497

Fidelity (logo) Investments®|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| FPCMS
82 Devonshire Street
Boston MA 02109-3614
617 563 7000

||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| October 5, 2012

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: File Room

Re:	Fidelity Devonshire Trust (the trust):
	Fidelity Mid Cap Growth Fund (the fund)
	File Nos. 002-24389 and 811-01352

__________________________________________________________________________

Ladies and Gentlemen:

Transmitted herewith for filing pursuant to Rule 497(e) under the Securities Act of 1933, as amended, are exhibits containing interactive data format risk/return summary information for supplements to the registration statement for the fund listed above. The purpose of this filing is to submit the 497 filing in XBRL for the fund.

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||	Very truly yours,
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||	/s/Kate Paquette
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||	Kate Paquette
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||	Legal Product Group

XML

Retail | Fidelity Mid Cap Growth Fund

Supplement to the
Fidelity^® Mid Cap Growth Fund
March 31, 2012
Prospectus

Proposed Reorganization. The Board of Trustees of Fidelity Devonshire Trust and Fidelity Advisor Series I has unanimously approved an Agreement and Plan of Reorganization ("Agreement") between Fidelity^® Mid Cap Growth Fund and Fidelity Stock Selector Mid Cap Fund pursuant to which Fidelity Mid Cap Growth Fund would be reorganized on a tax-free basis with and into Fidelity Stock Selector Mid Cap Fund.

The Agreement provides for the transfer of all of the assets of Fidelity Mid Cap Growth Fund in exchange for corresponding shares of Fidelity Stock Selector Mid Cap Fund equal in value to the net assets of Fidelity Mid Cap Growth Fund and the assumption by Fidelity Stock Selector Mid Cap Fund of all of the liabilities of Fidelity Mid Cap Growth Fund. After the exchange, Fidelity Mid Cap Growth Fund will distribute the Fidelity Stock Selector Mid Cap Fund shares to its shareholders pro rata, in liquidation of Fidelity Mid Cap Growth Fund. As a result, shareholders of Fidelity Mid Cap Growth Fund will become shareholders of Fidelity Stock Selector Mid Cap Fund (these transactions are collectively referred to as the "Reorganization").

A Special Meeting (the "Meeting") of the Shareholders of Fidelity Mid Cap Growth Fund is expected to be held during the fourth quarter of 2012 and approval of the Agreement will be voted on at that time. A combined proxy statement and prospectus containing more information with respect to the Reorganization will be provided to shareholders of record of Fidelity Mid Cap Growth Fund in advance of the meeting.

If the Agreement is approved at the Meeting and certain conditions required by the Agreement are satisfied, the Reorganization is expected to take place on or about December 14, 2012. 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.

Effective the close of business on June 29, 2012, new positions in the fund may no longer be opened. Shareholders of the fund on that date may continue to add to their existing fund positions. Investors who did not own shares of the fund on June 29, 2012 generally will not be allowed to buy shares of the fund except that new fund positions may be opened: 1) by participants in most group employer retirement plans (and their successor plans) if the fund had been established (or was in the process of being established) as an investment option under the plans (or under another plan sponsored by the same employer) by June 29, 2012, 2) for accounts managed on a discretionary basis by certain registered investment advisers that have discretionary assets of at least $500 million invested in mutual funds and have included the fund in their discretionary account program since June 29, 2012, 3) by a mutual fund or a qualified tuition program for which FMR or an affiliate serves as investment manager, and 4) by a portfolio manager of the fund. These restrictions generally will apply to investments made directly with Fidelity and investments made through intermediaries. Investors may be required to demonstrate eligibility to buy shares of the fund before an investment is accepted.

The foregoing is not a solicitation of any proxy. For a free copy of the Proxy Statement describing the Reorganization (and containing important information about fees, expenses and risk considerations) and a Prospectus for Fidelity Stock Selector Mid Cap Fund, please call 1-800-544-8544. The prospectus/proxy statement will also be available for free on the Securities and Exchange Commission's web site (www.sec.gov).

The following information replaces the similar information found under the heading "Year-by-Year Returns" in the "Fund Summary" section on page 5.

Calendar Years	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011
	-30.49%	40.60%	16.23%	13.56%	7.94%	2.44%	-49.30%	46.42%	25.20%	-8.36%

During the periods shown in the chart:	Returns	Quarter ended
Highest Quarter Return	21.54%	September 30, 2009
Lowest Quarter Return	-31.05%	December 31, 2008
Year-to-Date Return	5.18%	June 30, 2012

XML

Document and Entity Information	12 Months Ended
	Mar. 31, 2012
Risk/Return:
Document Type	Other
Document Period End Date	Jan. 31, 2012
Registrant Name	FIDELITY DEVONSHIRE TRUST
Central Index Key	0000035341
Amendment Flag	false
Document Creation Date	Sep. 19, 2012
Document Effective Date	Sep. 19, 2012
Prospectus Date	Mar. 31, 2012

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Registrant Name

dei_EntityRegistrantName

FIDELITY DEVONSHIRE TRUST

Prospectus Date

rr_ProspectusDate

Mar. 31, 2012

Retail | Fidelity Mid Cap Growth Fund

Risk/Return:

rr_RiskReturnAbstract

Supplement [Text Block]

fdt_SupplementTextBlock

Supplement to the
Fidelity^® Mid Cap Growth Fund
March 31, 2012
Prospectus

Proposed Reorganization. The Board of Trustees of Fidelity Devonshire Trust and Fidelity Advisor Series I has unanimously approved an Agreement and Plan of Reorganization ("Agreement") between Fidelity^® Mid Cap Growth Fund and Fidelity Stock Selector Mid Cap Fund pursuant to which Fidelity Mid Cap Growth Fund would be reorganized on a tax-free basis with and into Fidelity Stock Selector Mid Cap Fund.

The Agreement provides for the transfer of all of the assets of Fidelity Mid Cap Growth Fund in exchange for corresponding shares of Fidelity Stock Selector Mid Cap Fund equal in value to the net assets of Fidelity Mid Cap Growth Fund and the assumption by Fidelity Stock Selector Mid Cap Fund of all of the liabilities of Fidelity Mid Cap Growth Fund. After the exchange, Fidelity Mid Cap Growth Fund will distribute the Fidelity Stock Selector Mid Cap Fund shares to its shareholders pro rata, in liquidation of Fidelity Mid Cap Growth Fund. As a result, shareholders of Fidelity Mid Cap Growth Fund will become shareholders of Fidelity Stock Selector Mid Cap Fund (these transactions are collectively referred to as the "Reorganization").

A Special Meeting (the "Meeting") of the Shareholders of Fidelity Mid Cap Growth Fund is expected to be held during the fourth quarter of 2012 and approval of the Agreement will be voted on at that time. A combined proxy statement and prospectus containing more information with respect to the Reorganization will be provided to shareholders of record of Fidelity Mid Cap Growth Fund in advance of the meeting.

If the Agreement is approved at the Meeting and certain conditions required by the Agreement are satisfied, the Reorganization is expected to take place on or about December 14, 2012. 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.

Effective the close of business on June 29, 2012, new positions in the fund may no longer be opened. Shareholders of the fund on that date may continue to add to their existing fund positions. Investors who did not own shares of the fund on June 29, 2012 generally will not be allowed to buy shares of the fund except that new fund positions may be opened: 1) by participants in most group employer retirement plans (and their successor plans) if the fund had been established (or was in the process of being established) as an investment option under the plans (or under another plan sponsored by the same employer) by June 29, 2012, 2) for accounts managed on a discretionary basis by certain registered investment advisers that have discretionary assets of at least $500 million invested in mutual funds and have included the fund in their discretionary account program since June 29, 2012, 3) by a mutual fund or a qualified tuition program for which FMR or an affiliate serves as investment manager, and 4) by a portfolio manager of the fund. These restrictions generally will apply to investments made directly with Fidelity and investments made through intermediaries. Investors may be required to demonstrate eligibility to buy shares of the fund before an investment is accepted.

The foregoing is not a solicitation of any proxy. For a free copy of the Proxy Statement describing the Reorganization (and containing important information about fees, expenses and risk considerations) and a Prospectus for Fidelity Stock Selector Mid Cap Fund, please call 1-800-544-8544. The prospectus/proxy statement will also be available for free on the Securities and Exchange Commission's web site (www.sec.gov).

The following information replaces the similar information found under the heading "Year-by-Year Returns" in the "Fund Summary" section on page 5.

Calendar Years	2002	2003	2004	2005	2006	2007	2008	2009	2010	2011
	-30.49%	40.60%	16.23%	13.56%	7.94%	2.44%	-49.30%	46.42%	25.20%	-8.36%

2002

rr_AnnualReturn2002

(30.49%)

2003

rr_AnnualReturn2003

40.60%

2004

rr_AnnualReturn2004

16.23%

2005

rr_AnnualReturn2005

13.56%

2006

rr_AnnualReturn2006

7.94%

2007

rr_AnnualReturn2007

2.44%

2008

rr_AnnualReturn2008

(49.30%)

2009

rr_AnnualReturn2009

46.42%

2010

rr_AnnualReturn2010

25.20%

2011

rr_AnnualReturn2011

(8.36%)

Supplement Two [Text Block]

fdt_SupplementTwoTextBlock

During the periods shown in the chart:	Returns	Quarter ended
Highest Quarter Return	21.54%	September 30, 2009
Lowest Quarter Return	-31.05%	December 31, 2008
Year-to-Date Return	5.18%	June 30, 2012

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Registrant Name	dei_EntityRegistrantName	FIDELITY DEVONSHIRE TRUST
Prospectus Date	rr_ProspectusDate	Mar. 31, 2012
Document Creation Date	dei_DocumentCreationDate	Sep. 19, 2012