EXHIBIT 99.2

      VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

                            DEVON ENERGY CORPORATION


The undersigned holder of Exchangeable Shares of Northstar Energy Corporation
hereby directs CIBC Mellon Trust Company (the "Trustee") to cast a number of
votes equal to the number of Exchangeable Shares owned by the undersigned in
accordance with the instructions indicated below at the Special Meeting of
Stockholders (or any adjournment thereof) of Devon Energy Corporation to be held
at Bank One Center, 100 North Broadway, Third Floor, Kirkpatrick Room, Oklahoma
City, Oklahoma, on April 25, 2003, at 10:00 a.m., local time. The Board of
Directors recommends a vote "FOR" each of the matters set forth below.



PLEASE SIGN THIS CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.



WHEN PROPERLY EXECUTED, THE TRUSTEE WILL CAST A NUMBER OF VOTES AT THE MEETING
EQUAL TO THE NUMBER OF EXCHANGEABLE SHARES OF RECORD OWNED BY THE UNDERSIGNED IN
THE MANNER SPECIFIED BELOW.


IF NO INSTRUCTIONS ARE GIVEN, NO VOTES WILL BE CAST ON BEHALF OF THE
UNDERSIGNED.


1. Approval of the issuance of Devon Energy Corporation common stock pursuant to
   the Agreement and Plan of Merger, dated as of February 23, 2003, by and among
   Devon Energy Corporation, Devon NewCo Corporation and Ocean Energy, Inc., as
   it may be amended from time to time.

                        [ ] FOR       [ ] AGAINST       [ ] ABSTAIN


2. Adoption of the Devon Energy Corporation 2003 Long-Term Incentive Plan,
   subject to the consummation of the merger contemplated by the Agreement and
   Plan of Merger, dated as of February 23, 2003, by and among Devon Energy
   Corporation, Devon NewCo Corporation and Ocean Energy, Inc., as it may be
   amended from time to time.

                        [ ] FOR       [ ] AGAINST       [ ] ABSTAIN

                   MARK HERE IF YOU PLAN TO ATTEND THE MEETING  [ ]

                 MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT  [ ]
                                                 Please sign exactly as your
                                                 name appears at left,
                                                 indicating your official
                                                 position or representative
                                                 capacity, if applicable. If
                                                 shares are held jointly, each
                                                 owner should sign.

                                                 Signature:
                                                 -------------------------------

                                                 Date
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                                                 Signature:
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                                                 Date
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