SecProbe.io

August 21, 2007
Mail Stop 7010

By U.S. Mail and facsimile to (405)552-8171

J. Larry Nichols
Chairman and Chief Executive Officer
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102

Re:  Devon Energy Corporation
 Definitive 14A
 Filed April 27, 2007
File No. 001-32318

Dear Mr. Nichols:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division of Corporation Finance’s focused review of
executive compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

J. Larry Nichols
Devon Energy Corporation
August 21, 2007 Page 2 of 6

Director Compensation for the Y ear Ended December 31, 2006, page 12

1. Revise to specify the aggregate grant date fair value of the awards made in fiscal
2006.  See Items 402(k)(2)(iii) and (iv) of Regulation S-K.

Compensation Discussion and Analysis, page 19

2. Please revise your disclosure to provid e an analysis regarding how material
decisions regarding compensation for each of the named executive officers are made.  For example, provide analysis of how the compensation committee’s consideration of the bullet points listed under the heading “Pay for Performance” resulted in the incentive awards to each of the named executive officers during the
last fiscal year.  Please see Item 402(b)(2)(vii) of Re gulation S-K and Instruction
1 to Item 402(b).  Additionally, rather th an stating that you “[g]enerally try to
reward executives with incentive pay wh en [you] are ‘successful’…,” discuss
what constitutes success and explain how that success determined the levels of
compensation awarded during a given year to the named executive officers.  To
the extent awards are made outside of the “general” circumstances you reference,
discuss this fact and address any disc retion the compensation committee exercises
with respect to such rewards.    See Item 402(b)(2)(vi) of Regulation S-K.

3. Please disclose what is meant by your reference to the “cyclical nature” of the business and why and how this would impact compensation awarded.

4. The Compensation Discussion and Analysis  should be sufficiently precise to
identify material differences in compen sation policies with respect to individual
executive officers.  We refer you to S ection II.B.1 of Commi ssion Release 8732A.
Please supplement your disclosure to di scuss the discrepancies in type and
amount of compensation awarded to the na med executive officers.  For example,

a. identify the reasons for the significan t gap in total compensation recorded
with respect to the chief executive officer and other currently employed
executive officers;

b. explain, by discussion and analysis of specific and/or unique duties
performed by your president or his ac hievements during the fiscal year,
why his compensation is significan tly higher than the other named
executive officers and any material factors the compensation committee considers in structuring his total compensation relative to that of the chief executive officer;

c. disclose how the base salary componen t paid to Mr. Heal y was structured,
giving consideration to his current po sition as vice-pre sident and acting

J. Larry Nichols
Devon Energy Corporation
August 21, 2007 Page 3 of 6

chief financial officer; and

d. explain why the post-termination bene fits to Mr. Healy, pursuant to the
terms of his severance agreement, are less than or subject to less favorable
terms than those that may be provide d to executives who are party to an
employment agreement as disclosed on pages 43-44.

Base Salary, page 21

5. Please include in your discussion of base sa lary determinations an analysis of how
the “scope of responsibility…experience… l eadership” and the ot her factors listed
on page 22 resulted in the actual base salary awarded to each named executive
officer during the fiscal y ear.  Refer to Item 402(b)(1 )(v) of Regulation S-K.

Annual Incentive Plan, page 22

6. You disclose that specific targets and ma ximum award levels ar e not assigned, but
you also indicate that an executive’s cont ribution to meeting “specific financial
and other key goals” established for the company are considered in determining
incentive awards.  Moreover, you state that although the approach to annual
incentives is “not strictly formulaic, it is highly structured…”  You also disclose that an executive’s performance is rate d against approved goals. Your disclosure
suggests that specific quantitative targets as well as other fact ors are considered.
Please revise to disclose all quantit ative and qualitative targets both on an
aggregate basis and with respect to eac h individual officer’s contribution, as
measured or determined by the committee durin g the last fiscal year. To the extent
you believe that disclosure of  these targets is not required because it would result
in competitive harm such that you may exclude this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation supporting your c onclusion.  Please al so disclose how
difficult it will be for the named executive officers or how likely it will be for you to achieve the undisclosed target  levels or other factors.

7. You disclose that in the company’s annua l goal-setting process, management sets
and the Board approves objective annual targets for your performance along with
subjective goals.  Please revise your disc losure to identify, if applicable, all
targets established for 2007.  Please also  address any other actions regarding
executive compensation that were taken af ter the end of your last fiscal year.
Please see Instruction 2 to Item 402(b) of Regulation S-K.  As noted in our prior
comment, if you believe that disclosure of the information is not required because it would result in competitive harm such that you may exclud e this information
under Instruction 4 to Item 402(b) of  Regulation S-K, please provide on a
supplemental basis a detailed explanation supporting your conclusion.  Please also

J. Larry Nichols
Devon Energy Corporation
August 21, 2007 Page 4 of 6

disclose how difficult it will be for the named executive officers or how likely it will be for you to achieve the undisclose d target levels or other factors.

8. Please include in your disclosure an anal ysis of the key factors considered and
any discretion exercised by the compensati on committee. For example, rather than
stating that the committee believed the company performed “extraordinarily well” with respect to property acquisitions, provide context to your disclosure by
indicating why the committee deemed last year’s performance as “extraordinary” with respect to such acquisitions relative to prior years. See generally Instruction
2 to Item 402(b) of Regulation S-K.   In addition, we note that the committee
determined that the executive officers had contributed “in ways that were
meaningful and appropriate” for his or he r function.  Please revise to explain how
the acquisitions and any other relevant factors were considered for each named executive officer in determining the bonus awarded.    Disclose the respective
contributions of each named executive officer and how such contributions impacted the compensation awarded. See Item 402(b)(2)(vii) of Regulation S-K.

2006 Long-Term Incentive Awards, page 24

9. Please provide an explanation of the di screpancy in awards made to Messrs.
Nichols and Richels.   Additionally, expl ain why the awards made in 2005 were
“significantly” below the 75th percentile of long-te rm incentive paid to
comparable executives and comparison companies.  Moreover, please clarify whether awards made for fiscal 2006 were  principally determined based on (1)
reference to accomplishment of the cu rrent year’s goals, (2)  based on a
consideration of the apparent  shortfall from target payment made in 2005, or (3)
both.  Please see Instruction 2 to Item 402(b) of Regulation S-K.

Total Compensation, page 24

10. You refer on page 19 to “other relevant companies” whose compensation is assessed during the company’s analysis of its compensation awarded.  Although
you identify a peer group of companies,  you have omitted disclosure regarding
the “other relevant” companies, w hy such companies were chosen for
benchmarking (i.e. the characteristics th at make comparison to such companies
meaningful or informative) and which elements of compensation you benchmark
against such “other” companies.  Please disclose the referenced companies and how they factor into the compensation d ecision-making process.  Please see Item
402(b)(2)(xiv) of Regulation S-K.

J. Larry Nichols
Devon Energy Corporation
August 21, 2007 Page 5 of 6

Outstanding Equity Awards at December 31, 2006, page 30

11. You disclose the vesting schedule for restricted stock aw ards.  However,
disclosure regarding what appears to be  alternative and more favorable vesting
schedules for restricted stoc k awards appears in footnotes  9-10 to this table.
Please address in your disclosure the ves ting schedule of restricted stock awards
referenced in the footnotes and explain, if  material to an understanding of future
compensation arrangements, whether the compensation committee retains the discretion to alter the vesti ng schedules in a manner similar to that allowed for the
aforementioned restricted stock awards.

Pension Benefits for the year  ended December 31, 2006, page 34

12. The discussion in this section is dense a nd difficult to follow.  Please revise to
present a concise, accurate and clear overv iew of the pension be nefits receivable
by the named executive officers.

Contracts and Change-in-Control Arrangements, page 44

13. Please include a description of any materi al conditions or obli gations applicable
to the receipt of payments or benefits referenced in  this section.  See Item
402(j)(4) of Regulation S-K.

14. Please provide additional analysis of how  the appropriate payment and benefit
levels are determined under the various circumstances that trigger payments or provision of benefits under the employmen t and severance agreements.  See Item
402(b)(1)(v) and 402(j)(3) of Regulation S-K.

Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

J. Larry Nichols
Devon Energy Corporation
August 21, 2007 Page 6 of 6

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3757 with any questions.

Sincerely,

Mellissa Campbell Duru
Attorney Advisor