FIDELITY DEVONSHIRE TRUST
497, 1994-07-05
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SUPPLEMENT TO THE     
FIDELITY UTILITIES 
INCOME FUND
PROSPECTUS
DATED MARCH 21, 1994
Shareholder Meeting:
   On August 3, 1994,     
   shareholders will vote on     
   proposed changes to the fund's     
   investment objective.   The     
   proposed objective would     
   reflect changes in the utilities     
   industry.  Adoption of the     
   modification would allow the     
   fund to focus on investments in     
   utility companies that have     
   growth potential as well as     
   dividend income potential.  If     
   shareholders approve the     
   proposed amendment, the     
   Board of Trustees has     
   authorized a change of the     
   fund's name to Fidelity Utilities     
   Fund.    
   These changes will take effect     
   pending shareholder approval,     
   and the fund's investment     
   objective, as described in the     
   prospectus on page 9, will be     
   modified to read as follows:    
   "The fund seeks high total     
   return through a combination of     
   current income and capital     
   appreciation."    
   Please contact Fidelity at     
   1-800-544-6666 if you wish to     
   receive a proxy statement.    
SUPPLEMENT TO THE     
FIDELITY UTILITIES 
INCOME FUND
PROSPECTUS
DATED MARCH 21, 1994
Shareholder Meeting:
   On August 3, 1994,     
   shareholders will vote on     
   proposed changes to the fund's     
   investment objective.   The     
   proposed objective would     
   reflect changes in the utilities     
   industry.  Adoption of the     
   modification would allow the     
   fund to focus on investments in     
   utility companies that have     
   growth potential as well as     
   dividend income potential.  If     
   shareholders approve the     
   proposed amendment, the     
   Board of Trustees has     
   authorized a change of the     
   fund's name to Fidelity Utilities     
   Fund.    
   These changes will take effect     
   pending shareholder approval,     
   and the fund's investment     
   objective, as described in the     
   prospectus on page 9, will be     
   modified to read as follows:    
   "The fund seeks high total     
   return through a combination of     
   current income and capital     
   appreciation."    
   Please contact Fidelity at     
   1-800-544-6666 if you wish to     
   receive a proxy statement.    
UIF--94-1 June,1994
UIF--94-1 June,1994



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