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:

April 30, 2007

Item 1. Schedule of Investments

Quarterly Report

Quarterly Holdings Report

for

Fidelity® Real Estate
Investment Portfolio

April 30, 2007

1.800348.103

REA-QTLY-0607

Investments April 30, 2007 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.0%

Shares

Value (000s)

HOTELS, RESTAURANTS & LEISURE - 9.8%

Hotels, Resorts & Cruise Lines - 9.8%

Hilton Hotels Corp.

1,495,000

$ 50,830

Starwood Hotels & Resorts Worldwide, Inc. (d)

12,331,900

826,480

TOTAL HOTELS, RESORTS & CRUISE LINES

877,310

REAL ESTATE INVESTMENT TRUSTS - 83.7%

REITs - Apartments - 12.6%

Apartment Investment & Management Co. Class A

3,710,045

205,165

AvalonBay Communities, Inc.

2,062,900

252,210

BRE Properties, Inc. Class A

230,000

13,809

Equity Residential (SBI)

12,198,224

566,364

GMH Communities Trust (d)

3,857,350

38,728

Home Properties, Inc.

961,700

53,567

TOTAL REITS - APARTMENTS

1,129,843

REITs - Factory Outlets - 1.0%

Tanger Factory Outlet Centers, Inc. (d)

2,184,500

88,560

REITs - Health Care Facilities - 0.7%

Health Care Property Investors, Inc.

1,735,000

61,402

REITs - Hotels - 3.1%

Hersha Hospitality Trust

709,300

8,426

Host Hotels & Resorts, Inc.

10,645,000

272,938

TOTAL REITS - HOTELS

281,364

REITs - Industrial Buildings - 18.6%

DCT Industrial Trust, Inc. (d)

9,281,265

104,229

Duke Realty LP (d)

9,868,100

425,414

ProLogis Trust

10,309,400

668,049

Public Storage, Inc.

4,988,500

465,527

TOTAL REITS - INDUSTRIAL BUILDINGS

1,663,219

REITs - Malls - 17.8%

CBL & Associates Properties, Inc. (d)

4,560,900

207,293

Common Stocks - continued

Shares

Value (000s)

REAL ESTATE INVESTMENT TRUSTS - CONTINUED

REITs - Malls - continued

General Growth Properties, Inc.

9,850,099

$ 628,929

Simon Property Group, Inc.

6,530,660

752,854

TOTAL REITS - MALLS

1,589,076

REITs - Management/Investment - 0.1%

Mission West Properties, Inc.

659,900

9,648

REITs - Mortgage - 4.3%

HomeBanc Mortgage Corp., Georgia (c)(d)

5,411,140

15,151

UDR, Inc. (d)

12,226,100

367,272

TOTAL REITS - MORTGAGE

382,423

REITs - Office Buildings - 8.1%

Alexandria Real Estate Equities, Inc. (d)

1,708,500

180,845

American Financial Realty Trust (SBI) (d)

6,605,200

70,015

Corporate Office Properties Trust (SBI) (d)

2,535,400

119,443

Douglas Emmett, Inc.

2,377,400

61,931

Highwoods Properties, Inc. (SBI)

1,282,900

52,317

Kilroy Realty Corp. (d)

1,645,000

124,905

Sovran Self Storage, Inc. (c)(d)

2,009,222

111,030

TOTAL REITS - OFFICE BUILDINGS

720,486

REITs - Shopping Centers - 17.4%

Cedar Shopping Centers, Inc.

1,879,300

30,012

Developers Diversified Realty Corp.

6,339,000

412,669

Inland Real Estate Corp. (c)(d)

5,683,700

103,387

Kimco Realty Corp. (c)

7,460,600

358,631

Land Securities Group PLC

1,858,000

72,888

Vornado Realty Trust (c)

4,499,300

533,752

Weingarten Realty Investors (SBI)

900,000

43,074

TOTAL REITS - SHOPPING CENTERS

1,554,413

TOTAL REAL ESTATE INVESTMENT TRUSTS

7,480,434

REAL ESTATE MANAGEMENT & DEVELOPMENT - 5.5%

Real Estate Management & Development - 5.5%

Brookfield Properties Corp.

5,788,600

237,738

Common Stocks - continued

Shares

Value (000s)

REAL ESTATE MANAGEMENT & DEVELOPMENT - CONTINUED

Real Estate Management & Development - continued

Capital & Regional PLC

3,024,400

$ 93,247

Forest City Enterprises, Inc. Class A

590,000

39,418

Mitsubishi Estate Co. Ltd.

2,583,000

80,092

Patrizia Immobilien AG

850,000

18,037

Sumitomo Realty & Development Co. Ltd.

395,000

14,582

Thomas Properties Group, Inc.

457,700

7,859

TOTAL REAL ESTATE MANAGEMENT & DEVELOPMENT

490,973

TOTAL COMMON STOCKS

(Cost $6,417,729)

8,848,717

Money Market Funds - 1.5%

Fidelity Cash Central Fund, 5.29% (a)

75,703,066

75,703

Fidelity Securities Lending Cash Central Fund, 5.31% (a)(b)

56,217,550

56,218

TOTAL MONEY MARKET FUNDS

(Cost $131,921)

131,921

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $6,549,650)

8,980,638

NET OTHER ASSETS - (0.5)%

(42,247)

NET ASSETS - 100%

$ 8,938,391

Legend

(a) 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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(b) Investment made with cash collateral received from securities on loan.

(c) Security or a portion of the security is on loan at period end.

(d) Affiliated company

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 4,556

Fidelity Securities Lending Cash Central Fund

192

Total

$ 4,748

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions 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

Alexandria Real Estate Equities, Inc.

$ 70,721

$ 96,865

$ -

$ 2,228

$ 180,845

American Financial Realty Trust (SBI)

-

74,798

-

-

70,015

CBL & Associates Properties, Inc.

236,035

1,559

69,043

8,123

207,293

CentraCore Properties Trust

27,771

-

34,483

428

-

Columbia Equity Trust, Inc.

14,357

-

17,045

22

-

Corporate Office Properties Trust (SBI)

-

125,467

-

648

119,443

DCT Industrial Trust, Inc.

-

110,124

-

690

104,229

Duke Realty LP

351,403

52,779

38,314

9,053

425,414

GMH Communities Trust

46,309

2,201

137

110

38,728

HomeBanc Mortgage Corp., Georgia

32,889

10,141

278

2,453

15,151

Inland Real Estate Corp.

102,062

16,017

26,948

3,476

103,387

Kilroy Realty Corp.

-

129,538

-

336

124,905

Pan Pacific Retail Properties, Inc.

163,222

-

164,168

-

-

Saxon Capital, Inc.

32,779

-

40,400

-

-

Sovran Self Storage, Inc.

89,690

15,420

-

3,084

111,030

Starwood Hotels & Resorts Worldwide, Inc.

555,432

181,769

83,778

5,094

826,480

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Tanger Factory Outlet Centers, Inc.

$ 50,926

$ 23,351

$ -

$ 1,783

$ 88,560

UDR, Inc.

-

4,135

-

1,546

367,272

United Dominion Realty Trust, Inc. (SBI)

340,756

-

4,358

2,928

-

Ventas, Inc.

191,368

18,764

239,414

3,192

-

Total

$ 2,305,720

$ 862,928

$ 718,366

$ 45,194

$ 2,782,752

Income Tax Information

At April 30, 2007, the aggregate cost of investment securities for income tax purposes was $6,554,493,000. Net unrealized appreciation aggregated $2,426,145,000, of which $2,555,529,000 related to appreciated investment securities and $129,384,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions are accounted for as of trade date. Wherever possible, the fund uses independent pricing services approved by the Board of Trustees to value its investments. Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. The frequency of when fair value pricing is used is unpredictable. The value of securities used under fair value pricing may differ from published prices for the same securities.

For additional information on the fund's policy regarding valuation of investments and other significant accounting policies, please refer to the fund's most recent semiannual or annual shareholder report.

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.

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/Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

June 22, 2007

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/ Kimberley Monasterio

Kimberley Monasterio

President and Treasurer

Date:

June 22, 2007

By:

/s/Joseph B. Hollis

Joseph B. Hollis

Chief Financial Officer

Date:

June 22, 2007