing Trust            #

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

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

4.9  First  Supplemental Indenture dated as of July 3, 1996,  #
between the Registrant and The Bank of New York
                                                         
4.10 Form   of   6  1/2%  Preferred  Convertible  Securities  #
(included as Exhibit A-1 to Exhibit 4.5 above)

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

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

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

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

10.1 Credit  Agreement,  dated  May  15,  1998,  among   the  30
Registrant  and Devon Energy Corporation  (Nevada),  as
Borrowers,    NationsBank,   N.A.,   as   Agent,    and
NationsBank,  N.A.,  Bank One,  Texas,  N.A.,  Bank  of
Montreal and First Union National Bank, as Lenders.

10.2 Devon Energy Corporation 1988 Stock Option Plan          #

10.3 Devon Energy Corporation 1993 Stock Option Plan          #

10.4 Devon Energy Corporation 1997 Stock Option Plan          #

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

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

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

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

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

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

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

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

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

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

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

                                                              

#  Incorporated by reference.