EXHIBIT 23.5


                               INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Devon Holdco Corporation:


         We consent to the use of our report dated October 24, 2001,
included herein, relating to the consolidated balance sheet of
Devon Holdco Corporation as of October 18, 2001, and to the reference
to our firm under the heading "Experts" in the registration statement.




                                                      /s/ KPMG LLP



Oklahoma City, Oklahoma

December 14, 2001