Filed Pursuant to Rule 424(b)(2)
Relating to Form S-3 Registration
Statement No. 333-00815
DEVON FINANCING TRUST
PROSPECTUS SUPPLEMENT
TO THE PROSPECTUS DATED APRIL 21, 1997
The Selling Holders selling Offered Securities pursuant
to this Prospectus Supplement and certain information concerning
the sale of the Offered Securities are as follows:
<TABLE>
<CAPTION>
Number of
Securities Offered Name of
Selling Holder Held Securities Broker/Dealer
Offered
-------------- ---------- ---------- -----------------
<S> <C> <C> <C>
Morgan Stanley & Co. 78,898 78,898 Morgan Stanley &
Incorporated Co. Incorporated
</TABLE>
The above-listed securities will be sold to purchasers
directly by the selling holder. There are no special arrangement
or agreement with any broker/dealers regarding the sale of the
Offered Securities. The Selling Holder acted as Initial
Purchaser in the Original Offering on July 3, 1996.
The Date of this Supplemental Prospectus is
April 21, 1997
