SecProbe.io

August 4, 2010

Mr. Danny J. Heatly Vice President, Accounting Devon Energy Corporation 20 North Broadway
Oklahoma City, OK  73102-8260

Re: Devon Energy Corporation  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 25, 2010 Schedule 14A Filed April 28, 2010 Response Letter Dated June 25, 2010 File No. 1-32318
 Dear Mr. Heatly:
 We have reviewed your filings and response letter and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
        Exhibits 99.1, 99.2 and 99.3

     1. We direct your attention to prior comment one in our letter dated April 8, 2010.  Please obtain and file revised reports th at comply with such comment.

2. We note your response to prior comment six in our letter dated J une 11, 2010.  We do not
agree with your position that “…inclusion of weighted average prices in the third-party
reports would have no relevance.”  Assumi ng that the third pa rty reports cover a
significant portion of your pr operties (92% in this case), comparison between weighted
average prices in the reports and benchmark prices can be valuable information for the public.  It is the staff’s positi on that the weighted average pr ice used in the third-party
report is a primary economic assumption unde r Item 1202(a)(8)(v) of Regulation S-K.
Please revise the report accordingly.

Mr. Danny J. Heatly Devon Energy Corporation August 4, 2010 Page 2

3. We note that the third party report by LaRoche discloses th at your estimates are “in the
aggregate reasonable” but there is no statem ent that the third party’s estimates and yours
are within 10% of each other.  Reasonable ag reement is defined by Society of Petroleum
Engineers as within 10%.  Since LaRoche has st ated that it subscribes  to the standards of
the SPE, such a statement is appropriate.  Pl ease amend your document to include, if true,
this statement.

4. We note the statement “Devon’s estimates of pr oved oil and gas reserves and future cash
flow…are in the aggregate reasonable and have been prepared in accordance with generally accepted petroleum engineering and evaluation principles.”  While we
understand that there are fundamentals of phys ics, mathematics and economics that are
applied in the estimation of reserves, we are not aware of an official industry compilation
of such “generally accepted petroleum engineering and evaluation principles”.  With a view toward possible disclosure, please explai n to us the basis for concluding that such
principles have been sufficiently established so as to judge that the reserve information
has been prepared in conformity with such pr inciples.  Refer us to a compilation of these
principles.
 Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
  You may contact Ronald Wi nfrey, Petroleum Engineer, at (202) 551-3704 if you have
any questions regarding engine ering comments.  Please contac t Norman von Holtzendorff at
(202) 551-3237, Laura Nicholson at (202) 551-3584 or me at (202) 551-3740 with any other
questions.
Sincerely,
   /s/ H. Roger Schwall
H. Roger Schwall Assistant Director