SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                             FORM 8-K


                          CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


  Date of Report (Date of earliest event reported): December 18, 1995


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




     OKLAHOMA                             1-10067              73-1474008
(State or Other Jurisdiction of   (Commission File Number) (I.R.S. Employer
Incorporation or Organization)                            Identification Number)


                 20 NORTH BROADWAY, SUITE 1500, OKLAHOMA CITY, OK      73102
                     (Address of Principal Executive Offices)        (Zip Code)


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









                     Page 1 of 79 total pages
                   (Exhibit Index is found on page 16)
<PAGE>

Item 2.   Acquisition or Disposition of Assets

Terms of the Acquisition

     On December  18, 1995, Devon Energy  Corporation ("Devon" or
the "Company") closed the acquisition  of certain Wyoming oil and
natural gas properties and  a gas processing plant  (the "Worland
Properties")   from   Union  Oil   Company   of   California  for
approximately  $50.3  million.     The  purchase  increased   the
Company's  proven  oil  and  gas  reserves  by  approximately  90
equivalent billion cubic feet  ("EBcf"), or approximately 15%, as
of the closing date.  Approximately  $46 million of bank debt and
$4.3 million of the Company's cash on hand were used  to fund the
purchase.

Properties Acquired

     All of  the assets  purchased are associated  with a  24,646
acre  federal unit in north central Wyoming.  There are currently
38  producing wells  in the block.   Of  the $50.3  million total
purchase price, $46.3 million  is attributable to these producing
wells, 16 proved undeveloped  locations, the processing plant and
natural gas liquids to be extracted  at the plant.  The remaining
$4  million  is associated  with  approximately  13,000 acres  of
undeveloped leasehold.

     Devon  estimates the cost to  drill and complete  the 16 new
wells to  be $9  million.   Drilling is  expected to commence  in
early 1996.   The Company expects to spend another  $4 million to
$5 million  to  expand the  capacity  of the  gas plant  from  16
million cubic feet of gas per day to 28 million per day.  

     Prior  to closing,  Devon already  owned an  approximate six
percent  interest in  the  Worland Properties.   The  acquisition
raises Devon's working interest in the properties to  between 70%
and 100%, depending  upon the  individual well or  asset.   Devon
assumed operational control of the properties upon closing.  

Financial Effects of the Acquisition

     The acquisition  is being  accounted for under  the purchase
method.   Accordingly, the  Worland Properties will  add revenues
and expenses to Devon's 1995 consolidated operations for only the
two weeks following closing.   Therefore, the Worland Properties'
impact on Devon's 1995 operations will be immaterial.

     Item  7  of  this  report   on  Form  8-K  includes  certain
historical  and pro  forma  financial  information regarding  the
Worland Properties for the year 1994 and the first nine months of
1995.  Such financial  information does not include the  expected
impact  of  Devon's  future   drilling  and  development   plans.
Therefore,   such  financial   information  is   not  necessarily
indicative of the future impact which the Worland  Properties are
expected to have on Devon's operations.


                                     2
  <PAGE>

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statements of the Worland Properties
               Independent Auditors' Report
               Statements of Revenues and Direct Operating Expenses for the 
                    Year Ended December 31, 1994 and the Nine Months Ended
                    September 30, 1995 (Unaudited)
               Notes to Statements of Revenues and Direct Operating Expenses

     (b)  Pro Forma Financial Information - Devon Energy Corporation
               Unaudited Pro Forma Balance Sheet as of September 30, 1995
               Unaudited Pro Forma Statements of Operations for the Year Ended
                    December 31, 1994 and the Nine Months Ended
                    September 30, 1995
               Notes to Unaudited Pro Forma Financial Statements

     (c)  Exhibits

          Exhibit
          Number

             2 Purchase  and  Sale  Agreement between  Union  Oil
               Company of California and Devon Energy Corporation
               (Nevada)

            23 Consent of KPMG Peat Marwick LLP

                              


                            SIGNATURES

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

                              DEVON ENERGY CORPORATION



Date:  December 29, 1995      /s/Danny J. Heatly            
              
                              Danny J. Heatly
                              Controller


                                     3
<PAGE>

             INDEPENDENT AUDITORS' REPORT


The Board of Directors
Devon Energy Corporation:

     We have  audited the accompanying statement  of revenues and
direct operating expenses of the  Worland Properties for the year
ended  December  31,  1994.    This  financial statement  is  the
responsibility of  the Company's management.   Our responsibility
is to express an opinion on this financial statement based on our
audit.

     We conducted our audit in accordance with generally accepted
auditing standards.   Those  standards require that  we plan  and
perform the  audit to  obtain reasonable assurance  about whether
the  statement  is  free  of material  misstatement.    An  audit
includes  examining, on  a  test basis,  evidence supporting  the
amounts and disclosures  in that financial  statement.  An  audit
also  includes  assessing  the  accounting  principles  used  and
significant estimates  made by management, as  well as evaluating
the overall  financial statement  presentation.  We  believe that
our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenues and direct  operating
expenses was prepared for the purpose of complying with the rules
and  regulations of  the Securities  and Exchange  Commission and
excludes material expenses, described in Note 1 of the  financial
statements, that  would not be comparable to those resulting from
the proposed future operations of the properties.

     In  our  opinion,  the  statement  of  revenues  and  direct
operating  expenses referred  to  above presents  fairly, in  all
material respects, the revenues  and direct operating expenses of
the Worland Properties for  the year ended December 31,  1994, in
conformity with generally accepted accounting principles.





                                            KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
December 19, 1995


                                     4
<PAGE>

<TABLE>
                  WORLAND PROPERTIES
       Statements of Revenues and Direct Operating Expenses


<CAPTION>
                                                          Nine
                                      Year Ended      Months Ended
                                  December 31, 1994 September 30, 1995
                                                        (Unaudited)

Revenues:
     <S>                                <C>            <C>
     Gas sales                          $3,256,685     1,603,100
     Oil sales                           1,030,191       739,120
     Natural gas liquids sales           2,010,023     1,686,814

       Total revenues                    6,296,899     4,029,034

Direct Operating Expenses:
     Production and operating expenses   2,049,769     1,308,972

Revenues in excess of direct operating
  expenses                              $4,247,130     2,720,062





See accompanying notes to financial statements.
</TABLE>
                                       5
<PAGE>

                        WORLAND PROPERTIES
  Notes to Statements of Revenues and Direct Operating Expenses
       December 31, 1994 and September 30, 1995 (Unaudited)


1.   Basis of  Presentation and Summary of Significant Accounting
     Policies

Basis of Presentation

     The  accompanying  statements  present  revenues  and direct
operating expenses  of working interests in certain  oil, gas and
natural  gas  liquids  ("NGL")  producing properties  and  a  gas
processing plant in Wyoming which  were purchased by Devon Energy
Corporation ("Devon") on December  18, 1995.  Collectively, these
properties  and  the  plant  are  hereafter  referred  to as  the
"Worland  Properties".   The  accompanying  statements have  been
prepared using the accrual basis of accounting for the purpose of
complying with  certain rules  and regulations of  the Securities
and  Exchange Commission ("the  SEC") and present  the results of
operations for  the working  interests in the  Worland Properties
which  were acquired by Devon.  All adjustments (all of which are
normal and recurring) have been made which are necessary to state
fairly  revenues and  direct  operating expenses  of the  Worland
Properties for the nine months ended September 30, 1995.

     General  and  administrative  expenses  and  other  indirect
expenses related to  the property interests are  not included, as
the  amounts   cannot  be  readily  determined   or  specifically
allocated to the property interests.  The accompanying statements
do  not  reflect  provisions   for  depreciation,  depletion  and
amortization, as the  amounts cannot be determined  and since the
acquisition  by  Devon  has  been  accounted  for  utilizing  the
purchase method.

Gas Balancing

     During  the  course  of normal  operations,  joint  interest
owners of natural gas reservoirs may take more or less than their
ownership  share of  the  natural gas  volumes  produced.   These
volumetric imbalances are monitored over  the lives of the wells'
production  capability.  If an  imbalance exists at  the time the
wells' reserves are depleted, cash settlements are made among the
joint interest owners under a variety of arrangements.

     For the  Worland Properties, the sales  method of accounting
for gas imbalances  is used.   A  liability is  recorded only  if
excess takes of  natural gas volumes  for the Worland  Properties
exceed  their  estimated  remaining  recoverable  reserves.    No
receivables  are  recorded  for  those wells  where  the  Worland
Properties have been credited with  less than their actual  share
of gas production.


                                  6
<PAGE>

Income Taxes

     Oil and  gas property interests are  not taxpaying entities.
Taxable  income,  if any,  arising  from the  operations  of such
properties accrues to the  property interest owner.  Accordingly,
no   provision  for  income  taxes  has  been  reflected  in  the
accompanying statements.

2.   Supplemental Information on Oil and Gas Operations (Unaudited)

     The following supplemental information regarding the oil and
gas producing  activities of the Worland  Properties is presented
pursuant to  the disclosure  requirements promulgated by  the SEC
and  Statement   of  Financial   Accounting  Standards   No.  69,
"Disclosures About Oil and Gas Producing Activities".

Quantities of Gas Reserves

     Set forth below  is a summary of the net  quantities of oil,
gas  and  NGL reserves  attributable  to  the Worland  Properties
purchased  by  Devon.   The  December  31,  1994 quantities  were
estimated by Devon's in-house  petroleum engineers.  The December
31,  1993 quantities  have been  calculated by  adding quantities
produced  during the year 1994 to the estimated December 31, 1994
quantities.

<TABLE>
<CAPTION>
                                                                 
                                                    Oil         Gas          NGL
                                                   (Bbls)      (Mcf)        (Boe)

     <S>                                        <C>         <C>          <C>
     Proved reserves as of December 31, 1993    1,897,000   64,600,000   4,049,000
     Production                                   (78,000)  (2,443,000)   (198,000)

     Proved reserves as of December 31, 1994    1,819,000   62,157,000   3,851,000

     Proved developed reserves as of
       December 31, 1994                          766,000   25,325,000   1,974,000

</TABLE>

Standardized Measure of Discounted Future Net Cash Flows

     The  following  table presents  the standardized  measure of
discounted  future   net  cash  flows  related   to  the  Worland
Properties' proved oil, gas  and NGL reserves as of  December 31,
1994.
<TABLE>
          <S>                              <C>
          Future cash inflows              $179,641,000
          Future development costs           (9,515,000)
          Future production expenses        (54,368,000)

          Future net cash flows             115,758,000
          10% discount to reflect timing of
            cash flows                      (58,319,000)

          Standardized measure of future
            net cash flows                 $ 57,439,000
</TABLE>

                                    7
<PAGE>

     Future cash inflows are computed by applying year-end prices
(averaging $13.83 per  barrel of  oil, $1.68 per  Mcf of gas  and
$13.02  per Boe  of NGL  at December  31, 1994)  to the  year-end
quantities of  proved reserves.  Future  production and operating
expenses are computed  by estimating the expenses to  be incurred
in  producing the year-end reserves,  based on year-end costs and
assuming continuation of existing economic conditions.  No effect
has  been given  to  future income  taxes  for the  same  reasons
specified in note 1.

     The  10% annual discount is applied to reflect the timing of
the  future  net  cash  flows.     The  standardized  measure  of
discounted future net  cash flows  is the future  net cash  flows
less the computed discounts.

Changes Relating to the Standardized Measure of Discounted Future
Net Cash Flows

     Presented  below  is  a reconciliation  of  the standardized
measure of  discounted future  net cash  flows from  December 31,
1993 to December 31, 1994.  The December 31, 1993 amount has been
calculated  by revising  the  December 31,  1994  amount for  the
effects  of  actual net  sales, price  and  cost changes  and the
accretion of the 10% discount during the year 1994.
<TABLE>
          <S>                                         <C>
          Balance as of December 31, 1993             $41,054,000
          Sales of oil, natural gas, and natural
            gas liquids net of production and
            operating expenses                        (4,247,000)
          Net changes in prices and production
            and operating expenses                    16,527,000
          Accretion of discount                        4,105,000

          Balance as of December 31, 1994            $57,439,000

</TABLE>

                                   8
<PAGE>
                 PRO FORMA FINANCIAL INFORMATION

     The following pro forma  balance sheet combines the accounts
of  Devon and  the Worland Properties  assuming the  purchase had
occurred as of September 30,  1995.  The pro forma statements  of
operations  for the  year ended  December 31,  1994 and  the nine
months  ended  September 30,  1995 have  been prepared  under the
assumption  that the purchase had occurred as of January 1, 1994.
The pro forma financial information should be read in conjunction
with the notes thereto, and the statements of revenues and direct
operation  expenses, and  related notes  thereto, of  the Worland
Properties included elsewhere in this Form 8-K.

     The  pro forma  results  of operations  are not  necessarily
indicative  of Devon's  future  operations.   The  effect of  the
Worland  Properties on the pro forma results is not indicative of
the  future effect which is expected from such properties.  Devon
plans to spend approximately  $9 million during 1996 and  1997 to
drill an additional 16 wells on the Worland Properties, and Devon
also  anticipates spending $4 million to $5 million to expand the
capacity  of the gas plant  by approximately 75%.   These actions
are  expected  to  increase  the Worland  Properties'  effect  on
Devon's future operations.


                                9
<PAGE>
<TABLE>
                UNAUDITED PRO FORMA BALANCE SHEET
                        September 30, 1995
                      (Dollars in Thousands)

<CAPTION>
                                                               
                                  Historical   Adjustments
                                    Devon       (Note 3)    Pro Forma

Assets:
     <S>                           <C>          <C>           <C>
     Current assets                $ 27,609     (4,256)(a)    23,353
     Oil and gas properties, net    332,243     50,856 (a)   383,099
     Other assets, net                8,407        (67)(a)     8,340

       Total assets                $368,259     46,533       414,792

Liabilities:
     Current liabilities             15,736        533 (a)    16,269
     Revenues and royalties due
       to others                      1,383                    1,383
     Other liabilities                6,472                    6,472
     Long-term debt                  97,000     46,000 (a)   143,000
     Deferred revenue                 1,251                    1,251
     Deferred income taxes           31,245                   31,245

       Total liabilities            153,087     46,533       199,620

Stockholders' Equity:
     Common stock                     2,210                    2,210
     Additional paid-in capital     167,285                  167,285
     Retained earnings               45,677                   45,677

       Total stockholders' equity   215,172                  215,172

       Total liabilities and
         stockholders' equity      $368,259     46,533       414,792






See accompanying notes to unaudited pro forma financial statements.
</TABLE>

                                    10
<PAGE>
<TABLE>
           UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
               For the Year Ended December 31, 1994


<CAPTION>
                                   Historical Data            
                                             Worland    Adjustments
                                 Devon      Properties   (Note 3)    Pro Forma
                                     (Thousands, Except Per Share Data)

Revenues:
      <S>                       <C>            <C>          <C>        <C>
      Gas sales                 $56,372        3,257                   59,629
      Oil sales                  38,086        1,030                   39,116
      Natural gas liquids sales   4,908        2,010                    6,918
      Other                       1,407                                 1,407

         Total revenues         100,773        6,297                  107,070

Costs and expenses:
      Production and operating
         expenses                31,420        2,050                   33,470
      Depreciation, depletion
         and amortization         34,132                     2,442 (b) 36,574
      General and administrative   8,425                                8,425
      Interest expense             5,439                     2,430 (c)  7,869

         Total costs and expenses 79,416        2,050        4,872     86,338

Earnings before income taxes      21,357        4,247       (4,872)    20,732
Income tax expense                 7,612                      (238)(d)  7,374

Net earnings                     $13,745        4,247       (4,634)    13,358

Net earnings per share             $0.64                                 0.62

Weighted average shares
  outstanding                     21,552                               21,552







See accompanying notes to unaudited pro forma financial statements.
</TABLE>
                                            11
<PAGE>
<TABLE>
     UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
           For the Nine Months Ended September 30, 1995

<CAPTION>
                                   Historical Data            
                                              Worland   Adjustments
                                 Devon       Properties   (Note 3)   Pro Forma
                                      (Thousands, Except Per Share Data)

Revenues:
      <S>                       <C>            <C>         <C>         <C>
      Gas sales                 $36,798        1,603                   38,401
      Oil sales                  40,905          739                   41,644
      Natural gas liquids sales   4,738        1,687                    6,425
      Other                         743                                   743

         Total revenues          83,184        4,029                   87,213

Costs and expenses:
      Production and operating
         expenses                25,337        1,309                   26,646
      Depreciation, depletion
         and amortization        28,550                     1,560 (b)  30,110
      General and administrative  6,334                                 6,334
      Interest expense            5,214                     2,236 (c)   7,450

         Total costs and
           expenses              65,435        1,309        3,796      70,540

Earnings before income taxes     17,749        2,720       (3,796)     16,673
Income tax expense                7,632                       (43)(d)   7,589

Net earnings                   $ 10,117        2,720       (3,753)      9,084

Net earnings per share            $0.46                                  0.41

Weighted average shares
  outstanding                    22,065                                22,065







See accompanying notes to unaudited pro forma financial statements.
</TABLE>
                                         12
<PAGE>
  NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
             December 31, 1994 and September 30, 1995


1.   Basis of Presentation

     The accompanying unaudited  pro forma financial  information
is  presented   to  reflect  Devon's  purchase   of  the  Worland
Properties  as described  elsewhere  herein.   The unaudited  pro
forma balance sheet is  presented as if the purchase  occurred on
September 30,  1995.    The  unaudited pro  forma  statements  of
operations  for the  year ended  December 31,  1994 and  the nine
months  ended September 30, 1995 are presented as if the purchase
occurred as of January 1, 1994.

     The accompanying unaudited  pro forma financial  information
has  been  prepared based  on  estimates  and assumptions  deemed
appropriate by Devon and does not purport to be indicative of the
financial position or results  of operations which would actually
have been obtained if  the purchase had occurred as  presented in
such statements,  or which  may be  obtained in  the future.   In
addition,  future  results  may  vary  significantly  from  those
reflected in the pro forma  statements due to normal oil and  gas
production variations,  price  changes, future  acquisitions  and
other  factors, including Devon's  drilling and development plans
for the Worland Properties.

2.   Method of Accounting for the Purchase

     The  assets  acquired  have  been  accounted  for  at  their
estimated "fair values"  as required  by the  purchase method  of
accounting  for business  combinations.   The purchase  price has
been  allocated to  individual assets  acquired based  on Devon's
estimates of such assets' relative value.

3.   Pro Forma Adjustments

     (a)  The accompanying pro forma  balance sheet includes  the
          adjustment  to  reflect  the  purchase  of the  Worland
          Properties from the  seller by paying  cash on hand  of
          $4.3 million  and borrowing $46  million from  existing
          credit lines which mature in March 1998.

          In addition  to the $50.3  million paid to  the seller,
          $0.6 million  of costs  related to the  acquisition are
          also capitalized  as oil and gas property  costs.  Such
          costs  include  approximately  $0.1 million  which  had
          already been  incurred and included as  other assets on
          Devon's  September   30,  1995  balance  sheet.     The
          remaining  $0.5  million  is  shown on  the  pro  forma
          balance sheet as an addition to current liabilities.

     The accompanying pro forma statements of  operations include
the following adjustments:

     (b)  To  adjust  depreciation,  depletion  and  amortization
          ("DD&A") for  the effect of adding  the production from
          the Worland  Properties.  Devon's actual  rates of DD&A
          per  equivalent Mcf  ("EMcf")  produced were  $0.58 per
          EMcf for the year 1994 and $0.61 per EMcf for the first
          nine  months of 1995.   There were no  changes in these
          rates on a pro forma  basis after including the Worland
          Properties.


                                13
<PAGE>

     (c)  To record additional interest expense, using Devon's historic
          weighted average interest rates  for the respective periods,
          due to the additional amounts borrowed to partially fund the
          purchase price.

     (d)  To  adjust income  tax expense  for  the effect  of the
          additional revenues and  expenses added by  the Worland
          Properties.

4.   Supplemental Pro Forma Information on Oil and Gas Operations

     The  following pro forma  supplemental information regarding
oil and gas  activities is presented  pursuant to the  disclosure
requirements promulgated  by the  SEC and Statement  of Financial
Accounting  Standards  No. 69,  "Disclosures  About  Oil and  Gas
Producing Activities."

Quantities of Oil and Gas Reserves

     Set forth below is a pro forma summary of the changes in the
net  quantities of crude oil, natural gas and natural gas liquids
reserves  for the year ended  December 31, 1994,  as estimated by
independent   petroleum   consultants  and   in-house  engineers,
assuming the  purchase of the Worland  Properties was consummated
as of January 1, 1994.
<TABLE>
<CAPTION>
                                                                              
                                                                     Natural Gas
                                            Oil (Bbl)    Gas (Mcf)  Liquids (Boe)

<S>                                        <C>          <C>           <C>
Proved reserves as of December 31, 1993    14,897,000   369,254,000   1,854,000
      Purchase of the Worland Properties    1,897,000    64,600,000   4,049,000
      Revisions of previous estimates       3,157,000    (5,540,000)  1,733,000
      Extensions and discoveries            2,008,000    13,206,000     183,000
      Purchase of reserves                 25,201,000    13,492,000   2,181,000
      Production                           (2,545,000)  (41,778,000)   (699,000)
      Sale of reserves                       (631,000)   (3,517,000)     (8,000)

Proved reserves as of December 31, 1994    43,984,000   409,717,000   9,293,000

Proved developed reserves as of December
  31, 1994                                 19,484,000   349,627,000   5,097,000
</TABLE>

Standardized Measure of Discounted Future Net Cash Flows

     The  accompanying table reflects  the pro forma standardized
measure of discounted future net  cash flows relating to  Devon's
interests in proved oil and gas reserves as of December 31, 1994,
assuming consummation  of the purchase of  the Worland Properties
as of December 31, 1994:
<TABLE>
     <S>                                      <C>
     Future cash inflows                      $1,366,486,000
     Future costs:
       Development                               (84,630,000)
       Production                               (455,044,000)
     Future income tax expense                   (84,379,000)

     Future net cash flows                       742,433,000
     10% discount to reflect timing of
       cash flows                               (333,214,000)

     Standardized measure of discounted
       future net cash flows                    $409,219,000

     Discounted future net cash flows
       before income taxes                      $455,645,000
</TABLE>


                                        14
<PAGE>

     Future cash inflows are computed by applying  year-end prices of oil, 
natural gas  and natural gas liquids  relating to the  year-end pro forma
quantities  of those  reserves, except  in those  instances where
fixed  and determinable  gas  price escalations  are provided  by
contractual  arrangements  in  existence  at  year-end.    Future
development and  production  costs are  computed  by  independent
petroleum consultants  and in-house  engineers by  estimating the
expenditures to  be incurred  in developing and  producing proved
oil and  gas reserves at the  end of the year,  based on year-end
costs and assuming continuation of existing economic conditions.

     Future  income tax  expenses  are computed  by applying  the
appropriate statutory tax  rates to the  future pro forma  pretax
net cash flows  relating to proved reserves, net of the tax basis
of  the properties involved.  The future income tax expenses give
effect  to  permanent differences  and  tax credits,  but  do not
reflect the impact of continuing operations.

Changes Relating to the Standardized Measure of Discounted Future
Net Cash Flows

     Principal changes  in the pro forma  standardized measure of
discounted future net cash  flows attributable to proved reserves
for  the year  ended December  31, 1994  is as  follows, assuming
consummation of  the purchase  of  the Worland  Properties as  of
January 1, 1994:
<TABLE>
     <S>                                        <C>
     Balance as of December 31, 1993            $343,550,000
     Purchase of Worland Properties               38,742,000
     Sales of oil and gas, net of production
       costs                                     (72,192,000)
     Net changes in prices and production costs  (92,419,000)
     Extensions, discoveries, and improved
       recovery, net of future development costs  18,625,000
     Purchase of reserves                        133,103,000
     Development costs incurred during the
       period which reduced future development
       costs                                       9,186,000
     Revisions of quantity estimates              26,167,000
     Sales of reserves in-place                   (5,281,000)
     Accretion of discount                        42,310,000
     Net change in income taxes                   (5,616,000)
     Other, primarily changes in timing          (26,956,000)

     Balance as of December 31, 1994            $409,219,000
</TABLE>

                                     15
<PAGE>
                           EXHIBIT INDEX


                                                                Page

 2     Purchase and Sale Agreement between Union Oil Company
       of California and Devon Energy Corporation (Nevada)       17

23     Consent of KPMG Peat Marwick LLP                          79






                               16
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported): December 18, 1995

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

     OKLAHOMA                             1-10067              73-1474008
(State or Other Jurisdiction of   (Commission File Number) (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                 20 NORTH BROADWAY, SUITE 1500, OKLAHOMA CITY, OK      73102
                     (Address of Principal Executive Offices)        (Zip Code)

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

                     Page 1 of 79 total pages
                   (Exhibit Index is found on page 16)
Item 2.   Acquisition or Disposition of Assets

Terms of the Acquisition

     On December  18, 1995, Devon Energy  Corporation ("Devon" or
the "Company") closed the acquisition  of certain Wyoming oil and
natural gas properties and  a gas processing plant  (the "Worland
Properties")   from   Union  Oil   Company   of   California  for
approximately  $50.3  million.     The  purchase  increased   the
Company's  proven  oil  and  gas  reserves  by  approximately  90
equivalent billion cubic feet  ("EBcf"), or approximately 15%, as
of the closing date.  Approximately  $46 million of bank debt and
$4.3 million of the Company's cash on hand were used  to fund the
purchase.

Properties Acquired

     All of  the assets  purchased are associated  with a  24,646
acre  federal unit in north central Wyoming.  There are currently
38  producing wells  in the block.   Of  the $50.3  million total
purchase price, $46.3 million  is attributable to these producing
wells, 16 proved undeveloped  locations, the processing plant and
natural gas liquids to be extracted  at the plant.  The remaining
$4  million  is associated  with  approximately  13,000 acres  of
undeveloped leasehold.

     Devon  estimates the cost to  drill and complete  the 16 new
wells to  be $9  million.   Drilling is  expected to commence  in
early 1996.   The Company expects to spend another  $4 million to
$5 million  to  expand the  capacity  of the  gas plant  from  16
million cubic feet of gas per day to 28 million per day.  

     Prior  to closing,  Devon already  owned an  approximate six
percent  interest in  the  Worland Properties.   The  acquisition
raises Devon's working interest in the properties to  between 70%
and 100%, depending  upon the  individual well or  asset.   Devon
assumed operational control of the properties upon closing.  

Financial Effects of the Acquisition

     The acquisition  is being  accounted for under  the purchase
method.   Accordingly, the  Worland Properties will  add revenues
and expenses to Devon's 1995 consolidated operations for only the
two weeks following closing.   Therefore, the Worland Properties'
impact on Devon's 1995 operations will be immaterial.

     Item  7  of  this  report   on  Form  8-K  includes  certain
historical  and pro  forma  financial  information regarding  the
Worland Properties for the year 1994 and the first nine months of
1995.  Such financial  information does not include the  expected
impact  of  Devon's  future   drilling  and  development   plans.
Therefore,   such  financial   information  is   not  necessarily
indicative of the future impact which the Worland  Properties are
expected to have on Devon's operations.

                                     2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statements of the Worland Properties
               Independent Auditors' Report
               Statements of Revenues and Direct Operating Expenses for the 
                    Year Ended December 31, 1994 and the Nine Months Ended
                    September 30, 1995 (Unaudited)
               Notes to Statements of Revenues and Direct Operating Expenses

     (b)  Pro Forma Financial Information - Devon Energy Corporation
               Unaudited Pro Forma Balance Sheet as of September 30, 1995
               Unaudited Pro Forma Statements of Operations for the Year Ended
                    December 31, 1994 and the Nine Months Ended
                    September 30, 1995
               Notes to Unaudited Pro Forma Financial Statements

     (c)  Exhibits

          Exhibit
          Number

             2 Purchase  and  Sale  Agreement between  Union  Oil
               Company of California and Devon Energy Corporation
               (Nevada)

            23 Consent of KPMG Peat Marwick LLP

                              

                            SIGNATURES

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

                              DEVON ENERGY CORPORATION

Date:  December 29, 1995      /s/Danny J. Heatly            
              
                              Danny J. Heatly
                              Controller

                                     3
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Devon Energy Corporation:

     We have  audited the accompanying statement  of revenues and
direct operating expenses of the  Worland Properties for the year
ended  December  31,  1994.    This  financial statement  is  the
responsibility of  the Company's management.   Our responsibility
is to express an opinion on this financial statement based on our
audit.

     We conducted our audit in accordance with generally accepted
auditing standards.   Those  standards require that  we plan  and
perform the  audit to  obtain reasonable assurance  about whether
the  statement  is  free  of material  misstatement.    An  audit
includes  examining, on  a  test basis,  evidence supporting  the
amounts and disclosures  in that financial  statement.  An  audit
also  includes  assessing  the  accounting  principles  used  and
significant estimates  made by management, as  well as evaluating
the overall  financial statement  presentation.  We  believe that
our audit provides a reasonable basis for our opinion.

     The accompanying statement of revenues and direct  operating
expenses was prepared for the purpose of complying with the rules
and  regulations of  the Securities  and Exchange  Commission and
excludes material expenses, described in Note 1 of the  financial
statements, that  would not be comparable to those resulting from
the proposed future operations of the properties.

     In  our  opinion,  the  statement  of  revenues  and  direct
operating  expenses referred  to  above presents  fairly, in  all
material respects, the revenues  and direct operating expenses of
the Worland Properties for  the year ended December 31,  1994, in
conformity with generally accepted accounting principles.

                                            KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
December 19, 1995

                                     4
WORLAND PROPERTIES
       Statements of Revenues and Direct Operating Expenses
Nine
                                      Year Ended      Months Ended
                                  December 31, 1994 September 30, 1995
                                                        (Unaudited)

Revenues:
Gas sales                          $3,256,685     1,603,100
     Oil sales                           1,030,191       739,120
     Natural gas liquids sales           2,010,023     1,686,814

       Total revenues                    6,296,899     4,029,034

Direct Operating Expenses:
     Production and operating expenses   2,049,769     1,308,972

Revenues in excess of direct operating
  expenses                              $4,247,130     2,720,062

See accompanying notes to financial statements.
5
WORLAND PROPERTIES
  Notes to Statements of Revenues and Direct Operating Expenses
       December 31, 1994 and September 30, 1995 (Unaudited)

1.   Basis of  Presentation and Summary of Significant Accounting
     Policies

Basis of Presentation

     The  accompanying  statements  present  revenues  and direct
operating expenses  of working interests in certain  oil, gas and
natural  gas  liquids  ("NGL")  producing properties  and  a  gas
processing plant in Wyoming which  were purchased by Devon Energy
Corporation ("Devon") on December  18, 1995.  Collectively, these
properties  and  the  plant  are  hereafter  referred  to as  the
"Worland  Properties".   The  accompanying  statements have  been
prepared using the accrual basis of accounting for the purpose of
complying with  certain rules  and regulations of  the Securities
and  Exchange Commission ("the  SEC") and present  the results of
operations for  the working  interests in the  Worland Properties
which  were acquired by Devon.  All adjustments (all of which are
normal and recurring) have been made which are necessary to state
fairly  revenues and  direct  operating expenses  of the  Worland
Properties for the nine months ended September 30, 1995.

     General  and  administrative  expenses  and  other  indirect
expenses related to  the property interests are  not included, as
the  amounts   cannot  be  readily  determined   or  specifically
allocated to the property interests.  The accompanying statements
do  not  reflect  provisions   for  depreciation,  depletion  and
amortization, as the  amounts cannot be determined  and since the
acquisition  by  Devon  has  been  accounted  for  utilizing  the
purchase method.

Gas Balancing

     During  the  course  of normal  operations,  joint  interest
owners of natural gas reservoirs may take more or less than their
ownership  share of  the  natural gas  volumes  produced.   These
volumetric imbalances are monitored over  the lives of the wells'
production  capability.  If an  imbalance exists at  the time the
wells' reserves are depleted, cash settlements are made among the
joint interest owners under a variety of arrangements.

     For the  Worland Properties, the sales  method of accounting
for gas imbalances  is used.   A  liability is  recorded only  if
excess takes of  natural gas volumes  for the Worland  Properties
exceed  their  estimated  remaining  recoverable  reserves.    No
receivables  are  recorded  for  those wells  where  the  Worland
Properties have been credited with  less than their actual  share
of gas production.

                                  6
Income Taxes

     Oil and  gas property interests are  not taxpaying entities.
Taxable  income,  if any,  arising  from the  operations  of such
properties accrues to the  property interest owner.  Accordingly,
no   provision  for  income  taxes  has  been  reflected  in  the
accompanying statements.

2.   Supplemental Information on Oil and Gas Operations (Unaudited)

     The following supplemental information regarding the oil and
gas producing  activities of the Worland  Properties is presented
pursuant to  the disclosure  requirements promulgated by  the SEC
and  Statement   of  Financial   Accounting  Standards   No.  69,
"Disclosures About Oil and Gas Producing Activities".

Quantities of Gas Reserves

     Set forth below  is a summary of the net  quantities of oil,
gas  and  NGL reserves  attributable  to  the Worland  Properties
purchased  by  Devon.   The  December  31,  1994 quantities  were
estimated by Devon's in-house  petroleum engineers.  The December
31,  1993 quantities  have been  calculated by  adding quantities
produced  during the year 1994 to the estimated December 31, 1994
quantities.
Oil         Gas          NGL
                                                   (Bbls)      (Mcf)        (Boe)
Proved reserves as of December 31, 1993    1,897,000   64,600,000   4,049,000
     Production                                   (78,000)  (2,443,000)   (198,000)

     Proved reserves as of December 31, 1994    1,819,000   62,157,000   3,851,000

     Proved developed reserves as of
       December 31, 1994                          766,000   25,325,000   1,974,000
Standardized Measure of Discounted Future Net Cash Flows

     The  following  table presents  the standardized  measure of
discounted  future   net  cash  flows  related   to  the  Worland
Properties' proved oil, gas  and NGL reserves as of  December 31,
1994.
Future cash inflows              $179,641,000
          Future development costs           (9,515,000)
          Future production expenses        (54,368,000)

          Future net cash flows             115,758,000
          10% discount to reflect timing of
            cash flows                      (58,319,000)

          Standardized measure of future
            net cash flows                 $ 57,439,000
7
Future cash inflows are computed by applying year-end prices
(averaging $13.83 per  barrel of  oil, $1.68 per  Mcf of gas  and
$13.02  per Boe  of NGL  at December  31, 1994)  to the  year-end
quantities of  proved reserves.  Future  production and operating
expenses are computed  by estimating the expenses to  be incurred
in  producing the year-end reserves,  based on year-end costs and
assuming continuation of existing economic conditions.  No effect
has  been given  to  future income  taxes  for the  same  reasons
specified in note 1.

     The  10% annual discount is applied to reflect the timing of
the  future  net  cash  flows.     The  standardized  measure  of
discounted future net  cash flows  is the future  net cash  flows
less the computed discounts.

Changes Relating to the Standardized Measure of Discounted Future
Net Cash Flows

     Presented  below  is  a reconciliation  of  the standardized
measure of  discounted future  net cash  flows from  December 31,
1993 to December 31, 1994.  The December 31, 1993 amount has been
calculated  by revising  the  December 31,  1994  amount for  the
effects  of  actual net  sales, price  and  cost changes  and the
accretion of the 10% discount during the year 1994.
Balance as of December 31, 1993             $41,054,000
          Sales of oil, natural gas, and natural
            gas liquids net of production and
            operating expenses                        (4,247,000)
          Net changes in prices and production
            and operating expenses                    16,527,000
          Accretion of discount                        4,105,000

          Balance as of December 31, 1994            $57,439,000
8
PRO FORMA FINANCIAL INFORMATION

     The following pro forma  balance sheet combines the accounts
of  Devon and  the Worland Properties  assuming the  purchase had
occurred as of September 30,  1995.  The pro forma statements  of
operations  for the  year ended  December 31,  1994 and  the nine
months  ended  September 30,  1995 have  been prepared  under the
assumption  that the purchase had occurred as of January 1, 1994.
The pro forma financial information should be read in conjunction
with the notes thereto, and the statements of revenues and direct
operation  expenses, and  related notes  thereto, of  the Worland
Properties included elsewhere in this Form 8-K.

     The  pro forma  results  of operations  are not  necessarily
indicative  of Devon's  future  operations.   The  effect of  the
Worland  Properties on the pro forma results is not indicative of
the  future effect which is expected from such properties.  Devon
plans to spend approximately  $9 million during 1996 and  1997 to
drill an additional 16 wells on the Worland Properties, and Devon
also  anticipates spending $4 million to $5 million to expand the
capacity  of the gas plant  by approximately 75%.   These actions
are  expected  to  increase  the Worland  Properties'  effect  on
Devon's future operations.

                                9
UNAUDITED PRO FORMA BALANCE SHEET
                        September 30, 1995
                      (Dollars in Thousands)
Historical   Adjustments
                                    Devon       (Note 3)    Pro Forma

Assets:
Current assets                $ 27,609     (4,256)(a)    23,353
     Oil and gas properties, net    332,243     50,856 (a)   383,099
     Other assets, net                8,407        (67)(a)     8,340

       Total assets                $368,259     46,533       414,792

Liabilities:
     Current liabilities             15,736        533 (a)    16,269
     Revenues and royalties due
       to others                      1,383                    1,383
     Other liabilities                6,472                    6,472
     Long-term debt                  97,000     46,000 (a)   143,000
     Deferred revenue                 1,251                    1,251
     Deferred income taxes           31,245                   31,245

       Total liabilities            153,087     46,533       199,620

Stockholders' Equity:
     Common stock                     2,210                    2,210
     Additional paid-in capital     167,285                  167,285
     Retained earnings               45,677                   45,677

       Total stockholders' equity   215,172                  215,172

       Total liabilities and
         stockholders' equity      $368,259     46,533       414,792

See accompanying notes to unaudited pro forma financial statements.
10
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
               For the Year Ended December 31, 1994
Historical Data            
                                             Worland    Adjustments
                                 Devon      Properties   (Note 3)    Pro Forma
                                     (Thousands, Except Per Share Data)

Revenues:
Gas sales                 $56,372        3,257                   59,629
      Oil sales                  38,086        1,030                   39,116
      Natural gas liquids sales   4,908        2,010                    6,918
      Other                       1,407                                 1,407

         Total revenues         100,773        6,297                  107,070

Costs and expenses:
      Production and operating
         expenses                31,420        2,050                   33,470
      Depreciation, depletion
         and amortization         34,132                     2,442 (b) 36,574
      General and administrative   8,425                                8,425
      Interest expense             5,439                     2,430 (c)  7,869

         Total costs and expenses 79,416        2,050        4,872     86,338

Earnings before income taxes      21,357        4,247       (4,872)    20,732
Income tax expense                 7,612                      (238)(d)  7,374

Net earnings                     $13,745        4,247       (4,634)    13,358

Net earnings per share             $0.64                                 0.62

Weighted average shares
  outstanding                     21,552                               21,552

See accompanying notes to unaudited pro forma financial statements.
11
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
           For the Nine Months Ended September 30, 1995
Historical Data            
                                              Worland   Adjustments
                                 Devon       Properties   (Note 3)   Pro Forma
                                      (Thousands, Except Per Share Data)

Revenues:
Gas sales                 $36,798        1,603                   38,401
      Oil sales                  40,905          739                   41,644
      Natural gas liquids sales   4,738        1,687                    6,425
      Other                         743                                   743

         Total revenues          83,184        4,029                   87,213

Costs and expenses:
      Production and operating
         expenses                25,337        1,309                   26,646
      Depreciation, depletion
         and amortization        28,550                     1,560 (b)  30,110
      General and administrative  6,334                                 6,334
      Interest expense            5,214                     2,236 (c)   7,450

         Total costs and
           expenses              65,435        1,309        3,796      70,540

Earnings before income taxes     17,749        2,720       (3,796)     16,673
Income tax expense                7,632                       (43)(d)   7,589

Net earnings                   $ 10,117        2,720       (3,753)      9,084

Net earnings per share            $0.46                                  0.41

Weighted average shares
  outstanding                    22,065                                22,065

See accompanying notes to unaudited pro forma financial statements.
12
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
             December 31, 1994 and September 30, 1995

1.   Basis of Presentation

     The accompanying unaudited  pro forma financial  information
is  presented   to  reflect  Devon's  purchase   of  the  Worland
Properties  as described  elsewhere  herein.   The unaudited  pro
forma balance sheet is  presented as if the purchase  occurred on
September 30,  1995.    The  unaudited pro  forma  statements  of
operations  for the  year ended  December 31,  1994 and  the nine
months  ended September 30, 1995 are presented as if the purchase
occurred as of January 1, 1994.

     The accompanying unaudited  pro forma financial  information
has  been  prepared based  on  estimates  and assumptions  deemed
appropriate by Devon and does not purport to be indicative of the
financial position or results  of operations which would actually
have been obtained if  the purchase had occurred as  presented in
such statements,  or which  may be  obtained in  the future.   In
addition,  future  results  may  vary  significantly  from  those
reflected in the pro forma  statements due to normal oil and  gas
production variations,  price  changes, future  acquisitions  and
other  factors, including Devon's  drilling and development plans
for the Worland Properties.

2.   Method of Accounting for the Purchase

     The  assets  acquired  have  been  accounted  for  at  their
estimated "fair values"  as required  by the  purchase method  of
accounting  for business  combinations.   The purchase  price has
been  allocated to  individual assets  acquired based  on Devon's
estimates of such assets' relative value.

3.   Pro Forma Adjustments

     (a)  The accompanying pro forma  balance sheet includes  the
          adjustment  to  reflect  the  purchase  of the  Worland
          Properties from the  seller by paying  cash on hand  of
          $4.3 million  and borrowing $46  million from  existing
          credit lines which mature in March 1998.

          In addition  to the $50.3  million paid to  the seller,
          $0.6 million  of costs  related to the  acquisition are
          also capitalized  as oil and gas property  costs.  Such
          costs  include  approximately  $0.1 million  which  had
          already been  incurred and included as  other assets on
          Devon's  September   30,  1995  balance  sheet.     The
          remaining  $0.5  million  is  shown on  the  pro  forma
          balance sheet as an addition to current liabilities.

     The accompanying pro forma statements of  operations include
the following adjustments:

     (b)  To  adjust  depreciation,  depletion  and  amortization
          ("DD&A") for  the effect of adding  the production from
          the Worland  Properties.  Devon's actual  rates of DD&A
          per  equivalent Mcf  ("EMcf")  produced were  $0.58 per
          EMcf for the year 1994 and $0.61 per EMcf for the first
          nine  months of 1995.   There were no  changes in these
          rates on a pro forma  basis after including the Worland
          Properties.

                                13
(c)  To record additional interest expense, using Devon's historic
          weighted average interest rates  for the respective periods,
          due to the additional amounts borrowed to partially fund the
          purchase price.

     (d)  To  adjust income  tax expense  for  the effect  of the
          additional revenues and  expenses added by  the Worland
          Properties.

4.   Supplemental Pro Forma Information on Oil and Gas Operations

     The  following pro forma  supplemental information regarding
oil and gas  activities is presented  pursuant to the  disclosure
requirements promulgated  by the  SEC and Statement  of Financial
Accounting  Standards  No. 69,  "Disclosures  About  Oil and  Gas
Producing Activities."

Quantities of Oil and Gas Reserves

     Set forth below is a pro forma summary of the changes in the
net  quantities of crude oil, natural gas and natural gas liquids
reserves  for the year ended  December 31, 1994,  as estimated by
independent   petroleum   consultants  and   in-house  engineers,
assuming the  purchase of the Worland  Properties was consummated
as of January 1, 1994.
Natural Gas
                                            Oil (Bbl)    Gas (Mcf)  Liquids (Boe)
Proved reserves as of December 31, 1993    14,897,000   369,254,000   1,854,000
      Purchase of the Worland Properties    1,897,000    64,600,000   4,049,000
      Revisions of previous estimates       3,157,000    (5,540,000)  1,733,000
      Extensions and discoveries            2,008,000    13,206,000     183,000
      Purchase of reserves                 25,201,000    13,492,000   2,181,000
      Production                           (2,545,000)  (41,778,000)   (699,000)
      Sale of reserves                       (631,000)   (3,517,000)     (8,000)

Proved reserves as of December 31, 1994    43,984,000   409,717,000   9,293,000

Proved developed reserves as of December
  31, 1994                                 19,484,000   349,627,000   5,097,000
Standardized Measure of Discounted Future Net Cash Flows

     The  accompanying table reflects  the pro forma standardized
measure of discounted future net  cash flows relating to  Devon's
interests in proved oil and gas reserves as of December 31, 1994,
assuming consummation  of the purchase of  the Worland Properties
as of December 31, 1994:
Future cash inflows                      $1,366,486,000
     Future costs:
       Development                               (84,630,000)
       Production                               (455,044,000)
     Future income tax expense                   (84,379,000)

     Future net cash flows                       742,433,000
     10% discount to reflect timing of
       cash flows                               (333,214,000)

     Standardized measure of discounted
       future net cash flows                    $409,219,000

     Discounted future net cash flows
       before income taxes                      $455,645,000
14
Future cash inflows are computed by applying  year-end prices of oil, 
natural gas  and natural gas liquids  relating to the  year-end pro forma
quantities  of those  reserves, except  in those  instances where
fixed  and determinable  gas  price escalations  are provided  by
contractual  arrangements  in  existence  at  year-end.    Future
development and  production  costs are  computed  by  independent
petroleum consultants  and in-house  engineers by  estimating the
expenditures to  be incurred  in developing and  producing proved
oil and  gas reserves at the  end of the year,  based on year-end
costs and assuming continuation of existing economic conditions.

     Future  income tax  expenses  are computed  by applying  the
appropriate statutory tax  rates to the  future pro forma  pretax
net cash flows  relating to proved reserves, net of the tax basis
of  the properties involved.  The future income tax expenses give
effect  to  permanent differences  and  tax credits,  but  do not
reflect the impact of continuing operations.

Changes Relating to the Standardized Measure of Discounted Future
Net Cash Flows

     Principal changes  in the pro forma  standardized measure of
discounted future net cash  flows attributable to proved reserves
for  the year  ended December  31, 1994  is as  follows, assuming
consummation of  the purchase  of  the Worland  Properties as  of
January 1, 1994:
Balance as of December 31, 1993            $343,550,000
     Purchase of Worland Properties               38,742,000
     Sales of oil and gas, net of production
       costs                                     (72,192,000)
     Net changes in prices and production costs  (92,419,000)
     Extensions, discoveries, and improved
       recovery, net of future development costs  18,625,000
     Purchase of reserves                        133,103,000
     Development costs incurred during the
       period which reduced future development
       costs                                       9,186,000
     Revisions of quantity estimates              26,167,000
     Sales of reserves in-place                   (5,281,000)
     Accretion of discount                        42,310,000
     Net change in income taxes                   (5,616,000)
     Other, primarily changes in timing          (26,956,000)

     Balance as of December 31, 1994            $409,219,000
15
EXHIBIT INDEX

                                                                Page

 2     Purchase and Sale Agreement between Union Oil Company
       of California and Devon Energy Corporation (Nevada)       17

23     Consent of KPMG Peat Marwick LLP                          79

                               16