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 APRIL 21, 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
   --------------    ----------   ----------    -----------------
                                       
Morgan Stanley & Co.   78,898        78,898     Morgan Stanley &
Incorporated                                    Co. Incorporated


           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  acted  as   Initial
Purchaser in the Original Offering on July 3, 1996.


           The Date of this Supplemental Prospectus is
                         April  21, 1997