FIDELITY DEVONSHIRE TRUST
497, 1995-11-17
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SUPPLEMENT TO THE
SPARTAN(registered trademark) LONG-TERM 
GOVERNMENT BOND FUND
PROSPECTUS
DATED MARCH 22, 1995
The following information 
replaces the similar 
information found in the 
Charter section beginning on 
page 8.
Robert Ives is manager of 
Spartan Long-Term 
Government, which he has 
managed since October 
1995. Mr. Ives also manages 
Government Securities, 
Spartan Government 
Income, Advisor Government 
Investment, and Advisor 
Annuity Government 
Investment. Previously, he 
managed Ginnie Mae, 
Spartan Ginnie Mae, and 
Mortgage Securities. Mr. Ives 
joined Fidelity in 1991, after 
receiving an M.B.A. from the 
University of Chicago. 
Previously, Mr. Ives was a 
consultant to the U.S. Air 
Force for MITRE Corp.
       PROPOSED REORGANIZATION.    
The Board of Trustees of 
Spartan Long-Term 
Government Bond Fund has 
unanimously approved an 
Agreement and Plan of 
Reorganization 
("Agreement") between 
Spartan Long-Term 
Government Bond Fund 
(Long-Term Government) 
and Spartan Government 
Income Fund (Government 
Income), a fund of Fidelity 
Fixed-Income Trust.
The Agreement provides for 
transfer of substantially all of 
the assets and the 
assumption of all of the 
liabilities of Long-Term 
Government solely in 
exchange for the number of 
shares of Government 
Income equal in value to the 
relative net asset value of the 
outstanding shares of 
Long-Term Government. 
Following such exchange, 
Long-Term Government will 
distribute the Government 
Income shares to its 
shareholders pro rata, in 
liquidation of Long-Term 
Government as provided in 
the Agreement (the 
transactions contemplated by 
the Agreement referred to as 
the "Reorganization").
The Reorganization can be 
consummated only if, among 
other things, it is approved by 
a majority vote of 
shareholders. A Special 
Meeting (the "Meeting") of 
the Shareholders of 
Long-Term Government will 
be held on May 7, 1996, and 
approval of the Agreement 
will be voted on at     that time. 
In connection with the 
Meeting, Long-Term 
Government will be filing with 
the Securities and Exchange 
Commission and delivering to 
its shareholders of record a 
Proxy Statement describing 
the Reorganization and a 
Prospectus for Government 
Income.
   
   
SUPPLEMENT TO THE
SPARTAN(registered trademark) LONG-TERM 
GOVERNMENT BOND FUND
PROSPECTUS
DATED MARCH 22, 1995
The following information 
replaces the similar 
information found in the 
Charter section beginning on 
page 8.
Robert Ives is manager of 
Spartan Long-Term 
Government, which he has 
managed since October 
1995. Mr. Ives also manages 
Government Securities, 
Spartan Government 
Income, Advisor Government 
Investment, and Advisor 
Annuity Government 
Investment. Previously, he 
managed Ginnie Mae, 
Spartan Ginnie Mae, and 
Mortgage Securities. Mr. Ives 
joined Fidelity in 1991, after 
receiving an M.B.A. from the 
University of Chicago. 
Previously, Mr. Ives was a 
consultant to the U.S. Air 
Force for MITRE Corp.
       PROPOSED REORGANIZATION.    
The Board of Trustees of 
Spartan Long-Term 
Government Bond Fund has 
unanimously approved an 
Agreement and Plan of 
Reorganization 
("Agreement") between 
Spartan Long-Term 
Government Bond Fund 
(Long-Term Government) 
and Spartan Government 
Income Fund (Government 
Income), a fund of Fidelity 
Fixed-Income Trust.
The Agreement provides for 
transfer of substantially all of 
the assets and the 
assumption of all of the 
liabilities of Long-Term 
Government solely in 
exchange for the number of 
shares of Government 
Income equal in value to the 
relative net asset value of the 
outstanding shares of 
Long-Term Government. 
Following such exchange, 
Long-Term Government will 
distribute the Government 
Income shares to its 
shareholders pro rata, in 
liquidation of Long-Term 
Government as provided in 
the Agreement (the 
transactions contemplated by 
the Agreement referred to as 
the "Reorganization").
The Reorganization can be 
consummated only if, among 
other things, it is approved by 
a majority vote of 
shareholders. A Special 
Meeting (the "Meeting") of 
the Shareholders of 
Long-Term Government will 
be held on May 7, 1996, and 
approval of the Agreement 
will be voted on at     that time. 
In connection with the 
Meeting, Long-Term 
Government will be filing with 
the Securities and Exchange 
Commission and delivering to 
its shareholders of record a 
Proxy Statement describing 
the Reorganization and a 
Prospectus for Government 
Income.
   
   
LTG-95-3 (PAGE 1 OF 2) November 17, 1995
LTG-95-3 (PAGE 1 OF 2) November 17, 1995
 
   If the Agreement is approved 
at the Meeting and certain 
conditions required by the 
Agreement are satisfied, the 
Reorganization is expected 
to become effective on or 
about May 31, 1996. If 
shareholder approval of the 
Agreement is delayed due to 
failure to meet a quorum or 
otherwise, the 
Reorganization will become 
effective, if approved, as 
soon as practicable 
thereafter.
In the event Long-Term 
Government shareholders fail 
to approve the Agreement, 
Long-Term Government will 
continue to engage in 
business as a registered 
investment company and the 
Board of Trustees will 
consider other proposals for 
the reorganization or 
liquidation of Long-Term 
Government.
Effective on or about January 
16, 1996, except for 
investors participating in an 
employer-sponsored 
retirement plan record-kept 
by an affiliate of FMR which 
offered the fund prior to that 
date, Long-Term Government 
will no longer be available for 
new accounts pending the 
Reorganization.
 
If the Agreement is approved 
at the Meeting and certain 
conditions required by the 
Agreement are satisfied, the 
Reorganization is expected to 
become effective on or about 
May 31, 1996. If shareholder 
approval of the Agreement is 
delayed due to failure to 
meet a quorum or otherwise, 
the Reorganization will 
become effective, if 
approved, as soon as 
practicable thereafter.
In the event Long-Term 
Government shareholders fail 
to approve the Agreement, 
Long-Term Government will 
continue to engage in 
business as a registered 
investment company and the 
Board of Trustees will 
consider other proposals for 
the reorganization or 
liquidation of Long-Term 
Government.
Effective on or about January 
16, 1996, except for investors 
participating in an 
employer-sponsored 
retirement plan record-kept 
by an affiliate of FMR which 
offered the fund prior to that 
date, Long-Term Government 
will no longer be available for 
new accounts pending the 
Reorganization.
    
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