Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*
Carroll, Milton		 2. Issuer Name and Ticker or Trading Symbol
Devon Energy Corporation   (DVN)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

_X_ Director                            ___ 10% Owner
___ Officer (give title below)   ___ Other (specify below)
(Last)             (First)            (Middle)

7114 Bellfort 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

04/25/2003
(Street)

Houston, TX 77087		 5. If Amendment, Date of Original (Month/Day/Year)

  		7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3) 		2. Transaction Date
(Month/Day/Year)		 2A. Deemed Execution
Date, if any
(Month/Day/Year)		 3. Transaction
Code
(Instr. 8)		 4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities
Beneficially Owned
Following Reported
Transactions
(Instr. 3 and 4)		 6. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 4)		 7. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
Common 04/25/2003   A   828 A (1) 828 D  
Common 04/25/2003   A   12,176 A (2) 12,176 I (2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).
 
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 (Over)
SEC 1474 (9-02)
FORM 4 (continued)
 Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 		 
1.
Title of Derivative Security
(Instr.3)		 2.
Conversion or
Exercise
Price of
Derivative
Security		 3.
Transaction
Date
(Month/
Day/Year)		 3A.
Deemed Execution
Date, if any
(Month/
Day/Year)		 4.
Transaction Code
(Instr. 8)		 5.
Number of Derivative
Securities Acquired (A) or Disposed of (D)
(Instr.3,4 and 5)
 6.
Date Exercisable
and Expiration Date
(Month/Day/Year)		 7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8.
Price of
Derivative
Security
(Instr. 5)		 9.
Number of
Derivative
Securities
Beneficially
Owned Following
Reported Transaction(s)
(Instr. 4)		 10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of Shares
Stock Option (Right to Buy) SGO-(93D)NQ $51.93 04/25/2003   A   2,484   04/25/2003 01/23/2007 Common 2,484 (3) 2,484 D  
Stock Option (Right to Buy) OEI-(99)NQ $37.89 04/25/2003   A   828   04/25/2003 05/10/2010 Common 828 (4) 828 D  
Stock Option (Right to Buy) OEI-(99)NQ $43.26 04/25/2003   A   1,656   04/25/2003 05/09/2011 Common 1,656 (5) 1,656 D  
Stock Option (Right to Buy) OEI-(01)NQ $54.54 04/25/2003   A   2,484   04/25/2003 05/14/2012 Common 2,484 (6) 2,484 D  
Explanation of Responses:

(1) Received in exchange for 2,000 shares of Ocean Energy, Inc. ("OEI") Common Stock in connection with merger of OEI into Devon Energy Corporation ("DVN") (the "Merger"). On the effective date of the Merger, the closing price of DVN Common Stock was $48.65 per share, and the exchange rate was 0.414 shares of DVN Common Stock for each share of OEI Common Stock.

(2) Represents share interest received in exchange for a 29,411 share interest held in the OEI Outside Directors Deferred Fee Plan as of April 25, 2003 in connection with the Merger. On the effective date of the Merger, the closing price of DVN Common Stock was $48.65 per share, and the exchange rate was 0.414 shares of DVN Common Stock for each share of OEI Common Stock.

(3) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 6,000 shares of OEI Common Stock for $21.50 per share.

(4) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 2,000 shares of OEI Common Stock for $15.6875 per share.

(5) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 4,000 shares of OEI Common Stock for $17.91 per share.

(6) Received in the Merger in exchange for a Non-Qualified Stock Option to acquire 6,000 shares of OEI Common Stock for $22.58 per share.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).		 /s/ Janice A. Dobbs
**Signature of Reporting Person
Attorney-in-Fact for Milton Carroll 		04/29/2003 
Date
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