As Filed with the Securities and Exchange Commission on March 10, 2000
                                           Registration No.  333-
-------------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


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


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

            DELAWARE                       73-1567067
(State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)          Identification No.)


                  20 NORTH BROADWAY, SUITE 1500
               OKLAHOMA CITY, OKLAHOMA  73102-8260
            (Address of principal executive offices)

              1985 CONDITIONAL STOCK AWARD PROGRAM
              1990 CONDITIONAL STOCK AWARD PROGRAM
              1993 CONDITIONAL STOCK AWARD PROGRAM
                    (Full title of the plan)

                        J. LARRY NICHOLS
              PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    DEVON ENERGY CORPORATION
                  20 NORTH BROADWAY, SUITE 1500
               OKLAHOMA CITY, OKLAHOMA  73102-8260
                         (405) 235-3611
  (Name, address and telephone number, including area code, of
                       agent for service)


                 CALCULATION OF REGISTRATION FEE

   Title of           Amount to        Proposed      Proposed    Amount of
 securities to            be            maximum       maximum    registration
 be registered        registered       offering      aggregate      fee(2)
                         (2)           price per     offering
                                         share         price
--------------        ----------       ---------     ---------   ---------
Devon Common Stock(1) 895 Shares(a)    $ 40.00       $ 35,800    $ 10
Devon Common Stock(1) 19,285 Shares(b) $ 40.00       $771,400    $204
Devon Common Stock(1) 12,431 Shares(c) $ 40.00       $497,240    $132
                      ------           ---------     ---------   ---------
     Total            32,611 Shares    $120.00     $1,304,440    $346
                      ======           =========   ===========   =========
---------------
(1)  Includes the stock purchase rights associated with the Devon
     Common Stock.
(2)  There is also being registered hereby such additional number
     of shares of Devon Common Stock as may be issued pursuant to
     the anti-dilution provisions of the:
     (a)  1985 Conditional Stock Award Program
     (b)  1990 Conditional Stock Award Program
     (c)  1993 Conditional Stock Award Program
(3)  Estimated  pursuant to  Rule 457(c)  and (h) solely  for the
     purposes  of computing  the registration  fee based upon the
     average of the high and low prices of the Devon Common Stock,
     as reported on the  American Stock Exchange Composite Trans-
     actions on March 7, 2000.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously filed with the Securities
and  Exchange Commission by Devon Energy Corporation, an Oklahoma
corporation  (now  Devon  Energy Corporation  (Oklahoma)  ("Devon
Oklahoma")  (Commission file number 1-10067) and  by  PennzEnergy
Company, a Delaware corporation ("PennzEnergy") (Commission  file
number 1-05591) pursuant to the Securities Exchange Act of  1934,
as  amended  (the  "Exchange Act"), are  incorporated  herein  by
reference:

     1.   Devon Oklahoma's Annual Report on Form 10-K for the year
          ended December 31, 1998;

     2.   Devon Oklahoma's Current Reports on Form 8-K dated February
          2, 1999, February 8, 1999, February 22, 1999, April 28, 1999,
          May 21, 1999, June 1, 1999, July 22, 1999, and August 13, 1999;

     3.   Devon  Oklahoma's  Quarterly  Reports on Form 10-Q for the
          quarters ended March 31, 1999, and June 30, 1999; and

     4.   The Joint Proxy Statement/Prospectus of Devon Oklahoma and
          PennzEnergy on Schedule 14A, dated July 15, 1999, which is
          included as part of the Registration Statement on Form S-4
          (File No. 333-82903) of the Registrant.

     5.   PennzEnergy's Annual Report on Form 10-K for the year ended
          December 31, 1998;

     6.   PennzEnergy's  Current  Report on Form 8-K dated August 17,
          1999; and

     7.   PennzEnergy's  Quarterly  Reports  on  Form 10-Q  for  the
          quarters ended March 31, 1999, and June 30, 1999.

     The  following documents previously filed by the  Registrant
with  the  Securities  and Exchange Commission  are  incorporated
herein by reference:

     1.   Current  Reports  on  Form 8-K  dated  August 31, 1999,
          September 24, 1999, October 1,  1999,  October 5, 1999,
          November 10, 1999, November 12, 1999 and January 27, 2000.

     2.   Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 1999.

     3.   The  description  of  the Registrant's Common Stock set
          forth in  Exhibit  4.9  to  the Registrant's  Form 8-K,
          dated August 18, 1999, including any amendment or report
          filed for purposes of updating any such description.

     All  documents filed by the Registrant pursuant  to Sections
13(a),  13(c),  14, and 15(d) of the Exchange Act  prior  to  the
filing  of  a post-effective amendment which indicates  that  all
shares  of  common  stock covered by this registration  statement
have  been  sold  or which deregisters all such shares  remaining
unsold, shall be deemed to be incorporated by reference and to be
part  hereof  from  the date of filing of  such  documents.   Any
statement  contained in a document incorporated or deemed  to  be
incorporated by reference in this Registration Statement will  be
deemed  to  be  modified  or  superseded  for  purposes  of  this
Registration  Statement to the extent that a statement  contained
in this Registration Statement or in any other subsequently filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference  to this Registration Statement modifies or  supersedes
such  statement.   Any such statement so modified  or  superseded
will  not  be  deemed, except as so modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  Company will deliver or cause to be delivered  to  each
participant to whom this document is sent or given a copy of  the
Registrant'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 Registrant will promptly furnish, without
charge,  a  copy  of  such  report  on  written  request  of  the
participant.

     The Registrant 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 Registrant's
Manager - Corporate Governance and Assistant Corporate Secretary,
Janice  A.  Dobbs, Devon Energy Corporation, 20  North  Broadway,
Oklahoma City, Oklahoma 73102, telephone (405) 235-3611.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

     (3)   for  unlawful payments of dividends or unlawful  stock
           repurchases or redemptions, as provided in Section 174
           of the DGCL, or (4) for any transaction from which the
           director derived an improper benefit.

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

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

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

     Article   XIII   of  the  by-laws  of  Registrant   contains
provisions   regarding  indemnification  which   parallel   those
described above.

     The  merger agreement  dated May 19, 1999 between Registrant
and  PennzEnergy   provides  that  for  seven  years  after   the
effective time, Registrant will indemnify and hold harmless  each
person  who  was  a director or officer of Devon  or  PennzEnergy
prior to the effective time from their acts or omissions in those
capacities  occurring prior to the effective time to the  fullest
extent permitted by applicable law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

Exhibit No.     Document
-----------     --------

  4.1  Restated  Certificate of Incorporation of  the  Registrant
       (incorporated by reference to Exhibit 3 to Registrant's
       Form 8-K, filed on August 18, 1999).
  4.2  By-laws  of  the Registrant (incorporated by reference  to
       Exhibit  3.3 to Registrant's Registration Statement  on
       Form S-4, File No. 333-82903).
  4.3  Form   of   Common  Stock  Certificate  (incorporated   by
       reference  to  Exhibit  4.1 to Registrant's  Form  8-K,
       filed on August 18, 1999).
  4.4  Rights  Agreement between Registrant and BankBoston,  N.A.
       (incorporated   by   reference  to   Exhibit   4.2   to
       Registrant's Form 8-K filed on August 18, 1999).
  4.5  Certificate   of   Designations   of   Series   A   Junior
       Participating    Preferred   Stock    of    Registrant
       (incorporated   by   reference  to   Exhibit   4.3   to
       Registrant's Form 8-K filed on August 18, 1999).
  4.6  Certificate   of  Designations  of  the  6.49%  Cumulative
       Preferred  Stock, Series A of Registrant (incorporated
       by  reference to Exhibit 4.4 to Registrant's  Form  8-K
       filed on August 18, 1999).
  4.7  Amending Support Agreement, dated August 17, 1999, between
       the   Registrant  and  Northstar  Energy   Corporation
       (incorporated   by   reference  to   Exhibit   4.5   to
       Registrant's Form 8-K filed on August 18, 1999).
  4.8  Description  of Capital Stock of Devon Energy Corporation
       (incorporated   by   reference  to   Exhibit   4.9   to
       Registrant's Form 8-K filed on August 18, 1999).
  5.1  Opinion of McAfee & Taft A Professional Corporation
  9    Amending  Voting  and Exchange Agreement, dated  August  17,
       1999,  between Registrant, Northstar Energy Corporation
       and   CIBC  Mellon  Trust  Company  (incorporated   by
       reference  to Exhibit 9 to Registrant's Form 8-K  filed
       on August 18, 1999).
 23.1  Consent of KPMG LLP
 23.2  Consent of Deloitte & Touche LLP
 23.3  Consent of PricewaterhouseCoopers LLP
 23.4  Consent of Arthur Andersen LLP
 23.5  Consent  of  McAfee  &  Taft  A Professional  Corporation
       (contained in its opinion in Exhibit 5.1)
 23.6  Consent of LaRoche Petroleum Consultants, Ltd.
 23.7  Consent of AMH Group, Ltd.
 23.8  Consent of Paddock Lindstrom & Associates Ltd.
 23.9  Consent of John P. Hunter & Associates, Ltd.
 23.10 Consent of Ryder Scott Company, L.P.
 24.1  Power 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.   Notwithstanding  the  foregoing,  any  increase   or
decrease  in  volume of securities offered (if the  total  dollar
value  of  securities  offered would not exceed  that  which  was
registered)  and any deviation from the low or high  end  of  the
estimated maximum offering range may be reflected in the form  of
prospectus filed with the Commission pursuant to Rule 424(b)  if,
in  the  aggregate, the changes in volume and price represent  no
more  than a 20 percent change in the maximum aggregate  offering
price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

               (iii) to  include  any  material information  with
respect  to the plan of distribution not previously disclosed  in
this  Registration  Statement  or any  material  change  to  such
information  in  this Registration Statement; provided,  however,
that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not  apply  if  the
Registrations Statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required  to be included  in  a  post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  with  or  furnished to the Commission  by  the  Registrant
pursuant  to  Sections 13 or 15(d) of the Exchange Act  that  are
incorporated by reference in the Registration Statement;

          (2) that, for the purposes of determining any liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new Registration Statement relating  to
the   securities  offered  herein,  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,
each filing of the Registrant's annual report pursuant to Section
13(a)  or 15(d) of the Exchange Act (and, where applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of  the  Exchange Act) that  is  incorporated  by
reference in this 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.

     (c) Insofar as indemnification for liabilities arising under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the Registrant, the Registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  Registrant in the successful defense of any action, suit  or
proceeding)  is  asserted  by  any  such  director,  officer   or
controlling  person  in  connection  with  the  securities  being
registered,  the Registrant will, unless in the  opinion  of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court of appropriate jurisdiction the question  of
whether  or not such indemnification is against public policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>
                           SIGNATURES

     Pursuant to the requirements of Securities Act of  1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all for 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 9th day of March, 2000.

                                   DEVON ENERGY CORPORATION

                                      J. LARRY NICHOLS
                                      J. Larry Nichols
                                      President and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
as  amended, this Registration Statement has been signed by the
following persons in the capacities indicated on March 9, 2000.

       Signature                       Title
       ---------                       -----

THOMAS F. FERGUSON              Director
Thomas F. Ferguson

DAVID M. GAVRIN                 Director
David M. Gavrin

MICHAEL E. GELLERT              Director
Michael E. Gellert

MOULTON GOODRUM, JR.            Director
Moulton Goodrum, Jr.

JOHN A. HAGG                    Director
John A. Hagg

HENRY R. HAMMAN                 Director
Henry R. Hamman

DANNY J. HEATLY                 Vice President - Accounting
Danny J. Heatly

WILLIAM J. JOHNSON              Director
William J. Johnson

MICHAEL M. KANOVSKY             Director
Michael M. Kanovsky

ROBERT A. MOSBACHER, JR.        Director
Robert A. Mosbacher, Jr.

J. LARRY NICHOLS                President, Chief Executive
J. Larry Nichols                Officer and Director

JAMES L. PATE                   Chairman of the Board and
James L. Pate                   Director

H.R. SANDERS, JR.               Director
H.R. Sanders, Jr.

BRENT SCOWCROFT                 Director
Brent Scowcroft

WILLIAM T. VAUGHN               Senior Vice President - Finance
William T. Vaughn

ROBERT B. WEAVER                Director
Robert B. Weaver

<PAGE>
<TABLE>
                           EXHIBIT INDEX
<CAPTION>
Exhibit
No.      Document                            Method of Filing
-------  --------                            ----------------
<S>     <C>                                  <C>
 4.1    Restated Certificate of Incorpo-     Incorporated herein by reference
        ration of the Registrant
 4.2    By-laws of the Registrant            Incorporated herein by reference
 4.3    Form of Common Stock Certificate     Incorporated herein by reference
 4.4    Rights Agreement between Registrant  Incorporated herein by reference
        and BankBoston, N.A.
 4.5    Certificate of Designations of       Incorporated herein by reference
        Series A Junior Participating
        Preferred Stock of Registrant
 4.6    Certificate of Designations of       Incorporated herein by reference
        the 6.49% Cumulative Preferred Stock,
        Series A of Registrant
 4.7    Amending Support Agreement, dated    Incorporated herein by reference
        August 17, 1999, between the
        Registrant and Northstar Energy
        Corporation
 4.8    Description of Capital Stock of      Incorporated herein by reference
        Devon Energy Corporation
 5.1    Opinion of McAfee & Taft A           Filed herewith electronically
        Professional Corporation
 9      Amending Voting and Exchange         Incorporated herein by reference
        Agreement, dated August 17,
        1999, between Registrant,
        Northstar Energy Corporation
        and CIBC Mellon Trust Company
23.1    Consent of KPMG LLP                  Filed herewith electronically
23.2    Consent of Deloitte & Touche LLP     Filed herewith electronically
23.3    Consent of PricewaterhouseCoopers    Filed herewith electronically
        LLP
23.4    Consent of Arthur Andersen LLP       Filed herewith electronically
23.5    Consent of McAfee & Taft A           Filed herewith electronically
        Professional Corporation
        (contained in its opinion in
        Exhibit 5.1)
23.6    Consent of LaRoche Petroleum         Filed herewith electronically
        Consultants, Ltd.
23.7    Consent of AMH Group, Ltd.           Filed herewith electronically
23.8    Consent of Paddock Lindstrom &       Filed herewith electronically
        Associates Ltd.
23.9    Consent of John P. Hunter &          Filed herewith electronically
        Associates, Ltd.
23.10   Consent of Ryder Scott Company, L.P. Filed herewith electronically
24.1    Power of Attorney                    Filed herewith electronically
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23255}]
{"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": "333-32214", "film-number": "566904"}, "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 10, 2000
                                           Registration No.  333-
-------------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

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

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

            DELAWARE                       73-1567067
(State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)          Identification No.)

                  20 NORTH BROADWAY, SUITE 1500
               OKLAHOMA CITY, OKLAHOMA  73102-8260
            (Address of principal executive offices)

              1985 CONDITIONAL STOCK AWARD PROGRAM
              1990 CONDITIONAL STOCK AWARD PROGRAM
              1993 CONDITIONAL STOCK AWARD PROGRAM
                    (Full title of the plan)

                        J. LARRY NICHOLS
              PRESIDENT AND CHIEF EXECUTIVE OFFICER
                    DEVON ENERGY CORPORATION
                  20 NORTH BROADWAY, SUITE 1500
               OKLAHOMA CITY, OKLAHOMA  73102-8260
                         (405) 235-3611
  (Name, address and telephone number, including area code, of
                       agent for service)

                 CALCULATION OF REGISTRATION FEE

   Title of           Amount to        Proposed      Proposed    Amount of
 securities to            be            maximum       maximum    registration
 be registered        registered       offering      aggregate      fee(2)
                         (2)           price per     offering
                                         share         price
--------------        ----------       ---------     ---------   ---------
Devon Common Stock(1) 895 Shares(a)    $ 40.00       $ 35,800    $ 10
Devon Common Stock(1) 19,285 Shares(b) $ 40.00       $771,400    $204
Devon Common Stock(1) 12,431 Shares(c) $ 40.00       $497,240    $132
                      ------           ---------     ---------   ---------
     Total            32,611 Shares    $120.00     $1,304,440    $346
                      ======           =========   ===========   =========
---------------
(1)  Includes the stock purchase rights associated with the Devon
     Common Stock.
(2)  There is also being registered hereby such additional number
     of shares of Devon Common Stock as may be issued pursuant to
     the anti-dilution provisions of the:
     (a)  1985 Conditional Stock Award Program
     (b)  1990 Conditional Stock Award Program
     (c)  1993 Conditional Stock Award Program
(3)  Estimated  pursuant to  Rule 457(c)  and (h) solely  for the
     purposes  of computing  the registration  fee based upon the
     average of the high and low prices of the Devon Common Stock,
     as reported on the  American Stock Exchange Composite Trans-
     actions on March 7, 2000.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously filed with the Securities
and  Exchange Commission by Devon Energy Corporation, an Oklahoma
corporation  (now  Devon  Energy Corporation  (Oklahoma)  ("Devon
Oklahoma")  (Commission file number 1-10067) and  by  PennzEnergy
Company, a Delaware corporation ("PennzEnergy") (Commission  file
number 1-05591) pursuant to the Securities Exchange Act of  1934,
as  amended  (the  "Exchange Act"), are  incorporated  herein  by
reference:

     1.   Devon Oklahoma's Annual Report on Form 10-K for the year
          ended December 31, 1998;

     2.   Devon Oklahoma's Current Reports on Form 8-K dated February
          2, 1999, February 8, 1999, February 22, 1999, April 28, 1999,
          May 21, 1999, June 1, 1999, July 22, 1999, and August 13, 1999;

     3.   Devon  Oklahoma's  Quarterly  Reports on Form 10-Q for the
          quarters ended March 31, 1999, and June 30, 1999; and

     4.   The Joint Proxy Statement/Prospectus of Devon Oklahoma and
          PennzEnergy on Schedule 14A, dated July 15, 1999, which is
          included as part of the Registration Statement on Form S-4
          (File No. 333-82903) of the Registrant.

     5.   PennzEnergy's Annual Report on Form 10-K for the year ended
          December 31, 1998;

     6.   PennzEnergy's  Current  Report on Form 8-K dated August 17,
          1999; and

     7.   PennzEnergy's  Quarterly  Reports  on  Form 10-Q  for  the
          quarters ended March 31, 1999, and June 30, 1999.

     The  following documents previously filed by the  Registrant
with  the  Securities  and Exchange Commission  are  incorporated
herein by reference:

     1.   Current  Reports  on  Form 8-K  dated  August 31, 1999,
          September 24, 1999, October 1,  1999,  October 5, 1999,
          November 10, 1999, November 12, 1999 and January 27, 2000.

     2.   Quarterly  Report on Form 10-Q for the  quarter  ended
          September 30, 1999.

     3.   The  description  of  the Registrant's Common Stock set
          forth in  Exhibit  4.9  to  the Registrant's  Form 8-K,
          dated August 18, 1999, including any amendment or report
          filed for purposes of updating any such description.

     All  documents filed by the Registrant pursuant  to Sections
13(a),  13(c),  14, and 15(d) of the Exchange Act  prior  to  the
filing  of  a post-effective amendment which indicates  that  all
shares  of  common  stock covered by this registration  statement
have  been  sold  or which deregisters all such shares  remaining
unsold, shall be deemed to be incorporated by reference and to be
part  hereof  from  the date of filing of  such  documents.   Any
statement  contained in a document incorporated or deemed  to  be
incorporated by reference in this Registration Statement will  be
deemed  to  be  modified  or  superseded  for  purposes  of  this
Registration  Statement to the extent that a statement  contained
in this Registration Statement or in any other subsequently filed
document  which  also  is  or is deemed  to  be  incorporated  by
reference  to this Registration Statement modifies or  supersedes
such  statement.   Any such statement so modified  or  superseded
will  not  be  deemed, except as so modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  Company will deliver or cause to be delivered  to  each
participant to whom this document is sent or given a copy of  the
Registrant'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 Registrant will promptly furnish, without
charge,  a  copy  of  such  report  on  written  request  of  the
participant.

     The Registrant 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 Registrant's
Manager - Corporate Governance and Assistant Corporate Secretary,
Janice  A.  Dobbs, Devon Energy Corporation, 20  North  Broadway,
Oklahoma City, Oklahoma 73102, telephone (405) 235-3611.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

     (3)   for  unlawful payments of dividends or unlawful  stock
           repurchases or redemptions, as provided in Section 174
           of the DGCL, or (4) for any transaction from which the
           director derived an improper benefit.

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

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

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

     Article   XIII   of  the  by-laws  of  Registrant   contains
provisions   regarding  indemnification  which   parallel   those
described above.

     The  merger agreement  dated May 19, 1999 between Registrant
and  PennzEnergy   provides  that  for  seven  years  after   the
effective time, Registrant will indemnify and hold harmless  each
person  who  was  a director or officer of Devon  or  PennzEnergy
prior to the effective time from their acts or omissions in those
capacities  occurring prior to the effective time to the  fullest
extent permitted by applicable law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

Exhibit No.     Document
-----------     --------

  4.1  Restated  Certificate of Incorporation of  the  Registrant
       (incorporated by reference to Exhibit 3 to Registrant's
       Form 8-K, filed on August 18, 1999).
  4.2  By-laws  of  the Registrant (incorporated by reference  to
       Exhibit  3.3 to Registrant's Registration Statement  on
       Form S-4, File No. 333-82903).
  4.3  Form   of   Common  Stock  Certificate  (incorporated   by
       reference  to  Exhibit  4.1 to Registrant's  Form  8-K,
       filed on August 18, 1999).
  4.4  Rights  Agreement between Registrant and BankBoston,  N.A.
       (incorporated   by   reference  to   Exhibit   4.2   to
       Registrant's Form 8-K filed on August 18, 1999).
  4.5  Certificate   of   Designations   of   Series   A   Junior
       Participating    Preferred   Stock    of    Registrant
       (incorporated   by   reference  to   Exhibit   4.3   to
       Registrant's Form 8-K filed on August 18, 1999).
  4.6  Certificate   of  Designations  of  the  6.49%  Cumulative
       Preferred  Stock, Series A of Registrant (incorporated
       by  reference to Exhibit 4.4 to Registrant's  Form  8-K
       filed on August 18, 1999).
  4.7  Amending Support Agreement, dated August 17, 1999, between
       the   Registrant  and  Northstar  Energy   Corporation
       (incorporated   by   reference  to   Exhibit   4.5   to
       Registrant's Form 8-K filed on August 18, 1999).
  4.8  Description  of Capital Stock of Devon Energy Corporation
       (incorporated   by   reference  to   Exhibit   4.9   to
       Registrant's Form 8-K filed on August 18, 1999).
  5.1  Opinion of McAfee & Taft A Professional Corporation
  9    Amending  Voting  and Exchange Agreement, dated  August  17,
       1999,  between Registrant, Northstar Energy Corporation
       and   CIBC  Mellon  Trust  Company  (incorporated   by
       reference  to Exhibit 9 to Registrant's Form 8-K  filed
       on August 18, 1999).
 23.1  Consent of KPMG LLP
 23.2  Consent of Deloitte & Touche LLP
 23.3  Consent of PricewaterhouseCoopers LLP
 23.4  Consent of Arthur Andersen LLP
 23.5  Consent  of  McAfee  &  Taft  A Professional  Corporation
       (contained in its opinion in Exhibit 5.1)
 23.6  Consent of LaRoche Petroleum Consultants, Ltd.
 23.7  Consent of AMH Group, Ltd.
 23.8  Consent of Paddock Lindstrom & Associates Ltd.
 23.9  Consent of John P. Hunter & Associates, Ltd.
 23.10 Consent of Ryder Scott Company, L.P.
 24.1  Power 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.   Notwithstanding  the  foregoing,  any  increase   or
decrease  in  volume of securities offered (if the  total  dollar
value  of  securities  offered would not exceed  that  which  was
registered)  and any deviation from the low or high  end  of  the
estimated maximum offering range may be reflected in the form  of
prospectus filed with the Commission pursuant to Rule 424(b)  if,
in  the  aggregate, the changes in volume and price represent  no
more  than a 20 percent change in the maximum aggregate  offering
price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and

               (iii) to  include  any  material information  with
respect  to the plan of distribution not previously disclosed  in
this  Registration  Statement  or any  material  change  to  such
information  in  this Registration Statement; provided,  however,
that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not  apply  if  the
Registrations Statement is on Form S-3, Form S-8 or Form F-3, and
the  information  required  to be included  in  a  post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  with  or  furnished to the Commission  by  the  Registrant
pursuant  to  Sections 13 or 15(d) of the Exchange Act  that  are
incorporated by reference in the Registration Statement;

          (2) that, for the purposes of determining any liability
under  the  Securities  Act, each such  post-effective  amendment
shall  be  deemed to be a new Registration Statement relating  to
the   securities  offered  herein,  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,
each filing of the Registrant's annual report pursuant to Section
13(a)  or 15(d) of the Exchange Act (and, where applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of  the  Exchange Act) that  is  incorporated  by
reference in this 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.

     (c) Insofar as indemnification for liabilities arising under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the Registrant, the Registrant  has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed in the Securities Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  Registrant in the successful defense of any action, suit  or
proceeding)  is  asserted  by  any  such  director,  officer   or
controlling  person  in  connection  with  the  securities  being
registered,  the Registrant will, unless in the  opinion  of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court of appropriate jurisdiction the question  of
whether  or not such indemnification is against public policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of Securities Act of  1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all for 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 9th day of March, 2000.

                                   DEVON ENERGY CORPORATION

                                      J. LARRY NICHOLS
                                      J. Larry Nichols
                                      President and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
as  amended, this Registration Statement has been signed by the
following persons in the capacities indicated on March 9, 2000.

       Signature                       Title
       ---------                       -----

THOMAS F. FERGUSON              Director
Thomas F. Ferguson

DAVID M. GAVRIN                 Director
David M. Gavrin

MICHAEL E. GELLERT              Director
Michael E. Gellert

MOULTON GOODRUM, JR.            Director
Moulton Goodrum, Jr.

JOHN A. HAGG                    Director
John A. Hagg

HENRY R. HAMMAN                 Director
Henry R. Hamman

DANNY J. HEATLY                 Vice President - Accounting
Danny J. Heatly

WILLIAM J. JOHNSON              Director
William J. Johnson

MICHAEL M. KANOVSKY             Director
Michael M. Kanovsky

ROBERT A. MOSBACHER, JR.        Director
Robert A. Mosbacher, Jr.

J. LARRY NICHOLS                President, Chief Executive
J. Larry Nichols                Officer and Director

JAMES L. PATE                   Chairman of the Board and
James L. Pate                   Director

H.R. SANDERS, JR.               Director
H.R. Sanders, Jr.

BRENT SCOWCROFT                 Director
Brent Scowcroft

WILLIAM T. VAUGHN               Senior Vice President - Finance
William T. Vaughn

ROBERT B. WEAVER                Director
Robert B. Weaver
EXHIBIT INDEX
Exhibit
No.      Document                            Method of Filing
-------  --------                            ----------------
4.1    Restated Certificate of Incorpo-     Incorporated herein by reference
        ration of the Registrant
 4.2    By-laws of the Registrant            Incorporated herein by reference
 4.3    Form of Common Stock Certificate     Incorporated herein by reference
 4.4    Rights Agreement between Registrant  Incorporated herein by reference
        and BankBoston, N.A.
 4.5    Certificate of Designations of       Incorporated herein by reference
        Series A Junior Participating
        Preferred Stock of Registrant
 4.6    Certificate of Designations of       Incorporated herein by reference
        the 6.49% Cumulative Preferred Stock,
        Series A of Registrant
 4.7    Amending Support Agreement, dated    Incorporated herein by reference
        August 17, 1999, between the
        Registrant and Northstar Energy
        Corporation
 4.8    Description of Capital Stock of      Incorporated herein by reference
        Devon Energy Corporation
 5.1    Opinion of McAfee & Taft A           Filed herewith electronically
        Professional Corporation
 9      Amending Voting and Exchange         Incorporated herein by reference
        Agreement, dated August 17,
        1999, between Registrant,
        Northstar Energy Corporation
        and CIBC Mellon Trust Company
23.1    Consent of KPMG LLP                  Filed herewith electronically
23.2    Consent of Deloitte & Touche LLP     Filed herewith electronically
23.3    Consent of PricewaterhouseCoopers    Filed herewith electronically
        LLP
23.4    Consent of Arthur Andersen LLP       Filed herewith electronically
23.5    Consent of McAfee & Taft A           Filed herewith electronically
        Professional Corporation
        (contained in its opinion in
        Exhibit 5.1)
23.6    Consent of LaRoche Petroleum         Filed herewith electronically
        Consultants, Ltd.
23.7    Consent of AMH Group, Ltd.           Filed herewith electronically
23.8    Consent of Paddock Lindstrom &       Filed herewith electronically
        Associates Ltd.
23.9    Consent of John P. Hunter &          Filed herewith electronically
        Associates, Ltd.
23.10   Consent of Ryder Scott Company, L.P. Filed herewith electronically
24.1    Power of Attorney                    Filed herewith electronically