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
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The Selling Holders selling Offered Securities pursuant
to this Prospectus Supplement and certain information concerning
the sale of the Offered Securities are as follows:
Number of
Securities Offered Name of
Selling Holder Held Securities Broker/Dealer
Offered
<S> <C> <C> <S>
Nicholas-Applegate 37,876 37,876 Morgan Stanley
Income & Growth
Fund
Baptist Health 3,371 3,371 Morgan Stanley
Wake Forest 8,314 8,314 Morgan Stanley
University
Engineers Joint 5,308 5,308 Morgan Stanley
Pension Fund
Boston Museum of 1,425 1,425 Morgan Stanley
Fine Arts
San Diego County 46,305 46,305 Morgan Stanley
Convertible
Dunham & Associates 370 370 Morgan Stanley
Fund II
San Diego City 10,481 10,481 Morgan Stanley
Retirement
Dunham & Associates 876 876 Morgan Stanley
Fund II
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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
February 20, 1998
