N-Q 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811- 1352

Fidelity Devonshire Trust
 (Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
 (Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

July 31

Date of reporting period:

October 31, 2004

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Real Estate Investment Portfolio

October 31, 2004

REA-QTLY-1204

1.809107.100

Investments October 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.0%

Shares

Value (000s)

COMMERCIAL SERVICES & SUPPLIES - 0.3%

Diversified Commercial Services - 0.3%

Cendant Corp.

496,300

$ 10,219

HOTELS, RESTAURANTS & LEISURE - 7.4%

Hotels, Resorts & Cruise Lines - 7.4%

Starwood Hotels & Resorts Worldwide, Inc. unit

5,935,860

283,318

REAL ESTATE - 88.3%

REITs - Apartments - 7.4%

American Campus Communities, Inc. (d)

1,162,000

21,962

Apartment Investment & Management Co. Class A

3,175,045

116,492

Cornerstone Realty Income Trust, Inc.

1,454,500

14,283

Equity Residential (SBI)

2,826,024

94,248

GMH Communities Trust (d)

1,943,600

23,323

United Dominion Realty Trust, Inc. (SBI)

608,000

12,817

TOTAL REITS - APARTMENTS

283,125

REITs - Health Care Facilities - 0.9%

Ventas, Inc.

1,315,760

35,394

REITs - Hotels - 0.5%

Eagle Hospitality Properties Trust, Inc.

252,800

2,402

MeriStar Hospitality Corp. (a)

1,808,900

10,564

Sunstone Hotel Investors, Inc. New

452,700

7,628

TOTAL REITS - HOTELS

20,594

REITs - Industrial Buildings - 24.2%

Catellus Development Corp.

4,179,513

120,537

CenterPoint Properties Trust (SBI) (d)

3,642,668

168,656

Digital Realty Trust, Inc. (d)

1,062,500

12,750

Duke Realty Corp.

5,224,004

178,139

Liberty Property Trust (SBI)

403,900

16,378

Plum Creek Timber Co., Inc.

714,200

25,918

ProLogis

6,355,756

247,747

Public Storage, Inc.

2,716,460

141,935

U-Store-It Trust

949,900

15,873

TOTAL REITS - INDUSTRIAL BUILDINGS

927,933

Common Stocks - continued

Shares

Value (000s)

REAL ESTATE - CONTINUED

REITs - Malls - 19.8%

CBL & Associates Properties, Inc. (d)

3,085,139

$ 202,231

General Growth Properties, Inc.

5,607,400

184,988

General Growth Properties, Inc. warrants 11/9/04 (a)

549,740

418

Simon Property Group, Inc.

3,797,460

221,468

The Mills Corp.

966,100

53,570

The Rouse Co.

1,478,400

98,609

TOTAL REITS - MALLS

761,284

REITs - Management/Investment - 3.1%

Boardwalk Real Estate Investment Trust (d)

4,448,900

64,221

Newcastle Investment Corp. (a)

1,858,870

56,900

TOTAL REITS - MANAGEMENT/INVESTMENT

121,121

REITs - Mobile Home Parks - 0.9%

Manufactured Home Communities, Inc.

1,003,200

34,600

REITs - Mortgage - 0.5%

HomeBanc Mortgage Corp. Georgia

2,108,000

18,340

REITs - Office Buildings - 15.7%

Boston Properties, Inc.

2,279,500

136,132

Cousins Properties, Inc.

48,600

1,809

Equity Office Properties Trust

7,238,590

203,549

Highwoods Properties, Inc. (SBI)

289,510

7,183

Kilroy Realty Corp.

638,100

25,364

Reckson Associates Realty Corp. (d)

6,030,820

183,035

Trizec Properties, Inc.

2,979,600

47,525

TOTAL REITS - OFFICE BUILDINGS

604,597

REITs - Prisons - 0.8%

Correctional Properties Trust (d)

1,097,770

29,618

REITs - Shopping Centers - 14.5%

Cedar Shopping Centers, Inc.

290,000

3,924

Federal Realty Investment Trust (SBI)

1,510,800

71,687

Inland Real Estate Corp.

1,490,667

22,420

Kimco Realty Corp.

1,569,400

85,611

Pan Pacific Retail Properties, Inc.

597,710

33,860

Price Legacy Corp.

1,038,085

19,526

Common Stocks - continued

Shares

Value (000s)

REAL ESTATE - CONTINUED

REITs - Shopping Centers - continued

Vornado Realty Trust

4,154,950

$ 279,213

Weingarten Realty Investors (SBI)

1,076,500

38,926

TOTAL REITS - SHOPPING CENTERS

555,167

TOTAL REAL ESTATE

3,391,773

TOTAL COMMON STOCKS

(Cost $2,631,980)

3,685,310

Money Market Funds - 5.5%

Fidelity Cash Central Fund, 1.79% (b)

177,894,803

177,895

Fidelity Securities Lending Cash Central Fund, 1.77% (b)(c)

34,868,000

34,868

TOTAL MONEY MARKET FUNDS

(Cost $212,763)

212,763

TOTAL INVESTMENT PORTFOLIO - 101.5%

(Cost $2,844,743)

3,898,073

NET OTHER ASSETS - (1.5)%

(58,036)

NET ASSETS - 100%

$ 3,840,037

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Includes investment made with cash collateral received from securities on loan.

(d) Affiliated company

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

American Campus Communities, Inc.

$ -

$ 20,750

$ 452

$ -

$ 21,962

Boardwalk Real Estate Investment Trust

52,922

715

-

918

64,221

CBL & Associates Properties, Inc.

153,577

17,537

-

2,203

202,231

CenterPoint Properties Trust (SBI)

161,191

-

24,822

1,489

168,656

Correctional Properties Trust

28,432

-

-

322

29,618

Digital Realty Trust, Inc.

-

12,753

-

-

12,750

GMH Communities Trust

-

23,323

-

-

23,323

HomeBanc Mortgage Corp. Georgia

19,459

847

3,034

-

-

Manufactured Home Communities, Inc.

41,149

-

9,985

5

-

Reckson Associates Realty Corp.

158,180

9,792

399

943

183,035

Total

$ 614,910

$ 85,717

$ 38,692

$ 5,880

$ 705,796

Income Tax Information

At October 31, 2004, the aggregate cost of investment securities for income tax purposes was $2,847,599,000. Net unrealized appreciation aggregated $1,050,474,000, of which $1,058,488,000 related to appreciated investment securities and $8,014,000 related to depreciated investment securities.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please

see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR Corp.

or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Devonshire Trust: Fidelity Real Estate Investment Portfolio's (the fund) disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the fund is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the fund's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the fund's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting.

Item 3. Exhibits

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Devonshire Trust

By:

/s/John Hebble

John Hebble

President and Treasurer

Date:

December 20, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/John Hebble

John Hebble

President and Treasurer

Date:

December 20, 2004

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

December 20, 2004