FIDELITY DEVONSHIRE TRUST
N-30D, 1996-06-14
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(2_FIDELITY_LOGOS)FIDELITY
 
MID-CAP STOCK
FUND
ANNUAL REPORT
APRIL 30, 1996
CONTENTS
 
 
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     20   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets,                                  
                              as well as financial highlights.         
 
NOTES                    24   Notes to the financial statements.       
 
REPORT OF INDEPENDENT    28   The auditors' opinion.                   
ACCOUNTANTS                                                            
 
DISTRIBUTIONS            29                                            
 
 
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, 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. 
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 stocks have managed to post solid returns through the first four
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in bond markets so far this year.  In 1995,
both stock and bond markets posted strong results, while the year before,
stocks posted below-average returns and bonds had one of the worst years in
history.
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. 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. A fund's total
return 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 securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED APRIL 30, 1996                 PAST 1   LIFE OF   
                                             YEAR     FUND      
 
Mid-Cap Stock                                30.84%   59.57%    
 
S&P MidCap 400(registered trademark)         29.81%   38.27%    
 
Mid-Cap Funds Average                        35.34%   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 mid-cap funds average, which reflects the
performance of 126 mid-cap 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, 1996    PAST 1   LIFE OF   
                                YEAR     FUND      
 
Mid-Cap Stock                   30.84%   25.02%    
 
S&P MidCap 400                  29.81%   16.74%    
 
Mid-Cap Funds Average           35.34%   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
IMAHDR PRASUN   SHR__CHT 19960430 19960520 130927 S00000000000001
             Mid-Cap Stock               SP MidCap 400
             00337                       SP004
  1994/03/29      10000.00                    10000.00
  1994/03/31       9780.00                     9631.19
  1994/04/30       9840.00                     9702.46
  1994/05/31       9890.00                     9610.29
  1994/06/30       9690.00                     9279.69
  1994/07/31       9930.00                     9594.28
  1994/08/31      10740.00                    10097.02
  1994/09/30      10990.00                     9908.20
  1994/10/31      11180.00                    10016.20
  1994/11/30      10720.00                     9564.47
  1994/12/31      10846.15                     9652.27
  1995/01/31      10927.24                     9752.75
  1995/02/28      11464.48                    10263.99
  1995/03/31      11860.51                    10442.07
  1995/04/30      12195.61                    10651.75
  1995/05/31      12378.39                    10908.78
  1995/06/30      12984.78                    11352.87
  1995/07/31      13715.88                    11945.15
  1995/08/31      14004.20                    12166.02
  1995/09/30      14302.82                    12460.92
  1995/10/31      14014.50                    12140.30
  1995/11/30      14539.66                    12670.47
  1995/12/31      14525.66                    12638.92
  1996/01/31      14977.57                    12822.31
  1996/02/29      15397.20                    13258.14
  1996/03/31      15386.44                    13416.97
  1996/04/30      15956.71                    13826.73
IMATRL PRASUN   SHR__CHT 19960430 19960520 130929 R00000000000029
 
$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, 1996, the value of your investment would have grown to
$15,957 - a 59.57% 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 $13,827 - a 38.27% 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
Although rising interest rates 
added to an already clouded 
corporate earnings outlook in the 
first quarter of 1996, stocks 
managed to post solid returns for 
the 12 months ended April 30, 
1996. The Standard & Poor's 500 
Index finished the period with a 
return of 30.21% (including 
reinvested dividends) - well 
above its long-term historical 
annual average of about 12%. 
During the period, the market 
appeared to lose its appetite for 
the blue-chip, multinational firms 
that drove the market in 1995. 
This development was due in part 
to a stronger dollar, surging cash 
flows into mutual funds and the 
higher valuations of 
large-capitalization stocks relative 
to small-capitalization stocks. 
Additionally, technology 
companies no longer had the 
broad-based share price 
increases they did in 1995. Falling 
semiconductor prices worldwide 
punished computer chip makers' 
stocks, and the market put more 
of an emphasis on software and 
networking companies. Rising 
interest rates - while fanning 
fears of lower corporate earnings - 
and higher commodity prices 
caused another major shift in the 
stock market. Investors, sensing a 
renewed economic expansion, 
moved from less economically 
sensitive stocks like consumer 
non-durables to more cyclical 
sectors, such as aluminum, 
chemical, oil, oil service and 
basic industries. Financial stocks 
performed well throughout the 
period as high stock market 
volume and the demand for 
financial services created a 
positive backdrop for the industry. 
An interview with Jennifer Uhrig, Portfolio Manager of Fidelity Mid-Cap
Stock Fund
Q. HOW DID THE FUND PERFORM, JENNIFER?
A. The fund outperformed its index, but lagged its peer group during the
period. During the 12 months ending April 30, 1996, the fund had a return
of 30.84%, while the S&P MidCap 400 index returned 29.81%. The mid-cap
funds average returned 35.34%, according to Lipper Analytical Services.
Q. WHAT WERE THE KEY FACTORS IN THE FUND'S PERFORMANCE?
A. In retrospect, I probably ran the fund less aggressively than I should
have during a period of very strong stock market performance. Cutting back
the fund's holdings in the technology sector - from more than 22% on
October 31, 1995 to less than 14% on April 30 - hurt its performance
compared to other mid-cap funds when the technology sector rebounded early
this year. Additionally, the technology stocks the fund continued to hold
were generally a less speculative variety, and they underperformed more
speculative tech stocks.
Q. IT SEEMS THAT AS YOU TRIMMED THE FUND'S TECHNOLOGY HOLDINGS YOU INVESTED
MORE IN FINANCIAL SERVICES AND DURABLES . . .
A. That's right. I've been investing in insurance stocks, which I saw as a
good way to gain exposure to financial services without having to worry
about credit deterioration, which we have started to see with banks. I also
liked the valuations in the insurance sector. UNUM, for example, was a
newcomer to the fund's 10 largest holdings and is a strong secular story as
well. It is a leader in disability insurance, which I feel is an
underpenetrated market showing strong growth. Household International, a
consumer finance company and another top-10 holding, has been a turnaround
story where new management has improved operations and reduced costs. As a
result, the stock gained more than 20 percent during the period. On the
durables side, Lear Seating, which manufactures seats for the automobile
industry, has benefited from the outsourcing trend in that industry, as
well as from the acquisition of other auto parts suppliers.
Q. WHAT OTHER HOLDINGS PERFORMED WELL FOR THE FUND?
A. Interestingly, the four largest positions at the end of the period all
contributed to the fund's performance, while representing four very
different sectors. Sallie Mae, the student loan company, leveraged its
strong balance sheet, bought back stock and reduced costs. Wisconsin
Central, a railroad company, made strategic acquisitions, including the
government-owned New Zealand rail system, and continued its excellent
growth story. Cytec, a specialty chemical company which I've discussed in
the past, rose by about 50% during the period. WorldCom has been a
successful wholesaler of telephone services over its low-cost network. Like
Cytec, its stock price grew about 44% during the period.
Q. AT THE SAME TIME, THERE MUST HAVE BEEN SOME DISAPPOINTMENTS . . .
A. That's true. Nokia, a manufacturer of cellular phones and equipment,
suffered during the period due to intense price competition and was a
disappointment. Another disappointment was Symantec, a seller of software
utilities for the PC market that failed to meet sales expectations. Its
stock declined as a result. 
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SEVERAL MONTHS?
A. During 1994 and 1995, the larger companies within the fund's universe
outperformed the smaller ones. Beginning this February, the situation
reversed, as smaller companies began to outperform the larger companies
quite dramatically. Over the past three months, for example, the Russell
2000 index of smaller-cap stocks jumped 10.84%, the S&P Mid-Cap index rose
7.83%, and the S&P 500 Index of larger companies moved up 3.40%.
Nonetheless, because of the smaller companies' two years of weak stock
performance, I feel this segment of the mid-cap universe still looks
attractive from a valuation standpoint, and I will try to exploit this
opportunity based on bottom-up stock picking on a company-by-company basis.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
 
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, 1996, 
more than $1.4 billion
MANAGER: Jennifer Uhrig, 
since inception; 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 
CHANGING DYNAMICS WITHIN 
THE MID-CAP MARKET:
"The mid-cap universe covers 
a broad territory, generally 
including small companies with 
market capitalizations of 
around $100 million up to large 
companies with capitalizations 
of about $5 billion. It's not 
surprising, then, that different 
parts of this broad universe 
outperform or lag at different 
times depending on whether 
small- or large-company 
stocks are in favor. In the 
1980s, the large companies 
dominated the market. Starting 
in 1991 and continuing over the 
next two years, small- and 
mid-cap companies started to 
outperform. But that rally never 
got to the extremes you 
normally see in a real bull 
small-cap cycle. Then in 1994 
and 1995, the smaller 
companies had two relatively 
weak years, leading to some 
very attractive valuations today.
"This year's outperformance, 
combined with reasonable 
valuations, suggest that the 
smaller-company cycle is 
coming back. So I've begun 
working on increasing the 
fund's exposure to the smaller 
end of the mid-cap universe. 
In view of this, it's possible 
that the average market 
capitalization of the fund's 
holdings - about $2 billion, and 
fairly typical for my index over 
the past year - could go down 
as I invest more in relatively 
smaller companies within the 
mid-cap market. But I still don't 
think I'll be chasing the more 
speculative parts of the 
market. There's too much risk 
for the potential reward."
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF APRIL 30, 1996
                                    % OF FUND'S    % OF FUND'S       
                                    INVESTMENTS    INVESTMENTS       
                                                   IN THESE STOCKS   
                                                   6 MONTHS AGO      
 
Student Loan Marketing              2.4            1.2               
Association                                                          
 
Wisconsin Central Transportation    2.4            1.6               
Corp.                                                                
 
Cytec Industries, Inc.              2.2            1.4               
 
WorldCom, Inc.                      2.1            0.9               
 
Household International, Inc.       1.8            1.1               
 
UNUM Corp.                          1.8            0.7               
 
Digital Equipment Corp.             1.5            1.7               
 
Lear Seating Corp.                  1.4            0.7               
 
Polaroid Corp.                      1.3            1.2               
 
CompUSA, Inc.                       1.3            0.8               
 
TOP FIVE MARKET SECTORS AS OF APRIL 30, 1996
                     % OF FUND'S    % OF FUND'S        
                     INVESTMENTS    INVESTMENTS        
                                    IN THESE MARKET    
                                    SECTORS            
                                    6 MONTHS AGO       
 
Technology           13.6           22.6               
 
Finance              13.0           9.0                
 
Durables             11.8           7.7                
 
Basic Industries     7.1            4.1                
 
Retail & Wholesale   5.9            1.5                
 
ASSET ALLOCATION
AS OF APRIL 30, 1996 * AS OF OCTOBER 31, 1995 ** 
Row: 1, Col: 1, Value: 11.4
Row: 1, Col: 2, Value: 2.2
Row: 1, Col: 3, Value: 44.0
Row: 1, Col: 4, Value: 43.4
Row: 1, Col: 1, Value: 13.1
Row: 1, Col: 2, Value: 2.5
Row: 1, Col: 3, Value: 40.0
Row: 1, Col: 4, Value: 45.1
Stocks 87.4%
Bonds 1.2%
Short-term
investments 11.4%
FOREIGN
INVESTMENTS 3.7%
Stocks 85.1%
Bonds 1.8%
Short-term
investments 13.1%
FOREIGN
INVESTMENTS 5.8%
*
   
*
*
   
**
INVESTMENTS APRIL 30, 1996 
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 87.3%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 4.1%
AAR Corp.   148,000 $ 3,016
BE Aerospace, Inc. (a)  304,100  4,676
C A E Industries Ltd.   333,700  2,915
Flightsafety International, Inc.   189,900  10,516
Harsco Corp.   214,100  14,746
Precision Castparts Corp.   131,100  5,686
Rohr Industries, Inc. (a)  235,000  4,289
Thiokol Corp.   236,500  10,110
Wyman-Gordon Co. (a)  273,700  4,961
  60,915
BASIC INDUSTRIES - 7.1%
CHEMICALS & PLASTICS - 4.0%
Cytec Industries, Inc. (a)  400,200  33,167
IMC Fertilizer Group, Inc.   377,500  13,920
International Specialty Products, Inc. (a)  366,400  4,580
Valspar Corp.   144,100  6,935
  58,602
IRON & STEEL - 1.2%
Hexcel Corp. (a)  449,300  5,672
Nucor Corp.   158,100  8,893
SPS Technologies, Inc. (a)  60,800  3,952
  18,517
METALS & MINING - 1.3%
IMCO Recycling, Inc.   243,900  5,305
Inco Ltd.   299,500  10,115
Kaiser Aluminum Corp. (a)  257,800  3,448
  18,868
PAPER & FOREST PRODUCTS - 0.6%
Champion International Corp.   175,400  8,463
Pentair, Inc.   10,000  273
  8,736
TOTAL BASIC INDUSTRIES   104,723
CONGLOMERATES - 2.5%
Allied-Signal, Inc.   176,400  10,253
Coltec Industries, Inc. (a)  349,200  4,540
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONGLOMERATES - CONTINUED
ITT Industries, Inc.   295,000 $ 8,113
Tyco International Ltd.   363,700  14,048
  36,954
CONSTRUCTION & REAL ESTATE - 1.1%
BUILDING MATERIALS - 0.4%
Sherwin-Williams Co.   127,600  5,965
CONSTRUCTION - 0.7%
DR Horton, Inc.   294,000  2,940
Kaufman & Broad Home Corp.   307,100  4,338
Pulte Corp.   71,800  1,903
Standard Pacific Corp.   281,100  1,792
  10,973
TOTAL CONSTRUCTION & REAL ESTATE   16,938
DURABLES - 11.8%
AUTOS, TIRES, & ACCESSORIES - 5.4%
Borg-Warner Automotive, Inc.   228,000  8,693
Eaton Corp.   78,100  4,725
Federal-Mogul Corp.   227,600  4,324
Intermet Corp. (a)  337,200  4,974
Lear Seating Corp. (a)  621,100  20,496
Magna International, Inc. Class A  50,000  2,305
Masland Corp.   345,300  7,035
PACCAR, Inc.   14,600  723
Superior Industries International, Inc.   312,400  8,552
TRW, Inc.   188,300  17,677
Tower Automotive, Inc. (a)  62,800  1,421
  80,925
CONSUMER ELECTRONICS - 1.1%
Maytag Co.   390,900  8,404
Whirlpool Corp.   130,100  7,822
  16,226
HOME FURNISHINGS - 2.7%
Ethan Allen Interiors, Inc. (a)  380,800  9,901
Furniture Brands International, Inc. (a)  803,900  7,939
Heilig-Meyers Co.   510,300  10,525
Leggett & Platt, Inc.   436,600  11,242
  39,607
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 2.6%
Adidas AG (b)  5,000 $ 380
Adidas AG  100,000  7,606
Fruit of the Loom, Inc. Class A (a)  33,000  870
Liz Claiborne, Inc.   273,000  9,930
Warnaco Group, Inc. Class A  312,300  8,198
Westpoint Stevens, Inc. Class A (a)  545,800  11,462
  38,446
TOTAL DURABLES   175,204
ENERGY - 1.4%
ENERGY SERVICES - 0.5%
Transocean Drilling AS (a)  257,550  7,209
OIL & GAS - 0.9%
Amerada Hess Corp.   133,300  7,548
Belco Oil & Gas Corp. (a)  220,200  6,358
  13,906
TOTAL ENERGY   21,115
FINANCE - 13.0%
BANKS - 1.4%
Bank of New York Co., Inc.   128,900  6,252
Fleet Financial Group, Inc.   321,400  13,820
  20,072
CREDIT & OTHER FINANCE - 2.6%
Beneficial Corp.   197,000  10,884
Household International, Inc.   390,600  27,000
  37,884
FEDERAL SPONSORED CREDIT - 3.8%
Federal Home Loan Mortgage Corp.   155,100  12,931
Federal National Mortgage Association  270,000  8,269
Student Loan Marketing Association  483,200  35,394
  56,594
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
INSURANCE - 4.9%
Allmerica Financial Corp.   148,900 $ 3,871
American Bankers Insurance Group, Inc.   200,000  7,900
American Financial Group, Inc.   132,800  4,067
American Reinsurance Corp.   155,600  6,457
Highlands Insurance Group, Inc. (a)  17,700  336
ITT Hartford Group, Inc.   146,500  7,160
Protective Life Corp.   69,700  2,422
Prudential Reinsurance Holdings, Inc.   287,400  6,538
Riscorp, Inc. (a)  348,400  8,231
UNUM Corp.   440,720  26,223
  73,205
SAVINGS & LOANS - 0.3%
Collective Bancorp, Inc.   85,600  2,070
First Federal Savings & Loan Association 
(East Hartford, Conn.)  22,200  389
FirstFed Financial Corp. (a)  70,200  1,132
Walden Bancorp, Inc.   85,300  1,621
  5,212
TOTAL FINANCE   192,967
HEALTH - 5.6%
DRUGS & PHARMACEUTICALS - 1.1%
Affinity Technology Group, Inc.   900  21
ALZA Corp. Class A (a)  103,450  2,948
Biogen, Inc. (a)  189,600  12,490
  15,459
MEDICAL EQUIPMENT & SUPPLIES - 2.7%
Cardinal Health, Inc.   79,600  4,995
Cygnus, Inc. (a)  274,200  5,861
McKesson Corp.  340,000  16,193
Pall Corp.   141,000  3,948
St. Jude Medical, Inc. (a)  234,450  8,557
  39,554
MEDICAL FACILITIES MANAGEMENT - 1.8%
Caremark International, Inc.   296,100  8,180
Health Care & Retirement Corp. (a)   166,200  6,129
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - CONTINUED
Health Systems International, Inc. (a)  161,400 $ 4,983
Horizon Mental Health Management, Inc. (a)  85,000  1,785
Tenet Healthcare Corp. (a)  229,300  4,701
TheraTx, Inc. (a)  95,200  1,428
  27,206
TOTAL HEALTH   82,219
INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%
ELECTRICAL EQUIPMENT - 0.6%
California Amplifier, Inc. (a)  127,000  4,509
Cherry Corp. (a): 
Class A   100,000  925
 Class B   120,000  1,140
Owosso Corp.   171,900  1,590
  8,164
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
Dover Corp.   97,900  5,042
Fedders Corp. Class A  92,250  530
Hardinge Brothers, Inc.   147,600  4,391
Ingersoll-Rand Co.   202,300  7,839
UCAR International, Inc. (a)  195,900  8,032
  25,834
POLLUTION CONTROL - 0.5%
Allied Waste Industries, Inc. (a)  710,700  6,929
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   40,927
MEDIA & LEISURE - 5.5%
BROADCASTING - 0.9%
American Telecasting, Inc. (a)  288,300  4,397
CAI Wireless Systems, Inc. (a)  366,430  2,519
Heartland Wireless Communications, Inc. (a)  152,678  4,256
People's Choice TV Corp. (a)  199,092  2,862
Wireless One, Inc. (a)  20,100  312
  14,346
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - 0.8%
MGM Grand, Inc. (a)  270,400 $ 11,796
LEISURE DURABLES & TOYS - 0.1%
West Marine, Inc. (a)  27,000  1,492
LODGING & GAMING - 3.1%
Aztar Corp. (a)  443,100  4,320
Circus Circus Enterprises, Inc. (a)  278,300  10,228
Hilton Hotels Corp.   145,000  15,297
Mirage Resorts, Inc. (a)  219,800  11,512
Sun International Hotels Ltd. Ord. (a)  99,700  4,262
  45,619
PUBLISHING - 0.6%
Hollinger International, Inc. Class A  736,200  8,742
TOTAL MEDIA & LEISURE   81,995
NONDURABLES - 1.7%
TOBACCO - 1.7%
Dimon, Inc.   122,550  2,083
Philip Morris Companies, Inc.   100,000  9,013
RJR Nabisco Holdings Corp.   356,600  10,653
Universal Corp.   161,900  3,886
   25,635
PRECIOUS METALS - 0.9%
Firstmiss Gold, Inc. (a)  190,800  5,867
Newmont Mining Corp.   122,200  7,072
  12,939
RETAIL & WHOLESALE - 5.9%
APPAREL STORES - 1.9%
Charming Shoppes, Inc.  441,400  2,842
Gymboree Corp. (a)  414,400  10,723
Melville Corp.   227,600  8,848
Talbots, Inc.   217,800  6,262
  28,675
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 0.5%
Wal-Mart Stores, Inc.   300,000 $ 7,163
GROCERY STORES - 0.4%
Whole Foods Market, Inc. (a)  256,600  5,228
RETAIL & WHOLESALE, MISCELLANEOUS - 3.1%
Circuit City Stores, Inc.   5,100  162
Fabri-Centers of America, Inc. (a): 
Class A   77,300  792
 Class B (non-vtg.)   78,300  783
Friedmans, Inc. Class A (a)  232,400  5,984
Gadzooks, Inc. (a)  164,200  8,292
Office Depot, Inc. (a)  305,000  6,824
PETsMART, Inc. (a)  175,500  7,788
Tiffany & Co., Inc.   158,500  10,342
U.S. Office Products Co. (a)  31,000  1,116
Zale Corp. (a)  179,500  3,343
  45,426
TOTAL RETAIL & WHOLESALE   86,492
SERVICES - 2.3%
ADVERTISING - 1.6%
ADVO, Inc.   646,100  6,542
Interpublic Group of Companies, Inc.   153,400  7,171
Omnicom Group, Inc.   244,400  10,601
  24,314
SERVICES - 0.7%
Block (H&R), Inc.   272,500  9,572
TOTAL SERVICES   33,886
TECHNOLOGY - 13.6%
COMMUNICATIONS EQUIPMENT - 0.6%
Dynatech Corp. (a)  319,500  8,227
COMPUTER SERVICES & SOFTWARE - 4.4%
Barra, Inc. (a)  57,000  1,888
Broderbund Software, Inc. (a)  97,700  4,299
Casino Data Systems (a)  288,600  5,123
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
CompUSA, Inc. (a)  546,200 $ 18,912
Equifax, Inc.   325,400  7,972
I2 Technologies, Inc. (a)  500  20
Oracle Systems Corp. (a)  320,400  10,814
Parametric Technology Corp. (a)  152,100  6,122
Spectrum Holobyte, Inc. (a)  556,200  3,963
SunGard Data Systems, Inc. (a)  172,900  5,749
Sykes Enterprises, Inc.   400  7
  64,869
COMPUTERS & OFFICE EQUIPMENT - 5.7%
Bell & Howell Co. (a)  234,100  7,374
Compaq Computer Corp. (a)  157,400  7,339
Dell Computer Corp. (a)  197,000  9,037
Diebold, Inc.   225,300  8,674
Digital Equipment Corp. (a)  378,000  22,586
Exabyte Corp. (a)   12,300  213
Intergraph Corp. (a)  232,500  2,950
Kronos, Inc. (a)  169,850  5,053
SCI Systems, Inc. (a)  174,600  7,486
Seagate Technology (a)  197,204  11,438
Wang Laboratories, Inc. (a)  70,900  1,679
  83,829
ELECTRONICS - 1.6%
CTS Corp.   44,000  1,837
Cirrus Logic, Inc.   140,900  2,941
Cyrix Corp. (a)  110,200  3,375
Linear Technology Corp.   197,700  6,796
Solectron Corp. (a)  206,700  9,198
  24,147
PHOTOGRAPHIC EQUIPMENT - 1.3%
Polaroid Corp.   433,400  19,503
TOTAL TECHNOLOGY   200,575
TRANSPORTATION - 3.9%
AIR TRANSPORTATION - 0.2%
America West Airlines, Inc. Class B (a)  169,900  3,568
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
RAILROADS - 3.2%
Bombardier, Inc. Class B  503,200 $ 7,075
Burlington Northern Santa Fe Corp.   54,300  4,751
Wisconsin Central Transportation Corp. (a)  416,300  35,177
  47,003
TRUCKING & FREIGHT - 0.5%
Caliber System, Inc.   98,900  3,968
Yellow Corp.   222,900  2,731
  6,699
TOTAL TRANSPORTATION   57,270
UTILITIES - 4.1%
CELLULAR - 1.9%
Orange PLC ADR (a)  376,000  6,768
Paging Network, Inc. (a)  243,600  5,725
360 Degrees Communications Co. (a)  401,500  9,435
Vodafone Group PLC sponsored ADR  165,800  6,653
  28,581
GAS - 0.1%
Aquila Gas Pipeline Corp.   117,600  1,632
TELEPHONE SERVICES - 2.1%
American Portable Telecom, Inc.   4,800  72
WorldCom, Inc. (a)  650,700  30,583
  30,655
TOTAL UTILITIES   60,868
TOTAL COMMON STOCKS
(Cost $1,141,011)   1,291,622
CONVERTIBLE PREFERRED STOCKS - 0.1%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Cooper Industries, Inc. $0.81 exchangeable  50,000  863
CONVERTIBLE PREFERRED STOCKS - CONTINUED CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - 0.0%
COMPUTERS & OFFICE EQUIPMENT - 0.0%
Wang Labs, Inc. $3.25 (b)  5,300 $ 290
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $1,125)   1,153
U.S. TREASURY OBLIGATIONS - 1.2%
  PRINCIPAL 
  AMOUNT (000S) 
U.S. Treasury Bonds: 
stripped principal:
 0%, 8/15/19   $ 44,050  8,302
  0%,11/15/21    3,080  497
 8 1/8%, 8/15/19    8,200  9,153
TOTAL U.S. TREASURY OBLIGATIONS
(Cost $18,065)   17,952
REPURCHASE AGREEMENTS - 11.4%
 MATURITY 
 AMOUNT (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations) in a joint 
trading account at 5.33%, dated 
4/30/96 due 5/1/96  $ 168,853  168,828
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,329,029)  $ 1,479,555
LEGEND
1. Non-income producing
2. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $670,000 or 0.1% of net
assets.
INCOME TAX INFORMATION
At April 30, 1996, the aggregate cost of investment securities for income
tax purposes was $1,330,606,000. Net unrealized appreciation aggregated
$148,949,000, of which $176,933,000 related to appreciated investment
securities and $27,984,000 related to depreciated investment securities. 
The fund hereby designates approximately $10,398,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                               <C>        <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) APRIL 30, 1996                             
 
ASSETS                                                                                     
 
Investment in securities, at value (including repurchase                     $ 1,479,555   
agreements of $168,828) (cost $1,329,029) -                                                
See accompanying schedule                                                                  
 
Cash                                                                          82           
 
Receivable for investments sold                                               30,802       
 
Receivable for fund shares sold                                               13,193       
 
Dividends receivable                                                          638          
 
Interest receivable                                                           137          
 
 TOTAL ASSETS                                                                 1,524,407    
 
LIABILITIES                                                                                
 
Payable for investments purchased                                 $ 39,013                 
 
Payable for fund shares redeemed                                   23,454                  
 
Accrued management fee                                             810                     
 
Other payables and accrued expenses                                606                     
 
 TOTAL LIABILITIES                                                            63,883       
 
NET ASSETS                                                                   $ 1,460,524   
 
Net Assets consist of:                                                                     
 
Paid in capital                                                              $ 1,226,828   
 
Undistributed net investment income                                           6,386        
 
Accumulated undistributed net realized gain (loss) on                         76,784       
investments and foreign currency transactions                                              
 
Net unrealized appreciation (depreciation) on                                 150,526      
investments and assets and liabilities in foreign                                          
currencies                                                                                 
 
NET ASSETS, for 98,512 shares outstanding                                    $ 1,460,524   
 
NET ASSET VALUE, offering price and redemption price per                      $14.83       
share ($1,460,524 (divided by) 98,512 shares)                                              
 
</TABLE>
<TABLE>
<CAPTION>
<S>                                                      <C>         <C> 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS  YEAR ENDED APRIL 30, 1996                                  
 
INVESTMENT INCOME                                                    $ 9,246     
Dividends                                                                        
 
Special dividend from ADVO, Inc.                                      3,738      
 
Interest                                                              8,053      
 
 TOTAL INCOME                                                         21,037     
 
EXPENSES                                                                         
 
Management fee                                             $ 6,404               
Basic fee                                                                        
 
 Performance adjustment                                     725                  
 
Transfer agent fees                                         2,464                
 
Accounting fees and expenses                                465                  
 
Non-interested trustees' compensation                       4                    
 
Custodian fees and expenses                                 58                   
 
Registration fees                                           537                  
 
Audit                                                       36                   
 
Legal                                                       5                    
 
Miscellaneous                                               6                    
 
 Total expenses before reductions                           10,704               
 
 Expense reductions                                         (262)     10,442     
 
NET INVESTMENT INCOME                                                 10,595     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                   126,038    
Net realized gain (loss) on investment securities                                
 
Change in net unrealized appreciation (depreciation) on               127,572    
investment securities                                                            
 
NET GAIN (LOSS)                                                       253,610    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                      $ 264,205   
FROM OPERATIONS                                                                  
 
STATEMENT OF CHANGES IN NET ASSETS
</TABLE> 
<TABLE>
<CAPTION>
<S>                                            <C>            <C>            <C>               
AMOUNTS IN THOUSANDS                           YEAR           THREE MONTH    MARCH 29, 1994    
                                               ENDED          PERIOD ENDED   (COMMENCEME       
                                               APRIL 30,      APRIL 30,      NT OF             
                                               1996           1995           OPERATIONS) TO    
                                                                             JANUARY 31,       
                                                                             1995              
 
INCREASE (DECREASE) IN NET ASSETS                                                              
 
Operations                                     $ 10,595       $ 691          $ (15)            
Net investment income (loss)                                                                   
 
 Net realized gain (loss)                       126,038        8,787          2,049            
 
 Change in net unrealized appreciation          127,572        21,621         1,333            
 (depreciation)                                                                                
 
 NET INCREASE (DECREASE) IN NET ASSETS          264,205        31,099         3,367            
RESULTING FROM OPERATIONS                                                                      
 
Distributions to shareholders                   (4,823)        -              -                
From net investment income                                                                     
 
 From net realized gain                         (56,500)       (372)          (1,422)          
 
 TOTAL DISTRIBUTIONS                            (61,323)       (372)          (1,422)          
 
Share transactions                              1,757,604      414,653        287,356          
Net proceeds from sales of shares                                                              
 
 Reinvestment of distributions                  60,345         367            1,393            
 
 Cost of shares redeemed                        (1,019,326)    (124,895)      (152,527)        
 
 NET INCREASE (DECREASE) IN NET ASSETS          798,623        290,125        136,222          
RESULTING FROM SHARE TRANSACTIONS                                                              
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS       1,001,505      320,852        138,167          
 
NET ASSETS                                                                                     
 
 Beginning of period                            459,019        138,167        -                
 
 End of period (including undistributed net    $ 1,460,524    $ 459,019      $ 138,167         
investment income (loss) of $6,386, $694,                                                      
and $(2) respectively)                                                                         
 
OTHER INFORMATION                                                                              
Shares                                                                                         
 
 Sold                                           130,754        36,247         26,951           
 
 Issued in reinvestment of distributions        4,521          33             136              
 
 Redeemed                                       (74,976)       (10,887)       (14,267)         
 
 Net increase (decrease)                        60,299         25,393         12,820           
 
</TABLE>
<TABLE>
<CAPTION>
<S>                                         <C>           <C>            <C> 
FINANCIAL HIGHLIGHTS
                                            YEAR ENDED    THREE MONTH    MARCH 29, 1994     
                                            APRIL 30,     PERIOD ENDED   (COMMENCEMEN       
                                                           APRIL 30,      T                  
                                                                          OF OPERATIONS TO   
                                                                          JANUARY 31,        
 
                                             1996          1995           1995               
 
SELECTED PER-SHARE DATA                                                           
 
Net asset value, beginning of period        $ 12.01       $ 10.78     $ 10.00     
 
Income from Investment Operations                                                 
 
 Net investment income (loss)                .11 E         .02         -          
 
 Net realized and unrealized gain (loss)     3.49          1.23        .92        
 
 Total from investment operations            3.60          1.25        .92        
 
Less Distributions                           (.06)         -           -          
From net investment income                                                        
 
 From net realized gain                      (.72)         (.02)       (.14)      
 
 Total distributions                         (.78)         (.02)       (.14)      
 
Net asset value, end of period              $ 14.83       $ 12.01     $ 10.78     
 
TOTAL RETURN B, C                            30.84%        11.61%      9.27%      
 
RATIOS AND SUPPLEMENTAL DATA                                                      
 
Net assets, end of period (000 omitted)     $ 1,460,524   $ 459,019   $ 138,167   
 
Ratio of expenses to average net assets      1.02%         1.27% A     1.63% A    
 
Ratio of expenses to average net assets      1.00%         1.22% A,    1.61% A,   
after expense reductions                    D              D           D          
 
Ratio of net investment income (loss) to     1.01%         .95% A      (.03)%     
average net assets                                                    A           
 
Portfolio turnover rate                      179%          163% A      190% A     
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES 
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
E INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM ADVO, INC.
WHICH AMOUNTED TO $0.04 PER SHARE.
NOTES TO FINANCIAL STATEMENTS
For the period ended April 30, 1996
</TABLE> 
 
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. The financial statements have
been prepared in conformity with generally accepted accounting principles
which permit management to make certain estimates and assumptions at the
date of the financial statements. 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 (including restricted 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. The effects of changes in foreign
currency exchange rates on investments in securities 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 substantially all of its taxable income for
its 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 the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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 losses
deferred due to wash sales. 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 and
foreign currency transactions may include temporary book and tax basis
differences which 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. 
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested 
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $2,299,571,000 and $1,662,739,000, respectively, of which U.S.
government and government agency obligations aggregated $40,123,000 and
$27,556,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, 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 the 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 .2500% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the 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 the fund's investment performance as compared
to the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annual rate of .68% of average net
assets after the performance adjustment.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
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. For the
period, the transfer agent fees were equivalent to an annual rate of .24%
of average net assets.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
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 $1,000,000 for the period.
5. 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
$246,000 under this arrangement.
In addition, the fund has entered into an arrangement with its transfer
agent whereby interest earned on uninvested cash balances was used to
offset a portion of the fund's expenses. During the period, the fund's
transfer agent fees were reduced by $16,000 under this arrangement.
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 portfolio investments, as of April 30, 1996, and the related
statement of operations for the year then ended, the statement of changes
in net assets and financial highlights for the year then ended, and 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 and financial highlights based on our audit.
We conducted our audit 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 and
financial highlights 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, 1996 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 audit provides 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,
1996, the results of its operations for the year then ended, the changes in
its net assets, and the financial highlights for the year then ended, and
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.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1996
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity  MidCap Stock Fund voted to pay on June
10, 1996, to shareholders of record at the opening of business on June 7,
1996, a distribution of $.54 per share derived from capital gains realized
from sales of portfolio securities.
A total of 1.0% of the dividends distributed during the fiscal year was
derived from interest on U.S. Government securities which is generally
exempt from state income tax.
A total of 10.0% of the dividends distributed during the fiscal year
qualifies for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1997 of these percentages for
use in preparing 1996 income tax returns.
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
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 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
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
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
 
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
Arthur S. Loring, Secretary
Kenneth A. Rathgeber, 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
Large Cap Stock 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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