Registration No. 33-32378
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement under the Securities Act of 1933
DEVON ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1474008
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Office) (Zip Code)
______________________________
DEVON ENERGY CORPORATION 1988 STOCK OPTION PLAN
(Full title of the plan)
Mr. J. Larry Nichols Copies to:
President Jerry A. Warren, Esq.
Devon Energy Corporation McAfee & Taft
20 North Broadway, Suite 1500 A Professional Corporation
Oklahoma City, Oklahoma 73102 Tenth Floor
(Name and address of agent Two Leadership Square
for service) Oklahoma City, Oklahoma 73102
405/235-3611
(Telephone number, including area code, of agent for service)
______________________________
On June 7, 1995, the shareholders of Devon Energy
Corporation, a Delaware corporation ("Devon Delaware"), approved
the merger of Devon Delaware with and into its newly formed
Oklahoma subsidiary, Devon Oklahoma Corporation, the name of
which has been changed to Devon Energy Corporation as a result of
the merger ("Devon Oklahoma"). By this amendment, Devon Oklahoma
hereby adopts this registration statement, as well as the stock
option plan which is the subject of this registration statement,
as its own for all purposes of the Securities Act of 1933 and the
Securities Exchange Act of 1934. This adoption is made pursuant
to rule 414(d) as promulgated under the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this amendment 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 the 7th day of June, 1995.
DEVON ENERGY CORPORATION
By J. Larry Nichols
J. Larry Nichols, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on June 7, 1995.
Signature Title
John W. Nichols Chairman of the Board and
John W. Nichols Director
J. Larry Nichols President, Chief Executive
J. Larry Nichols Officer and Director
H.R. Sanders, Jr. Executive Vice President
H.R. Sanders, Jr. and Director
William T. Vaughn Vice President - Finance
William T. Vaughn and Chief Financial Officer
Danny J. Heatly Controller
Danny J. Heatly
Thomas F. Ferguson Director
Thomas F. Ferguson
David M. Gavrin Director
David M. Gavrin
Michael E. Gellert Director
Michael E. Gellert
