Devon Energy and PennzEnergy Announce Completion of Merger

    OKLAHOMA CITY and HOUSTON, Aug. 17 /PRNewswire/ -- Devon Energy
 Corporation (Amex:   DVN; Toronto: NSX) and PennzEnergy Company (NYSE:   PZE)
 today announced that their merger has been completed.  The merger was
 announced on May 20, 1999.  Shareholders of both companies approved the merger
 at special meetings of shareholders on August 17, 1999.  More than 99 percent
 of the shares represented at the Devon meeting were cast in favor of the
 merger.  Of the shares represented at the PennzEnergy meeting, approximately
 92 percent were cast in favor of the merger.
 
     Terms of Merger
     In the merger, each PennzEnergy share was converted into 0.4475 shares of
 common stock of the new Devon Energy Corporation.  Each share of Devon common
 stock was converted into one share of new Devon.  PennzEnergy shareholders
 will own approximately 31 percent of the combined company and Devon
 shareholders will own approximately 69 percent.
 
     The New Devon Energy Corporation
     Devon Energy Corporation now ranks in the top 10 of all U.S.-based
 independent oil and gas producers in terms of market capitalization, total
 proved reserves and annual production.  Key measures of Devon Energy
 Corporation include:
     --  Total capitalization of approximately $5.0 billion.
     --  Proved reserves, as of December 31,1998, of approximately 660 million
         barrels of oil equivalent (MMBOE) (52 percent natural gas and
         48 percent liquids).
     --  Net average daily production during 1998 of 230,000 barrels of oil
         equivalent (60 percent natural gas and 40 percent liquids).
     --  U.S. operations concentrated in four core areas with year-end 1998
         proved reserves of 422 MMBOE.
     --  One of the world's largest coal bed methane producers from Devon's
         stable San Juan Basin reserves.  Significant exposure to the
         developing Powder River Basin and Raton Basin coal seam plays.
     --  One of the largest producers in the Gulf of Mexico with operations on
         75 blocks.  Interests in an additional 98 undeveloped blocks.
     --  Significant operations in the Western Canadian Sedimentary Basin.
         Year-end 1998 proved reserves of 144 MMBOE.
     --  International operations in the Caspian Sea region, Egypt and
         Venezuela.  Year-end 1998 proved reserves of 94 MMBOE, primarily in
         Azerbaijan.
     --  An aggregate 15 million net undeveloped acres, providing an extensive
         inventory of exploration opportunities.
 
     James L. Pate, Chairman of Devon Energy Corporation, said, "This merger
 has created a powerful new independent energy company.  Devon is now poised to
 take advantage of substantial economies of scale, cost savings and
 opportunities for strategic expansion.  These synergies will result in
 improved value for all shareholders of the new Devon."
     "I am excited and eager to begin this new chapter in the life of Devon
 Energy Corporation," said J. Larry Nichols, President and CEO of Devon.  "This
 merger is the largest in Devon's history.  It carries with it more
 opportunities to enhance shareholder value than anything we have accomplished
 to date.  This is truly a banner day and I want to welcome all our new
 shareholders to Devon."
 
     Exchange and Transmittal of Shares
     Shareholders of Devon and PennzEnergy will receive written instructions
 for exchanging their current shares for shares of the new Devon Energy
 Corporation.  The exchange and transmittal process will begin promptly.
 Questions concerning this process should be directed to the Exchange Agent,
 BankBoston, N.A., at its toll free number 800-733-5001.
 
     Forward Looking Statements
     This press release includes "forward-looking statements" as defined by the
 Securities and Exchange Commission.  Such statements are those concerning the
 company's 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.  Such statements are subject to a number of assumptions,
 risks and uncertainties, many of which are beyond the control of the company.
 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 independent energy company engaged in oil
 and gas property acquisition, exploration and production.  It is one of the
 top 10 public independent oil and gas companies in the United States and
 Canada, as measured by oil and gas reserves.  Devon's Canadian operations are
 primarily conducted by its subsidiary, Northstar Energy Corporation, traded on
 the Toronto Stock Exchange under the symbol NSX.  Shares of the new Devon
 Energy Corporation will continue to trade on the American Stock Exchange under
 the symbol DVN.
 
 

SOURCE Devon Energy Corporation and PennzEnergy Company

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