As  filed with the Securities and Exchange Commission on March__,
1998

                            FORM S-8

    Registration Statement under the Securities Act of 1933
                 ______________________________

                    DEVON ENERGY CORPORATION
     (Exact name of registrant as specified in its charter)

           Oklahoma                          73-1474008
 (State or other jurisdiction             (I.R.S. Employer
     of incorporation or                Identification No.)
        organization)                             
                                                  
20 North Broadway, Suite 1500                     73102
   Oklahoma City, Oklahoma                      (Zip Code)
    (Address of Principal
      Executive Office)
                 ______________________________
                                
         DEVON ENERGY CORPORATION 1997 STOCK OPTION PLAN
                    (Full title of the Plan)
                                
     Mr. J. Larry Nichols                    Copies to:
          President                     E. T. Manning, Esq.
   Devon Energy Corporation            Underwood,Wilson,Berry
20 North Broadway, Suite 1500              Stein & Johnson
Oklahoma City, Oklahoma 73102-       A Professional Corporation
             8260                   1500 Amarillo National Bank
  (Name and address of agent                   Bldg.
         for service)                         5th at Taylor
                                       Amarillo, Texas  79105
                                
                         (405) 235-3611
  (Telephone number, including area code, of agent for service)
                 ______________________________

                Calculation of Registration Fee
_________________________________________________________________
___________________________________________________

                               Proposed maxi-      Proposed maxi-
Amount
Title   of  securities       Amount  to  be         mum  offering
mum aggregate  of registra-
to  be registered         registered               price per unit
offering price tion fee
_________________________________________________________________
________________________________________________

Common     Stock,            2,000,000                  $36.125**
$72,250,000**  $14,450**
$.10 par value      shares*
_________________________________________________________________
_________________________________________________

*    Such  indeterminable additional amount of common stock,  par
     value  $.10  per  share,  is hereby  registered  as  may  be
     required  by  reason of the anti-dilution provision  of  the
     Devon Energy Corporation 1997 Stock Option Plan.

**   Calculated pursuant to Rule 457(h), based on the average  of
     the high and low prices of the common stock, as reported  on
     the American Stock Exchange for March 20, 1998.

                    DEVON ENERGY CORPORATION

               2,000,000 Shares of Common Stock,
                    $.10 Par Value, Offered
                          Pursuant to
        Devon Energy Corporation 1997 Stock Option Plan

General

      The  Devon Energy Corporation 1997 Stock Option  Plan  (the
"Plan")  authorizes the Compensation and Stock  Option  Committee
(the "Committee") of Devon Energy Corporation (the "Company")  to
grant  Nonqualified Stock Options to non-employee members of  the
Board of Directors of the Company ("Nonemployee Directors"),  and
to  employees  of  the  Company,  its  Subsidiaries  and  certain
Affiliated  Entities ("Eligible Employees"), and Incentive  Stock
Options to Eligible Employees who are employees of the Company or
a   subsidiary  (Nonemployee  Directors  and  Eligible  Employees
collectively  referred  to  as  "Participants").   The  Board  of
Directors has reserved 2,000,000 shares of the Company's $.10 par
value  common  stock ("Common Stock") for grant  to  Participants
designated by the Committee under the Plan.  A description of the
Plan  appears below.  A copy of the Plan is attached  as  Exhibit
"A"  and  the  description contained herein is qualified  in  its
entirety  by  reference  to  the  complete  text  of  the   Plan.
Capitalized terms in this document shall have the same meaning as
in the Plan.

     Participants wishing to receive additional information about
the   Plan  or  its  administration  may  contact  the  Corporate
Secretary at the Company's principal executive office,  20  North
Broadway,   Suite   1500  Oklahoma  City,   Oklahoma   73102-8260
(telephone (405) 235-3611).

Description of the Plan

      The  Company  has  adopted the Plan  to  create  incentives
designed to motivate Eligible Employees and to attract and retain
the  Eligible Employees and Nonemployee Directors of the Company.
The  Plan  authorizes the Committee to grant either  Nonqualified
Stock  Options  or  Incentive Stock Options  under  the  features
provided  for  by the Internal Revenue Code of 1986,  as  amended
(the  "Code").   The Plan, upon shareholder approval  (which  was
granted on May 21, 1997, at the Company's 1997 Annual Meeting  of
Shareholders),  became effective as of March 26, 1997,  and  will
terminate ten years later on March 25, 2007, continuing  only  as
to  payment and administration matters.  The Plan is not  subject
to  the provisions of the Employee Retirement Income Security Act
of  1974  ("ERISA") and is not qualified under Section 401(a)  of
the Code.  All shares subject to the Plan have been registered at
the  Company's expense pursuant to Securities Act of 1933 and are
listed on the American Stock Exchange.

                      ___________________

             THIS DOCUMENT CONSTITUTES PART OF THE
         PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933
                      ___________________

                         March 25, 1998

The Committee

      The  Plan will be administered by the Committee,  which  is
composed of not less than two "nonemployee directors" as  defined
in  Rule  16b-3  of  the Securities Exchange Act  of  1934.   The
Committee  members  will  serve at the  pleasure  of  the  Board.
Members  of  the  Committee are eligible to receive  Nonqualified
Stock  Options  under the Plan.  The Committee is authorized  and
has  sole discretion to select Eligible Employees and Nonemployee
Directors  to receive Awards, modify Plan requirements, supercede
or   discontinue  the  Plan,  establish  and  revise  rules   and
regulations,  make determinations relating to the  administration
of the Plan and to make determinations under, and interpretations
of, the Plan and of any Awards granted under the Plan.

Securities To Be Offered

      Two  million shares of the Company's Common Stock have been
reserved  by the Board of Directors of the Company for  grant  to
Participants  designated by the Committee under the  Plan.   Each
share,  when  issued upon exercise of Options granted  under  the
Plan, will be entitled to one vote on all matters submitted to  a
vote  of the shareholders of the Company.  If an Award terminates
without  issuance  of  the shares which were  reserved  for  such
Award,  those shares will again be available for grant under  the
Plan.   Common Stock delivered upon exercise of an Option may  be
authorized and unissued Common Stock, treasury stock, or  may  be
purchased  on  the open market or by private purchase.   Separate
certificates may be delivered to a Participant upon  exercise  of
each Option.

Who May Participate in the Plan

      Any  employee  of  the  Company  or  its  Subsidiaries  and
Affiliates  and  any  Nonemployee  Director  of  the  Company  is
eligible  to  participate in the 1997  Plan.   The  selection  of
Participants  from among employees and directors  is  within  the
sole discretion of the Committee.

Types of Awards

General:  Under the terms of the Plan, either Nonqualified  Stock
Options  or  Incentive Stock Options may be granted at  any  time
prior  to  midnight March 25, 2007.  Eligible Employees  who  are
employees of the Company may be granted either Nonqualified Stock
Options  or  Incentive Stock Options.  Nonemployee Directors  and
Eligible Employees who are employees only of an Affiliate of  the
Company  or  a subsidiary may be granted only Nonqualified  Stock
Options.

      The Committee is vested with discretion in determining  the
terms, restrictions and conditions of each Option, the number  of
shares  subject  to the Option and the manner  and  time  of  the
Option's  exercise.   All terms relating to  an  Option  will  be
evidenced by an Award Agreement signed by the Participant and the
Company.

Exercise  Price:   The exercise price of the Common Stock  to  be
issued  under  the Plan for any Option may not be less  than  the
Fair Market Value of the Common Stock on the Date of Grant.   The
Fair Market Value of the Company's Common Stock will be generally
determined by the closing price on the Date of Grant as reflected
on the American Stock Exchange.

Special Rules for Incentive Stock Options:  Options issued in the
form of Incentive Stock Options shall not be granted to Directors
who  are  not also Eligible Employees and shall comply  with  the
requirements  of  Section  422 of the  Code,  including,  without
limitation,  the  requirement  that  the  exercise  price  of  an
Incentive  Stock Option not be less than 100% of the Fair  Market
Value  of  the Common Stock on the Date of Grant, the requirement
that  each  Incentive  Stock  Option,  unless  sooner  exercised,
terminated or cancelled, expires no later than 10 years from  its
Date of Grant, and the requirement that the aggregate Fair Market
Value (determined on the Date of Grant) of the Common Stock  with
respect to which Incentive Stock Options are exercisable for  the
first time by a Participant during any calendar year (under  this
Plan  or  any  other  plan  of the Company,  its  parent  or  any
Subsidiary) not exceed $100,000.  Under the Plan, Incentive Stock
Options which are in excess of the applicable $100,000 limitation
will  be  automatically  recharacterized  as  Nonqualified  Stock
Options.   No  Incentive  Stock Options  may  be  granted  to  an
Eligible  Employee who, immediately before such grant, owns  more
than  10%  of the total combined voting power of all  classes  of
stock  of  the  Company or its subsidiaries, unless the  exercise
price  is  at least 110% of the Fair Market Value of  the  Common
Stock  on  the  date of Grant and the Incentive Stock  Option  is
exercisable no more than five years from the Date of Grant.

Eligible Employees:  The Committee may grant Options covering  up
to 50,000 shares in any year to any Eligible Employee.

Nonemployee  Directors:  Immediately after each of the  Company's
annual  meetings  of  shareholders, on the day  of  the  meeting,
beginning  in  1997,  the Committee may grant Nonqualified  Stock
Options of up to 3,000 shares to each Nonemployee Director.

Payment:  The exercise price of an Option may be paid in cash  or
by  check,  by  delivering shares of Common Stock, directing  the
Company to withhold from the shares to be delivered on exercise a
number  of  shares equal in value to the exercise price,  or  any
combination of the foregoing.  No credit will be extended by  the
Company to finance the exercise of any Option.

Non-Transferability

      Options  are  not  transferable during the  lifetime  of  a
Participant.   Options may not be assigned or pledged,  and  they
are  not  subject  to execution or attachment.   Options  may  be
transferred by will or the laws of descent and distribution.

Exercise of Options

       Options  are  exercisable  during  the  lifetime  of   the
Participant  only by the Participant and only in accordance  with
the  terms  and conditions as provided by the Committee  in  each
individual  Award Agreement.  A Participant may only exercise  an
Option by written notice stating the election to exercise in  the
form and manner determined by the Committee.  The notice must  be
delivered  to  the Secretary of the Company to be effective.   At
the  time of exercise of an Option, full payment, in the form  of
cash  or  a  check  payable to the Company, Common  Stock,  or  a
combination  thereof,  must be tendered.  In  lieu  thereof,  the
Participant  may  instruct  the  Company  to  deliver  his  stock
certificate  representing  shares issued  upon  exercise  of  the
Option  to a broker, who will sell the shares in compliance  with
the  provisions  of  the Plan and deliver the  Option  price  and
applicable  withholding  taxes  to  the  Company.   Common  Stock
delivered as payment will be valued at its Fair Market  Value  on
the date of delivery.

      Except as may be set forth in the Award Agreement, there is
no  requirement that Options be exercised in the order  in  which
they are granted, and a Participant may exercise any Option which
has  become exercisable in accordance with the terms of the Award
Agreement,  without regard to any other Options such  Participant
may have.

Termination, Death, Disability or Other Special Circumstances

      The  Committee  in  its discretion may permit  Participants
whose  employment  is  terminated by death, disability  or  other
special  circumstances  (as  determined  by  the  Committee),  to
purchase  all or part of any unvested Option.  Any Options  which
are  vested  on  the date of termination may be exercised  within
three months of the date of termination or within one year in the
case  of disability, or within three years in the event of death,
but in no event beyond the original Option expiration date.

Withholding

        No Common Stock will be issued to a Participant until the
Company  receives  full payment for the Common  Stock  purchased,
which  payment must also include any required state  and  federal
withholding  taxes.   Upon  exercise  of  a  Stock  Option,   the
Participant may direct the Company to retain from the  shares  of
Common  Stock to be issued that number of shares of Common  Stock
(based  on Fair Market Value) that would satisfy the requirements
for withholding.

Application of Insider Trading Rules

      Options  constitute "derivative securities," as defined  by
the  Commission in Rule 16a-1(c) promulgated pursuant to  Section
16(b)  of  the  Exchange  Act.  In general,  the  acquisition  of
derivative  securities constitutes a "purchase" for  purposes  of
Section  16(b) of the Exchange Act.  Section 16(b) provides  that
profits  realized  by officer or director Participants  from  the
purchase and sale of Common Stock within a period of less than  6
months  will inure to and be recoverable by the Company.  Because
the Plan is designed to comply with the requirements of Rule 16b-
3,  however, the grant of Options is exempt under Section  16(b).
The acquisition of shares of Common Stock upon the exercise of an
Option does not constitute a purchase under Section 16(b).

      In  general,  the  disposition of shares  of  Common  Stock
acquired  pursuant  to exercise of an Option  will  constitute  a
"sale"  under  Section 16(b).  In the event  that  shares  to  be
acquired  are  used  to  pay the exercise  price,  however,  that
disposition will be exempt.

Corporate Event

     Upon the occurrence of a "Corporate Event" as defined in the
Plan,  all Nonqualified Stock Options and Incentive Stock Options
will   automatically   become  fully   vested   and   immediately
exercisable  without the requirement of any further  act  by  the
Company  or  the  Participant.  For the definition  of  Corporate
Event  and  for  a more complete description of the  effect,  see
Article IX of the Plan.

Change of Control and Acquisition Date

     Awards granted under the Plan to any Participant may, in the
discretion of the Committee, provide in the Award Agreement  that
the  Awards  will  become immediately vested,  fully  earned  and
exercisable  upon the Acquisition Date or the Change  of  Control
Date  as  those  terms are defined in Sections  2.1  and  2.6  of
Article II of the Plan.

Award Agreement

      At the time an Option is granted to a Participant, an Award
Agreement   will  be  entered  into  by  the  Company   and   the
Participant.   The  Award Agreement will set  forth  the  maximum
number  of shares of Common Stock which may be purchased  by  the
Participant and the exercise price.  The Committee has discretion
in  determining  the terms, restrictions and conditions  of  each
Option,  which terms, restrictions and conditions may or may  not
be  the  same in each case.  No Participant has any rights  as  a
shareholder with respect to any shares of Common Stock subject to
an  Option prior to the purchase or acquisition of such shares by
exercise  of  the Option.  The Award Agreement does not  obligate
the Participant to exercise any Options.

Participants

      At this time the Company is not able to determine who among
the  Eligible Employees may be selected to receive Options  under
the  Plan or the number of shares of the Company's Common  Stock,
or  which Options may be granted to any particular employee.   It
is  expected, however, that these determinations will be made  on
the  basis  of  the employee's responsibilities and  present  and
potential  contribution  to  the  success  of  the  Company,  its
Subsidiaries,  and  Affiliated Entities.   Among  those  who  may
qualify  as  recipients  of  the Nonqualified  Stock  Options  or
Incentive Stock Options will be officers of the Company and other
key management and key professional employees of the Company, its
Subsidiaries  and Affiliated Entities.  The total current  number
of Eligible Employees is 383 as of March 1, 1998.

      The  number of Nonemployee Directors is eight (8).  No more
than 3,000 shares may be awarded to each such director each year,
and  such  award  may be made only on the date of  the  Company's
Annual Meeting of Shareholders.

Adjustments

      The  total  number of shares of the Company's Common  Stock
which  may  be purchased under the Plan and the number of  shares
subject  to  outstanding Options and the related exercise  prices
will  be  adjusted  in the case of changes in  capital  structure
resulting    from    merger,   consolidation,   reclassification,
recapitalization,   stock  split,  stock  dividend   or   similar
transaction.

Termination and Amendment

      The  Plan  terminates as of midnight, March 25,  2007,  but
prior to that date, it may be altered, changed, modified, amended
or  terminated  by written amendment approved  by  the  Board  of
Directors.    The  Plan  may  also  be  modified,  suspended   or
discontinued  by the Committee prior to that date.   However,  no
action  of the Board of Directors or that Committee may,  without
the  approval of the shareholders, increase the total  amount  of
Common  Stock which may be purchased under Options granted  under
the  Plan  or amend or alter the exercise price to less than  the
Fair   Market  Value  on  the  Date  of  Grant.   No   amendment,
modification  or  termination of the Plan  shall  in  any  manner
adversely  affect any Option theretofore granted under  the  Plan
without the consent of the Participant.

National Income Tax Consequences

     a.        United States.  Under current federal tax law, the
following are the federal tax consequences generally arising with
respect  to Awards under the Plan.  A Participant who is  granted
an Incentive Stock Option does not realize regular taxable income
at  the time of the grant or at the time of exercise, but only at
the  time  of  disposition of the shares.  The Participant  does,
however,  realize alternative minimum taxable income at the  time
of  exercise  equal to the difference between the exercise  price
and  the market value of the shares on the date of exercise.  The
Company is not entitled to any deduction at the time of grant  or
at  the  time  of exercise. However, if the Participant  makes  a
disposition of the shares acquired pursuant to an Incentive Stock
Option  before the later of two years from the Date of  Grant  or
one  year  from the date the Option is exercised, the Company  is
entitled  to  a deduction equal to the ordinary gain included  in
the employee's compensation income.  If the Participant makes  no
disposition prior to such times, any gain or loss realized  on  a
subsequent disposition of the shares will be treated as a capital
gain  or  loss  to  the employee.  Under such circumstances,  the
Company  will not be entitled to any corresponding deduction  for
federal income tax purposes.

      The  Participant who is granted a Nonqualified Stock Option
does  not have taxable income at the time of grant, but does have
ordinary  taxable  income at the time of exercise  equal  to  the
difference  between  the exercise price of  the  shares  and  the
market  value of the shares on the date of exercise.  The Company
is entitled to a corresponding deduction for the same amount.

      b.    Canada.   Generally, an employee who  is  a  Canadian
citizen  will  be  deemed to have received income  by  virtue  of
employment in an amount equal to the difference between the value
of Shares when acquired and the Option price in the year in which
the Shares are acquired.  A deduction in respect of a portion  of
the  benefit required to be included in the employee's income may
be permitted in certain circumstances.  In effect, this deduction
gives  the  employee capital gains treatment in  respect  of  the
deemed benefit.

Resale of Option Shares; Insider Reporting

      The Company has not imposed any restrictions upon resale of
shares purchased upon exercise of Options.  An "affiliate" of the
Company  (as defined in the rules of the Securities and  Exchange
Act) who wishes to make a public offer or sale of the shares must
do  so  in compliance with Rule 144 under the Securities  Act  of
1933, unless the affiliate's securities are included in a current
registration statement on an appropriate form.  The definition of
"affiliate" contained in the rules of the Securities and Exchange
Commission  is  very  broad and includes  all  directors  of  the
Company.   Participants  should  consult  the  Secretary  of  the
Company and their legal advisors prior to the sale of any  shares
purchased pursuant to an Option for advice as to compliance  with
applicable legal requirements.
     Each director and officer of the Company and each person who
beneficially  owns more than 10% of any class  of  the  Company's
stock  is required by Section 16(a) of the Exchange Act  to  file
with  the Commission an Initial Statement of Beneficial Ownership
of  Stock  on Form 3 and to report certain changes in  beneficial
ownership  of the stock on Form 4 within 10 days after the  close
of  the calendar month in which such change occurs.  Such persons
are  also  required to report annually, within 45 days after  the
Company's  fiscal  year  end, on Form 5, transactions  which  are
exempt from Section 16(b) liability, including grants of Options,
as  well  as  any  transaction during the Company's  most  recent
fiscal year which should have been, but was not, reported on Form
3  or Form 4.  Generally, the grant of an Option is reportable on
Form 5 (so long as the Common Stock acquired upon exercise is not
sold until 6 months have elapsed from the date of grant), and the
exercise of an Option is reportable on the next Form 4 or Form  5
due.   The  sale  of  stock acquired pursuant  to  an  Option  is
reportable on Form 4 by the tenth day of the month following  the
sale.

Incorporation of Certain Documents by Reference

      The  Company is subject to the information requirements  of
the  Securities  and Exchange Act of 1934, as amended  ("Exchange
Act").   In  accordance therewith, the Company files reports  and
other  information  with the Securities and  Exchange  Commission
("Commission").  The following documents which have been filed by
the  Company  with  the Commission pursuant to the  Exchange  Act
(File No. 1-10067), are incorporated by reference herein:

      (a)  Annual Report on Form 10-K for the year ended December
31, 1997;
          (b)  Current Report on Form 8-K dated January 20, 1998;
          (c)  Current Report on Form 8-K dated January 26, 1998;
          and
          (d)    Description  of  the  Company's   Common   Stock
          contained  in its Registration Statement  on  Form  8-B
          filed on June 7, 1995.

      All  reports  hereafter filed by the  Company  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  of  the  shares of Common Stock covered by the  registration
statement  relating  to  the  Plan  have  been  sold   or   which
deregisters  all  such  shares then remaining  unsold,  shall  be
deemed  to be incorporated herein by reference and to be  a  part
hereof from the date of filing of such documents.

      The  Company will deliver or cause to be delivered to  each
Participant to whom this document is sent or given a copy of  the
Company's  annual  report to stockholders for its  latest  fiscal
year, unless such employee otherwise has received a copy of  such
report,  in which case the Company will promptly furnish, without
charge,  a  copy  of  such  report  on  written  request  of  the
Participant.

      The  Company will provide without charge to any Participant
to  whom  a  copy of this document is delivered, upon written  or
oral  request  of any such person, a copy of any or  all  of  the
information  described  above  which  has  been  incorporated  by
reference  herein,  other than exhibits  thereto.   Requests  for
copies  should  be  directed to the Company's  secretary,  Marian
Moon, Devon Energy Corporation, 20 North Broadway, Oklahoma City,
Oklahoma 73102, telephone (405) 235-3611.






                           EXHIBIT A





                    DEVON ENERGY CORPORATION

                     1997 STOCK OPTION PLAN




                    DEVON ENERGY CORPORATION
                     1997 STOCK OPTION PLAN

                       Table of Contents
                                                              Page

ARTICLE I    PURPOSE                                           A-1
             Section 1.1  Purpose                              A-1
             Section 1.2  Establishment                        A-1
             Section 1.3  Shares Subject to the Plan           A-1
             Section 1.4  Shareholder Approval                 A-1

ARTICLE II   DEFINITIONS                                       A-1

ARTICLE III  ADMINISTRATION                                    A-4
             Section 3.1  Administration by Committee          A-4
             Section 3.2  Committee to Make Rules  
               and Interpret Plan                              A-5

ARTICLE IV   GRANT OF AWARDS                                   A-5
             Section 4.1  Committee to Grant Awards            A-5

ARTICLE V    ELIGIBILITY                                       A-5

ARTICLE VI   STOCK OPTIONS                                     A-6
             Section 6.1  Grant of Options                     A-6
             Section 6.2  Conditions of Options                A-6
             Section 6.3  Options Not Qualifying as
               Incentive Stock Options                         A-7

ARTICLE VII  STOCK ADJUSTMENTS                                 A-8

ARTICLE VIII GENERAL                                           A-8
             Section 8.1  Amendment or Termination of Plan     A-8
             Section 8.2  Acceleration of Otherwise 
               Unexercisable Stock Options on Death,
               Disability or Other Special Circumstances       A-8
             Section 8.3  Non-Transferability of Options       A-9
             Section 8.4  Withholding Taxes                    A-9
             Section 8.5  Amendments to Awards                 A-9
             Section 8.6  Securities Laws                      A-9
             Section 8.7  Change of Control                    A-9
             Section 8.8  No Right to Continued Employment     A-9
             Section 8.9  Reliance on Reports                  A-9
             Section 8.10 Construction                         A-10
             Section 8.11 Incentive Stock Options and
               Nonqualified Stock Options Granted Separately   A-10
             Section 8.12  Governing Law                       A-10

ARTICLE IX   ACCELERATION OF OPTIONS UPON  CORPORATE
             EVENT                                             A-10

                           ARTICLE I

                            PURPOSE

       Section  1.1     Purpose.   This  Stock  Option  Plan   is
established  by Devon Energy Corporation, an Oklahoma corporation
(the  "Company")  to  create incentives  which  are  designed  to
motivate  Participants  to put forth maximum  effort  toward  the
success  and growth of the Company and to enable the  Company  to
attract and retain experienced individuals who by their position,
ability and diligence are able to make important contributions to
the   Company's  success.   Toward  these  objectives,  the  Plan
provides for the granting of Options to Participants on the terms
and subject to the conditions set forth in the Plan.

      Section 1.2    Establishment.  The Plan is effective as  of
March 26, 1997, and for a period of 10 years from such date.  The
Plan  will terminate on March 25, 2007, however; it will continue
in effect until all matters relating to the payment of Awards and
administration of the Plan have been settled.

      Section  1.3     Shares Subject to the  Plan.   Subject  to
Articles  IV, VII and VIII of this Plan, shares of stock  covered
by Options shall consist of 2,000,000 shares of Common Stock.

      Section  1.4     Shareholder Approval.  The Plan  shall  be
approved  by the holders of a majority of the outstanding  shares
of  Common Stock present, or represented, and entitled to vote at
a  meeting  called for such purposes, which approval  must  occur
within the period ending twelve months after the date the Plan is
adopted by the Board.  Pending such approval by the shareholders,
Awards under the Plan may be granted to Participants, but no such
Awards  may  be exercised or paid prior to receipt of shareholder
approval.   In  the event shareholder approval  is  not  obtained
within such twelve-month period, all such Awards shall be void.


                           ARTICLE II

                          DEFINITIONS

      Section  2.1    "Acquisition Date" means the date on  which
the  Company completes the acquisition of oil and gas properties,
or  assets, or a business entity owning such properties or assets
under  an  acquisition  contract ("Acquisition  Contract")  which
results  in  a  20%  or more increase in the total  oil  and  gas
reserves or total assets of the Company.

                (i)   For  purposes  of determining  if  the  20%
increase in total oil and gas reserves has occurred, the  acquisi
tion  must result in a 20% or more increase in the total oil  and
gas  reserves  of  the  Company when compared  to  the  Company's
pre-acquisition reserves.  The Company's pre-acquisition reserves
will be the estimated reserve volumes expressed in barrels of oil
equivalent  contained in the most recent annual report,  adjusted
to  the  Acquisition  Date for subsequent  production,  drilling,
purchases   and  sales  of  reserves  (other  than  the   subject
acquisition).   In each instance, 6 Mcf of natural  gas  will  be
equal to one barrel of oil.

                (ii)   For purposes of determining if the 20%  or
more  increase  in the total assets of the Company has  occurred,
the  gross purchase or acquisition price paid (including any debt
or  other  liabilities assumed) for the assets  or  the  business
entity  owning the assets (as determined pursuant  to  the  final
Acquisition Contract) must equal 20% or more of the  sum  of  (1)
Total  Liabilities and Stockholders' Equity minus (2)  the  Total
Stockholders'  Equity  and  Devon  Financing  Trust   Convertible
Preferred  Securities plus (3) the market value of the  Company's
outstanding common and preferred stock and Devon Financing  Trust
Convertible  Preferred Securities (the "Market  Capitalization").
For  the  purpose  of  this determination,  the  foregoing  items
included  in (1) and (2) above shall be based upon the  Company's
consolidated financial statement as of the last day of the  month
immediately  preceding  the  month  in  which  such  purchase  or
acquisition  occurs;  and,  for the purpose  of  determining  the
Market  Capitalization,  the  Company's  outstanding  common  and
preferred  stock and Devon Financing Trust Convertible  Preferred
Securities shall be valued at the weighted average closing  price
of  such securities for the ten trading days preceding the public
announcement  of  the  execution of  the  definitive  Acquisition
Contract.

      Section 2.2    "Affiliated Entity" means any partnership or
limited liability company, a majority of the partnership or other
similar  interest  thereof is owned or  controlled,  directly  or
indirectly, by the Company or one or more of its Subsidiaries  or
Affiliated  Entities  or  a combination  thereof.   For  purposes
hereof, the Company, a Subsidiary or an Affiliate Entity shall be
deemed to have a majority ownership interest in a partnership  or
limited  liability  company if the Company,  such  Subsidiary  or
Affiliated Entity shall be allocated a majority of partnership or
limited  liability company gains or losses or shall be or control
the managing director or a general partner of such partnership or
limited liability company.

      Section 2.3    "Award" means, any Option granted under  the
Plan  to  a Participant by the Committee pursuant to such  terms,
conditions,  restrictions, and/or limitations,  if  any,  as  the
Committee may establish by the Award Agreement or otherwise.

       Section   2.4     "Award  Agreement"  means  any   written
instrument  that establishes the terms, conditions, restrictions,
and/or  limitations applicable to an Award in addition  to  those
established by this Plan and by the Committee's exercise  of  its
administrative powers.

      Section 2.5   "Board" means the Board of Directors  of  the
Company.

      Section  2.6  "Change of Control Date" means  the  date  on
which one of the following events occurs:

          (a)  The acquisition by any individual, entity or group
(within  the  meaning  of Section 13(d)(3)  or  14(d)(2)  of  the
Exchange  Act) (a "Person") of beneficial ownership  (within  the
meaning of Rule 13d-3 promulgated under the Exchange Act) of  30%
or more of either (i) the then outstanding shares of common stock
of  the Company (the "Outstanding Company Common Stock") or  (ii)
the   combined  voting  power  of  the  then  outstanding  voting
securities  of  the  Company entitled to vote  generally  in  the
election   of   directors   (the  "Outstanding   Company   Voting
Securities"); provided, however, that the following  acquisitions
shall  not  constitute a Change of Control:  (i) any  acquisition
directly  from the Company, (ii) any acquisition by the  Company;
(iii)  any  acquisition by any employee benefit plan (or  related
trust)  sponsored or maintained by the Company or any corporation
controlled  by  the  Company,  or (iv)  any  acquisition  by  any
corporation pursuant to a transaction which complies with clauses
(i), (ii), and (iii) of subsection (c) below; or

          (b)  Individuals who, as of the date hereof, constitute
the  Board  (the  "Incumbent Board")  cease  for  any  reason  to
constitute  at least a majority of the Board; provided,  however,
that  any  individual becoming a director subsequent to the  date
hereof whose election, appointment or nomination for election  by
the  Company's shareholders was approved by a vote of at least  a
majority  of  the  directors then comprising the Incumbent  Board
shall  be  considered as though such individual were a member  of
the   Incumbent  Board,  but  excluding,  for  purposes  of  this
definition,  any  such  individual whose  initial  assumption  of
office  occurs  as  a result of an actual or threatened  election
contest  with respect to the election or removal of directors  or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or

           (c)  Approval by the shareholders of the Company of  a
reorganization,  share  exchange,  merger  or  consolidation   (a
"Business  Combination"), in each case,  unless,  following  such
Business  Combination, (i) all or substantially all of  the  indi
viduals   and   entities   who  were   the   beneficial   owners,
respectively,  of  the  Outstanding  Company  Common  Stock   and
Outstanding Company Voting Securities immediately prior  to  such
Business  Combination beneficially own, directly  or  indirectly,
more  than  50% of, respectively, the then outstanding shares  of
common   stock  and  the  combined  voting  power  of  the   then
outstanding voting securities entitled to vote generally  in  the
election  of  directors, as the case may be, of  the  corporation
resulting  from  such  Business Combination  (including,  without
limitation,  a corporation which as a result of such  transaction
owns   the   Company   through  one  or  more  subsidiaries)   in
substantially   the   same  proportions   as   their   ownership,
immediately prior to such Business Combination of the Outstanding
Company  Common Stock and Outstanding Company Voting  Securities,
as  the  case  may  be,  (ii) no Person (excluding  any  employee
benefit   plan  (or  related  trust)  of  the  Company  or   such
corporation    resulting   from   such   Business    Combination)
beneficially  owns,  directly  or indirectly,  30%  or  more  of,
respectively, the then outstanding shares of common stock of  the
corporation  resulting  from  such Business  Combination  or  the
combined  voting power of the then outstanding voting  securities
of  such  corporation  except to the extent that  such  ownership
existed  prior to the Business Combination, and (iii) at least  a
majority  of  the  members  of the  board  of  directors  of  the
corporation resulting from such Business Combination were members
of  the  Incumbent  Board at the time of  the  execution  of  the
initial  agreement,  or  of the action  of  the  Incumbent  Board
providing  for  such  Business  Combination,  or  were   elected,
appointed or nominated by the Incumbent Board; or

          (d)  Approval by the shareholders of the Company of (i)
a complete liquidation or dissolution of the Company or, (ii) the
sale  or  other disposition of all or substantially  all  of  the
assets  of the Company, other than to a corporation with  respect
to  which following such sale or other disposition, (A) more than
50% of, respectively, the then outstanding shares of common stock
of  such  corporation and the combined voting power of  the  then
outstanding  voting  securities of such corporation  entitled  to
vote  generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals  and entities who were the beneficial owners,  respec
tively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition  in substantially the same proportion as their  owner
ship, immediately prior to such sale or other disposition, of the
Outstanding  Company Common Stock and Outstanding Company  Voting
Securities,  as  the  case  may  be,  (B)  less  than   30%   of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting  securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly
or indirectly, by any Person (excluding any employee benefit plan
(or related trust) of the Company or such corporation), except to
the  extent that such Person owned 30% or more of the Outstanding
Company  Common  Stock or Outstanding Company  Voting  Securities
prior to the sale or disposition, and (C) at least a majority  of
the  members  of the board of directors of such corporation  were
members  of  the Incumbent Board at the time of the execution  of
the  initial  agreement, or of the action of the Incumbent  Board
providing  for  such sale or other disposition of assets  of  the
Company, or were elected, appointed or nominated by the Incumbent
Board.

      Section  2.7    "Code" means the Internal Revenue  Code  of
1986,  as amended.  Reference in the Plan to any Section  of  the
Code  shall  be  deemed  to include any amendments  or  successor
provisions  to  such  Section  and  any  regulations  under  such
Section.

      Section 2.8    "Committee" means the Compensation and Stock
Option Committee of the Board, or such other committee designated
by the Board, authorized to administer the Plan under Article III
hereof consisting of not less than two "Nonemployee Directors" as
that term is defined in Rule 16b-3 promulgated under the Exchange
Act.

      Section  2.9    "Common Stock" means the common stock,  par
value  $.10  per  share, of the Company, and after  substitution,
such other stock as shall be substituted therefor as provided  in
Article VII.

      Section 2.10   "Date of Grant" means the date on which  the
granting of an Award is authorized by the Committee or such later
date as may be specified by the Committee in such authorization.

     Section 2.11   "Disability" shall have the meaning set forth
in Section 22(e)(3) of the Code.

     Section 2.12   "Eligible Employee" means any employee of the
Company, a Subsidiary or an Affiliated Entity.

      Section 2.13   "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

      Section  2.14   "Fair Market Value" means (A)  during  such
time  as  the  Common  Stock is listed upon  the  American  Stock
Exchange  or  other exchanges or the Nasdaq/National Market,  the
closing  price  of  the Common Stock on such  stock  exchange  or
exchanges or the Nasdaq/National Market on the day for which such
value  is  to  be determined, or if no sale of the  Common  Stock
shall  have  been  made  on  any  such  stock  exchange  or   the
Nasdaq/National  Market that day, on the next  preceding  day  on
which  there  was a sale of such Common Stock or (B)  during  any
such  time  as the Common Stock is not listed upon an established
stock  exchange or the Nasdaq/National Market, the  mean  between
dealer "bid" and "ask" prices of the Common Stock in the over-the-
counter  market  on  the  day  for which  such  value  is  to  be
determined, as reported by the National Association of Securities
Dealers,  Inc.  or (C) during any such time as the  Common  Stock
cannot  be  valued pursuant to (A) or (B) above, the fair  market
value  shall  be  as  determined by  the  Board  considering  all
relevant information including, by example and not by limitation,
the services of an independent appraiser.

      Section  2.15    "Incentive Stock Option" means  an  Option
within the meaning of Section 422 of the Code.

      Section 2.16   "Nonemployee Director" means any person  who
is a member of the Board, and who is not an Eligible Employee.

      Section 2.17   "Nonqualified Stock Option" means an  Option
which is not an Incentive Stock Option.

     Section 2.18   "Option" means an Award granted under Article
VI  of  the  Plan  and  includes both Non-qualified  Options  and
Incentive Stock Options to purchase shares of Common Stock.

     Section 2.19   "Participant" means a Nonemployee Director or
an  Eligible  Employee to whom an Award under the Plan  has  been
granted by the Committee.

      Section  2.20   "Plan" means Devon Energy Corporation  1997
Stock Option Plan.

      Section 2.21   "Subsidiary" shall have the same meaning set
forth in Section 424 of the Code.


                          ARTICLE III

                         ADMINISTRATION

      Section  3.1    Administration by Committee.  The Committee
shall administer the Plan.  Unless otherwise provided in the  by-
laws  of the Company or the resolutions adopted from time to time
by  the Board establishing the Committee, the Board may from time
to  time  remove members from, or add members to, the  Committee.
Vacancies  on the Committee, however caused, shall be  filled  by
the  Board.   However, at all times the Committee  members  shall
meet  the definition of "Nonemployee Director" as defined in Rule
16b-3  promulgated under the Exchange Act.  The  Committee  shall
hold  meetings at such times and places as it may  determine.   A
majority of the Committee shall constitute a quorum, and the acts
of  a  majority of the members present at any meeting at which  a
quorum is present or acts reduced to or approved in writing by  a
majority of the members of the Committee shall be the valid  acts
of the Committee.

      Subject to the provisions of the Plan, the Committee  shall
have exclusive power to:

          (a) Select the Participants to be granted Awards.

           (b)  Determine the time or times when Awards  will  be
made.

           (c)  Determine  the  form  of  an  Award,  whether  an
Incentive  Stock Option or Nonqualified Stock Option, the  number
of  shares  of Common Stock subject to the Award, all the  terms,
conditions  (including  performance  requirements),  restrictions
and/or  limitations, if any, of an Award, including the time  and
conditions  of exercise or vesting, and the terms  of  any  Award
Agreement,  which  may include the waiver or amendment  of  prior
terms  and conditions or acceleration or early vesting or payment
of  an  Award  under  certain  circumstances  determined  by  the
Committee.

           (d) Determine whether Awards will be granted singly or
in combination.

           (e) Accelerate the vesting, exercise or payment of  an
Award  or the performance period of an Award when such action  or
actions would be in the best interest of the Company.

          (f) Take any and all other action it deems necessary or
advisable for the proper operation or administration of the Plan.

      Section 3.2    Committee to Make Rules and Interpret  Plan.
The  Committee  in its sole discretion shall have the  authority,
subject  to the provisions and the general purpose and intent  of
the  Plan, to (i) modify the requirements of the Plan to  conform
with the law or to meet special circumstances not anticipated  or
covered by the Plan; (ii) suspend or discontinue the Plan;  (iii)
establish, adopt, or revise rules and regulations; and (iv)  make
all  such  determinations relating to the Plan  as  it  may  deem
necessary  or advisable for the administration of the Plan.   The
Committee's  interpretation of the Plan  or  any  Awards  granted
pursuant  thereto  and  all decisions and determinations  by  the
Committee  with respect to the Plan shall be final, binding,  and
conclusive on all parties.


                           ARTICLE IV

                        GRANT OF AWARDS

      Section  4.1     Committee to Grant Awards.  The  Committee
may, from time to time, grant Awards to one or more Participants,
provided, however, that:

           (a)  Subject to Article VII, the aggregate  number  of
shares  of  Common  Stock made subject to the Award  (i)  to  any
Eligible Employee who is a Participant in any year may not exceed
50,000 and (ii) to any Nonemployee Director may not exceed  3,000
in  any  year.  The grant of an Award to any Nonemployee Director
will only be made on the date of the Company's annual shareholder
meeting and immediately after the occurrence of such meeting.

           (b) Any shares of Common Stock related to Awards which
terminate  by  expiration, forfeiture, cancellation or  otherwise
without the issuance of shares of Common Stock shall be available
again for grant under the Plan.

           (c)  Common  Stock  delivered by  the  Company  issued
pursuant  to  an  Award  under the Plan  may  be  authorized  and
unissued Common Stock or Common Stock held in the treasury of the
Company  or  may be purchased on the open market  or  by  private
purchase.

           (d) Separate certificates representing Common Stock to
be  delivered  to a Participant upon the exercise of  any  Option
will be issued to such Participant.


                           ARTICLE V

                          ELIGIBILITY

      Subject to the provisions of the Plan, the Committee shall,
from  time  to  time, select from the Nonemployee  Directors  and
Eligible  Employees  those to whom Awards shall  be  granted  and
shall  determine the type or types of Awards to be made and shall
establish  in the related Award Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Awards
in addition to those set forth in the Plan and the administrative
rules and regulations issued by the Committee.


                           ARTICLE VI

                         STOCK OPTIONS

      Section  6.1    Grant of Options.  The Committee may,  from
time  to  time,  subject to the provisions of the Plan  and  such
other terms and conditions as it may determine, grant Options  to
Participants.   These Options may be Incentive Stock  Options  or
Nonqualified Stock Options, or a combination of both.  Each grant
of an Option shall be evidenced by an Award Agreement executed by
the Company and the Participant, and shall contain such terms and
conditions and be in such form as the Committee may from time  to
time approve, subject to the requirements of Section 6.2.

      Section  6.2     Conditions  of Options.   Each  Option  so
granted shall be subject to the following conditions:

           (a)  Exercise  Price.  As limited  by  Section  6.2(e)
below, each Option shall state the exercise price which shall  be
set by the Committee at the Date of Grant; provided, however,  no
Option  shall be granted at an exercise price which is less  than
the Fair Market Value of the Common Stock on the Date of Grant.

           (b)  Form of Payment.  The exercise price of an Option
may  be  paid (i) in cash or by check, bank draft or money  order
payable to the order of the Company; (ii) by delivering shares of
Common  Stock or other equity securities of the Company having  a
Fair  Market Value on the date of payment equal to the amount  of
the  exercise price; (iii) by directing the Company  to  withhold
from  the  shares  of  Common  Stock  to  be  delivered  to   the
Participant  upon exercise of the Option, shares of Common  Stock
with  a  Fair  Market Value on the date of payment equal  to  the
amount  of  the  exercise price; or (iv)  a  combination  of  the
foregoing.   In  addition to the foregoing,  any  Option  granted
under  the  Plan  may be exercised by a broker-dealer  acting  on
behalf  of  a  Participant if (A) the broker-dealer has  received
from  the  Participant  or the Company a  notice  evidencing  the
exercise   of  such  Option  and  instructions  signed   by   the
Participant  requesting  the Company to  deliver  the  shares  of
Common  Stock  subject  to such Option to  the  broker-dealer  on
behalf  of the Participant and specifying the account into  which
such  shares should be deposited, (B) adequate provision has been
made  with  respect to the payment of any withholding  taxes  due
upon  such exercise or, in the case of an Incentive Stock Option,
upon the premature disposition of such shares and (C) the broker-
dealer  and the Participant have otherwise complied with  Section
220.3(e)(4)  of Regulation T, 12 CFR, Part 220 and any  successor
rules and regulations applicable to such exercise.

           (c)  Exercise of Options.  Options granted  under  the
Plan  shall be exercisable, in whole or in such installments  and
at  such  times,  and  shall expire at such  time,  as  shall  be
provided by the Committee in the Award Agreement.  Exercise of an
Option  shall  be  by  written notice  stating  the  election  to
exercise  in  the  form and manner determined by  the  Committee.
Every  share of Common Stock acquired through the exercise of  an
Option  shall be deemed to be fully paid at the time of  exercise
and payment of the exercise price.

          (d) Other Terms and Conditions.  Among other conditions
that may be imposed by the Committee, if deemed appropriate,  are
those relating to (i) the period or periods and the conditions of
exercisability  of  any Option; (ii) the minimum  periods  during
which   Participants  must  be  employed  by  the  Company,   its
Subsidiaries or an Affiliated Entity, or must hold Options before
they  may  be  exercised; (iii) the minimum periods during  which
shares  acquired  upon  exercise must  be  held  before  sale  or
transfer  shall  be permitted; (iv) conditions under  which  such
Options or shares may be subject to forfeiture; (v) the frequency
of  exercise or the minimum or maximum number of shares that  may
be  acquired  at  any  one time and (vi) the achievement  by  the
Company of specified performance criteria.

           (e)  Special Restrictions Relating to Incentive  Stock
Options.   Options issued in the form of Incentive Stock  Options
shall  not  be  granted to Directors who are  not  also  Eligible
Employees  of the Company or a Subsidiary and shall, in  addition
to   being   subject   to  all  applicable   terms,   conditions,
restrictions and/or limitations established under the Plan or  by
the Committee, comply with the requirements of Section 422 of the
Code  (or  any  successor  Section thereto),  including,  without
limitation,  the  requirement  that  the  exercise  price  of  an
Incentive  Stock Option not be less than 100% of the Fair  Market
Value  of  the Common Stock on the Date of Grant, the requirement
that  each  Incentive  Stock  Option,  unless  sooner  exercised,
terminated or cancelled, expire no later than 10 years  from  its
Date of Grant, and the requirement that the aggregate Fair Market
Value (determined on the Date of Grant) of the Common Stock  with
respect to which Incentive Stock Options are exercisable for  the
first time by a Participant during any calendar year (under  this
Plan  or  any  other  plan  of the Company,  its  parent  or  any
Subsidiary)  not exceed $100,000.  Incentive Stock Options  which
are  in  excess  of  the applicable $100,000 limitation  will  be
automatically  recharacterized as Nonqualified Stock  Options  as
provided  under  Section 6.3 of this Plan.   No  Incentive  Stock
Options shall be granted to any Eligible Employee if, immediately
before  the  grant  of an Incentive Stock Option,  such  Eligible
Employee owns more than 10% of the total combined voting power of
all  classes  of  stock  of the Company or its  Subsidiaries  (as
determined  in  accordance  with  the  stock  attribution   rules
contained in Sections 422 and 424(d) of the Code).  Provided, the
preceding  sentence shall not apply if, at the time the Incentive
Stock  Option is granted, the exercise price is at least 110%  of
the  Fair  Market  Value  of  the Common  Stock  subject  to  the
Incentive  Stock Option, and such Incentive Stock Option  by  its
terms  is exercisable no more than five years from the date  such
Incentive Stock Option is granted.

           (f)  Application of Funds.  The cash proceeds received
by  the Company from the sale of Common Stock pursuant to Options
will be used for general corporate purposes.  Shares received  by
the  Company  in  lieu  of cash payment  will  be  considered  as
treasury stock and may be retired at the Company's discretion.

           (g)  Shareholder Rights.  No Participant shall have  a
right  as a shareholder with respect to any share of Common Stock
subject  to an Option prior to purchase of such shares of  Common
Stock by exercise of the Option.

      Section  6.3     Options Not Qualifying as Incentive  Stock
Options.   With  respect  to all or any  portion  of  any  Option
granted  under  this Plan not qualifying as an  "incentive  stock
option"  under  Section 422 of the Code,  such  Option  shall  be
considered as a Nonqualified Stock Option granted under this Plan
for  all  purposes.  Further, this Plan and any  Incentive  Stock
Options granted hereunder shall be deemed to have incorporated by
reference all the provisions and requirements of Section  422  of
the  Code (and the Treasury Regulations issued thereunder)  which
are  required to provide that all Incentive Stock Options granted
hereunder shall be "incentive stock options" described in Section
422  of  the Code.  Further, in the event that (a) the  Committee
grants  Incentive Stock Options under this Plan to a Participant,
and,  (b)  the applicable limitation contained in Section  6.2(e)
herein  is exceeded, then, such Incentive Stock Options in excess
of such limitation shall be treated as Nonqualified Stock Options
under  this  Plan  subject to the terms  and  provisions  of  the
applicable  Award  Agreement, except to the  extent  modified  to
reflect  recharacterization  of the Incentive  Stock  Options  as
Nonqualified Stock Options.


                          ARTICLE VII

                       STOCK ADJUSTMENTS

      In  the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for  a  different
number  or  kind  of shares of stock or other securities  of  the
Company  or of another corporation (whether by reason of  merger,
consolidation, recapitalization, reclassification,  stock  split,
combination  of  shares or otherwise), or if the number  of  such
shares of Common Stock shall be increased through the payment  of
a  stock dividend, or a dividend on the shares of Common Stock or
rights or warrants to purchase securities of the Company shall be
made,  then there shall be substituted for or added to each share
available  under and subject to the Plan as provided  in  Section
1.3 hereof, and each share theretofore appropriated or thereafter
subject  or which may become subject to Options under  the  Plan,
the  number and kind of shares of stock or other securities  into
which  each outstanding share of Common Stock shall be so changed
or  for which each such share shall be exchanged or to which each
such  share shall be entitled, as the case may be, on a fair  and
equivalent basis in accordance with the applicable provisions  of
Section  424  of  the Code; provided, however,  with  respect  to
Options,  in  no  such  event will such adjustment  result  in  a
modification  of any Option as defined in Section 424(h)  of  the
Code.  In the event there shall be any other change in the number
or  kind of the outstanding shares of Common Stock, or any  stock
or  other securities into which the Common Stock shall have  been
changed  or for which it shall have been exchanged, then  if  the
Committee  shall,  in  its sole discretion, determine  that  such
change  equitably requires an adjustment in the shares  available
under  and  subject  to  the Plan, or in  any  Award  theretofore
granted  or which may be granted under the Plan, such adjustments
shall be made in accordance with such determination, except  that
no  adjustment of the number of shares of Common Stock  available
under the Plan or to which any Award relates that would otherwise
be required shall be made unless and until such adjustment either
by  itself  or with other adjustments not previously  made  would
require  an increase or decrease of at least 1% in the number  of
shares  of Common Stock available under the Plan or to which  any
Award  relates immediately prior to the making of such adjustment
(the "Minimum Adjustment").  Any adjustment representing a change
of  less  than such minimum amount shall be carried  forward  and
made  as  soon as such adjustment together with other adjustments
required by this Article VII and not previously made would result
in  a  Minimum  Adjustment.  Notwithstanding the  foregoing,  any
adjustment required by this Article VII which otherwise would not
result  in  a  Minimum Adjustment shall be made with  respect  to
shares of Common Stock relating to any Award immediately prior to
exercise, payment or settlement of such Award.

      No  fractional  shares of Common Stock or  units  of  other
securities  shall be issued pursuant to any such adjustment,  and
any  fractions  resulting  from  any  such  adjustment  shall  be
eliminated in each case by rounding downward to the nearest whole
share.


                          ARTICLE VIII

                            GENERAL

      Section 8.1    Amendment or Termination of Plan.  The Board
may  suspend or terminate the Plan at any time.  In addition, the
Board  may, from time to time, amend the Plan in any manner,  but
may  not  without shareholder approval adopt any amendment  which
would  increase  the aggregate number of shares of  Common  Stock
available under the Plan (except by operation of Article VII)  or
decrease the exercise price to less than the Fair Market Value on
the Date of Grant, provided, that any amendment to the Plan shall
require  approval  of  the shareholders if,  in  the  opinion  of
counsel  to the Company, such approval is required by any Federal
or state law or any regulations or rules promulgated thereunder.

      Section  8.2     Acceleration  of  Otherwise  Unexercisable
Options  on  Death,  Disability or Other  Special  Circumstances.
The  Committee,  in  its  sole  discretion,  may  permit  (i)   a
Participant  who terminates employment due to a Disability,  (ii)
the  personal representative of a deceased Participant, or  (iii)
any   other  Participant  who  terminates  employment  upon   the
occurrence  of  special  circumstances  (as  determined  by   the
Committee)  to purchase all or any part of the shares subject  to
any  unvested Option on the date of the Participant's Disability,
death,  or as the Committee otherwise so determines. With respect
to  Options  which  have  already vested  at  the  date  of  such
termination  or  the  vesting  of which  is  accelerated  by  the
Committee  in  accordance  with  the  foregoing  provision,   the
Participant  or  the  personal  representative  of   a   deceased
Participant  shall automatically have the right to exercise  such
vested Options within three months of such date of termination of
employment  (or  such longer period as shall be provided  in  the
Award  Agreement)  or  one  year in the  case  of  a  Participant
suffering  a Disability or three years in the case of a  deceased
Participant; provided, however, in no event shall the  option  be
exercisable beyond the original expiration date of the Option.

      Section  8.3    Non-Transferability of Options.  Except  as
otherwise  herein  provided,  any Option  granted  shall  not  be
transferable  otherwise than by will or the laws of  descent  and
distribution,  and  the  Option  may  be  exercised,  during  the
lifetime of the Participant, only by him.  More particularly (but
without  limiting  the generality of the foregoing),  the  Option
shall  not  be assigned, transferred (except as provided  above),
pledged  or  hypothecated  in any way whatsoever,  shall  not  be
assignable  by  operation  of law and shall  not  be  subject  to
execution,   attachment,  or  similar  process.   Any   attempted
assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof shall be null and
void and without effect.

     Section 8.4    Withholding Taxes.  A Participant may pay the
amount  of taxes required by law upon the exercise or payment  of
an Award (i) in cash, (ii) by delivering to the Company shares of
Common  Stock having a Fair Market Value on the date  of  payment
equal  to the amount of such required withholding taxes, or (iii)
by  directing the Company to withhold from the shares  of  Common
Stock to be delivered to the Participant upon exercise or payment
of the Award shares of Common Stock having a Fair Market Value on
the  date  of  payment  equal  to the  amount  of  such  required
withholding taxes.

      Section 8.5    Amendments to Awards.  The Committee may  at
any  time amend the terms of any Award Agreement, whether or  not
presently  exercisable,  earned, paid or  vested,  to  accelerate
vesting of Awards.

      Section 8.6    Securities Laws.  The Company shall have  no
obligation  to issue or deliver certificates representing  shares
of Common Stock subject to Awards prior to:

          (a) the obtaining of any approval from, or satisfaction
of  any  waiting  period  or  other  condition  imposed  by,  any
governmental  agency  which  the Committee  shall,  in  its  sole
discretion, determine to be necessary or advisable; and

           (b)  the  completion  of  any  registration  or  other
qualification  of such shares under any state or Federal  law  or
ruling of any governmental body which the Committee shall, in its
sole discretion, determine to be necessary or advisable.

      Section 8.7    Change of Control.  Awards granted under the
Plan  to any Participant may, in the discretion of the Committee,
provide  that  such  Awards  shall be immediately  vested,  fully
earned and exercisable upon the Acquisition Date or the Change of
Control Date.

       Section   8.8      No   Right  to  Continued   Employment.
Participation in the Plan shall not give any Nonemployee Director
any  right to remain a Nonemployee Director of the Company or any
Eligible  Employee  any right to remain  in  the  employ  of  the
Company,  any Subsidiary or any Affiliated Entity.  The  adoption
of  this  Plan shall not be deemed to give any Director, Eligible
Employee  or any other individual any right to be selected  as  a
Participant or to be granted an Award.

      Section  8.9     Reliance on Reports.  Each member  of  the
Committee  and each member of the Board shall be fully  justified
in  relying or acting in good faith upon any report made  by  the
independent   public   accountants  of  the   Company   and   its
Subsidiaries   and  upon  any  other  information  furnished   in
connection  with  the Plan by any person or  persons  other  than
himself.  In no event shall any person who is or shall have  been
a  member  of  the Committee or of the Board be  liable  for  any
determination made or other action taken or any omission  to  act
in reliance upon any such report or information or for any action
taken,  including the furnishing of information,  or  failure  to
act, if in good faith.

      Section 8.10   Construction.  Masculine pronouns and  other
words of masculine gender shall refer to both men and women.  The
titles  and  headings of the sections in the  Plan  are  for  the
convenience of reference only, and in the event of any  conflict,
the  text of the Plan, rather than such titles or headings, shall
control.

      Section  8.11    Incentive Stock Options  and  Nonqualified
Stock  Options  Granted  Separately.   Since  the  Committee   is
authorized  to  grant  Nonqualified Stock Options  and  Incentive
Stock  Options  to  Participants, the grants  thereof  and  Award
Agreements  relating thereto will be made separately and  totally
independent  of each other.  Except as it relates  to  the  total
number of shares of Stock which may be issued under the Plan, the
grant  or  exercise of a Nonqualified Stock Option  shall  in  no
manner  affect  the  grant and exercise of  any  Incentive  Stock
Options.  Similarly, the grant and exercise of an Incentive Stock
Option  shall in no manner affect the grant and exercise  of  any
Nonqualified Stock Options.

     Section 8.12   Governing Law.  The Plan shall be governed by
and  construed  in  accordance with the  laws  of  the  State  of
Oklahoma except as superseded by applicable Federal law.


                           ARTICLE IX

          ACCELERATION OF OPTIONS UPON CORPORATE EVENT

      If  the Company shall, pursuant to action by the Board,  at
any  time  propose  to  dissolve  or  liquidate  or  merge  into,
consolidate   with,  or  sell  or  otherwise  transfer   all   or
substantially  all  of  its  assets to  another  corporation  and
provision  is not made pursuant to the terms of such  transaction
for  the  assumption  by  the surviving, resulting  or  acquiring
corporation  of outstanding Options under the Plan,  or  for  the
substitution of new options therefor, the Committee  shall  cause
written  notice of the proposed transaction to be given  to  each
Participant  no  less than forty days prior  to  the  anticipated
effective date of the proposed transaction, and his Option  shall
become 100% vested and, prior to a date specified in such notice,
which  shall  be not more than ten days prior to the  anticipated
effective  date  of  the proposed transaction,  each  Participant
shall  have the right to exercise his Option to purchase  any  or
all  of  the  Common  Stock then subject to  such  Option.   Each
Participant,  by  so notifying the Company in  writing,  may,  in
exercising his Option, condition such exercise upon, and  provide
that  such  exercise shall become effective at the time  of,  but
immediately  prior  to, the consummation of the  transaction,  in
which event such Participant need not make payment for the Common
Stock  to  be purchased upon exercise of such Option  until  five
days after written notice by the Company to such Participant that
the  transaction  has been consummated.  If  the  transaction  is
consummated, each Option, to the extent not previously  exercised
prior  to  the  date  specified in the  foregoing  notice,  shall
terminate  on  the effective date of such consummation.   If  the
transaction is abandoned, (i) any Common Stock not purchased upon
exercise  of  such  Option shall continue  to  be  available  for
purchase in accordance with the other provisions of the Plan  and
(ii)  to  the extent that any Option not exercised prior to  such
abandonment shall have vested solely by operation of this Article
IX,  such  vesting  shall  be deemed annulled,  and  the  vesting
schedule set forth in the Participant's Option Agreement shall be
reinstituted, as of the date of such abandonment.

                            PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

       The  registrant  incorporates  herein  by  reference   the
following  documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission");

     (a)  the registrant's latest annual report filed pursuant to
Sections  12(a) or 15(d) of the Securities Exchange Act of  1934,
as amended (the "Exchange Act");

      (b)   all other reports filed pursuant to Section 13(a)  or
15(d)  of  the  Exchange Act since the end  of  the  fiscal  year
covered by the annual report referenced to in (a) above; and

      (c)   the  description  of  the registrant's  common  stock
contained in its registration statement filed under the  Exchange
Act,  and  any  amendment  or report filed  for  the  purpose  of
updating such description.

      All  reports hereafter 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  of  the  shares of the registrant's common stock covered  by
this  registration statement have been sold or which  deregisters
all  such  shares then remaining unsold, shall be  deemed  to  be
incorporated herein by reference and to be a 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.

     None

Item 6.   Indemnification of Directors and Officers.

      Section 1031 of the Oklahoma General Corporation Act, under
which   Act  the  registrant  is  incorporated,  authorizes   the
indemnification   of   officers  and  directors   under   certain
circumstances.   Paragraph "Thirteenth"  of  the  Certificate  of
Incorporation of the registrant and Article VI of the  Bylaws  of
the registrant provide indemnification of directors, officers and
agents  under certain circumstances.  These circumstances may  be
sufficiently  broad  to  indemnify such persons  for  liabilities
under  the  Securities  Act  of 1933.   Article  "Ninth"  of  the
Company's  Articles of Incorporation limit the personal liability
of   directors   to   its   stockholders   except   for   certain
circumstances.  Liability under Federal Securities law is not one
of  the  circumstances  which  is  excepted.   In  addition,  the
registrant maintains insurance policies which insure its officers
and directors against certain liabilities.


Item 7.   Exemption from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

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

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

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

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

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

4.6           Form of Incentive Stock Option Award Agreement.

4.7            Form  of Nonqualified Stock Option Award Agreement
          for Employees.

4.8            Form  of Nonqualified Stock Option Award Agreement
          for Nonemployee Directors.

5              Opinion of Underwood,Wilson,Berry,Stein & Johnson,
          a Professional Corporation.

23.1          Consent of KPMG Peat Marwick LLP

23.2          Consent of LaRoche Petroleum Consultants, Ltd.

23.3      Consent of AMH Group, Ltd.

23.4           Consent of Underwood,Wilson,Berry,Stein & Johnson,
          a  Professional Corporation (included in Exhibit  5  of
          this Registration Statement).

24            Powers of Attorney


Item 9.   Undertakings.

     A.   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;

           (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;

          (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 (A)(1)(i) and (A)(1)(ii)
do not apply if 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
Securities  Exchange  Act  of  1934  that  are  incorporated   by
reference in the Registration Statement.

      (2)   That,  for the purposes of determining any  liability
under  the  Securities  Act  of 1933,  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.

      B.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  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.
                           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 the 25th day  of
March, 1998.

                              DEVON ENERGY CORPORATION


                         
                         By:  J. Larry Nichols, President
                              J. Larry Nichols, President and
                                   Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated on March 25, 1998.




John W. Nichols                          J. Larry Nichols
John W. Nichols,  Chairman  of           J. Larry Nichols, President, Chief
the Board and Director                   Executive Officer and Director


William T. Vaughn                        Danny J. Heatly
William T. Vaughn, Vice President        Danny J. Heatly, Controller
- Finance                                



Luke R. Corbett                          Thomas F. Ferguson 
Luke R. Corbett, Director                Thomas F. Ferguson, Director


David M. Gavrin                          Michael E. Gellert
David M. Gavrin, Director                Michael E. Gellert, Director


Tom J. McDaniel                          H. R. Sanders, Jr.
Tom J. McDaniel, Director                H. R. Sanders, Jr., Director


Lawrence H. Towell
Lawrence H. Towell, Director
'

                       Index to Exhibits

Exhibit
  No.                                                        Page

 4.6      Form of Incentive Stock Option Award Agreement

 4.7      Form of Nonqualified Stock Option Award Agreement
          for Employees

 4.8      Form of Nonqualified Stock Option Award Agreement for
          Nonemployee Directors

  5       Opinion and Consent of Underwood,Wilson,Berry,Stein  &
          Johnson, a Professional Corporation

23.1      Consent of KPMG Peat Marwick LLP


23.2      Consent of LaRoche Petroleum Consultants, Ltd.

23.3      Consent of AMH Group, Ltd.

24        Powers of Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 80021}]
{"company-data": {"conformed-name": "DEVON ENERGY CORP /OK/", "cik": "0000837330", "assigned-sic": "1311", "irs-number": "731333969", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48643", "film-number": "98573364"}, "business-address": {"street1": "20 N BROADWAY STE 1500", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102-8260", "phone": "4052353611"}, "mail-address": {"street1": "20 NORTH BROADWAY SUITE 1500", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102-8260"}}
As  filed with the Securities and Exchange Commission on March__,
1998

                            FORM S-8

    Registration Statement under the Securities Act of 1933
                 ______________________________

                    DEVON ENERGY CORPORATION
     (Exact name of registrant as specified in its charter)

           Oklahoma                          73-1474008
 (State or other jurisdiction             (I.R.S. Employer
     of incorporation or                Identification No.)
        organization)                             
                                                  
20 North Broadway, Suite 1500                     73102
   Oklahoma City, Oklahoma                      (Zip Code)
    (Address of Principal
      Executive Office)
                 ______________________________
                                
         DEVON ENERGY CORPORATION 1997 STOCK OPTION PLAN
                    (Full title of the Plan)
                                
     Mr. J. Larry Nichols                    Copies to:
          President                     E. T. Manning, Esq.
   Devon Energy Corporation            Underwood,Wilson,Berry
20 North Broadway, Suite 1500              Stein & Johnson
Oklahoma City, Oklahoma 73102-       A Professional Corporation
             8260                   1500 Amarillo National Bank
  (Name and address of agent                   Bldg.
         for service)                         5th at Taylor
                                       Amarillo, Texas  79105
                                
                         (405) 235-3611
  (Telephone number, including area code, of agent for service)
                 ______________________________

                Calculation of Registration Fee
_________________________________________________________________
___________________________________________________

                               Proposed maxi-      Proposed maxi-
Amount
Title   of  securities       Amount  to  be         mum  offering
mum aggregate  of registra-
to  be registered         registered               price per unit
offering price tion fee
_________________________________________________________________
________________________________________________

Common     Stock,            2,000,000                  $36.125**
$72,250,000**  $14,450**
$.10 par value      shares*
_________________________________________________________________
_________________________________________________

*    Such  indeterminable additional amount of common stock,  par
     value  $.10  per  share,  is hereby  registered  as  may  be
     required  by  reason of the anti-dilution provision  of  the
     Devon Energy Corporation 1997 Stock Option Plan.

**   Calculated pursuant to Rule 457(h), based on the average  of
     the high and low prices of the common stock, as reported  on
     the American Stock Exchange for March 20, 1998.

                    DEVON ENERGY CORPORATION

               2,000,000 Shares of Common Stock,
                    $.10 Par Value, Offered
                          Pursuant to
        Devon Energy Corporation 1997 Stock Option Plan

General

      The  Devon Energy Corporation 1997 Stock Option  Plan  (the
"Plan")  authorizes the Compensation and Stock  Option  Committee
(the "Committee") of Devon Energy Corporation (the "Company")  to
grant  Nonqualified Stock Options to non-employee members of  the
Board of Directors of the Company ("Nonemployee Directors"),  and
to  employees  of  the  Company,  its  Subsidiaries  and  certain
Affiliated  Entities ("Eligible Employees"), and Incentive  Stock
Options to Eligible Employees who are employees of the Company or
a   subsidiary  (Nonemployee  Directors  and  Eligible  Employees
collectively  referred  to  as  "Participants").   The  Board  of
Directors has reserved 2,000,000 shares of the Company's $.10 par
value  common  stock ("Common Stock") for grant  to  Participants
designated by the Committee under the Plan.  A description of the
Plan  appears below.  A copy of the Plan is attached  as  Exhibit
"A"  and  the  description contained herein is qualified  in  its
entirety  by  reference  to  the  complete  text  of  the   Plan.
Capitalized terms in this document shall have the same meaning as
in the Plan.

     Participants wishing to receive additional information about
the   Plan  or  its  administration  may  contact  the  Corporate
Secretary at the Company's principal executive office,  20  North
Broadway,   Suite   1500  Oklahoma  City,   Oklahoma   73102-8260
(telephone (405) 235-3611).

Description of the Plan

      The  Company  has  adopted the Plan  to  create  incentives
designed to motivate Eligible Employees and to attract and retain
the  Eligible Employees and Nonemployee Directors of the Company.
The  Plan  authorizes the Committee to grant either  Nonqualified
Stock  Options  or  Incentive Stock Options  under  the  features
provided  for  by the Internal Revenue Code of 1986,  as  amended
(the  "Code").   The Plan, upon shareholder approval  (which  was
granted on May 21, 1997, at the Company's 1997 Annual Meeting  of
Shareholders),  became effective as of March 26, 1997,  and  will
terminate ten years later on March 25, 2007, continuing  only  as
to  payment and administration matters.  The Plan is not  subject
to  the provisions of the Employee Retirement Income Security Act
of  1974  ("ERISA") and is not qualified under Section 401(a)  of
the Code.  All shares subject to the Plan have been registered at
the  Company's expense pursuant to Securities Act of 1933 and are
listed on the American Stock Exchange.

                      ___________________

             THIS DOCUMENT CONSTITUTES PART OF THE
         PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933
                      ___________________

                         March 25, 1998

The Committee

      The  Plan will be administered by the Committee,  which  is
composed of not less than two "nonemployee directors" as  defined
in  Rule  16b-3  of  the Securities Exchange Act  of  1934.   The
Committee  members  will  serve at the  pleasure  of  the  Board.
Members  of  the  Committee are eligible to receive  Nonqualified
Stock  Options  under the Plan.  The Committee is authorized  and
has  sole discretion to select Eligible Employees and Nonemployee
Directors  to receive Awards, modify Plan requirements, supercede
or   discontinue  the  Plan,  establish  and  revise  rules   and
regulations,  make determinations relating to the  administration
of the Plan and to make determinations under, and interpretations
of, the Plan and of any Awards granted under the Plan.

Securities To Be Offered

      Two  million shares of the Company's Common Stock have been
reserved  by the Board of Directors of the Company for  grant  to
Participants  designated by the Committee under the  Plan.   Each
share,  when  issued upon exercise of Options granted  under  the
Plan, will be entitled to one vote on all matters submitted to  a
vote  of the shareholders of the Company.  If an Award terminates
without  issuance  of  the shares which were  reserved  for  such
Award,  those shares will again be available for grant under  the
Plan.   Common Stock delivered upon exercise of an Option may  be
authorized and unissued Common Stock, treasury stock, or  may  be
purchased  on  the open market or by private purchase.   Separate
certificates may be delivered to a Participant upon  exercise  of
each Option.

Who May Participate in the Plan

      Any  employee  of  the  Company  or  its  Subsidiaries  and
Affiliates  and  any  Nonemployee  Director  of  the  Company  is
eligible  to  participate in the 1997  Plan.   The  selection  of
Participants  from among employees and directors  is  within  the
sole discretion of the Committee.

Types of Awards

General:  Under the terms of the Plan, either Nonqualified  Stock
Options  or  Incentive Stock Options may be granted at  any  time
prior  to  midnight March 25, 2007.  Eligible Employees  who  are
employees of the Company may be granted either Nonqualified Stock
Options  or  Incentive Stock Options.  Nonemployee Directors  and
Eligible Employees who are employees only of an Affiliate of  the
Company  or  a subsidiary may be granted only Nonqualified  Stock
Options.

      The Committee is vested with discretion in determining  the
terms, restrictions and conditions of each Option, the number  of
shares  subject  to the Option and the manner  and  time  of  the
Option's  exercise.   All terms relating to  an  Option  will  be
evidenced by an Award Agreement signed by the Participant and the
Company.

Exercise  Price:   The exercise price of the Common Stock  to  be
issued  under  the Plan for any Option may not be less  than  the
Fair Market Value of the Common Stock on the Date of Grant.   The
Fair Market Value of the Company's Common Stock will be generally
determined by the closing price on the Date of Grant as reflected
on the American Stock Exchange.

Special Rules for Incentive Stock Options:  Options issued in the
form of Incentive Stock Options shall not be granted to Directors
who  are  not also Eligible Employees and shall comply  with  the
requirements  of  Section  422 of the  Code,  including,  without
limitation,  the  requirement  that  the  exercise  price  of  an
Incentive  Stock Option not be less than 100% of the Fair  Market
Value  of  the Common Stock on the Date of Grant, the requirement
that  each  Incentive  Stock  Option,  unless  sooner  exercised,
terminated or cancelled, expires no later than 10 years from  its
Date of Grant, and the requirement that the aggregate Fair Market
Value (determined on the Date of Grant) of the Common Stock  with
respect to which Incentive Stock Options are exercisable for  the
first time by a Participant during any calendar year (under  this
Plan  or  any  other  plan  of the Company,  its  parent  or  any
Subsidiary) not exceed $100,000.  Under the Plan, Incentive Stock
Options which are in excess of the applicable $100,000 limitation
will  be  automatically  recharacterized  as  Nonqualified  Stock
Options.   No  Incentive  Stock Options  may  be  granted  to  an
Eligible  Employee who, immediately before such grant, owns  more
than  10%  of the total combined voting power of all  classes  of
stock  of  the  Company or its subsidiaries, unless the  exercise
price  is  at least 110% of the Fair Market Value of  the  Common
Stock  on  the  date of Grant and the Incentive Stock  Option  is
exercisable no more than five years from the Date of Grant.

Eligible Employees:  The Committee may grant Options covering  up
to 50,000 shares in any year to any Eligible Employee.

Nonemployee  Directors:  Immediately after each of the  Company's
annual  meetings  of  shareholders, on the day  of  the  meeting,
beginning  in  1997,  the Committee may grant Nonqualified  Stock
Options of up to 3,000 shares to each Nonemployee Director.

Payment:  The exercise price of an Option may be paid in cash  or
by  check,  by  delivering shares of Common Stock, directing  the
Company to withhold from the shares to be delivered on exercise a
number  of  shares equal in value to the exercise price,  or  any
combination of the foregoing.  No credit will be extended by  the
Company to finance the exercise of any Option.

Non-Transferability

      Options  are  not  transferable during the  lifetime  of  a
Participant.   Options may not be assigned or pledged,  and  they
are  not  subject  to execution or attachment.   Options  may  be
transferred by will or the laws of descent and distribution.

Exercise of Options

       Options  are  exercisable  during  the  lifetime  of   the
Participant  only by the Participant and only in accordance  with
the  terms  and conditions as provided by the Committee  in  each
individual  Award Agreement.  A Participant may only exercise  an
Option by written notice stating the election to exercise in  the
form and manner determined by the Committee.  The notice must  be
delivered  to  the Secretary of the Company to be effective.   At
the  time of exercise of an Option, full payment, in the form  of
cash  or  a  check  payable to the Company, Common  Stock,  or  a
combination  thereof,  must be tendered.  In  lieu  thereof,  the
Participant  may  instruct  the  Company  to  deliver  his  stock
certificate  representing  shares issued  upon  exercise  of  the
Option  to a broker, who will sell the shares in compliance  with
the  provisions  of  the Plan and deliver the  Option  price  and
applicable  withholding  taxes  to  the  Company.   Common  Stock
delivered as payment will be valued at its Fair Market  Value  on
the date of delivery.

      Except as may be set forth in the Award Agreement, there is
no  requirement that Options be exercised in the order  in  which
they are granted, and a Participant may exercise any Option which
has  become exercisable in accordance with the terms of the Award
Agreement,  without regard to any other Options such  Participant
may have.

Termination, Death, Disability or Other Special Circumstances

      The  Committee  in  its discretion may permit  Participants
whose  employment  is  terminated by death, disability  or  other
special  circumstances  (as  determined  by  the  Committee),  to
purchase  all or part of any unvested Option.  Any Options  which
are  vested  on  the date of termination may be exercised  within
three months of the date of termination or within one year in the
case  of disability, or within three years in the event of death,
but in no event beyond the original Option expiration date.

Withholding

        No Common Stock will be issued to a Participant until the
Company  receives  full payment for the Common  Stock  purchased,
which  payment must also include any required state  and  federal
withholding  taxes.   Upon  exercise  of  a  Stock  Option,   the
Participant may direct the Company to retain from the  shares  of
Common  Stock to be issued that number of shares of Common  Stock
(based  on Fair Market Value) that would satisfy the requirements
for withholding.

Application of Insider Trading Rules

      Options  constitute "derivative securities," as defined  by
the  Commission in Rule 16a-1(c) promulgated pursuant to  Section
16(b)  of  the  Exchange  Act.  In general,  the  acquisition  of
derivative  securities constitutes a "purchase" for  purposes  of
Section  16(b) of the Exchange Act.  Section 16(b) provides  that
profits  realized  by officer or director Participants  from  the
purchase and sale of Common Stock within a period of less than  6
months  will inure to and be recoverable by the Company.  Because
the Plan is designed to comply with the requirements of Rule 16b-
3,  however, the grant of Options is exempt under Section  16(b).
The acquisition of shares of Common Stock upon the exercise of an
Option does not constitute a purchase under Section 16(b).

      In  general,  the  disposition of shares  of  Common  Stock
acquired  pursuant  to exercise of an Option  will  constitute  a
"sale"  under  Section 16(b).  In the event  that  shares  to  be
acquired  are  used  to  pay the exercise  price,  however,  that
disposition will be exempt.

Corporate Event

     Upon the occurrence of a "Corporate Event" as defined in the
Plan,  all Nonqualified Stock Options and Incentive Stock Options
will   automatically   become  fully   vested   and   immediately
exercisable  without the requirement of any further  act  by  the
Company  or  the  Participant.  For the definition  of  Corporate
Event  and  for  a more complete description of the  effect,  see
Article IX of the Plan.

Change of Control and Acquisition Date

     Awards granted under the Plan to any Participant may, in the
discretion of the Committee, provide in the Award Agreement  that
the  Awards  will  become immediately vested,  fully  earned  and
exercisable  upon the Acquisition Date or the Change  of  Control
Date  as  those  terms are defined in Sections  2.1  and  2.6  of
Article II of the Plan.

Award Agreement

      At the time an Option is granted to a Participant, an Award
Agreement   will  be  entered  into  by  the  Company   and   the
Participant.   The  Award Agreement will set  forth  the  maximum
number  of shares of Common Stock which may be purchased  by  the
Participant and the exercise price.  The Committee has discretion
in  determining  the terms, restrictions and conditions  of  each
Option,  which terms, restrictions and conditions may or may  not
be  the  same in each case.  No Participant has any rights  as  a
shareholder with respect to any shares of Common Stock subject to
an  Option prior to the purchase or acquisition of such shares by
exercise  of  the Option.  The Award Agreement does not  obligate
the Participant to exercise any Options.

Participants

      At this time the Company is not able to determine who among
the  Eligible Employees may be selected to receive Options  under
the  Plan or the number of shares of the Company's Common  Stock,
or  which Options may be granted to any particular employee.   It
is  expected, however, that these determinations will be made  on
the  basis  of  the employee's responsibilities and  present  and
potential  contribution  to  the  success  of  the  Company,  its
Subsidiaries,  and  Affiliated Entities.   Among  those  who  may
qualify  as  recipients  of  the Nonqualified  Stock  Options  or
Incentive Stock Options will be officers of the Company and other
key management and key professional employees of the Company, its
Subsidiaries  and Affiliated Entities.  The total current  number
of Eligible Employees is 383 as of March 1, 1998.

      The  number of Nonemployee Directors is eight (8).  No more
than 3,000 shares may be awarded to each such director each year,
and  such  award  may be made only on the date of  the  Company's
Annual Meeting of Shareholders.

Adjustments

      The  total  number of shares of the Company's Common  Stock
which  may  be purchased under the Plan and the number of  shares
subject  to  outstanding Options and the related exercise  prices
will  be  adjusted  in the case of changes in  capital  structure
resulting    from    merger,   consolidation,   reclassification,
recapitalization,   stock  split,  stock  dividend   or   similar
transaction.

Termination and Amendment

      The  Plan  terminates as of midnight, March 25,  2007,  but
prior to that date, it may be altered, changed, modified, amended
or  terminated  by written amendment approved  by  the  Board  of
Directors.    The  Plan  may  also  be  modified,  suspended   or
discontinued  by the Committee prior to that date.   However,  no
action  of the Board of Directors or that Committee may,  without
the  approval of the shareholders, increase the total  amount  of
Common  Stock which may be purchased under Options granted  under
the  Plan  or amend or alter the exercise price to less than  the
Fair   Market  Value  on  the  Date  of  Grant.   No   amendment,
modification  or  termination of the Plan  shall  in  any  manner
adversely  affect any Option theretofore granted under  the  Plan
without the consent of the Participant.

National Income Tax Consequences

     a.        United States.  Under current federal tax law, the
following are the federal tax consequences generally arising with
respect  to Awards under the Plan.  A Participant who is  granted
an Incentive Stock Option does not realize regular taxable income
at  the time of the grant or at the time of exercise, but only at
the  time  of  disposition of the shares.  The Participant  does,
however,  realize alternative minimum taxable income at the  time
of  exercise  equal to the difference between the exercise  price
and  the market value of the shares on the date of exercise.  The
Company is not entitled to any deduction at the time of grant  or
at  the  time  of exercise. However, if the Participant  makes  a
disposition of the shares acquired pursuant to an Incentive Stock
Option  before the later of two years from the Date of  Grant  or
one  year  from the date the Option is exercised, the Company  is
entitled  to  a deduction equal to the ordinary gain included  in
the employee's compensation income.  If the Participant makes  no
disposition prior to such times, any gain or loss realized  on  a
subsequent disposition of the shares will be treated as a capital
gain  or  loss  to  the employee.  Under such circumstances,  the
Company  will not be entitled to any corresponding deduction  for
federal income tax purposes.

      The  Participant who is granted a Nonqualified Stock Option
does  not have taxable income at the time of grant, but does have
ordinary  taxable  income at the time of exercise  equal  to  the
difference  between  the exercise price of  the  shares  and  the
market  value of the shares on the date of exercise.  The Company
is entitled to a corresponding deduction for the same amount.

      b.    Canada.   Generally, an employee who  is  a  Canadian
citizen  will  be  deemed to have received income  by  virtue  of
employment in an amount equal to the difference between the value
of Shares when acquired and the Option price in the year in which
the Shares are acquired.  A deduction in respect of a portion  of
the  benefit required to be included in the employee's income may
be permitted in certain circumstances.  In effect, this deduction
gives  the  employee capital gains treatment in  respect  of  the
deemed benefit.

Resale of Option Shares; Insider Reporting

      The Company has not imposed any restrictions upon resale of
shares purchased upon exercise of Options.  An "affiliate" of the
Company  (as defined in the rules of the Securities and  Exchange
Act) who wishes to make a public offer or sale of the shares must
do  so  in compliance with Rule 144 under the Securities  Act  of
1933, unless the affiliate's securities are included in a current
registration statement on an appropriate form.  The definition of
"affiliate" contained in the rules of the Securities and Exchange
Commission  is  very  broad and includes  all  directors  of  the
Company.   Participants  should  consult  the  Secretary  of  the
Company and their legal advisors prior to the sale of any  shares
purchased pursuant to an Option for advice as to compliance  with
applicable legal requirements.
     Each director and officer of the Company and each person who
beneficially  owns more than 10% of any class  of  the  Company's
stock  is required by Section 16(a) of the Exchange Act  to  file
with  the Commission an Initial Statement of Beneficial Ownership
of  Stock  on Form 3 and to report certain changes in  beneficial
ownership  of the stock on Form 4 within 10 days after the  close
of  the calendar month in which such change occurs.  Such persons
are  also  required to report annually, within 45 days after  the
Company's  fiscal  year  end, on Form 5, transactions  which  are
exempt from Section 16(b) liability, including grants of Options,
as  well  as  any  transaction during the Company's  most  recent
fiscal year which should have been, but was not, reported on Form
3  or Form 4.  Generally, the grant of an Option is reportable on
Form 5 (so long as the Common Stock acquired upon exercise is not
sold until 6 months have elapsed from the date of grant), and the
exercise of an Option is reportable on the next Form 4 or Form  5
due.   The  sale  of  stock acquired pursuant  to  an  Option  is
reportable on Form 4 by the tenth day of the month following  the
sale.

Incorporation of Certain Documents by Reference

      The  Company is subject to the information requirements  of
the  Securities  and Exchange Act of 1934, as amended  ("Exchange
Act").   In  accordance therewith, the Company files reports  and
other  information  with the Securities and  Exchange  Commission
("Commission").  The following documents which have been filed by
the  Company  with  the Commission pursuant to the  Exchange  Act
(File No. 1-10067), are incorporated by reference herein:

      (a)  Annual Report on Form 10-K for the year ended December
31, 1997;
          (b)  Current Report on Form 8-K dated January 20, 1998;
          (c)  Current Report on Form 8-K dated January 26, 1998;
          and
          (d)    Description  of  the  Company's   Common   Stock
          contained  in its Registration Statement  on  Form  8-B
          filed on June 7, 1995.

      All  reports  hereafter filed by the  Company  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  of  the  shares of Common Stock covered by the  registration
statement  relating  to  the  Plan  have  been  sold   or   which
deregisters  all  such  shares then remaining  unsold,  shall  be
deemed  to be incorporated herein by reference and to be  a  part
hereof from the date of filing of such documents.

      The  Company will deliver or cause to be delivered to  each
Participant to whom this document is sent or given a copy of  the
Company's  annual  report to stockholders for its  latest  fiscal
year, unless such employee otherwise has received a copy of  such
report,  in which case the Company will promptly furnish, without
charge,  a  copy  of  such  report  on  written  request  of  the
Participant.

      The  Company will provide without charge to any Participant
to  whom  a  copy of this document is delivered, upon written  or
oral  request  of any such person, a copy of any or  all  of  the
information  described  above  which  has  been  incorporated  by
reference  herein,  other than exhibits  thereto.   Requests  for
copies  should  be  directed to the Company's  secretary,  Marian
Moon, Devon Energy Corporation, 20 North Broadway, Oklahoma City,
Oklahoma 73102, telephone (405) 235-3611.

                           EXHIBIT A

                    DEVON ENERGY CORPORATION

                     1997 STOCK OPTION PLAN

                    DEVON ENERGY CORPORATION
                     1997 STOCK OPTION PLAN

                       Table of Contents
                                                              Page

ARTICLE I    PURPOSE                                           A-1
             Section 1.1  Purpose                              A-1
             Section 1.2  Establishment                        A-1
             Section 1.3  Shares Subject to the Plan           A-1
             Section 1.4  Shareholder Approval                 A-1

ARTICLE II   DEFINITIONS                                       A-1

ARTICLE III  ADMINISTRATION                                    A-4
             Section 3.1  Administration by Committee          A-4
             Section 3.2  Committee to Make Rules  
               and Interpret Plan                              A-5

ARTICLE IV   GRANT OF AWARDS                                   A-5
             Section 4.1  Committee to Grant Awards            A-5

ARTICLE V    ELIGIBILITY                                       A-5

ARTICLE VI   STOCK OPTIONS                                     A-6
             Section 6.1  Grant of Options                     A-6
             Section 6.2  Conditions of Options                A-6
             Section 6.3  Options Not Qualifying as
               Incentive Stock Options                         A-7

ARTICLE VII  STOCK ADJUSTMENTS                                 A-8

ARTICLE VIII GENERAL                                           A-8
             Section 8.1  Amendment or Termination of Plan     A-8
             Section 8.2  Acceleration of Otherwise 
               Unexercisable Stock Options on Death,
               Disability or Other Special Circumstances       A-8
             Section 8.3  Non-Transferability of Options       A-9
             Section 8.4  Withholding Taxes                    A-9
             Section 8.5  Amendments to Awards                 A-9
             Section 8.6  Securities Laws                      A-9
             Section 8.7  Change of Control                    A-9
             Section 8.8  No Right to Continued Employment     A-9
             Section 8.9  Reliance on Reports                  A-9
             Section 8.10 Construction                         A-10
             Section 8.11 Incentive Stock Options and
               Nonqualified Stock Options Granted Separately   A-10
             Section 8.12  Governing Law                       A-10

ARTICLE IX   ACCELERATION OF OPTIONS UPON  CORPORATE
             EVENT                                             A-10

                           ARTICLE I

                            PURPOSE

       Section  1.1     Purpose.   This  Stock  Option  Plan   is
established  by Devon Energy Corporation, an Oklahoma corporation
(the  "Company")  to  create incentives  which  are  designed  to
motivate  Participants  to put forth maximum  effort  toward  the
success  and growth of the Company and to enable the  Company  to
attract and retain experienced individuals who by their position,
ability and diligence are able to make important contributions to
the   Company's  success.   Toward  these  objectives,  the  Plan
provides for the granting of Options to Participants on the terms
and subject to the conditions set forth in the Plan.

      Section 1.2    Establishment.  The Plan is effective as  of
March 26, 1997, and for a period of 10 years from such date.  The
Plan  will terminate on March 25, 2007, however; it will continue
in effect until all matters relating to the payment of Awards and
administration of the Plan have been settled.

      Section  1.3     Shares Subject to the  Plan.   Subject  to
Articles  IV, VII and VIII of this Plan, shares of stock  covered
by Options shall consist of 2,000,000 shares of Common Stock.

      Section  1.4     Shareholder Approval.  The Plan  shall  be
approved  by the holders of a majority of the outstanding  shares
of  Common Stock present, or represented, and entitled to vote at
a  meeting  called for such purposes, which approval  must  occur
within the period ending twelve months after the date the Plan is
adopted by the Board.  Pending such approval by the shareholders,
Awards under the Plan may be granted to Participants, but no such
Awards  may  be exercised or paid prior to receipt of shareholder
approval.   In  the event shareholder approval  is  not  obtained
within such twelve-month period, all such Awards shall be void.

                           ARTICLE II

                          DEFINITIONS

      Section  2.1    "Acquisition Date" means the date on  which
the  Company completes the acquisition of oil and gas properties,
or  assets, or a business entity owning such properties or assets
under  an  acquisition  contract ("Acquisition  Contract")  which
results  in  a  20%  or more increase in the total  oil  and  gas
reserves or total assets of the Company.

                (i)   For  purposes  of determining  if  the  20%
increase in total oil and gas reserves has occurred, the  acquisi
tion  must result in a 20% or more increase in the total oil  and
gas  reserves  of  the  Company when compared  to  the  Company's
pre-acquisition reserves.  The Company's pre-acquisition reserves
will be the estimated reserve volumes expressed in barrels of oil
equivalent  contained in the most recent annual report,  adjusted
to  the  Acquisition  Date for subsequent  production,  drilling,
purchases   and  sales  of  reserves  (other  than  the   subject
acquisition).   In each instance, 6 Mcf of natural  gas  will  be
equal to one barrel of oil.

                (ii)   For purposes of determining if the 20%  or
more  increase  in the total assets of the Company has  occurred,
the  gross purchase or acquisition price paid (including any debt
or  other  liabilities assumed) for the assets  or  the  business
entity  owning the assets (as determined pursuant  to  the  final
Acquisition Contract) must equal 20% or more of the  sum  of  (1)
Total  Liabilities and Stockholders' Equity minus (2)  the  Total
Stockholders'  Equity  and  Devon  Financing  Trust   Convertible
Preferred  Securities plus (3) the market value of the  Company's
outstanding common and preferred stock and Devon Financing  Trust
Convertible  Preferred Securities (the "Market  Capitalization").
For  the  purpose  of  this determination,  the  foregoing  items
included  in (1) and (2) above shall be based upon the  Company's
consolidated financial statement as of the last day of the  month
immediately  preceding  the  month  in  which  such  purchase  or
acquisition  occurs;  and,  for the purpose  of  determining  the
Market  Capitalization,  the  Company's  outstanding  common  and
preferred  stock and Devon Financing Trust Convertible  Preferred
Securities shall be valued at the weighted average closing  price
of  such securities for the ten trading days preceding the public
announcement  of  the  execution of  the  definitive  Acquisition
Contract.

      Section 2.2    "Affiliated Entity" means any partnership or
limited liability company, a majority of the partnership or other
similar  interest  thereof is owned or  controlled,  directly  or
indirectly, by the Company or one or more of its Subsidiaries  or
Affiliated  Entities  or  a combination  thereof.   For  purposes
hereof, the Company, a Subsidiary or an Affiliate Entity shall be
deemed to have a majority ownership interest in a partnership  or
limited  liability  company if the Company,  such  Subsidiary  or
Affiliated Entity shall be allocated a majority of partnership or
limited  liability company gains or losses or shall be or control
the managing director or a general partner of such partnership or
limited liability company.

      Section 2.3    "Award" means, any Option granted under  the
Plan  to  a Participant by the Committee pursuant to such  terms,
conditions,  restrictions, and/or limitations,  if  any,  as  the
Committee may establish by the Award Agreement or otherwise.

       Section   2.4     "Award  Agreement"  means  any   written
instrument  that establishes the terms, conditions, restrictions,
and/or  limitations applicable to an Award in addition  to  those
established by this Plan and by the Committee's exercise  of  its
administrative powers.

      Section 2.5   "Board" means the Board of Directors  of  the
Company.

      Section  2.6  "Change of Control Date" means  the  date  on
which one of the following events occurs:

          (a)  The acquisition by any individual, entity or group
(within  the  meaning  of Section 13(d)(3)  or  14(d)(2)  of  the
Exchange  Act) (a "Person") of beneficial ownership  (within  the
meaning of Rule 13d-3 promulgated under the Exchange Act) of  30%
or more of either (i) the then outstanding shares of common stock
of  the Company (the "Outstanding Company Common Stock") or  (ii)
the   combined  voting  power  of  the  then  outstanding  voting
securities  of  the  Company entitled to vote  generally  in  the
election   of   directors   (the  "Outstanding   Company   Voting
Securities"); provided, however, that the following  acquisitions
shall  not  constitute a Change of Control:  (i) any  acquisition
directly  from the Company, (ii) any acquisition by the  Company;
(iii)  any  acquisition by any employee benefit plan (or  related
trust)  sponsored or maintained by the Company or any corporation
controlled  by  the  Company,  or (iv)  any  acquisition  by  any
corporation pursuant to a transaction which complies with clauses
(i), (ii), and (iii) of subsection (c) below; or

          (b)  Individuals who, as of the date hereof, constitute
the  Board  (the  "Incumbent Board")  cease  for  any  reason  to
constitute  at least a majority of the Board; provided,  however,
that  any  individual becoming a director subsequent to the  date
hereof whose election, appointment or nomination for election  by
the  Company's shareholders was approved by a vote of at least  a
majority  of  the  directors then comprising the Incumbent  Board
shall  be  considered as though such individual were a member  of
the   Incumbent  Board,  but  excluding,  for  purposes  of  this
definition,  any  such  individual whose  initial  assumption  of
office  occurs  as  a result of an actual or threatened  election
contest  with respect to the election or removal of directors  or
other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or

           (c)  Approval by the shareholders of the Company of  a
reorganization,  share  exchange,  merger  or  consolidation   (a
"Business  Combination"), in each case,  unless,  following  such
Business  Combination, (i) all or substantially all of  the  indi
viduals   and   entities   who  were   the   beneficial   owners,
respectively,  of  the  Outstanding  Company  Common  Stock   and
Outstanding Company Voting Securities immediately prior  to  such
Business  Combination beneficially own, directly  or  indirectly,
more  than  50% of, respectively, the then outstanding shares  of
common   stock  and  the  combined  voting  power  of  the   then
outstanding voting securities entitled to vote generally  in  the
election  of  directors, as the case may be, of  the  corporation
resulting  from  such  Business Combination  (including,  without
limitation,  a corporation which as a result of such  transaction
owns   the   Company   through  one  or  more  subsidiaries)   in
substantially   the   same  proportions   as   their   ownership,
immediately prior to such Business Combination of the Outstanding
Company  Common Stock and Outstanding Company Voting  Securities,
as  the  case  may  be,  (ii) no Person (excluding  any  employee
benefit   plan  (or  related  trust)  of  the  Company  or   such
corporation    resulting   from   such   Business    Combination)
beneficially  owns,  directly  or indirectly,  30%  or  more  of,
respectively, the then outstanding shares of common stock of  the
corporation  resulting  from  such Business  Combination  or  the
combined  voting power of the then outstanding voting  securities
of  such  corporation  except to the extent that  such  ownership
existed  prior to the Business Combination, and (iii) at least  a
majority  of  the  members  of the  board  of  directors  of  the
corporation resulting from such Business Combination were members
of  the  Incumbent  Board at the time of  the  execution  of  the
initial  agreement,  or  of the action  of  the  Incumbent  Board
providing  for  such  Business  Combination,  or  were   elected,
appointed or nominated by the Incumbent Board; or

          (d)  Approval by the shareholders of the Company of (i)
a complete liquidation or dissolution of the Company or, (ii) the
sale  or  other disposition of all or substantially  all  of  the
assets  of the Company, other than to a corporation with  respect
to  which following such sale or other disposition, (A) more than
50% of, respectively, the then outstanding shares of common stock
of  such  corporation and the combined voting power of  the  then
outstanding  voting  securities of such corporation  entitled  to
vote  generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals  and entities who were the beneficial owners,  respec
tively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other
disposition  in substantially the same proportion as their  owner
ship, immediately prior to such sale or other disposition, of the
Outstanding  Company Common Stock and Outstanding Company  Voting
Securities,  as  the  case  may  be,  (B)  less  than   30%   of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting  securities of such corporation entitled to vote generally
in the election of directors is then beneficially owned, directly
or indirectly, by any Person (excluding any employee benefit plan
(or related trust) of the Company or such corporation), except to
the  extent that such Person owned 30% or more of the Outstanding
Company  Common  Stock or Outstanding Company  Voting  Securities
prior to the sale or disposition, and (C) at least a majority  of
the  members  of the board of directors of such corporation  were
members  of  the Incumbent Board at the time of the execution  of
the  initial  agreement, or of the action of the Incumbent  Board
providing  for  such sale or other disposition of assets  of  the
Company, or were elected, appointed or nominated by the Incumbent
Board.

      Section  2.7    "Code" means the Internal Revenue  Code  of
1986,  as amended.  Reference in the Plan to any Section  of  the
Code  shall  be  deemed  to include any amendments  or  successor
provisions  to  such  Section  and  any  regulations  under  such
Section.

      Section 2.8    "Committee" means the Compensation and Stock
Option Committee of the Board, or such other committee designated
by the Board, authorized to administer the Plan under Article III
hereof consisting of not less than two "Nonemployee Directors" as
that term is defined in Rule 16b-3 promulgated under the Exchange
Act.

      Section  2.9    "Common Stock" means the common stock,  par
value  $.10  per  share, of the Company, and after  substitution,
such other stock as shall be substituted therefor as provided  in
Article VII.

      Section 2.10   "Date of Grant" means the date on which  the
granting of an Award is authorized by the Committee or such later
date as may be specified by the Committee in such authorization.

     Section 2.11   "Disability" shall have the meaning set forth
in Section 22(e)(3) of the Code.

     Section 2.12   "Eligible Employee" means any employee of the
Company, a Subsidiary or an Affiliated Entity.

      Section 2.13   "Exchange Act" means the Securities Exchange
Act of 1934, as amended.

      Section  2.14   "Fair Market Value" means (A)  during  such
time  as  the  Common  Stock is listed upon  the  American  Stock
Exchange  or  other exchanges or the Nasdaq/National Market,  the
closing  price  of  the Common Stock on such  stock  exchange  or
exchanges or the Nasdaq/National Market on the day for which such
value  is  to  be determined, or if no sale of the  Common  Stock
shall  have  been  made  on  any  such  stock  exchange  or   the
Nasdaq/National  Market that day, on the next  preceding  day  on
which  there  was a sale of such Common Stock or (B)  during  any
such  time  as the Common Stock is not listed upon an established
stock  exchange or the Nasdaq/National Market, the  mean  between
dealer "bid" and "ask" prices of the Common Stock in the over-the-
counter  market  on  the  day  for which  such  value  is  to  be
determined, as reported by the National Association of Securities
Dealers,  Inc.  or (C) during any such time as the  Common  Stock
cannot  be  valued pursuant to (A) or (B) above, the fair  market
value  shall  be  as  determined by  the  Board  considering  all
relevant information including, by example and not by limitation,
the services of an independent appraiser.

      Section  2.15    "Incentive Stock Option" means  an  Option
within the meaning of Section 422 of the Code.

      Section 2.16   "Nonemployee Director" means any person  who
is a member of the Board, and who is not an Eligible Employee.

      Section 2.17   "Nonqualified Stock Option" means an  Option
which is not an Incentive Stock Option.

     Section 2.18   "Option" means an Award granted under Article
VI  of  the  Plan  and  includes both Non-qualified  Options  and
Incentive Stock Options to purchase shares of Common Stock.

     Section 2.19   "Participant" means a Nonemployee Director or
an  Eligible  Employee to whom an Award under the Plan  has  been
granted by the Committee.

      Section  2.20   "Plan" means Devon Energy Corporation  1997
Stock Option Plan.

      Section 2.21   "Subsidiary" shall have the same meaning set
forth in Section 424 of the Code.

                          ARTICLE III

                         ADMINISTRATION

      Section  3.1    Administration by Committee.  The Committee
shall administer the Plan.  Unless otherwise provided in the  by-
laws  of the Company or the resolutions adopted from time to time
by  the Board establishing the Committee, the Board may from time
to  time  remove members from, or add members to, the  Committee.
Vacancies  on the Committee, however caused, shall be  filled  by
the  Board.   However, at all times the Committee  members  shall
meet  the definition of "Nonemployee Director" as defined in Rule
16b-3  promulgated under the Exchange Act.  The  Committee  shall
hold  meetings at such times and places as it may  determine.   A
majority of the Committee shall constitute a quorum, and the acts
of  a  majority of the members present at any meeting at which  a
quorum is present or acts reduced to or approved in writing by  a
majority of the members of the Committee shall be the valid  acts
of the Committee.

      Subject to the provisions of the Plan, the Committee  shall
have exclusive power to:

          (a) Select the Participants to be granted Awards.

           (b)  Determine the time or times when Awards  will  be
made.

           (c)  Determine  the  form  of  an  Award,  whether  an
Incentive  Stock Option or Nonqualified Stock Option, the  number
of  shares  of Common Stock subject to the Award, all the  terms,
conditions  (including  performance  requirements),  restrictions
and/or  limitations, if any, of an Award, including the time  and
conditions  of exercise or vesting, and the terms  of  any  Award
Agreement,  which  may include the waiver or amendment  of  prior
terms  and conditions or acceleration or early vesting or payment
of  an  Award  under  certain  circumstances  determined  by  the
Committee.

           (d) Determine whether Awards will be granted singly or
in combination.

           (e) Accelerate the vesting, exercise or payment of  an
Award  or the performance period of an Award when such action  or
actions would be in the best interest of the Company.

          (f) Take any and all other action it deems necessary or
advisable for the proper operation or administration of the Plan.

      Section 3.2    Committee to Make Rules and Interpret  Plan.
The  Committee  in its sole discretion shall have the  authority,
subject  to the provisions and the general purpose and intent  of
the  Plan, to (i) modify the requirements of the Plan to  conform
with the law or to meet special circumstances not anticipated  or
covered by the Plan; (ii) suspend or discontinue the Plan;  (iii)
establish, adopt, or revise rules and regulations; and (iv)  make
all  such  determinations relating to the Plan  as  it  may  deem
necessary  or advisable for the administration of the Plan.   The
Committee's  interpretation of the Plan  or  any  Awards  granted
pursuant  thereto  and  all decisions and determinations  by  the
Committee  with respect to the Plan shall be final, binding,  and
conclusive on all parties.

                           ARTICLE IV

                        GRANT OF AWARDS

      Section  4.1     Committee to Grant Awards.  The  Committee
may, from time to time, grant Awards to one or more Participants,
provided, however, that:

           (a)  Subject to Article VII, the aggregate  number  of
shares  of  Common  Stock made subject to the Award  (i)  to  any
Eligible Employee who is a Participant in any year may not exceed
50,000 and (ii) to any Nonemployee Director may not exceed  3,000
in  any  year.  The grant of an Award to any Nonemployee Director
will only be made on the date of the Company's annual shareholder
meeting and immediately after the occurrence of such meeting.

           (b) Any shares of Common Stock related to Awards which
terminate  by  expiration, forfeiture, cancellation or  otherwise
without the issuance of shares of Common Stock shall be available
again for grant under the Plan.

           (c)  Common  Stock  delivered by  the  Company  issued
pursuant  to  an  Award  under the Plan  may  be  authorized  and
unissued Common Stock or Common Stock held in the treasury of the
Company  or  may be purchased on the open market  or  by  private
purchase.

           (d) Separate certificates representing Common Stock to
be  delivered  to a Participant upon the exercise of  any  Option
will be issued to such Participant.

                           ARTICLE V

                          ELIGIBILITY

      Subject to the provisions of the Plan, the Committee shall,
from  time  to  time, select from the Nonemployee  Directors  and
Eligible  Employees  those to whom Awards shall  be  granted  and
shall  determine the type or types of Awards to be made and shall
establish  in the related Award Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Awards
in addition to those set forth in the Plan and the administrative
rules and regulations issued by the Committee.

                           ARTICLE VI

                         STOCK OPTIONS

      Section  6.1    Grant of Options.  The Committee may,  from
time  to  time,  subject to the provisions of the Plan  and  such
other terms and conditions as it may determine, grant Options  to
Participants.   These Options may be Incentive Stock  Options  or
Nonqualified Stock Options, or a combination of both.  Each grant
of an Option shall be evidenced by an Award Agreement executed by
the Company and the Participant, and shall contain such terms and
conditions and be in such form as the Committee may from time  to
time approve, subject to the requirements of Section 6.2.

      Section  6.2     Conditions  of Options.   Each  Option  so
granted shall be subject to the following conditions:

           (a)  Exercise  Price.  As limited  by  Section  6.2(e)
below, each Option shall state the exercise price which shall  be
set by the Committee at the Date of Grant; provided, however,  no
Option  shall be granted at an exercise price which is less  than
the Fair Market Value of the Common Stock on the Date of Grant.

           (b)  Form of Payment.  The exercise price of an Option
may  be  paid (i) in cash or by check, bank draft or money  order
payable to the order of the Company; (ii) by delivering shares of
Common  Stock or other equity securities of the Company having  a
Fair  Market Value on the date of payment equal to the amount  of
the  exercise price; (iii) by directing the Company  to  withhold
from  the  shares  of  Common  Stock  to  be  delivered  to   the
Participant  upon exercise of the Option, shares of Common  Stock
with  a  Fair  Market Value on the date of payment equal  to  the
amount  of  the  exercise price; or (iv)  a  combination  of  the
foregoing.   In  addition to the foregoing,  any  Option  granted
under  the  Plan  may be exercised by a broker-dealer  acting  on
behalf  of  a  Participant if (A) the broker-dealer has  received
from  the  Participant  or the Company a  notice  evidencing  the
exercise   of  such  Option  and  instructions  signed   by   the
Participant  requesting  the Company to  deliver  the  shares  of
Common  Stock  subject  to such Option to  the  broker-dealer  on
behalf  of the Participant and specifying the account into  which
such  shares should be deposited, (B) adequate provision has been
made  with  respect to the payment of any withholding  taxes  due
upon  such exercise or, in the case of an Incentive Stock Option,
upon the premature disposition of such shares and (C) the broker-
dealer  and the Participant have otherwise complied with  Section
220.3(e)(4)  of Regulation T, 12 CFR, Part 220 and any  successor
rules and regulations applicable to such exercise.

           (c)  Exercise of Options.  Options granted  under  the
Plan  shall be exercisable, in whole or in such installments  and
at  such  times,  and  shall expire at such  time,  as  shall  be
provided by the Committee in the Award Agreement.  Exercise of an
Option  shall  be  by  written notice  stating  the  election  to
exercise  in  the  form and manner determined by  the  Committee.
Every  share of Common Stock acquired through the exercise of  an
Option  shall be deemed to be fully paid at the time of  exercise
and payment of the exercise price.

          (d) Other Terms and Conditions.  Among other conditions
that may be imposed by the Committee, if deemed appropriate,  are
those relating to (i) the period or periods and the conditions of
exercisability  of  any Option; (ii) the minimum  periods  during
which   Participants  must  be  employed  by  the  Company,   its
Subsidiaries or an Affiliated Entity, or must hold Options before
they  may  be  exercised; (iii) the minimum periods during  which
shares  acquired  upon  exercise must  be  held  before  sale  or
transfer  shall  be permitted; (iv) conditions under  which  such
Options or shares may be subject to forfeiture; (v) the frequency
of  exercise or the minimum or maximum number of shares that  may
be  acquired  at  any  one time and (vi) the achievement  by  the
Company of specified performance criteria.

           (e)  Special Restrictions Relating to Incentive  Stock
Options.   Options issued in the form of Incentive Stock  Options
shall  not  be  granted to Directors who are  not  also  Eligible
Employees  of the Company or a Subsidiary and shall, in  addition
to   being   subject   to  all  applicable   terms,   conditions,
restrictions and/or limitations established under the Plan or  by
the Committee, comply with the requirements of Section 422 of the
Code  (or  any  successor  Section thereto),  including,  without
limitation,  the  requirement  that  the  exercise  price  of  an
Incentive  Stock Option not be less than 100% of the Fair  Market
Value  of  the Common Stock on the Date of Grant, the requirement
that  each  Incentive  Stock  Option,  unless  sooner  exercised,
terminated or cancelled, expire no later than 10 years  from  its
Date of Grant, and the requirement that the aggregate Fair Market
Value (determined on the Date of Grant) of the Common Stock  with
respect to which Incentive Stock Options are exercisable for  the
first time by a Participant during any calendar year (under  this
Plan  or  any  other  plan  of the Company,  its  parent  or  any
Subsidiary)  not exceed $100,000.  Incentive Stock Options  which
are  in  excess  of  the applicable $100,000 limitation  will  be
automatically  recharacterized as Nonqualified Stock  Options  as
provided  under  Section 6.3 of this Plan.   No  Incentive  Stock
Options shall be granted to any Eligible Employee if, immediately
before  the  grant  of an Incentive Stock Option,  such  Eligible
Employee owns more than 10% of the total combined voting power of
all  classes  of  stock  of the Company or its  Subsidiaries  (as
determined  in  accordance  with  the  stock  attribution   rules
contained in Sections 422 and 424(d) of the Code).  Provided, the
preceding  sentence shall not apply if, at the time the Incentive
Stock  Option is granted, the exercise price is at least 110%  of
the  Fair  Market  Value  of  the Common  Stock  subject  to  the
Incentive  Stock Option, and such Incentive Stock Option  by  its
terms  is exercisable no more than five years from the date  such
Incentive Stock Option is granted.

           (f)  Application of Funds.  The cash proceeds received
by  the Company from the sale of Common Stock pursuant to Options
will be used for general corporate purposes.  Shares received  by
the  Company  in  lieu  of cash payment  will  be  considered  as
treasury stock and may be retired at the Company's discretion.

           (g)  Shareholder Rights.  No Participant shall have  a
right  as a shareholder with respect to any share of Common Stock
subject  to an Option prior to purchase of such shares of  Common
Stock by exercise of the Option.

      Section  6.3     Options Not Qualifying as Incentive  Stock
Options.   With  respect  to all or any  portion  of  any  Option
granted  under  this Plan not qualifying as an  "incentive  stock
option"  under  Section 422 of the Code,  such  Option  shall  be
considered as a Nonqualified Stock Option granted under this Plan
for  all  purposes.  Further, this Plan and any  Incentive  Stock
Options granted hereunder shall be deemed to have incorporated by
reference all the provisions and requirements of Section  422  of
the  Code (and the Treasury Regulations issued thereunder)  which
are  required to provide that all Incentive Stock Options granted
hereunder shall be "incentive stock options" described in Section
422  of  the Code.  Further, in the event that (a) the  Committee
grants  Incentive Stock Options under this Plan to a Participant,
and,  (b)  the applicable limitation contained in Section  6.2(e)
herein  is exceeded, then, such Incentive Stock Options in excess
of such limitation shall be treated as Nonqualified Stock Options
under  this  Plan  subject to the terms  and  provisions  of  the
applicable  Award  Agreement, except to the  extent  modified  to
reflect  recharacterization  of the Incentive  Stock  Options  as
Nonqualified Stock Options.

                          ARTICLE VII

                       STOCK ADJUSTMENTS

      In  the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for  a  different
number  or  kind  of shares of stock or other securities  of  the
Company  or of another corporation (whether by reason of  merger,
consolidation, recapitalization, reclassification,  stock  split,
combination  of  shares or otherwise), or if the number  of  such
shares of Common Stock shall be increased through the payment  of
a  stock dividend, or a dividend on the shares of Common Stock or
rights or warrants to purchase securities of the Company shall be
made,  then there shall be substituted for or added to each share
available  under and subject to the Plan as provided  in  Section
1.3 hereof, and each share theretofore appropriated or thereafter
subject  or which may become subject to Options under  the  Plan,
the  number and kind of shares of stock or other securities  into
which  each outstanding share of Common Stock shall be so changed
or  for which each such share shall be exchanged or to which each
such  share shall be entitled, as the case may be, on a fair  and
equivalent basis in accordance with the applicable provisions  of
Section  424  of  the Code; provided, however,  with  respect  to
Options,  in  no  such  event will such adjustment  result  in  a
modification  of any Option as defined in Section 424(h)  of  the
Code.  In the event there shall be any other change in the number
or  kind of the outstanding shares of Common Stock, or any  stock
or  other securities into which the Common Stock shall have  been
changed  or for which it shall have been exchanged, then  if  the
Committee  shall,  in  its sole discretion, determine  that  such
change  equitably requires an adjustment in the shares  available
under  and  subject  to  the Plan, or in  any  Award  theretofore
granted  or which may be granted under the Plan, such adjustments
shall be made in accordance with such determination, except  that
no  adjustment of the number of shares of Common Stock  available
under the Plan or to which any Award relates that would otherwise
be required shall be made unless and until such adjustment either
by  itself  or with other adjustments not previously  made  would
require  an increase or decrease of at least 1% in the number  of
shares  of Common Stock available under the Plan or to which  any
Award  relates immediately prior to the making of such adjustment
(the "Minimum Adjustment").  Any adjustment representing a change
of  less  than such minimum amount shall be carried  forward  and
made  as  soon as such adjustment together with other adjustments
required by this Article VII and not previously made would result
in  a  Minimum  Adjustment.  Notwithstanding the  foregoing,  any
adjustment required by this Article VII which otherwise would not
result  in  a  Minimum Adjustment shall be made with  respect  to
shares of Common Stock relating to any Award immediately prior to
exercise, payment or settlement of such Award.

      No  fractional  shares of Common Stock or  units  of  other
securities  shall be issued pursuant to any such adjustment,  and
any  fractions  resulting  from  any  such  adjustment  shall  be
eliminated in each case by rounding downward to the nearest whole
share.

                          ARTICLE VIII

                            GENERAL

      Section 8.1    Amendment or Termination of Plan.  The Board
may  suspend or terminate the Plan at any time.  In addition, the
Board  may, from time to time, amend the Plan in any manner,  but
may  not  without shareholder approval adopt any amendment  which
would  increase  the aggregate number of shares of  Common  Stock
available under the Plan (except by operation of Article VII)  or
decrease the exercise price to less than the Fair Market Value on
the Date of Grant, provided, that any amendment to the Plan shall
require  approval  of  the shareholders if,  in  the  opinion  of
counsel  to the Company, such approval is required by any Federal
or state law or any regulations or rules promulgated thereunder.

      Section  8.2     Acceleration  of  Otherwise  Unexercisable
Options  on  Death,  Disability or Other  Special  Circumstances.
The  Committee,  in  its  sole  discretion,  may  permit  (i)   a
Participant  who terminates employment due to a Disability,  (ii)
the  personal representative of a deceased Participant, or  (iii)
any   other  Participant  who  terminates  employment  upon   the
occurrence  of  special  circumstances  (as  determined  by   the
Committee)  to purchase all or any part of the shares subject  to
any  unvested Option on the date of the Participant's Disability,
death,  or as the Committee otherwise so determines. With respect
to  Options  which  have  already vested  at  the  date  of  such
termination  or  the  vesting  of which  is  accelerated  by  the
Committee  in  accordance  with  the  foregoing  provision,   the
Participant  or  the  personal  representative  of   a   deceased
Participant  shall automatically have the right to exercise  such
vested Options within three months of such date of termination of
employment  (or  such longer period as shall be provided  in  the
Award  Agreement)  or  one  year in the  case  of  a  Participant
suffering  a Disability or three years in the case of a  deceased
Participant; provided, however, in no event shall the  option  be
exercisable beyond the original expiration date of the Option.

      Section  8.3    Non-Transferability of Options.  Except  as
otherwise  herein  provided,  any Option  granted  shall  not  be
transferable  otherwise than by will or the laws of  descent  and
distribution,  and  the  Option  may  be  exercised,  during  the
lifetime of the Participant, only by him.  More particularly (but
without  limiting  the generality of the foregoing),  the  Option
shall  not  be assigned, transferred (except as provided  above),
pledged  or  hypothecated  in any way whatsoever,  shall  not  be
assignable  by  operation  of law and shall  not  be  subject  to
execution,   attachment,  or  similar  process.   Any   attempted
assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof shall be null and
void and without effect.

     Section 8.4    Withholding Taxes.  A Participant may pay the
amount  of taxes required by law upon the exercise or payment  of
an Award (i) in cash, (ii) by delivering to the Company shares of
Common  Stock having a Fair Market Value on the date  of  payment
equal  to the amount of such required withholding taxes, or (iii)
by  directing the Company to withhold from the shares  of  Common
Stock to be delivered to the Participant upon exercise or payment
of the Award shares of Common Stock having a Fair Market Value on
the  date  of  payment  equal  to the  amount  of  such  required
withholding taxes.

      Section 8.5    Amendments to Awards.  The Committee may  at
any  time amend the terms of any Award Agreement, whether or  not
presently  exercisable,  earned, paid or  vested,  to  accelerate
vesting of Awards.

      Section 8.6    Securities Laws.  The Company shall have  no
obligation  to issue or deliver certificates representing  shares
of Common Stock subject to Awards prior to:

          (a) the obtaining of any approval from, or satisfaction
of  any  waiting  period  or  other  condition  imposed  by,  any
governmental  agency  which  the Committee  shall,  in  its  sole
discretion, determine to be necessary or advisable; and

           (b)  the  completion  of  any  registration  or  other
qualification  of such shares under any state or Federal  law  or
ruling of any governmental body which the Committee shall, in its
sole discretion, determine to be necessary or advisable.

      Section 8.7    Change of Control.  Awards granted under the
Plan  to any Participant may, in the discretion of the Committee,
provide  that  such  Awards  shall be immediately  vested,  fully
earned and exercisable upon the Acquisition Date or the Change of
Control Date.

       Section   8.8      No   Right  to  Continued   Employment.
Participation in the Plan shall not give any Nonemployee Director
any  right to remain a Nonemployee Director of the Company or any
Eligible  Employee  any right to remain  in  the  employ  of  the
Company,  any Subsidiary or any Affiliated Entity.  The  adoption
of  this  Plan shall not be deemed to give any Director, Eligible
Employee  or any other individual any right to be selected  as  a
Participant or to be granted an Award.

      Section  8.9     Reliance on Reports.  Each member  of  the
Committee  and each member of the Board shall be fully  justified
in  relying or acting in good faith upon any report made  by  the
independent   public   accountants  of  the   Company   and   its
Subsidiaries   and  upon  any  other  information  furnished   in
connection  with  the Plan by any person or  persons  other  than
himself.  In no event shall any person who is or shall have  been
a  member  of  the Committee or of the Board be  liable  for  any
determination made or other action taken or any omission  to  act
in reliance upon any such report or information or for any action
taken,  including the furnishing of information,  or  failure  to
act, if in good faith.

      Section 8.10   Construction.  Masculine pronouns and  other
words of masculine gender shall refer to both men and women.  The
titles  and  headings of the sections in the  Plan  are  for  the
convenience of reference only, and in the event of any  conflict,
the  text of the Plan, rather than such titles or headings, shall
control.

      Section  8.11    Incentive Stock Options  and  Nonqualified
Stock  Options  Granted  Separately.   Since  the  Committee   is
authorized  to  grant  Nonqualified Stock Options  and  Incentive
Stock  Options  to  Participants, the grants  thereof  and  Award
Agreements  relating thereto will be made separately and  totally
independent  of each other.  Except as it relates  to  the  total
number of shares of Stock which may be issued under the Plan, the
grant  or  exercise of a Nonqualified Stock Option  shall  in  no
manner  affect  the  grant and exercise of  any  Incentive  Stock
Options.  Similarly, the grant and exercise of an Incentive Stock
Option  shall in no manner affect the grant and exercise  of  any
Nonqualified Stock Options.

     Section 8.12   Governing Law.  The Plan shall be governed by
and  construed  in  accordance with the  laws  of  the  State  of
Oklahoma except as superseded by applicable Federal law.

                           ARTICLE IX

          ACCELERATION OF OPTIONS UPON CORPORATE EVENT

      If  the Company shall, pursuant to action by the Board,  at
any  time  propose  to  dissolve  or  liquidate  or  merge  into,
consolidate   with,  or  sell  or  otherwise  transfer   all   or
substantially  all  of  its  assets to  another  corporation  and
provision  is not made pursuant to the terms of such  transaction
for  the  assumption  by  the surviving, resulting  or  acquiring
corporation  of outstanding Options under the Plan,  or  for  the
substitution of new options therefor, the Committee  shall  cause
written  notice of the proposed transaction to be given  to  each
Participant  no  less than forty days prior  to  the  anticipated
effective date of the proposed transaction, and his Option  shall
become 100% vested and, prior to a date specified in such notice,
which  shall  be not more than ten days prior to the  anticipated
effective  date  of  the proposed transaction,  each  Participant
shall  have the right to exercise his Option to purchase  any  or
all  of  the  Common  Stock then subject to  such  Option.   Each
Participant,  by  so notifying the Company in  writing,  may,  in
exercising his Option, condition such exercise upon, and  provide
that  such  exercise shall become effective at the time  of,  but
immediately  prior  to, the consummation of the  transaction,  in
which event such Participant need not make payment for the Common
Stock  to  be purchased upon exercise of such Option  until  five
days after written notice by the Company to such Participant that
the  transaction  has been consummated.  If  the  transaction  is
consummated, each Option, to the extent not previously  exercised
prior  to  the  date  specified in the  foregoing  notice,  shall
terminate  on  the effective date of such consummation.   If  the
transaction is abandoned, (i) any Common Stock not purchased upon
exercise  of  such  Option shall continue  to  be  available  for
purchase in accordance with the other provisions of the Plan  and
(ii)  to  the extent that any Option not exercised prior to  such
abandonment shall have vested solely by operation of this Article
IX,  such  vesting  shall  be deemed annulled,  and  the  vesting
schedule set forth in the Participant's Option Agreement shall be
reinstituted, as of the date of such abandonment.

                            PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

       The  registrant  incorporates  herein  by  reference   the
following  documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission");

     (a)  the registrant's latest annual report filed pursuant to
Sections  12(a) or 15(d) of the Securities Exchange Act of  1934,
as amended (the "Exchange Act");

      (b)   all other reports filed pursuant to Section 13(a)  or
15(d)  of  the  Exchange Act since the end  of  the  fiscal  year
covered by the annual report referenced to in (a) above; and

      (c)   the  description  of  the registrant's  common  stock
contained in its registration statement filed under the  Exchange
Act,  and  any  amendment  or report filed  for  the  purpose  of
updating such description.

      All  reports hereafter 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  of  the  shares of the registrant's common stock covered  by
this  registration statement have been sold or which  deregisters
all  such  shares then remaining unsold, shall be  deemed  to  be
incorporated herein by reference and to be a 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.

     None

Item 6.   Indemnification of Directors and Officers.

      Section 1031 of the Oklahoma General Corporation Act, under
which   Act  the  registrant  is  incorporated,  authorizes   the
indemnification   of   officers  and  directors   under   certain
circumstances.   Paragraph "Thirteenth"  of  the  Certificate  of
Incorporation of the registrant and Article VI of the  Bylaws  of
the registrant provide indemnification of directors, officers and
agents  under certain circumstances.  These circumstances may  be
sufficiently  broad  to  indemnify such persons  for  liabilities
under  the  Securities  Act  of 1933.   Article  "Ninth"  of  the
Company's  Articles of Incorporation limit the personal liability
of   directors   to   its   stockholders   except   for   certain
circumstances.  Liability under Federal Securities law is not one
of  the  circumstances  which  is  excepted.   In  addition,  the
registrant maintains insurance policies which insure its officers
and directors against certain liabilities.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

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

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

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

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

4.6           Form of Incentive Stock Option Award Agreement.

4.7            Form  of Nonqualified Stock Option Award Agreement
          for Employees.

4.8            Form  of Nonqualified Stock Option Award Agreement
          for Nonemployee Directors.

5              Opinion of Underwood,Wilson,Berry,Stein & Johnson,
          a Professional Corporation.

23.1          Consent of KPMG Peat Marwick LLP

23.2          Consent of LaRoche Petroleum Consultants, Ltd.

23.3      Consent of AMH Group, Ltd.

23.4           Consent of Underwood,Wilson,Berry,Stein & Johnson,
          a  Professional Corporation (included in Exhibit  5  of
          this Registration Statement).

24            Powers of Attorney

Item 9.   Undertakings.

     A.   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;

           (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;

          (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 (A)(1)(i) and (A)(1)(ii)
do not apply if 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
Securities  Exchange  Act  of  1934  that  are  incorporated   by
reference in the Registration Statement.

      (2)   That,  for the purposes of determining any  liability
under  the  Securities  Act  of 1933,  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.

      B.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  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.
                           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 the 25th day  of
March, 1998.

                              DEVON ENERGY CORPORATION

                         
                         By:  J. Larry Nichols, President
                              J. Larry Nichols, President and
                                   Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated on March 25, 1998.

John W. Nichols                          J. Larry Nichols
John W. Nichols,  Chairman  of           J. Larry Nichols, President, Chief
the Board and Director                   Executive Officer and Director

William T. Vaughn                        Danny J. Heatly
William T. Vaughn, Vice President        Danny J. Heatly, Controller
- Finance                                

Luke R. Corbett                          Thomas F. Ferguson 
Luke R. Corbett, Director                Thomas F. Ferguson, Director

David M. Gavrin                          Michael E. Gellert
David M. Gavrin, Director                Michael E. Gellert, Director

Tom J. McDaniel                          H. R. Sanders, Jr.
Tom J. McDaniel, Director                H. R. Sanders, Jr., Director

Lawrence H. Towell
Lawrence H. Towell, Director
'

                       Index to Exhibits

Exhibit
  No.                                                        Page

 4.6      Form of Incentive Stock Option Award Agreement

 4.7      Form of Nonqualified Stock Option Award Agreement
          for Employees

 4.8      Form of Nonqualified Stock Option Award Agreement for
          Nonemployee Directors

  5       Opinion and Consent of Underwood,Wilson,Berry,Stein  &
          Johnson, a Professional Corporation

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of LaRoche Petroleum Consultants, Ltd.

23.3      Consent of AMH Group, Ltd.

24        Powers of Attorney