E4-2798. Issuer Delisting; Notice of Application of Devon Energy Corporation To Withdraw Its Common Stock, $.10 Par Value, From Listing and Registration on the American Stock Exchange LLC

October 18, 2004.

On October 8, 2004, Devon Energy Corporation, a Delaware corporation (“Issuer”) filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $.10 par value, (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on September 27, 2004 to withdraw the Issuer's Security from listing on the Amex and to list on the New York Stock Exchange, Inc. (“NYSE”). The Board states that following reasons factored into its decision to withdraw the Issuer's Security from the Exchange: (i) To avoid the direct and indirect costs of, and the division of the market resulting from, dual listing on the Amex and the NYSE; and (ii) it was in the best interest of the Issuer to withdraw its Security from the Amex and list on the NYSE. The Issuer states that the Security ceased trading on the Amex at the close of business on October 11, 2004 and commence trading on the NYSE on October 12, 2004.

The Issuer stated in its application that it has complied with all the applicable laws in effect in Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and from registration under Section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before November 12, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments:

• Send an e-mail to [e-mail]. Please include the File Number 1-32318 or;

Paper comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-32318. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).