FIDELITY DEVONSHIRE TRUST
N-30D/A, 1995-06-16
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(2_FIDELITY_LOGOS)FIDELITY
 
MID-CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1995
CONTENTS
 
CHECK PAGE NUMBERS !!!
 
 
PRESIDENT'S MESSAGE       3   Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE               4   How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       9    A summary of major shifts in the         
                              fund's investments over the past six     
                              months.                                  
 
INVESTMENTS              10   A complete list of the fund's            
                              investments with their market            
                              values.                                  
 
FINANCIAL STATEMENTS     19   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    23   Notes to the financial statements.       
 
REPORT OF INDEPENDENT                                                  
ACCOUNTANTS              27   The auditors' opinion.                   
 
DISTRIBUTIONS            28                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR 
GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE
FDIC, THE 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT
RISK, 
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUND NOR FIDELITY
DISTRIBUTORS 
CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING
CHARGES 
AND EXPENSES, CALL 1-800-544-8888 FOR A FREE PROSPECTUS. READ IT CAREFULLY
BEFORE YOU 
INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
 
DEAR SHAREHOLDER:
Although there have been some positive market indications so far in 1995,
no one can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995           PAST 1   LIFE OF   
                                       YEAR     FUND      
 
Mid-Cap Stock                          23.94%   21.96%    
 
S&P MidCap 400(registered trademark)   9.79%    6.52%     
 
Average Mid-Cap Fund                   9.62%    n/a       
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one year, or since the fund started on
March 29, 1994. For example, if you invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be $1,050.
You can compare the fund's returns to the performance of the Standard &
Poor's MidCap 400 Index - a broad measure of the performance of the mid-cap
market. To measure how the fund's performance stacked up against its peers,
you can compare it to the average mid-cap fund, which reflects the
performance of 82 funds with similar objectives tracked by Lipper
Analytical Services over the past 12 months. Both benchmarks include
reinvested dividends and capital gains, if any.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED APRIL 30, 1995           PAST 1   LIFE OF   
                                       YEAR     FUND      
 
Mid-Cap Stock                          23.94%   19.97%    
 
S&P MidCap 400(registered trademark)   9.79%    5.96%     
 
Average Mid-Cap Fund                   9.62%    n/a       
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER LIFE OF FUND
              Fidelity Mid CapStandard & Poor'
     03/29/94        10000.00        10000.00
     03/31/94         9780.00         9631.19
     04/30/94         9840.00         9702.46
     05/31/94         9890.00         9610.29
     06/30/94         9690.00         9279.69
     07/31/94         9930.00         9594.28
     08/31/94        10740.00        10097.02
     09/30/94        10990.00         9908.20
     10/31/94        11180.00        10016.20
     11/30/94        10720.00         9564.47
     12/31/94        10846.15         9652.27
     01/31/95        10927.24         9752.75
     02/28/95        11464.48        10263.99
     03/31/95        11860.51        10442.07
     04/28/95        12195.61        10651.75
$10,000 OVER LIFE OF FUND:  Let's say you invested $10,000 in Fidelity
Mid-Cap Stock Fund on March 29, 1994, when the fund started. As the chart
shows, by April 30, 1995, the value of your investment would have grown to
$12,196 - a 21.96% increase on your initial investment. For comparison,
look at how the S&P MidCap 400 Index did over the same period. With
dividends reinvested, the same $10,000 investment in the S&P MidCap 400
Index would have grown to $10,652 - a 6.52% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP
A rally starting in January 1995 - 
sparked by diminishing concerns 
about future interest rate increases 
and solid corporate earnings - 
helped fuel strong returns in the 
U.S. stock market for the 12 months 
ended April 30, 1995. The Standard 
& Poor's Composite Index of 500 
Stocks finished the 12-month period 
with a total return of 17.47% - 
topping its historical average of 
roughly 10%. Uncertainty over the 
effects of rising interest rates had 
contributed to uneven returns in the 
stock market from March through 
December 1994. During the first 
four months of 1995, however, 
evidence of a gradual slowdown in 
economic growth calmed inflation 
fears and soothed worries about 
further interest rate increases by the 
Federal Reserve Board. These 
factors, along with continued strong 
corporate earnings reports and a 
flurry of merger and acquisition 
activity, helped to propel stocks 
higher. In February, the Dow Jones 
Industrial Average closed above 
4000 for the first time. Markets 
outside the U.S., however, 
continued to demonstrate the varied 
returns that marked most of 1994. 
Mexico's devaluation of the peso in 
December negatively affected 
developed and, most notably, 
emerging foreign markets, as 
investors brought capital back to the 
U.S. The Morgan Stanley Emerging 
Markets Free Index was down 
4.81% for the 12 months ended 
April 30. Rising interest rates also 
muted stock returns in several 
developed markets, as the 
Morgan Stanley EAFE (Europe, 
Australia, Far East) Index 
returned 5.59% for the same 
period.
An interview with Jennifer Uhrig, Portfolio Manager of Fidelity 
Mid-Cap Stock Fund
Q. JENNIFER, HOW HAS THE FUND PERFORMED?
A. It has done very well. For the 12 months ended April 30, 1995, the fund
had a total return of 23.94%. That beat the average mid cap stock fund,
which returned 9.62% over the same period, according to Lipper Analytical
Services.
Q. WHAT HELPED THE FUND OUTPERFORM THE LIPPER AVERAGE BY SUCH A LARGE
MARGIN?
A. The fund has done well due to good stock selection and positive results
from investments in the technology and finance sectors.
Q. WHAT WERE THE STORIES THERE?
A. Earnings in the technology sector have been driven by businesses' desire
to increase productivity, as well as the growth in sales of personal
computers to consumers. The fund's technology stake - 25.5% of the fund's
investments at the end of the period - includes Novell, a networking
software company; Dynatech, a manufacturer of telecommunications equipment;
and Symantec, a company that provides utility software such as antivirus
and back-up programs for personal computers. Microsoft is introducing a new
operating system, Windows 95, that will need new associated utilities
software, so I expect Symantec will benefit from this product cycle.
Q. AND FINANCE?
A. The fund benefited from underweighting these stocks relative to the
Standard & Poor's MidCap 400 Index in the first half of the period when
they underperformed, and increasing the weighting over the second half when
they performed well. Two of the fund's investments, Fannie Mae and Freddie
Mac - the Federal National Mortgage Association and the Federal Home Loan
Mortgage Corporation, respectively - have performed well recently for two
reasons. First, the interest rate environment has started to improve. The
spread between the rate at which these agencies borrow and the rate at
which they lend has begun to increase to more profitable levels. Second,
the availability of fixed-rate mortgages for them to purchase has
increased. I've also increased the fund's investment in Fleet Financial
Group. It is acquiring Shawmut Bank, a move I believe will help Fleet to
consolidate costs and increase market share in New England. I also find
Fleet's stock to be inexpensive.
Q. WHAT STOCKS HAVEN'T PERFORMED AS WELL AS YOU WOULD HAVE LIKED?
A. Talbots, an apparel retailer - hasn't done badly, but its performance
has lagged the market. The company has a strong niche, but its stock hasn't
been able to make much headway in an environment where retail apparel
stocks have performed poorly. One of the reasons behind these struggles has
been that too much capacity, or square footage, has been added over the
past 10 years. That means that too many stores are competing for consumer
dollars. In addition, some theorize that retail apparel sales have suffered
from the fact that more companies are allowing their employees to dress
casually on Fridays. As a result, people are buying fewer business clothes
and more casual clothes, which cost less and don't provide the apparel
companies with as much profit as items such as suits. Another
underperformer, RJR Nabisco; has been under pressure from the threat of
legal issues in the tobacco industry, and so hasn't performed that well,
although the stock price has moved up recently. In any event, I still own
both Talbots and RJR Nabisco because they're good values and have the
potential to perform well going forward.
Q. THE FUND'S ASSETS HAVE GROWN QUICKLY OVER THE PERIOD. HOW DOES THAT
AFFECT YOUR MANAGEMENT OF THE FUND?
A. In general, I try to buy more of the stocks I already own and feel
confident about. I'd like to keep the number of stocks in the fund to a
manageable number. In addition, I have to work harder 
to find new stock ideas that meet my standards.
Q. WHAT'S YOUR OUTLOOK GOING FORWARD?
A. It's possible that the positive investing environment could continue
over the next six months, particularly since recent statistics, including
unemployment numbers, indicate the economy is slowing down. This reduces
the likelihood that the Federal Reserve Board will raise interest rates
again to slow inflation. On the other hand, I am concerned that the market
may not be able to keep up its current pace and that many stocks are
becoming expensive. I'll continue to look for stocks that are
under-recognized and avoid chasing stocks that are becoming over-priced.
 
FUND FACTS
GOAL: long-term growth of 
capital by investing mainly in 
equity securities of companies 
with medium-sized market 
capitalizations
START DATE: March 29, 1994
SIZE: as of April 30, 1995, 
more than $459 million
MANAGER: Jennifer Uhrig, 
since 1994; manager, Fidelity 
Select Retailing Portfolio, 
1991-1993; Fidelity Select 
Developing Communications 
Portfolio, 1990- 1991; Fidelity 
Select Telecommunications 
Portfolio, 1987- 1990; joined 
Fidelity in 1987
(checkmark)
 
JENNIFER UHRIG ON THE EFFECT OF 
THE WEAK DOLLAR:
"The weakness of the dollar is 
something I'm keeping my 
eye on. A weak dollar helps 
companies that have 
business overseas, because 
it makes their products or 
services cheaper there. 
Smaller-sized companies 
tend to have less overseas 
business, which is one of the 
reasons larger stocks 
performed better than small 
stocks in the 1980s, as the 
dollar weakened throughout 
the decade. As a result, I've 
been looking for companies 
that have overseas exposure. 
For example, I have been 
buying shares of Tambrands, 
manufacturers of feminine 
hygiene products. I also own 
Baxter International- a 
health care company that 
sells renal dialysis equipment, 
and other health care 
products - which also has 
significant overseas 
exposure."
(medium solid bullet) The stock of Westpoint 
Stevens - a manufacturer of 
towels and sheets, cited in 
previous reports as an 
underperformer - rebounded 
and performed well during the 
period, because it appears 
cotton prices may fall going 
forward.
(medium solid bullet) At the end of the period, 
the fund had sold its 
investments in Standard & 
Poor's MidCap 400 futures 
contracts, using the proceeds 
for active investments. The 
manager had been using 
these futures to invest 
incoming cash over the 
short-term in order to track 
broad market moves.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF APRIL 30, 1995
 
<TABLE>
<CAPTION>
<S>                               <C>                      <C>                      
                                  % OF FUND'S INVESTMENT   % OF FUND'S INVESTMENT   
                                  S                        S                        
                                                           IN THESE STOCKS          
                                                           3 MONTHS AGO             
 
Federal National Mortgage                                                           
 Association                      2.3                      1.6                      
 
Novell, Inc.                      2.1                      1.3                      
 
Fleet Financial Group, Inc.       2.0                      0.6                      
 
Ceridian, Corp.                   1.7                      0.3                      
 
Baxter International, Inc.        1.7                      1.0                      
 
Westpoint Stevens, Inc. Class A   1.7                      2.3                      
 
RJR Nabisco Holdings Corp.        1.7                      1.7                      
 
IBP, Inc.                         1.7                      1.3                      
 
Dynatech Corp.                    1.6                      1.4                      
 
Masco Corp.                       1.5                      0.0                      
 
</TABLE>
 
TOP FIVE MARKET SECTORS AS OF APRIL 30, 1995
                  % OF FUND'S INVESTMENT   % OF FUND'S INVESTMENT    
                  S                        S                         
                                           IN THESE MARKET SECTORS   
                                           3 MONTHS AGO              
 
Technology        25.5                     20.6                      
 
Finance           8.0                      9.2                       
 
Durables          6.8                      5.6                       
 
Nondurables       5.9                      4.2                       
 
Media & Leisure   5.4                      9.3                       
 
ASSET ALLOCATION
AS OF APRIL 30, 1995 AS OF JANUARY 31, 1995
 
Row: 1, Col: 1, Value: 50.0
Row: 1, Col: 2, Value: 38.4
Row: 1, Col: 3, Value: 2.0
Row: 1, Col: 4, Value: 10.1
Row: 1, Col: 1, Value: 50.0
Row: 1, Col: 2, Value: 36.8
Row: 1, Col: 3, Value: 2.0
Row: 1, Col: 4, Value: 11.1
Stocks 88.4%
Bonds 1.5%
Short-term
Investments 10.1%
Stocks 86.8%
Bonds 2.1%
Short-term
Investments 11.1%
INVESTMENTS APRIL 30, 1995
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 87.5%
 SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.6%
Flightsafety International, Inc.  53,300 $ 2,625,025
BASIC INDUSTRIES - 4.2%
CHEMICALS & PLASTICS - 1.9%
Airgas, Inc. (a)  48,100  1,076,238
Cytec Industries, Inc. (a)  147,800  5,376,225
Union Carbide Corp.  71,900  2,300,800
  8,753,263
IRON & STEEL - 0.6%
J & L Specialty Steel, Inc.   168,300  3,113,550
METALS & MINING - 1.3%
Alumax, Inc. (a)  115,700  3,268,525
Kaiser Aluminum Corp. (a)  246,200  2,769,750
  6,038,275
PACKAGING & CONTAINERS - 0.4%
Gaylord Container Corp. Class A (a)  159,100  1,789,875
TOTAL BASIC INDUSTRIES   19,694,963
CONSTRUCTION & REAL ESTATE - 3.1%
BUILDING MATERIALS - 1.5%
Masco Corp.   270,300  6,892,650
CONSTRUCTION - 1.6%
Kaufman & Broad Home Corp.   244,700  3,211,688
Lennar Corp.   109,600  1,808,400
Pulte Corp.   65,700  1,420,763
Standard Pacific Corp.   206,100  1,210,838
  7,651,689
TOTAL CONSTRUCTION & REAL ESTATE   14,544,339
DURABLES - 6.8%
CONSUMER ELECTRONICS - 1.1%
Black & Decker Corp.   161,600  4,848,000
HOME FURNISHINGS - 0.6%
Heilig-Meyers Co.   132,000  2,772,000
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
DURABLES - CONTINUED
TEXTILES & APPAREL - 5.1%
Converse, Inc. (a)  173,000 $ 1,557,000
Cygne Designs, Inc. (a)  213,900  1,336,875
Dominion Textile, Inc.   340,000  2,100,003
Fila Holding S.P.A. sponsored ADR  209,100  4,678,613
Image Industries, Inc. (a)  59,200  814,000
NIKE, Inc. Class B  31,500  2,413,688
Warnaco Group, Inc. Class A (a)  179,800  3,079,075
Westpoint Stevens, Inc. Class A (a)  436,100  7,904,313
  23,883,567
TOTAL DURABLES   31,503,567
ENERGY - 3.1%
ENERGY SERVICES - 1.4%
Energy Service Co., Inc. (a)  156,100  2,614,675
Nabors Industries, Inc. (a)  202,200  1,908,263
Pride Petroleum Services, Inc. (a)  230,600  1,844,800
  6,367,738
OIL & GAS - 1.7%
Amerada Hess Corp.   108,800  5,508,000
Burlington Resources, Inc.   61,000  2,386,625
  7,894,625
TOTAL ENERGY   14,262,363
FINANCE - 8.0%
BANKS - 2.7%
Fleet Financial Group, Inc.   284,702  9,323,991
Midlantic Corp.   60,000  2,190,000
Republic New York Corp.   24,100  1,153,788
  12,667,779
CREDIT & OTHER FINANCE - 0.0%
Countrywide Credit Industries, Inc.   2,900  52,913
FEDERAL SPONSORED CREDIT - 3.5%
Federal Home Loan Mortgage Corporation  89,800  5,859,450
Federal National Mortgage Association  119,650  10,559,113
  16,418,563
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
FINANCE - CONTINUED
INSURANCE - 1.3%
UNUM Corp.   140,500 $ 6,023,938
SAVINGS & LOANS - 0.2%
Collective Bancorp, Inc.   6,700  121,438
FirstFed Financial Corp. (a)  13,400  226,125
RedFed Bancorp, Inc. (a)  60,200  526,750
  874,313
SECURITIES INDUSTRY - 0.3%
Quick & Reilly Group, Inc. (The)  27,900  1,133,438
TOTAL FINANCE   37,170,944
HEALTH - 4.8%
DRUGS & PHARMACEUTICALS - 1.8%
Biogen, Inc. (a)  61,900  2,429,575
Immunex Corp. (a)  180,600  2,167,200
Univax Biologics, Inc. (a)  240,500  1,593,313
Watson Pharmaceuticals, Inc. (a)  69,200  2,153,850
  8,343,938
MEDICAL EQUIPMENT & SUPPLIES - 2.9%
Baxter International, Inc.   227,500  7,905,625
Boston Scientific Corp. (a)  92,000  2,507,000
Pall Corp.   135,000  3,155,625
  13,568,250
MEDICAL FACILITIES MANAGEMENT - 0.1%
Horizon Mental Health Management, Inc. (a)  57,800  643,025
TOTAL HEALTH   22,555,213
INDUSTRIAL MACHINERY & EQUIPMENT - 5.3%
ELECTRICAL EQUIPMENT - 1.7%
California Amplifier, Inc. (a)  168,500  1,600,750
Cherry Corp. (a)  123,200  1,694,000
Cherry Corp. Class A (a)  105,500  1,529,750
Owosso Corp.   96,900  1,096,181
Scientific-Atlanta, Inc.   89,400  2,033,850
  7,954,531
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 3.1%
Deere & Co.   58,500 $ 4,797,000
Fedders Corp. (a)  52,400  366,800
Fedders Corp. Class A (a)  69,800  401,350
Goulds Pumps, Inc.   77,600  1,920,600
McDermott (J. Ray) SA  119,500  3,286,250
Parker-Hannifin Corp.   74,000  3,848,000
  14,620,000
POLLUTION CONTROL - 0.5%
Safety Kleen Corp.   131,700  2,238,900
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   24,813,431
MEDIA & LEISURE - 5.4%
BROADCASTING - 3.0%
ACS Enterprises, Inc. (a)  88,200  1,576,575
American Telecasting, Inc. (a)  56,700  850,500
British Sky Broadcasting Group ADR (a)  81,000  1,944,000
CAI Wireless Systems, Inc. (a)  80,400  1,045,200
Cablemaxx, Inc.   12,500  88,672
People's Choice TV Corp. (a)  101,600  2,895,600
Preferred Entertainment, Inc. (a)  15,000  270,000
Viacom, Inc. Class B (a)  113,600  5,211,400
  13,881,947
LEISURE DURABLES & TOYS - 0.3%
West Marine, Inc. (a)  62,000  1,534,500
RESTAURANTS - 2.1%
Buffets, Inc. (a)  325,400  3,294,675
Cracker Barrel Old Country Store, Inc.   165,500  3,516,875
Ground Round Restaurants, Inc. (a)  81,400  407,000
Longhorn Steaks, Inc. (a)  67,400  926,750
Uno Restaurant Corp. (a)  125,975  1,385,725
  9,531,025
TOTAL MEDIA & LEISURE   24,947,472
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
NONDURABLES - 5.9%
FOODS - 1.7%
IBP, Inc.  209,750 $ 7,760,750
HOUSEHOLD PRODUCTS - 2.1%
International Flavors & Fragrances, Inc.   65,000  3,339,375
Tambrands, Inc.   154,000  6,410,250
  9,749,625
TOBACCO - 2.1%
Dimon, Inc. (a)  47,950  767,200
RJR Nabisco Holdings Corp.   285,980  7,828,703
Universal Corp.   63,800  1,459,425
  10,055,328
TOTAL NONDURABLES   27,565,703
RETAIL & WHOLESALE - 4.3%
APPAREL STORES - 1.5%
Cato Corp. Class A  91,400  754,050
Talbots, Inc.   209,700  6,369,638
  7,123,688
GENERAL MERCHANDISE STORES - 1.8%
Bradlees, Inc.   183,200  1,923,600
Federated Department Stores, Inc. (Del.) (a)  72,000  1,521,000
Lechters, Inc. (a)  79,100  1,206,275
Michaels Stores, Inc. (a)  129,600  3,693,600
  8,344,475
GROCERY STORES - 0.2%
Whole Foods Market, Inc. (a)  72,300  858,563
RETAIL & WHOLESALE, MISCELLANEOUS - 0.8%
Fabri-Centers of America, Inc. (a)  42,300  782,550
Friedmans, Inc. Class A (a)  132,000  2,343,000
Hancock Fabrics, Inc.   70,000  700,000
Office Depot, Inc.   4,000  91,000
  3,916,550
TOTAL RETAIL & WHOLESALE   20,243,276
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
SERVICES - 3.5%
ADVERTISING - 1.1%
ADVO-Systems, Inc.   266,300 $ 5,359,288
SERVICES - 2.4%
Block (H & R), Inc.   70,700  2,978,238
Kinder-Care Learning Centers, Inc. (a)  430,000  5,805,000
U.S. Delivery Systems, Inc. (a)  103,000  2,291,750
  11,074,988
TOTAL SERVICES   16,434,276
TECHNOLOGY - 24.6%
COMMUNICATIONS EQUIPMENT - 3.9%
Dynatech Corp. (a)  427,200  7,476,000
General Instrument Corp. (a)  112,800  3,849,300
Nokia Corp. AB sponsored ADR  60,000  2,460,000
Northern Telecom Ltd.   119,100  4,347,837
  18,133,137
COMPUTER SERVICES & SOFTWARE - 9.3%
Ceridian Corp. (a)  233,300  8,048,850
CompUSA, Inc. (a)  195,900  4,873,013
Computer Sciences Corp. (a)  57,000  2,814,375
Electronic Arts, Inc. (a)  31,500  724,500
Gametek, Inc. (a)  10,000  25,000
Intersolv, Inc. (a)  158,000  2,172,500
Manugistics Group, Inc. (a)  90,500  972,875
McAfee Associates, Inc. (a)  69,500  2,293,500
Mercury Interactive Group Corp. (a)  39,100  840,650
Neostar Retail Group (a)  40,500  430,313
Novell, Inc. (a)  451,200  9,813,600
Sierra On-Line, Inc. (a)  53,200  1,004,150
Softkey International, Inc. (a)  34,300  840,350
Spectrum Holobyte, Inc. (a)  13,600  207,400
State of The Art, Inc. (a)  83,800  921,800
SunGard Data Systems, Inc. (a)  58,600  2,732,225
Symantec Corp. (a)  205,300  4,773,225
  43,488,326
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - 7.7%
AST Research, Inc. (a)  137,200 $ 2,435,300
ADAPTEC, Inc. (a)  24,300  777,600
Bay Networks, Inc. (a)  144,100  5,241,638
Compaq Computer Corp. (a)  114,500  4,351,000
Digital Equipment Corp. (a)  75,600  3,487,050
General Motors Corp. Class E  127,500  5,514,301
Insight Enterprises, Inc. (a)  30,000  311,250
Kronos, Inc. (a)  100,600  3,068,300
SCI Systems, Inc. (a)  122,900  2,504,088
Sun Microsystems, Inc. (a)  90,600  3,612,675
Wang Laboratories, Inc. (Del.) (a)  280,600  4,612,363
  35,915,565
ELECTRONIC INSTRUMENTS - 1.2%
Kulicke & Soffa Industries, Inc. (a)  61,100  2,589,113
Tektronix, Inc.   72,000  3,276,000
  5,865,113
ELECTRONICS - 1.6%
Intel Corp.   50,300  5,149,463
Linear Technology Corp.   36,800  2,198,800
  7,348,263
PHOTOGRAPHIC EQUIPMENT - 0.9%
Polaroid Corp.   122,900  4,178,600
TOTAL TECHNOLOGY   114,929,004
TRANSPORTATION - 3.8%
AIR TRANSPORTATION - 0.7%
Continental Airlines, Inc. (a)  63,600  1,049,400
ValuJet Airlines (a)  76,400  2,062,800
  3,112,200
RAILROADS - 2.4%
Southern Pacific Rail Corp. (a)  275,200  4,781,600
Wisconsin Central Transportation Corp. (a)  117,500  6,704,844
  11,486,444
TRUCKING & FREIGHT - 0.7%
Fritz Companies, Inc. (a)  51,800  3,120,950
TOTAL TRANSPORTATION   17,719,594
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
UTILITIES - 4.1%
CELLULAR - 1.8%
BCE Mobile Communications, Inc. (a)  50,700 $ 1,607,802
Vodafone Group PLC sponsored ADR  212,600  6,776,625
  8,384,427
TELEPHONE SERVICES - 2.3%
Ameritech Corp.   79,000  3,555,000
LDDS Communications, Inc. (a)  103,300  2,479,200
SBC Communications, Inc.   111,100  4,902,288
  10,936,488
TOTAL UTILITIES   19,320,915
TOTAL COMMON STOCKS
(Cost $386,307,658)   408,330,085
NONCONVERTIBLE PREFERRED STOCKS - 0.9%
TECHNOLOGY - 0.9%
COMPUTER SERVICES & SOFTWARE - 0.9%
SAP AG (Cost $3,075,251)  4,000  3,951,401
U.S. TREASURY OBLIGATIONS - 1.6%
U.S. Treasury stripped coupon 0%, 8/15/19  44,050,000  7,085,883
U.S. Treasury Bill, yield at date of purchase 5.90%, 7/6/95  350,000 
346,285
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $7,376,572)   7,432,168
REPURCHASE AGREEMENTS - 10.0%
 MATURITY
 AMOUNT
Investments in repurchase agreements 
(U.S. Treasury obligations) 
in a joint trading account at 5.93%, dated 
4/28/95 due 5/1/95  $ 46,826,128  46,803,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $443,562,481)  $ 466,516,654
 
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION
At April 30, 1995, the aggregate cost of investment securities for income
tax purposes was $443,844,431. Net unrealized appreciation aggregated
$22,672,223, of which $31,118,761 related to appreciated investment
securities and $8,446,538 related 
to depreciated investment securities. 
The fund hereby designates $324,971 as a capital gain dividend for the
purpose of the dividend paid deduction.
For the period, 0.57% of the fund's dividends 
to shareholders were derived from interest on U.S. government obligations.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                              <C>            <C>             
 APRIL 30, 1995                                                                                 
 
1.ASSETS                                                         2.             3.              
 
4.Investment in securities, at value (including                  5.             $ 466,516,654   
repurchase agreements of $46,803,000) (cost                                                     
$443,562,481) -                                                                                 
See accompanying schedule                                                                       
 
6.Cash                                                           7.              67,564         
                                                                                                
 
8.Receivable for investments sold                                9.              14,778,851     
 
10.Receivable for fund shares sold                               11.             11,372,651     
 
12.Dividends receivable                                          13.             362,823        
 
14.Receivable from investment adviser for expense                15.             14,000         
reductions                                                                                      
 
16. 17.TOTAL ASSETS                                              18.             493,112,543    
 
19.LIABILITIES                                                   20.            21.             
 
22.Payable for investments purchased                             $ 27,709,107   23.             
 
24.Payable for fund shares redeemed                               5,911,777     25.             
 
26.Accrued management fee                                         237,931       27.             
 
28.Other payables and accrued expenses                            234,629       29.             
 
30. 31.TOTAL LIABILITIES                                         32.             34,093,444     
 
33.34.NET ASSETS                                                 35.            $ 459,019,099   
 
36.Net Assets consist of:                                        37.            38.             
 
39.Paid in capital                                               40.            $ 427,172,613   
 
41.Undistributed net investment income                           42.             694,407        
 
43.Accumulated undistributed net realized gain (loss) on         44.             8,197,906      
investments and foreign currency transactions                                                   
 
45.Net unrealized appreciation (depreciation)                    46.             22,954,173     
on investments                                                                                  
 
47.48.NET ASSETS, for 38,212,693 shares outstanding              49.            $ 459,019,099   
 
50.51.NET ASSET VALUE, offering price and redemption             52.             $12.01         
price per share ($459,019,099 (divided by) 38,212,693 shares)                                   
 
</TABLE>
 
STATEMENT OF OPERATIONS
 THREE MONTH PERIOD ENDED APRIL 30, 1995                                     
 
53.INVESTMENT INCOME                             55.          $ 777,778      
54.Dividends                                                                 
 
56.Interest                                      57.           797,020       
 
58. 59.TOTAL INCOME                              60.           1,574,798     
 
61.EXPENSES                                      62.          63.            
 
64.Management fee                                $ 474,718    65.            
Basic fee                                                                    
 
66. Performance adjustment                        23,200      67.            
 
68.Transfer agent fees                            176,697     69.            
 
70.Accounting fees and expenses                   45,020      71.            
 
72.Non-interested trustees' compensation          165         73.            
 
74.Custodian fees and expenses                    11,875      75.            
 
76.Registration fees                              161,913     77.            
 
78.Audit                                          23,977      79.            
                                                                             
 
80.Legal                                          233         81.            
                                                                             
 
82.Interest                                       2,974       83.            
 
84.Miscellaneous                                  238         85.            
 
86. Total expenses before reductions              921,010     87.            
 
88. Expense reductions                            (37,521)     883,489       
 
89.90.NET INVESTMENT INCOME                      91.           691,309       
 
92.REALIZED AND UNREALIZED GAIN (LOSS)           94.          95.            
93.Net realized gain (loss) on:                                              
 
96. Investment securities                         8,288,356   97.            
 
98. Foreign currency transactions                 (21)        99.            
 
100. Futures contracts                            498,285      8,786,620     
 
101.Change in net unrealized appreciation        102.          21,621,065    
(depreciation)                                                               
on investment securities                                                     
 
103.104.NET GAIN (LOSS)                          105.          30,407,685    
 
106.107.NET INCREASE (DECREASE) IN NET ASSETS    108.         $ 31,098,994   
RESULTING FROM OPERATIONS                                                    
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                          <C>              <C>                 
                                                             THREE MONTH      MARCH 29, 1994      
                                                              PERIOD          (COMMENCEMENT       
                                                             ENDED            OF OPERATIONS) TO   
                                                             APRIL 30,        JANUARY 31,         
                                                             1995             1995                
 
109.INCREASE (DECREASE) IN NET ASSETS                                                             
 
110.Operations                                               $ 691,309        $ (15,346)          
Net investment income (loss)                                                                      
 
111. Net realized gain (loss)                                 8,786,620        2,049,296          
 
112. Change in net unrealized appreciation (depreciation)     21,621,065       1,333,108          
 
113.                                                          31,098,994       3,367,058          
114.NET INCREASE (DECREASE) IN NET ASSETS                                                         
RESULTING FROM OPERATIONS                                                                         
 
115.Distributions to shareholders from net realized gains     (371,659)        (1,422,015)        
 
116.Share transactions                                        414,653,268      287,355,752        
Net proceeds from sales of shares                                                                 
 
117. Reinvestment of distributions                            366,962          1,393,114          
 
118. Cost of shares redeemed                                  (124,895,010)    (152,527,365)      
 
119.120.                                                      290,125,220      136,221,501        
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                                                   
FROM SHARE TRANSACTIONS                                                                           
 
121.                                                          320,852,555      138,166,544        
122.TOTAL INCREASE (DECREASE) IN NET ASSETS                                                       
 
123.NET ASSETS                                               124.             125.                
 
126. Beginning of period                                      138,166,544      -                  
 
127.                                                         $ 459,019,099    $ 138,166,544       
End of period (including undistributed net investment                                             
income (loss) of $694,407 and $(2,450),                                                           
respectively)                                                                                     
 
128.OTHER INFORMATION                                        130.             131.                
129.Shares                                                                                        
 
132. Sold                                                     36,246,556       26,950,947         
 
133. Issued in reinvestment of distributions                  32,502           135,914            
 
134. Redeemed                                                 (10,886,582)     (14,266,644)       
 
135. Net increase (decrease)                                  25,392,476       12,820,217         
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                   <C>                 <C>         <C>                 <C>         
                                                      THREE MONTH PERIO               MARCH 29, 1994                  
                                                      D                               (COMMENCEMENT                   
                                                      ENDED                           OF OPERATIONS) TO               
                                                      APRIL 30,                       JANUARY 31,                     
                                                      1995                            1995                            
 
136.SELECTED PER-SHARE DATA                                                                                           
 
137.Net asset value, beginning of period                                  $ 10.78                         $ 10.00     
 
138.Income from Investment Operations                                                                                 
 
139. Net investment income                                                 .02                             .00        
 
140. Net realized and unrealized gain (loss)                               1.23                            .92        
 
141. Total from investment operations                                      1.25                            .92        
 
142.Less Distributions                                                                                                
 
143. From net realized gain                                                (.02)                           (.14)      
 
144.Net asset value, end of period                                        $ 12.01                         $ 10.78     
 
145.TOTAL RETURN B                                                         11.61%                          9.27%      
 
146.RATIOS AND SUPPLEMENTAL DATA                                                                                      
 
147.Net assets, end of period (000 omitted)                               $ 459,019                       $ 138,167   
 
148.Ratio of expenses to average net assets                                1.22%A                          1.61%A     
 
149.Ratio of expenses to average net assets before                         1.27%A                          1.63%A     
expense reductions                                                                                                    
 
150.Ratio of net investment income to average net                          .95%A                           (.03)%     
assets                                                                                                    A           
 
151.Portfolio turnover rate                                                163%A                           190%A      
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN. SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1995
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Mid-Cap Stock Fund (the fund) is a fund of Fidelity Devonshire
Trust (the trust) and is authorized to issue an unlimited number of shares.
The trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Massachusetts business trust. On March 16, 1995, the Board
of Trustees approved a change in the fiscal year-end of the fund to April
30, 1995. Accordingly, the financial statements of the fund are presented
for the three-month period ended April 30, 1995. The following summarizes
the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days of their purchase date are
valued at amortized cost or original cost plus accrued interest, both of
which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. Further, as permitted under the
SOP, the effects of changes in foreign currency exchange rates on
investments in securities are not segregated in the Statement of Operations
from the effects of changes in market prices of those securities, but are
included with the net realized and unrealized gain or loss on investment
securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for the fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
the fund is informed of the ex-dividend date. Interest income is accrued as
earned. Investment income is recorded net of foreign taxes withheld where
recovery of such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for market
discount and futures and options transactions. The fund also utilized
earnings and profits distributed to shareholders on redemption of shares as
a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain loss. Undistributed net investment income and
accumulated undistributed net realized gain (loss) on investments may
include temporary book and tax basis differences which will reverse in a
subsequent period. Distributions in excess of net investment income and
accumulated undistributed net realized gain (loss) on investments may
include temporary book and tax basis differences that will reverse in a
subsequent period. Any taxable income or gain remaining at fiscal year end
is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. Losses may arise
from changes in the value of the foreign currency or if the counterparties
do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date. 
2. OPERATING POLICIES - 
CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts.
These balances are invested in one or more repurchase agreements that
mature in 60 days or less from the date of purchase, and are collateralized
by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock and bond markets and to
fluctuations in interest rates and currency values. Buying futures, writing
puts, and buying calls tend to increase the fund's exposure to the
underlying instrument. Selling futures, buying puts, and writing calls tend
to decrease the fund's exposure to the underlying instrument, or hedge
other fund investments. Losses may arise from changes in the value of the
underlying instruments, if there is an illiquid secondary market for the
contracts, or if the counterparties do not perform under the contracts'
terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options are valued using the last sale price or, in the absence of a sale,
the last offering price. Options traded over-the-counter are valued using
dealer-supplied valuations.
3. PURCHASES AND SALES OF 
INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $371,291,863 and $102,759,065, respectively, of which U.S.
government and government agency obligations aggregated $6,992,480 and
$2,997,630, respectively.
The market value of futures contracts opened and closed during the period
amounted to $25,254,095 and $25,752,380, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As each fund's investment adviser, Fidelity Management &
Research Company (FMR) receives a monthly basic fee that is calculated on
the basis of a group fee rate plus a fixed individual fund fee rate applied
to the average net assets of each fund. The group fee rate is the weighted
average of a series of rates and is based on the monthly average net assets
of all the mutual funds advised by FMR. The rates ranged from .2700% to
 .5200%. In the event that these rates were lower than the contractual rates
in effect during the period, FMR voluntarily implemented the 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
above rates, as they resulted in the same or a lower management fee. The
annual individual fund fee rate is .30%. The basic fee is subject to a
performance adjustment (up to a maximum of (plus/minus) .20%) based on each
fund's investment performance as compared to the appropriate index over a
specified period of time. The funds' performance adjustment took effect in
March 1995. For the period, the management fees were equivalent to an
annualized rate of .66% of average net assets.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
During the period March 29, 1994 (commencement of operations) to December
31, 1994, FSC received fees based on the type, size, number of accounts and
the number of transactions made by shareholders. Effective January 1, 1995,
the Board of Trustees approved a revised transfer agent contract pursuant
to which FSC receives account fees and asset-based fees that vary according
to account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses. 
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $145,249 for the period.
5. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $5,543,000 and $5,543,000
respectively. The weighted average interest rate was 6.438%.Interest
expense includes $2,974 paid under the bank borrowing program.
6. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$23,521 under this arrangement.
 All expenses in connection with the fiscal year end change including audit
fees, amounting to $14,000, will be reimbursed by FMR.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Devonshire Trust and the Shareholders of
Fidelity Mid-Cap Stock Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Devonshire Trust: Fidelity Mid-Cap Stock Fund, including the
schedule of investments, as of April 30, 1995, and the related statement of
operations for the period February 1, 1995 to April 30, 1995, the statement
of changes in net assets and the financial highlights for the period
February 1, 1995 to April 30, 1995 and for the period March 29, 1994
(commencement of operations) to January 31, 1995. These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
April 30, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Devonshire Trust: Fidelity Mid-Cap Stock Fund as of April 30,
1995, the results of its operations for the period February 1, 1995 to
April 30, 1995, the changes in its net assets, and the financial highlights
for the period February 1, 1995 to April 30, 1995 and for the period March
29, 1994 (commencement of operations) to January 31, 1995, in conformity
with generally accepted accounting principles.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 6, 1995
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Mid-Cap Stock Fund voted to pay on June
5, 1995 to shareholders of record at the opening of business on June 2,
1995, a distribution of $.01 derived from capital gains realized from sales
of portfolio securities and a dividend of $.16 from net investment income.
A total of 19% of the dividends distributed during the fiscal year
qualifies for the dividends-received deductions for corporate shareholders.
The fund will notify shareholders in January of the applicable percentage
for use in preparing 1995 income tax returns.
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the 
 Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
1010 Lamar Street
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research 
 (Far East) Inc., Tokyo, Japan
Fidelity Management & Research 
 (U.K.) Inc., London, England
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Bradford Lewis, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Export Fund
Fidelity Fifty Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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