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 MARCH 3, 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:



                                      Number of          
                       Securities      Offered        Name of
   Selling Holder         Held        Securities   Broker/Dealer
                                       Offered
_________________      __________    ___________   _____________
                                              
                                                   
Lazard Freres  &  Co.    37,500         37,500         None
LLC


           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
                        March 3, 1997