Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 4, 2009, the Board of Directors of Devon Energy Corporation ("Devon") adopted new Bylaws. The principal changes effected by the adoption of the new Bylaws were to:
(i) amend Article II, Section 9(A)(2) of the Bylaws to expand the information required to be included in a notice of an intention to nominate an individual for election as a director or propose other business at an annual meeting; and

(ii) amend Article III, Section 1 of the Bylaws to include the director resignation policy currently included in Devon's Corporate Governance Guidelines whereby a nominee for director in an uncontested election who received a greater number of votes "withheld" from his or her election than votes "for" such election is required to submit an offer of resignation.

In addition to the amendments described above, adoption of the new Bylaws effected various changes to clarify language and make other technical corrections and non-substantive modifications.
The Bylaws reflecting these changes are filed as Exhibit 3.1 to this report. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. Description

Exhibit 3.1 Bylaws of Devon Energy Corporation