SUPPLEMENT TO THE

FIDELITY^® EQUITY-INCOME FUND

FIDELITY REAL ESTATE INVESTMENT PORTFOLIO

Funds of Fidelity Devonshire Trust

STATEMENT OF ADDITIONAL INFORMATION

March 29, 2004

<R>Effective September 29, 2004, the information contained herein with respect to Fidelity Real Estate Investment Portfolio has been removed.</R>

Effective July 1, 2004, Mr. Dirks serves as a Member of the Advisory Board. The following information supplements similar information found in the "Trustees and Officers" section beginning on page 16.

Dennis J. Dirks (56)

Year of Election or Appointment: 2004 Member of the Advisory Board of Fidelity Devonshire Trust. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).

DTFB-04-02 September 29, 2004
1.804655.101

The following information supplements similar information found in the "Trustees and Officers" section beginning on page 16.

Matthew J. Conti (38)
	Year of Election or Appointment: 2002 Vice President of Equity-Income. Prior to assuming his current responsibilities, Mr. Conti managed a variety of Fidelity funds. Mr. Conti also serves as Vice President of FMR (2003) and FMR Co., Inc. (2003).

<R>The following information supplements similar information found in the "Trustees and Officers" section beginning on page 16.</R>

<R>Kenneth A. Rathgeber (57)</R>

<R>

Year of Election or Appointment: 2004</R> <R>Chief Compliance Officer of Equity-Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).</R>

Effective March 18, 2004, Ms. Monasterio serves as Deputy Treasurer. The following information supplements similar information found in the "Trustees and Officers" section beginning on page 16.

Kimberley H. Monasterio (40)

Year of Election or Appointment: 2004 Deputy Treasurer of Equity-Income and Real Estate Investment. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

Effective April 15, 2004, Mr. Lydecker serves as Assistant Treasurer. The following information supplements similar information found in the "Trustees and Officers" section beginning on page 16.

Peter L. Lydecker (50)
	Year of Election or Appointment: 2004 Assistant Treasurer of Equity-Income and Real Estate Investment. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Effective June 17, 2004, Mr. Robins serves as Assistant Treasurer. The following information supplements similar information found in the "Trustees and Officers" section beginning on page 16.

Kenneth B. Robins (35)

Year of Election or Appointment: 2004 Assistant Treasurer of Equity-Income and Real Estate Investment. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Effective on or about August 23, 2004, the following information replaces similar information found under the heading "Custodians" in the "Description of the Trust" section on page 38.

Custodians. Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts, is custodian of the assets of Real Estate Investment. The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of Equity-Income. Each custodian is responsible for the safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions. The Bank of New York, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions.