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                                                                    EXHIBIT 25.2



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                                  FORM T-1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                          STATEMENT OF ELIGIBILITY
                 UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                  CORPORATION DESIGNATED TO ACT AS TRUSTEE

                    CHECK IF AN APPLICATION TO DETERMINE
                    ELIGIBILITY OF A TRUSTEE PURSUANT TO
                      SECTION 305(b)(2)           |__|

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                            THE BANK OF NEW YORK
             (Exact name of trustee as specified in its charter)


New York                                             13-5160382
(State of incorporation                              (I.R.S. employer
if not a U.S. national bank)                         identification no.)

48 Wall Street, New York, N.Y.                       10286
(Address of principal executive offices)             (Zip code)


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                            DEVON FINANCING TRUST
             (Exact name of obligor as specified in its charter)


Delaware                                             73-6294711
(State or other jurisdiction of                      (I.R.S. employer
incorporation or organization)                       identification no.)

20 North Broadway
Suite 1500
Oklahoma City, Oklahoma                              73102-8260
(Address of principal executive offices)             (Zip code)

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                      Convertible Preferred Securities
                     (Title of the indenture securities)


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1.       GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE
         TRUSTEE:

         (A)     NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
                 WHICH IT IS SUBJECT.



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                  Name                                        Address           
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   Superintendent of Banks of the State of     2 Rector Street, New York,
   New York                                    N.Y.  10006, and Albany, N.Y. 12203

   Federal Reserve Bank of New York            33 Liberty Plaza, New York,
                                               N.Y.  10045

   Federal Deposit Insurance Corporation       Washington, D.C.  20429

   New York Clearing House Association         New York, New York


         (B)     WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

         Yes.

2.       AFFILIATIONS WITH OBLIGOR.

         IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
         AFFILIATION.

         None.  (See Note on page 3.)

16.      LIST OF EXHIBITS.

         EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
         ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
         RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE
         24 OF THE COMMISSION'S RULES OF PRACTICE.

         1.      A copy of the Organization Certificate of The Bank of New York
                 (formerly Irving Trust Company) as now in effect, which
                 contains the authority to commence business and a grant of
                 powers to exercise corporate trust powers.  (Exhibit 1 to
                 Amendment No. 1 to Form T-1 filed with Registration Statement
                 No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
                 Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
                 filed with Registration Statement No. 33-29637.)

         4.      A copy of the existing By-laws of the Trustee.  (Exhibit 4 to
                 Form T-1 filed with Registration Statement No. 33-31019.)





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         6.      The consent of the Trustee required by Section 321(b) of the
                 Act.  (Exhibit 6 to Form T-1 filed with Registration Statement
                 No. 33-44051.)

         7.      A copy of the latest report of condition of the Trustee
                 published pursuant to law or to the requirements of its
                 supervising or examining authority.



                                      NOTE


         Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

         Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.





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                                   SIGNATURE



         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 8th day of August, 1996.


                                      THE BANK OF NEW YORK



                                      By: /s/ ROBERT F. MCINTYRE         
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                                          Name:  Robert F. McIntyre
                                          Title: Vice President






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