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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A NO. 1

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

[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Transition Period from July 1, 2000 to December 31, 2000

COMMISSION FILE NUMBER 0-21179

DEVX ENERGY, INC.
DEVX ENERGY, INC.
DEVX OPERATING COMPANY.
CORRIDA RESOURCES, INC.

(Exact name of registrants as specified in their charter)

Delaware 75-2615565
Nevada 75-2564071
Nevada 75-2593510
Nevada 75-2691594
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Nos.)

13760 Noel Rd., Suite 1030
Dallas, Texas 75240-7336
(Address of principal executive offices) (Zip Code)

(Registrants' telephone number, including area code) (972) 233-9906

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.234 PER SHARE
(Title of class)

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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months, and (2) has been subject to such
filing requirements for the past ninety (90) days.

YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [ ]

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The aggregate market value of shares of Common Stock held by
non-affiliates of the Registrant (all directors and officers of the Company are
presumed to be affiliates for purposes of this calculation), computed by
reference to the closing bid price of such stock on April 10, 2001, was
approximately $106,280,467. As of April 10, 2001, the Registrant had outstanding
12,748,612 shares of Common Stock.

The undersigned Registrant hereby amends its Annual Report on Form 10-K
for the year ended December 31, 2000, to include the information called for by
the following items, as set forth in the pages attached hereto:

Part III. Item 10. Directors and Executive Officers of the
Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners
and Management
Item 13. Certain Relationships and Related Transactions

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

DEVX ENERGY, INC. (Delaware)

By: /s/ Edward J. Munden
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Name: Edward J. Munden
---------------------------------------------
Title: CEO and President
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DEVX ENERGY, INC. (Nevada)

By: /s/ Edward J. Munden
------------------------------------------------
Name: Edward J. Munden
---------------------------------------------
Title: President
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DEVX OPERATING COMPANY

By: /s/ Edward J. Munden
-----------------------------------------------
Name: Edward J. Munden
---------------------------------------------
Title: President
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CORRIDA RESOURCES, INC.

April 30, 2001

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AMENDMENT NO. 1 TO
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000

Because definitive proxy soliciting materials relating to the 2001
Annual Meeting of the Stockholders of DevX Energy, Inc. ("DevX" or the
"Company") will not be filed until after April 30, 2001, the information called
for by Part III of the Company's Form 10-K for the transition period from July 1
2000 through December 31, 2000 is included in this Amendment No. 1 to such Form
10-K. The Company recently changed its fiscal year end from June 30 to December
31. Unless otherwise stated, information is stated herein for the 12 months
ended December 31, 2000. Information related to prior years has been restated on
a calendar year basis.

PART III OF FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS OF THE COMPANY

There are five directors of the Company, each holding office until the
next annual meeting of stockholders or until his successor is elected or
appointed and qualified, or as otherwise provided by the Company's Bylaws or by
Delaware law. The following sets forth information regarding the directors of
the Company:

NAME AGE CURRENT POSITION
---------------------- ------ -----------------------------

Joseph T. Williams 63 Chairman of the Board

Edward J. Munden 50 CEO, President & Director

Patrick J. Keeley 52 Director

Robert L. Keiser 58 Director

Jerry B. Davis 69 Director

The following biographies describe the business experience of our
directors.

Joseph T. Williams was appointed director and Chairman of the Board of
DevX Energy, Inc. on October 6, 2000. From July 1998 to August 1999, Mr.
Williams served as President and Chief Executive Officer of MCN Investment
Corporation, a diversified energy company with $2 billion in oil and natural
gas, natural gas pipeline and electrical power assets. From August 1997 to July
1998, Mr. Williams served as President and Chief Executive Officer of MCNIC Oil
and Gas Company, a broad based exploration and production company. From June
1995 to February 1996, Mr. Williams served as Vice Chairman and Chief Executive
Officer of Enserch Exploration, Inc., an oil and gas exploration and production
company. Mr. Williams holds a B.S. degree in Petroleum Engineering from the
University of Texas at Austin.

Edward J. Munden has been the President and a director of DevX Energy,
Inc. since March 6, 1995. He was appointed Chief Executive Officer in May 1996
and held the position of Chairman of the Board from October 1997 to October
2000. Mr. Munden has held positions in the mining industry with Eldorado Nuclear
Limited from 1980 to 1989, the manufacturing industry with Proctor and Gamble

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Company of Canada from 1978 to 1980, and the oil and natural gas industry with
Union Oil of Canada Limited from 1974 to 1976. Mr. Munden is a professional
geological engineer and holds a Bachelor of Science degree in Engineering and a
Masters of Business Administration from Queens University in Kingston, Canada.

Jerry B. Davis joined the board of directors of DevX Energy, Inc. on
October 26, 2000. He serves on both the audit and compensation committees of the
board. Mr. Davis has over 25 years of experience working with Otis Engineering
Corporation, an oil field service company and a division of Halliburton Oil
Company. Mr. Davis served as President and Chief Executive Officer of Otis from
1990 to 1993. From July 1993 to the present Mr. Davis has pursued investing and
ranching activities. Mr. Davis holds a Master of Business Administration from
Southern Methodist University, a B.S. degree in Petroleum Engineering from Texas
A&M University and has a degree in ranch management from Texas Christian
University.

Robert L. Keiser joined the board of directors of DevX Energy, Inc. on
October 26, 2000 and serves on its audit and compensation committees. Mr. Keiser
retired as Chairman of Kerr-McGee Corp., an integrated energy Company, in June
1999. Mr. Keiser served as Chairman, Chief Executive Officer and President of
Oryx Energy Company, an independent oil and natural gas exploration company,
from 1994 until March 1999 when Oryx merged with Kerr-McGee. Prior to his
appointment as its Chairman in 1994, Mr. Keiser served Oryx in various
capacities during the period from 1988 to 1994. Mr. Keiser also sits on the
board of HVIDE Marine Inc., a company engaged in the business of providing
marine support and transportation services to the energy and chemical
industries. Mr. Keiser holds a B.S. degree in Petroleum Engineering from The
University of Missouri-Rolla.

Patrick J. Keeley joined the board of directors of DevX Energy, Inc. on
November 10, 2000 and serves on its audit and compensation committees. Mr.
Keeley is currently the managing director of the Energy and Industrial Group of
the investment banking firm of Friedman Billings Ramsey & Co., Inc. which he
joined in January 1998. From 1977 to 1998 Mr. Keeley was a partner with the law
firm of Fulbright & Jaworski LLP where he represented oil and gas producers,
pipelines, distribution companies, refineries, and independent power producers.
Prior to joining Fulbright & Jaworski, Mr. Keeley served as assistant to the
General Counsel of the Federal Power Commission in Washington, D.C. Mr. Keeley
has served on the board of several public and private energy and banking
companies and mutual funds. Mr. Keeley received his J.D. degree from Fordham
University in 1975 and received a degree in business administration from
Georgetown University in 1970.

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the officers of the Company.

NAME AGE CURRENT POSITION
---------------------- --------- --------------------------------------------

Joseph T. Williams* 63 Chairman of the Board

Edward J. Munden* 50 President & CEO

William W. Lesikar* 47 Chief Financial Officer

Ronald Idom* 46 Vice President, Engineering

William A. Williamson 44 Vice President, Land

Brian J. Barr* 47 Vice President, General Counsel & Secretary

*Executive Officers

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The following biographies describe the business experience of our
officers other than Mr. Williams and Mr. Munden whose biographies are set forth
above.

Ronald Idom joined DevX Energy, Inc. in January 1998 as Vice President,
Acquisitions. He has over 25 years of experience in reservoir engineering and
management. From 1991 to 1997, he was Manager Gas Supply for Delhi Gas Pipeline
Corporation and Manager Engineering/Project Development from 1988 to 1991. From
1985 to 1988 he held the position of Chief Reservoir Engineer for TXO Production
Corp. Both Delhi Gas Pipeline and TXO Production Corp. were subsidiaries of
USX/Texas Oil & Gas Corporation. He also served as acquisition engineer for NRM
Petroleum from 1983 to 1985; a self-employed petroleum consultant from 1980 to
1983 and held various engineering positions with Texas Oil and Gas Corporation
from 1976 to 1980. Mr. Idom graduated from Texas A&M University in 1976 with a
Bachelor of Science in Petroleum Engineering.

William W. Lesikar joined DevX Energy, Inc. in June 1998 as Vice
President, Finance. Mr. Lesikar, a Certified Public Accountant, has 25 years of
experience in finance and accounting with 19 years in the oil and gas industry
and has served as our Chief Financial Officer since September 2000. From 1981 to
1998, Mr. Lesikar held increasing positions of authority with Lyco Energy
Corporation of Dallas, Texas including Controller from 1981 to 1983, and Chief
Financial Officer and Executive Vice President from 1988 to 1998. From 1978 to
1981, Mr. Lesikar was an audit manager and senior auditor with Arthur Young &
Company, now known as Ernst & Young LLP. From 1976 to 1978, Mr. Lesikar was an
auditor with Haskins & Sells, now known as Deloitte & Touche LLP. Mr. Lesikar
holds a Masters of Business Administration from Southern Methodist University
and a Bachelor of Business Administration from University of Texas at Austin.

William A. Williamson joined DevX Energy, Inc. in March 1998 as Vice
President, Land. He has over 20 years of experience in petroleum land
management. From 1989 to 1998, he served as President of BAW Energy, Inc. BAW
Energy, Inc. was formed primarily to provide oil and gas asset management from a
land and legal perspective to independent oil and gas companies. Clients of BAW
Energy, Inc. included INCO Oil Corporation, Janex Oil Co., Inc., Walter
Exploration, Inc. and DevX Energy, Inc. From 1979 to 1989, he was self-employed
as an independent petroleum landman. Mr. Williamson holds a Bachelor of Business
Administration in Finance from Texas A&M University.

Brian J. Barr joined DevX Energy, Inc. as its General Counsel in
October 2000 and also acts as its Corporate Secretary. From July 1998 until he
became an employee of the Company in October 2000, Mr. Barr acted as the
Company's legal counsel under contract. Prior to joining DevX Energy, Inc., Mr.
Barr practiced international and corporate law for 20 years, the last 7 of which
as counsel to the firm of Maclaren Corlett in Ottawa, Canada. Mr. Barr is also a
director of Mustang Minerals Corporation, a mineral exploration company whose
shares are traded on the Canadian Venture Exchange. Mr. Barr holds a Bachelor of
Law degree from the University of Ottawa and a Bachelor of Commerce degree in
international economics from Carleton University in Ottawa, Canada.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the Company's knowledge, based solely on a review of the copies of
reports furnished to the Company and, in certain instances, written
representations that no additional reports were required, during the fiscal year
ended December 31, 2000 all of the Company's executive officers, directors and
holders of more than 10% of its Common Stock timely filed all reports required
by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") except with respect to the late filings of the initial reports of the
Company's directors Mr. Davis, Mr. Keiser and Mr. Williams and its executive
officers Mr. Lesikar, Mr. Idom and Mr. Barr.

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ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF OFFICERS

The following table sets forth a summary of the compensation of the
Chief Executive Officer and the five other most highly compensated officers of
the Company for the years ended December 31, 2000, 1999 and 1998.

SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------------------
LONG TERM
ANNUAL COMPENSATION COMPENSATION
NUMBER OF
OTHER SECURITIES
YEAR ENDED ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION DECEMBER 31, SALARY BONUS COMP.(5) OPTIONS/SARS COMPENSATION
- --------------------------- --------------- ------------- ------------- --------------- --------------- ------------

Joseph T. Williams 2000 $ 59,000 $ 38,000 $ - 250,000 -0-
Chairman of the 1999 -0- -0- - -0- -0-
Board (1) 1998 -0- -0- - -0- -0-

Edward J. Munden 2000 $ 174,000 $ 150,000 $ - 240,000 -0-
Chief Executive Officer, 1999 $ 160,000 $ 40,000 $ - 55,000 -0-
& President (2) 1998 $ 144,000 $ 105,000 $ - 45,000 -0-

William W. Lesikar 2000 $ 128,000 $ 45,000 $ - 35,000 -0-
Chief Financial 1999 $ 120,000 $ 21,000 $ - 15,000 -0-
Officer, (3) 1998 $ 62,000 $ 6,000 $ - 10,000 -0-

Ronald Idom 2000 $ 127,000 $ 35,000 $ - 35,000 -0-
Vice President, 1999 $ 120,000 $ 21,000 $ - 15,000 -0-
Engineering 1998 $ 117,000 $ 21,000 $ - 17,000 -0-

William Williamson 2000 $ 121,000 $ 30,000 $ - 25,000 -0-
Vice President, Land 1999 $ 115,000 $ 21,000 $ - 14,500 -0-
1998 $ 96,000 $ 16,000 $ - 15,000 -0-

Brian J. Barr 2000 $ 122,000 $ 75,000 $ - 25,000 -0-
Vice President, General 1999 $ 98,000 -0- - -0- -0-
Counsel & Secretary (4) 1998 $ 51,000 -0- - -0- -0-

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(1) Became Chairman of the Board in October 2000.

(2) Previously also served as Chairman of the Board.

(3) Became C.F.O. in September 2000. Previously served as Vice President,
Finance.

(4) Became Vice President General Counsel in October 2000. Salary reported
for the period prior to October 2000 was for consulting services.

(5) As permitted by the rules of the SEC, this column excludes perquisites
and other personal benefits for the named officers if the total cost
in a given year did not exceed the lesser of $50,000 or 10% of the
officer's combined salary and bonus of that year.

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE OR
UNDERLYING GRANTED TO BASE GRANT DATE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED (#) DURING YEAR ($/SH) DATE VALUE (4)
- -------------------- ------------- ------------- ------------- ------------- -------------

Joseph T. Williams 250,000(1) 40.98% $ 7.00 10/27/10 $ 525,000

Edward J. Munden 240,000(2) 39.34% $ 7.00 10/27/10 $ 504,000

William W. Lesikar 35,000(3) 5.74% $ 7.00 10/27/10 $ 73,500

Ronald Idom 35,000(3) 5.74% $ 7.00 10/27/10 $ 73,500

William Williamson 25,000(3) 4.10% $ 7.00 10/27/10 $ 52,500

Brian J. Barr 25,000(3) 4.10% $ 7.00 10/27/10 $ 52,500

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(1) Subject to stockholder approval of certain amendments to the Company's
1997 Incentive Stock Option Plan which amendments include increasing
the number of shares reserved to the Plan to 1,000,000. Of the 250,000
options, 20,000 are exercisable immediately upon stockholder approval.
The remaining 230,000 are exercisable cumulatively at the rate of
115,000 per year on each of October 27, 2001 and October 27, 2002 and
continue to be exercisable until October 27, 2010 unless earlier
terminated.

(2) Subject to stockholder approval of certain amendments to the Company's
1997 Incentive Stock Option Plan which amendments include increasing
the number of shares reserved to the Plan to 1,000,000. Exercisable
cumulatively at the rate of 120,000 per year on each of October 27,
2001 and October 27, 2002. The Options continue to be exercisable until
October 27, 2010 unless earlier terminated.

(3) Subject to stockholder approval of certain amendments to the Company's
1997 Incentive Stock Option Plan which amendments include increasing
the number of shares reserved to the Plan to 1,000,000. The Options are
exercisable cumulatively at the rate of 33.33% on or after October 27,
2001 and 33.33% per year on each of October 27 thereafter. The Options
continue to be exercisable thereafter until October 27, 2010 unless
earlier terminated.

(4) This amount was calculated using the Black-Scholes option pricing
model, a complex mathematical formula that uses a number of factors to
estimate the present value of stock options. The assumptions used in
the valuation of the options for 2000 were: exercise price of $7.00, a
stock price volatility factor of 0.256; an expected life of 4 years, a
risk-free interest rate of 5.75% and a dividend yield of 0.0%. The
Black-Scholes model generates an estimate of the value of the right to
purchase a share of stock at a fixed price over a fixed period. The
actual value, if any, an executive realizes will depend on whether the
stock

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price at exercise is greater than the grant price as well as the
executive's continued employment through the vesting period and the
option term.

The following table provides information on the value of each named
officer's unexercised options to acquire Common Stock at December 31, 2000.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/ OPTIONS/SARS AT
SARS AT FY-END (#) FY-END ($)
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
- --------------------- ------------------ ------------------ ------------------- ---------------------

Joseph T. Williams -0- -0- 0/250,000 $ 0/$218,750
Edward J. Munden -0- -0- 0/240,000 $ 0/$210,000
William W. Lesikar -0- -0- 0/35,000 $ 0/$30,625
Ronald Idom -0- -0- 0/35,000 $ 0/$30,625
William A. Williamson -0- -0- 0/25,000 $ 0/$21,875
Brian J. Barr -0- -0- 0/25,000 $ 0/$21,875

(1) Based on December 31, 2000 closing price of $7.875.

EXECUTIVE EMPLOYMENT AGREEMENTS

Effective October 6, 2000, we entered into an employment agreement with
Joseph T. Williams. The initial term of the employment agreement is for 2 years
but it will be automatically extended for a further term of 2 years on each
anniversary date of the agreement unless, at least 60 days before the
anniversary date we notify Mr. Williams that we will not be extending the term.
Mr. Williams will receive a base salary of $250,000 per year. Each year during
the term, our compensation committee will determine a target bonus for Mr.
Williams for that year that will be in the range of between 20% and 120% of Mr.
Williams' base salary. Determination of the actual bonus amount to be paid to
Mr. Williams will be in the discretion of our board of directors and will depend
in part of the performance of the Company during the year but in any case will
not be less than 20% of the base salary.

If we terminate Mr. Williams' employment for reasons other than for
`cause' or Mr. Williams terminates his employment for `good reason', as those
terms are defined in the contract, then we must pay Mr. Williams, in addition to
any accrued but unpaid salary and bonus to which he may then be entitled, the
sum of 1 year's base salary plus the greater of his target bonus for that year
or the actual bonus paid or payable with respect to the previous year. If
termination occurs for those reasons within 2 years of a change of control or
Mr. Williams resigns for any reason during the 13th month following a change of
control, then Mr. Williams will be entitled to receive 3 times that amount. If
termination is for reasons other than for cause or Mr. Williams terminates his
employment for good reason he will also be entitled to receive health benefits
for 3 years after termination as well as any benefits he might then be entitled
to under any supplemental retirement plan we may have in place at the time. In
addition, all of Mr. Williams' unvested stock options will vest immediately or
he may elect to receive the cash equivalent of any unexercised stock options. We
have also agreed to make additional payments to indemnify Mr. Williams should
the severance payments attract excise tax under Article 4999 of the Internal
Revenue Code.

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"Change of Control" is defined in Mr. William's contract to include:
(i) the acquisition of beneficial ownership of an aggregate of 15% of the voting
power of our outstanding voting securities by any person, (ii) specified changes
in the composition of our board of directors, (iii) a merger or sale of our
Company if we are not the surviving entity, (iv) the sale of all or
substantially all of our assets, and (v) the approval by our stockholders of a
plan of liquidation or dissolution,

Under the employment agreement, we agreed to issue to Mr. Williams
options to purchase 250,000 shares of our common stock. The exercise price for
these options is $7.00 per share of common stock. The grant of the options is
subject to the approval by our stockholders of an certain amendments to our 1997
Incentive Equity Plan including an amendment that increases the number of
options that may be awarded under the plan. Of these options, 20,000 will vest
immediately upon stockholder approval and fifty percent of the balance of these
options will vest on each of the first two anniversary dates of the grant. If we
fail to deliver the options or fail to receive stockholder approval before the
first anniversary date of the contract, then we must pay Mr. Williams the cash
equivalent of the options. In addition, we have also entered into an
indemnification agreement with Mr. Williams.

Effective as of November 11, 2000, the Company entered into an
employment agreement with Edward J. Munden that is substantially similar to that
of Mr. Williams except that Mr. Munden's contract provides for a base salary of
$240,000 per annum and incentive stock options for 240,000 shares of common
stock. If we fail to deliver the options or fail to receive stockholder approval
before the first anniversary date of the contract, then we must pay Mr. Munden
the cash equivalent of the options.

Effective as of November 11, 2000, the Company entered into employment
agreements with each of its Vice Presidents: William W. Lesikar, Ronald Idom,
William A. Williamson and Brian J. Barr. The terms of the employment agreements
for each of the Vice Presidents are substantially similar although they do
differ in terms of the amount of base salary and target bonus.

Mr. Lesikar's employment provides for a base salary of $145,000 per
annum, Mr. Idom's agreement establishes a base salary of $135,000 and the
employment agreements of Mr. Williamson and Mr. Barr establish their base
salaries at $130,000 per annum. The Vice President employment agreements provide
that for each year during the term, our compensation committee will determine a
target bonus for each vice president for that year that will be in the range of
between 0% and 60% of their respective base salaries. Determination of the
actual bonus amount to be paid to a particular vice president will be in the
discretion of our board of directors and will depend in part of the performance
of the Company during the year. Generally, actual bonuses will range between 0%
and 200% of the target bonus. For the fiscal year ending December 31, 2001, the
target bonus established for Mr. Lesikar and Mr. Idom is 35% and for Mr.
Williamson and Mr. Barr the target bonus has been set at 25%. For the year ended
December 31, 2000, the Company paid bonuses totalling $185,000 to these four
officers.

Each of the vice president employment agreements is for an initial term
of 2 years and the agreements provide that the term will be automatically
extended for 2 years on each anniversary of its effective date unless the
Company notifies the particular officer at least 60 days of the anniversary date
that it is electing not to extend the term.

Each of the vice president employment agreements includes a severance
provision which is triggered by the Company's termination of the agreement
without `cause', or the officer's termination with `good reason', as those terms
are defined in the agreement. Under the severance provisions, the Company must
pay the officer a severance payment equivalent to his annual base salary plus
the target

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bonus established for the year in which termination occurs prorated to the
termination date. If the termination follows a change of control, then the
Company must pay the officer a severance payment equivalent to the full target
bonus established for the year in which termination occurs plus 1.5 times his
annual base salary.

"Change of Control" is defined in the vice president employment
agreements to include a merger or sale of the Company in which the Company is
not the surviving entity, the sale of all or substantially all of the Company's
assets, the approval by the Company's stockholders of a plan of liquidation,
bankruptcy of the Company, specified changes in the composition of the board of
directors, and the acquisition of beneficial ownership of an aggregate of 15% of
the voting power of the Company's outstanding voting securities by any person or
group who, on the date of the employment agreement, beneficially owned less than
10% of the voting power of the Company's outstanding voting securities, the
acquisition of beneficial ownership of an additional 5% of the voting power of
the Company's outstanding voting securities by any person or group who, on the
date of the employment agreement, beneficially owned at least 10% of the voting
power of the Company's outstanding voting securities, or the execution by the
Company and a stockholder of a contract that by its terms grants such
stockholder or such stockholder's affiliate, the right to veto or block
decisions or actions of the Board of Directors.

Each of the vice president employment agreements includes a
non-competition covenant pursuant to which throughout the term of the agreement
and, unless the agreement terminates at the expiration of the term, or the
Company terminates the agreement without cause or the officer terminates the
agreement with good reason or the agreement is terminated after a change of
control, through the first anniversary of the expiration of the agreement, the
officer may not engage in the business of acquiring oil and natural gas reserves
and oil and natural gas production and exploitation. The geographic area covered
by the non-competition covenant includes any state in which the Company has
material operations at the time of the termination.

COMPENSATION COMMITTEE REPORT

The compensation committee of our board of directors is responsible for
overseeing the compensation of our executive officers. It consists of three
independent directors: Jerry B. Davis (Chairman), Robert L. Keiser and Patrick
J. Keeley.

Compensation policies. Our executive officer compensation package
consists of three components: base salary, annual incentive bonuses and stock
option grants. We are committed to pay base salaries that are above the median
among the companies in our peer group to attract and retain talented executives
who can create value for our Company. In addition we pay annual incentive
bonuses as a percent of base salary based upon the performance of the Company
and we award stock option grants to our executive officers and employees. Our
compensation committee reviews industry performance and cost-of-living
increments as well as compensation levels among our peer group to arrive at
appropriate compensation levels for our executives.

Incentive bonuses are awarded annually based on performance measures
and goals established by our compensation committee. Our committee reviews,
among other things, reserve growth, lease operating expenses, finding costs,
administrative expenses and returns to stockholders. Based on the results of
these assessments and an evaluation by our committee of individual executive
performance, our committee may adjust awards to reflect individual performance.
Prior to fiscal 2000, the compensation committee targeted bonuses at 50% of base
salary. Beginning in the year 2000 the committee established target bonuses
ranging from 0% to 60% of base salary. Actual bonuses may be more or less than
the target depending on individual performance and cash availability in the
Company.

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Long-term incentives are an essential component of our pay package
because they hold our executive officers accountable for attaining our business
strategy. At this time, stock options are our primary long-term incentive reward
vehicles and may be awarded in the discretion of the compensation committee.
Stock options are granted with the option price equal to the fair market value
of our stock on the date of the grant and with incremental vesting restrictions.
As part of the Recapitalization that occurred during the year ending December
31, 2000 [See: Item 1, "Business-Recent Developments" in our annual report on
form 10-K filed with the SEC on March 30, 2001] , all 558,000 options that had
been granted in prior years were cancelled. Following the Recapitalization, the
compensation committee awarded new options to purchase shares of post reverse
split common stock to certain executives and employees. All of these grants are
subject to stockholder approval of certain amendments to the Company's 1997
Incentive Stock Option Plan including an increase in the number of shares
authorized for issuance under the plan. As of December 31, 2000, options to
acquire a total of 642,500 shares of post reverse split common stock had been
granted to certain executives and employees. The options will vest in two or
three year annual instalments depending on the particular grantee. All have an
exercise price of $7.00.

Relationship of compensation to performance. During the course of the
year ended December 31, 2000 much of the focus of management was directed at the
Recapitalization and executive compensation was related primarily to the
successful completion of the Recapitalization. The Recapitalization was approved
by our stockholders at a meeting held on September 18, 2000. As a result of the
successful completion of the Recapitalization, our Company's financial position
was significantly strengthened: our outstanding debt was reduced by almost 64%;
our outstanding preferred stock and dilutive conversion and repricing rights
were eliminated; and our borrowing capacity was increased.

Following the successful completion of the Recapitalization, we
announced a four-part strategy directed at growing our asset base and increasing
shareholder value. This strategy consists of: (1) establishing an exploration
program to add reserves at competitive finding costs; (2) developing and
exploiting our existing properties; (3) pursuing selective property
acquisitions; and (4) actively seeking corporate acquisitions and mergers. Our
executive pay strategy for the year ending December 31, 2001 is designed to
support this business strategy through competitive base salaries, annual
incentive bonuses and stock option grants that rewards the attainment of these
objectives.

2000 Compensation for our chief executive officer. In determining the
compensation of Edward J. Munden, Chief Executive Officer, the compensation
committee considered Mr. Munden's history with the Company dating back to its
inception in 1994, his key role in the successful completion of the
Recapitalization as well as his contribution to our Company's operating and
financial results for fiscal year 2000. The committee evaluated Mr. Munden's
individual performance and substantial contribution to those results and
considered the compensation range for other chief executive officers in our peer
group. Based on that review and assessment, the Company agreed to a new
employment contract with Mr. Munden which became effective on November 6, 2000
and, among other things, increased his base salary from $160,000 to $240,000 per
year and awarded him options to purchase 240,000 shares of post reverse split
common stock. For the fiscal year ended December 31, 2000, our Company paid Mr.
Munden a base salary of $174,000 and an annual incentive bonus of $150,000.

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BOARD OF DIRECTORS INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS

The compensation committee consists of: Jerry B. Davis (Chairman),
Robert L. Keiser and Patrick J. Keeley. None of the members of the compensation
committee of the board of directors is an officer or employee of our Company. No
executive officer of our Company serves as a member of the board of directors or
compensation committee of any entity that has one or more executive officers
serving on our Company's compensation committee.

Patrick J. Keeley serves as a managing director of Friedman, Billings &
Ramsey & Co. For a description of the Company's relationship with Friedman,
Billings & Ramsey & Co., see "Certain Relationships and Related Transactions"
below.

COMPENSATION OF DIRECTORS

The board of directors has adopted a policy whereby each non-employee
director is paid an annual retainer fee of $18,000 plus meeting fees of $1,000
for each board of directors meeting and $1,000 for each committee meeting (other
than telephonic meetings) attended by the director unless the committee meeting
is held on the same day s a board meeting, in which case the fee is $500. The
Company also reimburses its directors for travel, lodging and related expenses
they may incur attending board of directors and committee meetings. In addition,
subject to stockholder approval of an amendment to our directors' nonqualified
stock option plan to increase the number of shares subject to the plan, we have
granted each non-employee director options to purchase a total of 30,000 shares
of common stock. Of the 30,000 options, we granted 3,000 options to each of our
outside directors upon joining our board at an exercise price of $7.00 per
share. If we do not obtain stockholder approval of the amendment to the option
plan, then we will pay the directors the cash equivalent of these options. We
granted an additional 27,000 options to each of our outside directors at an
exercise price of $7.0625 per share. In addition, we have entered into
indemnification agreements with our non-employee directors.

STOCKHOLDER RETURN COMPARISON

Set forth below is a line graph comparing the total return on the
Common Stock with the cumulative total return of the Nasdaq Market index, the
Russell 2000 Index and the 3 digit MG Industry Group Index for Independent Oil
and Gas Companies, resulting from an initial assumed investment of $100 in each
and assuming the reinvestment of any dividends, for the period beginning on
December 31, 1997 and ending on December 31, 2000. The Company believes that
since its common stock began trading on the Nasdaq National Market System in
October 2000, it is appropriate to use the broadly based Nasdaq Market Index.
Because the Company used the Russell 2000 Index as a comparable in previous
years, it is required to use include the Russell 2000 Index this year but the
Company expects to discontinue its use in future years. The stock performance
graph is not necessarily indicative of future price performance.

COMPANY/INDEX 12/31/97 12/31/98 12/31/99 12/31/00

DevX Energy, Inc. 100.00 60.45 7.05 0.81
MG 121 Index 100.00 64.77 90.74 131.68
NASDAQ Market Index 100.00 141.04 248.76 156.35
Russell 2000 Index 100.00 97.20 116.24 111.22

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

OWNERSHIP OF SECURITIES

The following table sets forth information with respect to the number
of shares of the Company's Common Stock beneficially owned as of April 1, 2001
by (i) all holders (the "Stockholders") of shares of the Common Stock known by
the Company to own beneficially more than 5% of the outstanding shares of the
Common Stock, (ii) the executive officers of the Company, (iii) each Director of
the Company and (iv) all Directors and officers of the Company as a group.

AMOUNT AND NATURE APPROXIMATE
OF BENEFICIAL % OF
NAME OF BENEFICIAL OWNER OWNERSHIP COMMON STOCK
------------------------------------- ----------------- ------------

DIRECTORS & OFFICERS
Joseph T. Williams 10,000 *
Edward J. Munden (1) 42,307 *
William W. Lesikar 100 *
Ronald Idom -0- *
William A. Williamson -0- *
Brian J. Barr -0- *
Patrick J. Keeley 2,000 *
Robert L. Keiser 4,000 *
Jerry B. Davis 2,000 *

ALL DIRECTORS & OFFICERS AS A GROUP 60,407 0.46%

FIVE PERCENT STOCKHOLDERS(3)

Mark E. Brady, Robert J. Suttman, Ron L. Eubel
c/o Eubel Brady & Stuttman Asset Management Inc. 7777
Washington Village Drive, Ste 210, Dayton, Ohio 45459 731,000 5.73%

Bernie Holtgrieve, William E. Hazel & EBS Asset
Management, Inc.
c/o Eubel Brady & Stuttman Asset Management Inc. 7777
Washington Village Drive, Ste 210, Dayton, Ohio 45459 707,000 5.55%

Mark E. Strome, Strome Investment Management L.P., SSCO,
Inc., Strome Offshore Limited, Strome Hedgecap Fund, L.P.
c/o Strome Investment Management L.P., 100 Wilshire
Blvd., 15th Floor, Santa Monica, CA 90401 1,100,000 8.63%

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Paul P. Tanico, Ellen H. Adams, CastleRock Management,
LLC, CastleRock Asset Management, Inc., CastleRock
Partners, L.P.
CastleRock Partners II, L.P. CastleRock Fund, Ltd.
c/o CastleRock Asset Management, Inc. 101 Park Avenue,
6th Floor, New York, New York 10178 1,104,400 8.66%

Tudor Investment Corporation, Paul Tudor Jones, II,
Tudor Proprietary Trading, L.L.C., The Altar
Rock Fund L.P.
c/o 1275 King St., Greenwich, CT 06831
The Raptor Global Portfolio Ltd. The Tudor BVI Global
Portfolio Ltd., The Ospraie Portfolio Ltd., c/o CITCO
Kaya Flamboyan 9, Curacao, Netherlands Antilles (4) 1,500,000 11.77%

* indicates less than 1%.

(1) Edward J. Munden, has a beneficial interest in 42,307 shares
of Common Stock owned by EIBOC Investments Ltd. ("EIBOC"). In
addition, EIBOC has granted an irrevocable proxy to Mr.
Munden, to vote the 42,307 shares owned of record by EIBOC.
Accordingly, the 42,307 shares owned of record by EIBOC have
been included as beneficially owned by Mr. Munden, and by all
officers and Directors as a group.

(2) Includes options exercisable within 60 days.

(3) Information based on most recent SEC Filings made by these
stockholders as of April 1, 2001. These stockholders are not
affiliates of the Company.

(4) Form 13G filed April 19, 2001

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

JEDI TRANSACTION

On May 6, 1997, an affiliate of Enron Corp. by the name of Joint Energy
Development Investments L.P. ("JEDI"), became a significant stockholder by
purchasing 9,600,000 shares of our Series A preferred stock and warrants to
purchase our common stock in exchange for the payment to us of $5,000,000 cash
and the execution and delivery by JEDI of an earn up agreement. The 9,600,000
shares of Series A preferred stock represented approximately 33% of the voting
power of the Company at that time.

In connection with the investment by JEDI, we entered into a securities
purchase agreement, a stockholders agreement, a registration rights agreement
and a letter agreement with an affiliate of JEDI. The securities purchase
agreement included customary representations, warranties and covenants for an
investment in preferred stock and warrants. The purchase agreement also granted
JEDI certain "maintenance rights" which gave JEDI the right to maintain its
proportionate equity interest in our company. Under the stockholders agreement,
both JEDI and our management stockholders agreed to specified transfer
restrictions on our company's securities. Under the registration rights
agreement, we granted JEDI registration rights with respect to common stock
issuable upon conversion of the Series A preferred stock and upon exercise of
the warrants. Under the letter agreement, we engaged ECT Securities Corp. to act
as our advisor and provide consultation, assistance and advice to us with
respect to our operations and properties.

As part of our Recapitalization, JEDI exchanged all its 9,600,000
shares of Series A Preferred Stock together with all its outstanding warrants
and maintenance rights for 212,500 shares of post reverse split common stock. In
addition, the purchase agreement, the registration rights agreement, the
stockholders' agreement and the ECT letter agreement described above were
terminated and JEDI ceased

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to be an affiliate of the Company as a result of the Recapitalization. As a
result of the 156:1 reverse split of our common stock that was part of the
Recapitalization, JEDI's 2,634,952 million shares of pre reverse split common
stock (par value $0.0015), which it had acquired pursuant to its exercise of
certain warrants and maintenance rights that we had granted to JEDI under the
purchase agreement, were converted into 16,891 shares of post reverse common
stock (par value $0.234).

HEDGING ACTIVITIES

During the year ended December 31, 2000, we were a party to the hedging
agreements described below with Enron North America Corp. ("Enron"), an
affiliate of JEDI who, until October 31, 2000, was one of our significant
stockholders.

The table below sets out volumes of natural gas hedged with a swap at
$2.40 per MMBtu with Enron. No fee was paid to Enron for entering into this
agreement. The volumes presented in this table are divided equally over the
months during the period.

VOLUME
PERIOD BEGINNING PERIOD ENDING (MMBtu)
- ----------------------- ----------------- ---------

May 1, 1998 December 31, 1998 2,210,000
January 1, 1999 December 31, 1999 2,710,000
January 1, 2000 December 31, 2000 2,200,000
January 1, 2001 December 31, 2001 1,850,000
January 1, 2002 December 31, 2002 1,600,000
January 1, 2003 December 31, 2003 1,400,000

The table below sets out the volumes of natural gas hedged with a floor
price of $1.90 per MMBtu under an agreement with Enron, which received a fee of
$478,000 during the year ended December 31, 1998 for entering into this
agreement. The volumes presented in this table are divided equally over the
months during the period.

VOLUME
PERIOD BEGINNING PERIOD ENDING (MMBtu)
- ----------------------- ----------------- ---------

May 1, 1998 December 31, 1998 885,000
November 1, 1999 December 31, 1999 1,080,000
January 1, 2000 December 31, 2000 880,000
January 1, 2001 December 31, 2001 740,000
January 1, 2002 December 31, 2002 640,000
January 1, 2003 December 31, 2003 560,000

The table below sets out volumes of oil hedged with a collar with Enron
involving floor and ceiling prices as set out in the table below. The volumes
presented in this table are divided equally over the months during the period.

VOLUME FLOOR CEILING
PERIOD BEGINNING PERIOD ENDING (MMBtu) PRICE PRICE
- -------------------- ----------------- --------- -------- ---------

December 1, 1999 March 31, 2000 40,000 $22.90 $25.77
April 1, 2000 June 30, 2000 15,000 $23.00 $28.16
July 1, 2000 December 31, 2000 30,000 $22.00 $28.63

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During the years ended December 31, 2000 and 1999, the Company
recognized hedging losses of approximately $3,000 and $203,000, respectively,
relating to this contract.

FRIEDMAN BILLINGS RAMSEY & CO.

In August 1999 the Company retained the firm of Friedman Billings
Ramsey & Co. ("FBR") of Arlington Virginia as its financial advisor for an
initial term of 2 years. This term was subsequently extended to November of
2002. On November 10, 2000, Mr. Patrick J. Keeley, who serves as one of FBR's
managing directors, became one of our directors. Our agreement with FBR provides
that FBR will assist us to identify, evaluate and, where we deem it appropriate,
implement various strategic alternatives including business combinations,
capital raising and self tenders. The agreement obligates us to pay FBR a fee of
up to 2% of the total consideration involved in any business combination that we
implement plus a fee of 5% of the gross proceeds of any capital raised during
the term of the agreement. In addition we have agreed to reimburse FBR for any
out-of-pocket expenses it incurs in connection with performing its services
under the agreement including the fees and disbursements of its legal counsel
and its petroleum engineering consultants.

During the year ending December 31, 2000, FBR assisted the Company to
implement the Recapitalization by helping us negotiate with our major equity and
debt stakeholders. In addition FBR acted as the lead underwriter for the public
offering of 11,500,000 shares of our post reverse split common stock that we
closed in October and November of 2000. Simultaneously with the underwriting,
FBR assisted the Company to execute a tender to repurchase $75 million of
original principal amount of our 12.5% Senior Notes Due July 2008. During the
year we paid FBR fees totalling approximately $5.7 million plus expenses.