Item 8.01 Other Events.
On January 9, 2009, Devon Energy Corporation ("Devon") completed an underwritten public offering of $500 million aggregate principal amount of 5.625% senior notes due January 15, 2014 (the "2014 Notes") and $700 million aggregate principal amount of 6.30% senior notes due January 15, 2019 (the "2019 Notes" and, together with the 2014 Notes, the "Notes"). The Notes are governed by the terms of an Indenture, dated as of March 1, 2002, between Devon and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as trustee (the "Indenture"), as supplemented by a Supplemental Indenture No. 3, dated as of January 9, 2009. The Notes are unsubordinated and unsecured obligations of the Company. Substantially all of the net proceeds from the offering will be used to repay Devon's outstanding commercial paper and the remainder for general corporate purposes.
In connection with the issuance and sale of the Notes, Devon entered into an Underwriting Agreement, dated as of January 6, 2009, with Banc of America Securities LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein, which is filed as Exhibit 1.1 hereto.
The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a Registration Statement on Form S-3 (No. 333-156025) (the "Registration Statement") previously filed with the Securities and Exchange Commission by Devon under the Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Devon hereby files the following exhibits to, and incorporates such exhibits by reference in, the Registration Statement which was filed on December 9, 2008 and supplemented by the Prospectus Supplement dated January 6, 2009 which was filed on January 7, 2009:

Exhibit No. Description Exhibit 1.1 Underwriting Agreement, dated as of January 6, 2009, among Devon Energy Corporation and Banc of America Securities LLC, J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several Underwriters named therein Exhibit 4.1 Supplemental Indenture No. 3, dated as of January 9, 2009, to Indenture, dated as of March 1, 2002, between Devon Energy Corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York), as trustee (including the forms of 2014 Notes and 2019 Notes) Exhibit 5.1 Opinion of Mayer Brown LLP, as to the validity of the Notes Exhibit 23.1 Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto)

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