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 MAY 28, 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> <S>
Lazard Freres & Co. 52,500 52,500 None
LLC.
</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 does not have, and during
the past three years has not had, any material relationship with
Devon Energy Corporation or any of its affiliates.
The Date of this Supplemental Prospectus is
May 28, 1997
