SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                            Form 8-K


                          CURRENT REPORT


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


 Date of Report (Date of earliest event reported):  June 7, 1995


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



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



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



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










                        Page 1 of 3 pages


ITEM 5. OTHER EVENTS

     On June 7, 1995, the shareholders of Devon Energy
Corporation, a Delaware corporation ("Devon Delaware"), approved
a Plan and Agreement of Merger and Reorganization (the
"Reincorporation") having the effect of changing Devon Delaware's
state of incorporation from Delaware to Oklahoma.  The
Reincorporation was accomplished by merging Devon Delaware into
its newly-formed Oklahoma subsidiary, Devon Oklahoma Corporation
("Devon Oklahoma").  Devon Oklahoma was then renamed Devon Energy
Corporation (the "Company") and continued conducting business as
the successor to Devon Delaware.  

     The Board of Directors believes that the best interests of
the Company's shareholders were served by changing the state of
incorporation to Oklahoma.  The major factor in determining to
reincorporate in Oklahoma was the elimination of $150,000 in
Delaware franchise tax.  Devon Delaware already paid franchise
taxes in Oklahoma because of the business it conducted in the
state.  No additional franchise or other taxes are due to the
State of Oklahoma as a result of the Reincorporation.  Since the
Oklahoma corporation laws are similar to Delaware's, the
Reincorporation did not represent a material change to the laws
governing the Company's shareholders.  

     The Reincorporation did not result in any change in the
number of shares issued or outstanding, in the trading of the
shares on the American Stock Exchange or in the Company's Board
of Directors.  In addition, the Company's bylaws, preferred stock
designations and stock option plans are the same as its
predecessor's.  

     The Company's certificate of incorporation and share rights
plan have changed somewhat.  The certificate of incorporation was
changed to correct provisions which were in conflict with
portions of the Oklahoma law (which are the same as the Delaware
law) changed after the Company was originally incorporated. The
changes to the share rights plan were made primarily to modernize
the structure and to avoid unintended results arising from
unclear language or from circumstances not foreseen when the plan
was adopted.  Also, the plan was simplified and the term of the
plan was extended from the original expiration date of June 29,
1998 to April 16, 2005, ten years from the date of the formation
of the new corporation.

     A detailed discussion of the Reincorporation was included in
the proxy statement covering the June 7, 1995 annual meeting of
shareholders.

Item 7.  Financial Statements and Exhibits.

     (a)  Financial statements of business acquired:          
          Not applicable.

     (b)  Pro forma financial information:                    
          Not applicable.

     (c)  Exhibits:

                                2


Exhibit
Number         Description

2.1            Agreement and Plan of Merger and Reorganization by
               and among Registrant and Devon Energy Corporation
               dated as of April 13, 1995 (incorporated herein by
               reference to Exhibit A to Devon Energy
               Corporation's definitive Proxy Statement for its
               1995 Annual Meeting of Shareholders).

4.1            Certificate of Incorporation of Registrant as
               filed with the Secretary of State of Oklahoma on
               April 13, 1995 (incorporated herein by reference
               to Exhibit B to Devon Energy Corporation's
               definitive Proxy Statement for its 1995 Annual
               Meeting of Shareholders).

4.2            Bylaws of Registrant, dated as of April 13, 1995
               (incorporated herein by reference to 3.2 to
               Registrant's Form 8-B filed on June 7, 1995).

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

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

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


                            SIGNATURES

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

                                   DEVON ENERGY CORPORATION



Date:  June 23, 1995                 /s/   Danny J. Heatly        

                                   Danny J. Heatly
                                   Controller









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