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 SEPTEMBER 11, 1996
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 Securities Name of
Selling Holder Held Offered Broker/Dealer
<S> <C> <C> <S>
Associated Electric 6,000 3,700 Morgan Stanley
& Gas Insurance
Services, Limited
</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 Holders do not have, and during
the past three years have not had, any material relationships
with Devon Energy Corporation or any of its affiliates.
The Date of this Supplemental Prospectus is
June 3, 1998
