FIDELITY DEVONSHIRE TRUST
497, 1998-09-21
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   SUPPLEMENT TO THE FIDELITY UTILITIES FUND MARCH 30, 1998
PROSPECTUS    
   SHAREHOLDER MEETING. On or about November 18, 1998, a meeting of
the shareholders of Fidelity Utilities Fund will be held to approve
various proposals, including modifications to the fund's management
contract. Shareholders of record on September 21, 1998 are entitled to
vote at the meeting. Included in the modifications are proposals to
revise the management fee calculation to provide for lower fees when
FMR's assets under management exceed a certain level, to prospectively
change the comparative securities index used to calculate the fund's
performance adjustment from the Standard & Poor's Utilities Index to
the Russell 3000 Index, and to allow FMR and the trust, on behalf of
the fund, to modify the management contract subject to the
requirements of the Investment Company Act of 1940.    
   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.     
       



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