<PAGE>

      As filed with the Securities and Exchange Commission on May 2, 2003
                                  File No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

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

                   Delaware                              73-1567067
         (State or Other Jurisdiction                 (I.R.S. Employer
      of Incorporation or Organization)              Identification No.)
              20 North Broadway                          73102-8260
           Oklahoma City, Oklahoma                       (Zip Code)
   (Address of Principal Executive Offices)

                               Ocean Energy, Inc.
                             Retirement Savings Plan
                            (Full Title of the Plan)

                                J. Larry Nichols
                      Chairman and Chief Executive Officer
                            Devon Energy Corporation
                                20 North Broadway
                       Oklahoma City, Oklahoma 73102-8260
                     (Name and Address of Agent For Service)

                                 (405) 235-3611
          (Telephone Number, Including Area Code, of Agent For Service)

                                 ---------------

                                    Copies to

                                 Janice A. Dobbs
                               Corporate Secretary
                            Devon Energy Corporation
                                20 North Broadway
                       Oklahoma City, Oklahoma 73102-8260
                                 (405) 235-3611

                                 ---------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================
                                         PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
  TO BE REGISTERED(1)     REGISTERED(3)     PER SHARE(4)         PRICE(4)          FEE
===========================================================================================
<S>                       <C>            <C>               <C>                 <C>
Common Stock, par value
$0.10 per share (2)....    1,000,000         $47.15           $47,150,000         $3,815
===========================================================================================
</TABLE>

(1)      Pursuant to Rule 416(c), this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Ocean Energy, Inc. Retirement Savings Plan.

(2)      Includes the preferred stock purchase rights associated with the Common
         Stock of Devon Energy Corporation.

(3)      Pursuant to Rule 416(a), also being registered hereby are an
         indeterminate number of additional shares as may be issued pursuant to
         the anti-dilution provisions of the plan.

(4)      In accordance with Rule 457(h)(1), the offering price was computed upon
         the basis of the average of the high and low sale prices of the shares
         reported on the American Stock Exchange on April 30, 2003 which was
         $47.15.

================================================================================
<PAGE>
                                     PART I
                             INFORMATION REQUIRED IN
                           A SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION (1)

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION (1)

_________________

(1) Information required by Part I to be contained in a Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Note to Part
I of the Form S-8 and has been or will be sent or given to participants in the
Plans as specified in Rule 428(b)(1).

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Devon Energy
Corporation, a corporation organized under the laws of the State of Delaware
(the "Company" or the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2002, filed with the Commission pursuant to
                  Section 13(a) under the Exchange Act. (Exchange Act File No.
                  000-30176)

         (b)      The Company's current Reports on Form 8-K filed with the
                  Commission pursuant to Section 13(a) under the Exchange Act on
                  February 7, 2003, February 24, 2003, April 2, 2003, April 14,
                  2003 and April 25, 2003. (Exchange Act File No. 000-30176)

         (c)      The description of the Company's common stock, par value $.10
                  per share (the "Common Stock") included in the Company's
                  Registration Statement on Form S-3 (Registration No.
                  333-50034) filed by the Company with the Commission on
                  December 15, 2000, including any amendment or report filed
                  with the Commission for the purpose of updating that
                  description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of common stock covered by this
Registration Statement have been sold or which deregisters all such shares
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Except to the extent indicated below, there is no charter provision,
by-law, contract, arrangement or statute under which any director or officer of
Registrant is insured or indemnified in any manner against any liability which
he or she may incur in his or her capacity as such.

         Article VIII of the Amended and Restated Certificate of Incorporation
of Registrant contains a provision, permitted by Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL"), limiting the personal monetary
liability of directors for breach of fiduciary duty as a director. The DGCL and
the Amended and Restated Certificate of Incorporation of the Registrant provide
that such provision does not eliminate or limit liability,

         (1) for any breach of the director's duty of loyalty to Registrant or
its stockholders,

         (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,

         (3) for unlawful payments of dividends or unlawful stock repurchases or
redemptions, as provided in Section 174 of the DGCL, or

         (4) for any transaction from which the director derived an improper
benefit.

         Section 145 of the DGCL permits indemnification against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with actions, suits or
proceedings in which a director, officer, employee or agent is a party by reason
of the fact that he or she is or was such a director, officer, employee or
agent, if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. However, in connection with actions by
or in the right of the corporation, such indemnification is not permitted if
such person has been adjudged liable to the corporation unless the court
determines that, under all of the circumstances, such person is nonetheless
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. Article VIII of the Registrant's Restated Certificate of Incorporation
provides for such indemnification.

         Section 145 also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against any liability which
may be asserted against, or incurred by, such persons in their capacities as
directors or officers of the corporation whether or not Registrant would have
the power to indemnify such persons against such liabilities under the
provisions of such sections. Registrant has purchased such insurance.

         Section 145 further provides that the statutory provision is not
exclusive of any other right to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or independent directors, or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         Article VIII of the by-laws of Registrant contains provisions regarding
indemnification, which parallel those described above.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         See Exhibit Index which is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933, as amended
                           (the "Securities Act");

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                           Provided, however, that paragraphs (1)(i) and (1)(ii)
                           do not apply if the registration statement is on Form
                           S-3 or Form S-8, and the information required to be
                           included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to section 13 or section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

         2.       That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         3.       To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         4.       The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  section 13(a) or section 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to section 15(d) of the Exchange Act) that is
                  incorporated by reference in
<PAGE>
                  the registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         5.       Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on April 30, 2003.

                                             DEVON ENERGY CORPORATION


                                             By: /s/ J. LARRY NICHOLS
                                                 --------------------------
                                                 Name: J. Larry Nichols
                                                 Title:  Chairman and Chief
                                                         Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Devon Energy Corporation hereby constitutes and appoints J.
Larry Nichols, William T. Vaughn and Marian J. Moon, and each of them,
severally, as his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in any and all capacities, with full power to act alone,
to sign any and all amendments to this registration statement, and to file each
such amendment to this registration statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorney-in-fact and agent full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                 Name                              Title                          Date
                 ----                              -----                          ----
<S>                                       <C>                               <C>
 /s/ J. LARRY NICHOLS                     Chairman and Chief Executive      April 30, 2003
-------------------------------           Officer (Principal
J. Larry Nichols                          Executive Officer and
                                          Director)

 /s/ WILLIAM T. VAUGHN                    Senior Vice                       April 30, 2003
-------------------------------           President-Finance
William T. Vaughn                         (Principal Financial
                                          Officer)

 /s/ DANNY J. HEATLY                      Vice President -                  April 30, 2003
-------------------------------           Accounting
Danny J. Heatly                           (Principal Accounting
                                          Officer)

 /s/ THOMAS F. FERGUSON                   Director                          April 30, 2003
-------------------------------
Thomas F. Ferguson


 /s/ DAVID M. GAVRIN                      Director                          April 30, 2003
-------------------------------
David M. Gavrin
</TABLE>
























<PAGE>
<TABLE>
<S>                                       <C>                               <C>
 /s/ MICHAEL E. GELLERT                   Director                          April 30, 2003
-------------------------------
Michael E. Gellert

 /s/ JOHN A. HILL                         Director                          April 30, 2003
-------------------------------
John A. Hill

 /s/ WILLIAM J. JOHNSON                   Director                          April 30, 2003
-------------------------------
William J. Johnson

 /s/ MICHAEL M. KANOVSKY                  Director                          April 30, 2003
-------------------------------
Michael M. Kanovsky

 /s/ J. TODD MITCHELL                     Director                          April 30, 2003
-------------------------------
J. Todd Mitchell

 /s/ ROBERT A. MOSBACHER, JR.             Director                          April 30, 2003
-------------------------------
Robert A. Mosbacher, Jr.
</TABLE>



















<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit
         Number                     Description of Exhibit
         ------                     ----------------------
<S>               <C>
         4.1      Devon's Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3 to Devon's Form 8-K filed on August 18,
                  1999).

         4.2      Devon's Amended and Restated By-Laws (incorporated by
                  reference to Exhibit 3.2 to Devon's Registration Statement on
                  Form S-4 filed on June 22, 2000, File No. 333-39908).

         4.3      Form of Common Stock Certificate (incorporated by reference to
                  Exhibit 4.3 to Devon's Registration Statement on Form S-3
                  filed on October 4, 2002, File No. 333-100308).

         4.4      Rights Agreement dated as of August 17, 1999 between Devon and
                  BankBoston, N.A. (incorporated by reference to Exhibit 4.2 to
                  Devon's Form 8-K filed on August 18, 1999).

         4.5      Amendment to Rights Agreement dated as of May 25, 2000 between
                  Devon and Fleet National Bank (f/k/a BankBoston, N.A.)
                  (incorporated by reference to Exhibit 4.2 to Devon's Form S-4
                  filed on June 22, 2000, File No. 333-39908).

         4.6      Amendment to Rights Agreement, dated as of October 4, 2001, by
                  and between Devon and Fleet National Bank (f/k/a/ Bank Boston,
                  NA.) (incorporated by reference to Exhibit 99.1 to Devon's
                  Form 8-K filed on October 11, 2001).

         4.7      Amendment to Rights Agreement, dated September 13, 2002,
                  between Devon and Wachovia Bank, N.A. (incorporated by
                  reference to Exhibit 4.9 to Devon's Registration Statement on
                  Form S-3 filed on October 4, 2002, File No. 333-100308).

         4.8      Ocean Energy, Inc. Retirement Savings Plan.

         23.1     Consent of KPMG LLP (as to its report on the consolidated
                  financial statements of Devon Energy Corporation)

         23.2     Consent of KPMG LLP (as to its report on the consolidated
                  financial statements of Ocean Energy, Inc.)

         23.3     Consent of Miller and Lents, Ltd.

         23.4     Consent of AJM Petroleum Consultants.

         23.5     Consent of LaRoche Petroleum Consultants, Ltd.

         23.6     Consent of Paddock Lindstrom & Associates, Ltd.

         23.7     Consent of Ryder Scott Company, L.P.

         23.8     Consent of Gilbert Laustsen Jung Associates Ltd.

         24.1     Power of Attorney (appears on the signature page of this
                  Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "d05319sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23325}]
{"company-data": {"conformed-name": "DEVON ENERGY CORP/DE", "cik": "0001090012", "assigned-sic": "1311", "irs-number": "731567067", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104933", "film-number": "03678861"}, "business-address": {"street1": "20 N BROADWAY", "street2": "STE 1500", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102", "phone": "4052353611"}, "mail-address": {"street1": "20 N BROADWAY", "street2": "STE 1500", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102"}, "former-company": {"former-conformed-name": "DEVON DELAWARE CORP", "date-changed": "19990707"}}
As filed with the Securities and Exchange Commission on May 2, 2003
                                  File No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

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

                   Delaware                              73-1567067
         (State or Other Jurisdiction                 (I.R.S. Employer
      of Incorporation or Organization)              Identification No.)
              20 North Broadway                          73102-8260
           Oklahoma City, Oklahoma                       (Zip Code)
   (Address of Principal Executive Offices)

                               Ocean Energy, Inc.
                             Retirement Savings Plan
                            (Full Title of the Plan)

                                J. Larry Nichols
                      Chairman and Chief Executive Officer
                            Devon Energy Corporation
                                20 North Broadway
                       Oklahoma City, Oklahoma 73102-8260
                     (Name and Address of Agent For Service)

                                 (405) 235-3611
          (Telephone Number, Including Area Code, of Agent For Service)

                                 ---------------

                                    Copies to

                                 Janice A. Dobbs
                               Corporate Secretary
                            Devon Energy Corporation
                                20 North Broadway
                       Oklahoma City, Oklahoma 73102-8260
                                 (405) 235-3611

                                 ---------------

                         CALCULATION OF REGISTRATION FEE
===========================================================================================
                                         PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF SECURITIES     AMOUNT TO BE    OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
  TO BE REGISTERED(1)     REGISTERED(3)     PER SHARE(4)         PRICE(4)          FEE
===========================================================================================
Common Stock, par value
$0.10 per share (2)....    1,000,000         $47.15           $47,150,000         $3,815
===========================================================================================
(1)      Pursuant to Rule 416(c), this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Ocean Energy, Inc. Retirement Savings Plan.

(2)      Includes the preferred stock purchase rights associated with the Common
         Stock of Devon Energy Corporation.

(3)      Pursuant to Rule 416(a), also being registered hereby are an
         indeterminate number of additional shares as may be issued pursuant to
         the anti-dilution provisions of the plan.

(4)      In accordance with Rule 457(h)(1), the offering price was computed upon
         the basis of the average of the high and low sale prices of the shares
         reported on the American Stock Exchange on April 30, 2003 which was
         $47.15.

================================================================================
PART I
                             INFORMATION REQUIRED IN
                           A SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION (1)

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION (1)

_________________

(1) Information required by Part I to be contained in a Section 10(a) prospectus
is omitted from this Registration Statement in accordance with the Note to Part
I of the Form S-8 and has been or will be sent or given to participants in the
Plans as specified in Rule 428(b)(1).

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Devon Energy
Corporation, a corporation organized under the laws of the State of Delaware
(the "Company" or the "Registrant"), with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2002, filed with the Commission pursuant to
                  Section 13(a) under the Exchange Act. (Exchange Act File No.
                  000-30176)

         (b)      The Company's current Reports on Form 8-K filed with the
                  Commission pursuant to Section 13(a) under the Exchange Act on
                  February 7, 2003, February 24, 2003, April 2, 2003, April 14,
                  2003 and April 25, 2003. (Exchange Act File No. 000-30176)

         (c)      The description of the Company's common stock, par value $.10
                  per share (the "Common Stock") included in the Company's
                  Registration Statement on Form S-3 (Registration No.
                  333-50034) filed by the Company with the Commission on
                  December 15, 2000, including any amendment or report filed
                  with the Commission for the purpose of updating that
                  description.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all shares of common stock covered by this
Registration Statement have been sold or which deregisters all such shares
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Except to the extent indicated below, there is no charter provision,
by-law, contract, arrangement or statute under which any director or officer of
Registrant is insured or indemnified in any manner against any liability which
he or she may incur in his or her capacity as such.

         Article VIII of the Amended and Restated Certificate of Incorporation
of Registrant contains a provision, permitted by Section 102(b)(7) of the
Delaware General Corporation Law (the "DGCL"), limiting the personal monetary
liability of directors for breach of fiduciary duty as a director. The DGCL and
the Amended and Restated Certificate of Incorporation of the Registrant provide
that such provision does not eliminate or limit liability,

         (1) for any breach of the director's duty of loyalty to Registrant or
its stockholders,

         (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,

         (3) for unlawful payments of dividends or unlawful stock repurchases or
redemptions, as provided in Section 174 of the DGCL, or

         (4) for any transaction from which the director derived an improper
benefit.

         Section 145 of the DGCL permits indemnification against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with actions, suits or
proceedings in which a director, officer, employee or agent is a party by reason
of the fact that he or she is or was such a director, officer, employee or
agent, if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. However, in connection with actions by
or in the right of the corporation, such indemnification is not permitted if
such person has been adjudged liable to the corporation unless the court
determines that, under all of the circumstances, such person is nonetheless
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper. Article VIII of the Registrant's Restated Certificate of Incorporation
provides for such indemnification.

         Section 145 also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against any liability which
may be asserted against, or incurred by, such persons in their capacities as
directors or officers of the corporation whether or not Registrant would have
the power to indemnify such persons against such liabilities under the
provisions of such sections. Registrant has purchased such insurance.

         Section 145 further provides that the statutory provision is not
exclusive of any other right to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or independent directors, or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         Article VIII of the by-laws of Registrant contains provisions regarding
indemnification, which parallel those described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         See Exhibit Index which is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         1.       To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933, as amended
                           (the "Securities Act");

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                           Provided, however, that paragraphs (1)(i) and (1)(ii)
                           do not apply if the registration statement is on Form
                           S-3 or Form S-8, and the information required to be
                           included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed
                           with or furnished to the Commission by the Registrant
                           pursuant to section 13 or section 15(d) of the
                           Exchange Act that are incorporated by reference in
                           the registration statement.

         2.       That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         3.       To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         4.       The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the Registrant's annual report pursuant to
                  section 13(a) or section 15(d) of the Exchange Act (and, where
                  applicable, each filing of an employee benefit plan's annual
                  report pursuant to section 15(d) of the Exchange Act) that is
                  incorporated by reference in
the registration statement shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         5.       Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Commission such
                  indemnification is against public policy as expressed in the
                  Securities Act and is, therefore, unenforceable. In the event
                  that a claim for indemnification against such liabilities
                  (other than the payment by the Registrant of expenses incurred
                  or paid by a director, officer or controlling person of the
                  Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such director, officer or
                  controlling person in connection with the securities being
                  registered, the Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question
                  whether such indemnification by it is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on April 30, 2003.

                                             DEVON ENERGY CORPORATION

                                             By: /s/ J. LARRY NICHOLS
                                                 --------------------------
                                                 Name: J. Larry Nichols
                                                 Title:  Chairman and Chief
                                                         Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Devon Energy Corporation hereby constitutes and appoints J.
Larry Nichols, William T. Vaughn and Marian J. Moon, and each of them,
severally, as his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, in any and all capacities, with full power to act alone,
to sign any and all amendments to this registration statement, and to file each
such amendment to this registration statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorney-in-fact and agent full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Name                              Title                          Date
                 ----                              -----                          ----
/s/ J. LARRY NICHOLS                     Chairman and Chief Executive      April 30, 2003
-------------------------------           Officer (Principal
J. Larry Nichols                          Executive Officer and
                                          Director)

 /s/ WILLIAM T. VAUGHN                    Senior Vice                       April 30, 2003
-------------------------------           President-Finance
William T. Vaughn                         (Principal Financial
                                          Officer)

 /s/ DANNY J. HEATLY                      Vice President -                  April 30, 2003
-------------------------------           Accounting
Danny J. Heatly                           (Principal Accounting
                                          Officer)

 /s/ THOMAS F. FERGUSON                   Director                          April 30, 2003
-------------------------------
Thomas F. Ferguson

 /s/ DAVID M. GAVRIN                      Director                          April 30, 2003
-------------------------------
David M. Gavrin
/s/ MICHAEL E. GELLERT                   Director                          April 30, 2003
-------------------------------
Michael E. Gellert

 /s/ JOHN A. HILL                         Director                          April 30, 2003
-------------------------------
John A. Hill

 /s/ WILLIAM J. JOHNSON                   Director                          April 30, 2003
-------------------------------
William J. Johnson

 /s/ MICHAEL M. KANOVSKY                  Director                          April 30, 2003
-------------------------------
Michael M. Kanovsky

 /s/ J. TODD MITCHELL                     Director                          April 30, 2003
-------------------------------
J. Todd Mitchell

 /s/ ROBERT A. MOSBACHER, JR.             Director                          April 30, 2003
-------------------------------
Robert A. Mosbacher, Jr.
EXHIBIT INDEX
Exhibit
         Number                     Description of Exhibit
         ------                     ----------------------
4.1      Devon's Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3 to Devon's Form 8-K filed on August 18,
                  1999).

         4.2      Devon's Amended and Restated By-Laws (incorporated by
                  reference to Exhibit 3.2 to Devon's Registration Statement on
                  Form S-4 filed on June 22, 2000, File No. 333-39908).

         4.3      Form of Common Stock Certificate (incorporated by reference to
                  Exhibit 4.3 to Devon's Registration Statement on Form S-3
                  filed on October 4, 2002, File No. 333-100308).

         4.4      Rights Agreement dated as of August 17, 1999 between Devon and
                  BankBoston, N.A. (incorporated by reference to Exhibit 4.2 to
                  Devon's Form 8-K filed on August 18, 1999).

         4.5      Amendment to Rights Agreement dated as of May 25, 2000 between
                  Devon and Fleet National Bank (f/k/a BankBoston, N.A.)
                  (incorporated by reference to Exhibit 4.2 to Devon's Form S-4
                  filed on June 22, 2000, File No. 333-39908).

         4.6      Amendment to Rights Agreement, dated as of October 4, 2001, by
                  and between Devon and Fleet National Bank (f/k/a/ Bank Boston,
                  NA.) (incorporated by reference to Exhibit 99.1 to Devon's
                  Form 8-K filed on October 11, 2001).

         4.7      Amendment to Rights Agreement, dated September 13, 2002,
                  between Devon and Wachovia Bank, N.A. (incorporated by
                  reference to Exhibit 4.9 to Devon's Registration Statement on
                  Form S-3 filed on October 4, 2002, File No. 333-100308).

         4.8      Ocean Energy, Inc. Retirement Savings Plan.

         23.1     Consent of KPMG LLP (as to its report on the consolidated
                  financial statements of Devon Energy Corporation)

         23.2     Consent of KPMG LLP (as to its report on the consolidated
                  financial statements of Ocean Energy, Inc.)

         23.3     Consent of Miller and Lents, Ltd.

         23.4     Consent of AJM Petroleum Consultants.

         23.5     Consent of LaRoche Petroleum Consultants, Ltd.

         23.6     Consent of Paddock Lindstrom & Associates, Ltd.

         23.7     Consent of Ryder Scott Company, L.P.

         23.8     Consent of Gilbert Laustsen Jung Associates Ltd.

         24.1     Power of Attorney (appears on the signature page of this
                  Registration Statement).