EXHIBIT 99.1

                                     PROXY

                            DEVON ENERGY CORPORATION

              PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Devon Energy Corporation, a Delaware corporation,
hereby nominates and appoints J. Larry Nichols and Marian J. Moon, or either one
of them, with full power of substitution, as true and lawful agents and proxies
to represent the undersigned and to vote all shares of stock of Devon Energy
Corporation owned by the undersigned in all matters coming before the Special
Meeting of Stockholders (or any adjournment thereof) of Devon Energy Corporation
to be held at the Renaissance Oklahoma City Hotel, Ten North Broadway, Oklahoma
City, Oklahoma, on           , 2001, at      a.m., local time. The Board of
Directors recommends a vote "FOR" the matter set forth on the reverse side.

    DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

                                                                     
SEE REVERSE           CONTINUED AND TO BE SIGNED ON REVERSE SIDE           SEE REVERSE
   SIDE                                                                       SIDE



                                  DETACH HERE

VOTE BY TELEPHONE

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Call the Toll-Free number located at the top of your voting form.



FOLLOW THESE FOUR EASY STEPS:


1. READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS AND PROXY CARD.


2. CALL THE TOLL-FREE NUMBER LOCATED AT THE TOP OF YOUR VOTING FORM.



3. ENTER YOUR 12-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
   YOUR NAME.


4. FOLLOW THE RECORDED INSTRUCTIONS.

YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
VOTE BY INTERNET

It's fast, convenient, and your vote is immediately confirmed and posted.

FOLLOW THESE FOUR EASY STEPS:

1. READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS AND PROXY CARD.

2. GO TO THE WEB SITE

   HTTP://WWW.PROXYVOTE.COM





3. ENTER YOUR 12-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
   YOUR NAME.


4. FOLLOW THE INSTRUCTIONS PROVIDED.

YOUR VOTE IS IMPORTANT!

Go to HTTP://WWW.PROXYVOTE.COM anytime!


DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET


WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED BELOW
BY THE STOCKHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE NOT GIVEN, THIS
PROXY WILL BE VOTED "FOR" THE MATTER LISTED BELOW.


1. Approval and adoption of the Amended and Restated Agreement and Plan of
   Merger, dated as of August 13, 2001, by and among Devon Energy Corporation,
   Devon NewCo Corporation, Devon Holdco Corporation, Devon Merger Corporation,
   Mitchell Merger Corporation and Mitchell Energy & Development Corp. and the
   transactions that it contemplates, including the possible issuance of up to
   31,762,199 shares of Devon common stock in the merger.


                  [ ] FOR       [ ] AGAINST       [ ] ABSTAIN

2. Other matters: In their discretion, to vote with respect to any other matters
   that may come before the meeting or any adjournment thereof, including
   matters incident to its conduct such as adjournment, including for the
   purpose of soliciting additional proxies.


                        MARK HERE IF YOU PLAN TO ATTEND THE MEETING  [ ]

                      MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT  [ ]
                                                 Please sign exactly as your
                                                 name appears at left,
                                                 indicating your official
                                                 position or representative
                                                 capacity, if applicable. If
                                                 shares are held jointly, each
                                                 owner should sign.

                                                 Signature:
                                                           --------------------

                                                 Date
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                                                 Signature:
                                                           --------------------

                                                 Date
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