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    Devon Energy Corporation

20 North Broadway

Oklahoma City, OK 73102-8260

    405 552 4702 Phone

405 552 7692 Fax

danny.heatly@dvn.com

June 5, 2008

Via EDGAR and Facsimile No. 202 772 9368

Attention: Mr. Bob Carroll, Division of Corporation Finance

H. Roger Schwall

Assistant Director

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:

    Devon Energy Corporation

Form 10-K for the Fiscal Year Ended December 31, 2007

Filed February 28, 2008

File No. 1-32318

Form 10-Q for the Period Ended March 31, 2008

Filed May 8, 2008

Dear Mr. Schwall:

This letter responds to the staff’s comment letter dated May 27, 2008, regarding Devon Energy
Corporation’s Form 10-K for the year ended December 31, 2007, filed February 28, 2008 (File No.
1-32318) and its Form 10-Q for the period ended March 31, 2008, filed May 8, 2008. Devon’s
responses to the staff’s comments are set forth below:

Form 10-K for the year ended December 31, 2007

Operation of Properties, page 22

SEC Comment

    1.

    We note you receive reimbursement for direct expenses incurred in the performance of your
duties as well as other types of reimbursements, and record these as a reduction of general
and administrative expense. Please tell us your consideration of Rule 4-10(c)(6)(iv) of
Regulation S-X in your accounting for these reimbursements and tell us why they should not be
credited to the full cost pool.

Response

It is common industry practice to offset monthly reimbursements known as “COPAS reimbursements”
against the related costs actually incurred. If the amount of the reimbursements exceed the actual
costs incurred, the excess amount is recorded as a reduction to the full cost pool to avoid
recognition of income from the reimbursements.

    U.S. Securities and Exchange Commission

June 5, 2008

    page 2

As part of our disclosure of Results of Oil and Gas Producing Operations in Note 15 on pages
117-119, we have included the general and administrative expenses directly related to oil and gas
producing activities. These amounts are net of our COPAS reimbursements as well as amounts
capitalized pursuant to the full cost method of accounting. As indicated in our disclosures, the
actual related costs incurred in each of the years shown exceeded the amount of our reimbursements.
If the reimbursements had been greater than our actual expenses, the excess would have been
recorded as a reduction to the full cost pool.

Exhibit 32.2

SEC Comment

    2.

    Please revise and re-file this exhibit to reflect the correct date of the report that it
refers to. The certificate filed refers to the Form 10-K for the period ending December 31,
2006.

Response

We have been advised today by the Commission’s legal staff that correcting the typographical error
in Exhibit 32.2 will require us to file the entire contents of the original Form 10-K in a Form
10-K/A. Repeating the entire contents of the original Form 10-K will require us to obtain
currently-dated consents from our independent accountants and our three independent petroleum
consulting firms. We will file a Form 10-K/A as soon as possible once these consents are obtained.
However, we may or may not be able to file the Form 10-K/A within ten business days from the date
of your letter.

Form 10-Q for the period ended March 31, 2008

Note 5. Fair Value Measurements, page 15

SEC Comment

    3.

    We note the reclassification of your auction rate securities from short-term to long-term
investments. We also note your conclusion that the securities are not currently impaired.
Citing the accounting literature used, tell us and disclose how you have concluded no
impairment exists as of March 31, 2008.

Response

The accounting for our auction rate securities was based on the principles included in SFAS No. 115
and SFAS No. 157. Since their original acquisition, these securities have been, and continue to
be, classified as “available-for-sale” securities as defined under SFAS No. 115. SFAS No. 115
requires these securities to be measured at fair value.

The fair values of our auction rate securities are estimated pursuant to the requirements set forth
in SFAS No. 157, which Devon adopted as of January 1, 2007. Prior to February 8, 2008, an active
market existed for these securities. Accordingly, the fair values of the securities as of December
31, 2007, were based on “Level 1 inputs” as that term is defined in SFAS No. 157. Beginning on
February 8, 2008, the auction mechanism that provided liquidity to these securities began to fail.
As a result, a market for these securities ceased to exist at that time.

Paragraph 7 of SFAS No. 157 states that “a fair value measurement assumes that the asset or
liability is exchanged in an orderly transaction,” and defines an orderly transaction as one that
“assumes exposure to the market for a period prior to the

    U.S. Securities and Exchange Commission

June 5, 2008

    page 3

measurement date to allow for marketing activities that are usual and customary.” Because there
were less than eight weeks between the time that the markets ceased to exist and the end of the
1st quarter, we do not believe this is sufficient time to allow for the creation of an
alternative market with usual and customary marketing activities for these securities.

Accordingly, and as disclosed in Note 5 to our 10-Q, the fair values of our auction rate
securities were estimated using significant unobservable inputs (Level 3) in accordance with SFAS
No. 157. Our fair value estimates were determined using an income-based valuation technique developed
with various inputs including the following:

Credit Risk Our auction rate securities are AAA rated by one or more of the three
major rating agencies—S&P, Moody’s and Fitch. Furthermore, our securities have maintained
these AAA ratings throughout recent months when various sectors of the financial markets have
experienced higher levels of credit and liquidity issues.

Collateral and Performance We expect full repayment of the par value of our
securities. Our auction rate securities are collateralized by student loans which are
substantially guaranteed by the United States government. As of March 31, 2008, $144 million,
or approximately 95%, of our securities were collateralized by student loans guaranteed under
the Federal Family Education Loan Program (FFELP).

For the $144 million of securities collateralized by loans under FFELP, the value of the loans
that serve as collateral averaged 106% of the par value of our auction rate securities. For
the approximately 5% of securities that were not under FFELP, the collateral ratios averaged
117%. These collateral coverage ratios are based on data obtained from the most recently filed
quarterly servicing reports.

Interest Rates We have collected all accrued interest to date for our securities. Our
securities bear interest at market rates primarily based on United States Treasury rates.

Par Value Redemptions We also considered the fact that $23 million of our $152 million
of auction rate securities (or 15%) were called at par value prior to the filing of our
1st quarter 10-Q and subsequently redeemed on May 21, 2008. With no market currently
in existence for student loan backed auction rate securities, this redemption at par value
represents the best available current evidence of the value of the remaining $129 million of
securities, which are substantially similar to the $23 million that was redeemed.

In addition to the securities that were called at par, $1.3 million of partial redemptions were
received in May 2008 related to principal payments on the student loans. These redemptions
occur periodically throughout the lives of the auction rate securities, and are paid at par
value.

No Impact on Devon’s Liquidity Our auction rate securities at March 31, 2008,
represented less than 1% of our total assets at that date. With $2.2 billion of operating cash
flow generated in the 1st quarter of 2008, and over $2 billion of pending proceeds
from previously disclosed sales of discontinued operations, we are not in the position of
needing to liquidate the $152 million of auction rate securities under forced liquidation or
distress sale scenarios in order to satisfy our

    U.S. Securities and Exchange Commission

June 5, 2008

    page 4

liquidity requirements. As disclosed in Note 1 of our 1st quarter 10-Q, we have
the ability to hold these securities until maturity, and this ability was considered in our
overall assessment of the fair value measurement of the auction rate securities.

Based on the factors discussed above, we believe it is probable we will continue to collect the
contractual interest payments and par value maturity payments of our auction rate securities, and
that the par value of our securities was an appropriate estimate of fair value as of the March 31,
2008 measurement date. Therefore, we concluded no impairment of our securities existed on that
date.

In connection with the above responses to the staff’s comments, Devon acknowledges that:

    •

    Devon is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    Devon may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Sincerely,

Danny J. Heatly

Vice President — Accounting