Fitch affirms Devon's ratings as follows:

Devon Energy Corporation

--Long-term IDR at 'BBB+';

--Senior unsecured notes at 'BBB+';

--Senior unsecured credit facility at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper (CP) at 'F2'.

Devon Financing Corporation U.L.C.

--Senior unsecured notes at 'BBB+'.

PennzEnergy Company

--Senior unsecured notes at 'BBB+'.

Ocean Energy

--Senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

The senior unsecured notes assumed in the Ocean Energy acquisition have not been explicitly guaranteed by Devon which is the primary driver for the one notch differential in the ratings.

Devon's ratings continue to be supported by the company's sizable reserve base and production profile, competitive levels of leverage as measured by debt per barrel of oil equivalent (BOE), strong organic reserve replacement rates at very competitive finding and development cost and the company's solid portfolio of upstream projects which are expected to enable Devon to continue to increase reserves and production. These opportunities include lower risk reserves associated with Devon's onshore U.S. and Canada properties balanced against the longer-term opportunities associated with the company's Gulf of Mexico and remaining international opportunities.

Offsetting concerns focus on the reduced cash flow expectations for the company following the significant pullback in commodity prices. While Devon's strong portfolio of projects is expected to enable the company to generate reserve and production growth in the years ahead without the need to pursue acquisitions, the fact that Devon's cash flows remain exposed to sizable capital expenditures to support long lead-time projects increases the company's exposure to near-term commodity price weakness.

Devon is one of the largest independent oil and gas producers in North America with an estimated 2.5 billion BOE of proven reserves at year-end 2007. Devon also gathers, processes, and markets its own and third party oil and gas production (including the extraction of natural gas liquids from the gas production) through its midstream business segment.

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