8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of Earliest Event Reported)     January 18, 2002
                                                 -------------------------------





                            DEVON ENERGY CORPORATION
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               (Exact Name of Registrant as Specified in Charter)




        Delaware                         000-30176             73-1567067
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 (State or Other Jurisdiction           (Commission           (IRS Employer
      of Incorporation)                 File Number)        Identification No.)




20 North Broadway, Suite 1500, Oklahoma City, Oklahoma           73102-8260
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Address of Principal Executive Office)                           (Zip Code)




Registrant's telephone number, including area code    (405) 235-3611
                                                   -----------------------------


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          (Former Name or Former Address, if Changed Since Last Report)



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ITEM 5.  OTHER EVENTS


         Attached to this Form 8-K are filings that Devon Energy Corporation and
Mitchell Energy & Development Corp. have made with the Securities and Exchange
Commission pursuant to Rule 425 of the Securities Act of 1933, as amended,
between November 28, 2001 (the date on which Devon filed a Form 8-K to
incorporate previously filed Rule 425 documents between August 24, 2001 and
November 28, 2001) and the date on which this Form 8-K is being filed. Devon is
filing this Form 8-K so that these previously filed documents will be
incorporated by reference into the registration statement (Registration Nos.
333-68694 and 333-68694-01) pursuant to which the stock that will be issued in
connection with Devon's acquisition of Mitchell will be registered.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)  Exhibits.

         See the Exhibit Index, which is incorporated by reference into this
item.






                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                   DEVON ENERGY CORPORATION





Date: January 18, 2002                             By:  /s/ MARIAN J. MOON
                                                      --------------------------
                                                       Marian J. Moon
                                                       Senior Vice President









                                  EXHIBIT INDEX



EXHIBIT
NUMBER                 DESCRIPTION
- -------                -----------
               

99.1              Press Release dated December 11, 2001, filed by Devon Energy
                  Corporation pursuant to Rule 425 of the Securities Act of 1933
                  on December 11, 2001.

99.2              Slide presentation by Devon Energy Corporation, filed by Devon
                  pursuant to Rule 425 of the Securities Act of 1933 on December
                  12, 2001.

99.3              Press Release dated December 19, 2001, filed by Devon Energy
                  Corporation pursuant to Rule 425 of the Securities Act of 1933
                  on December 20, 2001.

99.4              Press Release dated December 20, 2001, filed by Devon Energy
                  Corporation pursuant to Rule 425 of the Securities Act of 1933
                  on December 20, 2001.

EX-99.1

                                                                    EXHIBIT 99.1

                                               FILED BY DEVON ENERGY CORPORATION
                           PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                                        AND DEEMED FILED PURSUANT TO RULE 14A-12
                                          OF THE SECURITIES EXCHANGE ACT OF 1934
                            SUBJECT COMPANY: MITCHELL ENERGY & DEVELOPMENT CORP.
                                                   COMMISSION FILE NO. 333-68694

[DEVON ENERGY LETTERHEAD]

                                  NEWS RELEASE
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INVESTOR CONTACT: Zack Hager
                  Manager, Investor Relations
                  (405) 552-4526

MEDIA CONTACT:    Michael Barrett
                  Manager, Corporate Communications
                  (405) 228-4252

            DEVON ENERGY HIGH BIDDER ON EASTERN GULF OF MEXICO BLOCKS

         OKLAHOMA CITY (Dec. 11, 2001) -- Devon Energy Corporation (AMEX: DVN,
TSE: NSX) reported that it was the apparent high bidder on three blocks in
Eastern Gulf of Mexico Lease Sale 181. The U. S. government lease sale was held
December 5, 2001.

         Devon bid with a partner on the three blocks in the Desoto Canyon area.
The company's total exposure for its 25 percent share of the high bids is
approximately $2.8 million. The bids are subject to approval by the U. S.
Department of Interior's Minerals Management Service.

         Assuming approval of its bids, Devon will hold 370 lease blocks in
federal waters of the Gulf of Mexico. Devon's lease blocks include 257 on the
shelf and 113 in deepwater. Of the 370 total blocks, 166 are producing blocks
and 204 are exploratory blocks. Devon currently operates 97 platforms in the
Gulf of Mexico.

         Devon Energy Corporation is an independent energy company engaged in
oil and gas exploration, production and property acquisitions. Devon has assets
of $7.7 billion, ranks among the top five U.S.-based independent oil and gas
producers and is included in the S&P 500 Index.

             NOTICE TO INVESTORS CONCERNING DEVON'S PLANS TO ACQUIRE
                                 MITCHELL ENERGY

Investors and security holders are advised to read the definitive joint proxy
statement/prospectus that will be included in the Registration Statement on Form
S-4 filed with the Securities and



Exchange Commission in connection with the proposed transaction because it will
contain important information. A preliminary joint proxy statement/prospectus
has been filed with the SEC by Devon and Mitchell. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus and other
documents filed by Devon and Mitchell with the SEC at the SEC's web site at
www.sec.gov. The definitive joint proxy statement/prospectus and such other
documents (relating to Devon) may also be obtained for free from Devon when they
become available by directing such request to: Devon Energy Corporation, 20
North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Attention:
Investor Relations, telephone: (405) 552-4570, e-mail: judy.roberts@dvn.com. The
definitive joint proxy statement/prospectus and such other documents (relating
to Mitchell) may also be obtained for free from Mitchell when they become
available by directing such request to: Mitchell Energy & Development Corp.,
2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor
Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.

Devon, its directors, executive officers and certain members of management and
employees may be considered "participants in the solicitation" of proxies from
Devon's shareholders in connection with the transaction. Information regarding
such persons and a description of their interests in the transaction is
contained in Devon's Proxy Statements and Annual Reports on Form 10-K filed with
the SEC. Additional information regarding the interests of those persons may be
obtained by reading the definitive proxy statement/prospectus when it becomes
available.

Mitchell, its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation" of proxies
from Mitchell's shareholders in connection with the transaction. Information
regarding such persons and a description of their interests in the transaction
is contained in Mitchell's Proxy Statements and Annual Reports on Form 10-K
filed with the SEC. Additional information regarding the interests of those
persons may be obtained by reading the definitive proxy statement/prospectus
when it becomes available.

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EX-99.2

EXHIBIT 99.2

Filed by Devon Energy Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Mitchell Energy & Development Corp.
Commission File No. 333-68694

NOTICE TO INVESTORS CONCERNING DEVON’S PLANS TO ACQUIRE
MITCHELL ENERGY

Investors and security holders are advised to read the definitive joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission in connection with the proposed transaction because it will contain important information. A preliminary joint proxy statement/prospectus has been filed with the SEC by Devon and Mitchell. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Devon and Mitchell with the SEC at the SEC’s web site at www.sec.gov. The definitive joint proxy statement/prospectus and such other documents (relating to Devon) may also be obtained for free from Devon when they become available by directing such request to: Devon Energy Corporation, 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260, Attention: Investor Relations, telephone: (405) 552-4570, e-mail: judy.roberts@dvn.com. The definitive joint proxy statement/prospectus and such other documents (relating to Mitchell) may also be obtained for free from Mitchell when they become available by directing such request to: Mitchell Energy & Development Corp., 2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.

Devon, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Devon’s shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Devon’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.

Mitchell, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Mitchell’s shareholders in connection with the transaction. Information regarding such persons and a description of their interests in the transaction is contained in Mitchell’s Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the definitive proxy statement/prospectus when it becomes available.

The following slide presentation was presented by Devon Energy Corporation to a group of outside analysts on December 12, 2001.

EX-99.3

                                                                    EXHIBIT 99.3

                                               FILED BY DEVON ENERGY CORPORATION
                           PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                                        AND DEEMED FILED PURSUANT TO RULE 14A-12
                                          OF THE SECURITIES EXCHANGE ACT OF 1934
                            SUBJECT COMPANY: MITCHELL ENERGY & DEVELOPMENT CORP.
                                                   COMMISSION FILE NO. 333-68694

[DEVON ENERGY LETTERHEAD]


                                  NEWS RELEASE
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Investor contact: Zack Hager
                  (405) 552-4526

Media contact:    Michael Barrett
                  (405) 228-4252


                    DEVON ENERGY AND MITCHELL ENERGY SCHEDULE
                              SHAREHOLDER MEETINGS


         OKLAHOMA CITY, and THE WOODLANDS, TEXAS (Dec. 19, 2001) - Devon Energy
Corp. (AMEX: DVN, TSE: NSX) and Mitchell Energy & Development Corp. (NYSE: MND)
have scheduled special meetings for their respective shareholders to be held on
Jan. 24, 2002. The purpose of the meetings will be for the shareholders to vote
upon the proposed acquisition of Mitchell by Devon. The companies expect to
close the transaction shortly after the shareholder meetings.

         The record date for both shareholder meetings is Dec. 10, 2001.
Distribution of the printed proxy materials to shareholders will commence on or
about Dec. 21, 2001. Electronic versions of the proxy materials will be
accessible via the SEC's "EDGAR" system. Copies of the proxy materials will also
be available on the Devon website, , and the Mitchell website,
www.mitchellenergy.com, on or about Dec. 24, 2001.

         Devon Energy Corporation is an Oklahoma City-based independent energy
company engaged in oil and gas exploration, production and property
acquisitions. Devon ranks among the top five U.S.-based independent oil and gas
producers and is included in the S&P 500 Index.

         Mitchell Energy & Development Corp. is an independent producer of
natural gas and natural gas liquids. For additional information on Mitchell and
its operations, please visit the company's website.




                                INVESTOR NOTICES

         Investors and security holders are advised to read the definitive joint
proxy statement/prospectus included in the Registration Statement on Form S-4
filed with the Securities and Exchange Commission in connection with the
proposed transaction because it contains important information. A joint proxy
statement/prospectus has been filed with the SEC by Devon and Mitchell.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Devon and Mitchell with the
SEC at the SEC's web site at www.sec.gov. The definitive joint proxy
statement/prospectus and such other documents (relating to Devon) may also be
obtained for free from Devon by directing such request to: Devon Energy
Corporation, 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260,
Attention: Investor Relations, telephone: (405) 552-4570, e-mail:
judy.roberts@dvn.com. The definitive joint proxy statement/prospectus and such
other documents (relating to Mitchell) may also be obtained for free from
Mitchell by directing such request to: Mitchell Energy & Development Corp., 2001
Timberloch Place, The Woodlands, Texas 77380, Attention: Investor Relations,
telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.

         Devon, its directors, executive officers and certain members of
management and employees may be considered "participants in the solicitation" of
proxies from Devon's shareholders in connection with the transaction.
Information regarding such persons and a description of their interests in the
transaction is contained in Devon's Proxy Statements and Annual Reports on Form
10-K filed with the SEC. Additional information regarding the interests of those
persons may be obtained by reading the definitive proxy statement/prospectus.

         Mitchell, its directors, executive officers and certain members of
management and employees may be considered "participants in the solicitation" of
proxies from Mitchell's shareholders in connection with the transaction.
Information regarding such persons and a description of their interests in the
transaction is contained in Mitchell's Proxy Statements and Annual Reports on
Form 10-K filed with the SEC. Additional information regarding the interests of
those persons may be obtained by reading the definitive proxy
statement/prospectus when it becomes available.


                                       ###

EX-99.4

                                                                    EXHIBIT 99.4

                                               FILED BY DEVON ENERGY CORPORATION
                           PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                                        AND DEEMED FILED PURSUANT TO RULE 14A-12
                                          OF THE SECURITIES EXCHANGE ACT OF 1934
                            SUBJECT COMPANY: MITCHELL ENERGY & DEVELOPMENT CORP.
                                                   COMMISSION FILE NO. 333-68694

[DEVON ENERGY LETTERHEAD]


                                  NEWS RELEASE
- --------------------------------------------------------------------------------


Investor contact: Zack Hager
                  (405) 552-4526

Media contact:    Michael Barrett
                  (405) 228-4252

             DEVON ENERGY UPDATES 2002 OIL AND GAS HEDGING POSITION

         OKLAHOMA CITY (Dec. 20, 2001) - Devon Energy Corporation (AMEX: DVN,
TSE: NSX) announced today that it has entered into additional hedging
transactions covering its first quarter 2002 natural gas production. In
addition, the company summarized the aggregate effects of all of its 2002 oil
and gas hedges in place. Devon's 2002 hedges include oil and gas price swaps,
costless collars and fixed-price agreements.

Gas production

         For the first quarter of 2002, Devon recently entered into fixed-price
physical delivery contracts for natural gas production in the United States and
Canada. In the U. S., the company entered into fixed-price physical delivery
contracts covering an additional 116,400 million British thermal units (mmbtu)
of natural gas per day at an average price of $2.65 per mmbtu. In Canada, the
company entered into fixed-price physical delivery contracts covering an
additional 118,400 mmbtu of natural gas per day at an average price of $2.46 per
mmbtu.

         In aggregate, including the recent contracts, Devon has downside price
protection in place for about one-half of its expected first quarter 2002 gas
production at an average price of $2.94 per mmbtu. For the full year 2002, Devon
has downside price protection in place for approximately 39 percent of its
expected gas production at an average price of $3.02 per mmbtu.






Oil production

         In aggregate, Devon has downside price protection in place for
approximately 53,200 barrels of oil per day in 2002 at an average price of
$22.34 per barrel. This represents approximately 55 percent of Devon's expected
2002 oil production.

         The recent transactions described above update hedges disclosed in
Devon's SEC Form 8-K dated Dec. 11, 2001. The expected levels of 2002 oil and
gas production referenced above are based upon annual production estimates
included in Devon's Form 8-K dated Dec. 11, 2001. These production estimates
exclude production attributable to oil and gas properties Devon has designated
for disposition in 2002.

         This press release includes "forward-looking statements" as defined by
the Securities and Exchange Commission. Such statements are those concerning the
contemplated transaction and strategic plans, expectations and objectives for
future operations. All statements, other than statements of historical facts,
included in this press release that address activities, events or developments
that the company expects, believes or anticipates will or may occur in the
future are forward-looking statements. These statements are based on certain
assumptions made by the company based on its experience and perception of
historical trends, current conditions, expected future developments and other
factors it believes are appropriate in the circumstances. Such statements are
subject to a number of assumptions, risks and uncertainties, many of which are
beyond the control of the company. Statements regarding future production are
subject to all of the risks and uncertainties normally incident to the
exploration for and development and production of oil and gas. These risks
include, but are not limited to, inflation or lack of availability of goods and
services, environmental risks, drilling risks and regulatory changes. Investors
are cautioned that any such statements are not guarantees of future performance
and that actual results or developments may differ materially from those
projected in the forward-looking statements.

         Devon Energy Corporation is an Oklahoma City-based independent energy
company engaged in oil and gas exploration, production and property
acquisitions. Devon ranks among the top five U.S.-based independent oil and gas
producers and is included in the S&P 500 Index.

           NOTICE TO INVESTORS CONCERNING DEVON'S PROPOSED ACQUISITION
                               OF MITCHELL ENERGY

         Investors and security holders are advised to read the definitive joint
proxy statement/prospectus included in the Registration Statement on Form S-4
filed with the Securities and Exchange Commission in connection with the
proposed transaction because it contains important information. A joint proxy
statement/prospectus has been filed with the SEC by Devon and Mitchell.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Devon and Mitchell with the
SEC at the SEC's web site at www.sec.gov. The definitive joint proxy
statement/prospectus and such other documents (relating to Devon) may also be
obtained for free from Devon by directing such request to: Devon Energy
Corporation, 20 North Broadway, Suite 1500, Oklahoma City,

Oklahoma 73102-8260, Attention: Investor Relations, telephone: (405) 552-4570,
e-mail: judy.roberts@dvn.com. The definitive joint proxy statement/prospectus
and such other documents (relating to Mitchell) may also be obtained for free
from Mitchell by directing such request to: Mitchell Energy & Development Corp.,
2001 Timberloch Place, The Woodlands, Texas 77380, Attention: Investor
Relations, telephone: (713) 377-6625, e-mail: mndpr@mitchellenergy.com.

         Devon, its directors, executive officers and certain members of
management and employees may be considered "participants in the solicitation" of
proxies from Devon's shareholders in connection with the transaction.
Information regarding such persons and a description of their interests in the
transaction is contained in Devon's Proxy Statements and Annual Reports on Form
10-K filed with the SEC. Additional information regarding the interests of those
persons may be obtained by reading the definitive proxy statement/prospectus.

         Mitchell, its directors, executive officers and certain members of
management and employees may be considered "participants in the solicitation" of
proxies from Mitchell's shareholders in connection with the transaction.
Information regarding such persons and a description of their interests in the
transaction is contained in Mitchell's Proxy Statements and Annual Reports on
Form 10-K filed with the SEC. Additional information regarding the interests of
those persons may be obtained by reading the definitive proxy
statement/prospectus when it becomes available.


                                       ###