DEVON ENERGY CORP/DE, S-3/A, 2000-12-15

DEVON ENERGY CORP/DE
S-3/A, 2000-12-15
CRUDE PETROLEUM & NATURAL GAS

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<PAGE>

As Filed with the Securities and Exchange Commission on December 15, 2000
Registration No. 333-50034
Registration No. 333-50034-01
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________

Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________

DEVON ENERGY CORPORATION
DEVON FINANCING TRUST II
(Exact name of each registrant as specified in its charter or certificate of
trust)

<TABLE>
<S> <C>
DELAWARE 73-1567067
DELAWARE 73-6324936
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>

20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
(405) 235-3611
(Address, including zip code, and telephone number,
including area code, of registrants' principal executive offices)

<TABLE>
<S> <C>
J. Larry Nichols Copy To:
Chairman of the Board, President and Chief W. Chris Coleman
Executive Officer McAfee & Taft A Professional Corporation
Devon Energy Corporation Two Leadership Square, 10th Floor
20 North Broadway, Suite 1500 211 North Robinson
Oklahoma City, Oklahoma 73102-8260 Oklahoma City, Oklahoma 73102-7103
(405) 235-3611 (405) 235-9621
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>

Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Title of each class of Amounts to be Proposed maximum Proposed maximum aggregate Amount of
securities to be registered registered offering price per unit (1) offering price (2) registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Devon Energy Corporation: (3) (3) (3) (3)
Common stock, par value $0.10 per share (4)
Preferred stock, par value $1.00 per share (5)
Debt securities (6)
Stock Purchase Contracts and Stock
Purchase Units (7)
Guarantees of trust preferred securities of
Devon Financing Trust II (8)
Devon Financing Trust II:
Trust preferred securities (9)
------------------------------------------------------------------------------------------------------------------------------------
Total $447,261,200 (10) 100% $447,261,200 (10) (11)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The proposed maximum offering price per unit will be determined from time
to time by the registrant in connection with the issuance by the registrant
of the securities registered hereunder.

(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act.

(3) Not specified pursuant to General Instruction II.D. of Form S-3.

(4) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of common stock as may be sold or exchanged,
from time to time, by the registrant. There are also being registered
hereunder an indeterminate number of shares of common stock as shall be
issuable upon conversion or redemption of preferred stock, debt securities
or trust preferred securities registered hereunder or exchange of
exchangeable shares of a subsidiary of the registrant. Includes the stock
purchase rights associated with the common stock.

(5) Subject to note (10) below, there is being registered hereunder an
indeterminate number of shares of preferred stock as may be sold or
exchanged, from time to time, by the registrant.

(6) Subject to note (10) below, there is being registered hereunder an
indeterminate principal amount of debt securities as may be sold from time
to time by the registrant. If any debt securities are issued at an original
issue discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to exceed
$ 447,261,200 less the dollar amount of any securities previously issued
hereunder. Debt securities may be issued and sold directly to investors or
to Devon Financing Trust II in connection with the issuance of trust
preferred securities by Devon Financing Trust II, in which event such debt
securities may later be distributed to the holders of trust preferred
securities upon a dissolution and liquidation of Devon Financing Trust II.
No separate consideration will be received for the debt securities of the
registrant distributed upon any liquidation of Devon Financing Trust II.

(7) Subject to note (10) below, there is being registered hereunder an
indeterminate amount and number of stock purchase contracts, representing
rights to purchase common stock or preferred stock, as may be sold, from
time to time, by the registrant.

(8) Subject to note (10) below, there is being registered hereunder all other
obligations that the registrant may have with respect to trust preferred
securities issued by Devon Financing Trust II. No separate consideration
will be received for the registrant's guarantee or any other obligations.

(9) Subject to note (10) below, there is being registered hereunder an
indeterminate number of trust preferred securities as may be sold, from
time to time, by the registrant.

(10) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$447,261,200. The aggregate amount of equity securities registered
hereunder is further limited to that which is permissible under Rule
415(a)(4) under the Securities Act. The securities registered hereunder may
be sold separately or as units with other securities registered hereunder.

(11) Filing fee of $118,077 previously paid.
================================================================================

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>

The information in this prospectus is not complete and may be changed.
Devon Energy Corporation and Devon Financing Trust II may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

Subject to Completion, Dated December 15, 2000

PROSPECTUS

$ 447,261,200

[LOGO]
ENERGY CORPORATION

COMMON STOCK, PREFERRED STOCK,
DEBT SECURITIES, STOCK PURCHASE AGREEMENTS
AND STOCK PURCHASE UNITS

[LOGO]
FINANCING TRUST II

TRUST PREFERRED SECURITIES
GUARANTEED BY DEVON ENERGY CORPORATION

By this prospectus, Devon Energy Corporation may issue up to $ 447,261,200
of common stock, preferred stock, debt securities, stock purchase agreements and
stock purchase units and Devon Financing Trust II may, from time to time, issue
its trust preferred securities guaranteed by Devon Energy Corporation. We will
provide more specific information regarding these securities in supplements to
this prospectus. You should read this prospectus and any supplement carefully
before investing. In particular, you should read the risk factors beginning on
page 4.

We and Devon Financing Trust II may sell these securities to or through
underwriters, to other purchasers and/or through agents. The supplements to this
prospectus will specify the names of and arrangements with any underwriters or
agents.

The Securities and Exchange Commission and state securities commissions
have not approved or disapproved of these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

____________________

December 15, 2000
<PAGE>

You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information provided by
this prospectus is accurate as of any date other than the date on the front of
this prospectus.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ABOUT THIS PROSPECTUS.................................................................. i
SUMMARY................................................................................ 1
RISK FACTORS........................................................................... 4
USE OF PROCEEDS........................................................................ 5
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS............................................... 6
DESCRIPTION OF CAPITAL STOCK........................................................... 6
DESCRIPTION OF UNDESIGNATED PREFERRED STOCK............................................ 9
DESCRIPTION OF DEBT SECURITIES......................................................... 10
DESCRIPTION OF TRUST PREFERRED SECURITIES.............................................. 19
DESCRIPTION OF TRUST PREFERRED SECURITIES GUARANTEES................................... 26
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND UNITS...................................... 28
BOOK-ENTRY SECURITIES.................................................................. 29
PLAN OF DISTRIBUTION................................................................... 31
LEGAL MATTERS.......................................................................... 32
EXPERTS................................................................................ 32
WHERE YOU CAN FIND MORE INFORMATION.................................................... 33
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS............................. 34
</TABLE>

ABOUT THIS PROSPECTUS

This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.

This prospectus is part of a registration statement we and Devon Financing
Trust II filed with the SEC utilizing a shelf registration process. Under this
shelf registration process, we and Devon Financing Trust II may sell the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $ 447,261,200.

This prospectus provides you with a general description of the securities
we may offer. Each time we or Devon Financing Trust II sell offered securities,
we will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may include
additional risk factors or other special considerations applicable to those
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. If there is any inconsistency between the
information in this prospectus and any prospectus supplement, you should rely on
the information in the prospectus supplement. You should read both this
prospectus and any prospectus supplement together with additional information
described under "Where You Can Find More Information."

In this prospectus, the terms "Devon," "we," "us" and "our" generally mean
Devon Energy Corporation, a Delaware corporation, and its consolidated
subsidiaries.

Unless otherwise indicated, all dollar amounts in this prospectus are
expressed in U.S. dollars.

i
<PAGE>

SUMMARY

You should read the following summary together with the more detailed
information contained in this prospectus and the other information incorporated
by reference into this prospectus.

Devon

Overview

Devon is an independent energy company engaged primarily in oil and gas
exploration, development and production, and in the acquisition of producing
properties. On December 31, 1999, prior to our merger with Santa Fe Snyder
Corporation, we owned proved oil and gas reserves of 669.8 million barrels of
oil equivalent. Approximately 47% of these reserves were natural gas and 53%
were oil and natural gas liquids.

Our Merger with Santa Fe Snyder

On August 29, 2000, Devon completed a merger with Santa Fe Snyder
Corporation. Devon after the merger, which we sometimes refer to as "the
combined company," ranks among the five largest U.S. based independent oil and
gas companies in terms of oil and gas reserves, oil and gas production, equity
market capitalization and enterprise value. At the end of 1999, Devon and Santa
Fe Snyder combined had aggregate proved reserves of approximately 1.1 billion
barrels of oil equivalent. Approximately 47% of these reserves were natural gas
and 53% oil and natural gas liquids. The combined company's North American
proved reserves, including the United States and Canada, totaled 800 million
barrels of oil equivalent, weighted 58% to natural gas. The combined company's
North American reserves are concentrated in four operating divisions:

. the Gulf Division, which includes oil and gas properties located
primarily in onshore South Texas and South Louisiana areas and
offshore in the Gulf of Mexico;

. the Rocky Mountain Division, which includes oil and gas properties
located in the Rocky Mountains area of the United States stretching
from the Canadian border south into northern New Mexico;

. the Permian/Mid-Continent Division, which includes oil and gas
properties located in the United States other than those included in
the Gulf Division and Rocky Mountain Division; and

. Canada, which includes properties in the Western Canadian Sedimentary
Basin in Alberta and British Columbia.

The combined company's proved reserves outside of North America totaled
approximately 256 million barrels of oil equivalent. International activities
are concentrated in three core areas:

. South America, which includes Argentina, Brazil and Venezuela;

. Southeast Asia, which includes Indonesia, China, Malaysia and
Thailand; and

. Azerbaijan.

The combined company also has activities in Congo, Cote d'Ivoire, Egypt,
Gabon, Ghana and Qatar.

In addition to proved oil and gas properties, the combined company had a
substantial inventory of exploration acreage totaling approximately 32.0 million
net acres, including 5.6 million net acres in North America.

1
<PAGE>

Devon Financing Trust II

Devon Financing Trust II is a statutory trust formed under Delaware law
pursuant to its Declaration of Trust, also known as its trust agreement and its
Certificate of Trust filed with the Delaware Secretary of State. We will execute
an amended and restated trust agreement for Devon Financing Trust II, which will
state the terms and conditions for the Devon Financing Trust II to issue and
sell its trust common and trust preferred securities.

Devon owns, directly or indirectly, all the trust common securities, which
have an aggregate liquidation value equal to at least 3% of the total capital of
Devon Financing Trust II. The trust preferred securities will represent the
remaining percentage of Devon Financing Trust II's total capitalization. The
trust common securities will have terms substantially equal to, and will rank
equal in priority of payment with, the trust preferred securities. However, if
Devon defaults on the debt securities owned by Devon Financing Trust II or
another event of default under the trust agreement occurs, then, so long as the
default continues, cash distributions and liquidation, redemption and other
amounts payable or deliverable on the securities of the Trust must be paid or
delivered to holders of the trust preferred securities before the holders of the
trust common securities. Devon Financing Trust II may not borrow money, issue
debt, exchange mortgages or pledge any of its assets. The trust preferred
securities will be guaranteed by Devon as described in this prospectus and the
applicable prospectus supplement.

Devon Financing Trust II exists for the exclusive purpose of:

. issuing the trust common and trust preferred securities representing
undivided beneficial interests in the assets of the Trust;

. investing the gross proceeds of the trust common and trust preferred
securities in Devon's debt securities; and

. engaging only in those other activities necessary or incidental thereto.

Unless otherwise specified in the applicable prospectus supplement, the
following five trustees will conduct Devon Financing Trust II's business and
affairs:

. three of Devon's employees, officers or affiliates, as administrative
trustees;

. The Bank of New York, a New York banking corporation, as property
trustee; and

. The Bank of New York (Delaware), an affiliate of The Bank of New York,
as Delaware trustee.

The Bank of New York also serves as the indenture trustee for purposes of
compliance with the provisions of the Trust Indenture Act of 1939, the guaranty
trustee under Devon's guarantee in favor of the holders of trust preferred
securities and debt trustee under the indenture related to Devon's debt
securities. The property trustee holds title to Devon's debt securities for the
benefit of the holders of the trust common and trust preferred securities. The
property trustee has the power to exercise all rights, powers and privileges
under the indenture as holder of Devon's debt securities. In addition, the
property trustee maintains exclusive control of a segregated, non-interest
bearing bank account to hold all payments made in respect of Devon's debt
securities for the benefit of the holders of the trust common and trust
preferred securities. The property trustee makes payments of distributions and
payments on liquidation, redemption and otherwise to the holders of the trust
common and trust preferred securities out of funds from the bank account. Devon,
as a direct or an indirect holder of all trust common securities, has a right to
appoint, remove or replace any administrative trustee and to increase or
decrease the number of administrative trustees. Devon pays all fees and expenses
related to Devon Financing Trust II and this offering of the trust common and
trust preferred securities.

The rights of the holders of Devon's trust preferred securities, including
economic rights, rights to information and voting rights, are set forth in the
trust agreement and the Delaware Business Trust Act. The trust agreement, the
indenture and the Devon guarantee also incorporate by reference of terms of the
Trust Indenture Act. The trust agreement, the indenture and Devon's guarantee
will be qualified under the Trust Indenture Act.

2
<PAGE>

The Offering

The descriptions of the securities contained in this prospectus, together
with the applicable prospectus supplements, summarize all the material terms and
provisions of the various types of securities that we and Devon Financing Trust
II may offer. The particular terms of the securities offered by any prospectus
supplement will be described in that prospectus supplement. If indicated in the
applicable prospectus supplement, the terms of the securities may differ from
the terms summarized below. The prospectus supplement will also contain
information, where applicable, about material U.S. federal income tax
considerations relating to the securities, and the securities exchange, if any,
on which the securities will be listed.

We may sell from time to time, in one or more offerings, or issue in
connection with any securities exchangeable for our securities:

. common stock and related rights;

. preferred stock;

. debt securities; and/or

. stock purchase agreements for the purchase of common stock or
preferred stock and stock purchase units.

Devon Financing Trust II may offer and sell, from time to time, trust
preferred securities guaranteed by Devon.

In this prospectus, we refer to the common stock and related rights,
preferred stock, debt securities, trust preferred securities guaranteed by Devon
and warrants collectively as "securities."

If we issue securities at a discount from their original stated principal
amount, then, for purpose of calculating the total dollar amount of all
securities issued under this prospectus, we will treat the initial offering
price of the securities as the total original principal amount of the
securities.

Risk Factors

See "Risk Factors," immediately following this summary, for a discussion of
certain factors relating to us and our business. Additional risk factors
relating to the investment in our or Devon Financing Trust II's securities will
be included in supplements to this prospectus.

_________________________

Our and Devon Financing Trust II's principal executive offices are located
at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260. Our and
Devon Financing Trust II's telephone number at that location is (405) 235-3611.

3
<PAGE>

RISK FACTORS

You should carefully consider the following factors, in addition to the
other information contained or incorporated by reference in this prospectus,
before deciding to invest in our and Devon Financing Trust II's securities.

Devon has charter and other provisions that may make it difficult to cause a
change of control

Some provisions of Devon's certificate of incorporation and by-laws and of
the Delaware General Corporation Law, as well as Devon's stockholder rights
plan, may make it difficult for stockholders to cause a change of control of
Devon and replace incumbent management. These provisions include:

. a classified board, the members of which serve staggered three-year
terms and may be removed by stockholders only for cause;

. a prohibition on stockholders calling special meetings and acting
by written consent; and

. rights issued under its rights plan, which would "flip in" if a
hostile bidder acquired 15% of Devon's common stock.

Devon's offshore operations are exposed to the additional risk of tropical
weather disturbances

Some of our production and reserves are located offshore in the Gulf of
Mexico. Operations in this area are subject to tropical weather disturbances.
Some of these disturbances can be severe enough to cause substantial damage to
facilities and possibly interrupt production. In accordance with customary
industry practices, Devon maintains insurance against some, but not all, of
these risks. Losses could occur for uninsurable or uninsured risks or in amounts
in excess of existing insurance coverage. We cannot assure you that Devon will
be able to maintain adequate insurance in the future at rates it considers
reasonable or that any particular types of coverage will be available. An event
that is not fully covered by insurance could have a material adverse effect on
Devon's financial position and results of operations.

We are subject to uncertainties of foreign operations

We have international operations in Argentina, Azerbaijan, Brazil, Canada,
China, Congo, Cote d'Ivoire, Egypt, Gabon, Ghana, Indonesia, Malaysia, Qatar,
Thailand and Venezuela. Local political, economic and other uncertainties may
adversely affect these operations. These uncertainties include:

. the risk of war, general strikes, civil unrest, expropriation,
forced renegotiation or modification of existing contracts, and
import, export and transportation regulations and tariffs;

. taxation policies, including royalty and tax increases and
retroactive tax claims;

. exchange controls, currency fluctuations, devaluation or other
activities that limit or disrupt markets and restrict payments or
the movement of funds, and other uncertainties arising out of
foreign government sovereignty over international operations;

. laws and policies of the United States affecting foreign trade,
taxation and investment;

. the possibility of being subject to the exclusive jurisdiction of
foreign courts in connection with legal disputes and the possible
inability to subject foreign persons to the jurisdiction of courts
in the United States; and

. difficulties in enforcing our rights against a governmental agency
because of the doctrine of sovereign immunity.

4
<PAGE>

We are subject to federal acreage limitations and as a result may be required to
reduce our acreage in Wyoming

Current United States law restricts the amount of federal acreage that can
be controlled by individual parties within each state. This controlled acreage
is considered "chargeable" to individual parties. The current federal limit
within Wyoming is approximately 246,000 chargeable acres. Controlled leasehold
acreage that is part of a federally authorized drilling or production unit is,
however, not considered chargeable acreage for the purposes of this limitation.

As a result of the merger with Santa Fe Snyder, the combined company will
have approximately 443,000 chargeable acres within Wyoming. Assuming that no
changes are made to the current law, the combined company will be required to
reduce its chargeable acreage within 180 days after the merger. The combined
company may petition the Bureau of Land Management for additional time to
restructure its leasehold acreage. However, we cannot assure you that any extra
time would be allowed. Currently there are only two ways available to reduce
the combined company's chargeable acreage. One way is to sell or divest a
portion of our acreage. The other way is to apply to the Bureau of Land
Management to "unitize" a portion of the acreage. If approved, the acreage
included in these federally authorized drilling or production units would not be
counted as chargeable acreage. If we have to sell or divest to reduce our
chargeable acreage in Wyoming, we will have less acreage in Wyoming on which to
drill, which could have a negative impact on future production, cash flow and
earnings.

Devon may incur a tax liability for a prior PennzEnergy transaction as a result
of the 1999 merger of Devon with PennzEnergy.

On August 17, 1999, we completed a merger with PennzEnergy Company. If
PennzEnergy's distribution to its stockholders of the stock of Pennzoil-Quaker
State Company in December 1998 were to be considered part of a plan or series of
related transactions that includes the merger of Devon with PennzEnergy, Devon
would recognize gain under Section 355(e) of the Internal Revenue Code. Devon
believes the distribution and the merger with PennzEnergy should not be
considered part of such a plan or series of related transactions because, among
other things, prior to the distribution neither party contemplated a business
combination with the other and until April 1999 the parties had no discussions
regarding a business combination. However, any transaction within a four-year
period beginning two years before the distribution is presumed to be a part of
such a plan. We cannot assure you we will be able to overcome this presumption.
We currently estimate Devon's potential tax liability upon such transaction at
$16 million in additional tax for 1998 and the elimination of approximately $183
million in net operating loss carryovers.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying prospectus supplement, we
expect to use the net proceeds from the sale of our securities for general
corporate purposes, which may include, among other things:

. the repayment of outstanding indebtedness;

. working capital;

. capital expenditures; and

. acquisitions.

The precise amount and timing of the application of such proceeds will
depend upon our funding requirements and the availability and cost of other
funds. The Devon Financing Trust II will use all proceeds from the sale of
trust common and trust preferred securities to purchase Devon debt securities.

5
<PAGE>

RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS

The ratio of earnings to combined fixed charges and preferred stock
dividends for each of the periods set forth below has been completed on a
consolidated basis and should be read in conjunction with Devon's consolidated
financial statements, including the notes thereto, as restated for the pooling
accounting method of the Santa Fe Snyder merger, filed in a Form 8-K on November
13, 2000 for the three-year period ended December 31, 1999 and Devon's quarterly
report on Form 10-Q for the fiscal quarter ended September 30, 2000.

<TABLE>
<CAPTION>
Nine
Months
Ended
September Year Ended December 31,
--------------------------------------------------------
30, 2000 1999 1998 1997 1996 1995
-------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to combined fixed 5.83 N/A N/A N/A 3.90 1.80
charges and preferred stock dividends....
</TABLE>

In the years 1999, 1998 and 1997, earnings were insufficient to cover
combined fixed charges and preferred stock dividends by $205.3 million, $362.0
million and $346.0 million, respectively.

Our ratios of earnings to fixed charges and our ratios of earnings to
combined fixed charges and preferred stock dividends were computed based on:

. "earnings," which consist of earnings before income taxes, plus
fixed charges;

. "fixed charges," which consist of interest expense, including the
amortization of costs relating to the indebtedness and the
amortization of premiums recorded, deferred effects of changes in
foreign currency exchange rate on long-term debt, distributions on
preferred securities of subsidiary trust, amortization of costs
relating to the offering of the preferred securities of subsidiary
trust, and the estimated portion of rental expense attributable to
interest; and

. "preferred stock dividends," which consist of the amount of pre-tax
earnings required to pay dividends on the outstanding preferred
stock.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of:

. 400,000,000 shares of common stock, par value $0.10 per share,

. 4,500,000 shares of preferred stock, par value $1.00 per share, and

. one share of special voting stock, par value $0.10 per share.

As of November 13, 2000, there were 128,419,959 shares of common stock and
one share of special voting stock issued and outstanding. There are 1,500,000
shares of 6.49% cumulative preferred stock presently issued and outstanding.

6
<PAGE>

Common Stock

Holders of common stock will be entitled to receive dividends out of
legally available funds when and if declared by the Devon board. Subject to the
rights of the holders of any outstanding shares of preferred stock, holders of
shares of common stock will be entitled to cast one vote for each share held of
record on all matters submitted to a vote of stockholders. They will not be
entitled to cumulative voting rights for the election of directors. Except
pursuant to Devon's rights agreement, the shares of common stock have no
preemptive, conversion or other rights to subscribe for or purchase any
securities of Devon. Upon liquidation or dissolution of Devon, the holders of
shares of common stock are entitled to share ratably in any of Devon's assets
that remain after payment or provision for payment to creditors and holders of
preferred stock. All outstanding shares of common stock are fully paid and
nonassessable.

Preferred Stock

The preferred stock may be issued in one or more series. Our board may
establish attributes of any series, including the designation and number of
shares in the series, dividend rates (cumulative or noncumulative), voting
rights, redemptions, conversion or preference rights, and any other rights and
qualifications, preferences and limitations or restrictions on shares of a
series. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of Devon without any vote or action
by the stockholders and may adversely affect the voting and other rights of the
holders of shares of common stock. The specific terms of a particular series of
preferred stock will be described in a certificate of designation relating to
that series.

Series A Junior Participating Preferred Stock. We have designated
1,000,000 shares of preferred stock as series A junior participating preferred
stock in connection with Devon's rights agreement.

6.49% Cumulative Preferred Stock, Series A. Devon issued 1.5 million
shares of 6.49% cumulative preferred stock, series A, to holders of
PennzEnergy's 6.49% cumulative preferred stock, series A. The series A
preferred stock ranks senior to our common stock and our series A junior
participating preferred stock as to payment of dividends and distribution of
assets upon our dissolution, liquidation or winding up. The series A preferred
stock is not convertible into, or exchangeable for, other securities or
property.

The series A preferred stock has a liquidation preference of $100 per
share, plus accrued and unpaid dividends. Holders of the shares are entitled to
receive cumulative cash dividends payable quarterly at an annual rate of $6.49
per share, when, as and if declared by the board. If, prior to 18 months after
the original issuance, the percentage of the dividend received deduction
changes, the amount of each dividend payable will be adjusted by multiplying the
amount of the dividend payable by the factor determined by the following
formula:

1 -.35(1 -.70)
-------------
1 - .35(1 - DRP)

For the purposes of the formula, "DRP" means the dividends received
percentage applicable to the dividend in question. If the dividend received
percentage equals less than 50%, then the DRP will equal 0.50. If dividends are
not paid on the series A preferred stock, cash payments on our common stock and
any other capital stock of Devon that ranks junior to the series A preferred
stock as to dividends are prohibited, and payments on any other capital stock of
Devon that ranks equal to the series A preferred stock as to dividends are
restricted.

Generally, holders of the series A preferred stock do not have any voting
rights. However, if we fail to pay the equivalent of six quarterly dividends
payable on the series A preferred stock or any other stock ranking on a parity
with the series A preferred stock, then we will increase the size of our board
of directors by two members. The holders of the series A preferred stock, along
with the holders of shares of any other series of preferred stock upon which
like voting rights have been conferred, voting as a single class together, will
have the right to vote for the two additional directors. This voting right
continues until we have paid all past dividends on the applicable preferred
stock.

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So long as any shares of any series A preferred stock remain outstanding,
Devon will not, without the affirmative vote of the holders of at least 66 2/3%
of the outstanding shares of series A preferred stock:

. authorize, create or issue any capital stock of Devon ranking, as to
payment of dividends or distribution of assets upon our dissolution,
liquidation, or winding up, prior to the series A preferred stock, or
reclassify any authorized capital stock of Devon into any such shares of
such capital stock or issue any obligation or security convertible into
or evidencing the right to purchase any such shares of capital stock; or

. amend, alter or repeal the certificate of designations for the series A
preferred stock, or the certificate of incorporation of Devon, whether
by merger, consolidation or otherwise, so as to adversely affect the
powers, preferences or special rights of the series A preferred stock.

No adverse effect shall be deemed to result if the series A preferred stock
is converted or exchanged in a merger or consolidation into preferred stock of
the corporation surviving the merger or consolidation or of the corporation
issuing any securities into which common stock is converted or exchanged in the
transaction if the powers, preferences and rights of the preferred stock are not
different in an adverse respect from those of the series A preferred stock.
Similarly, any increase in the amount of authorized common stock, preference
common stock or preferred stock, or any increase or decrease in the number of
shares of any series of preference common stock or preferred stock or the
authorization, creation and issuance of other classes or series of common stock
or other stock, in each case ranking on a parity with or junior to the shares of
series A preferred stock with respect to the payment of dividends and
distributions upon dissolution, liquidation or winding up, shall not be deemed
to adversely affect the powers, preferences or special rights of the series A
preferred stock.

Devon has the option to redeem the series A preferred stock on or after
June 2, 2008, in whole or in part, at a redemption price of $100 per share, plus
accrued and unpaid dividends to the redemption date. If full cumulative
dividends for prior dividend periods of the series A preferred stock have not
been paid or set apart for payment, then the series A preferred stock may not be
redeemed in part and we may not purchase or acquire any shares of the series A
preferred stock otherwise than pursuant to a purchase or exchange offer made on
the same terms to all holders of series A preferred stock.

Special Voting Stock

One share of special voting stock, par value $0.10 per share, is authorized
for issuance by Devon and is outstanding. Except as otherwise required by law or
Devon's certificate of incorporation, the special voting share possesses a
number of votes equal to the number of outstanding exchangeable shares, from
time to time, not owned by Devon or any entity controlled by Devon for all
matters submitted to a vote of our stockholders. The holders of shares of common
stock and the holder of the special voting share will vote together as a single
class on all matters. In the event of a liquidation event, all outstanding
exchangeable shares will automatically be exchanged for shares of Devon common
stock, and the holder of the special voting share will not be entitled to
receive any assets of Devon available for distribution to our stockholders. The
holder of the special voting share is not entitled to receive dividends.
However, the holders of the related exchangeable shares are entitled to receive
dividends, which are the same as dividends declared on Devon's common stock.
When the special voting share has no votes attached to it because there are no
exchangeable shares outstanding not owned by Devon or an entity controlled by
Devon, the special voting share will be canceled. Our wholly-owned subsidiary,
Northstar Energy Corporation, has 3,989,255 exchangeable shares outstanding.

Anti-takeover and Other Provisions

Rights Agreement. Under our rights agreement, holders of shares of common
stock have one right for each share of common stock that they hold. The
certificates representing outstanding shares of common stock also evidence one
right for each share. Initially, the rights trade with the shares of common
stock. Holders of exchangeable shares will receive one right with each share of
common stock they receive upon exchange of their exchangeable shares. If events
generally associated with an unsolicited takeover attempt of Devon or
transactions involving a change of control occur, including an acquisition or a
tender or exchange offer that would result in a

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bidder acquiring 15% or more of Devon's voting securities, the rights will be
distributed, will become exercisable and will trade separately from the shares
of common stock.

The rights will have anti-takeover effects. They will cause substantial
dilution to any person or group that attempts to acquire Devon in a manner that
causes the rights to become exercisable. We believe, however, that the rights
should not affect any prospective offeror willing to negotiate with the Devon
board or interfere with any merger or other business combination approved by the
Devon board. The Devon board may redeem the rights for $0.01 per right. The
Devon board may amend the terms of the rights agreement without the consent of
the Devon stockholders or the holders of the rights.

Classified Board. Our Certificate of Incorporation and Bylaws contain
provisions for a staggered board of directors with only one-third of the board
standing for election each year. Shareholders may only remove directors for
cause. A staggered board makes it more difficult for shareholders to change the
majority of directors.

DESCRIPTION OF UNDESIGNATED PREFERRED STOCK

This summary of the undesignated preferred stock discusses terms and
conditions that we expect will apply to all series of the preferred stock that
may be offered under this prospectus. The applicable prospectus supplement will
describe the particular terms of each series of preferred stock actually
offered. If indicated in the prospectus supplement, the terms of any series may
differ from the terms described below.

The following description, together with the applicable prospectus
supplements, summarizes all the material terms and provisions of any preferred
stock being offered by this prospectus. It does not restate the terms and
provisions in their entirety. We urge you to read our charter and any applicable
certificate of designation that we may file because they, and not this
description, define the rights of any holders of preferred stock. We have
incorporated by reference our charter as an exhibit to the registration
statement that includes this prospectus. We will incorporate by reference as an
exhibit to the registration statement the form of any certificate of designation
before the additional issuance of any series of preferred stock.

We expect the prospectus supplement for any preferred stock that we
actually offer pursuant to this prospectus to include some or all of the
following terms:

. the designation of the series of preferred stock;

. the number of shares of preferred stock offered, the liquidation
preference per share and the offering price of the preferred stock;

. the dividend rate or rates of the shares, the method or methods of
calculating the dividend rate or rates, the dates on which
dividends, if declared, will be payable, and whether or not the
dividends are to be cumulative and, if cumulative, the date or
dates from which dividends shall be cumulative;

. the amounts payable on shares of the preferred stock in the event
of our voluntary or involuntary liquidation, dissolution or winding
up;

. the redemption rights and price or prices, if any, for the shares
of preferred stock;

. the terms, and the amount, of any sinking fund or analogous fund
providing for the purchase or redemption of the shares of preferred
stock;

. any restrictions on our ability to make payments on any of our
capital stock if dividend or other payments are not made on the
preferred stock;

. any voting rights granted to the holders of the shares of preferred
stock in addition to those required by Delaware law or our
certificate of incorporation;

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. whether the shares of preferred stock will be convertible into
shares of our common stock or any other class of our capital stock,
and, if convertible, the conversion price or prices, and any
adjustment or other terms and conditions upon which the conversion
shall be made;

. whether we have elected to offer depositary shares with respect to
the series of preferred stock;

. any other rights, preferences, restrictions, limitations or
conditions relative to the shares of preferred stock permitted by
Delaware law or our certificate of incorporation;

. any listing of the preferred stock on any securities exchange; and

. the federal income tax considerations applicable to the preferred
stock.

Subject to our charter and to any limitations imposed by any then-
outstanding preferred stock, we may issue additional series of preferred stock,
at any time or from time to time, with such powers, preferences, rights and
qualifications, limitations or restrictions as our board of directors
determines, and without further action of the stockholders, including holders of
our then outstanding preferred stock, if any.

DESCRIPTION OF DEBT SECURITIES

The following description, together with any applicable prospectus
supplement, summarizes all the material terms and provisions of the debt
securities that we may offer under this prospectus and the related trust
indenture. We will issue the debt securities under an indenture between us and a
trustee. The indenture will contain additional important terms and provisions
and will be filed as an exhibit to the registration statement that includes this
prospectus.

This summary of the indenture and the debt securities relates to terms and
conditions applicable to the debt securities generally. The particular terms of
any series of debt securities will be summarized in the applicable prospectus
supplement. If indicated in the prospectus supplement, the terms of any series
may differ from the terms summarized below.

The indenture will not limit the amount of debt securities we may issue
under it, and will provide that additional debt securities of any series may be
issued up to the aggregate principal amount that we authorize from time to time.
We may also issue debt securities pursuant to the indenture in transactions that
are exempt from the registration requirements of securities laws. We will not
consider those debt securities in determining the aggregate amount of securities
issued under this prospectus.

Unless otherwise indicated in the applicable prospectus supplement, we will
issue the debt securities in denominations of $1,000 or integral multiples of
$1,000.

Principal and any premium and interest in respect to the debt securities
will be payable, and the debt securities will be transferable, at the corporate
trust office of the trustee, unless we specify otherwise in the applicable
prospectus supplement. At our option, however, we may pay interest by mailing
checks to the registered holders of the debt securities at their registered
addresses.

We will describe special U.S. federal income tax and other considerations
relating to debt securities denominated in foreign currencies or units of two or
more foreign currencies in the applicable prospectus supplement.

Unless we specify otherwise in the applicable prospectus supplement, the
covenants contained in the indenture and the debt securities will not provide
special protection to holders of debt securities if we enter into a highly
leveraged transaction, recapitalization or restructuring.

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General

The prospectus supplement relating to the particular series of debt
securities being offered will specify the amounts, prices and terms of those
debt securities. These terms may include:

. the designation, aggregate principal amount and authorized
denominations of the debt securities;

. the date or dates on which the debt securities will mature;

. the percentage of the principal amount at which the debt securities
will be issued;

. the date on which the principal of the debt securities will be
payable;

. whether the debt securities will be issued as registered
securities, bearer securities or a combination of the two;

. whether the debt securities will be issued in the form of one or
more global securities and whether such global securities will be
issued in a temporary global form or permanent global form;

. the currency or currencies or currency unit or units of two or more
currencies in which debt securities are denominated, for which they
may be purchased, and in which principal and any premium and
interest is payable;

. if the currency or currencies or currency unit or units for which
debt securities may be purchased or in which principal and any
premium interest may be paid is at our election or at the election
of a purchaser, the manner in which an election may be made and its
terms;

. the annual rate or rates, which may be fixed or variable, or the
method of determining the rate or rates at which the debt
securities will bear any interest, whether by remarketing, auction,
formula or otherwise;

. the date or dates from which any interest will accrue and the date
or dates on which such interest will be payable;

. a description of any provisions providing for redemption, exchange
or conversion of the debt securities at our option, at holder's
option or otherwise, and the terms and provisions of such a
redemption, exchange or conversion;

. information with respect to book-entry procedures relating to
global debt securities;

. any sinking fund terms;

. whether and under what circumstances we will pay "additional
amounts," as defined in the indenture, on the debt securities to
any holder; the term "interest," as used in this prospectus,
includes any additional amounts;

. any events of default or covenants of Devon with respect to the
debt securities of a certain series that are different from those
described in this prospectus;

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. whether and under what circumstances any covenants in the indenture
shall be subject to covenant defeasance;

. any deletions from, or modifications or additions to, the
provisions of the indenture relating to satisfaction and discharge
in respect of the debt securities;

. any index or other method used to determine the amount of payments
of principal of and any premium and interest on the debt
securities; and

. any other specific terms of the debt securities.

We are not obligated to issue all debt securities of any one series at the
same time. The debt securities of any one series may not bear interest at the
same rate or mature on the same date.

If we sell any of the debt securities for foreign currencies or foreign
currency units or if the principal of, or any premium or interest on, any series
of debt securities is payable in foreign currencies or foreign currency units,
we will describe the restrictions, elections, tax consequences, specific terms
and other information with respect to those debt securities and such foreign and
other information with respect to those debt securities and such foreign
currencies or foreign currency units in the applicable prospectus supplement.

Except as may be described in the applicable prospectus supplement, the
indenture will not limit our ability to incur indebtedness or afford holders of
debt securities protection in the event of a decline in our credit quality or if
we are involved in a takeover, recapitalization or highly leveraged or similar
transaction. The prospectus supplement relating to the particular series of debt
securities, to the extent not otherwise described in this prospectus, will
include any information with respect to any deletions from, modifications of or
additions to the covenants or events of default described below and contained in
the indenture, including any addition of a covenant or other provision providing
event risk or similar protection.

Unless otherwise indicated in the applicable prospectus supplement, our
obligation to pay the principal of, and any premium and interest on, the senior
debt securities will be unsecured and will rank equally with all of our other
unsecured unsubordinated indebtedness.

Interest Rates and Discounts

The debt securities will earn interest at a fixed or floating rate or rates
for the period or periods of time specified in the applicable prospectus
supplement. Unless otherwise specified in the applicable prospectus supplement,
the debt securities will bear interest on the basis of a 360-day year consisting
of twelve 30-day months.

We may sell debt securities at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate that at the time of
issuance is below market rates. We will describe federal income tax
consequences and special considerations that apply to any series in the
applicable prospectus supplement.

Exchange, Registration and Transfer

Unless otherwise specified, debt securities of any series will be
exchangeable for other debt securities of the same series and of like aggregate
principal amount and tenor in different authorized denominations.
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You may present debt securities for registration of transfer, together with
a duly executed form of transfer, at the office of the security registrar or at
the office of any transfer agent designated by us for that purpose with respect
to any series of debt securities and referred to in the applicable prospectus
supplement. This may be done without service charge but upon payment of any
taxes and other governmental charges as described in the indenture. The security
registrar or the transfer agent will effect the transfer or exchange upon being
satisfied with the documents of title and identity of the person making the
request. If a prospectus supplement refers to any transfer agents initially
designated by us with respect to any series of debt securities in addition to
the security registrar, we may at any time rescind the designation of any of
those transfer agents or approve a change in the location through which any of
those transfer agents acts. We may at any time designate additional transfer
agents with respect to any series of debt securities.

In the event of any redemption, we will not be required to:

. execute, register the transfer of or exchange debt securities of
any series during a period beginning at the opening of business
15 days before any selection of debt securities of that series to
be redeemed and ending at the close of business on the day of
mailing of the relevant notice of redemption; or

. execute, register the transfer of or exchange any debt security,
or portion thereof, called for redemption, except the unredeemed
portion of any debt security being redeemed in part.

Payment and Paying Agents

Unless we specify otherwise in the applicable prospectus supplement, we
will pay the principal of, and any premium and interest on, debt securities at
the office of the paying agent or paying agents that we designate at various
times. However, at our option, we may make interest payments by check mailed to
the address, as it appears in the security register, of the person entitled to
the payments. Unless we specify otherwise in the applicable prospectus
supplement, we will make payment of any installment of interest on debt
securities to the person in whose name that debt security is registered at the
close of business on the regular record date for such interest.

Unless we specify otherwise in the applicable prospectus supplement, the
Corporate Trust Office of the trustee in New York, New York, will be designated:

. as our sole paying agent for payments with respect to debt
securities that are issuable solely as registered securities; and

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. as our paying agent in New York, New York, for payments with
respect to debt securities, subject to the limitation described
above in the case of bearer securities, that are issuable solely
as bearer securities or as both registered securities and bearer
securities.

We will name any paying agents outside the United States and any other
paying agents in the United States initially designated by us for the debt
securities in the applicable prospectus supplement. We may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts.
However, if debt securities of a series are issuable solely as registered
securities, we will be required to maintain a paying agent in each place of
payment for that series.

All monies we pay to a paying agent for the payment of principal of, and
any premium or interest on, any debt security or coupon that remains unclaimed
at the end of two years after becoming due and payable will be repaid to us.
After that time, the holder of the debt security or coupon will look only to us
for payments out of those repaid amounts.

Global Securities

The debt securities of a series may be issued in whole or in part in the
form of one or more global certificates that we will deposit with a depository
identified in the applicable prospectus supplement. Global securities may be
issued in either registered or bearer form and in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for the individual
debt securities it represents, a global security may not be transferred except
as a whole:

. by the applicable depositary to a nominee of the depositary;

. by any nominee to the depositary itself or another nominee; or

. by the depositary or any nominee to a successor depositary or any
nominee of the successor.

We will describe the specific terms of the depositary arrangement with
respect to a series of debt securities in the applicable prospectus supplement.
We anticipate that the following provisions will generally apply to depositary
arrangements.

When we issue a global security in registered form, the depositary for the
global security or its nominee will credit, on its book-entry registration and
transfer system, the respective principal amounts of the individual debt
securities represented by that global security to the accounts of participants
that have accounts with the depositary. Those accounts will be designated by
the dealers, underwriters or agents with respect to the underlying debt
securities or by us if those debt securities are offered and sold directly by
us. Ownership of beneficial interests in a global security will be limited to
participants or persons that may hold interests through participants. For
interests of participants, ownership of beneficial interests in the global
security will be shown on records maintained by the applicable depositary or its
nominee. For interests of persons other than participants, that ownership
information will be shown on the records of participants. Transfer of that
ownership will be effected only through those records.

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The laws of some states require that certain purchasers of securities take
physical delivery of securities in definitive form. These limits and laws may
impair your ability to transfer beneficial interests in a global security.

As long as the depositary for a global security, or its nominee, is the
registered owner of that global security, the depositary or nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interests in a global security:

. will not be entitled to have any of the underlying debt
securities registered in their names;

. will not receive or be entitled to receive physical delivery of
any of the underlying debt securities in definitive form; and

. will not be considered the owners or holders under the indenture
relating to those debt securities.

We will make payments of principal of, and any premium and interest on,
individual debt securities represented by a global security registered in the
name of a depositary or its nominee to the depositary or its nominee as the
registered owner of the global security representing such debt securities.
Neither we, the trustee, any paying agent nor the registrar for the debt
securities will be responsible for any aspect of the records relating to or
payments made by the depositary or any participants on account of beneficial
interests of the global security.

We expect that the depositary or its nominee, upon receipt of any payment
of principal, premium or interest relating to a permanent global security
representing any series of debt securities, immediately will credit
participants' accounts with the payments. Those payments will be credited in
amounts proportional to the respective beneficial interests of the participants
in the principal amount of the global security as shown on the records of the
depositary or its nominee. We also expect that payments by participants to
owners of beneficial interests in the global security held through those
participants will be governed by standing instructions and customary practices.
This is now the case with securities held for the accounts of customers in
bearer form or registered in "street name." Those payments will be the sole
responsibility of those participants.

If the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and we do not appoint a successor
depositary within 90 days, we will issue individual debt securities of that
series in exchange for the global security or securities representing that
series. In addition, we may at any time in our sole discretion determine not to
have any debt securities of a series represented by one or more global
securities. In that event, we will issue individual debt securities of that
series in exchange for the global security or securities. Further, if we
specify, an owner of a beneficial interest in a global security may, on terms
acceptable to us, the trustee and the applicable depositary, receive individual
debt securities of that series in exchange for those beneficial interests. The
foregoing is subject to any limitations described in the applicable prospectus
supplement. In that instance, the owner of the beneficial interest will be
entitled to physical delivery of individual debt securities equal in principal
amount to the beneficial interest and to have the debt securities registered in
its name. Those individual debt securities will be issued in denominations,
unless we specify otherwise, of $1,000 or integral multiples of $1,000.

For a description of the depositary arrangements for global securities held
by The Depository Trust Company, also known as DTC, see "Book-Entry Securities."

Events of Default

Unless otherwise specified in the applicable prospectus supplement, any one
of the following events will constitute an "event of default" under the
indenture with respect to the debt securities of any series issued under the
indenture:

. if we fail to pay any interest on any debt security of that
series when due, and the failure continues for 30 days;

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. if we fail to pay principal of or any premium on the debt
securities of that series when due and payable, either at
maturity or otherwise;

. if we fail to perform or we breach any of our other covenants or
warranties in the applicable indenture or in the debt securities
of that series, other than a covenant or warranty included in the
applicable indenture solely for the benefit of a series of
securities other than the debt securities of that series, and
that breach of failure continues for 60 days (subject to
extension under certain circumstances for another 120 days) after
written notice as provided in the applicable indenture;

. certain events of bankruptcy, insolvency or reorganization
involving us or certain of our subsidiaries; and

. any other event of default provided with respect to the debt
securities of that series.

If an event of default with respect to the debt securities of any series,
other than an event of default described in the item above pertaining to certain
events of bankruptcy, insolvency or reorganization, occurs and is continuing,
either the trustee or the holders of at least 25% in aggregate principal amount
of the outstanding debt securities of that series may declare the principal
amount of, and any premium and interest on, the debt securities of that series
to be due and payable immediately. At any time after a declaration of
acceleration has been made, but before a judgment or decree for payment of money
has been obtained by the trustee, and subject to applicable law and certain
other provisions of the applicable indenture, the holders of a majority in
aggregate principal amount of the debt securities of that series may, under
certain circumstances, rescind and annul such acceleration. If an event of
default occurs due to default in the performance of any other of the covenants
and warranties applicable to all outstanding debt securities or pertaining to
certain events of bankruptcy, insolvency or reorganization, and the event of
default is continuing, either the trustee or the holders of not less than 25% in
principal amount of all debt securities then outstanding (considered as one
class), may declare the principal amount of, and any premium and interest on,
all debt securities to be due and payable immediately. There is no automatic
acceleration, even in the event of our bankruptcy, insolvency or reorganization.

Within 90 days after the occurrence of any event of default under the
indenture with respect to the debt securities of any series issued under that
indenture, the trustee must transmit notice of the event of default to the
holders of the debt securities of that series unless the event of default has
been cured or waived. The trustee may withhold the notice, however, except in
the case of a payment default, if and so long as the board of directors, the
executive committee or a trust committee of directors or responsible officers of
the trustee has in good faith determined that the withholding of the notice is
in the interest of the holders of debt securities of that series.

If an event of default occurs and is continuing with respect to the debt
securities of any series, the trustee may in its discretion proceed to protect
and enforce its rights and the rights of the holders of debt securities of that
series by all appropriate judicial proceedings.

Subject to the duty of the trustee during any default to act with the
required standard of care, the trustee is under no obligation to exercise any of
its rights or powers under the indenture at the request or direction of any of
the holders of debt securities issued under that indenture, unless the holders
offer the trustee reasonable indemnity. Subject to indemnifying the trustee,
and subject to applicable law and certain other provisions of the indenture, the
holders of a majority in aggregate principal amount of the outstanding debt
securities of a series issued under that indenture may direct the time, method
and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with respect to the
debt securities of that series.

Defeasance

Unless the applicable prospectus supplement provides otherwise, any debt
securities, or portion of the principal amount of the debt securities, will be
deemed to have been paid for purposes of the applicable indenture, and, at our
election, our entire indebtedness with respect to the debt securities, or
portion thereof, will be deemed to have been satisfied and discharged, if: we
have irrevocably deposited with the trustee or any paying agent other than us,
in trust money, certain eligible obligations, as defined in the applicable
indenture, or a combination of the two, sufficient to pay principal of and any
premium and interest due and to become due on the debt securities or portions
thereof. For more information, see Section 701 of the form of debt securities
indenture.

The applicable prospectus supplement will describe, if applicable, our
ability to be released from any of our covenant obligations under the
indentures.

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Modification and Waiver

The trustee and we may, without the consent of holders, modify or waive
provisions of each indenture for certain purposes, including, among other
things, curing ambiguities and maintaining the qualification of the applicable
indenture under the Trust Indenture Act. The trustee and we may modify or waive
certain provisions of each indenture with the consent of the holders of not less
than a majority in total principal amount of the debt securities of each series
issued under that indenture affected by the modification or waiver. However,
the provisions of any indenture may not be waived or modified without the
consent of the holders of each debt security affected thereby if the
modification or waiver would:

. change the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security
issued under that indenture;

. reduce the principal amount of, or interest on, any debt security
issued under the indenture, or change the method of calculating
the interest on, or reduce any premium payable upon the
redemption of, any such debt security;

. change the coin or currency in which any debt security issued
under that indenture or any premium or any interest on that debt
security or any additional amounts with respect to that debt
security is payable;

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. impair the right to institute suit for the enforcement of any
payment on or after the stated maturity of any debt securities
issued under that indenture or, in the case of redemption, on or
after the redemption date;

. reduce the percentage and principal amount of the outstanding
debt securities, the consent of the holders of which is required
under that indenture in order to take certain actions;

. modify any of the provisions of Sections 1202, 607 and 813 of the
form of debt securities indenture relating to modifying the
indenture, waiving certain covenants and waiving past defaults,
respectively.

The holders of at least a majority in aggregate principal amount of
outstanding debt securities of any series issued under an indenture may, on
behalf of the holders of all debt securities of that series, waive our
compliance with certain restrictive provisions of that indenture. The holders of
not less than a majority in aggregate principal amount of debt securities of any
series issued under one of the indentures may, on behalf of all holders of debt
securities of that series, waive any past default and its consequences under
that indenture with respect to the debt securities of that series, except:

. a payment default with respect to debt securities of that series;
or

. a default of a covenant or provision of that indenture that
cannot be modified or amended without the consent of the holder
of the debt securities of that series.

Consolidation, Merger and Sale of Assets

We may not consolidate with or merge into, or convey, transfer or lease our
properties and assets substantially as an entirety to, any person (as defined in
the form of debt securities indenture) unless:

. the corporation formed by the consolidation or into which we are
merged, or the person which acquires by conveyance or transfer,
or which leases, substantially all of our properties and assets,

(a) is organized and validly existing under the laws of any
domestic jurisdiction; and

(b) expressly assumes our obligations on the debt
securities and under the applicable indenture;

. immediately after the transaction becomes effective, no event of
default, and no event that would become an event of default, will
have occurred and be continuing;

. we have delivered to the trustee an officer's certificate and
opinion of counsel as provided in the applicable indentures.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

The following applies only in the event Devon Financing Trust II holds debt
securities.

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To the extent that any action under any debt securities held by Devon
Financing Trust II is entitled to be taken by the holders of at least a
specified percentage of those debt securities, and unless otherwise specified in
the applicable prospectus supplement, holders of the trust preferred securities
issued by Devon Financing Trust II may take action if the action is not taken by
the property trustee of Devon Financing Trust II. Notwithstanding the foregoing,
if an event of default under those debt securities has occurred and is
continuing and is attributable either to:

. the failure of Devon to pay the principal of, or any premium or
interest on, those debt securities on the due date; or

. the failure by Devon to deliver the required securities or other
rights upon an appropriate conversion or exchange right election, if
any,

. and an event of default has occurred and is continuing under the
applicable trust agreement, a holder of the related trust preferred
securities may institute a direct action.

A "direct action" is a legal proceeding directly against Devon for
enforcement of payment to the holder of trust preferred securities issued by
Devon Financing Trust II of the principal of or any premium or interest on the
debt securities held by that trust having a principal amount equal to the
liquidation amount of those trust preferred securities held by that holder or
for enforcement of any conversion or exchange rights, as the case may be. Devon
may not amend an indenture to remove the foregoing right to bring a direct
action without the prior written consent of the holders of all of the trust
preferred securities outstanding that have an interest in the related debt
securities. Notwithstanding any payments made to a holder of trust preferred
securities by Devon in connection with a direct action, Devon will remain
obligated to pay the principal of, and any premium and interest on, the related
debt securities, and Devon will be subrogated to the rights of the holders of
those trust preferred securities with respect to payments on the trust preferred
securities to the extent of any payments made by Devon to the holder in any
direct action.

The holders of the trust preferred securities will not be able to exercise
directly any remedies, other than those set forth in the preceding paragraph,
available to the holders of the related debt securities unless an event of
default has occurred and is continuing under the applicable trust agreement. See
"Description of Trust Preferred Securities -- Events of Default; Notice" below.

DESCRIPTION OF TRUST PREFERRED SECURITIES

Devon Financing Trust II will issue under its trust agreement only one
series of trust preferred securities, which will represent beneficial interests
in Devon Financing Trust II. The trust agreement is subject to, and governed by,
the Trust Indenture Act. This summary of certain terms and provisions of the
trust preferred securities and the trust agreement is subject to, and is
qualified in its entirety by reference to, all of the provisions of the trust
preferred securities and the trust agreement, including the definitions of
certain terms, and those made a part of the trust agreement by the Trust
Indenture Act. A form of trust agreement is, and the terms and conditions of
trust securities and forms thereof will be, filed as exhibits to the
registration statement that includes this prospectus.

Devon Financing Trust II will describe the specific terms of the trust
preferred securities it is offering in the applicable prospectus supplement,
including:

. the designation, number and purchase price and liquidation amount, if
any, of the trust preferred securities;

. the annual distribution rate, or method of calculation of the
distribution rate, for the trust preferred securities and, if
applicable, any interest deferral provisions;

. whether the distributions on the trust preferred securities will be
cumulative and, if so, the dates from which and upon which
distributions will accumulate and be payable and the record dates;

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<PAGE>

. the liquidation amount per trust preferred security that will be paid
out of the assets of Devon Financing Trust II to the holders upon
voluntary or involuntary dissolution, winding-up and liquidation;

. the obligation or right, if any, of Devon Financing Trust II to
purchase or redeem its trust preferred securities, whether pursuant to
a sinking fund or otherwise, and the price or prices at which, the
date or dates on which or period or periods within which and the terms
and conditions upon which, it will or may purchase or redeem, in whole
or in part, the trust preferred securities pursuant to its obligation
or right to purchase or redeem;

. the terms and conditions, if any, upon which the trust preferred
securities may be converted or exchanged, in addition to the
circumstances described herein, into other securities or rights, or a
combination of the foregoing;

. the obligation or right, if any, of Devon, Devon Financing Trust II or
any other party to liquidate Devon Financing Trust II and any terms
and conditions of such liquidation;

. the voting rights, if any, of the holders;

. if applicable, any securities exchange upon which the trust preferred
securities will be listed;

. if applicable, a description of any remarketing, auction or other
similar arrangements;

. whether the trust preferred securities are issuable in book-entry only
form and, if so, the identity of the depositary and disclosure
relating to the depositary arrangements; and

. any other rights, preferences, privileges, limitations or restrictions
of the trust preferred securities consistent with the trust agreement
or with applicable law, which may differ from those described herein.

Devon Financing Trust II will also describe certain material United States
federal income tax considerations applicable to any offering of trust preferred
securities in the applicable prospectus supplement.

If indicated in the applicable prospectus supplement, the terms of Devon
Financing Trust II may differ from the terms summarized below.

General

The trust preferred securities of Devon Financing Trust II will rank
equally, and Devon Financing Trust II will make payments on the trust preferred
securities proportionately with the trust common securities of Devon Financing
Trust II except as described under "-- Subordination of Trust Common
Securities." Devon Financing Trust II will use the proceeds from the sale of
trust preferred securities and trust common securities to purchase a total
principal amount of debt securities of Devon equal to the total liquidation
amount of such trust preferred securities and trust common securities. The
property trustee of Devon Financing Trust II will hold legal title to the debt
securities for the benefit of the holders of the related trust securities. In
addition, Devon will execute a guarantee for the benefit of the holders of the
related trust preferred securities. The guarantees will not guarantee payment of
distributions or amounts payable on redemption of the trust preferred securities
or liquidation of Devon Financing Trust II when the trust does not have funds
legally available for payment. See "Description of Trust Preferred Securities
Guarantees."

The revenue of Devon Financing Trust II available for distribution to
holders of its trust preferred securities will be limited to payments under the
related debt securities that Devon Financing Trust II purchased with the
proceeds from the sale of its trust securities. If Devon fails to make a
required payment in respect of those debt

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<PAGE>

securities, Devon Financing Trust II will not have sufficient funds to make the
related payments, including distributions, in respect of its trust preferred
securities.

Subordination of Trust Common Securities

Devon Financing Trust II will pay distributions on, and the applicable
redemption price of, the trust securities it issues equally among its trust
preferred securities and its trust common securities based on their respective
liquidation amounts; provided, however, if on any distribution date or
redemption date an event of default under the debt securities held by Devon
Financing Trust II has occurred and is continuing, Devon Financing Trust II will
not pay any distribution on, or applicable redemption price of, any of its trust
common securities, and will not make any other payment on account of the
redemption, liquidation or other acquisition of the trust common securities,
unless payment in full in cash of all accumulated distributions on all of the
outstanding trust preferred securities of Devon Financing Trust II for all
distribution periods terminating on or before the redemption, liquidation or
other acquisition, or in the case of payment of the applicable redemption price,
the full amount of the redemption price, will have been made or provided for.
The property trustee will apply all available funds first to the payment in full
in cash of all distributions on, or the applicable redemption price of, the
trust preferred securities issued by Devon Financing Trust II then due and
payable.

Until any event of default under the trust agreement for Devon Financing
Trust II has been cured, waived or otherwise eliminated, the property trustee
will act solely on behalf of the holders of the trust preferred securities of
Devon Financing Trust II and not on behalf of Devon as the direct or indirect
trust common securities owner, and only the holders of the trust preferred
securities issued by Devon Financing Trust II will have the right to direct the
property trustee to act on their behalf.

Events of Default; Notice

The occurrence of an event of default under the debt securities held by
Devon Financing Trust II will constitute an event of default under the trust
agreement for Devon Financing Trust II. Within 90 business days after the
occurrence of an event of default actually known to the property trustee, the
property trustee will transmit notice of that event of default to the holders of
the trust preferred securities of Devon Financing Trust II, unless the event of
default shall have been cured or waived.

For a discussion of the limited circumstances in which holders of trust
preferred securities may bring a direct action against Devon, see "Description
Of Debt Securities -- Enforcement of Certain Rights by Holders of Trust
Preferred Securities." The applicable prospectus supplement may describe
additional events of default under the trust agreement.

Removal of Trustees

Unless an event of default under the debt securities held by Devon
Financing Trust II has occurred and is continuing, Devon, as the direct or
indirect owner of trust common securities of Devon Financing Trust II, may
remove the property trustee, the Delaware trustee and the administrative
trustees at any time prior to the issuance of any securities. If an event of
default under the debt securities held by Devon Financing Trust II has occurred
and is continuing, only the holders of a majority in liquidation amount of the
outstanding trust preferred securities of Devon Financing Trust II may remove
and replace the property trustee and the Delaware trustee for Devon Financing
Trust II at such time. In no event will the holders of the trust preferred
securities have the right to vote to appoint, remove or replace the
administrative trustees, which voting rights are vested exclusively in Devon as
the direct or indirect trust common securities owner. No resignation or removal
of a trustee, and no appointment of a successor trustee, will be effective until
the acceptance of appointment by the successor trustee in accordance with the
provisions of the applicable trust agreement.

Merger or Consolidation of Property or Delaware Trustees

Any corporation or other person into which the property trustee or the
Delaware trustee may be merged or converted or with which it may be
consolidated, or any corporation or other person resulting from any merger,
conversion or consolidation to which the property trustee or the Delaware
trustee will be a party, or any corporation

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<PAGE>

succeeding to all or substantially all the corporate trust business of the
property trustee or the Delaware trustee, will be the successor of the property
trustee or the Delaware trustee under the trust agreement, provided that the
corporation or other person will be otherwise qualified and eligible.

Mergers, Conversions, Consolidations, Amalgamations or Replacements of Devon
Financing Trust II

Devon Financing Trust II may not merge with or into, convert into,
consolidate, amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets in their entirety or substantially in their entirety to
any corporation or other person, except for the sole purpose of changing its
domicile and as described below or as otherwise described in the applicable
prospectus supplement. Devon Financing Trust II may, at the request of Devon, as
sponsor, with the consent of the administrative trustees but without the consent
of the holders of its trust preferred securities, merge with or into, convert
into, consolidate, amalgamate, or be replaced by or convey, transfer or lease
its properties and assets in their entirety or substantially in their entirety
to a trust organized as such under the laws of any state of the United States;
provided, that:

. the successor entity either:

. expressly assumes all of the obligations of Devon Financing Trust
II with respect to the trust securities of Devon Financing Trust
II, or

. substitutes for the trust securities of Devon Financing Trust II
other securities having substantially the same terms as those
trust securities, so long as the successor securities rank the
same as the trust securities with respect to distributions and
payments upon liquidation, redemption and otherwise;

. Devon expressly appoints a trustee of the successor entity possessing
substantially the same powers and duties as the property trustee with
respect to the debt securities held by Devon Financing Trust II;

. the merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the trust securities,
including any successor securities, of Devon Financing Trust II or the
debt securities held by Devon Financing Trust II to be downgraded or
placed under surveillance or review by any nationally recognized
statistical rating organization;

. the merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the trust securities,
including any successor securities, of Devon Financing Trust II in any
material respect, other than any dilution of the holders' interests in
the new entity;

. the successor entity has a purpose substantially identical to that of
Devon Financing Trust II;

. prior to the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, Devon has received an
opinion from independent counsel to Devon Financing Trust II
experienced in these matters to the effect that:

. the merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the holders of the trust
securities, including any successor securities, of Devon
Financing Trust II in any material respect, other than any
dilution of the holders' interests in the new entity,

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<PAGE>

. following the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither Devon
Financing Trust II nor the successor entity, if any, will be
required to register as an investment company under the
Investment Company Act of 1940, as amended, and

. following the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, Devon Financing Trust
II or the successor entity, as the case may be, will continue to
be classified a grantor trust for United States federal income
tax purposes;

. Devon or any permitted successor or assignee directly or indirectly
owns all of the common securities of the successor entity and
guarantees the obligations of the successor entity under the successor
securities at least to the extent provided by the applicable
guarantee; and

. the property trustee has received our officer's certificate and an
opinion of counsel, each to the effect that all conditions precedent
to the transaction as set forth in the trust agreement have been
satisfied.

Voting Rights; Amendment of Trust Agreement

Except as provided below and under "-- Mergers, Conversions,
Consolidations, Amalgamations or Replacements of Devon Financing Trust II" and
"Description of Trust Preferred Securities Guarantees -- Amendments and
Assignment" and as otherwise required by law and the trust agreement or
specified in the applicable prospectus supplement, the holders of trust
preferred securities will have no voting rights.

Devon, the property trustee, the Delaware trustee and the administrative
trustees may amend from time to time the trust agreement for Devon Financing
Trust II, without the consent of the holders of the trust securities of Devon
Financing Trust II,

. to cure any ambiguity, correct or supplement any provisions in the
trust agreement that may be inconsistent with any other provision;

. to add to the covenants, restrictions or obligations of the sponsor;
or

. to conform to any change in the Investment Company Act or the Trust
Indenture Act or to ensure Devon Financing Trust II will be classified
for United States federal income tax purposes as a grantor trust;

provided, however, that in the first bullet above, the modification will not
adversely affect in any material respect the interests of the holders of the
trust securities issued by Devon Financing Trust II.

Without the consent of each holder of trust securities issued by Devon
Financing Trust II, the trust agreement for Devon Financing Trust II may not be
amended to:

. change the distribution rate, or manner of calculation of the
distribution rate, amount, timing or currency or otherwise adversely
affect the method of any required payment;

. change its purpose;

. authorize the issuance of any additional beneficial interests;

. change the conversion, exchange or redemption provisions, if any;

. change the conditions precedent for Devon to elect to dissolve Devon
Financing Trust II and distribute the debt securities held by Devon
Financing Trust II to the holders of the trust securities, if
applicable;

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<PAGE>

. change the liquidation, distribution or other provisions relating to
the distribution of amounts payable upon the dissolution and
liquidation of Devon Financing Trust II;

. affect the limited liability of any holder of its trust securities; or

. restrict the right of a holder of its trust securities to institute
suit for the enforcement of any required payment on or, if applicable,
after the due date therefor or for the conversion or exchange of the
trust securities in accordance with their terms.

So long as the property trustee holds any debt securities for Devon
Financing Trust II, the property trustee, the Delaware trustee and the
administrative trustees for Devon Financing Trust II will not:

. direct the time, method and place of conducting any proceeding for any
remedy available to the debenture trustee, or execute any trust or
power conferred on the property trustee, with respect to those debt
securities;

. waive certain past defaults under the applicable indenture;

. exercise any right to rescind or annul a declaration of acceleration
of the maturity of the principal of those debt securities; or

. consent to any amendment, modification or termination of the
applicable indenture or that debt securities, where consent is
required;

without, in each case, obtaining the prior approval of the holders of a majority
in liquidation amount of all outstanding trust preferred securities of Devon
Financing Trust II; provided, however, where a consent under the applicable
indenture would require the consent of each holder of those debt securities
affected thereby, the property trustee will not consent without the prior
approval of each holder of the trust preferred securities issued by Devon
Financing Trust II. The property trustee, the Delaware trustee and the
administrative trustees may not revoke any action previously authorized or
approved by a vote of the holders of trust preferred securities except by
subsequent vote of the holders. The property trustee will notify each holder of
trust preferred securities of any notice of default with respect to the
applicable debt securities. In addition to obtaining approvals of holders of
trust preferred securities referred to above, prior to taking any of the
foregoing actions, the property trustee, the Delaware trustee and the
administrative trustees will obtain an opinion of counsel experienced in these
matters to the effect Devon Financing Trust II will not be classified as other
than a grantor trust for United States federal income tax purposes on account of
such action.

Holders of trust preferred securities may give any required approval at a
meeting of the holders convened for this purpose or by written consent without
prior notice. A notice of any meeting at which holders of trust preferred
securities are entitled to vote will be given to each holder of record of trust
preferred securities in the manner set forth in the trust agreement.

Notwithstanding that holders of trust preferred securities are entitled to
vote or consent under any of the circumstances referred to above, any trust
preferred securities that are owned by Devon or any affiliate of Devon will, for
purposes of this vote or consent, be treated as if they were not outstanding.

Global Trust Preferred Securities

Unless otherwise specified in the applicable prospectus supplement, trust
preferred securities will be represented by one or more global certificates
deposited with, or on behalf of, DTC, or other depositary identified in the
prospectus supplement, or a nominee of DTC or other depositary, in each case for
credit to an account of a participant in DTC or other depositary. The identity
of the depositary and the specific terms of the depositary arrangements with
respect to the trust preferred securities to be represented by one or more
global certificates will be described in the applicable prospectus supplement.
However, unless otherwise specified in the applicable prospectus supplement, DTC
will be the depositary and the depositary arrangements described with respect to
the debt securities and the

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<PAGE>

indenture will apply to such trust preferred securities and the indenture to the
trust agreement as well. See "Description of Debt Securities -- Global
Securities" and "Book-Entry Securities."

Payment and Paying Agent

Devon Financing Trust II will make payments in respect of any global
certificate representing trust preferred securities to Cede & Co., as nominee of
DTC or other applicable depositary or its nominee, which will credit the
relevant accounts at DTC or other depositary on the applicable payment dates.
Devon Financing Trust II will make payments in respect of trust preferred
securities in certificated form by check mailed to the address of the holder
entitled thereto as the address will appear on the register.

The paying agent will initially be the property trustee and any co-paying
agent chosen by the property trustee and acceptable to the administrative
trustees and Devon. The paying agent will be permitted to resign as paying agent
upon 30 days prior written notice to the property trustee, the administrative
trustees and Devon. In the event that the property trustee will no longer be the
paying agent, the administrative trustees will appoint a successor, which will
be a bank or trust company acceptable to the administrative trustees and Devon,
to act as paying agent.

Registrar and Transfer Agent

The property trustee will act as registrar and transfer agent for the trust
preferred securities.

Registration of transfers of trust preferred securities will be effected
without charge by or on behalf of Devon Financing Trust II, but upon payment of
any tax or other governmental charges that may be imposed in connection with any
transfer or exchange. Devon Financing Trust II will not be required to register
or cause to be registered the transfer of its trust preferred securities after
they have been converted, exchanged, redeemed or called for redemption.

Information Concerning the Property Trustee

The property trustee, other than during the occurrence and continuance of
an event of default under the trust agreement, will undertake to perform only
the duties that are specifically set forth in the trust agreement and, during
the continuance of an event of default, must exercise the same degree of care
and skill as a prudent person would exercise or use in the conduct of his or her
own affairs. Subject to the foregoing, the property trustee will not be under
any obligation to exercise any of the powers vested in it by the trust agreement
at the request of any holder of the related trust securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby.

Miscellaneous

The administrative trustees are authorized and directed to conduct the
affairs of and to operate Devon Financing Trust II in such a way that:

. Devon Financing Trust II will not be deemed to be an investment
company required to be registered under the Investment Company Act;

. Devon Financing Trust II will be classified as a grantor trust for
United States federal income tax purposes; and

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<PAGE>

. the debt securities held by Devon Financing Trust II will be treated
as indebtedness of Devon for United States federal income tax
purposes.

Devon and the administrative trustees are authorized to take any action not
inconsistent with applicable law, the certificate of trust of Devon Financing
Trust II or its trust agreement that the administrative trustees determine in
their discretion to be necessary or desirable for those purposes, as long as
that action does not materially adversely affect the interests of the holders of
the related trust securities.

Holders of trust preferred securities will not have any preemptive or
similar rights.

Devon Financing Trust II may not borrow money, issue debt, execute
mortgages or pledge any of its assets.

DESCRIPTION OF TRUST PREFERRED SECURITIES GUARANTEES

Devon will execute and deliver a guarantee concurrently with the issuance
by Devon Financing Trust II of its trust preferred securities for the benefit of
the holders, from time to time, of those trust preferred securities. That
guarantee will be held for those holders by a guarantee trustee. Devon will
qualify each of the guarantees as an indenture under the Trust Indenture Act.
The guarantees will be subject to, and governed by, the Trust Indenture Act.
This summary of certain terms and provisions of a guarantee does not purport to
be complete and is subject to, and qualified in its entirety by reference to,
all of the provisions of each guarantee, including the definitions of terms and
those made a part of each guarantee by the Trust Indenture Act. If indicated in
the applicable prospectus supplement, the terms of a particular guarantee may
differ from the terms discussed below.

General

Devon will irrevocably agree to pay in full, to the extent set forth
herein, the guarantee payments to the holders of the related trust preferred
securities, as and when due, regardless of any defense, right of set-off or
counterclaim that Devon Financing Trust II may have or assert. The following
payments constitute guarantee payments with respect to trust preferred
securities and, to the extent not paid by or on behalf of Devon Financing Trust
II, will be subject to the guarantee:

. any accrued and unpaid distributions required to be paid on the trust
preferred securities, to the extent that Devon Financing Trust II has
funds legally available therefor;

. the redemption or repayment price and all accrued and unpaid
distributions to the date of redemption with respect to the trust
preferred securities called for redemption or repayment, to the extent
that Devon Financing Trust II has funds legally available therefor;
or

. upon a voluntary or involuntary dissolution and liquidation of Devon
Financing Trust II, other than in connection with the distribution of
the debt securities to holders of its trust preferred securities in
exchange for its trust preferred securities, if applicable, the lesser
of:

. the amounts due upon the dissolution and liquidation of Devon
Financing Trust II, to the extent that it has funds legally
available therefor, and

. the amount of assets of Devon Financing Trust II remaining
available for distribution to holders of its trust preferred
securities after satisfaction of liabilities to its creditors as
required by applicable law.

Devon's obligation to make a guarantee payment may be satisfied by direct
payment of the required amounts by Devon to the holders of trust preferred
securities entitled to those payments or by causing Devon Financing Trust II to
pay those amounts to the holders.

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<PAGE>

If the trust preferred securities are exchangeable or convertible into
other securities, Devon will also irrevocably agree to cause Devon Financing
Trust II to deliver to holders of the trust preferred securities those other
securities in accordance with the applicable exchange or conversion provisions.

Devon will, through the guarantee, the applicable trust agreement, the
related debt securities and the applicable indenture, taken together, fully,
irrevocably and unconditionally guarantee all of Devon Financing Trust II's
obligations under its trust preferred securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes a guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of Devon Financing Trust II's obligations under its trust preferred securities.

Ranking

Unless otherwise specified in the applicable prospectus supplement, each
guarantee will constitute an unsecured obligation of Devon and will rank equal
to the debt securities held by Devon Financing Trust II. Devon Financing Trust
II's trust agreement will provide that each holder of trust preferred securities
by acceptance of the trust preferred securities agrees to the terms of the
related guarantee, including any subordination provisions.

The guarantees will not limit the amount of secured or unsecured debt,
including indebtedness under the indentures, that may be incurred by Devon or
any of its subsidiaries.

Guarantee of Payment

Each guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against Devon to enforce its rights under a guarantee
without first instituting a legal proceeding against any other person or entity.
A guarantee will not be discharged except by payment of the related guarantee
payments in full to the extent not paid by Devon Financing Trust II or upon
distribution of the debt securities held by Devon Financing Trust II to the
holders of the its trust preferred securities.

Amendments and Assignment

Except with respect to any changes that do not materially adversely affect
the rights of holders of the trust preferred securities, in which case no
approval will be required, a guarantee may not be amended without the prior
approval of the holders of a majority of the liquidation amount of the
outstanding trust preferred securities covered by that guarantee. The manner of
obtaining any approval will be as set forth under "Description of Trust
Preferred Securities -- Voting Rights; Amendment of Trust Agreement." All
guarantees and agreements contained in a guarantee will bind the successors,
assigns, receivers, trustees and representatives of Devon and will inure to the
benefit of the holders of the related trust preferred securities then
outstanding.

Events of Default

An event of default under a guarantee will occur upon the failure of Devon
to perform any of its payment or other obligations under that guarantee,
provided that, except with respect to a default in respect of any guarantee
payment, Devon has received notice of the default and has not cured the default
within 90 days of receipt of a notice of default. The holders of a majority in
liquidation amount of the trust preferred securities covered by a guarantee will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the guarantee trustee in respect of that guarantee
or to direct the exercise of any trust or power conferred upon the guarantee
trustee under that guarantee.

If the guarantee trustee fails to enforce a guarantee, any holder of the
related trust preferred securities may institute a legal proceeding directly
against Devon to enforce its rights under that guarantee without first
instituting a legal proceeding against the applicable Devon Financing Trust II,
the guarantee trustee or any other person or entity.

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<PAGE>

Termination

A guarantee will terminate and be of no further force and effect upon full
payment of the applicable redemption price of the trust preferred securities,
upon full payment of all amounts due upon the dissolution and liquidation of
Devon Financing Trust II or upon the conversion or exchange of all trust
preferred securities, in each case, if applicable, whether upon distribution of
the applicable debt securities to the holders of the trust preferred securities
or otherwise. A guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any holder of trust preferred securities must
restore payment of any sums paid under those trust preferred securities or the
related guarantee.

Governing Law

The guarantees will be governed by and construed in accordance with the
laws of the State of New York.

Information Concerning the Guarantee Trustee

The guarantee trustee, other than during the occurrence and continuance of
a default by Devon in performance of a guarantee, will undertake to perform only
the duties that are specifically set forth in that guarantee and, during the
continuance of that default, must exercise the same degree of care and skill as
a prudent person would exercise or use in the conduct of his or her own affairs.
Subject to the foregoing, the guarantee trustee will not be under any obligation
to exercise any of the powers vested in it by a guarantee at the request of any
holder of the related trust preferred securities unless it is offered reasonable
indemnity against the costs, expenses and liabilities that it might incur.

Rights upon Dissolution

Unless the debt securities held by Devon Financing Trust II are distributed
to holders of the trust preferred securities, upon any voluntary or involuntary
dissolution and liquidation of Devon Financing Trust II, after satisfaction of
the liabilities of its creditors as required by applicable law, the holders of
those trust securities will be entitled to receive, out of assets held by Devon
Financing Trust II, the liquidation distribution in cash. Upon any voluntary or
involuntary liquidation or bankruptcy of Devon, the property trustee, as holder
of the debt securities, would be a creditor of Devon.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND UNITS

We may issue stock purchase contracts, representing contracts entitling or
obligating holders to purchase from Devon, and Devon to sell to the holders, or
for Devon to issue in exchange for other securities, a specified number of
shares of common stock or preferred stock at a future date or dates or on the
occurrence of certain events. The price or exchange rate per share of common
stock or preferred stock may be fixed at the time the contracts are issued or
may be determined by reference to a specific formula set forth in the contracts.
The stock purchase contracts may be issued separately or as a part of units,
which are referred to in this prospectus as "stock purchase units," consisting
of a stock purchase contract and the following:

- senior debt securities or subordinated debt securities of Devon;

- debt obligations of third parties, including U.S. Treasury securities;

- trust preferred securities of Devon Financing Trust II; or

- any combination of the foregoing.

The stock purchase contracts may require Devon to make periodic payments to
the holders of the stock purchase units or vice versa, and such payments may be
unsecured or prefunded on some basis. The stock purchase contracts may require
holders to secure their obligations thereunder in a specified manner, and in
certain

28
<PAGE>

circumstances Devon may deliver newly issued prepaid stock purchase contracts,
which are referred to as "prepaid securities," upon release to a holder of any
collateral securing such holder's obligations under the original contract.

The applicable prospectus supplement will describe the terms of any stock
purchase contracts or units and, if applicable, prepaid securities. The
description in the prospectus supplement will not purport to be complete and
will be qualified in its entirety by reference to the contracts, the collateral
arrangements and depositary arrangements, if applicable, relating to such
contracts or units and, if applicable, the prepaid securities and the document
pursuant to which such prepaid securities will be issued.

BOOK-ENTRY SECURITIES

Unless otherwise specified in the applicable prospectus supplement, we will
issue securities, other than our common stock, to investors in the form of one
or more book-entry certificates registered in the name of a depository or a
nominee of a depository. Unless otherwise specified in the applicable
prospectus supplement, the depository will be DTC. We have been informed by DTC
that its nominee will be Cede & Co. Accordingly, Cede is expected to be the
initial registered holder of all securities that are issued in book-entry form.

No person that acquires a beneficial interest in securities issued in book-
entry form will be entitled to receive a certificate representing those
securities, except as set forth in this prospectus or in the applicable
prospectus supplement. Unless and until definitive securities are issued under
the limited circumstances described below, all references to actions by holders
or beneficial owners of securities issued in book-entry form will refer to
actions taken by DTC upon instructions from its participants, and all references
to payments and notices to holders or beneficial owners will refer to payments
and notices to DTC or Cede, as the registered holder of such securities.

DTC has informed us that it is:

. a limited-purpose trust company organized under New York banking
laws;

. a "banking organization" within the meaning of the New York
banking laws;

. a member of the Federal Reserve System;

. a "clearing corporation" within the meaning of the New York
Uniform Commercial Code; and

. a "clearing agency" registered under the Securities Exchange Act.

DTC has also informed us that it was created to:

. hold securities for "participants;" and

. facilitate the computerized settlement of securities transactions
among participants through computerized electronic book-entry
changes in participants' accounts, thereby eliminating the need
for the physical movement of securities certificates.

Participants have accounts with DTC and include securities brokers and
dealers, banks, trust companies and clearing corporations. Indirect access to
the DTC system also is available to indirect participants such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

Persons that are not participants or indirect participants but desire to
buy, sell or otherwise transfer ownership of or interests in securities may do
so only through participants and indirect participants. Under the book-entry
system, beneficial owners may experience some delay in receiving payments, as
payments will be forwarded by our agent to Cede, a nominee for DTC. These
payments will be forwarded to DTC's participants, which thereafter will forward
them to indirect participants or beneficial owners. Beneficial owners will not
be

29
<PAGE>

recognized by the applicable registrar, transfer agent, trustee or depositary as
registered holders of the securities entitled to the benefits of the
certificate, the indenture or any deposit agreement. Beneficial owners that are
not participants will be permitted to exercise their rights as an owner only
indirectly through participants and, if applicable, indirect participants.

Under the current rules and regulations affecting DTC, DTC will be required
to make book-entry transfers of securities among participants and to receive and
transmit payments to participants. Participants and indirect participants with
whom beneficial owners of securities have accounts are also required by these
rules to make book-entry transfers and receive and transmit such payments on
behalf of their respective account holders.

Because DTC can act only on behalf of participants, who in turn act only on
behalf of other participants or indirect participants, and on behalf of certain
banks, trust companies and other persons approved by it, the ability of a
beneficial owner of securities issued in book-entry form to pledge those
securities to persons or entities that do not participate in the DTC system may
be limited due to the unavailability of physical certificates for the
securities.

DTC has advised us that it will take any action permitted to be taken by a
registered holder of any securities under the certificate, the indenture or any
deposit agreement only at the direction of one or more participants to whose
accounts with DTC the securities are credited.

According to DTC, it has provided information with respect to DTC to its
participants and other members of the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.

Unless otherwise specified in the applicable prospectus supplement, a book-
entry security will be exchangeable for definitive securities registered in the
names of persons other than DTC or its nominee only if:

. DTC notifies us that it is unwilling or unable to continue as
depository for the book-entry security or DTC ceases to be a
clearing agency registered under the Securities Exchange Act at a
time when DTC is required to be so registered; or

. we execute and deliver to the applicable registrar, transfer
agent, trustee and/or depositary an order complying with the
requirements of the certificate, the indenture or any deposit
agreement that the book-entry security will be so exchangeable.

Any book-entry security that is exchangeable in accordance with the
preceding sentence will be exchangeable for securities registered in such names
as DTC directs.

If one of the events described in the immediately preceding paragraph
occurs, DTC is generally required to notify all participants of the availability
through DTC of definitive securities. Upon surrender by DTC of the book-entry
security representing the securities and delivery of instructions for re-
registration, the registrar, transfer agent, trustee or depositary, as the case
may be, will reissue the securities as definitive securities. After reissuance
of the securities, such persons will recognize the beneficial owners of such
definitive securities as registered holders of securities.

Except as described above:

. a book-entry security may not be transferred except as a whole
book-entry security by or among DTC, a nominee of DTC and/or a
successor depository appointed by us; and

. DTC may not sell, assign or otherwise transfer any beneficial
interest in a book-entry security unless the beneficial interest
is in an amount equal to an authorized denomination for the
securities evidenced by the book-entry security.

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<PAGE>

None of Devon, the trustees, any registrar and transfer agent or any
depository, or any agent of any of them, will have any responsibility or
liability for any aspect of DTC's or any participant's records relating to, or
for payments made on account of, beneficial interests in a book-entry security.

PLAN OF DISTRIBUTION

We may sell the securities through agents, underwriters or dealers, or
directly to one or more purchasers without using underwriters or agents.

We may designate agents who agree to use their reasonable efforts to
solicit purchases for the period of their appointment or to sell securities on a
continuing basis.

If we use underwriters for a sale of securities, the underwriters will
acquire the securities for their own accounts. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the securities will be subject
to the conditions set forth in the applicable underwriting agreement. The
underwriters will be obligated to purchase all the securities offered if any of
those securities are purchased. Any initial public offering price and any
discounts or concessions allowed or re-allowed or paid to dealers will be
described in the applicable prospectus supplement and may be changed from time
to time.

Underwriters, dealers and agents that participate in the distribution of
the securities may be underwriters as defined in the Securities Act and any
discounts or commissions they receive from us and any profit on their resale of
the securities may be treated as underwriting discounts and commissions under
the Securities Act. The applicable prospectus supplement will identify any
underwriters, dealers or agents and will describe their compensation. We may
have agreements with the underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Securities
Act. Underwriters, dealers and agents may engage in transactions with or
perform services for us or our subsidiaries in the ordinary course of their
businesses.

Trading Markets and Listing of Securities

Unless otherwise specified in the applicable prospectus supplement, each
class or series of securities will be a new issue with no established trading
market, other than the common stock, which is listed on the American Stock
Exchange. We may elect to list any other class or series of securities on any
exchange, but we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.

Stabilization Activities

Any underwriter may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act. Over-allotment involves sales in excess of
the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Short-covering transactions involve
purchases of the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities originally sold
by the dealer are purchased in a covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it
would otherwise be. If commenced, the underwriters may discontinue any of the
activities at any time.

The Trustee

We may appoint a separate trustee for any series of debt securities. In
the description of series of debt securities, the term "trustee" refers to the
trustee appointed with respect to such series of debt securities. The trustee
is a depository for funds and performs other services for, and may transact
other banking business with, Devon and its subsidiaries in the normal course of
business.

Also, we may issue the securities in connection with acquisitions,
including the issuance of common stock upon exchange of exchangeable securities
of a subsidiary. The Prospectus may be used in connection with the re-offering
of the securities by persons receiving such securities in connection with an
acquisition who may be deemed underwriters under the Securities Act.

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<PAGE>

LEGAL MATTERS

Certain legal matters in connection with the securities will be passed upon
for us by McAfee & Taft A Professional Corporation and for any underwriter by
legal counsel named in the prospectus supplement.

EXPERTS

The supplemental consolidated financial statements of Devon as of December
31, 1999, and 1998 and for each of the years in the three-year period ended
December 31, 1999 have been incorporated by reference herein in reliance upon
the report of KPMG LLP, independent certified public accountants, incorporated
by reference in this document, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG LLP, as of December 31, 1999 and
1998 and for each of the years in the three-year period ended December 31, 1999
is based in part in reliance upon the reports of Deloitte & Touche LLP,
chartered accountants, and PricewaterhouseCoopers LLP, independent accountants,
incorporated by reference in this document, and upon the authority of said
firms, as experts in accounting and auditing.

The audited consolidated financial statements of PennzEnergy and its
subsidiaries as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998 incorporated by reference in this
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.

Certain information with respect to Devon's and PennzEnergy's oil and gas
reserves derived from the reports of LaRoche Petroleum Consultants, Ltd., Ryder
Scott Company, L.P., AMH Group Ltd., Paddock Lindstrom & Associates, Ltd. and
John P. Hunter & Associates, Ltd., independent consulting petroleum engineers,
has been included and incorporated by reference herein upon the authority of
said firms as experts with respect to matters covered by such reports and in
giving such reports.

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<PAGE>

Certain information with respect to the oil and gas reserves of Santa Fe
Snyder derived from the report of Ryder Scott Company, L.P., independent
consulting petroleum engineers, has been included and incorporated by reference
herein upon the authority of said firm as experts with respect to matters
covered by such report and in giving such report.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information we file at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Our SEC filings are also available to the public from commercial document
retrieval services and at the web site maintained by the SEC at
"http://www.sec.gov."

We filed with the SEC a registration statement on Form S-3 with respect to
the securities offered by this prospectus. This prospectus is a part of that
registration statement. As allowed by SEC rules, this prospectus does not
contain all the information you can find in the registration statement or the
exhibits to the registration statement. Instead, the SEC allows us to
"incorporate by reference" information into this prospectus, which means that we
can disclose important information to you by referring you to another document
filed separately with the SEC. The information incorporated by reference is
deemed to be part of this prospectus, except for any information superseded by
information in, or incorporated by reference in, this prospectus.

This prospectus incorporates by reference the documents set forth below
that we have previously filed with the SEC. These documents contain important
information about Devon.

(a) Items 1 through 5 and 9 through 14 of our Annual Report on Form
10-K for the year ended December 31, 1999.

(b) Our Current Reports on Form 8-K filed January 27, 2000 May 26,
2000, June 5, 2000, June 21, 2000, June 22, 2000, July 12, 2000,
July 27, 2000, August 29, 2000, September 12, 2000, September 13,
2000, September 19, 2000, October 26, 2000, November 13, 2000 and
December 12, 2000 and Current Reports on Form 8-K/A filed August
1, 2000 and September 22, 2000.

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

(e) Our Proxy Statement on Schedule 14A filed April 13, 2000.

(f) Part I of Santa Fe Snyder's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 001-07667).

(g) Santa Fe Snyder's Current Reports on Form 8-K filed on May 30,
2000 and September 13, 2000 (File No. 001-07667).

(h) Santa Fe Snyder's Proxy Statement on Schedule 14A filed March 22,
2000 (File No. 001-07667).

(i) PennzEnergy's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 001-05591).

(j) PennzEnergy's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999 (File No. 001-05591).

We are also incorporating by reference additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus but before the completion of the offering.

We will provide documents incorporated by reference in this prospectus
without charge, excluding all exhibits unless we have specifically incorporated
by reference an exhibit in this prospectus. You may obtain documents
incorporated by reference in this prospectus by requesting them in writing, by
e-mail or by telephone from us at the following address:

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<PAGE>

Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City,
Oklahoma 73102-8260 Attention: Assistant Corporate Secretary, Telephone:
(405) 235-3611, [email protected]

You can also get more information by visiting our web site at
"http://www.devonenergy.com." Web site materials are not part of this
prospectus.

CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this document and in the
documents incorporated by reference into this document, which are subject to
risks and uncertainties, including those discussed under the caption "Risk
Factors." These statements are based on the beliefs and assumptions of our
management and on the information currently available to them.

Statements and calculations concerning oil and gas reserves and their
present value also may be deemed to be forward-looking statements in that they
reflect the determination, based on estimates and assumptions, that oil and gas
reserves may be profitably exploited in the future. When used or referred to in
this document, these forward-looking statements may be preceded by, followed by,
or otherwise include the words "believes," "expects," "anticipates," "intends,"
"plans," "estimates," "projects" or similar expressions, or statements that
certain events or conditions "will" or "may" occur.

Except for our ongoing obligations to disclose material information as
required by the federal securities laws, we do not have any intention or
obligation to update forward-looking statements after we distribute this
document.

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<PAGE>

$ 447,261,200

[LOGO]
ENERGY CORPORATION

[LOGO]
FINANCING TRUST II
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of estimated expenses incurred in connection
with the securities being registered hereby. Devon will pay for the fees and
expenses of the offering of the securities offered hereby.

SEC Registration Fee $ 118,077
Legal Fees and Expenses 100,000
Printing and Engraving Expenses 100,000
Accounting Fees and Expenses 40,000
Trustees Fees and Expenses 14,000
Blue Sky --

Miscellaneous 40,000
---------

Total $ 412,077

ITEM 15. 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 or Devon Financing Trust II 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,

. for any breach of the director's duty of loyalty to Registrant or
its stockholders;
. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
. for unlawful payments of dividends or unlawful stock repurchases
or redemptions, as provided in Section 174 of the DGCL; or
. 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. We have purchased such insurance.

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<PAGE>

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 amended and restated merger agreement dated May 19, 1999 between
Registrant and PennzEnergy Company, a Delaware corporation ("PennzEnergy"),
provides that for seven years after the effective time of the merger, Registrant
will indemnify and hold harmless each person who was a director or officer of
Registrant 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

The merger agreement dated May 25, 2000, as amended, between Registrant and
Santa Fe Snyder Corporation ("Santa Fe Snyder"), provides that for six years
after the effective time of the merger, Registrant will indemnify and hold
harmless each person who was a director or officer of Santa Fe Snyder 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.

The Devon Financing Trust II trust agreement will provide for full
indemnification of any trustee, affiliate of any administrative trustee, or any
officers, directors, shareholders, members, partners, employees, representatives
or agents of the trust or its affiliates (each an "Indemnified Person") by Devon
in connection with any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the trust and in a manner such Indemnified
Person reasonably believed to be within the scope of the authority conferred on
such Indemnified Person by the trust agreement or by law. The trust agreement
will further provide that, to the fullest extent permitted by applicable law,
expenses (including legal fees) incurred by an Indemnified Person in defending
any claim, demand, action, suit or proceeding, shall from time to time, be
advanced by Devon prior to the filing and disposition of such claim, demand,
action, suit or proceeding upon receipt by or an undertaking by or on behalf of
the Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified for the underlying cause of
action as authorized by the trust agreement.

Reference is made to the form of underwriting agreement to be incorporated
by reference in this registration statement for a description of the
indemnification arrangements Devon and Devon Financing Trust II agree to in
connection with offerings of securities registered by this registration
statement.

ITEM 16. EXHIBITS

Exhibit No. Document
----------- --------
1.1 Form of Underwriting Agreement.*
4.1 Registrant's Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3 to Registrant's Form 8-
K filed on August 18, 1999, File No. 000-30176).
4.2 Registrant's Amended and Restated By-laws (incorporated by
reference to Exhibit 3.2 to Registrant's Form S-4 filed on
June 22, 2000, File No. 333-39908).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to Registrant's Form 8-K, filed on August 18,
1999, File No. 000-30176).
4.4 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, File No. 000-30176).
4.5 Corrected Certificate of Trust of Devon Financing Trust II.
4.6 Restated Declaration of Trust of Devon Financing Trust II.
4.7 Amendment to Rights Agreement dated as of May 25, 2000 between
Registrant and Fleet National Bank (f/k/a BankBoston, N.A.)
(incorporated by reference to Exhibit 4.2 to Registrant's Form
S-4 filed on June 22, 2000, File No. 333-39908).
4.8 Rights Agreement dated as of August 17, 1999 between
Registrant and BankBoston, N.A. (incorporated by reference to
Exhibit 4.2 to Registrant's Form 8-K filed on August 18,
1999).

II-2
<PAGE>

<TABLE>
<S> <C>
4.9 Form of Indenture relating to debt securities.
4.10 Each form of preferred securities certificate designation will
be filed as an exhibit to a current report of Devon and
incorporated in this Registration Statement by reference.*
4.11 Form of Trust Preferred Securities Guaranty Agreement for Devon
Financing Trust II.
4.12 Form of Amended and Restated Declaration of Trust of Devon
Financing Trust II.
4.13 Form of Trust Preferred Securities Certificate.*
5.1 Opinion of McAfee & Taft A Professional Corporation.
8.1 Tax Opinions.*
12.1 Statements of computation of ratios of earnings to combined
fixed charges and preferred stock dividends.*
23.1 Consent of LaRoche Petroleum Consultants, Ltd.
23.2 Consent of AMH Group, Ltd.
23.3 Consent of Paddock Lindstrom & Associates Ltd.
23.4 Consent of KPMG LLP.
23.5 Consent of Ryder Scott Company, L.P.
23.6 Consent of Deloitte & Touche LLP.
23.7 Consent of PricewaterhouseCoopers LLP.
23.8 Consent of Ryder Scott Company, L.P.
23.9 Consent of Arthur Andersen LLP.
23.10 Consent of John P. Hunter & Associates, Ltd.
23.11 Consent of McAfee & Taft A Professional Corporation (contained
in opinion in Exhibit 5.1).
23.12 Consent of attorneys issuing tax opinions (contained in
opinions in Exhibit 8.1).
24.1 Power of Attorney (included in signature page of the
Registration Statement).
25.1 Form T-1 Statement of Eligibility of Trustee under Indenture.
25.2 Form T-1 Statement of Eligibility of Trustee under the
Guarantee of Trust Preferred Securities of Devon Financing
Trust II.
25.3 Form T-1 Statement of Eligibility of Trustee under the Trust
Preferred Securities.
</TABLE>

* To be filed by amendment to this registration statement or as an exhibit to a
current report of Devon and incorporated in this registration statement by
reference.

ITEM 17. UNDERTAKINGS

1. The undersigned Registrants hereby undertake:

(a) 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 the 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 20 percent
change in the maximum aggregate offering price set forth in the "Calculations 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 the registration
statement or any material change to such information in the Registration
Statement;

II-3
<PAGE>

Provided, however, that paragraphs (a)(i) and (a)(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 by the Registrants
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the registration statement;

(b) That, for the purpose 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; and

(c) 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.

2. The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Devon's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the provisions described under Item 15
above, or otherwise, the Registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by any Registrant of expenses incurred or paid by a director, officer or
controlling person of that Registrant in the successful defense of any action,
suit or proceeding) is asserted against a Registrant by such director, officer
or controlling person in connection with the securities being registered, that
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on
December 15, 2000.
DEVON ENERGY CORPORATION

By: /s/ J. Larry Nichols*
-----------------------------------------------
J. Larry Nichols, President and Chief Executive
Officer

DEVON FINANCING TRUST II
By: Devon Energy Corporation, as Sponsor

By: /s/ J. Larry Nichols*
-----------------------------------------------
J. Larry Nichols, President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed by the following persons, in
the capacities indicated on December 15, 2000.

<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ J. Larry Nichols*
-------------------------------
J. Larry Nichols Chairman of the Board, President, and Chief Executive
Officer

/s/ James L. Payne*
-------------------------------
James L. Payne Vice Chairman of the Board

/s/ William T. Vaughn*
-------------------------------
William T. Vaughn Senior Vice President - Finance

/s/ Danny J. Heatly*
-------------------------------
Danny J. Heatly Vice President - Accounting

/s/ Thomas F. Ferguson*
-------------------------------
Thomas F. Ferguson Director

/s/ David M. Gavrin*
-------------------------------
David M. Gavrin Director

/s/ Michael E. Gellert*
-------------------------------
Michael E. Gellert Director

/s/ William E. Greehey*
-------------------------------
William E. Greehey Director
</TABLE>

II-5
<PAGE>

/s/ John A. Hill*
-------------------------------
John A. Hill Director

/s/ William J. Johnson*
-------------------------------
William J. Johnson Director

/s/ Michael M. Kanovsky*
-------------------------------
Michael M. Kanovsky Director

/s/ Melvyn N. Klein*
-------------------------------
Melvyn N. Klein Director

/s/ Robert A. Mosbacher, Jr.*
-------------------------------
Robert A. Mosbacher, Jr. Director

/s/ Robert B. Weaver*
-------------------------------
Robert B. Weaver Director

*By: /s/ Marian J. Moon
--------------------------
Marian J. Moon
Attorney-in-fact
II-6
<PAGE>

II-7
<PAGE>

Index to Exhibits
-----------------

Exhibit No. Document
----------- --------
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement.
4.1 Registrant's Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3 to Registrant's Form 8-K filed on
August 18, 1999, File No. 000-30176).
4.2 Registrant's Amended and Restated By-laws (incorporated by
reference to Exhibit 3.2 to Registrant's Form S-4 filed on June
22, 2000, File No. 333-39908).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to Registrant's Form 8-K, filed on August 18, 1999,
File No. 000-30176).
4.4 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, File No. 000-30176).
4.5* Corrected Certificate of Trust of Devon Financing Trust II.
4.6* Restated Declaration of Trust of Devon Financing Trust II.
4.7 Amendment to Rights Agreement dated as of May 25, 2000 between
Registrant and Fleet National Bank (f/k/a BankBoston, N.A.)
(incorporated by reference to Exhibit 4.2 to Registrant's Form S-
4 filed on June 22, 2000, File No. 333-39908).
4.8 Rights Agreement dated as of August 17, 1999 between Registrant
and BankBoston, N.A. (incorporated by reference to Exhibit 4.2 to
Registrant's Form 8-K filed on August 18, 1999).
4.9** Form of Indenture relating to debt securities.
4.10 Each form of preferred securities certificate designation will be
filed as an exhibit to a current report of Devon and incorporated
in this Registration Statement by reference.
4.11** Form of Trust Preferred Securities Guaranty Agreement for Devon
Financing Trust II.
4.12** Form of Amended and Restated Declaration of Trust of Devon
Financing Trust II.
4.13 Form of Trust Preferred Securities Certificate.
5.1** Opinion of McAfee & Taft A Professional Corporation.
8.1 Tax Opinions.
12.1 Statements of computation of ratios of earnings to combined fixed
charges and preferred stock dividends.
23.1* Consent of LaRoche Petroleum Consultants, Ltd.
23.2* Consent of AMH Group, Ltd.
23.3* Consent of Paddock Lindstrom & Associates Ltd.
23.4* Consent of KPMG LLP.
23.5* Consent of Ryder Scott Company, L.P.
23.6* Consent of Deloitte & Touche LLP.
23.7* Consent of PricewaterhouseCoopers LLP.
23.8* Consent of Ryder Scott Company, L.P.
23.9* Consent of Arthur Andersen LLP.
23.10* Consent of John P. Hunter & Associates, Ltd.
23.11** Consent of McAfee & Taft A Professional Corporation (contained in
opinion in Exhibit 5.1).
23.12 Consent of Attorneys issuing tax opinions (contained in opinions
in Exhibit 8.1).
24.1* Power of Attorney (included in signature page of the Registration
Statement).
25.1* Form T-1 Statement of Eligibility of Trustee under Indenture.
25.2* Form T-1 Statement of Eligibility of Trustee under the Guarantee
of Trust Preferred Securities of Devon Financing Trust II.
25.3* Form T-1 Statement of Eligibility of Trustee under the Trust
Preferred Securities.
</TABLE>

_______________
*Previously filed
**Filed herewith