Exhibit (m)(2)

DISTRIBUTION AND SERVICE PLAN

Fidelity Devonshire Trust:  Fidelity Advisor Series Stock Selector Large Cap Value Fund

	1.	This Distribution and Service Plan (the "Plan"), when effective in accordance withits terms, shall be the written plan contemplated by Rule 12b-1 under the Investment CompanyAct of 1940 (the "Act") of Fidelity Advisor Series Stock Selector Large Cap Value Fund (the"Fund"), a series of shares of Fidelity Devonshire Trust (the "Trust").

	2.	The Trust has entered into a General Distribution Agreement with respect to theFund with Fidelity Distributors Corporation (the "Distributor"), a wholly-owned subsidiary ofFidelity Management & Research Company (the "Adviser"), under which the Distributor uses allreasonable efforts, consistent with its other business, to secure purchasers for the Fund's sharesof beneficial interest ("shares").  Under the agreement, the Distributor pays the expenses ofprinting and distributing any prospectuses, reports and other literature used by the Distributor,advertising, and other promotional activities in connection with the offering of shares of theFund for sale to the public.  It is recognized that the Adviser may use its management fee revenues as well as past profits or its resources from any other source, to make payment to the Distributor with respect to any expenses incurred in connection with the distribution of Fund shares,including the activities referred to above.

	3.	The Adviser directly, or through the Distributor, may, subject to the approval of theTrustees, make payments to securities dealers and other third parties who engage in the sale ofshares or who render shareholder support services, including but not limited to providing officespace, equipment and telephone facilities, answering routine inquiries regarding the Fund, processing shareholder transactions and providing such other shareholder services as the Trust mayreasonably request.

	4.	The Fund will not make separate payments as a result of this Plan to the Adviser,Distributor or any other party, it being recognized that the Fund presently pays, and will continueto pay, a management fee to the Adviser.  To the extent that any payments made by the Fund tothe Adviser, including payment of management fees, should be deemed to be indirect financingof any activity primarily intended to result in the sale of shares of the Fund within the context ofRule 12b-1 under the Act, then such payments shall be deemed to be authorized by this Plan.

	5.	This Plan shall become effective upon the approval by****a vote of a majority of theTrustees of the Trust, including a majority of Trustees who are not "interested persons" of theTrust (as defined in the Act) and who have no direct or indirect financial interest in the operationof this Plan or in any agreements related to this Plan (the "Independent Trustees"), cast in personat a meeting called for the purpose of voting on this Plan.

	6.	This Plan shall, unless terminated as hereinafter provided, remain in effect from thedate specified above until June 30, 2013, and from year to year thereafter, provided, however,that such continuance is subject to approval annually by a vote of a majority of the Trustees ofthe Trust, including a majority of the Independent Trustees, cast in person at a meeting called forthe purpose of voting on this Plan.  This Plan may be amended at any time by the Board ofTrustees, provided that (a) any amendment to authorize direct payments by the Fund to financeany activity primarily intended to result in the sale of shares of the Fund, or to increase materially the amount spent by the Fund for distribution, shall be effective only upon approval by a voteof a majority of the outstanding voting securities of the Fund, and (b) any material amendmentsof this Plan shall be effective only upon approval in the manner provided in the first sentence inthis paragraph.

	7.	This Plan may be terminated at any time, without the payment of any penalty, byvote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Fund.

	8.	During the existence of this Plan, the Trust shall require the Adviser and/or Distributor to provide the Trust, for review by the Trust's Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended in connection with financingany activity primarily intended to result in the sale of shares of the Fund (making estimates ofsuch costs where necessary or desirable) and the purposes for which such expenditures weremade.

	9.	This Plan does not require the Adviser or Distributor to perform any specific typeor level of distribution activities or to incur any specific level of expenses for activities primarilyintended to result in the sale of shares of the Fund.

	10.	Consistent with the limitation of shareholder liability as set forth in the Trust'sDeclaration of Trust or other organizational document, any obligations assumed by the Fund pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to the Fundand its assets, and shall not constitute obligations of any other series of shares of the Trust.

	11.	If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.