<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Devonshire Trust
(Name of Registrant)
File No. 2-24389
</PAGE>
<PAGE>
FILE NO. 2-24389
Fidelity Devonshire Trust
: Fidelity Mid Cap Stock Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
36,246,554 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
36,246,554 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
36,246,554
$
414,653,268
Redemptions:
(10,886,582)
$
(124,895,010)
Net Sales Pursuant to Rule 24f-2:
25,359,972
$
289,758,258
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $99,916.64
Fidelity Devonshire Trust
:
Fidelity Mid Cap Stock Fund
By John H. Costello
Assistant Treasurer
</PAGE>
June 19, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Devonshire Trust:
Fidelity Mid-Cap Stock Fund
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Devonshire Trust (the "trust") was organized as a
Massachusetts corporation on December 16, 1965 under the name
Everest Income Fund, Inc. Its name was changed to Everest Fund,
Inc. pursuant to Articles of Amendment filed February 27, 1969
and to Fidelity Equity-Income Fund, Inc., pursuant to Articles of
Amendment filed on July 25, 1975. On March 4, 1985, Fidelity
Equity-Income Fund, Inc. was reorganized as a Massachusetts
business trust at which time its name was changed to Fidelity
Equity-Income Fund. Its name was further changed to Fidelity
Devonshire Trust by vote of the Board of Trustees on December
19, 1986 and a supplement to the Declaration of Trust was filed
with the office of the Secretary of the Commonwealth of
Massachusetts on January 16, 1987. Additional supplements to the
Declaration of Trust were filed with the office of the Secretary of
the Commonwealth of Massachusetts on March 24, 1987 and
December 15, 1989, respectively. An amended and restated
Declaration of Trust, dated March 17, 1994, was filed with the
office of the Secretary of the Commonwealth of Massachusetts on
April 14, 1994.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Declaration of Trust.
Under Article III, Section 1 of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series as the Trustees
shall from time to time create and establish. The number of Shares
is unlimited and each Share shall be without par value and shall be
fully paid and nonassessable. The Trustees shall have full Power
and authority, in their sole discretion and without obtaining any
prior authorization or vote of the Shareholders of the Trust to
create and establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the Trustees
may from time to time determine, to divide or combine the Shares
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to
the Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments
in the trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution
may in the Trustees' discretion be considered as outstanding and the
amount received by the Trustees on account of the contribution
shall be treated as an asset of the trust. Subsequent investments in
the trust shall
be credited to each Shareholder's account in the form of full Shares
at the Net Asset Value per Share next determined after the
investment is received; provided, however, that the Trustees may,
in their sole discretion, (a) impose a sales charge upon investments
in the trust and (b) issue fractional Shares.
By a vote adopted on February 22, 1985, the Board of Trustees
authorized the issue and sale, from time to time, of an unlimited
number of shares of beneficial interest of this trust in accordance
with the terms included in the current Registration Statement and
subject to the limitations of the Declaration of Trust and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the trust has registered an
indefinite number of shares of benefical interest under the Securities
Act of 1933. I further understand that, pursuant to the provisions
of Rule 24f-2, the trust intends to file with the Securities and
Exchange Commission a Notice making definite the registration of
36,246,556 shares of the trust (the "Shares") sold in reliance upon
Rule 24f-2 during the fiscal period ended April 30, 1995.
I am of the opinion that all necessary trust action precedent to the
issue of the Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non assessable,
except as described in the funds' Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the trust
that it or its agent received consideration for the Shares in
accordance with the Declaration of Trust, and I express no opinion
as to compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Very truly yours,
/s/Arthur S. Loring, Esq.
Arthur S. Loring, Esq.
Vice President - Legal
