Edgar Filing: DEVON ENERGY CORP/DE

As filed with the Securities and Exchange Commission on December 14, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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Devon Financing Corporation, U.L.C. Devon Energy Corporation
(Exact Name of Registrant as Specified in Its Charter) (Exact Name of Registrant as Specified in Its Charter)
Nova Scotia, Canada Delaware
(State or Other Jurisdiction of Incorporation or Organization) (State or Other Jurisdiction of Incorporation or Organization)
1311 1311
(Primary Standard Industrial Classification Code Number) (Primary Standard Industrial Classification Code Number)
N/A 73-1567067
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
20 North Broadway, Suite 1500 20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260 Oklahoma City, Oklahoma 73102-8260
(405) 235-3611 (405) 235-3611
(Address, Including Zip Code, and Telephone Number, Including (Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices) Area Code, of Registrant's Principal Executive Offices)

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DUKE R. LIGON
Senior Vice President and
General Counsel
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
(405) 235-3611
(Name, Address, including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

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Copies to:
SCOTT J. DAVIS
DAVID A. SCHUETTE
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600

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Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]

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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Per Proposed Maximum Registration
Securities to be Registered Registered Security(1) Offering Price(1) Fee
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6.875% Notes due 2011.............. $1,750,000,000 100% $1,750,000,000 $418,250
7.875% Debentures due 2031......... $1,250,000,000 100% $1,250,000,000 $298,750
Guarantees of the 6.875% Notes..... -- -- -- (2)
Guarantees of the 7.875% Debentures -- -- -- (2)

(1) Calculated in accordance with Rule 457(f) promulgated under the Securities
Act of 1933, as amended.
(2) Pursuant to Rule 457(n), no registration fee will be paid in connection
with the guarantees.

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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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The information in this prospectus is not complete and may be changed. We 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 it 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 14, 2001

DEVON FINANCING CORPORATION, U.L.C.

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OFFER TO EXCHANGE

$1,750,000,000
6.875% Notes due 2011
for
$1,750,000,000
6.875% Notes due 2011
that have been registered under the Securities Act of 1933

and

$1,250,000,000
7.875% Debentures due 2031
for
$1,250,000,000
7.875% Debentures due 2031
that have been registered under the Securities Act of 1933

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Fully and unconditionally guaranteed by Devon Energy Corporation

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Terms of the exchange offer:

. The exchange offer will expire at 5:00 p.m., New York City time, on ,
2002 unless we extend the offer.

. We will exchange the exchange securities for all outstanding
unregistered securities that are validly tendered and not withdrawn
prior to the expiration of the exchange offer. You may withdraw tenders
of unregistered securities at any time prior to the expiration of the
exchange offer.

. The exchange of securities will not be a taxable exchange for U.S.
federal income tax purposes.

. We will not receive any cash proceeds from the exchange offer.

. The terms of the exchange securities to be issued are identical in all
material respects to those of the outstanding unregistered securities,
except that the exchange securities do not have any transfer
restrictions or rights to additional interest.

. There is no established trading market for the exchange securities or
the unregistered securities. We do not intend to apply for listing of
the exchange securities on any securities exchange.

See "Risk Factors" beginning on page 10 for a discussion of risks you
should consider before you participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

The date of this prospectus is 2002.

Each holder of an unregistered security wishing to accept the exchange offer
must deliver the unregistered securities to be exchanged, together with the
letter of transmittal that accompanies this prospectus and any other required
documentation, to the exchange agent identified in this prospectus.
Alternatively, you may effect a tender of unregistered securities by book-entry
transfer into the exchange agent's account at Euroclear Bank S.A./N.A., as
operator of the Euroclear System ("Euroclear"), Clearstream Banking, S.A.
("Clearstream Banking") or The Depository Trust Company, New York, New York
("DTC"). All deliveries are at the risk of the holder. You can find detailed
instructions concerning delivery in the section called "The Exchange Offer" in
this prospectus and in the accompanying letter of transmittal.

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Each broker-dealer that receives exchange securities for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange securities. The letter
of transmittal accompanying this prospectus states that by so acknowledging and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. This prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange securities received in
exchange for unregistered securities where the unregistered securities were
acquired by the broker-dealer as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
date of this prospectus, we will make this prospectus available to any
broker-dealer for use in connection with any resale.

You should rely only on the information contained in, or incorporated by
reference into, this prospectus. Neither we nor Devon Energy have authorized
anyone to provide you with different or additional information and if anyone
does give you information of this sort, you should not rely on it. Neither we
nor Devon Energy are making an offer of the securities in any jurisdiction
where the offer or sale of the securities is not permitted. You should assume
that the information contained or incorporated by reference in this prospectus
is only accurate as of the date of this prospectus or the date of the document
incorporated by reference. Our business, financial condition, results of
operations and prospects may have changed since then.

TABLE OF CONTENTS

Page
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WHERE YOU CAN FIND MORE INFORMATION.................................. 1
DOCUMENTS INCORPORATED BY REFERENCE.................................. 1
FORWARD-LOOKING STATEMENTS........................................... 2
PROSPECTUS SUMMARY................................................... 3
SUMMARY OF THE EXCHANGE OFFER........................................ 4
SUMMARY DESCRIPTION OF THE EXCHANGE SECURITIES....................... 8
RISK FACTORS......................................................... 10
DEVON FINANCING CORPORATION, U.L.C................................... 17
DEVON ENERGY CORPORATION............................................. 17
USE OF PROCEEDS...................................................... 18
RATIO OF EARNINGS TO FIXED CHARGES................................... 19
CAPITALIZATION....................................................... 20
SELECTED HISTORICAL FINANCIAL DATA OF DEVON ENERGY................... 21
THE EXCHANGE OFFER................................................... 23
DESCRIPTION OF THE SECURITIES........................................ 33
MATERIAL UNITED STATES AND CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 46
PLAN OF DISTRIBUTION................................................. 51
LEGAL MATTERS........................................................ 51
EXPERTS.............................................................. 52
COMMONLY USED OIL AND GAS TERMS...................................... 53

For purposes of this prospectus, references to "we," "us" and "our" mean
Devon Financing Corporation, U.L.C. and references to "Devon Energy" mean Devon
Energy Corporation, together with its consolidated subsidiaries, including us,
unless the context indicates the reference is specifically to Devon Energy
Corporation. Unless the context indicates otherwise, the financial information
presented in this prospectus relating to the business of Devon Energy is the
consolidated financial information of Devon Energy. In addition, references to
"Anderson" in this prospectus mean Anderson Exploration Ltd. and its
consolidated subsidiaries, and references to "Mitchell" in this prospectus mean
Mitchell Energy & Development Corp. and its consolidated subsidiaries. Unless
the context otherwise indicates, when we refer to the "combined company" in
this prospectus, we are including Devon Energy, Anderson and Mitchell.

For an explanation of oil and gas terms used in this prospectus, see
"Commonly Used Oil and Gas Terms."

All references to "U.S.$," "$" or "dollars" in this prospectus are
references to United States dollars unless stated as "C$," "Canadian $" or
"Canadian dollars," which are references to Canadian dollars.

Whenever we refer in this prospectus to the 6.875% notes due 2011 issued on
October 3, 2001 or the 7.875% debentures due 2031 issued on October 3, 2001, we
will refer to them as the "unregistered notes" or the "unregistered
debentures," respectively, and collectively as the "unregistered securities."
Whenever we refer in this prospectus to the registered 6.875% notes due 2011 or
the registered 7.875% debentures due 2031, we will refer to them as the
"exchange notes" or the "exchange debentures" respectively, and collectively as
the "exchange securities."

WHERE YOU CAN FIND MORE INFORMATION

Devon Energy files reports, proxy statements and other information with the
SEC under the Securities Exchange Act of 1934. You may read and copy this
information at the SEC's public reference room at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 for further
information on the public reference room.

The SEC also maintains an Internet world wide website that contains reports,
proxy statements and other information about issuers, including Devon Energy,
that file electronically with the SEC. The address of that site is
http://www.sec.gov.

In accordance with U.S. securities laws, we are not obligated to file
annual, quarterly and current reports, proxy statements and other information
with the SEC. Accordingly, we do not file separate financial statements with
the SEC and do not independently publish our financial statements. Our
financial condition, results of operations and cash flows are consolidated into
the financial statements of Devon Energy.

We and Devon Energy have filed with the SEC a Registration Statement on Form
S-4, of which this prospectus forms a part, under the Securities Act, in
connection with our offering of the exchange securities. This prospectus does
not contain all of the information in the registration statement. You will find
additional information about us, Devon Energy and the exchange securities in
the registration statement. Any statements made in this prospectus concerning
the provisions of legal documents are not necessarily complete and you should
read the documents that are filed as exhibits to the registration statement.

DOCUMENTS INCORPORATED BY REFERENCE

This prospectus incorporates by reference certain information that Devon
Energy has filed with the SEC. This means that we can disclose important
information by referring you to another document filed separately with the SEC.
The information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by information that
is included directly in this prospectus.

This prospectus incorporates by reference the documents listed below that
Devon Energy has previously filed with the SEC and any future filing made with
the SEC by Devon Energy pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until completion of this exchange offer. The
documents contain important information about Devon Energy and its financial
condition.

. Devon Energy's Annual Report on Form 10-K for the year ended December
31, 2000;

. Devon Energy's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2001, June 30, 2001 and September 30, 2001; and

. Devon Energy's Current Reports on Form 8-K filed on January 30, 2001,
September 20, 2001, September 26, 2001, September 27, 2001, October 3,
2001, October 11, 2001, October 12, 2001, October 26, 2001, October 31,
2001, November 1, 2001 (two filings), November 28, 2001, December 3,
2001(Form 8-K/A) and December 12, 2001.

You may obtain any of the documents incorporated by reference into this
prospectus through Devon Energy or from the SEC's website at
http://www.sec.gov. Documents incorporated by reference are available from
Devon Energy without charge, excluding any exhibits to those documents, by
requesting them in writing or by telephone from Devon Energy as follows:

Devon Energy Corporation
20 North Broadway, Suite 1500
Attn: Investor Relations
Oklahoma City, Oklahoma 73102-8260
Telephone: (405) 552-4570

FORWARD-LOOKING STATEMENTS

We and Devon Energy, as the case may be, have made forward-looking
statements in this prospectus and in the documents incorporated by reference
into this prospectus, which are subject to risks and uncertainties and are
based on the beliefs and assumptions of our and Devon Energy's management and
on the information currently available to us and them.

Statements and calculations concerning oil and natural gas reserves and
their present value also are forward-looking statements in that they reflect
the determination, based on estimates and assumptions, that oil and natural gas
reserves may be profitably exploited in the future. When used or referred to in
this prospectus or the documents incorporated by reference into this
prospectus, 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. Forward-looking statements
in this prospectus also include statements relating to:

. Devon Energy's expectation that the acquisition of Mitchell will be
accretive to its reserves per share, production per share and cash
margin per share;

. the cost savings that Devon Energy anticipates from the acquisitions;

. the number and location of undrilled well locations and planned wells;

. future reserve replacement;

. various actions to be taken or requirements to be met in connection with
completing the acquisitions or integrating Devon Energy, Anderson and
Mitchell; and

. revenue, income and operations of the combined company.

These forward-looking statements are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The following factors, among
others, could cause actual results to differ materially from those described in
the forward-looking statements:

. expected cost savings from the acquisitions may not be fully realized
within the expected time frame;

. revenue of the combined company may be lower than expected;

. assumptions about energy markets, production levels, reserve levels,
operating results, competitive conditions, technology, the availability
of capital resources and capital expenditure obligations may prove to be
incorrect;

. changes may occur in the supply and demand for oil, natural gas, NGLs
and the other products or services provided or consumed by Devon Energy,
Anderson or Mitchell;

. changes may occur in the price of oil, natural gas, NGLs and the other
products or services provided or consumed by Devon Energy, Anderson or
Mitchell;

. costs or difficulties related to obtaining regulatory approvals for
completing the acquisitions and, following the acquisitions, to the
integration of the businesses of Devon Energy, Anderson and Mitchell,
may be greater than expected;

. general economic conditions, either internationally, nationally or in
the jurisdictions in which Devon Energy, Anderson or Mitchell are doing
business, may be less favorable than expected;

. legislative or regulatory changes, including changes in environmental
regulation, may adversely affect the businesses in which Devon Energy,
Anderson or Mitchell are engaged;

. there may be environmental risks and liability under federal, state and
foreign environmental laws and regulations; and

. changes may occur in the securities or capital markets.

Except for our and Devon Energy's ongoing obligations to disclose material
information as required by the federal securities laws, we and Devon Energy
have no intention or obligation to update these forward-looking statements
after the distribution of this prospectus.

PROSPECTUS SUMMARY

This summary may not contain all of the information that you should consider
before participating in this exchange offer. You should carefully read this
entire prospectus, the accompanying letter of transmittal and the documents
incorporated by reference.

Our Company

We were formed as an unlimited liability company under the Companies Act of
Nova Scotia on September 12, 2001. We are a wholly owned finance subsidiary of
Devon Energy Corporation (Oklahoma), which in turn is a wholly owned subsidiary
of Devon Energy. Our registered office is located at 1959 Upper Water Street,
Suite 800, Halifax, Nova Scotia B3J 2X2 and our principal executive office is
located at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260.
Our telephone number is (405) 235-3611. We are a holding company whose only
business is to access bank and capital markets on behalf of the Canadian
subsidiaries of Devon Energy. Otherwise, we conduct no independent business and
own no properties.

The Guarantor

Devon Energy is an independent energy company engaged primarily in oil and
natural gas exploration, development and production and in the acquisition of
producing properties. Devon Energy currently ranks among the five largest
U.S.-based independent oil and natural gas companies in terms of oil and
natural gas reserves, oil and natural gas production, equity market
capitalization and enterprise value (meaning total equity market capitalization
plus long-term debt). As of December 31, 2000, Devon Energy owned proved oil
and natural gas reserves of 1.1 billion Boe. Approximately 53% of these
reserves were natural gas and 47% were oil and NGLs. North American proved
reserves accounted for 75% of Devon Energy's total reserves and were weighted
62% to natural gas.

Devon Energy's common stock is traded on the American Stock Exchange under
the symbol "DVN." Devon Energy is a Delaware corporation, and its principal
offices are located at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma
73102-8260. Devon Energy's telephone number is (405) 235-3611.

Recent Developments

On October 12, 2001, Devon Energy accepted all of the Anderson Exploration
Ltd. ("Anderson") common shares tendered by Anderson stockholders pursuant to
the Offer to Purchase for Cash and Directors' Circular dated September 6, 2001
(the "Offer to Purchase"). In the Offer to Purchase, Devon Energy offered to
purchase each outstanding common share, including the associated rights, of
Anderson, for C$40.00 per common share. The total common shares accepted on
October 12, 2001 represented approximately 97% of the outstanding Anderson
common shares. On October 17, 2001, Devon Energy completed its acquisition of
Anderson by a compulsory acquisition under the Canada Business Corporations Act
of the remaining 3% of Anderson common shares. The total cost to Devon Energy
of acquiring Anderson's outstanding common shares and retiring Anderson's
outstanding options and appreciation rights was approximately $3.5 billion.

On August 14, 2001, Devon Energy and Mitchell announced that Devon Energy
will acquire Mitchell for cash and stock. In the transaction, Mitchell
stockholders would receive, for each Mitchell common share, $31 cash and 0.585
of a share of Devon Energy common stock. The merger agreement requires Devon
Energy to pay approximately $1.6 billion in cash and to issue up to
approximately 31.8 million shares of Devon Energy's common stock to Mitchell
stockholders and option holders. The cash portion of the purchase price will be
funded from a new $3.0 billion senior unsecured term loan credit facility. The
transaction is subject to approval by the stockholders of both companies, as
well as certain regulatory approvals. If approved, the transaction is expected
to be consummated shortly after the stockholder meetings.

SUMMARY OF THE EXCHANGE OFFER

On October 3, 2001, we issued $1.75 billion aggregate principal amount of
unregistered 6.875% notes due 2011 and $1.25 billion aggregate principal amount
of unregistered 7.875% debentures due 2031. Our obligations under the
unregistered securities are fully and unconditionally guaranteed by Devon
Energy. On the same day, we, Devon Energy and the initial purchasers of the
unregistered securities entered into a registration rights agreement in which
we and Devon Energy agreed that you, as a holder of unregistered securities,
would be entitled to exchange your unregistered securities for exchange
securities registered under the Securities Act but otherwise having terms
identical in all material respects to the unregistered securities. This
exchange offer is intended to satisfy these rights. After the exchange offer is
completed, you will no longer be entitled to any registration rights with
respect to your securities. The exchange securities will be our obligations and
will be entitled to the benefits of the indenture relating to the unregistered
securities. Our obligations under the exchange securities will also be fully
and unconditionally guaranteed by Devon Energy. The form and terms of the
exchange securities are identical in all material respects to the form and
terms of the unregistered securities, except:

. the exchange securities have been registered under the Securities Act,
and therefore will contain no restrictive legends;

. the exchange securities will not have registration rights; and

. the exchange securities will not have rights to additional interest.

For additional information on the terms of the exchange offer, see "The
Exchange Offer."

The Exchange Offer We are offering to exchange $1,000 principal
amount of:

. 6.875% notes due 2011 which have been
registered under the Securities Act for each
$1,000 principal amount of our outstanding
unregistered 6.875% notes (as of the date of
this prospectus, $1.75 billion in aggregate
principal amount of our unregistered 6.875%
notes due 2011 are outstanding)

. 7.875% debentures due 2031 which have been
registered under the Securities Act for each
$1,000 principal amount of our outstanding
unregistered 7.875% debentures (as of the date
of this prospectus, $1.25 billion in aggregate
principal amount of our unregistered 7.875%
debentures due 2031 are outstanding)

Expiration of the The exchange offer will expire at 5:00 p.m., New
Exchange Offer York City time, on , 2002, unless we decide to
extend the expiration date.

Conditions of the We will not be required to accept for exchange
Exchange Offer any unregistered securities, and we may amend or
terminate the exchange offer if any of the
following conditions or events occurs:

. the exchange offer violates applicable law or
any applicable interpretation of the staff of
the SEC;

. any action or proceeding shall have been
instituted or threatened which might
materially impair our ability to proceed with
the exchange offer, or a material adverse
development in any existing action or
proceeding with respect to us; or

. all governmental approvals, which we deem
necessary for the consummation of the exchange
offer, have not been obtained.

We will give oral or written notice of any
non-acceptance, amendment or termination to the
registered holders of the unregistered securities
as promptly as practicable. We reserve the right
to waive any conditions of the exchange offer.

Resale of Exchange
Securities Based on interpretative letters of the SEC staff
to third parties unrelated to us, we believe that
you can resell and transfer the exchange
securities you receive pursuant to this exchange
offer, without compliance with the registration
and prospectus delivery provisions of the
Securities Act, provided that:

. any exchange securities to be received by you
will be acquired in the ordinary course of
your business;

. you are not engaged in, do not intend to
engage in and have no arrangement or
understanding with any person to participate
in the distribution of the exchange securities;

. you are not an "affiliate" (as defined in Rule
405 under the Securities Act) of us or Devon
Energy or, if you are such an affiliate, you
will comply with the registration and
prospectus delivery requirements of the
Securities Act to the extent applicable;

. if you are a broker-dealer, you have not
entered into any arrangement or understanding
with us or Devon Energy or any "affiliate" of
us or Devon Energy (within the meaning of Rule
405 under the Securities Act) to distribute
the exchange securities; and

. if you are a broker-dealer, you will receive
exchange securities for your own account in
exchange for unregistered securities that were
acquired as a result of market-making
activities or other trading activities and
that you will deliver a prospectus meeting the
requirements of the Securities Act in
connection with any resale of such exchange
securities.

If you wish to accept the exchange offer, you
must represent to us that these conditions have
been met.

Accrued Interest on The exchange securities will accrue interest from
the Exchange the date interest was last paid on the
Securities and unregistered securities. If no interest was paid
Unregistered Securities on your unregistered securities, your exchange
securities will accrue interest from and
including October 3, 2001. We will pay interest
on the exchange securities semiannually on March
30 and September 30 of each year.

Procedures for If you wish to participate in the exchange offer,
Tendering you must transmit a properly completed and signed
Unregistered Securities letter of transmittal, and all other documents
required by the letter of transmittal, to the
exchange agent at the address set forth in the
letter of transmittal. These materials must be
received by the exchange agent before 5:00 p.m.,
New York City time, on , 2002, the expiration
date of the exchange offer. You must also provide:

. a confirmation of any book-entry transfer of
unregistered securities tendered
electronically into the exchange agent's
account with DTC, Euroclear or Clearstream,
and you must comply with DTC's, Euroclear's or
Clearstream's respective standard operating
procedures for electronic tenders, by which
you will agree to be bound in the letter of
transmittal; or

. physical delivery of your unregistered
securities to the exchange agent's address as
set forth in the letter of transmittal, and
the letter of transmittal must also contain
the representations you must make to us as
described under "The Exchange
Offer--Procedures for Tendering."

Special Procedures If you are a beneficial owner of unregistered
for Beneficial Owners securities that are held through a broker,
dealer, commercial bank, trust company or other
nominee and you wish to tender such unregistered
securities, you should contact the person
promptly and instruct the person to tender your
unregistered securities on your behalf.

Guaranteed Delivery If you cannot meet the expiration deadline, or
Procedures for you cannot deliver your unregistered securities,
Unregistered Securities the letter of transmittal or any other required
documentation, or comply with DTC's, Euroclear's
or Clearstream's respective standard operating
procedures for electronic tenders on time, you
may tender your unregistered securities according
to the guaranteed delivery procedures set forth
under "The Exchange Offer--Guaranteed Delivery
Procedures."

Withdrawal Rights You may withdraw the tender of your unregistered
securities at any time prior to 5:00 p.m., New
York City time, on , 2002, the expiration
date.

Consequences of If you are eligible to participate in this
Failure to Exchange exchange offer and you do not tender your
unregistered securities as described in this
prospectus, you will not have any further
registration rights. In that case, your
unregistered securities will continue to be
subject to restrictions on transfer. As a result
of the restrictions on transfer and the
availability of exchange securities, the
unregistered securities are likely to be much
less liquid than before the exchange offer. The
unregistered securities will, after the exchange
offer, bear interest at the same rate as the
exchange securities.

Certain U.S. Federal The exchange of the unregistered securities for
Income Tax Consequences exchange securities pursuant to the exchange
offer will not be a taxable exchange for U.S.
federal income tax purposes.

Use of Proceeds We will not receive any proceeds from the
issuance of exchange securities pursuant to the
exchange offer.

Exchange Agents for The Chase Manhattan Bank, the trustee under the
Unregistered Securities indenture for the unregistered securities, is
serving as the exchange agent in connection with
the exchange offer. The Chase Manhattan Bank can
be reached at 55 Water Street, Room 234, New
York, New York 10042; its telephone number is
(212) 638-0459 and its facsimile number is (212)
638-7380.

SUMMARY DESCRIPTION OF THE EXCHANGE SECURITIES

The following summarized description of the exchange securities is subject
to a number of important exceptions and qualifications. For additional
information on the terms of the exchange securities, see "Description of the
Securities."

Issuer Devon Financing Corporation, U.L.C.

Guarantor Devon Energy Corporation

Exchange Securities . $1,750,000,000 aggregate principal amount of
registered 6.875% notes due to mature on
September 30, 2011

. $1,250,000,000 aggregate principal amount of
registered 7.875% debentures due to mature on
September 30, 2031

Guarantee Devon Energy will fully and unconditionally
guarantee the due and punctual payment of the
principal of, premium, if any, additional
amounts, if any, interest on the securities and
any other obligations of ours under the
securities when and as they become due and
payable, whether at maturity, upon redemption, by
acceleration or otherwise if we are unable to
satisfy these obligations. The guarantee provides
that, in the event of a default on the
securities, the holders of the securities may
institute legal proceedings directly against
Devon Energy to enforce the guarantee without
first proceeding against us. See "Description of
the Securities--Guarantee."

Interest Payment Dates Payable on March 30 and September 30 of each year
beginning on March 30, 2002, and continuing to
September 30, 2011 for the exchange notes and to
September 30, 2031 for the exchange debentures.

Optional Redemption We may redeem some or all of the exchange
securities, in whole or in part, at any time, at
prices set forth in this prospectus, including
premium, if any, additional amounts, if any, and
accrued and unpaid interest. See "Description of
the Securities--Optional Redemption."

We may elect to redeem all, but not part, of the
exchange notes and all, but not part, of the
exchange debentures at any time if particular
changes occur in the laws or regulations
governing Canadian withholding taxes. See
"Description of the Securities--Optional
Redemption for Changes in Canadian Withholding
Taxes."

Ranking The securities will be our unsecured and
unsubordinated obligations ranking equal to our
other outstanding unsecured and unsubordinated
indebtedness, if any. Devon Energy's guarantee of
our obligations under the securities is a direct,
unsecured and unsubordinated obligation of Devon
Energy and will rank equally with all of its
other unsecured and unsubordinated obligations.
See "Description of the Securities--Guarantee."

Covenants The indenture limits both our and Devon Energy's
ability to incur liens and to enter into mergers,
consolidations, or transfers of all or
substantially all of our or Devon Energy's assets
unless the successor company assumes our or Devon
Energy's obligations under the indenture. These
covenants are subject to a number of important
qualifications and limitations. See "Description
of the Securities--Covenants."

Additional Amounts In the event that either we or Devon Energy are
required to withhold or deduct on account of any
Canadian taxes due from any payment made under or
with respect to the securities or the guarantee,
as the case may be, we or Devon Energy, as the
case may be, will pay additional amounts so that
the net amount received by each holder of
securities will equal the amount that the holder
would have received if the Canadian taxes had not
been required to be withheld or deducted. See
"Description of the Securities--Payment of
Additional Amounts."

RISK FACTORS

You should consider carefully the following factors, as well as the other
information set forth or incorporated by reference in this prospectus
(including the risks and other disclosure that are presented in Devon Energy's
Annual Report on Form 10-K for the year ended December 31, 2000), before
tendering your unregistered securities in the exchange offer.

Risk Relating to the Exchange Offer

Holders who fail to exchange their unregistered securities will continue to be
subject to restrictions on transfer.

If you do not exchange your unregistered securities for exchange securities
in the exchange offer, you will continue to be subject to the restrictions on
transfer of your unregistered securities described in the legend on the
certificates for your unregistered securities. The restrictions on transfer of
your unregistered securities arise because we issued the unregistered
securities under exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. In general, you may only offer or sell the unregistered securities if
they are registered under the Securities Act and applicable state securities
laws, or offered and sold under an exemption from these requirements. We do not
plan to register any sale of the unregistered securities under the Securities
Act. For further information regarding the consequences of tendering your
unregistered securities in the exchange offer, see the discussions below under
the captions "The Exchange Offer--Consequences of Exchanging or Failing to
Exchange Unregistered Securities" and "Material United States and Canadian
Income Tax Consequences."

We believe that exchange securities issued in exchange for unregistered
securities pursuant to the exchange offer may be offered for resale, resold or
otherwise transferred by you without registering the exchange securities under
the Securities Act or delivering a prospectus so long as you (1) are not one of
our "affiliates," which is defined in Rule 405 of the Securities Act and (2)
acquire the exchange securities in the ordinary course of your business and,
unless you are a broker dealer, you do not have any arrangement or
understanding with any person to participate in the distribution of the
exchange securities. Our belief is based on interpretations by the SEC's staff
in no-action letters issued to third parties. Please note that the SEC has not
considered our exchange offer in the context of a no-action letter, and the
SEC's staff may not make a similar determination with respect to our exchange
offer.

Unless you are a broker-dealer, you must acknowledge that you are not
engaged in, and do not intend to engage in, a distribution of the exchange
securities and that you have no arrangement or understanding to participate in
a distribution of the exchange securities. If you are one of our affiliates, or
you are engaged in, intend to engage in or have any arrangement or
understanding with respect to, the distribution of exchange securities acquired
in the exchange offer, you (1) should not rely on our interpretations of the
position of the SEC's staff and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction.

If you are a broker-dealer and receive exchange securities for your own
account pursuant to the exchange offer, you must acknowledge that you will
deliver a prospectus in connection with any resale of the exchange securities.
The letter of transmittal states that by so acknowledging and by delivering a
prospectus, you will not be deemed to admit that you are an "underwriter"
within the meaning of the Securities Act. If you are a broker-dealer, you may
use this prospectus, as it may be amended or supplemented from time to time, in
connection with the resale of exchange securities received in exchange for
unregistered securities acquired by you as a result of market-making or other
trading activities. For a period of 180 days after the date of this prospectus,
we will make this prospectus available to any broker-dealer for use in
connection with any resale. See "Plan of Distribution."

In addition, you may offer or sell the exchange securities in certain
jurisdictions only if they have been registered or qualified for sale there, or
an exemption from registration or qualification is available and is

complied with. Subject to the limitations specified in the registration rights
agreements relating to the unregistered securities, we will register or qualify
the exchange securities for offer or sale under the securities laws of any
jurisdictions that you reasonably request in writing. Unless you request that
the sale of the exchange securities be registered or qualified in a
jurisdiction, we currently do not intend to register or qualify the sale of the
exchange securities in any jurisdiction.

You must comply with the exchange offer procedures in order to receive exchange
securities.

Subject to the conditions set forth under "The Exchange Offer--Conditions to
the Exchange Offer," delivery of exchange securities in exchange for
unregistered securities tendered and accepted for exchange pursuant to the
exchange offer will be made only after timely receipt by the exchange agent of
the following:

. Certificates for unregistered securities or a book-entry confirmation of
a book-entry transfer of unregistered securities into the exchange
agent's account at The Depository Trust Company, New York, New York as
depository, including an agent's message (as defined) if the tendering
holder does not deliver a letter of transmittal;

. a completed and signed letter of transmittal (or facsimile thereof),
with any required signature guarantees, or, in the case of a book-entry
transfer, an agent's message in lieu of the letter of transmittal; and

. any other documents required by the letter of transmittal.

Therefore, holders of unregistered securities who would like to tender
unregistered securities in exchange for exchange securities should be sure to
allow enough time for the unregistered securities to be delivered on time. We
are not required to notify you of defects or irregularities in tenders of
unregistered securities for exchange. Unregistered securities that are not
tendered or that are tendered but we do not accept for exchange will, following
consummation of the exchange offer, continue to be subject to the existing
transfer restrictions under the Securities Act and, upon consummation of the
exchange offer, certain registration and other rights under the registration
rights agreement will terminate. See "The Exchange Offer--Procedures for
Tendering Unregistered Securities" and "The Exchange Offer--Consequences of
Exchanging or Failing to Exchange Unregistered Securities."

Some holders who exchange their unregistered securities may be deemed to be
underwriters.

If you exchange your unregistered securities in the exchange offer for the
purpose of participating in a distribution of the exchange securities, you may
be deemed to have received restricted securities and, if so, will be required
to comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.

There is no public market for the exchange securities and we cannot be sure an
active trading market for the exchange securities will develop.

There is no established trading market for the exchange securities, and we
cannot assure you that an active trading market will develop for the exchange
securities. Although the initial purchasers have informed us that they
currently intend to make a market in the exchange securities, they have no
obligation to do so and may discontinue making a market at any time without
notice.

The liquidity of any market for the exchange securities and their future
trading prices will depend upon the number of holders of the exchange
securities, the performance of Devon Energy, prevailing interest rates, the
market for similar securities, the interest of securities dealers in making a
market in the exchange securities and other factors. A liquid trading market
may not develop for the exchange securities. If no active trading market

develops, you may not be able to resell your exchange securities at their fair
market value or at all. If a market develops, the exchange securities could
trade at prices that may be lower than the initial offering price of the
unregistered securities. In addition, to the extent unregistered securities are
tendered and accepted in the exchange offer, the trading market, if any, for
the unregistered securities would be adversely affected. We do not intend to
apply for listing of the exchange securities on any securities exchange.

Risks Relating to an Investment in Us

We are newly formed and have no assets or operations.

We were formed on September 12, 2001, and are a holding company and a wholly
owned finance subsidiary of Devon Energy Corporation (Oklahoma), which in turn
is a wholly owned subsidiary of Devon Energy. We have no properties or
operations other than accessing bank and capital markets on behalf of the
Canadian subsidiaries of Devon Energy. Therefore, our ability to meet our
obligations under the securities may be limited. In addition, we have agreed to
provide unsecured and unsubordinated guarantees for Devon Energy's senior bank
indebtedness.

Risks Relating to an Investment in Devon Energy

Devon Energy depends upon payments from its subsidiaries.

Devon Energy is a holding company and conducts substantially all of its
operations through subsidiaries. Devon Energy's principal sources of cash are
external financings, dividends and advances from its subsidiaries, investments,
payments by subsidiaries for services rendered and interest payments from
subsidiaries on cash advances. The amount of cash and income available to Devon
Energy from its subsidiaries largely depends upon each subsidiary's earnings
and operating capital requirements. The terms of some of those subsidiaries'
borrowing arrangements limit payments and transfer of funds. In addition, the
ability of those subsidiaries to make any payments or transfer funds will
depend on the subsidiaries' earnings, business and tax considerations and legal
restrictions. Failure to receive adequate cash and income from its subsidiaries
could jeopardize Devon Energy's full and unconditional guarantee of our
obligations under the securities if we default on any of our obligations.

Claims of holders of the securities rank junior to those of creditors of Devon
Energy's subsidiaries.

Devon Energy's obligations under its guarantee will rank equally with its
other outstanding unsecured and unsubordinated obligations. However, as a
result of the holding company structure of Devon Energy, its guarantee of our
obligations under the securities will effectively rank junior to all existing
and future debt, trade payables and other liabilities of the subsidiaries of
Devon Energy. Any right of Devon Energy and its creditors to participate in the
assets of any of Devon Energy's subsidiaries upon any liquidation or
reorganization of any subsidiary will be subject to the prior claims of that
subsidiary's creditors, including trade creditors, except to the extent that
Devon Energy may be a creditor of the subsidiary.

The combined company's debt level may limit its financial flexibility.

As of September 30, 2001, Devon Energy had approximately $2.0 billion of
total debt and a total debt to total capital ratio of 26% as calculated under
the provisions of Devon Energy's revolving credit facilities and its new $3
billion credit facility. After giving effect to the issuance of the
unregistered securities and Devon Energy's financing of the Anderson
acquisition and the cash portion of the Mitchell acquisition, as of September
30, 2001, the combined company would have had approximately $8.3 billion of
total debt and a total debt to total capital ratio of 59%. The combined company
may also incur additional debt in the future, including in connection with
other acquisitions. The level of the combined company's debt could have several
important effects on the combined company's future operations, including, among
others:

. a significant portion of the combined company's cash flow from
operations will be dedicated to the payment of principal and interest on
the debt and will not be available for other purposes;

. rating agencies may view the combined company's debt level negatively;

. covenants contained in Devon Energy's existing debt arrangements,
including those contained in Devon Energy's new $3.0 billion senior
unsecured credit facility that was used to finance a portion of the
Anderson acquisition and will be used to finance the cash portion of the
Mitchell acquisition, will require the combined company to meet
financial tests that may affect the combined company's flexibility in
planning for and reacting to changes in its business, including possible
acquisition opportunities;

. the combined company's ability to obtain additional financing for
working capital, capital expenditures, acquisitions, general corporate
and other purposes may be limited;

. the combined company may be at a competitive disadvantage to similar
companies that have less debt; and

. the combined company's vulnerability to adverse economic and industry
conditions may increase.

Devon Energy may not succeed at divesting assets or may fail to do so on
favorable terms.

Devon Energy intends to divest certain assets and use the proceeds from
those divestitures to repay indebtedness. Devon Energy may be unable to effect
those divestitures or may be able to make those divestitures only on
unfavorable terms. This may result in Devon Energy being unable to reduce its
indebtedness to the extent desired, which may result in higher than expected
financing costs and limit Devon Energy's financial flexibility in the future.

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

Some of Devon Energy's 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. Losses
could occur for uninsurable or uninsured risks or in amounts in excess of
existing insurance coverage. We cannot assure you that Devon Energy 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 Energy's financial position and results of operations.

Devon Energy is subject to uncertainties of foreign operations.

Devon Energy has significant international operations in Azerbaijan, South
America, Southeast Asia and West Africa. Local political, economic and other
uncertainties may adversely affect these operations. These uncertainties
include:

. general strikes and civil unrest, such as those that occurred in
Argentina and Indonesia;

. the risk of war, acts of terrorism, expropriation, forced renegotiation
or modification of existing contracts;

. import and export regulations in China, Brazil, Egypt and other
countries;

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

. transportation regulations and tariffs;

. exchange controls, currency fluctuations, devaluation or other
activities that limit or disrupt markets and restrict payments or the
movement of funds, such as in Brazil and Argentina;

. laws and policies of the United States affecting foreign trade including
trade sanctions applicable to Azerbaijan;

. the possibility of being subject to exclusive jurisdiction of foreign
courts in connection with legal disputes relating to license to operate
and concession rights in countries where Devon Energy currently operates;

. the possible inability to subject foreign persons to the jurisdiction of
courts in the United States; and

. difficulties in enforcing Devon Energy's rights against a governmental
agency because of the doctrine of sovereign immunity and foreign
sovereignty over international operations in China and elsewhere.

Devon Energy may incur a tax liability as a result of its 1999 merger with
PennzEnergy.

On August 17, 1999, Devon Energy 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 Energy
with PennzEnergy, Devon Energy would recognize gain under Section 355(e) of the
Internal Revenue Code. Any transaction within a four-year period beginning two
years before the distribution is presumed to be a part of such a plan. Devon
Energy may not be able to overcome this presumption. Devon Energy estimates its
potential tax liability if it cannot overcome this presumption to be $16
million in additional tax for 1998 and for the elimination of approximately
$183 million in net operating loss carryovers.

Reported oil, natural gas and plant NGL reserve data and future net revenue
estimates are uncertain.

Estimates of reserves are projections based on engineering data, projected
future rates of production and the timing of future expenditures. Devon
Energy's estimates of its proved oil, natural gas and plant NGL reserves and
projected future net revenue are based on reserve reports that Devon Energy
prepares and on the reports of independent consulting petroleum engineers that
it hires for that purpose. The process of estimating oil, natural gas and plant
NGL reserves requires substantial judgment, resulting in imprecise
determinations, particularly for new discoveries. Different reserve engineers
may make different estimates of reserve quantities and related revenue based on
the same data. Future performance that deviates significantly from the reserve
reports could have a material adverse effect on Devon Energy's financial
position and results of operations.

Product prices are volatile, and low prices can adversely impact results.

The results of operations of Devon Energy are highly dependent on the prices
of and demand for natural gas, oil and NGLs. Historically, the markets for
natural gas, oil and NGLs have been volatile and are likely to continue to be
volatile in the future. Accordingly, the prices received by Devon Energy for
natural gas, oil and NGL production depend on numerous factors beyond its
control. These factors include, among other things:

. the level of ultimate consumer product demand;

. governmental regulations and taxes;

. the price and availability of alternative fuels;

. the level of imports and exports of natural gas, oil and NGLs; and

. the overall economic environment.

Any significant decline in prices for natural gas, oil and NGLs, as has
occurred from time to time in the past, could have a material adverse effect on
Devon Energy's financial condition, results of operations and quantities of
reserves recoverable on an economic basis. Should the oil and gas industry
experience significant price declines or other adverse market conditions, the
combined company may not be able to generate sufficient cash flows from
operations to meet its obligations, including those under the securities and
make planned capital expenditures.

Risks Relating to the Acquisitions of Anderson and Mitchell

Devon Energy may not be able to integrate the operations of Devon Energy,
Anderson and Mitchell successfully.

The acquisitions will present challenges to management, including the
integration of the operations, technologies and personnel of Devon Energy,
Anderson and Mitchell. For example, the addition of Mitchell will substantially
increase the midstream business (i.e., gas processing and similar activities)
of Devon Energy. Devon Energy's acquisition of Anderson presents similar
integration challenges, significantly increasing Devon Energy's Canadian
operations. Moreover, the simultaneous integration of Devon Energy, Anderson
and Mitchell into one combined company will necessarily involve more risk than
if only two companies were being integrated. The acquisitions will also include
other risks commonly associated with similar transactions, including
unanticipated liabilities, unanticipated costs and diversion of management's
attention. Any difficulties that Devon Energy encounters in the transition and
integration processes could have an adverse effect on the revenue, level of
expenses and operating results of the combined company. The combined company
may also experience operational interruptions or the loss of key employees,
customers or suppliers. As a result, Devon Energy may not realize any of the
anticipated benefits of the acquisitions.

Devon Energy expects to incur significant costs in connection with the
acquisitions.

Devon Energy expects to incur costs of approximately $125 million related to
the Anderson acquisition and $90 million related to the Mitchell acquisition.
These costs will include investment banking expenses, severance, legal and
accounting fees, printing expenses and other related charges incurred by Devon
Energy, Anderson and Mitchell. Devon Energy may also incur additional
unanticipated costs and expenses in connection with the acquisitions. In
addition, Devon Energy expects to incur approximately $50 million of costs in
connection with its financing of the Anderson acquisition and the cash portion
of the Mitchell acquisition.

Mitchell's significant investment in the Barnett Shale in North Texas may not
generate the benefits expected by Devon Energy.

Devon Energy believes that a significant portion of Mitchell's value and
future potential is tied to its assets in the Barnett Shale in North Texas. To
the extent that these assets do not generate the return expected of them, the
benefits of the Mitchell acquisition to Devon Energy will be reduced.

The combined company may not realize the accretion to various financial
measurements that Devon Energy expects to result from the acquisitions.

Devon Energy expects the Mitchell acquisition to be accretive to its
reserves per share, production per share and cash margin (i.e., revenue less
cash expenses) per share on a pro forma basis to varying degrees, although the
combination of both Anderson and Mitchell with Devon Energy is expected to be
dilutive to earnings per share in the near term. However, the Mitchell
acquisition may not be accretive to Devon Energy's reserves per share,
production per share, cash margin per share or earnings per share for any
future periods. It is possible that the Mitchell acquisition or Devon Energy's
acquisition of Anderson may, in fact, prove to be dilutive to Devon Energy's
actual per share results in the future and it is possible that Devon's
acquisition of Anderson and the Mitchell acquisition together will prove to be
dilutive to Devon Energy's earnings per share beyond the near term. Future
events and conditions which could reduce or eliminate such accretion or cause
such dilution include, among other things, adverse changes in:

. energy market conditions;

. commodity prices for natural gas, oil and NGLs;

. maintenance and growth of production levels;

. anticipated reserve levels;

. future operating results;

. competitive conditions;

. the effectiveness of technologies;

. the availability of capital resources;

. laws and regulations affecting the energy business;

. capital expenditure obligations; and

. general economic conditions.

The combined company will have significant assets located in North Texas, which
could heighten its exposure to regulatory and environmental issues.

Most of Mitchell's assets are located near large population centers in North
Texas. This means that the combined company will be particularly sensitive to
regulatory or environmental issues relating to these large population centers,
which could adversely affect the combined company's operating results.

The combined company may not achieve the benefits that Devon Energy expects
from Anderson's properties located in Canada's Northern Frontier area if a
sufficient gas pipeline is not built to serve that area.

There currently is no gas pipeline to deliver to market the amount of
natural gas that Devon Energy expects from Anderson's properties located in
Canada's Northern Frontier area, sometimes referred to as "North of 60." Plans
to build a gas pipeline that would enable the combined company to deliver
natural gas from North of 60 to southern markets have been under consideration
for nearly 30 years, but no construction has begun to date. In 1977, Canada and
the United States executed a Transit Pipeline Agreement that provided specific
requirements for the Alaska Natural Gas Transmission System, a proposed natural
gas pipeline which would extend from Alaska through Canada to the United
States. The Transit Pipeline Agreement was documented in the Alaskan Natural
Gas Transportation Act which was ratified by the U.S. Congress in the late
1970's. Approvals to build the pipeline were obtained by Foothills Pipe Lines,
Ltd, which was owned 50% by Westcoast Energy Inc. and 50% by TransCanada
Pipelines, Ltd. However, the pipeline has not been built and there is
considerable discussion occurring within the United States and Canada about
what requirements will be necessary for a pipeline to transport gas from Alaska
and/or the MacKenzie Delta/Beaufort Sea area through Canada to the United
States. Whether such a gas pipeline will be built and, if built, the timing of
its construction and the gas pipeline's location and capacity are uncertain and
depend on a number of factors that are beyond Devon Energy's control, including:

. the overall economic environment;

. political concerns, including relations between Canada and the United
States and relations among Canadian provinces and territories;

. possible legislative and regulatory changes in both Canada and the
United States; and

. related environmental risks and issues.

If a gas pipeline with sufficient capacity to deliver natural gas from North
of 60 to southern markets is not built, the combined company will not achieve
the benefits that Devon Energy expects from its North of 60 properties.

DEVON FINANCING CORPORATION, U.L.C.

We were formed as an unlimited liability company under the Companies Act of
Nova Scotia on September 12, 2001. We are a wholly owned finance subsidiary of
Devon Energy Corporation (Oklahoma), which in turn is a wholly owned subsidiary
of Devon Energy. Our registered office is located at 1959 Upper Water Street,
Suite 800, Halifax, Nova Scotia, B3J 2X2. We are a holding company whose only
business is to access bank and capital markets on behalf of the Canadian
subsidiaries of Devon Energy. Otherwise, we conduct no independent business and
own no properties.

DEVON ENERGY CORPORATION

Devon Energy's North American reserves are concentrated in four operating
divisions:

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

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

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

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

Devon Energy's proved reserves outside of North America totaled
approximately 278 MMBoe as of December 31, 2000. Its international activities
are concentrated in four core areas:

. Azerbaijan;

. South America, which includes Argentina and Brazil;

. Southeast Asia, which includes Indonesia and China; and

. West Africa and Egypt.

In addition to proved oil and natural gas properties, Devon Energy had an
inventory of exploration acreage of approximately 17.6 million net acres as of
December 31, 2000. This includes 5.4 million net acres in North America.

In August 2001, Devon announced proposed acquisitions of Anderson and
Mitchell. Devon Energy completed the acquisition of Anderson in October 2001.
The acquisition of Mitchell awaits stockholder approval and the satisfaction of
other closing conditions.

On a pro forma basis after the two acquisitions:

. Devon Energy's total proved oil and gas reserves would be approximately
2 billion Boe, with 1.8 billion Boe in North America; and

. Devon Energy's North American production for the third quarter of 2001
would be approximately 2.2 Bcf of natural gas per day and 179.4 MBbls of
oil and NGLs per day.

Recent Developments

Acquisition of Anderson

On October 12, 2001, Devon Energy accepted all of the Anderson common shares
tendered by Anderson stockholders pursuant to the Offer to Purchase. In the
Offer to Purchase, Devon Energy offered to purchase each outstanding common
share, including the associated rights, of Anderson, for C$40.00 per common
share. The total common shares accepted on October 12, 2001 represented
approximately 97% of the outstanding Anderson common shares. On October 17,
2001, Devon Energy completed its acquisition of Anderson by a compulsory
acquisition under the Canada Business Corporations Act of the remaining 3% of
Anderson common shares. The total cost to Devon Energy of acquiring Anderson's
outstanding common shares and retiring of Anderson's outstanding options and
appreciation rights was approximately $3.5 billion.

Devon Energy financed a portion of the Anderson acquisition with proceeds
from its issuance of the unregistered securities on October 3, 2001 through us.
The remainder of the purchase price was funded with borrowings under a $3.0
billion senior unsecured credit facility Devon Energy entered into on October
12, 2001 with UBS AG, Stamford Branch; UBS Warburg LLC; Bank of America, N.A.
and Banc of America Securities LLC. The new credit facility has a term of five
years and the interest rates on borrowings are determined based on a formula
set forth in the facility.

Acquisition of Mitchell

On August 14, 2001, Devon Energy and Mitchell announced that Devon Energy
entered into an agreement to acquire Mitchell for cash and stock in a
transaction whereby Mitchell will merge with and into a wholly owned subsidiary
of Devon Energy, with that wholly owned subsidiary being the surviving entity.
Under the terms of the merger agreement, Mitchell stockholders will receive,
for each share of Mitchell common stock, $31.00 in cash and 0.585 shares of
Devon Energy's common stock. The merger agreement requires Devon Energy to pay
approximately $1.6 billion in cash and to issue up to approximately 31.8
million shares of Devon Energy's common stock to Mitchell stockholders and
option holders.

The acquisition is subject to approval by the stockholders of both Devon
Energy and Mitchell, as well as regulatory approvals and the receipt of legal
opinions from counsel for each company as to the treatment of the acquisition
for U.S. federal income tax purposes. If the conditions to closing are
satisfied, the transaction is expected to be consummated shortly after each
company's stockholder meetings.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. In consideration
for issuing the exchange securities of a particular series as contemplated in
this prospectus, we will receive in exchange outstanding unregistered
securities of the corresponding series in like principal amount. The
unregistered securities surrendered in exchange for the exchange securities
will be retired and cancelled and cannot be reissued. Accordingly, issuance of
the exchange securities will not result in any change in our indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

Devon Energy's ratio of earnings to fixed charges for each of the periods
set forth below has been computed on a consolidated basis and should be read in
conjunction with Devon Energy's consolidated financial statements, including
the accompanying notes, incorporated by reference in this prospectus.

Nine months
Year ended December 31, ended
------------------------ September 30,
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- -------------

Ratio of earnings to fixed charges 5.43 -- -- -- 8.11 9.83

For the years ended December 31, 1997, 1998 and 1999, earnings were
insufficient to cover fixed charges by $340.2 million, $362.0 million and
$199.4 million, respectively.

Devon Energy's ratios of earnings to fixed charges were computed based on:

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

. "fixed charges," which consist of interest expense, including the
amortization of costs relating to the indebtedness and the amortization
of premiums recorded, distributions on preferred securities of
subsidiary trusts, amortization of costs relating to the offering of the
preferred securities of subsidiary trusts, and the estimated portion of
rental expense attributable to interest.

CAPITALIZATION

The following table sets forth Devon Energy's capitalization as of September
30, 2001 on a historical basis and on a pro forma as adjusted basis giving
effect to the acquisition of Anderson. The total debt to total capitalization
ratios shown below are calculated in the manner set forth in Devon Energy's
revolving credit facilities and its new $3 billion credit facility. These
facilities provide for adjustments to total long-term debt and total
stockholders' equity from those amounts shown below. The following table should
be read in conjunction with the unaudited pro forma financial data incorporated
by reference in this prospectus and the consolidated financial statements of
Devon Energy and Anderson incorporated by reference in this prospectus.

As of September 30, 2001
--------------------------------
Pro Forma
Devon as Adjusted for
Energy Anderson
Historical Acquisition
--------------- ---------------
(in thousands, except for ratios)

Long-term debt:
Historical long-term debt............................................. $ 1,984,777 $ 2,688,985
Long-term debt to be issued under the $3 billion, five year term loan
facility............................................................ -- 745,929
$3 billion of long-term notes and debentures, net of discounts........ -- 2,990,845
--------------- --------------
Total long-term debt.............................................. 1,984,777 6,425,759
--------------- --------------
Stockholders' equity:
Preferred stock....................................................... 1,500 1,500
Common stock.......................................................... 12,977 12,977
Additional paid-in capital............................................ 3,594,814 3,594,814
Retained earnings..................................................... 380,049 380,049
Accumulated other comprehensive loss.................................. (29,542) (29,542)
Unamortized restricted stock awards................................... (190,387) (190,387)
Treasury stock........................................................ (406) (406)
--------------- --------------
Total stockholders' equity........................................ 3,769,005 3,769,005
--------------- --------------
Total capitalization........................................... $ 5,753,782 $ 10,194,764
=============== ==============
Total debt to total capitalization ratios................................ 26% 60%

SELECTED HISTORICAL FINANCIAL DATA OF DEVON ENERGY

Devon Energy has provided the following information to aid in your analysis
of Devon Energy's financial condition. Devon Energy derived this information
from audited financial statements for the years 1996 through 2000 and from
unaudited financial statements for the nine months ended September 30, 2000 and
2001. In the opinion of Devon Energy's management, the unaudited interim
information reflects all adjustments, consisting only of normal and recurring
adjustments, necessary for a fair presentation of Devon Energy's results of
operations and financial condition for the nine months ended September 30, 2000
and 2001. Results for interim periods should not be considered indicative of
results for any other periods or for the year.

This information is only a summary. You should read it along with Devon
Energy's historical financial statements and related notes and the section
titled "Management's Discussion and Analysis of Financial Condition and Results
of Operations" contained in Devon Energy's annual reports, quarterly reports
and other information on file with the SEC and incorporated by reference into
this prospectus. See "Where You Can Find More Information."

Nine months ended
Year ended December 31, September 30
------------------------------------------------------- ---------------------
1996 1997 1998 1999 2000 2000 2001
-------- ---------- --------- ---------- ---------- ---------- ----------
(in thousands, except for per share data)

Selected historical consolidated
statement of operations data:
Oil, gas and NGL revenue................. $833,787 $ 966,268 $ 681,978 $1,256,872 $2,718,445 $1,879,603 $2,292,404
Other revenue............................ 36,470 48,255 24,248 20,596 65,658 54,438 43,060
-------- ---------- --------- ---------- ---------- ---------- ----------
Total revenue.......................... $870,257 $1,014,523 $ 706,226 $1,277,468 $2,784,103 $1,934,041 $2,335,464
======== ========== ========= ========== ========== ========== ==========
Earnings (loss) before extraordinary item
and cumulative effect of change in
accounting principle.................... $157,003 $ (218,191) $(235,885) $ (149,944) $ 730,342 $ 423,433 $ 571,937
Extraordinary item....................... (6,000) -- -- (4,200) -- -- --
Cumulative effect of change in
accounting principle.................... -- -- -- -- -- -- 49,452
-------- ---------- --------- ---------- ---------- ---------- ----------
Net earnings (loss)...................... $151,003 $ (218,191) $(235,885) $ (154,144) $ 730,342 $ 423,433 $ 621,389
======== ========== ========= ========== ========== ========== ==========
Net earnings (loss) per share -- basic:
Earnings (loss) before extraordinary
item and cumulative effect of
change in accounting principle........ $ 2.08 $ (3.35) $ (3.32) $ (1.64) $ 5.66 $ 3.27 $ 4.40
Extraordinary item..................... (0.11) -- -- (0.04) -- -- --
Cumulative effect of change in
accounting principle.................. -- -- -- -- -- -- 0.39
-------- ---------- --------- ---------- ---------- ---------- ----------
Net earnings (loss).................... $ 1.97 $ (3.35) $ (3.32) $ (1.68) $ 5.66 $ 3.27 $ 4.79
======== ========== ========= ========== ========== ========== ==========
Net earnings (loss) per share -- diluted:
Earnings (loss) before extraordinary
item and cumulative effect of
change in accounting principle........ $ 2.03 $ (3.35) $ (3.32) $ (1.64) $ 5.50 $ 3.20 $ 4.26
Extraordinary item..................... (0.11) -- -- (0.04) -- -- --
Cumulative effect of change in
accounting principle.................. -- -- -- -- -- -- 0.37
-------- ---------- --------- ---------- ---------- ---------- ----------
Net earnings (loss).................... $ 1.92 $ (3.35) $ (3.32) $ (1.68) $ 5.50 $ 3.20 $ 4.63
======== ========== ========= ========== ========== ========== ==========
Cash dividends per share................. $ 0.09 $ 0.09 $ 0.10 $ 0.14 $ 0.17 $ 0.12 $ 0.15
======== ========== ========= ========== ========== ========== ==========

As of December 31
------------------------------------------------------
As of
September 30,
1996 1997 1998 1999 2000 2001
---------- ---------- ---------- ---------- ---------- -------------
(in thousands)

Selected historical consolidated
balance sheet data:
Investment in common stock of ChevronTexaco
Corporation........................................ $ -- $ -- $ -- $ 614,382 $ 598,867 $ 601,083
Total assets........................................ 2,241,890 1,965,386 1,930,537 6,096,360 6,860,478 7,732,490
Debentures exchangeable into shares of
ChevronTexaco Corporation common stock............. -- -- -- 760,313 760,313 645,461
Other long-term debt................................ 361,500 427,037 735,871 1,656,208 1,288,523 1,339,316
Convertible preferred securities of subsidiary trust 149,500 149,500 149,500 -- -- --
Stockholders' equity................................ 1,159,772 1,006,546 749,763 2,521,320 3,277,604 3,769,005

THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

When we sold the unregistered securities in October 2001, we entered into a
registration rights agreement with the initial purchasers of the unregistered
securities. Under the registration rights agreement, we and Devon Energy agreed
to:

. file with the SEC a registration statement relating to the exchange
offer under the Securities Act no later than December 17, 2001;

. use commercially reasonable efforts to cause the exchange offer
registration statement to be declared effective under the Securities Act
on or before May 1, 2002; and

. complete the exchange offer by June 30, 2002.

If you participate in the exchange offer, you will, with limited exceptions,
receive securities that are freely tradable and not subject to restrictions on
transfer. You should read the information in this prospectus under the heading
"--Resales of Exchange Securities" for more information relating to your
ability to transfer exchange securities.

The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of unregistered securities in any jurisdiction in which
the exchange offer or the acceptance of the exchange offer would not be in
compliance with the securities laws or blue sky laws of such jurisdiction.

If you are eligible to participate in this exchange offer and you do not
tender your unregistered securities as described in this prospectus, you will
not have any further registration rights. In that case, your unregistered
securities will continue to be subject to restrictions on transfer under the
Securities Act.

Shelf Registration

In the registration rights agreement, we and Devon Energy agreed to file a
shelf registration statement only if:

. SEC rules or regulations or the applicable interpretations of the staff
of the SEC, we and Devon Energy are not permitted to effect the exchange
offer;

. for any other reason the exchange offer is not completed by June 30,
2002;

. upon the request of any holder of the unregistered securities, other
than an initial purchaser, who is not eligible to participate in the
exchange offer; or

. upon the request of an initial purchaser under specified circumstances.

Additional Interest

If a registration default (as defined below) occurs, we will be required to
pay additional interest to each holder of unregistered securities. During the
first 90-day period that a registration default occurs, we will pay additional
interest equal to 0.25% per annum. At the beginning of the second and any
subsequent 90-day period that a registration default is continuing, the amount
of additional interest will increase by an additional 0.25% per annum until all
registration defaults have been cured. However, in no event will the rate of
additional interest exceed 0.50% per annum for each of the unregistered
securities. Such additional interest will accrue only for those days that a
registration default occurs and is continuing. All accrued additional interest
will be paid to the holders of the unregistered securities in the same manner
as interest payments on the unregistered securities are made, with payments
being made on the interest payment dates for the securities. Following the cure
of all registration defaults, no more additional interest will accrue.

A "registration default" includes any of the following:

. we fail to file any of the registration statements required by the
registration rights agreement on or before the date specified for such
filing;

. such registration statement is not declared effective by the SEC on or
prior to the date specified for such effectiveness;

. we fail to complete the exchange offer on or prior to the date specified
for such completion; or

. a shelf registration statement that is required to be filed is declared
effective but thereafter ceases to be effective or usable during the
period specified in the registration rights agreement, subject to
certain exceptions for limited periods of time.

The exchange offer is intended to satisfy our exchange offer obligations
under the registration rights agreement. The above summary of the registration
rights agreement is not complete and is subject to, and qualified by reference
to, all the provisions of the registration rights agreement. A copy of the
registration rights agreement is filed as an exhibit to the registration
statement that includes this prospectus.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, we are offering to exchange
$1,000 principal amount of exchange securities for each $1,000 principal amount
of unregistered securities. You may tender some or all of your unregistered
securities only in integral multiples of $1,000. As of the date of this
prospectus, $1.75 billion aggregate principal amount of the unregistered notes
and $1.25 billion aggregate principal amount of the unregistered debentures are
outstanding.

The terms of the exchange securities to be issued are identical in all
material respects to the unregistered securities, except that the exchange
securities have been registered under the Securities Act and, therefore, the
certificates for the exchange securities will not bear legends restricting
their transfer and the exchange securities will not have any right to
additional interest. The exchange securities will be issued under and be
entitled to the benefits of the Indenture, dated as of October 3, 2001, among
us, Devon Energy, as guarantor, and The Chase Manhattan Bank, as trustee.

In connection with the issuance of the unregistered securities, we arranged
for the unregistered securities to be issued and transferable in book-entry
form through the facilities of Euroclear, Clearstream and DTC, acting as a
depositary. The exchange securities will also be issuable and transferable in
book-entry form through Euroclear, Clearstream and DTC.

There will be no fixed record date for determining the eligible holders of
the unregistered securities that are entitled to participate in the exchange
offer. We will be deemed to have accepted for exchange validly tendered
unregistered securities when and if we have given oral (promptly confirmed in
writing) or written notice of acceptance to the exchange agent. The exchange
agent will act as agent for the tendering holders of unregistered securities
for the purpose of receiving exchange securities from us and delivering them to
such holders.

If any tendered unregistered securities are not accepted for exchange
because of an invalid tender or the occurrence of certain other events
described herein, certificates for any such unaccepted unregistered securities
will be returned, without expenses, to the tendering holder thereof as promptly
as practicable after the expiration of the exchange offer.

Holders of unregistered securities who tender in the exchange offer will not
be required to pay brokerage commissions or fees or, subject to the
instructions in the letter of transmittal, transfer taxes with respect to the
exchange of unregistered securities for exchange securities pursuant to the
exchange offer. We will pay all charges and expenses, other than certain
applicable taxes, in connection with the exchange offer. It is important

that you read the section "--Fees and Expenses" below for more details
regarding fees and expenses incurred in the exchange offer.

If we successfully complete this exchange offer, any unregistered securities
whose holders do not tender or which we do not accept in the exchange offer
will remain outstanding and will continue to be subject to restrictions on
transfer. The unregistered securities will continue to accrue interest, but, in
general, the holders of unregistered securities after the exchange offer will
not have further rights under the registration rights agreement, and we will
not have any further obligation to register the unregistered securities under
the Securities Act. In that case, holders wishing to transfer unregistered
securities would have to rely on exemptions from the registration requirements
of the Securities Act.

Conditions of the Exchange Offer

You must tender your unregistered securities in accordance with the
requirements of this prospectus and the letter of transmittal in order to
participate in the exchange offer. Notwithstanding any other provision of the
exchange offer, or any extension of the exchange offer, we will not be required
to accept for exchange any unregistered securities, and may amend or terminate
the exchange offer if:

. the exchange offer violates applicable law or any applicable
interpretation of the staff of the SEC;

. any action or proceeding shall have been instituted or threatened which
might materially impair our ability to proceed with the exchange offer,
or a material adverse development in any existing action or proceeding
with respect to us; or

. all governmental approvals, which we deem necessary for the consummation
of the exchange offer, have not been obtained.

Expiration Date; Extensions; Amendment; Termination

The exchange offer will expire 5:00 p.m., New York City time, on , 2002,
unless, in our sole discretion, we extend it. In the case of any extension, we
will notify the exchange agent orally (promptly confirmed in writing) or in
writing of any extension. We will also notify the registered holders of
unregistered securities of the extension no later than 9:00 a.m., New York City
time, on the business day after the previously scheduled expiration of the
exchange offer.

To the extent we are legally permitted to do so, we expressly reserve the
right, in our sole discretion, to:

. delay accepting any unregistered security;

. waive any condition of the exchange offer; and

. amend the terms of the exchange offer in any manner.

We will give oral or written notice of any non-acceptance or amendment to
the registered holders of the unregistered securities as promptly as
practicable. If we consider an amendment to the exchange offer to be material,
we will promptly inform the registered holders of unregistered securities of
such amendment in a reasonable manner.

If we or Devon Energy determine in our sole discretion that any of the
events or conditions described in "--Conditions of the Exchange Offer" has
occurred, we may terminate the exchange offer. If we decide to terminate the
exchange offer, we may:

. refuse to accept any unregistered securities and return any unregistered
securities that have been tendered to the holders;

. extend the exchange offer and retain all unregistered securities
tendered prior to the expiration of the exchange offer, subject to the
rights of the holders of tendered unregistered securities to withdraw
their tendered unregistered securities; or

. waive the termination event with respect to the exchange offer and
accept all properly tendered unregistered securities that have not been
withdrawn.

If any such waiver constitutes a material change in the exchange offer, we
will disclose the change by means of a supplement to this prospectus that will
be distributed to each registered holder of unregistered securities, and we
will extend the exchange offer for a period of five to ten business days,
depending upon the significance of the waiver and the manner of disclosure to
the registered holders of the unregistered securities, if the exchange offer
would otherwise expire during that period.

Any determination by us concerning the events described above will be final
and binding upon parties. Without limiting the manner by which we may choose to
make public announcements of any extension, delay in acceptance, amendment or
termination of the exchange offer, we will have no obligation to publish,
advertise, or otherwise communicate any public announcement, other than by
making a timely release to a financial news service.

Interest on the Exchange Securities

The exchange securities will accrue interest from the date interest was last
paid on the unregistered securities. If no interest was paid on your
unregistered securities, your exchange securities will accrue interest from and
including October 3, 2001. Interest will be paid on the exchange securities
semi-annually on March 30 and September 30 of each year.

Resale of Exchange Securities

Based upon existing interpretations of the staff of the SEC set forth in
several no-action letters issued to third parties unrelated to us, we believe
that the exchange securities issued pursuant to the exchange offer in exchange
for the unregistered securities may be offered for resale, resold and otherwise
transferred by their holders, without complying with the registration and
prospectus delivery provisions of the Securities Act, provided that:

. any exchange securities to be received by you will be acquired in the
ordinary course of your business;

. you are not engaged in, do not intend to engage in or have any
arrangement or understanding with any person to participate in the
distribution of the unregistered securities or exchange securities;

. you are not an "affiliate" (as defined in Rule 405 under the Securities
Act) of us or Devon Energy or, if you are such an affiliate, you will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable;

. if you are a broker-dealer, you have not entered into any arrangement or
understanding with us or Devon Energy or any "affiliate" of us or Devon
Energy (within the meaning of Rule 405 under the Securities Act) to
distribute the exchange securities;

. if you are a broker-dealer, you will receive exchange securities for
your own account in exchange for unregistered securities that were
acquired as a result of market-making activities or other trading
activities and that you will deliver a prospectus in connection with any
resale of such exchange securities; and

. you are not acting on behalf of any person or entity that could not
truthfully make these representations.

If you wish to participate in the exchange offer, you will be required to
make these representations to us in the letter of transmittal.

If you are a broker-dealer that receives exchange securities in exchange for
unregistered securities held for your own account, as a result of market-making
or other trading activities, you must acknowledge that you will deliver a
prospectus in connection with any resale of the exchange securities. The letter
of transmittal states that by so acknowledging and by delivering a prospectus,
you will not be deemed to admit that you are an "underwriter" within the
meaning of the Securities Act. The prospectus, as it may be amended or
supplemented from time to time, may be used by any broker-dealers in connection
with resales of exchange securities received in exchange for unregistered
securities. We have agreed that, for a period of 180 days after the date of
this prospectus, we will make this prospectus and any amendment or supplement
to this prospectus available to any such broker-dealer for use in connection
with any resale.

Clearing of the Exchange Securities

Upon consummation of the exchange offer, the exchange securities will have
different CUSIP, Common Code and ISIN numbers from the unregistered securities.

Securities that were issued under Regulation S that are not tendered for
exchange will continue to clear through Euroclear and Clearstream under their
original Common Codes and their ISIN numbers will remain the same. Regulation S
securities (unless acquired by a manager as part of their original
distribution) may now be sold in the United States or to U.S. persons and, upon
any such transfer, a beneficial interest in the Regulation S global securities
will be able to be exchanged for an interest in the exchange global security in
accordance with procedures established by Euroclear or Clearstream and DTC.

Beneficial interests in the restricted Regulation S global securities may be
transferred to a person who takes delivery in the form of an interest in the
Regulation S global securities upon receipt by the trustee of a written
certification from the transferor, in the form provided in the indenture, to
the effect that the transfer is being made in accordance with Rule 903 or 904
of Regulation S.

We cannot predict the extent to which beneficial owners of an interest in
the Regulation S global securities will participate in the exchange offer.
Beneficial owners should consult their own financial advisors as to the
benefits to be obtained from exchange.

Procedures for Tendering

The term "holder" with respect to the exchange offer means any person in
whose name unregistered securities are registered on our agent's books or any
other person who has obtained a properly completed bond power from the
registered holder, or any person whose unregistered securities are held of
record by DTC, Euroclear or Clearstream who desires to deliver such
unregistered securities by book-entry transfer at DTC, Euroclear or Clearstream
as the case may be.

Except in limited circumstances, only a Euroclear participant, Clearstream
participant or a DTC participant listed on a DTC securities position listing
with respect to the unregistered securities may tender its unregistered
securities in the exchange offer. To tender unregistered securities in the
exchange offer:

. holders of unregistered securities that are DTC participants may follow
the procedures for book-entry transfer as provided for below under
"--Book-Entry Transfer" and in the letter of transmittal; or

. Euroclear participants and Clearstream participants on behalf of the
beneficial owners of unregistered securities are required to use
book-entry transfer pursuant to the standard operating procedures of
Euroclear or Clearstream, as the case may be, which include transmission
of a computer-generated message to Euroclear or Clearstream, as the case
may be, in lieu of a letter of transmittal. See the term "agent's
message" under "--Book-Entry Transfer."

In addition, either:

. the exchange agent must receive any corresponding certificate or
certificates representing unregistered securities along with the letter
of transmittal; or

. the exchange agent must receive, before expiration of the exchange
offer, a timely confirmation of book-entry transfer of unregistered
securities into the exchange agent's account at DTC, Euroclear or
Clearstream according to their respective standard operating procedures
for electronic tenders described below and a properly transmitted
agent's message described below; or

. the holder must comply with the guaranteed delivery procedures described
below.

The tender by a holder of unregistered securities will constitute an
agreement between such holder and us in accordance with the terms and subject
to the conditions set forth in this prospectus and in the letter of
transmittal. If less than all the unregistered securities held by a holder of
unregistered securities are tendered, a tendering holder should fill in the
amount of unregistered securities being tendered in the specified box on the
letter of transmittal. The entire amount of unregistered securities delivered
to the exchange agent will be deemed to have been tendered unless otherwise
indicated.

The method of delivery of unregistered securities, the letter of transmittal
and all other required documents or transmission of an agent's message, as
described under "--Book Entry Transfer," to the exchange agent is at the
election and risk of the holder. Instead of delivery by mail, we recommend that
holders use an overnight or hand delivery service. In all cases, sufficient
time should be allowed to assure timely delivery prior to the expiration of the
exchange offer. No letter of transmittal or unregistered securities should be
sent to us but must instead be delivered to the exchange agent. Delivery of
documents to DTC, Euroclear or Clearstream in accordance with their respective
procedures will not constitute delivery to the exchange agent.

If you are a beneficial owner of unregistered securities that are registered
in the name of a broker, dealer, commercial bank, trust company or other
nominee and you wish to tender your unregistered securities, you should contact
the registered holder promptly and instruct the registered holder to tender on
your behalf. If you wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your
unregistered securities, either:

. make appropriate arrangements to register ownership of the unregistered
securities in your name; or

. obtain a properly completed bond power from the registered holder.

The transfer of record ownership may take considerable time and may not be
completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal as described
in "--Withdrawal of Tenders" below, as the case may be, must be guaranteed by a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange
Act, unless the unregistered securities tendered pursuant thereto are tendered:

. by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the
letter of transmittal; or

. for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered
holder of any unregistered securities listed therein, the unregistered
securities must be endorsed or accompanied by appropriate bond powers which
authorize the person to tender the unregistered securities on behalf of the
registered holder, in either case signed as the name of the registered holder
or holders appears on the unregistered securities. If the letter of transmittal
or

any unregistered securities or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing and, unless waived by us, evidence satisfactory to us of
their authority to so act must be submitted with the letter of transmittal.

We will determine in our sole discretion all the questions as to the
validity, form, eligibility (including time of receipt), acceptance and
withdrawal of the tendered unregistered securities. Our determinations will be
final and binding. We reserve the absolute right to reject any and all
unregistered securities not validly tendered or any unregistered securities our
acceptance of which would, in the opinion of our counsel, be unlawful. We also
reserve the absolute right to waive any irregularities or conditions of tender
as to particular unregistered securities. Our interpretation of the terms and
conditions of the exchange offer (including the instructions in the letter of
transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of unregistered securities
must be cured within such time as we will determine. Neither we, the exchange
agent nor any other person shall be under any duty to give notification of
defects or irregularities with respect to tenders of unregistered securities
nor shall any of them incur any liability for failure to give such
notification. Tenders of unregistered securities will not be deemed to have
been made until such irregularities have been cured or waived. Any unregistered
securities received by the exchange agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned without cost by the exchange agent to the tendering holder of such
unregistered securities unless otherwise provided in the letter of transmittal,
as soon as practicable following the expiration date of the exchange offer.

In addition, we reserve the right in our sole discretion to (a) purchase or
make offers for any unregistered securities that remain outstanding subsequent
to the expiration date, and (b) to the extent permitted by applicable law,
purchase unregistered securities in the open market, in privately negotiated
transactions or otherwise. The terms of any such purchases or offers may differ
from the terms of the exchange offer.

Book-Entry Transfer

We understand that the exchange agent will make a request promptly after the
date of this document to establish accounts with respect to the unregistered
securities at DTC, Euroclear or Clearstream for the purpose of facilitating the
exchange offer. Any financial institution that is a participant in DTC's system
may make book-entry delivery of unregistered securities by causing DTC to
transfer such unregistered securities into the exchange agent's DTC account in
accordance with DTC's Automated Tender Offer Program procedures for such
transfer. Any participant in Euroclear or Clearstream may make book-entry
delivery of Regulation S unregistered securities by causing Euroclear or
Clearstream to transfer such securities into the exchange agent's account in
accordance with established Euroclear or Clearstream procedures for transfer.
The exchange for tendered unregistered securities will only be made after a
timely confirmation of a book-entry transfer of the unregistered securities
into the exchange agent's account, and timely receipt by the exchange agent of
an agent's message.

The term "agent's message" means a message, transmitted by DTC, Euroclear or
Clearstream, as the case may be, and received by the exchange agent and forming
part of the confirmation of a book-entry transfer, which states that DTC,
Euroclear or Clearstream, as the case may be, has received an express
acknowledgment from a participant tendering unregistered securities and that
such participant has received an appropriate letter of transmittal and agrees
to be bound by the terms of the letter of transmittal, and we may enforce such
agreement against the participant. Delivery of an agent's message will also
constitute an acknowledgment from the tendering DTC, Euroclear or Clearstream
participant, as the case may be, that the representations contained in the
appropriate letter of transmittal and described above are true and correct.

Guaranteed Delivery Procedures

Holders who wish to tender their unregistered securities and (i) whose
unregistered securities are not immediately available, or (ii) who cannot
deliver their unregistered securities, the letter of transmittal, or any

other required documents to the exchange agent prior to the expiration date, or
who cannot complete DTC's, Euroclear's or Clearstream's respective standard
operating procedures for electronic tenders before expiration of the exchange
offer, may tender their unregistered securities if:

. the tender is made through an eligible institution;

. before expiration of the exchange offer, the exchange agent receives
from the eligible institution either a properly completed and duly
executed notice of guaranteed delivery in the form accompanying this
prospectus, by facsimile transmission, mail or hand delivery, or a
properly transmitted agent's message in lieu of notice of guaranteed
delivery:

. setting forth the name and address of the holder and the registered
number(s), the certificate number or numbers of the unregistered
securities tendered and the principal amount of unregistered
securities tendered;

. stating that the tender offer is being made by guaranteed delivery;
and

. guaranteeing that, within three (3) business days after expiration of
the exchange offer, the letter of transmittal, or facsimile of the
letter of transmittal, together with the unregistered securities
tendered or a book-entry confirmation, and any other documents
required by the letter of transmittal will be deposited by the
eligible institution with the exchange agent; and

. the exchange agent receives the properly completed and executed letter
of transmittal, or facsimile of the letter of transmittal, as well as
all tendered unregistered securities in proper form for transfer or a
book-entry confirmation, and all other documents required by the letter
of transmittal, within three (3) business days after expiration of the
exchange offer.

Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their unregistered securities according to
the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided herein, tenders of unregistered securities may
be withdrawn at any time prior to 5:00 p.m., New York City time, , 2002, the
expiration date of the exchange offer.

For a withdrawal to be effective:

. the exchange agent must receive a written notice, which may be by
telegram, telex, facsimile transmission or letter, of withdrawal at the
address set forth below under "Exchange Agent"; or

. for DTC, Euroclear or Clearstream participants, holders must comply with
their respective standard operating procedures for electronic tenders
and the exchange agent must receive an electronic notice of withdrawal
from DTC, Euroclear or Clearstream.

Any notice of withdrawal must:

. specify the name of the person who tendered the unregistered securities
to be withdrawn;

. identify the unregistered securities to be withdrawn, including the
certificate number or numbers and principal amount of the unregistered
securities to be withdrawn;

. be signed by the person who tendered the unregistered securities in the
same manner as the original signature on the letter of transmittal,
including any required signature guarantees; and

. specify the name in which the unregistered securities are to be
re-registered, if different from that of the withdrawing holder.

If unregistered securities have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC, Euroclear or Clearstream to be credited
with the withdrawn unregistered securities and otherwise comply with the
procedures of the facility. We will determine all questions as to the validity,
form and eligibility (including time of receipt) for such withdrawal notices,
and our determination shall be final and binding on all parties. Any
unregistered securities so withdrawn will be deemed not to have been validly
tendered for purposes of the exchange offer, and no exchange securities will be
issued with respect thereto unless the unregistered securities so withdrawn are
validly re-tendered. Any unregistered securities which have been tendered but
which are not accepted for exchange will be returned to the holder without cost
to such holder as soon as practicable after withdrawal. Properly withdrawn
unregistered securities may be re-tendered by following the procedures
described above under "--Procedures for Tendering" at any time prior to the
expiration date.

Consequences of Failure to Exchange

If you do not tender your unregistered securities to be exchanged in this
exchange offer, they will remain "restricted securities" within the meaning of
Rule 144(a)(3) of the Securities Act. Accordingly, they:

. may be resold only if (i) registered pursuant to the Securities Act,
(ii) an exemption from registration is available or (iii) neither
registration nor an exemption is required by law; and

. shall continue to bear a legend restricting transfer in the absence of
registration or an exemption therefrom.

As a result of the restrictions on transfer and the availability of the
exchange securities, the unregistered securities are likely to be much less
liquid than before the exchange offer. Following the consummation of the
exchange offer, in general, holders of unregistered securities will have no
further registration rights under the registration rights agreement.

Exchange Agent

The Chase Manhattan Bank has been appointed as the exchange agent for the
exchange of the unregistered securities. Questions and requests for assistance
relating to the exchange of the unregistered securities should be directed to
the exchange agent addressed as follows:

The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10042
Telephone number: (212) 638-0459
Facsimile number: (212) 638-7380

Fees and Expenses

We will bear the expenses of soliciting tenders pursuant to the exchange
offer. The principal solicitation for tenders pursuant to the exchange offer is
being made by mail. Additional solicitations may be made by our officers and
regular employees and our affiliates in person, by telegraph or telephone.

We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We, however, will pay the
exchange agent reasonable and customary fees for its services and will
reimburse the exchange agent for its related reasonable out-of-pocket expenses
and accounting and legal fees. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of
transmittal and related documents to the beneficial owners of the unregistered
securities and in handling or forwarding tenders for exchange.

We will pay all transfer taxes, if any, applicable to the exchange of
unregistered securities pursuant to the exchange offer. The tendering holder,
however, will be required to pay any transfer taxes whether imposed on the
registered holder or any other person, if:

. certificates representing exchange securities or unregistered securities
for principal amounts not tendered or accepted for exchange are to be
delivered to, or are to be registered or issued in the name of, any
person other than the registered holder of unregistered securities
tendered;

. tendered unregistered securities are registered in the name of any
person other than the person signing the letter of transmittal; or

. a transfer tax is imposed for any reason other than the exchange of
unregistered securities under the exchange offer.

If satisfactory evidence of payment of such taxes or exemption therefrom is
not submitted with the letter of transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.

DESCRIPTION OF THE SECURITIES

We issued the unregistered securities and will issue the exchange securities
under an indenture, dated as of October 3, 2001, among us, Devon Energy and The
Chase Manhattan Bank, as trustee. The terms of the exchange securities to be
issued are identical in all material respects to the unregistered securities,
except that the exchange securities have been registered under the Securities
Act, the certificates for the exchange securities will not bear legends
restricting their transfer and the exchange securities will not have
registration rights or any rights to additional interest. The terms of the
securities include those stated in the indenture and those made part of the
indenture by reference to the Trust Indenture Act of 1939.

The following description is a summary of the material provisions of the
indenture. It does not restate those agreements in their entirety. We urge you
to read the indenture and the registration rights agreement because they, and
not this description, define your rights as holders of the securities.

The securities will be our unsecured and unsubordinated obligations and will
rank equally with our other outstanding unsecured and unsubordinated
indebtedness. Our obligations under the securities will be fully and
unconditionally guaranteed by Devon Energy. The indenture contains no
restrictions on the amount of additional indebtedness that we may issue or that
Devon Energy may guarantee under the indenture in the future.

Terms and Conditions of the Securities

Interest on the securities will begin to accrue upon their date of issuance
at the rate of:

. 6.875% per annum for the notes due September 30, 2011; and

. 7.875% per annum for the debentures due September 30, 2031.

Interest will be payable semiannually on March 30 and September 30 of each
year, beginning March 30, 2002, to the person in whose names the securities are
registered at the close of business on the preceding March 15 and September 15,
respectively. Interest on the securities will be computed on the basis of a
360-day year comprised of twelve 30-day months.

On October 3, 2001, we issued $1.75 billion aggregate principal amount of
unregistered notes and $1.25 billion aggregate principal amount of unregistered
debentures. The notes and debentures constitute separate series of securities
under the indenture. Without the consent of the holders of the securities, we
may issue and Devon Energy may guarantee additional securities under the
indenture having the same ranking and the same interest rate, maturity and
other terms as either series of securities. Any additional securities will,
together with the securities of the applicable series, constitute a single
series of securities under the indenture. No additional securities may be
issued or guaranteed if an event of default has occurred with respect to either
series of the securities.

Guarantee

Devon Energy will fully and unconditionally guarantee the due and punctual
payment of the principal of, premium, if any, additional amounts, if any, and
interest on the securities and any other obligations of ours under the
securities when and as they become due and payable, whether at maturity, upon
redemption, by acceleration or otherwise, if we are unable to satisfy these
obligations. Devon Energy's guarantee of our obligations under the securities
will be an unsecured and unsubordinated obligation of Devon Energy and will
rank equally with all of its other unsecured and unsubordinated obligations.
The guarantee provides that, in the event of a default in payment by us on the
securities, the holders of the securities may institute legal proceedings
directly against Devon Energy to enforce the guarantee without first proceeding
against us.

Optional Redemption

The securities will be redeemable by us, in whole or in part, at any time at
a redemption price equal to the greater of:

. 100% of the principal amount of the securities then outstanding to be
redeemed; or

. the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of the interest accrued to the
date of redemption) computed by discounting such payments to the
redemption date on a semiannual basis, assuming a 360-day year
consisting of twelve 30-day months, at a rate equal to the sum of 30
basis points plus the adjusted treasury rate, as that term is generally
used in the industry, on the third business day prior to the redemption
date, as calculated by an independent investment banker.

We will mail notice of redemption at least 30 days but not more than 60 days
before the applicable redemption date to each holder of the securities to be
redeemed. If we elect to redeem the securities in part, the trustee will select
the securities to be redeemed in a fair and appropriate manner.

Upon the payment of the redemption price, premium, if any, additional
amounts, if any, plus accrued and unpaid interest, if any, to the date of
redemption, interest will cease to accrue on and after the applicable
redemption date on the securities or portions thereof called for redemption.

Optional Redemption for Changes in Canadian Withholding Taxes

The securities will be subject to redemption by us in whole, but not in
part, at our option and at any time, on not fewer than 30 nor more than 60 days
prior written notice, at 100% of their principal amount, plus accrued and
unpaid interest, if any, up to, but not including, the redemption date, in the
event that either we, Devon Energy or any other obligor under the securities,
as the case may be, has become, or would become, obligated to pay, on the next
date on which any amount would be payable with respect to the securities, any
additional amounts relating to any present or future tax, duty, levy, impost,
assessment or other governmental charge imposed or levied by or on behalf of
Canada or any of its provinces or territories or by any authority or agency
therein having power to tax, and provided that the obligation to pay additional
amounts results from a change in the taxing laws and/or regulations of Canada
that is announced or becomes effective on or after the date of initial issuance
of the securities.

Provided, however:

. no notice of redemption will be given earlier than 60 days prior to the
earliest date on which we, Devon Energy or any other obligor under the
securities, as the case may be, would be obligated to pay any of these
additional amounts if a payment with respect to the securities were then
due;

. at the time any redemption notice is given, the obligation to pay these
additional amounts must remain in effect through the redemption date; and

. we cannot avoid paying the additional amounts by taking reasonable
measures available to us that we determine would not have an adverse
impact on us.

Prior to any redemption of the securities under these provisions, we will
deliver to the trustee or any paying agent an officer's certificate stating
that we are entitled to effect the redemption and setting forth a statement of
facts showing that the conditions precedent to the right of redemption have
occurred.

Covenants

Various capitalized terms used within this "Covenants" subsection are
defined at the end of this subsection.

Liens

Neither Devon Energy nor any of its Restricted Subsidiaries may incur,
issue, assume or guarantee any Debt that is secured by a Mortgage on any
Principal Property or on any shares of stock or Indebtedness of any Restricted
Subsidiary of Devon Energy, without first effectively providing that the
securities (together with, if Devon Energy so determines, any other
indebtedness of Devon Energy or its Restricted Subsidiaries that is not
subordinate in right of payment to the prior right of payment in full of the
securities) will be secured equally and ratably with, or prior to, the
incurred, issued, assumed or guaranteed secured Debt, for so long as this
secured Debt remains so secured.

This limitation on the incurrence, issuance, assumption or guarantee of any
Debt secured by a Mortgage will not apply to, and there will be excluded from
any secured Debt in any computation under this covenant, Debt secured by:

. Mortgages existing at the date of the indenture;

. Mortgages on property of, or on any shares of stock or Indebtedness of,
any entity existing at the time the entity is merged into or
consolidated with us or Devon Energy or becomes a Restricted Subsidiary
of Devon Energy;

. Mortgages in favor of Devon Energy or any of its Restricted Subsidiaries;

. Mortgages on property, shares of stock or Indebtedness:

. existing at the time of acquisition thereof, including acquisitions
through merger, consolidation or other reorganization;

. to secure the payment of all or any part of the purchase price thereof
or construction thereon; or

. to secure any Debt incurred prior to, at the time of, or within one year
after the later of the acquisition, the completion of construction or
the commencement of full operation of the property or within one year
after the acquisition of the shares or Indebtedness for the purpose of
financing all or any part of the purchase price thereof or construction
thereon;

provided that, if a commitment for the financing is obtained prior to or
within this one-year period, the applicable Mortgage will be deemed to
be included in this clause whether or not the Mortgage is created within
this one-year period;

. Mortgages in favor of the United States, any state thereof, Canada, or
any province thereof, or any department, agency or instrumentality or
political subdivision of any of the foregoing, or in favor of any other
country or any political subdivision thereof;

. Mortgages on minerals or geothermal resources in place, or on related
leasehold or other property interests, that are incurred to finance
development, production or acquisition costs, including but not limited
to Mortgages securing advance sale obligations;

. Mortgages on equipment used or usable for drilling, servicing or
operating oil, gas, coal or other mineral properties or geothermal
properties;

. Mortgages required by any contract or statute in order to permit Devon
Energy or any of its subsidiaries to perform any contract or subcontract
made with or at the request of the United States, any state thereof,
Canada, any province thereof, or in favor of any other country or any
political subdivision thereof, or any department, agency or
instrumentality of any of the foregoing;

. any Mortgage resulting from the deposit of moneys or evidence of
indebtedness in trust for the purpose of defeasing Debt of Devon Energy
or any of its Restricted Subsidiaries or secured Debt of Devon Energy or
any of its Restricted Subsidiaries the net proceeds of which are used,
substantially concurrent with the funding thereof, and taking into
consideration, among other things, required notices

to be given to the holders of the outstanding securities in connection
with the refunding, refinancing or repurchase thereof, and the required
corresponding durations thereof, to refund, refinance or repurchase all
of the outstanding securities, including the amount of all accrued
interest thereon and reasonable fees and expenses and premiums, if any,
incurred by Devon Energy or any of its Restricted Subsidiaries in
connection therewith; and

. any extension, renewal or replacement, or successive extensions,
renewals or replacements, of any Mortgage referred to in the foregoing
clauses of this covenant, so long as the extension, renewal or
replacement Mortgage is limited to all or a part of the same property,
including any improvements on the property, shares of stock or
Indebtedness that secured the Mortgage so extended, renewed or replaced.

Notwithstanding anything mentioned above, Devon Energy and any one or more
of its Restricted Subsidiaries may incur, issue, assume or guarantee Debt
secured by Mortgages that would otherwise be subject to the above restrictions
if the aggregate amount of the Debt secured by the Mortgages, together with the
outstanding principal amount of all other secured Debt of Devon Energy and its
Restricted Subsidiaries that would otherwise be subject to the above
restrictions, does not at any time exceed 10% of Consolidated Net Tangible
Assets.

The following transactions shall not be deemed to create Debt secured by a
Mortgage:

. the sale or other transfer of oil, gas, coal or other minerals in place
for a period of time until, or in an amount such that, the transferee
will realize therefrom a specified amount of money, however determined,
or a specified amount of oil, gas, coal or other minerals, or the sale
or other transfer of any other interest in property of the character
commonly referred to as an oil, gas, coal or other mineral payment or a
production payment, and including in any case, overriding royalty
interests, net profit interests, reversionary interests and carried
interests and other similar burdens on production; and

. the sale or other transfer by Devon Energy or any of its Restricted
Subsidiaries of properties to a partnership, joint venture or other
entity whereby Devon Energy or the Restricted Subsidiary would retain
partial ownership of the properties.

Consolidation, merger, conveyance of assets

The indenture provides, in general, that neither we nor Devon Energy will
consolidate with or merge into any other entity or convey, transfer or lease
our or its properties and assets substantially as an entirety to any person,
unless:

. the entity formed by the consolidation or into which we or Devon Energy
are merged, or the person who acquires the assets, shall be organized
under the laws of the United States, any state thereof, or the District
of Columbia and, in our case, Canada or any province thereof, and
expressly assumes our or Devon Energy's obligations under the indenture,
the securities and the guarantee; and

. immediately after giving effect to that type of transaction, no event of
default, and no event that, after notice or lapse of time or both, would
become an event of default, shall have happened and be continuing.

In addition, we may assign our obligations under the securities and the
indenture to Devon Energy or any other wholly owned subsidiary of Devon Energy
organized under the laws of the United States, any state thereof, the District
of Columbia, Canada or any province thereof, at any time, provided that the
assignee agrees to be bound by the terms of the securities and the indenture
and that Devon Energy's full and unconditional guarantee remains in full force
and effect if the assignee is not Devon Energy.

Event risk

Except for the limitations described above under the subsection "Liens,"
neither the indenture, the guarantee nor the securities affords holders of the
securities protection in the event of a highly leveraged transaction involving
us or Devon Energy or contains any restrictions on the amount of additional
indebtedness that we or Devon Energy may incur.

Definitions

"Consolidated Net Tangible Assets" means, calculated as of the date of the
financial statements for the most recently ended fiscal quarter or fiscal year,
as applicable, prior to the date of determination, the aggregate amount of
assets of Devon Energy and its consolidated subsidiaries, less applicable
reserves and other properly deductible items but including investments in
non-consolidated entities, after deducting therefrom:

. all current liabilities, excluding any portion thereof constituting
Funded Debt by reason of being renewable or extendible at the option of
the obligor beyond 12 months from the date of determination; and

. all goodwill, trade names, trademarks, patents, unamortized debt
discount and expenses and other like intangibles, all as set forth on a
consolidated balance sheet of Devon Energy and its consolidated
subsidiaries and computed in accordance with accounting principles
generally accepted in the United States.

"Debt" means indebtedness for money borrowed.

"Funded Debt" means all Debt of Devon Energy or any of its subsidiaries for
money borrowed which is not by its terms subordinated in right of payment to
the prior payment in full of the securities or to Devon Energy's full and
unconditional guarantee in respect thereof, as applicable, having a maturity of
more than 12 months from the date as of which the amount thereof is to be
determined or having a maturity of fewer than 12 months but by its terms being:

. renewable or extendible beyond 12 months from such date at the option of
the obligor; or

. issued in connection with a commitment by a bank or other financial
institution to lend so that the indebtedness is treated as though it had
a maturity in excess of 12 months pursuant to accounting principles
generally accepted in the United States.

"Indebtedness" means Debt and the deferred purchase price of property or
assets purchased.

"Mortgage" means and includes any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.

"Offshore" means the lands beneath the navigable waters of the U.S. or
Canada, or the continental shelf of the U.S. or Canada.

"Principal Property" means any oil, gas or mineral producing property, or
any refining, processing, smelting or manufacturing facility located in the
U.S., Canada or Offshore, other than:

. property employed in transportation, distribution or marketing;

. information and electronic data processing equipment; or

. any property that, in the opinion of the Board of Directors of Devon
Energy, is not materially important to the total business conducted by
Devon Energy and its subsidiaries as an entirety.

"Restricted Subsidiary" means us and any other subsidiary of Devon Energy:

. a substantial portion of the property of which is located, or a
substantial portion of the business of which is carried on, within the
U.S., Canada or Offshore;

. that owns or leases under a capital lease any Principal Property; and

. that has Stockholders' Equity exceeding 2% of Consolidated Net Tangible
Assets.

"Stockholders' Equity" means, with respect to any corporation, partnership,
joint venture, association, joint stock company, limited liability company,
unlimited liability company, trust, unincorporated organization or government,
or any agency or political subdivision thereof, stockholders' equity, as
computed in accordance with accounting principles generally accepted in the U.S.

Sinking Fund

We are not required to make sinking fund payments with respect to the
securities.

Book Entry, Delivery and Form

The securities will initially be issued only in registered, book-entry form,
in denominations of $1,000 and any integral multiples of $1,000 as described
under "--Book-Entry Only Issuance." We will issue global notes in denominations
that together equal the total principal amount of the exchange securities
issued in the exchange offer.

The securities require that payment with respect to the global notes be made
by wire transfer of immediately available funds to the accounts specified by
the holders of the securities. If no account is specified, we may choose to
make payment at the office of the trustee or by mailing a check to the holder's
registered address.

Modification of the Indenture

Modifications and amendments of the indenture may be made by us, Devon
Energy and the trustee with the consent of the holders of a majority in
principal amount of the outstanding securities of a series affected thereby;
provided, however, that no such modification or amendment may, without the
consent of the holder of each outstanding security affected thereby:

. extend the final maturity of the principal of any of the securities;

. reduce the principal amount of any of the securities;

. reduce the rate or extend the time of payment of interest or additional
amounts, if any, on any of the securities;

. reduce any amount payable on redemption of any of the securities;

. change the currency in which the principal of or interest on any of the
securities is payable;

. impair the right to institute suit for the enforcement of any payment on
any of the securities when due; or

. make any change in the percentage in principal amount of the securities,
the consent of the holders of which is required for any such
modification.

Without the consent of any holder of outstanding securities, we may amend or
supplement the indenture and each series of securities:

. to cure any ambiguity or inconsistency;

. to make the other modifications resulting from that addition described
in this prospectus and to make other modifications not inconsistent
therewith that do not adversely affect the rights of any holder of
outstanding securities; or

. to make other provisions that do not adversely affect the rights of any
holder of outstanding securities.

The holders of a majority in principal amount of the outstanding securities
of any series may, on behalf of the holders of all securities of that series,
waive any past default under the indenture with respect to that series, except
a default in the payment of the principal of, premium, if any, additional
amounts, if any, or interest on any securities of that series or in respect of
a provision which under the indenture cannot be modified or amended without the
consent of the holder of each outstanding securities of that series affected.

Events of Default

In general, the indenture defines an event of default with respect to the
securities of either series as being a:

(1) default in payment of any principal or premium, if any, on the
securities of that series, either at maturity, upon any redemption, by
declaration or otherwise;

(2) default for 30 days in payment of any interest or additional amounts, if
any, on the securities of that series;

(3) default for 90 days after written notice from the trustee or holders of
at least 25% in principal amount of the outstanding securities of that
series in the observance or performance of any covenant in the
securities or the indenture other than if the events of default
described in this clause (3) are the result of changes in accounting
principles generally accepted in the U.S.;

(4) default in the payment of any principal of our or Devon Energy's Funded
Debt outstanding in an aggregate principal amount in excess of $50
million at the stated final maturity thereof or the occurrence of any
other default the effect of which is to cause the stated final maturity
of this Funded Debt to be accelerated, and if:

. the default in payment is not cured within 60 days after written
notice of the default from the trustee or holders of at least 25% in
principal amount of the outstanding securities of that series; or

. the acceleration is not rescinded or annulled or the default that
caused the acceleration is not cured within 60 days after written
notice of the acceleration or default from the trustee or holders of
at least 25% in principal amount of the outstanding securities of
that series;

(5) an event of our or Devon Energy's bankruptcy, insolvency or
reorganization; or

(6) failure to keep Devon Energy's full and unconditional guarantee in place;

If an event of default with respect to securities of either series at the
time outstanding shall occur and be continuing, either the trustee or the
holders of at least 25% in principal amount of the outstanding securities of
such series may declare the principal amount of all securities of that series
to be due and payable immediately. However, any time after a declaration of
acceleration with respect to securities of either series has been made, but
before judgment or decree based on such acceleration has been obtained, the
holders of a majority in principal amount of outstanding securities of that
series may, under some circumstances, rescind and annul such acceleration.

The majority holders, however, may not annul or waive a continuing default
in payment of principal of, premium, if any, additional amounts, if any, or
interest on the securities.

The indenture provides that the holders of the securities will indemnify the
trustee before the trustee exercises any of its rights or powers under the
indenture. This indemnification is subject to the trustee's duty to act with
the required standard of care during a default. The holders of a majority in
aggregate principal amount of the outstanding securities of either series
affected may direct the time, method and place of:

. the conduct of any proceeding for any remedy available to the trustee; or

. the exercise of any trust or power conferred on the trustee.

This right of the holders of the securities is, however, subject to the
provisions in the indenture providing for the indemnification of the trustee
and other specified limitations.

In general, the indenture provides that holders of either series of the
securities may institute an action against us, Devon Energy or any other
obligor under the securities under the indenture only if the following four
conditions are fulfilled:

. the holder previously has given to the trustee written notice of default
and the default continues;

. the holders of at least 25% in principal amount of the securities issued
under the indenture and then outstanding have both requested the trustee
to institute such action and offered the trustee reasonable indemnity;

. the trustee has not instituted this action within 60 days of receipt of
such request; and

. the trustee has not received direction inconsistent with such written
request by the holders of a majority in principal amount of the
securities of such series then outstanding.

The above four conditions do not apply to actions by holders of the
securities under the indenture against us, Devon Energy or any other obligor
under the securities for payment of principal of, premium, if any, additional
amounts, if any, or interest on or after the due date provided, if any. The
indenture contains a covenant that we, Devon Energy and any other obligor under
the securities will file annually with the trustee a certificate of no default
or a certificate specifying any default that exists.

Discharge, Defeasance and Covenant Defeasance

We may discharge or defease our obligations under the indenture as set forth
below.

Under terms satisfactory to the trustee, we may discharge certain
obligations to holders of the securities of either series that have not already
been delivered to the trustee for cancellation. The securities must also:

. have become due and payable;

. be due and payable by their terms within one year; or

. be scheduled for redemption by their terms within one year.

We may discharge the securities by irrevocably depositing an amount
certified to be sufficient to pay at maturity, or upon redemption, the
principal, premium, if any, additional amounts, if any, and interest on the
securities. We may make the deposit in cash or U.S. Government Obligations, as
defined in the indenture.

We may also, upon satisfaction of the conditions listed below, discharge
particular obligations to holders of any of the securities at any time. This is
referred to as a defeasance. Under terms satisfactory to the trustee, we may be
released with respect to any outstanding securities from the obligations
imposed by sections 3.07 and 4.01 of the indenture. These sections contain the
covenants described above limiting liens and consolidations, mergers and
conveyances of assets. Also under terms satisfactory to the trustee, we may no
longer be required to comply with these sections without the creation of an
event of default. This is typically referred to as covenant defeasance.
Defeasance or covenant defeasance may be effected by us only if, among other
things:

. we irrevocably deposit with the trustee cash or U.S. Government
Obligations as trust funds in an amount certified to be sufficient to
pay at maturity or upon redemption the principal of, premium, if any,
additional amounts, if any, and interest on all outstanding securities;
and

. we deliver to the trustee an opinion of counsel to the effect that the
holders of the securities will not recognize income, gain or loss for
United States federal income tax purposes as a result of our defeasance
or covenant defeasance. This opinion must further state that these
holders will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the
case if our defeasance or covenant defeasance had not occurred. In the
case of our defeasance, this opinion must be based on a ruling of the
Internal Revenue Service or a change in United States federal income tax
law occurring after the date of the indenture, since this result would
not occur under current tax law.

Payment of Additional Amounts

Unless otherwise required by Canadian law, neither we nor Devon Energy will
deduct or withhold from payments made with respect to the securities and the
guarantee on account of any present or future taxes, duties, levies, imposts,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of any political subdivisions or taxing authorities in Canada having
the power to tax. In the event that either we or Devon Energy are required to
withhold or deduct on account of any Canadian taxes due from any payment made
under or with respect to the securities or the guarantee, as the case may be,
we or Devon Energy, as the case may be, will pay additional amounts so that the
net amount received by each holder of securities will equal the amount that the
holder would have received if the Canadian taxes had not been required to be
withheld or deducted. The amounts that we or Devon Energy are required to pay
to preserve the net amount receivable by the holders of the securities are
referred to as "additional amounts."

Additional amounts will not be payable with respect to a payment made to a
holder of the securities to the extent:

. that any Canadian taxes would not have been so imposed but for the
existence of any present or former connection between the holder and
Canada or a province or territory of Canada, other than the mere receipt
of the payment, acquisition, ownership or disposition of such securities
or the exercise or enforcement of rights under the securities, the
guarantee or the indenture;

. of any estate, inheritance, gift, sales, transfer or personal property
taxes imposed with respect to the securities, except described below or
as otherwise provided in the indenture;

. that any such Canadian taxes would not have been imposed but for the
presentation of the securities, where presentation is required, for
payment on a date more than 30 days after the date on which the payment
became due and payable or the date on which payment thereof is duly
provided for, whichever is later, except to the extent that the
beneficiary or holder thereof would have been entitled to additional
amounts had the securities been presented for payment on any date during
such 30-day period; or

. that the holder would not be liable or subject to such withholding or
deduction of Canadian taxes but for the failure to make a valid
declaration of non-residence or other similar claim for exemption, if:

. the making of the declaration or claim is required or imposed by
statute, treaty, regulation, ruling or administrative practice of the
relevant taxing authority as a precondition to an exemption from, or
reduction in, the relevant taxes; and

. at least 60 days prior to the first payment date with respect to
which we or Devon Energy shall apply this clause, we or Devon Energy
shall have notified all holders of the securities in writing that
they shall be required to provide this declaration or claim.

We and Devon Energy will also:

. withhold or deduct such Canadian taxes as required;

. remit the full amount of taxes deducted or withheld to the relevant
taxing authority in accordance with all applicable laws;

. use reasonable efforts to obtain from each relevant taxing authority
imposing the taxes certified copies of tax receipts evidencing the
payment of any taxes deducted or withheld; and

. upon request, make available to the holders of the securities, within 60
days after the date the payment of any taxes deducted or withheld is due
pursuant to applicable law, certified copies of tax receipts evidencing
such payment by us or Devon Energy and, notwithstanding our or Devon
Energy's efforts to obtain the receipts, if the same are not obtainable,
other evidence of such payments.

In addition, we or Devon Energy will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest, penalties
and additional amounts with respect thereto, payable in Canada or the United
States or any political subdivision or taxing authority of or in the foregoing
with respect to the creation, issue, offering, enforcement, redemption or
retirement of the securities or guarantee.

Concerning the Trustee

The Chase Manhattan Bank, the trustee under the indenture, is one of a
number of banks with which Devon Energy and its subsidiaries maintains ordinary
banking relationships and with which Devon Energy and its subsidiaries
maintains credit facilities.

Governing Law

The indenture, the securities and the guarantee will be governed by, and
construed in accordance with, the laws of the State of New York.

Book-Entry Only Issuance

The exchange securities will be represented by one or more registered
securities in global form, without interest coupons. The global securities will
be deposited on the issue date with, or on behalf of, the DTC and registered in
the name of Cede & Co., the DTC nominee, or will remain in the custody of the
trustee pursuant to the FAST Balance Certificate Agreement between the DTC and
the trustee. Investors may hold their beneficial interests in the global
securities directly through the DTC, Euroclear or Clearstream, if they are
participants in those systems, or, indirectly, through organizations that are
participants in those systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in the depositaries' names on the books of the DTC.

Except as set forth below, the global securities may be transferred in
whole, and not in part, solely to another nominee of the DTC or a successor to
the DTC or its nominee. All interests in the global securities, including those
held through Euroclear or Clearstream, may be subject to procedures and
requirements of the DTC and its direct or indirect participants. Those
interests held through Euroclear or Clearstream may also be subject to the
procedures and requirements of those systems.

Depositary Procedures

The following description of the operations and procedures of the DTC is
provided solely as a matter of convenience. These operations and procedures are
solely within the control of the DTC and are subject to changes by the DTC. We
take no responsibility for these operations and procedures and urge investors
to contact the DTC directly to discuss these matters.

The DTC has advised us that it is a:

. limited purpose trust company organized under the laws of the State of
New York;

. banking organization within the meaning of the laws of the State of New
York;

. member of the Federal Reserve System;

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

. clearing agency registered pursuant to the provisions of Section 17A of
the Securities Exchange Act.

The DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions among its participants
through electronic book-entry changes in their accounts, thereby eliminating
the need for physical movement of securities represented by physical
certificates. The DTC's participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other organizations. Banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant referred to as "indirect participants," also
have access to the DTC's book-entry system.

Upon deposit of the global securities with the DTC, the DTC will credit, on
its book-entry registration and transfer system, the accounts of those
participants designated by the initial purchasers with the principal amounts of
the global securities held by or through the participants. The record of the
DTC will show ownership and effect the transfer of ownership of the global
securities by its participants. The records of the participants will show
ownership and effect the transfer of ownership of the global securities by
persons holding beneficial interests in the global securities through them.

In the case of beneficial interests held by or though participants in
Euroclear or Clearstream, the DTC will credit the accounts of Euroclear,
Clearstream and their depositaries with the principal amounts of the global
securities beneficially owned by or through Euroclear and Clearstream,
respectively. These records of the DTC will show ownership and effect the
transfer of ownership of the global securities by Euroclear, Clearstream and
their depositaries. The records of Euroclear and Clearstream will show
ownership and effect the transfer of ownership of the global securities by
their participants, and the records of the participants will show ownership or
transfer of ownership of the global securities by persons holding through them.

So long as the DTC or its nominee is the registered owner of the global
securities, the DTC or such nominee will be considered the sole owner and
holder of the securities for all purposes under the indenture. Except as set
forth below, if you own a beneficial interest in the global securities, you
will not:

. be entitled to have the securities registered in your name;

. receive or be entitled to receive physical delivery of a certificate in
definitive form representing the securities; or

. be considered the owner or holder of the securities under the applicable
indenture for any purpose, including with respect to the giving of any
directions, approvals or instructions to the trustee.

Therefore, if you are required by state law to take physical delivery of the
securities in definitive form, you may not be able to own, transfer or pledge
beneficial interests in the global securities. In addition, the lack of a
physical certificate evidencing your beneficial interests in the global
securities may limit your ability to pledge the interests to a person or entity
that is not a participant in the DTC.

If you own beneficial interests in a global security, you will have to rely
on the procedures of the DTC and, if you are not a participant in the DTC, the
procedures of the participant through which you hold your beneficial interests,
to exercise your rights as a holder of the securities under the indenture. The
DTC has advised us that it will take any action permitted to be taken by a
holder of beneficial interests in the global securities only at the direction
of one or more of the participants to whose accounts the interests are
credited. We understand that, under existing industry practice, when a
beneficial owner of a global security wants to give any notice or take any
action that a registered holder is entitled to take, at our request or under
the indenture, the DTC will authorize the participant to give the notice or
take the action, and the participant will authorize its beneficial owners to
give

the notice or take the action. Accordingly, we, the trustee and the paying
agent will treat as a holder of beneficial interests in the global securities
anyone designated as such in writing by the DTC for purposes of obtaining any
consents or directions required under the indenture.

We will pay the principal of, premium, if any, additional amounts, if any,
and interest on, any of the securities through the trustee or paying agent to
the DTC or its nominee, as the registered holder of the global securities, in
immediately available funds. We expect the DTC or its nominee, upon receipt of
any payments, to immediately credit each participant's account with payments in
amounts proportionate to that participant's beneficial interest as shown on the
records of the DTC or its nominee. We also expect each participant to pay each
owner of beneficial interests in the global securities held through that
participant in accordance with standing customer instructions and customary
practices. These payments will be the sole responsibility of the participants.

Neither we, the trustee nor paying agent will assume any responsibility or
liability for any aspect of the records relating to, payments made on account
of or actions taken with respect to the beneficial ownership interests in the
global securities, or for any other aspect of the relationship between the DTC
and its participants, Euroclear or Clearstream and their participants, or
between the participants and the owners of beneficial interests. We, the
trustee and the paying agent may conclusively rely on instructions from the DTC
for all purposes. We obtained the above information about the DTC, Euroclear
and Clearstream and their book-entry systems from sources we believe are
reliable, but we take no responsibility for the accuracy of the information.

Settlement Procedures

Secondary market trading between the DTC participants will occur in the
ordinary way in accordance with the DTC's rules and procedures and will be
settled in immediately available funds using the DTC's same-day funds
settlement system.

Subject to compliance with the transfer restrictions applicable to the
securities, secondary market trading between participants of Euroclear and/or
Clearstream will occur in the ordinary way in accordance with each of its rules
and procedures and will be settled using the procedures applicable to
conventional Eurobonds in immediately available funds. Euroclear or its
depositaries will effect transfers in global securities between the DTC
participants, on the one hand, and Euroclear or Clearstream participants, on
the other hand, in accordance with the DTC's procedures and will settle them in
same-day funds. Euroclear or its depositaries, as the case may be, must deliver
instructions to Euroclear or Clearstream in accordance with Euroclear's or
Clearstream's procedures. If the transfer meets its settlement requirements,
Euroclear or Clearstream will instruct Euroclear or its depositaries to effect
final settlement on its behalf by delivering or receiving interests in the
global securities in its accounts with the DTC and making or receiving payment
in accordance with normal procedures of same-day funds settlement applicable to
the DTC. Participants in Euroclear and Clearstream may not deliver instructions
directly to Euroclear or its depositaries, as applicable.

Because of time zone differences, the accounts of Euroclear and Clearstream
participants purchasing beneficial interests in the global securities from the
Depository Trust Company participants will be credited with the securities
purchased, and the crediting will be reported to Euroclear and Clearstream
participants, on the securities settlement processing day immediately following
the DTC settlement processing day. Likewise, the accounts of Euroclear and
Clearstream participants selling beneficial interests in the global securities
to the DTC participants will be credited with the cash received on the DTC
settlement processing day, but the cash will not be available in the relevant
Euroclear or Clearstream cash account until the settlement processing day
immediately following the DTC settlement processing day.

Although the DTC, Euroclear and Clearstream have agreed to foregoing
procedures to facilitate transfers of interests in the global securities among
participants in the DTC, Euroclear and Clearstream, they are under no
obligation to perform or to continue to perform these procedures. These
procedures may be changed or

discontinued at any time. Neither we, the trustee nor the paying agent will
have any responsibility for the performance by the DTC, Euroclear or
Clearstream or their respective participants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.

Exchange of Global Securities for Certificated Securities

We will exchange beneficial interests in global securities for certificated
securities only if:

. the DTC notifies us that it is unwilling or unable to continue as a
depositary for the global securities;

. the DTC ceases to be a clearing agency registered under the Securities
Exchange Act; or

. we decide at any time not to have the securities represented by global
securities and so notify the trustee.

If there is an exchange, upon the surrender by the DTC of the global
securities, we will issue certificated securities in authorized denominations
and registered in the names that the DTC directs.

Neither we nor the trustee shall be liable for any delay by the DTC or any
participant or indirect participant in identifying the beneficial owners of the
related securities and each such person may conclusively rely on, and shall be
protected in relying on, instructions from the DTC for all purposes, including
with respect to the registration and delivery, and the respective principal
amounts, of the securities to be issued.

MATERIAL UNITED STATES AND CANADIAN FEDERAL INCOME TAX
CONSIDERATIONS

The summaries below are for general information only and do not consider all
aspects of U.S. and Canadian federal income taxation that may be relevant to
the purchase, ownership and disposition of the securities by a holder in light
of the holder's particular circumstances.

United States

The following summary of U.S. federal income tax consequences of the
purchase, ownership and disposition of the securities is based upon the
Internal Revenue Code of 1986, as amended, existing and proposed Treasury
regulations, Internal Revenue Service rulings and pronouncements and
administrative and judicial decisions currently in effect, all of which are
subject to change, possibly with retroactive effect, and any change could
affect the continuing validity of this summary. This summary of U.S. federal
income tax consequences deals only with the securities held as "capital assets"
as defined in the Internal Revenue Code by investors who purchase the
securities in the initial offering at the initial offering price and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, real estate
investment trusts, dealers in securities or currencies, persons holding
securities as a hedge against currency risk or as a position in a "straddle" or
"conversion transaction" or persons whose functional currency is not the U.S.
dollar. This summary does not address the effect of any applicable state, local
or foreign tax laws or, except to the limited extent discussed under "non-U.S.
holders," any estate and gift taxation laws.

A "U.S. holder" is a beneficial owner of the securities that is for U.S.
federal income tax purposes:

. a citizen or resident of the United States;

. a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision
thereof (other than a partnership that is not treated as a United States
person under any applicable Treasury regulations);

. an estate the income of which is subject to U.S. federal income tax
regardless of its source; or

. a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more U.S.
persons have the authority to control all substantial decisions of the
trust.

As used in this prospectus, the term "non-U.S. holder" means a beneficial
owner of the securities that is not a U.S. holder.

Prospective investors (whether U.S. holders or non-U.S. holders) should consult
their own tax advisors concerning the application of U.S. federal income tax
laws to their particular situations, as well as any consequences of the
purchase, ownership and disposition of the securities arising under the laws of
any other taxing jurisdiction.

For U.S. federal income tax purposes, we, Devon Financing Corporation,
U.L.C., will not be treated as an entity separate from Devon Energy Corporation
(Oklahoma). Accordingly, the term "Issuer," as used in the summary, refers to
Devon Energy Corporation (Oklahoma) and includes, where appropriate, Devon
Financing Corporation, U.L.C.

Exchange Offer

The exchange of unregistered securities for exchange securities pursuant to
the exchange offer will not be a taxable event for U.S. federal income tax
purposes. Accordingly, a holder will not recognize taxable gain or loss as a
result of such exchange and will have the same adjusted tax basis and holding
period in the exchange securities as such holder had in the unregistered
securities immediately before the exchange.

Expected tax treatment of U.S. holders

Interest on the securities will constitute "qualified stated interest" and
generally will be includable in the income of a U.S. holder as ordinary
interest income at the time such payments are accrued or received, in
accordance with the U.S. holder's regular method of tax accounting.

Upon the sale, exchange or retirement of any of the securities, a U.S.
holder generally will recognize taxable gain or loss equal to the difference
between the amount realized on the sale, exchange or retirement (other than
amounts representing accrued and unpaid interest) and such U.S. holder's
adjusted tax basis in the securities. A U.S. holder's adjusted tax basis in the
securities generally will equal such U.S. holder's initial investment in the
securities decreased by the amount of any payments, other than qualified stated
interest payments, received with respect to any of the securities. Such gain or
loss will generally be capital gain or loss and will be long-term capital gain
or loss if any of the securities have been held by the U.S. holder for more
than one year on the date of disposition.

Foreign tax credit considerations

As described below under "Canada," and subject to the limitations therein,
payment of interest on the securities will not be subject to Canadian
withholding tax. If, however, the interest payments become subject to Canadian
withholding taxes as the result of a change in Canadian tax law, U.S. holders
will be treated for U.S. federal income tax purposes as having actually
received the amount of taxes paid to the Canadian taxing authority by the
Issuer, and as having paid the taxes to the Canadian taxing authorities. As a
result, the amount of interest income included in your gross income generally
would be greater than the amount of cash you actually receive. Subject to
generally applicable limitations, a foreign tax credit may be claimed or
deduction taken for Canadian withholding taxes imposed on interest payments.
Interest on the securities will be treated as income from sources within the
United States for U.S. foreign tax credit purposes. Accordingly, these taxes
would be creditable only to the extent of other foreign source income. Gain or
loss on the sale, redemption, retirement at maturity or other taxable
disposition of the securities generally will constitute U.S. source gain or
loss for U.S. foreign tax credit purposes.

Non-U.S. Holders

Subject to the discussion below concerning backup withholding, a non-U.S.
holder will not be subject to U.S. federal withholding taxes on payments of
principal or interest on any of the securities, unless the non-U.S. holder:

. constructively owns 10% or more of the total combined voting power of
all classes of stock of the Issuer entitled to vote;

. is a controlled foreign corporation that is related to the Issuer
through stock ownership; or

. does not satisfy the statement requirement, described generally below.

A non-U.S. holder generally will not be subject to U.S. federal income tax
with respect to any gain or income realized by non-U.S. holders upon the sale,
exchange, retirement or other disposition of any of the securities unless:

. such gain or income is effectively connected with the conduct of a trade
or business in the United States by the non-U.S. holder; or

. in the case of a non-U.S. holder who is an individual, the individual is
present in the United States for 183 days or more in the taxable year of
the sale, exchange, retirement or other disposition of the securities,
and certain other conditions are met.

If a non-U.S. holder is engaged in a trade or business in the United States
and interest on the securities is effectively connected with the conduct of
such trade or business, or, in the case of an individual non-U.S. holder,

is present in the United States for 183 days or more, such non-U.S. holder will
generally be treated in the same manner as a U.S. holder with respect to
interest or other income and any gain realized on the sale, exchange,
retirement or other disposition of any of the securities held by that non-U.S.
holder. In addition, if such non-U.S. holder is a foreign corporation, it may
be subject to a branch profits tax equal to 30%, or such lower rate provided by
an applicable treaty, of its effectively connected earnings and profits for the
taxable year, subject to certain adjustments.

To satisfy the statement requirement described above, either:

. the beneficial owner of the securities must certify to the Issuer or its
agent in compliance with applicable laws and regulations and under
penalties of perjury, by submitting to the Issuer or its agent an
Internal Revenue Service Form W-8BEN or other suitable form, that it is
not a "United States person" as defined in the Internal Revenue Code and
provide its name and address; or

. a securities clearing organization, bank, or other financial institution
that holds customers' securities in the ordinary course of its trade or
business and that holds the securities on behalf of the beneficial owner
provides a statement to the Issuer or its agent in which it certifies
that an Internal Revenue Service Form W-8BEN or other suitable form has
been received from the beneficial owner by it or by a financial
institution between it and the beneficial owner and furnishes the payor
with a copy thereof.

Special rules apply to non-U.S. holders that are partnerships, estates, or
trusts and, in certain circumstances, certifications as to foreign status and
other matters may be required to be provided by partners and beneficiaries
thereof.

If a non-U.S. holder cannot satisfy this statement requirement described
above, payments of interest made to such non-U.S. holder will be subject to a
30% withholding tax unless the beneficial owner of the security provides the
Issuer or its agent with a properly executed:

. Internal Revenue Service Form W-8BEN claiming an exemption from
withholding tax or a reduction in withholding tax under the benefit of a
tax treaty; or

. Internal Revenue Service Form W-8ECI stating that interest paid on the
securities is not subject to withholding tax because it is effectively
connected with the beneficial owner's conduct of a trade or business in
the United States.

Securities beneficially owned by an individual who at the time of death is
not a U.S. citizen or resident as specifically defined for U.S. estate tax
purposes will not be subject to the U.S. federal estate tax as a result of such
individual's death, provided that such individual does not constructively own
10% or more of the total combined voting power of all classes of stock of the
Issuer entitled to vote and provided that the interest payments with respect to
such securities would not have been, if received at the time of such
individual's death, effectively connected with the conduct of a U.S. trade or
business by such individual.

Backup Withholding

Backup withholding of U.S. federal income tax may apply to payments made
with respect to the securities to registered owners who are not "exempt
recipients" and who fail to provide certain identifying information, such as
the registered owner's taxpayer identification number, in the required manner.
Generally, individuals are not exempt recipients, whereas corporations and
certain other entities generally are exempt recipients. The backup withholding
tax rate of 30.5% will be reduced to 30% for payments made during the years
2002 and 2003, 29% for payments made during the years 2004 and 2005, and 28%
for payments made during the years 2006 through 2010. For payments made after
2010, the backup withholding rate will be increased to 31%.

Payments made with respect to the securities to a U.S. holder must be reported
to the Internal Revenue Service, unless the U.S. holder is an exempt recipient
or establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup
withholding for non-U.S. holders. Any amounts withheld under the backup
withholding rules from a payment to a beneficial owner would be allowed as a
refund or a credit against such beneficial owner's U.S. federal income tax,
provided the required information is furnished to the Internal Revenue Service.

Canada

The following is a summary of the principal Canadian federal income tax
considerations generally applicable under the Income Tax Act (Canada) to a
person who acquires beneficial ownership of securities pursuant to this
offering and who for purposes of the Income Tax Act (Canada), and at all
relevant times, is not resident or deemed to be resident in Canada, deals at
arm's length with the issuer of the securities, and does not use or hold, and
is not deemed to use or hold, the securities in carrying on business in Canada.
For the purposes of the Income Tax Act (Canada), related persons (as defined
therein) are deemed not to deal at arm's length and it is a question of fact
whether persons not related to each other deal at arm's length.

The discussion below is intended to be a general description of the Canadian
income tax considerations applicable in respect of the securities acquired
pursuant to this prospectus and is not intended to be, nor should it be
construed to be, legal or tax advice to any particular purchaser. Accordingly,
prospective investors are urged to consult their own tax advisors with respect
to the tax consequences of an investment in the securities.

This summary is based on the current provisions of the Income Tax Act
(Canada) and the regulations thereunder in force on the date hereof, specific
proposals to amend the Income Tax Act (Canada) and the regulations thereunder
publicly announced by the Minister of Finance (Canada) as of the date of this
prospectus, and the current published administrative and assessing practices of
the Canada Customs and Revenue Agency. This summary is not exhaustive of all
possible Canadian income tax consequences and, except for publicly announced
tax proposals, does not otherwise take into account or anticipate changes in
the law or in the assessment and administrative practices of the Canada Customs
and Revenue Agency, whether by judicial, governmental or legislative decision
or action, nor does it take into account tax legislation or considerations of
any province or territory of Canada or any jurisdiction other than Canada. No
assurance can be given that tax proposals will become law in their present form
or at all. This summary is not applicable to any person other than a person who
acquires securities pursuant to this offering and may not be applicable after
any amendment of the securities or the indenture.

The payment of interest by Devon Financing Corporation, U.L.C. on the
securities to such a person will be exempt from Canadian non-resident
withholding tax under the Income Tax Act (Canada), provided that the terms of
the securities do not require Devon Financing Corporation, U.L.C. to repay more
than 25% of the principal amount payable thereunder before the fifth
anniversary of the date of issue of the securities, except in the event of a
default under the securities that is commercially reasonable and beyond the
control of the holders of the securities or the trustee. Certain events of
default under the securities can be triggered by a default under indebtedness
other than the securities, and it is assumed that the events of default under
such other indebtedness are commercially reasonable and beyond the control of
the holders of the securities or the trustee. Subject to the foregoing, the
payment of interest, premium, if any, and principal by Devon Financing
Corporation, U.L.C. on the securities will be exempt from non-resident
withholding tax under the Income Tax Act (Canada). If the terms of the
securities do require Devon Financing Corporation, U.L.C. to repay more than
25% of the principal amount thereof before the fifth anniversary of the date of
issue thereof, or if a holder thereof does not deal at arm's length with Devon
Financing Corporation, U.L.C., the payment of interest thereon will be subject
to Canadian non-resident withholding tax under the Income Tax Act (Canada) at a
rate of 25% thereof (or, if applicable, such lower rate as is specified by a
tax treaty between Canada and the holder's country of residence).

No other tax on income (including capital gains) will be payable under the
Income Tax Act (Canada) in respect of the holding, repayment, redemption or
disposition of the securities, or the receipt of interest, premium, if any, or
principal thereon, except that in certain circumstances, a holder that has
elected to have the securities treated as taxable Canadian property, or that
uses, holds or is deemed to use or hold the securities in the course of
carrying on a business in Canada may be subject to such taxes, as will a holder
that is a non-resident insurer carrying on business in Canada and elsewhere in
respect of which the securities are designated insurance property for purposes
of the Income Tax Act (Canada).

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange securities for its own account in
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of the exchange securities. This prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange securities received in
exchange for unregistered securities where the unregistered securities were
acquired as a result of market-making activities or other trading activities.
We have agreed that for 180 days after the date of this prospectus we will make
this prospectus, as amended or supplemented, available to any broker-dealer
that requests these documents from the exchange agent for use in connection
with resales of the exchange securities. In addition, until , 2002, all
dealers affecting transactions in the exchange securities may be required to
deliver a prospectus.

We will not receive any proceeds from any sale of exchange securities by
broker-dealers. Exchange securities received by broker-dealers for their own
account in the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the exchange securities or a combination of
such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any
resale of the exchange securities may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer and/or the purchasers of
any such exchange securities. Any broker-dealer that resells exchange
securities that were received by it for its own account in the exchange offer
and any broker or dealer that participates in a distribution of the exchange
securities may be deemed to be an "underwriter" within the meaning of the
Securities Act. Any profit on any resale of exchange securities and any
commissions or concessions received by any persons deemed to be underwriters
may be deemed to be underwriting compensation under the Securities Act. The
enclosed letter of transmittal states that by acknowledging that it will
deliver and be delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the date of this prospectus, we will promptly
send additional copies of this prospectus and any amendment or supplement to
this prospectus to any broker-dealer that requests such documents in the letter
of transmittal. We have agreed to pay all expenses incident to the exchange
offer (including the expenses of one counsel for the holders of the
unregistered securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the unregistered securities
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

Following completion of the exchange offer, we may, in our sole discretion,
commence one or more additional exchange offers to holders of unregistered
securities who did not exchange their unregistered securities for exchange
securities in the exchange offer on terms which may differ from those contained
in the prospectus and the enclosed letter of transmittal. This prospectus, as
it may be amended or supplemented from time to time, may be used by us in
connection with any additional exchange offers. These additional exchange
offers may take place from time to time until all outstanding unregistered
securities have been exchanged for exchange securities, subject to the terms
and conditions in the prospectus and letter of transmittal distributed by us in
connection with these additional exchange offers.

LEGAL MATTERS

The validity of the exchange securities and the guarantees will be passed
upon for us by Mayer, Brown & Platt. Mayer, Brown & Platt will rely upon the
opinion of Stewart McKelvey Stirling Scales of Halifax, Nova Scotia, concerning
matters of Canadian law.

EXPERTS

The consolidated financial statements of Devon Energy and its subsidiaries
as of December 31, 2000, 1999, and 1998 and for each of the years then ended
have been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG LLP expresses reliance
on other auditors for 1999 and 1998.

The consolidated financial statements of Northstar Energy Corporation as of
and for the year ended December 31, 1998, not separately presented in this
Registration Statement on Form S-4, have been audited by Deloitte & Touche LLP,
Chartered Accountants, whose report thereon appears in Devon Energy's 2000
Annual Report on Form 10-K, incorporated by reference herein. Such consolidated
financial statements, to the extent they have been included in the consolidated
financial statements of Devon Energy, have been so included in reliance on the
report of such independent accountants given on the authority of said firm as
experts in accounting and auditing.

The audited consolidated financial statements of Santa Fe Snyder Corporation
as of December 31, 1999 and 1998 and for the years then ended, not separately
presented in this Devon Financing Corporation, U.L.C. and Devon Energy
Corporation Registration Statement on Form S-4, have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report thereon
appears in Devon Energy Corporation's 2000 Annual Report on Form 10-K,
incorporated by reference herein. Such consolidated financial statements, to
the extent they have been included in the consolidated financial statements of
Devon Energy Corporation, have been so included in reliance on the report of
such independent accountants given on the authority of said firm as experts in
auditing and accounting.

The consolidated financial statements of Anderson as of September 30, 2000
and 2001 and for each of the years in the three-year period ended September 30,
2001, have been incorporated by reference into this document in reliance on the
report of KPMG LLP, Chartered Accountants, incorporated by reference into this
document, and upon the authority of said firm as experts in accounting and
auditing.

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

Certain information relating to Anderson's oil and gas reserves derived from
the reports of Gilbert Laustsen Jung Associates Ltd., independent consulting
petroleum engineers, has been included in this document on the authority of
said firm as experts with respect to such reports and in giving such reports.

COMMONLY USED OIL AND GAS TERMS

The following are abbreviations and definitions of terms commonly used in
the oil and gas industry and in this document:

"Bbl" means one stock tank barrel, or 42 U.S. gallons liquid volume of oil
or NGLs.

"Bcf" means one billion cubic feet.

"Boe" means barrel of oil equivalent, determined by using the ratio of one
Bbl of oil or NGLs to six Mcf of natural gas.

"MBbls" means one thousand Bbls.

"Mcf" means one thousand cubic feet.

"MMBoe" means one million Boe.

"net acres" or "net wells" means the sum of the fractional working interests
owned in gross acres or gross wells.

"NGL" or "NGLs" means natural gas liquids.

"oil" includes crude oil and condensate.

"proved reserves" are the estimated quantities of crude oil, natural gas and
NGLs that geological and engineering data demonstrate with reasonable certainty
to be recoverable in future years from known reservoirs under existing economic
and operating conditions (i.e., prices and costs as of the date the estimate is
made). Prices include consideration of changes in existing prices provided only
by contractual arrangements, but not on escalations based on future conditions.

. Reservoirs are considered proved if economic productibility is supported
by either actual production or conclusive formation test. The area of a
reservoir considered proved includes:

. that portion delineated by drilling and defined by gas-oil and/or
oil-water contacts, if any; and

. the immediately adjoining portions not yet drilled, but which can be
reasonably judged as economically productive on the basis of
available geological and engineering data. In the absence of
information on fluid contacts, the lowest known structural occurrence
of hydrocarbons controls the lower proved limit of the reservoir.

. Reserves that can be produced economically through application of
improved recovery techniques, such as fluid injection, are included in
the "proved" classification when successful testing by a pilot project,
or the operation of an installed program in the reservoir, provides
support for the engineering analysis on which the project or program was
based.

. Estimates of proved reserves do not include the following:

. oil that may become available from known reservoirs but is classified
separately as "indicated additional reserves";

. crude oil, natural gas and NGLs, the recovery of which is subject to
reasonable doubt because of uncertainty as to geology, reservoir
characteristics or economic factors;

. crude oil, natural gas and NGLs that may occur in undrilled
prospects; and

. crude oil, natural gas and NGLs that may be recovered from oil
shales, coal, gilsonite and other such sources.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Except to the extent indicated below, there is no charter provision, bylaw,
contract, arrangement or statute under which any director or officer of Devon
Financing Corporation, U.L.C. or Devon Energy Corporation is insured or
indemnified in any manner against any liability that he or she may incur in his
or her capacity as such.

Devon Financing Corporation, U.L.C.

Article 160 of Devon Financing's Memorandum and Articles of Association
contain a provision, permitted by the Companies Act of Nova Scotia, to
indemnify every director or officer, former director or officer, or person who
acts or acted at Devon Financing's request, as a director or officer of Devon
Financing, a body corporate, partnership or other association of which Devon
Financing is or was a shareholder, partner, member or creditor, and the heirs
and legal representatives of such person, in the absence of any dishonesty on
the part of such person, against, and it shall be the duty of the directors out
of the funds of Devon Financing to pay, all costs, losses and expenses,
including an amount paid to settle an action or claim or satisfy a judgment,
that such director, officer or person may incur or become liable to pay in
respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of Devon Financing or such
body corporate, partnership or other association, whether Devon Financing is a
claimant or party to such action or proceeding or otherwise; and the amount for
which such indemnity is proved shall immediately attach as a lien on the
property of Devon Financing and have priority as against the shareholders over
all other claims.

Article 161 of Devon Financing's Memorandum and Articles of Association
contain a provision, permitted by the Companies Act of Nova Scotia, to
indemnify every director or officer, former director or officer, or person who
acts or acted at Devon Financing's request, as a director or officer of Devon
Financing, a body corporate, partnership or other association of which Devon
Financing is or was a shareholder, partner, member or creditor, in the absence
of any dishonesty on such person's part, from the acts, receipts, neglects or
defaults of any other director, officer or such person, or for joining in any
receipt or other act for conformity, or for any loss, damage or expense
happening to Devon Financing through the insufficiency or deficiency of title
to any property acquired for or on behalf of Devon Financing, or through the
insufficiency or deficiency of any security in or upon which any of the funds
of Devon Financing are invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any funds,
securities or effects are deposited, or for any loss occasioned by error of
judgment or oversight on the part of such person, or for any other loss, damage
or misfortune whatsoever which happens in the execution of the duties of such
person or in relation thereto.

Devon Energy Corporation

Article VIII of Devon Energy's restated certificate of incorporation, as
amended, contains a provision, permitted by Section 102(b)(7) of the Delaware
General Corporation Law, limiting the personal monetary liability of directors
for breach of fiduciary duty as a director. This provision and Delaware law
provide that the provision does not eliminate or limit liability:

. for any breach of the director's duty of loyalty to Devon Energy 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 Delaware General
Corporation Law; or

. for any transaction from which the director derived an improper benefit.

II-1

Section 145 of the Delaware General Corporation Law 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 Devon Energy's restated
certificate of incorporation, as amended, provides for such indemnification.

Section 145 of the Delaware General Corporation Law also permits a
corporation to purchase and maintain insurance on behalf of its directors and
officers against any liability that may be asserted against, or incurred by,
such persons in their capacities as directors or officers of the corporation
whether or not the corporation would have the power to indemnify such persons
against such liabilities under the provisions of such sections. Devon Energy
has purchased such insurance.

Section 145 of the Delaware General Corporation Law 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
bylaw, 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 Devon Energy's bylaws contains provisions regarding
indemnification that parallel those described above.

The amended and restated merger agreement, dated as of May 19, 1999, between
Devon Energy and PennzEnergy Company provides that for seven years after the
effective time of the merger contemplated by that agreement, Devon Energy will
indemnify and hold harmless each person who was a director or officer of Devon
Energy or PennzEnergy prior to the effective time of that merger from their
acts or omissions in those capacities occurring prior to the effective time of
that merger to the fullest extent permitted by applicable law.

The merger agreement, dated as of May 25, 2000, as amended, between Devon
Energy and Santa Fe Snyder Corporation provides that for six years after the
effective time of the merger contemplated by that agreement, Devon Energy will
indemnify and hold harmless each person who was a director or officer of Santa
Fe Snyder prior to the effective time of that merger from their acts or
omissions in those capacities occurring prior to the effective time of that
merger to the fullest extent permitted by applicable law.

The amended and restated agreement and plan of merger, dated as of August
13, 2001, by and among Devon Energy, Devon NewCo Corporation, Devon Holdco
Corporation, Devon Merger Corporation, Mitchell Merger Corporation and Mitchell
Energy & Development Corp. provides that for six years after the effective time
of the merger contemplated by that agreement, Devon Holdco Corporation will
cause the surviving corporation of the merger to indemnify and hold harmless to
the fullest extent permitted under applicable law each person who was a
director or officer of Mitchell prior to the effective time of that merger.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

See Index to Exhibits which is incorporated by reference in this item.

(b) Financial Statement Schedule

Not applicable.

II-2

Item 22. Undertakings

Each of the undersigned registrants, hereby undertakes:

(1) 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 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation 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;

provided, however, that paragraphs (1)(i) and (1)(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 registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

(2) 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.

(3) 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.

(4) That, for the purpose of determining any liability under the Securities
Act of 1933, each filing of the registrant'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.

(5) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the registration statement through the date of responding to the request.

(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it
became effective.

(7) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 20, or

II-3

otherwise, each registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of such registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this 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 14, 2001.

DEVON FINANCING CORPORATION, U.L.C.

By:
/s/ J. LARRY NICHOLS
-----------------------------------
J. Larry Nichols
President

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints J. Larry Nichols and Marian J. Moon, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Form S-4
Registration Statement, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person hereby ratifying and
confirming that all said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/S/ J. LARRY NICHOLS President December 14, 2001
---------------------
J. Larry Nichols

/S/ WILLAIM T. VAUGHN Senior Vice President December 14, 2001
---------------------
William T. Vaughn

/S/ DANNY J. HEATLY Vice President December 14, 2001
---------------------
Danny J. Heatly

/S/ PAUL BRERETON Director December 14, 2001
---------------------
Paul Brereton

/S/ MURRAY T. BROWN Director December 14, 2001
---------------------
Murray T. Brown

/S/ J. M. LACEY Director December 14, 2001
---------------------
J.M. Lacey

/S/ JOHN RICHELS Director December 14, 2001
---------------------
John Richels

/S/ DARRYL G. SMETTE Director December 14, 2001
---------------------
Darryl G. Smette

II-5

SIGNATURES

DEVON ENERGY CORPORATION

By:__________________________________
/S/ J. LARRY NICHOLS
J. Larry Nichols
Chairman, President and Chief
Executive Officer

Signature Title Date
--------- ----- ----

/S/ J. LARRY NICHOLS Chairman, President and Chief December 14, 2001
---------------------------- Executive Officer
J. Larry Nichols

/S/ WILLIAM T. VAUGHN Senior Vice President - Finance December 14, 2001
----------------------------
William T. Vaughn

/S/ DANNY J. HEATLY Vice President - Accounting December 14, 2001
----------------------------
Danny J. Heatly

/S/ THOMAS F. FERGUSON Director December 14, 2001
----------------------------
Thomas F. Ferguson

/S/ DAVID M. GAVRIN Director December 14, 2001
----------------------------
David M. Gavrin

/S/ MICHAEL E. GELLERT Director December 14, 2001
----------------------------
Michael E. Gellert

/S/ JOHN A. HILL Director December 14, 2001
----------------------------
John A. Hill

/S/ WILLIAM J. JOHNSON Director December 14, 2001
----------------------------
William J. Johnson

/S/ MICHAEL M. KANOVSKY Director December 14, 2001
----------------------------
Michael M. Kanovsky

/S/ ROBERT A. MOSBACHER, JR. Director December 14, 2001
----------------------------
Robert A. Mosbacher, Jr.

/S/ ROBERT B. WEAVER Director December 14, 2001
----------------------------
Robert B. Weaver

II-6

INDEX TO EXHIBITS

Exhibit
Number Description
------ -----------

1.1 -- Purchase Agreement, dated September 28, 2001, by and among Devon Financing Corporation,
U.L.C., Devon Energy Corporation, UBS Warburg LLC and Banc of America Securities LLC, as
representatives of the initial purchasers.
3.1 -- Memorandum and Articles of Association of Devon Financing Corporation, U.L.C.
4.1 -- Indenture, dated October 3, 2001, by and among Devon Financing Corporation, U.L.C. (as issuer),
Devon Energy Corporation (as guarantor) and The Chase Manhattan Bank (as trustee)
(incorporated by reference to Exhibit 4.7 to Devon Energy Corporation's Form S-4 filed on
October 31, 2001).
4.2 -- Registration Rights Agreement, dated October 3, 2001, by and among Devon Financing
Corporation, U.L.C. (as issuer), Devon Energy Corporation (as guarantor) and UBS Warburg
LLC, Banc of America Securities LLC, ABN AMRO Incorporated, BMO Nesbitt Burns Corp.,
Credit Suisse First Boston Corporation, Deutsche Banc Alex. Brown Inc., First Union Securities,
Inc., J.P. Morgan Securities Inc., RBC Dominion Securities Corporation, Salomon Smith Barney
Inc., as initial purchasers (incorporated by reference to Exhibit 4.8 to Devon Energy Corporation's
Form S-4 filed on October 31, 2001).
4.3 -- Form of Exchange Note (included in Exhibit 4.1).
4.4 -- Form of Exchange Debenture (included in Exhibit 4.1).
*5.1 -- Opinion and Consent of Mayer, Brown & Platt.
*5.2 -- Opinion and Consent of Stewart McKelvey Stirling Scales.
12.1 -- Computation of Ratio of Earnings to Fixed Charges.
*23.1 -- Consent of Mayer, Brown & Platt (included in Exhibit 5.1).
*23.2 -- Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.2).
23.3 -- Consent of Deloitte & Touche LLP.
23.4 -- Consent of KPMG LLP (as to its report on the consolidated financial statements of Devon Energy
Corporation).
23.5 -- Consent of PricewaterhouseCoopers LLP.
23.6 -- Consent of AMH Group, Ltd.
23.7 -- Consent of LaRoche Petroleum Consultants, Ltd.
23.8 -- Consent of Paddock Lindstrom & Associates, Ltd.
23.9 -- Consent of Ryder Scott Company, L.P.
23.10 -- Consent of Gilbert Laustsen Jung Associates Ltd.
23.11 -- Consent of KPMG LLP (as to its report on the consolidated financial statements of
Anderson Exploration Ltd.).
24.1 -- Powers of Attorney (included in the signature page to this registration statement).
25.1 -- Statement of Eligibility and Qualification (as to Devon Financing Corporation, U.L.C.) of the
Trustee on Form T-1.
25.2 -- Statement of Eligibility and Qualification (as to Devon Energy Corporation) of the Trustee on
Form T-1.
*99.1 -- Form of Letter of Transmittal.
*99.2 -- Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
*99.3 -- Form of Notice of Guaranteed Delivery.
*99.4 -- Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
*99.5 -- Form of Letter to Clients.
*99.6 -- Form of Exchange Agent Agreement.

--------
* To be filed by amendment.