N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

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:	January 31

Date of reporting period:	July 31, 2004

Item 1. Reports to Stockholders

Fidelity®

Utilities

Fund

Semiannual Report

July 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

Semiannual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

Commencing with the fiscal quarter ending October 31, 2004, the fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. The fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of the fund's portfolio holdings, view the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the funds nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2004 to July 31, 2004).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	Beginning Account Value February 1, 2004	Ending Account Value July 31, 2004	Expenses Paid During Period* February 1, 2004 to July 31, 2004
Actual	$ 1,000.00	$ 1,012.80	$ 4.30
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.67	$ 4.33

*Expenses are equal to the Fund's annualized expense ratio of .86%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Verizon Communications, Inc.	10.9	8.1
SBC Communications, Inc.	9.8	5.3
Citizens Communications Co.	7.6	8.4
Entergy Corp.	6.0	5.7
EchoStar Communications Corp. Class A	5.4	6.7
FirstEnergy Corp.	5.0	7.3
BellSouth Corp.	4.9	4.7
Nextel Communications, Inc. Class A	4.8	0.5
TXU Corp.	4.7	2.7
PG&E Corp.	4.3	3.9
	63.4

Top Industries as of July 31, 2004

	% of fund's net assets	% of fund's net assets 6 months ago
Diversified Telecommunication Services	39.1	30.3
Electric Utilities	21.8	34.1
Multi-Utilities & Unregulated Power	14.6	15.1
Media	10.6	11.7
Wireless Telecommunication Services	9.6	3.6

Asset Allocation (% of fund's net assets)
As of July 31, 2004 *			As of January 31, 2004 **
	Stocks 99.1%			Stocks 97.3%
	Short-Term Investments and Net Other Assets 0.9%			Short-Term Investments and Net Other Assets 2.7%
* Foreign investments		0.1%	** Foreign investments		0.1%

Semiannual Report

Investments July 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.6%
Media - 10.6%
Cablevision Systems Corp. - NY Group Class A (a)	519,800		$ 9,081
Comcast Corp.:
Class A (a)	552,003		15,125
Class A (special) (a)	236,200		6,330
EchoStar Communications Corp. Class A (a)	1,587,600		44,008
News Corp. Ltd. sponsored ADR	20,965		666
The DIRECTV Group, Inc. (a)	698,746		11,327
			86,537
ENERGY - 0.9%
Energy Equipment & Services - 0.9%
Grey Wolf, Inc. (a)	553,400		2,485
Pride International, Inc. (a)	247,000		4,446
			6,931
INFORMATION TECHNOLOGY - 0.8%
IT Services - 0.4%
CSG Systems International, Inc. (a)	200,000		3,280
Semiconductors & Semiconductor Equipment - 0.4%
Agere Systems, Inc. Class A (a)	2,568,500		3,185
TOTAL INFORMATION TECHNOLOGY			6,465
MATERIALS - 0.6%
Metals & Mining - 0.6%
Peabody Energy Corp.	91,200		5,124
TELECOMMUNICATION SERVICES - 48.7%
Diversified Telecommunication Services - 39.1%
ALLTEL Corp.	207,200		10,774
BellSouth Corp.	1,471,400		39,860
CenturyTel, Inc.	50,000		1,550
Citizens Communications Co. (a)	4,318,331		62,184
Covad Communications Group, Inc. (a)	1,973		4
Level 3 Communications, Inc. (a)	2,032,400		6,158
Qwest Communications International, Inc. (a)	7,517,727		29,244
SBC Communications, Inc.	3,163,334		80,159
Verizon Communications, Inc.	2,296,700		88,511
			318,444
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 9.6%
American Tower Corp. Class A (a)	1,804,000		$ 26,086
Nextel Communications, Inc. Class A (a)	1,720,300		39,154
SBA Communications Corp. Class A (a)	880,800		4,430
SpectraSite, Inc. (a)	204,600		8,798
			78,468
TOTAL TELECOMMUNICATION SERVICES			396,912
UTILITIES - 37.5%
Electric Utilities - 21.8%
CMS Energy Corp. (a)	100,000		903
Entergy Corp.	846,000		48,645
FirstEnergy Corp.	1,040,700		40,691
PG&E Corp. (a)	1,244,100		35,507
TXU Corp.	961,200		38,121
Westar Energy, Inc.	286,400		5,777
Wisconsin Energy Corp.	255,000		8,198
			177,842
Gas Utilities - 0.8%
Atmos Energy Corp.	75,000		1,888
Southern Union Co.	148,900		2,965
UGI Corp.	39,300		1,273
			6,126
Multi-Utilities & Unregulated Power - 14.6%
AES Corp. (a)	2,534,400		24,457
Calpine Corp. (a)	7,432,600		28,690
Constellation Energy Group, Inc.	190,000		7,325
Dominion Resources, Inc.	508,100		32,244
NRG Energy, Inc. (a)	530,899		14,117
ONEOK, Inc.	264,900		5,563
Sierra Pacific Resources (a)	819,800		6,739
			119,135
Water Utilities - 0.3%
Aqua America, Inc.	120,394		2,342
TOTAL UTILITIES			305,445
TOTAL COMMON STOCKS (Cost $900,383)		807,414
Money Market Funds - 5.9%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 1.33% (b)	6,203,712		$ 6,204
Fidelity Securities Lending Cash Central Fund, 1.32% (b)(c)	42,337,550		42,338
TOTAL MONEY MARKET FUNDS (Cost $48,542)		48,542
TOTAL INVESTMENT PORTFOLIO - 105.0% (Cost $948,925)			855,956
NET OTHER ASSETS - (5.0)%			(41,005)
NET ASSETS - 100%		$ 814,951

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.

Income Tax Information

At January 31, 2004, the fund had a capital loss carryforward of approximately $673,848,000 of which $406,946,000, $255,837,000 and $11,065,000 will expire on January 31, 2010, 2011 and 2012, respectively.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $40,697) (cost $948,925) - See accompanying schedule		$ 855,956
Receivable for investments sold		2,374
Receivable for fund shares sold		481
Dividends receivable		2,013
Interest receivable		13
Prepaid expenses		2
Other affiliated receivables		7
Other receivables		80
Total assets		860,926

Liabilities
Payable to custodian bank	$ 335
Payable for investments purchased	1,628
Payable for fund shares redeemed	1,053
Accrued management fee	376
Other affiliated payables	222
Other payables and accrued expenses	23
Collateral on securities loaned, at value	42,338
Total liabilities		45,975

Net Assets		$ 814,951
Net Assets consist of:
Paid in capital		$ 1,563,719
Undistributed net investment income		1,693
Accumulated undistributed net realized gain (loss) on investments		(657,492)
Net unrealized appreciation (depreciation) on investments		(92,969)
Net Assets, for 68,926 shares outstanding		$ 814,951
Net Asset Value, offering price and redemption price per share ($814,951 ÷ 68,926 shares)		$ 11.82

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended July 31, 2004 (Unaudited)

Investment Income
Dividends		$ 7,926
Interest		65
Security lending		195
Total income		8,186

Expenses
Management fee Basic fee	$ 1,955
Performance adjustment	348
Transfer agent fees	1,039
Accounting and security lending fees	142
Non-interested trustees' compensation	2
Appreciation in deferred trustee compensation account	1
Custodian fees and expenses	9
Registration fees	16
Audit	23
Legal	3
Miscellaneous	6
Total expenses before reductions	3,544
Expense reductions	(126)	3,418
Net investment income (loss)		4,768
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		37,102
Change in net unrealized appreciation (depreciation) on investment securities		(32,076)
Net gain (loss)		5,026
Net increase (decrease) in net assets resulting from operations		$ 9,794

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,768	$ 16,725
Net realized gain (loss)	37,102	14,301
Change in net unrealized appreciation (depreciation)	(32,076)	164,407
Net increase (decrease) in net assets resulting from operations	9,794	195,433
Distributions to shareholders from net investment income	(4,291)	(17,464)
Share transactions Net proceeds from sales of shares	32,691	124,934
Reinvestment of distributions	3,836	15,548
Cost of shares redeemed	(91,151)	(242,876)
Net increase (decrease) in net assets resulting from share transactions	(54,624)	(102,394)
Total increase (decrease) in net assets	(49,121)	75,575

Net Assets
Beginning of period	864,072	788,497
End of period (including undistributed net investment income of $1,693 and undistributed net investment income of $1,216, respectively)	$ 814,951	$ 864,072
Other Information Shares
Sold	2,811	11,710
Issued in reinvestment of distributions	324	1,501
Redeemed	(7,861)	(23,053)
Net increase (decrease)	(4,726)	(9,842)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, be- ginning of period	$ 11.73	$ 9.44	$ 12.73	$ 17.22	$ 26.18	$ 24.11
Income from Invest- ment Operations
Net investment income (loss)^D	.07	.21	.19	.16	.10	.15
Net realized and unrealized gain (loss)	.08	2.30	(3.28)	(4.49)	(4.24)	5.15
Total from investment operations	.15	2.51	(3.09)	(4.33)	(4.14)	5.30
Distributions from net investment income	(.06)	(.22)	(.20)	(.16)	(.09)	(.18)
Distributions from net realized gain	-	-	-	-	(3.40)	(3.05)
Distributions in excess of net realized gain	-	-	-	-	(1.33)	-
Total distributions	(.06)	(.22)	(.20)	(.16)	(4.82)	(3.23)
Net asset value, end of period	$ 11.82	$ 11.73	$ 9.44	$ 12.73	$ 17.22	$ 26.18
Total Return^{B, C}	1.28%	26.91%	(24.34)%	(25.22)%	(16.21)%	23.80%
Ratios to Average Net Assets^E
Expenses before expense reductions	.86%^A	.75%	.99%	.94%	.80%	.80%
Expenses net of voluntary waivers, if any	.86%^A	.75%	.99%	.94%	.80%	.80%
Expenses net of all reductions	.83%^A	.73%	.95%	.89%	.78%	.79%
Net investment income (loss)	1.16%^A	2.01%	1.90%	1.05%	.43%	.61%
Supplemental Data
Net assets, end of period (in millions)	$ 815	$ 864	$ 788	$ 1,318	$ 2,227	$ 2,973
Portfolio turnover rate	43%^A	21%	32%	58%	126%	50%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Utilities Fund (the fund) is a fund of Fidelity Devonshire Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation	$ 86,829
Unrealized depreciation	(200,488)
Net unrealized appreciation (depreciation)	$ (113,659)
Cost for federal income tax purposes	$ 969,615

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default

Semiannual Report

2. Operating Policies - continued

Repurchase Agreements - continued

of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $176,589 and $215,027, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .20% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .15% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .56% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .25% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $65 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $14 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Semiannual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
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1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
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19200 Von Karman Avenue
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Los Angeles, CA

27101 Puerta Real
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73-575 El Paseo
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251 University Avenue
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1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
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Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
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Connecticut

48 West Putnam Avenue
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300 Atlantic Street
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29 South Main Street
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Delaware

222 Delaware Avenue
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Florida

4400 N. Federal Highway
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121 Alhambra Plaza
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2948 N. Federal Highway
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1907 West State Road 434
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8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)Fidelity Automated
Service Telephone (FAST®)
1-800-544-5555

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth and Income Funds

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Equity-Income II Fund

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The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

UIF-USAN-0904
1.789296.101

Fidelity®

Equity-Income

Fund

Semiannual Report

July 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Commencing with the fiscal quarter ending October 31, 2004, the fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. The fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of the fund's portfolio holdings, view[the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2004 to July 31, 2004).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value February 1, 2004	Ending Account Value July 31, 2004	Expenses Paid During Period* February 1, 2004 to July 31, 2004
Actual	$ 1,000.00	$ 996.20	$ 3.47
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.48	$ 3.52

*Expenses are equal to the Fund's annualized expense ratio of .70%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	3.1	2.8
Bank of America Corp.	3.1	2.1
American International Group, Inc.	2.7	2.7
Citigroup, Inc.	2.6	2.8
J.P. Morgan Chase & Co.	2.6	1.4
Total SA	2.3	2.1
Fannie Mae	2.0	2.2
SBC Communications, Inc.	1.7	1.3
Verizon Communications, Inc.	1.6	1.5
BellSouth Corp.	1.4	1.3
	23.1
Top Five Market Sectors as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	30.4	30.6
Industrials	12.4	11.5
Energy	11.4	10.9
Consumer Discretionary	10.7	10.9
Health Care	8.0	7.5

Asset Allocation (% of fund's net assets)
As of July 31, 2004 *			As of January 31, 2004 **
	Stocks 97.5%			Stocks 96.5%
	Bonds 0.0%			Bonds 0.2%
	Convertible Securities 1.9%			Convertible Securities 2.0%
	Short-Term Investments and Net Other Assets 0.6%			Short-Term Investments and Net Other Assets 1.3%
* Foreign investments		11.6%	** Foreign investments		11.5%

Semiannual Report

Investments July 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.1%
Auto Components - 0.1%
TRW Automotive Holdings Corp.	1,373,650		$ 28,572
Automobiles - 0.6%
DaimlerChrysler AG	881,100		39,553
Toyota Motor Corp. ADR	1,075,800		86,064
			125,617
Hotels, Restaurants & Leisure - 1.3%
Caesars Entertainment, Inc. (a)	6,102,500		89,890
McDonald's Corp.	5,885,200		161,843
MGM MIRAGE (a)	1,020,000		45,033
Six Flags, Inc. (a)	3,110,086		14,680
			311,446
Household Durables - 0.8%
LG Electronics, Inc.	538,450		22,480
Maytag Corp.	1,555,620		31,890
Newell Rubbermaid, Inc.	3,992,300		86,234
Sony Corp. sponsored ADR	1,319,100		45,707
			186,311
Media - 5.3%
Clear Channel Communications, Inc.	6,213,000		221,804
Comcast Corp. Class A (a)	6,506,837		178,287
Liberty Media Corp. Class A (a)	8,932,256		75,746
Liberty Media International, Inc.:
Class A (a)	832,533		25,958
Class A rights 8/23/04 (a)	126,891		763
The Reader's Digest Association, Inc. (non-vtg.)	2,759,029		39,399
Time Warner, Inc. (a)	16,348,090		272,196
Viacom, Inc. Class B (non-vtg.)	8,417,554		282,746
Vivendi Universal SA sponsored ADR (a)	2,340,900		58,242
Walt Disney Co.	4,520,010		104,367
			1,259,508
Multiline Retail - 0.3%
Big Lots, Inc. (a)	3,272,200		40,052
Sears, Roebuck & Co.	1,032,700		37,879
			77,931
Specialty Retail - 1.5%
Abercrombie & Fitch Co. Class A	2,190,200		80,775
American Eagle Outfitters, Inc. (a)	1,419,800		46,527
Gap, Inc.	3,471,500		78,803
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Limited Brands, Inc.	4,046,678		$ 82,714
Office Depot, Inc. (a)	1,449,700		23,775
Toys 'R' Us, Inc. (a)	2,939,200		48,379
			360,973
Textiles Apparel & Luxury Goods - 0.2%
Liz Claiborne, Inc.	1,423,000		51,498
TOTAL CONSUMER DISCRETIONARY			2,401,856
CONSUMER STAPLES - 5.8%
Beverages - 0.4%
Anheuser-Busch Companies, Inc.	1,914,900		99,383
Food & Staples Retailing - 0.7%
Albertsons, Inc.	833,400		20,327
CVS Corp.	3,340,500		139,867
			160,194
Food Products - 1.1%
Campbell Soup Co.	1,389,400		35,555
Fresh Del Monte Produce, Inc.	469,380		12,462
H.J. Heinz Co.	637,980		23,535
Hormel Foods Corp.	141,529		4,201
Interstate Bakeries Corp.	1,275,005		12,533
Kellogg Co.	440,300		18,343
Kraft Foods, Inc. Class A	2,128,500		65,026
Unilever PLC sponsored ADR	2,608,200		93,504
			265,159
Household Products - 2.0%
Colgate-Palmolive Co.	3,918,400		208,459
Kimberly-Clark Corp.	2,900,500		185,835
Procter & Gamble Co.	1,607,600		83,836
			478,130
Personal Products - 0.9%
Gillette Co.	5,018,000		195,602
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Tobacco - 0.7%
Altria Group, Inc.	3,525,800		$ 167,828
Loews Corp. - Carolina Group	96,500		2,293
			170,121
TOTAL CONSUMER STAPLES			1,368,589
ENERGY - 11.4%
Energy Equipment & Services - 2.6%
Baker Hughes, Inc.	3,534,600		142,444
BJ Services Co. (a)	1,288,355		63,980
Halliburton Co.	1,475,900		46,860
Noble Corp. (a)	2,109,680		81,687
Schlumberger Ltd. (NY Shares)	4,587,700		295,081
			630,052
Oil & Gas - 8.8%
Apache Corp.	1,453,610		67,636
BP PLC sponsored ADR	5,687,204		320,531
ChevronTexaco Corp.	2,918,341		279,139
Exxon Mobil Corp.	16,095,474		745,220
Royal Dutch Petroleum Co. (NY Shares)	2,508,100		126,157
Total SA:
Series B	899,543		175,141
sponsored ADR	3,821,703		372,043
			2,085,867
TOTAL ENERGY			2,715,919
FINANCIALS - 29.7%
Capital Markets - 4.4%
Bank of New York Co., Inc.	7,310,334		210,026
Charles Schwab Corp.	14,434,700		126,737
Credit Suisse Group sponsored ADR	1,678,400		53,927
Janus Capital Group, Inc.	5,294,300		70,202
LaBranche & Co., Inc.	1,167,500		9,562
Mellon Financial Corp.	3,945,000		108,409
Merrill Lynch & Co., Inc.	3,788,500		188,364
Morgan Stanley	4,683,960		231,060
Nomura Holdings, Inc.	4,203,000		58,001
			1,056,288
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - 7.6%
Bank of America Corp.	8,673,959		$ 737,373
Banknorth Group, Inc.	767,200		24,481
Comerica, Inc.	1,644,739		96,168
Huntington Bancshares, Inc.	883,599		21,613
Lloyds TSB Group PLC	5,140,501		38,591
PNC Financial Services Group, Inc.	320,800		16,232
Royal Bank of Scotland Group PLC	735,009		20,693
State Bank of India	1,013,632		10,193
Sumitomo Mitsui Financial Group, Inc.	13,356		80,596
U.S. Bancorp, Delaware	6,248,102		176,821
Wachovia Corp.	6,492,652		287,689
Wells Fargo & Co.	5,121,268		294,012
			1,804,462
Consumer Finance - 1.3%
American Express Co.	3,837,700		192,844
MBNA Corp.	3,309,100		81,702
MoneyGram International, Inc. (a)	2,420,509		45,264
			319,810
Diversified Financial Services - 5.6%
CIT Group, Inc.	2,666,400		92,684
Citigroup, Inc.	14,307,785		630,830
J.P. Morgan Chase & Co.	16,573,149		618,676
			1,342,190
Insurance - 7.8%
ACE Ltd.	4,772,727		193,725
Allianz AG sponsored ADR	1,294,700		12,468
Allstate Corp.	5,632,000		265,155
American International Group, Inc.	8,983,457		634,681
Assurant, Inc.	624,300		15,233
Conseco, Inc. (a)	1,723,800		30,994
Fondiaria-Sai Spa	1,223,320		26,328
Genworth Financial, Inc. Class A	2,681,200		60,970
Hartford Financial Services Group, Inc.	3,027,300		197,077
Marsh & McLennan Companies, Inc.	830,400		36,853
Muenchener Rueckversicherungs-Gesellschaft AG (Reg.)	279,685		26,828
Old Republic International Corp.	1,191,500		27,750
St. Paul Travelers Companies, Inc.	4,929,290		182,729
The Chubb Corp.	1,376,700		94,689
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
UnumProvident Corp.	1,522,900		$ 24,290
XL Capital Ltd. Class A	197,300		13,945
			1,843,715
Real Estate - 0.1%
CarrAmerica Realty Corp.	436,800		13,318
Thrifts & Mortgage Finance - 2.9%
Fannie Mae	6,630,200		470,479
Freddie Mac	1,602,900		103,082
Housing Development Finance Corp. Ltd.	2,557,300		31,767
MGIC Investment Corp.	447,600		31,780
Sovereign Bancorp, Inc.	1,963,500		42,745
			679,853
TOTAL FINANCIALS			7,059,636
HEALTH CARE - 7.9%
Health Care Equipment & Supplies - 1.2%
Baxter International, Inc.	7,224,000		217,226
Hospira, Inc. (a)	95,410		2,472
Thermo Electron Corp. (a)	2,485,600		63,930
			283,628
Health Care Providers & Services - 1.1%
Cardinal Health, Inc.	1,233,300		54,882
HCA, Inc.	788,000		30,456
McKesson Corp.	2,396,700		77,102
Tenet Healthcare Corp. (a)	4,907,900		54,870
UnitedHealth Group, Inc.	764,400		48,081
			265,391
Pharmaceuticals - 5.6%
Abbott Laboratories	1,920,100		75,556
Bristol-Myers Squibb Co.	5,692,500		130,358
GlaxoSmithKline PLC sponsored ADR	982,900		40,250
Johnson & Johnson	5,025,700		277,770
Merck & Co., Inc.	6,553,000		297,179
Pfizer, Inc.	7,145,600		228,373
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Schering-Plough Corp.	8,561,600		$ 166,609
Wyeth	3,254,000		115,192
			1,331,287
TOTAL HEALTH CARE			1,880,306
INDUSTRIALS - 12.3%
Aerospace & Defense - 4.0%
Bombardier, Inc. Class B (sub. vtg.)	9,419,200		23,668
EADS NV	3,468,969		95,514
Honeywell International, Inc.	7,007,150		263,539
Lockheed Martin Corp.	3,264,600		172,991
Northrop Grumman Corp.	2,052,940		107,985
Raytheon Co.	2,632,806		88,331
The Boeing Co.	2,203,000		111,802
United Technologies Corp.	859,280		80,343
			944,173
Air Freight & Logistics - 0.1%
Ryder System, Inc.	677,300		29,056
Airlines - 0.1%
Southwest Airlines Co.	2,185,600		31,626
Commercial Services & Supplies - 0.4%
Viad Corp.	545,427		13,041
Waste Management, Inc.	2,929,400		82,433
			95,474
Construction & Engineering - 0.2%
Fluor Corp.	826,300		37,638
Electrical Equipment - 0.3%
Emerson Electric Co.	1,245,600		75,608
Industrial Conglomerates - 3.6%
3M Co.	744,600		61,325
General Electric Co.	8,513,600		283,077
Hutchison Whampoa Ltd.	5,878,000		39,752
Siemens AG sponsored ADR	564,400		39,643
Textron, Inc.	1,999,600		122,575
Tyco International Ltd.	9,721,140		301,355
			847,727
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Machinery - 2.7%
Caterpillar, Inc.	1,314,300		$ 96,588
Deere & Co.	756,600		47,522
Dover Corp.	1,060,600		42,085
Eaton Corp.	835,500		54,007
Illinois Tool Works, Inc.	476,600		43,142
Ingersoll-Rand Co. Ltd. Class A	2,544,846		174,805
Navistar International Corp. (a)	1,161,400		41,752
Parker Hannifin Corp.	656,800		37,687
SPX Corp.	2,065,800		84,595
Timken Co.	610,300		15,160
			637,343
Road & Rail - 0.9%
Burlington Northern Santa Fe Corp.	3,134,800		111,223
Union Pacific Corp.	1,856,700		104,606
			215,829
TOTAL INDUSTRIALS			2,914,474
INFORMATION TECHNOLOGY - 5.6%
Communications Equipment - 0.6%
Lucent Technologies, Inc. (a)	10,924,000		33,318
Motorola, Inc.	5,529,900		88,091
Nokia Corp. sponsored ADR	2,458,800		28,571
			149,980
Computers & Peripherals - 1.7%
Hewlett-Packard Co.	10,756,361		216,741
International Business Machines Corp.	1,463,700		127,444
Storage Technology Corp. (a)	862,400		21,517
Sun Microsystems, Inc. (a)	9,038,400		35,702
			401,404
Electronic Equipment & Instruments - 0.8%
Arrow Electronics, Inc. (a)	1,675,500		39,642
Avnet, Inc. (a)	2,993,200		58,128
PerkinElmer, Inc.	1,242,100		21,836
Solectron Corp. (a)	12,381,700		68,099
			187,705
IT Services - 0.1%
Ceridian Corp. (a)	1,782,800		32,090
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Office Electronics - 0.3%
Xerox Corp. (a)	4,253,600		$ 58,955
Semiconductors & Semiconductor Equipment - 1.1%
Intel Corp.	4,719,500		115,061
Micron Technology, Inc. (a)	4,199,700		56,822
Rohm Co. Ltd.	335,400		35,955
Samsung Electronics Co. Ltd.	137,750		49,243
			257,081
Software - 1.0%
Microsoft Corp.	8,635,800		245,775
TOTAL INFORMATION TECHNOLOGY			1,332,990
MATERIALS - 6.6%
Chemicals - 2.7%
Arch Chemicals, Inc.	1,074,350		30,597
Dow Chemical Co.	5,271,200		210,268
Eastman Chemical Co.	1,076,200		48,085
Ferro Corp.	1,170,800		23,311
Great Lakes Chemical Corp.	1,470,200		35,255
Hercules Trust II unit	31,600		24,930
Lyondell Chemical Co.	3,110,962		56,557
Millennium Chemicals, Inc.	2,092,757		36,937
Olin Corp.	1,851,700		31,997
PolyOne Corp. (a)	2,710,100		19,594
PPG Industries, Inc.	663,800		39,131
Praxair, Inc.	2,239,760		88,359
			645,021
Containers & Packaging - 0.5%
Smurfit-Stone Container Corp. (a)	5,749,421		106,997
Metals & Mining - 2.0%
Alcan, Inc.	2,195,200		86,834
Alcoa, Inc.	6,590,776		211,103
Freeport-McMoRan Copper & Gold, Inc. Class B	1,866,830		65,059
Phelps Dodge Corp.	1,584,400		123,488
			486,484
Paper & Forest Products - 1.4%
Bowater, Inc.	883,800		32,966
Georgia-Pacific Corp.	3,566,590		119,837
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Paper & Forest Products - continued
International Paper Co.	1,458,300		$ 63,042
Weyerhaeuser Co.	1,976,800		122,562
			338,407
TOTAL MATERIALS			1,576,909
TELECOMMUNICATION SERVICES - 5.1%
Diversified Telecommunication Services - 4.9%
BellSouth Corp.	12,261,201		332,156
Qwest Communications International, Inc. (a)	6,510,000		25,324
SBC Communications, Inc.	16,132,044		408,786
Sprint Corp. - FON Group	591,000		11,040
Verizon Communications, Inc.	10,103,644		389,394
			1,166,700
Wireless Telecommunication Services - 0.2%
KDDI Corp.	6,845		35,027
TOTAL TELECOMMUNICATION SERVICES			1,201,727
UTILITIES - 3.0%
Electric Utilities - 1.7%
Entergy Corp.	1,800,500		103,529
FirstEnergy Corp.	2,461,700		96,252
PG&E Corp. (a)	904,200		25,806
TXU Corp.	2,253,161		89,360
Wisconsin Energy Corp.	2,918,900		93,843
			408,790
Gas Utilities - 0.1%
NiSource, Inc.	989,041		20,473
Multi-Utilities & Unregulated Power - 1.2%
Dominion Resources, Inc.	2,657,300		168,632
Public Service Enterprise Group, Inc.	1,350,900		52,685
SCANA Corp.	1,395,500		51,103
			272,420
TOTAL UTILITIES			701,683
TOTAL COMMON STOCKS (Cost $18,553,695)		23,154,089
Convertible Preferred Stocks - 1.2%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.1%
General Motors Corp.:
Series B, 5.25%	863,700		$ 20,832
Series C, 6.25%	577,800		16,138
			36,970
Hotels, Restaurants & Leisure - 0.1%
Six Flags, Inc. 7.25% PIERS	821,600		16,391
Media - 0.0%
J.N. Taylor Holdings Ltd. 9.5% (a)	956,400		0
TOTAL CONSUMER DISCRETIONARY			53,361
FINANCIALS - 0.5%
Capital Markets - 0.1%
State Street Corp. 6.75%	56,800		11,441
Consumer Finance - 0.2%
Ford Motor Co. Capital Trust II 6.50%	976,600		51,976
Insurance - 0.2%
Conseco, Inc. Series B, 5.50%	323,900		7,984
The Chubb Corp.:
7.00%	363,600		9,953
Series B, 7.00%	274,000		7,535
Travelers Property Casualty Corp. 4.50%	500,000		11,337
XL Capital Ltd. 6.50%	914,100		21,654
			58,463
TOTAL FINANCIALS			121,880
HEALTH CARE - 0.1%
Health Care Equipment & Supplies - 0.1%
Baxter International, Inc. 7.00%	343,300		17,622
INFORMATION TECHNOLOGY - 0.3%
Communications Equipment - 0.2%
Motorola, Inc. 7.00%	918,300		42,090
Office Electronics - 0.1%
Xerox Corp. Series C, 6.25%	328,778		41,667
TOTAL INFORMATION TECHNOLOGY			83,757
Convertible Preferred Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - 0.1%
Electric Utilities - 0.1%
TXU Corp. 8.75%	486,700		$ 22,510
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $306,487)		299,130

Corporate Bonds - 0.7%
	Principal Amount (000s)
Convertible Bonds - 0.7%
CONSUMER DISCRETIONARY - 0.4%
Hotels, Restaurants & Leisure - 0.1%
Royal Caribbean Cruises Ltd. liquid yield option note 0% 2/2/21	$ 25,420		13,473
Media - 0.2%
Liberty Media Corp.3.5% 1/15/31 (e)	24,460		21,036
News America, Inc. liquid yield option note 0% 2/28/21 (e)	49,080		28,068
			49,104
Specialty Retail - 0.1%
Gap, Inc. 5.75% 3/15/09	19,340		28,182
J. Baker, Inc. 7% 6/1/49 (d)	13,300		0
			28,182
TOTAL CONSUMER DISCRETIONARY			90,759
FINANCIALS - 0.2%
Diversified Financial Services - 0.1%
Navistar Financial Corp. 4.75% 4/1/09 (e)	5,734		5,628
Tyco International Group SA yankee 3.125% 1/15/23	11,750		18,001
			23,629
Insurance - 0.1%
Loews Corp. 3.125% 9/15/07	11,000		10,615
TOTAL FINANCIALS			34,244
INDUSTRIALS - 0.1%
Commercial Services & Supplies - 0.1%
ADT Operations, Inc. liquid yield option note 0% 7/6/10	19,295		32,522
Corporate Bonds - continued
	Principal Amount (000s)		Value (Note 1) (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - 0.0%
Electronic Equipment & Instruments - 0.0%
Celestica, Inc. liquid yield option note 0% 8/1/20	$ 1,230		$ 682
TOTAL CONVERTIBLE BONDS			158,207
Nonconvertible Bonds - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
XM Satellite Radio, Inc. 12% 6/15/10	133		152
TOTAL CORPORATE BONDS (Cost $148,333)		158,359
Money Market Funds - 1.4%
	Shares
Fidelity Cash Central Fund, 1.33% (b)	120,542,062		120,542
Fidelity Securities Lending Cash Central Fund, 1.32% (b)(c)	210,515,424		210,515
TOTAL MONEY MARKET FUNDS (Cost $331,057)		331,057
TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $19,339,572)			23,942,635
NET OTHER ASSETS - (0.8)%			(186,740)
NET ASSETS - 100%		$ 23,755,895

Security Type Abbreviations
PIERS	-	Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

(d) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $54,732,000 or 0.2% of net assets.

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America	88.4%
France	2.5%
United Kingdom	2.3%
Japan	1.5%
Netherlands Antilles	1.2%
Others (individually less than 1%)	4.1%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $202,061) (cost $19,339,572) - See accompanying schedule		$ 23,942,635
Cash		41
Receivable for investments sold		43,929
Receivable for fund shares sold		23,866
Dividends receivable		42,405
Interest receivable		854
Prepaid expenses		37
Other affiliated receivables		84
Other receivables		3,212
Total assets		24,057,063

Liabilities
Payable for investments purchased	$ 58,851
Payable for fund shares redeemed	15,305
Accrued management fee	9,410
Other affiliated payables	4,788
Other payables and accrued expenses	2,299
Collateral on securities loaned, at value	210,515
Total liabilities		301,168

Net Assets		$ 23,755,895
Net Assets consist of:
Paid in capital		$ 18,755,486
Undistributed net investment income		27,877
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		371,579
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,600,953
Net Assets, for 482,853 shares outstanding		$ 23,755,895
Net Asset Value, offering price and redemption price per share ($23,755,895 ÷ 482,853 shares)		$ 49.20

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended July 31, 2004 (Unaudited)

Investment Income
Dividends		$ 260,020
Interest		5,942
Security lending		1,389
Total income		267,351

Expenses
Management fee	$ 56,713
Transfer agent fees	24,986
Accounting and security lending fees	911
Non-interested trustees' compensation	59
Appreciation in deferred trustee compensation account	12
Custodian fees and expenses	305
Registration fees	203
Audit	95
Legal	28
Interest	3
Miscellaneous	149
Total expenses before reductions	83,464
Expense reductions	(903)	82,561
Net investment income (loss)		184,790
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	380,311
Foreign currency transactions	50
Total net realized gain (loss)		380,361
Change in net unrealized appreciation (depreciation) on: Investment securities (net of decrease in deferred foreign taxes of $1,747)	(658,941)
Assets and liabilities in foreign currencies	(18)
Total change in net unrealized appreciation (depreciation)		(658,959)
Net gain (loss)		(278,598)
Net increase (decrease) in net assets resulting from operations		$ (93,808)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 184,790	$ 326,596
Net realized gain (loss)	380,361	729,936
Change in net unrealized appreciation (depreciation)	(658,959)	5,170,026
Net increase (decrease) in net assets resulting from operations	(93,808)	6,226,558
Distributions to shareholders from net investment income	(181,779)	(322,980)
Distributions to shareholders from net realized gain	(251,443)	(427,911)
Total distributions	(433,222)	(750,891)
Share transactions Net proceeds from sales of shares	2,302,950	4,252,362
Reinvestment of distributions	422,246	731,311
Cost of shares redeemed	(2,134,905)	(4,005,567)
Net increase (decrease) in net assets resulting from share transactions	590,291	978,106
Total increase (decrease) in net assets	63,261	6,453,773

Net Assets
Beginning of period	23,692,634	17,238,861
End of period (including undistributed net investment income of $27,877 and undistributed net investment income of $24,866, respectively)	$ 23,755,895	$ 23,692,634
Other Information Shares
Sold	46,133	96,144
Issued in reinvestment of distributions	8,275	16,015
Redeemed	(42,831)	(90,786)
Net increase (decrease)	11,577	21,373

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, beginning of period	$ 50.27	$ 38.32	$ 48.15	$ 53.91	$ 50.96	$ 55.46
Income from Investment Operations
Net investment income (loss)^D	.39	.71	.68	.71	.85	.82
Net realized and unrealized gain (loss)	(.55)	12.88	(9.69)	(4.53)	6.29	.63
Total from investment operations	(.16)	13.59	(9.01)	(3.82)	7.14	1.45
Distributions from net investment income	(.38)	(.71)	(.68)	(.76)	(.87)	(.82)
Distributions from net realized gain	(.53)	(.93)	(.14)	(1.18)	(3.32)	(5.13)
Total distributions	(.91)	(1.64)	(.82)	(1.94)	(4.19)	(5.95)
Net asset value, end of period	$ 49.20	$ 50.27	$ 38.32	$ 48.15	$ 53.91	$ 50.96
Total Return^{B, C}	(.38)%	35.95%	(18.95)%	(7.06)%	14.93%	2.27%
Ratios to Average Net Assets^E
Expenses before expense reductions	.70%^A	.71%	.72%	.69%	.69%	.69%
Expenses net of voluntary waivers, if any	.70%^A	.71%	.72%	.69%	.69%	.69%
Expenses net of all reductions	.69%^A	.70%	.71%	.67%	.67%	.67%
Net investment income (loss)	1.55%^A	1.63%	1.57%	1.41%	1.63%	1.42%
Supplemental Data
Net assets, end of period (in millions)	$ 23,756	$ 23,693	$ 17,239	$ 21,553	$ 22,824	$ 21,111
Portfolio turnover rate	18%^A	25%	23%	23%	25%	26%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Equity-Income Fund (the fund) is a fund of Fidelity Devonshire Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), defaulted bonds, market discount, contingent interest, non-taxable dividends, and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation	$ 6,128,405	\|
Unrealized depreciation	(1,536,675)
Net unrealized appreciation (depreciation)	$ 4,591,730
Cost for federal income tax purposes	$ 19,350,905

2. Operating Policies.

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,620,884 and $2,111,985, respectively.

4. Fees and Other Transactions with Affiliates.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 11,590	1.17%	$ 3

5. Committed Line of Credit.

6. Security Lending.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $771 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $1 and $131, respectively.

Semiannual Report

Managing Your Investments

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Semiannual Report

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Fidelity Investments
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Semiannual Report

To Visit Fidelity

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Arizona

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California

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405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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(Far East) Inc.

Fidelity Management & Research
(U.K.) Inc.

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Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

Fidelity's Growth and Income Funds

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Utilities Fund

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82 Devonshire St., Boston, MA 02109
www.fidelity.com

EQU-USAN-0904
1.789291.101

Spartan®

Tax-Free Bond

Fund

Semiannual Report

July 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

Semiannual Report

Commencing with the fiscal quarter ending October 31, 2004, the fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at http://www.sec.gov. The fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of the fund's portfolio holdings, view the fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2004 to July 31, 2004).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value February 1, 2004	Ending Account Value July 31, 2004	Expenses Paid During Period* February 1, 2004 to July 31, 2004
Actual	$ 1,000.00	$ 996.20	$ 1.24
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,023.74	$ 1.26

* Expenses are equal to the Fund's annualized expense ratio of .25%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Five States as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Texas	17.0	15.0
Illinois	17.0	15.2
California	7.2	7.5
Washington	6.7	4.9
New York	3.8	7.1
Top Five Sectors as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
General Obligations	39.4	40.6
Electric Utilities	15.5	16.8
Health Care	14.3	13.4
Transportation	8.3	9.0
Water & Sewer	5.4	5.9
Average Years to Maturity as of July 31, 2004
		6 months ago
Years	14.4	13.5

Average years to maturity is based on the average time remaining until principal payments are expected from each of the fund's bonds, weighted by dollar amount.

Duration as of July 31, 2004
		6 months ago
Years	7.6	7.4

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Quality Diversification (% of fund's net assets)
As of July 31, 2004		As of January 31, 2004
	AAA 65.1%		AAA 64.8%
	AA,A 19.9%		AA,A 15.9%
	BBB 11.0%		BBB 15.4%
	Short-Term Investments and Net Other Assets 4.0%		Short-Term Investments and Net Other Assets 3.9%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Semiannual Report

Investments July 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Municipal Bonds - 96.0%
	Principal Amount		Value (Note 1)
Alabama - 0.1%
Jefferson County Swr. Rev. Series D, 5.65% 2/1/17 (Pre-Refunded to 2/1/07 @ 101) (c)	$ 105,000		$ 114,730
Arizona - 1.2%
Arizona State Univ. Revs. 5.75% 7/1/27 (FGIC Insured)	2,500,000		2,682,125
Arkansas - 0.5%
Arkansas Gen. Oblig. (College Savings Prog.) Series 2001 A, 0% 6/1/12	1,415,000		1,023,498
California - 7.2%
California Dept. of Wtr. Resources Pwr. Supply Rev. Series A:
5.5% 5/1/15 (AMBAC Insured)	600,000		663,036
5.875% 5/1/16	1,000,000		1,107,810
California Econ. Recovery Series 2004 A, 5% 7/1/16	500,000		522,670
California Gen. Oblig.:
5% 2/1/11	1,000,000		1,074,950
5.25% 2/1/14	1,000,000		1,084,510
5.25% 2/1/15	500,000		537,575
5.25% 2/1/16	500,000		536,030
5.5% 3/1/11 (XL Cap. Assurance, Inc. Insured)	500,000		557,950
5.5% 4/1/30	200,000		206,238
6.6% 2/1/09	150,000		170,858
6.6% 2/1/10	2,190,000		2,528,508
6.75% 6/1/06	1,020,000		1,106,557
6.75% 8/1/10	500,000		586,225
California Infrastructure & Econ. Dev. Bank Rev. (Clean Wtr. State Revolving Fund Proj.) 5% 10/1/15	2,135,000		2,284,194
California Statewide Cmntys. Dev. Auth. Rev. (Kaiser Permanente Health Sys. Proj.) Series 2004 G, 2.3%, tender 5/1/07 (b)	1,000,000		984,790
Foothill/Eastern Trans. Corridor Agcy. Toll Road Rev.:
Series A, 5% 1/1/35 (MBIA Insured)	200,000		197,582
5% 1/15/16 (MBIA Insured)	200,000		209,956
5.75% 1/15/40	300,000		298,203
Golden State Tobacco Securitization Corp. Series 2003 B, 5.75% 6/1/23	1,000,000		1,018,080
			15,675,722
Colorado - 3.5%
Broomfield Coliseum City & County Ctfs. of Prtn. 6% 12/1/29 (AMBAC Insured)	1,750,000		1,932,613
Douglas and Elbert Counties School District #RE1 Series 2002 B, 5.75% 12/15/19 (FSA Insured)	1,000,000		1,115,280
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Colorado - continued
E-470 Pub. Hwy. Auth. Rev.:
Series 2000 A, 5.75% 9/1/29 (MBIA Insured)	$ 1,000,000		$ 1,074,780
Series B, 0% 9/1/13 (MBIA Insured)	1,415,000		944,767
El Paso County School District #49, Falcon 5.5% 12/1/21 (FGIC Insured)	1,500,000		1,619,895
Larimer County School District #R1, Poudre:
5.75% 12/15/17 (MBIA Insured)	275,000		312,381
6% 12/15/17 (FGIC Insured)	500,000		570,725
			7,570,441
Connecticut - 0.7%
Connecticut Gen. Oblig.:
Series 2002 B, 5.5% 6/15/18	235,000		256,785
Series D, 5.375% 11/15/18	1,000,000		1,080,870
Connecticut Health & Edl. Facilities Auth. Rev. (Greenwich Hosp. Proj.) Series A, 5.8% 7/1/26 (MBIA Insured)	205,000		216,535
			1,554,190
District Of Columbia - 0.9%
District of Columbia Ctfs. of Prtn. (District's Pub. Safety and Emergency Preparedness Communications Ctr. and related Technology Proj.) 5.5% 1/1/19 (AMBAC Insured)	1,565,000		1,700,717
District of Columbia Rev. (George Washington Univ. Proj.) Series A, 5.75% 9/15/20 (MBIA Insured)	200,000		221,824
			1,922,541
Florida - 2.4%
Florida Board of Ed. Lottery Rev. Series B, 6% 7/1/15 (FGIC Insured)	200,000		228,196
Highlands County Health Facilities Auth. Rev. (Adventist Health Sys./Sunbelt Proj.) 3.35%, tender 9/1/05 (b)	2,000,000		2,026,840
Hillsborough County Indl. Dev. Auth. Poll. Cont. Rev. (Tampa Elec. Co. Proj.) 4%, tender 8/1/07 (b)	3,000,000		3,049,080
			5,304,116
Illinois - 17.0%
Bolingbrook Gen. Oblig. Series A, 5.375% 1/1/38 (FGIC Insured)	3,000,000		3,053,880
Chicago Gen. Oblig.:
(City Colleges Proj.) 0% 1/1/30 (FGIC Insured)	1,000,000		237,940
(Neighborhoods Alive 21 Prog.) Series 2000 A, 6% 1/1/28 (FGIC Insured)	1,100,000		1,201,981
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Illinois - continued
Chicago Gen. Oblig.: - continued
Series A, 5% 1/1/41 (MBIA Insured)	$ 1,000,000		$ 974,150
Chicago Motor Fuel Tax Rev. 6.125% 1/1/09 (AMBAC Insured)	1,000,000		1,122,900
Chicago Transit Auth. Cap. Grant Receipts Rev. (Douglas Branch Proj.) Series 2003 B, 4.25% 6/1/08 (AMBAC Insured)	600,000		612,966
Coles & Cumberland Counties Cmnty. Unit School District #2 5.35% 2/1/19 (FGIC Insured)	1,495,000		1,578,615
DuPage County Cmnty. High School District #108, Lake Park 5.6% 1/1/20 (FSA Insured)	3,175,000		3,459,575
Illinois Dev. Fin. Auth. Rev. (Adventist Health Sys. Proj.) Series 1997 A, 5.5% 11/15/13 (MBIA Insured)	1,000,000		1,116,490
Illinois Edl. Facilities Auth. Revs. (DePaul Univ. Proj.) 5.65% 10/1/13 (AMBAC Insured)	100,000		110,096
Illinois Gen. Oblig.:
5.5% 4/1/17 (MBIA Insured)	400,000		432,960
5.5% 4/1/25 (MBIA Insured)	1,000,000		1,042,570
5.6% 4/1/21 (MBIA Insured)	400,000		429,920
Illinois Health Facilities Auth. Rev. (Lake Forest Hosp. Proj.) Series A, 6% 7/1/17	2,700,000		2,927,961
Illinois Sales Tax Rev.:
First Series, 5.5% 6/15/15	1,200,000		1,316,112
6% 6/15/20	300,000		336,522
Jersey & Greene Counties Cmnty. Unit School District #100 0% 12/1/18 (FSA Insured)	1,100,000		546,150
Kane & DuPage Counties Cmnty. Unit School District #303, Saint Charles Series A, 5.5% 1/1/17 (FSA Insured)	1,000,000		1,092,720
Kane County School District #129, Aurora West Side Series A, 5.75% 2/1/21 (FGIC Insured)	1,445,000		1,582,954
Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville 5.5% 12/1/14 (MBIA Insured)	5,500,000		6,089,484
Lake County Warren Township High School District #121, Gurnee Series C, 5.5% 3/1/23 (AMBAC Insured)	1,000,000		1,077,760
McHenry County Conservation District Series A, 5.625% 2/1/21 (FGIC Insured)	750,000		800,888
Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev. (McCormick Place Expansion Proj.):
Series 2002 A:
0% 12/15/32 (MBIA Insured)	1,000,000		203,520
5.75% 6/15/41 (MBIA Insured)	1,100,000		1,179,024
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Illinois - continued
Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev. (McCormick Place Expansion Proj.): - continued
Series A:
0% 6/15/15 (FGIC Insured)	$ 5,000,000		$ 3,034,700
0% 6/15/16 (FGIC Insured)	1,000,000		574,370
0% 6/15/37 (MBIA Insured)	2,000,000		310,900
0% 6/15/38 (MBIA Insured)	1,150,000		168,326
Univ. of Illinois Auxiliary Facilities Sys. Rev. Series A, 6% 4/1/15 (Pre-Refunded to 4/1/10 @ 101) (c)	155,000		179,022
			36,794,456
Indiana - 3.7%
Beech Grove School Bldg. Corp. 5.625% 7/5/24 (MBIA Insured)	1,875,000		2,079,469
Clark Pleasant Cmnty. School Bldg. Corp. 5.5% 7/15/16 (AMBAC Insured)	685,000		752,979
Indiana Health Facilities Fing. Auth. Hosp. Rev. 5.5% 2/15/30 (MBIA Insured)	1,000,000		1,025,370
Petersburg Poll. Cont. Rev. 5.75% 8/1/21	3,000,000		3,051,270
Rockport Poll. Cont. Rev. 4.9%, tender 6/1/07 (b)	1,000,000		1,038,940
			7,948,028
Iowa - 1.0%
Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25	2,800,000		2,254,952
Kansas - 1.4%
Burlington Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series A, 4.75%, tender 10/1/07 (b)	1,000,000		1,040,370
Kansas Dev. Fin. Auth. Pub. Wtr. Supply Revolving Ln. Fund Rev.:
(Sisters of Charity Leavenworth Health Svc. Co. Proj.) 5.25% 12/1/09 (MBIA Insured)	225,000		245,079
Series 2000 2, 5.75% 4/1/16 (AMBAC Insured)	600,000		672,012
La Cygne Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series 1994, 3.9%, tender 9/1/04 (b)	1,000,000		1,001,950
			2,959,411
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Kentucky - 0.6%
Kentucky Property & Bldgs. Commission Revs. (#71 Proj.) 5.5% 8/1/09	$ 750,000		$ 829,883
Louisville & Jefferson County Metro. Swr. District Swr. & Drain Sys. Rev. Series A, 5.25% 5/15/37 (FGIC Insured)	500,000		509,025
			1,338,908
Maine - 2.5%
Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28 (FGIC Insured)	5,025,000		5,352,881
Massachusetts - 0.6%
Massachusetts Muni. Wholesale Elec. Co. Pwr. Supply Sys. Rev. Series A, 5.1% 7/1/07 (Escrowed to Maturity) (c)	200,000		215,428
Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.75% 1/1/32 (FGIC Insured)	1,000,000		1,088,920
			1,304,348
Michigan - 0.9%
Ann Arbor Bldg. Auth. Series 2000, 5.75% 3/1/15 (FGIC Insured)	20,000		22,204
Detroit City School District 5.375% 5/1/15 (FGIC Insured)	375,000		406,283
Detroit Gen. Oblig. Series A, 5% 4/1/09 (FSA Insured) (a)	1,000,000		1,065,440
Detroit Swr. Disp. Rev. Series A, 5.875% 7/1/22 (Pre-Refunded to 1/1/10 @ 101) (c)	135,000		154,298
Detroit Wtr. Supply Sys. Rev. Series 2001 A, 5.25% 7/1/33 (FGIC Insured)	50,000		50,746
Michigan Hosp. Fin. Auth. Hosp. Rev. (Ascension Health Cr. Group Proj.) Series A, 6.125% 11/15/26 (Pre-Refunded to 11/15/09 @ 101) (c)	100,000		115,369
Oakland Univ. Rev. 5.75% 5/15/26 (MBIA Insured)	50,000		52,521
Sterling Heights Bldg. Auth. 5.75% 10/1/15 (FGIC Insured)	160,000		175,933
			2,042,794
Minnesota - 0.3%
Waconia Independent School District #110 Series A, 5% 2/1/12 (FSA Insured)	500,000		539,575
Missouri - 1.1%
Missouri Envir. Impt. & Energy Resources Auth. Wtr. Poll. Cont. & Drinking Wtr. Rev. (State Revolving Fund Prog.) Series 2003 A, 5.125% 1/1/21	1,000,000		1,048,490
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Missouri - continued
Missouri Highways & Trans. Commission State Road Rev. Series 2001 A, 5.625% 2/1/13	$ 500,000		$ 554,470
Saint Louis Muni. Fin. Corp. Leasehold Rev. (Civil Courts Bldg. Proj.) Series A, 5% 8/1/11 (FSA Insured)	765,000		834,171
			2,437,131
Montana - 0.2%
Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Projs.) Series A, 5.2%, tender 5/1/09 (b)	400,000		417,584
Nebraska - 0.2%
Omaha Gen. Oblig. 5.75% 12/1/14	380,000		430,924
Nevada - 0.8%
Clark County Gen. Oblig. Series 2000, 5.5% 7/1/30 (MBIA Insured)	500,000		516,910
Clark County School District Series 2000 A:
5.75% 6/15/17 (Pre-Refunded to 6/15/10 @ 100) (c)	200,000		227,062
5.75% 6/15/20 (Pre-Refunded to 6/15/10 @ 100) (c)	400,000		454,124
Las Vegas Valley Wtr. District Series B, 5.25% 6/1/17 (MBIA Insured)	500,000		539,555
			1,737,651
New Hampshire - 0.5%
New Hampshire Health & Ed. Facilities Auth. Rev. (Dartmouth-Hitchcock Proj.) 5.5% 8/1/27 (FSA Insured)	1,000,000		1,044,080
New Jersey - 0.7%
New Jersey Tpk. Auth. Tpk. Rev. Series A, 5.625% 1/1/15 (MBIA Insured)	80,000		86,486
New Jersey Trans. Trust Fund Auth. Series C, 5.5% 6/15/19	300,000		325,908
Tobacco Settlement Fing. Corp.:
4.375% 6/1/19	200,000		190,658
6.125% 6/1/24	400,000		371,116
6.125% 6/1/42	700,000		561,939
			1,536,107
New York - 3.8%
Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):
5.75% 5/1/16 (FSA Insured)	600,000		676,500
5.75% 5/1/21 (FSA Insured)	500,000		551,500
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
New York - continued
Metropolitan Trans. Auth. Commuter Facilities Rev.:
Series 1992 B, 6.1% 7/1/09 (Escrowed to Maturity) (c)	$ 5,000		$ 5,722
Series 1997 E, 5% 7/1/16 (Pre-Refunded to 7/1/13 @ 100) (c)	10,000		11,051
Metropolitan Trans. Auth. Rev. Series 2002 A, 5.75% 11/15/32	1,700,000		1,801,065
Metropolitan Trans. Auth. Svc. Contract Rev. Series 7, 4.75% 7/1/19 (Pre-Refunded to 1/1/18 @ 100) (c)	35,000		37,031
Metropolitan Trans. Auth. Transit Facilities Rev. Series B2, 5% 7/1/17 (Escrowed to Maturity) (c)	250,000		263,228
Nassau County Gen. Oblig. Series Z, 5% 9/1/11 (FGIC Insured)	200,000		215,154
New York City Gen. Oblig. Series C, 5.75% 3/15/27 (FSA Insured)	500,000		536,265
New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. Rev. Series A, 6% 6/15/28	1,000,000		1,094,340
New York State Thruway Auth. State Personal Income Tax Rev. Series A, 5.5% 3/15/17	500,000		545,420
New York State Thruway Auth. Svc. Contract Rev. 5.5% 4/1/16	305,000		331,797
New York Transitional Fin. Auth. Rev. Series A, 5.75% 2/15/16	200,000		221,716
Tobacco Settlement Fing. Corp. Series A1, 5.5% 6/1/16	1,800,000		1,914,570
Triborough Bridge & Tunnel Auth. Revs. Series Y, 6% 1/1/12 (Escrowed to Maturity) (c)	100,000		113,960
			8,319,319
North Carolina - 3.7%
Catawba County Ctfs. Prtn. (Pub. School and Cmnty. College Proj.) 5.25% 6/1/19 (MBIA Insured) (a)	1,800,000		1,924,560
Dare County Ctfs. of Prtn. 5.25% 6/1/21 (AMBAC Insured) (a)	1,110,000		1,166,854
North Carolina Cap. Facilities Fin. Agcy. Rev. (Duke Univ. Proj.) Series A, 5.125% 10/1/41	670,000		669,317
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.:
Series A, 5.5% 1/1/11	600,000		646,848
Series B:
6% 1/1/05	2,000,000		2,025,140
6% 1/1/06	175,000		182,947
6.125% 1/1/09	100,000		109,609
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
North Carolina - continued
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.: - continued
Series D, 5.375% 1/1/10	$ 500,000		$ 535,510
North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev. Series B, 6.25% 1/1/07	750,000		806,925
			8,067,710
Ohio - 1.1%
Hilliard School District 5.75% 12/1/28 (FGIC Insured)	25,000		26,817
Ohio Wtr. Dev. Auth. Poll. Cont. Facilities Rev. (Toledo Edison Co. Proj.) Series B, 4.5%, tender 9/1/05 (b)	1,000,000		1,015,090
Olentangy Local School District 5.5% 12/1/17 (FSA Insured)	1,295,000		1,428,204
			2,470,111
Oregon - 1.1%
Jackson County School District #9, Eagle Point 5.625% 6/15/16	350,000		389,382
Morrow County School District #1 5.625% 6/15/14 (FSA Insured)	1,500,000		1,693,980
Portland Swr. Sys. Rev. Series 2000 A, 5.75% 8/1/18 (FGIC Insured)	250,000		278,995
			2,362,357
Pennsylvania - 3.6%
Canon McMillan School District:
Series 2001 B, 5.75% 12/1/33 (FGIC Insured)	1,000,000		1,071,940
Series 2002 B, 5.75% 12/1/35 (FGIC Insured)	1,000,000		1,071,040
Pennsylvania Gen. Oblig. Second Series, 5.5% 5/1/17 (FSA Insured)	300,000		329,730
Pennsylvania Higher Edl. Facilities Auth. Rev. (UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22	1,000,000		1,051,370
Pennsylvania Tpk. Commission Registration Fee Rev. Series 2001, 5.5% 7/15/33 (AMBAC Insured)	1,000,000		1,048,060
Philadelphia Wtr. & Wastewtr. Rev. Series A, 5.25% 8/1/09 (AMBAC Insured)	450,000		489,708
Tredyffrin-Easttown School District 5.5% 2/15/17	1,520,000		1,657,028
Westmoreland County Muni. Auth. Muni. Svc. Rev. Series A, 0% 8/15/20 (FGIC Insured)	2,500,000		1,136,700
			7,855,576
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Puerto Rico - 0.4%
Puerto Rico Commonwealth Hwy. & Trans. Auth. Trans. Rev. Series 2000 C, 6% 7/1/29	$ 500,000		$ 543,900
Puerto Rico Commonwealth Infrastructure Fing. Auth. Series 2000 A, 5.5% 10/1/32 (Escrowed to Maturity) (c)	400,000		424,224
			968,124
Rhode Island - 0.2%
Providence Redev. Agcy. Rev. Series A, 5.75% 4/1/29 (AMBAC Insured)	300,000		320,796
South Carolina - 1.7%
Anderson County Joint Muni. Wtr. Sys. Wtrwks. Sys. Rev. 5.5% 7/15/17 (FSA Insured)	1,790,000		1,975,390
Spartanburg County Health Svcs. District, Inc. Hosp. Rev. 5.5% 4/15/18 (FSA Insured)	1,115,000		1,211,849
Tobacco Settlement Rev. Mgmt. Auth. Series 2001 B, 6.375% 5/15/28	455,000		393,916
			3,581,155
Tennessee - 3.0%
Elizabethton Health & Edl. Facilities Board Rev. Series 2000 B:
6% 7/1/12 (MBIA Insured)	2,125,000		2,440,584
6.25% 7/1/13 (MBIA Insured)	2,255,000		2,631,021
Metro. Govt. Nashville & Davidson County Health & Edl. Facilities Board Rev. (Ascension Health Cr. Group Proj.) Series A:
5.875% 11/15/28 (Pre-Refunded to 11/15/09 @ 101) (c)	200,000		227,274
6% 11/15/30 (Pre-Refunded to 11/15/09 @ 101) (c)	200,000		228,480
Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Health Care Proj.) 6.5% 9/1/26	1,000,000		1,083,530
			6,610,889
Texas - 17.0%
Austin Elec. Util. Sys. Rev. 7.25% 11/15/10 (FSA Insured)	1,000,000		1,207,840
Bexar Metro. Wtr. District Wtrwks. Sys. Rev. 5.375% 5/1/19 (FSA Insured)	1,640,000		1,756,227
Comal Independent School District 0% 2/1/16	2,235,000		1,300,345
East Central Independent School District 5.625% 8/15/17 (d)	1,035,000		1,147,494
Garland Independent School District 5.5% 2/15/19	515,000		552,075
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Texas - continued
Harris County Gen. Oblig. 0% 10/1/13 (MBIA Insured)	$ 2,000,000		$ 1,336,420
Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.):
Series 2001 A, 5.5% 2/15/12	1,375,000		1,493,305
5.75% 2/15/20	1,235,000		1,302,431
Houston Arpt. Sys. Rev.:
Series B, 5.5% 7/1/30 (FSA Insured)	600,000		620,604
5.5% 7/1/19 (FSA Insured)	1,500,000		1,600,770
La Joya Independent School District:
5.75% 2/15/17	2,000,000		2,214,540
5.75% 2/15/19	600,000		661,200
Mansfield Independent School District 5.5% 2/15/17	1,650,000		1,800,744
Mercedes Independent School District Series 2000, 5.625% 8/15/15	275,000		304,442
New Braunfels Independent School District 6% 2/1/09	725,000		812,914
Odessa Wtr. & Swr. Rev. 5.5% 4/1/11 (FSA Insured)	750,000		839,318
Red River Ed. Fin. Corp. Ed. Rev. (Hockaday School Proj.) 5.75% 5/15/19	200,000		218,396
Sabine River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.) Series A, 5.5%, tender 11/1/11 (b)	3,000,000		3,181,650
San Antonio Elec. & Gas Systems Rev. 5.375% 2/1/20	3,000,000		3,208,860
San Antonio Independent School District 5.5% 8/15/24	1,000,000		1,049,730
San Benito Consolidated Independent School District 6% 2/15/25	300,000		329,646
Socorro Independent School District 5.375% 8/15/18	1,000,000		1,073,400
Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20	500,000		499,060
Texas Pub. Fin. Auth. Rev. (Texas Parks & Wildlife Dept. Projs.) 5.5% 2/1/12 (FSA Insured)	150,000		163,899
Texas Tpk. Auth. Central Tpk. Sys. Rev.:
5.5% 8/15/39 (AMBAC Insured)	1,875,000		1,946,569
5.75% 8/15/38 (AMBAC Insured)	1,225,000		1,304,441
Texas Tpk. Auth. Dallas North Tollway Rev. 5.25% 1/1/23 (FGIC Insured)	1,000,000		1,026,590
Texas Wtr. Dev. Board Rev. Series B, 5.375% 7/15/16	1,000,000		1,070,490
Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 6% 7/1/27	1,000,000		1,016,300
Univ. of Texas Univ. Revs. (Fing. Sys. Proj.) Series A, 5.5% 8/15/09	100,000		110,679
Waller Consolidated Independent School District 6% 2/15/12 (Pre-Refunded to 2/15/11 @ 100) (c)	175,000		201,997
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Texas - continued
Weatherford Independent School District 0% 2/15/23 (Pre-Refunded to 2/15/10 @ 42.135) (c)	$ 1,500,000		$ 523,095
White Settlement Independent School District 5.75% 8/15/34	1,000,000		1,071,750
			36,947,221
Utah - 1.6%
Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)	3,100,000		3,452,036
Vermont - 0.9%
Univ. of Vermont and State Agricultural College 5.5% 10/1/19 (AMBAC Insured)	1,200,000		1,297,488
Vermont Edl. & Health Bldgs. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):
Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)	300,000		329,835
Series A, 5.75% 12/1/18 (AMBAC Insured)	200,000		222,940
			1,850,263
Washington - 6.7%
Clark County Pub. Util. District #1 Elec. Rev. Series A, 5.5% 1/1/17 (FSA Insured)	1,570,000		1,716,261
Energy Northwest Elec. Rev. (#1 Proj.) Series B, 6% 7/1/17 (MBIA Insured)	2,000,000		2,270,680
King County School District #414, Lake Washington 5.25% 12/1/15	1,000,000		1,062,480
Snohomish County Pub. Hosp. District #2 (Stevens Health Care Proj.) 4.5% 12/1/10 (FGIC Insured)	500,000		527,210
Tacoma Elec. Sys. Rev. Series A, 5.625% 1/1/21 (FSA Insured)	500,000		543,735
Washington Gen. Oblig. Series 2001 C, 5.25% 1/1/16	1,000,000		1,077,550
Washington Health Care Facilities Auth. Rev. (Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)	1,750,000		1,924,580
Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev.:
Series A, 5% 7/1/12 (FSA Insured)	3,000,000		3,207,870
5.4% 7/1/12 (FSA Insured)	1,000,000		1,115,080
Yakima County Gen. Oblig. 5.25% 12/1/15 (AMBAC Insured)	1,000,000		1,082,780
			14,528,226
Municipal Bonds - continued
	Principal Amount		Value (Note 1)
Wisconsin - 2.1%
Douglas County Gen. Oblig. 5.5% 2/1/18 (FGIC Insured)	$ 1,870,000		$ 2,036,318
Wisconsin Health & Edl. Facilities Auth. Rev.:
(Marshfield Clinic Proj.) Series B, 6% 2/15/25	1,000,000		1,015,050
(Wheaton Franciscan Svcs., Inc. Proj.):
5.75% 8/15/30	1,000,000		1,027,220
6.25% 8/15/22	500,000		534,810
			4,613,398
Wyoming - 1.1%
Gillette Spl. Purp. Wtr. & Swr. Utils. Sys. Rev. 7.7% 12/1/10 (Escrowed to Maturity) (c)	1,890,000		2,280,890
TOTAL INVESTMENT PORTFOLIO - 96.0% (Cost $203,872,930)			208,214,264
NET OTHER ASSETS - 4.0%			8,714,580
NET ASSETS - 100%		$ 216,928,844

Legend

(a) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $1,147,494 or 0.5% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost
East Central Independent School District 5.625% 8/15/17	8/16/02	$ 1,140,280

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations	39.4%
Electric Utilities	15.5%
Health Care	14.3%
Transportation	8.3%
Water & Sewer	5.4%
Special Tax	5.3%
Others* (individually less than 5%)	11.8%
	100.0%

*Includes net other assets

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (cost $203,872,930) - See accompanying schedule		$ 208,214,264
Cash		10,816,311
Receivable for fund shares sold		41,595
Interest receivable		2,476,872
Prepaid expenses		435
Receivable from investment adviser for expense reductions		41,548
Other receivables		6,316
Total assets		221,597,341

Liabilities
Payable for investments purchased Regular delivery	$ 215,496
Delayed delivery	4,137,841
Payable for fund shares redeemed	25,588
Distributions payable	186,704
Accrued management fee	66,908
Other affiliated payables	15,982
Other payables and accrued expenses	19,978
Total liabilities		4,668,497

Net Assets		$ 216,928,844
Net Assets consist of:
Paid in capital		$ 212,077,390
Distributions in excess of net investment income		(1,231)
Accumulated undistributed net realized gain (loss) on investments		511,351
Net unrealized appreciation (depreciation) on investments		4,341,334
Net Assets, for 20,581,271 shares outstanding		$ 216,928,844
Net Asset Value, offering price and redemption price per share ($216,928,844 ÷ 20,581,271 shares)		$ 10.54

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Six months ended July 31, 2004 (Unaudited)

Investment Income
Interest		$ 4,804,521

Expenses
Management fee	$ 414,985
Transfer agent fees	71,345
Accounting fees and expenses	30,786
Non-interested trustees' compensation	550
Custodian fees and expenses	4,423
Registration fees	16,063
Audit	17,784
Legal	4,383
Miscellaneous	1,193
Total expenses before reductions	561,512
Expense reductions	(295,284)	266,228
Net investment income (loss)		4,538,293
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		537,744
Change in net unrealized appreciation (depreciation) on investment securities		(6,465,247)
Net gain (loss)		(5,927,503)
Net increase (decrease) in net assets resulting from operations		$ (1,389,210)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,538,293	$ 9,835,232
Net realized gain (loss)	537,744	2,827,354
Change in net unrealized appreciation (depreciation)	(6,465,247)	3,501,239
Net increase (decrease) in net assets resulting from operations	(1,389,210)	16,163,825
Distributions to shareholders from net investment income	(4,547,169)	(9,825,846)
Distributions to shareholders from net realized gain	(217,140)	(2,502,717)
Total distributions	(4,764,309)	(12,328,563)
Share transactions Net proceeds from sales of shares	56,497,550	109,076,206
Reinvestment of distributions	3,611,863	9,472,572
Cost of shares redeemed	(61,471,646)	(151,390,230)
Net increase (decrease) in net assets resulting from share transactions	(1,362,233)	(32,841,452)
Redemption fees	5,822	14,003
Total increase (decrease) in net assets	(7,509,930)	(28,992,187)

Net Assets
Beginning of period	224,438,774	253,430,961
End of period (including distributions in excess of net investment income of $1,231 and undistributed net investment income of $7,645, respectively)	$ 216,928,844	$ 224,438,774
Other Information Shares
Sold	5,279,340	10,140,946
Issued in reinvestment of distributions	339,634	882,955
Redeemed	(5,802,000)	(14,176,365)
Net increase (decrease)	(183,026)	(3,152,464)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002^E
Selected Per-Share Data
Net asset value, beginning of period	$ 10.81	$ 10.60	$ 10.24	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.218	.444	.432	.352
Net realized and unrealized gain (loss)	(.259)	.329	.384	.245
Total from investment operations	(.041)	.773	.816	.597
Distributions from net investment income	(.219)	(.444)	(.434)	(.350)
Distributions from net realized gain	(.010)	(.120)	(.023)	(.008)
Total distributions	(.229)	(.564)	(.457)	(.358)
Redemption fees added to paid in capital^D	-^G	.001	.001	.001
Net asset value, end of period	$ 10.54	$ 10.81	$ 10.60	$ 10.24
Total Return^{B, C}	(.38)%	7.47%	8.13%	6.05%
Ratios to Average Net Assets^F
Expenses before expense reductions	.51%^A	.54%	.52%	.66%^A
Expenses net of voluntary waivers, if any	.25%^A	.25%	.18%	.10%^A
Expenses net of all reductions	.24%^A	.23%	.14%	.06%^A
Net investment income (loss)	4.12%^A	4.14%	4.13%	4.30%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 216,929	$ 224,439	$ 253,431	$ 159,357
Portfolio turnover rate	31%^A	17%	28%	28%^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E For the period April 10, 2001 (commencement of operations) to January 31, 2002.

^F Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

^G Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2004 (Unaudited)

1. Significant Accounting Policies.

Spartan Tax-Free Bond Fund (the fund) is a fund of Fidelity Devonshire Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to short-term capital gains and market discount.

The fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the Internal Revenue Service (IRS) will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation	$ 6,029,388
Unrealized depreciation	(1,660,735)
Net unrealized appreciation (depreciation)	$ 4,368,653
Cost for federal income tax purposes	$ 203,845,611

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a redemption fee equal to .50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a

Semiannual Report

2. Operating Policies - continued

Delayed Delivery Transactions and When-Issued Securities - continued

delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $33,469,266 and $34,798,380, respectively.

4. Fees and Other Transactions with Affiliates.

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent and shareholder servicing agent for the fund. Citibank has entered into a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC performs the activities associated with the fund's transfer and shareholder servicing agent and accounting functions. The fund pays account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. The accounting fee is based on the level of average net assets for the month. For the period, the transfer agent fees were equivalent to an annualized rate of .06% of average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Expense Reductions.

FMR agreed to reimburse the fund to the extent annual operating expenses exceeded .25% of average net assets. Some expenses, for example interest expense, are excluded from this reimbursement. During the period, this reimbursement reduced the fund's expenses by $286,671.

In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $1,568 and $7,045, respectively.

Semiannual Report

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Semiannual Report

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Semiannual Report

Investment Adviser

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Fidelity® Structured Large Cap Value

Fidelity Structured Mid Cap Value

Fidelity Structured Large Cap Growth

Fidelity Structured Mid Cap Growth

Funds

Semiannual Report

July 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Shareholder Expense Example	<Click Here>	An example of shareholder expenses.

Fidelity Structured Large Cap Value Fund	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements

Fidelity Structured Mid Cap Value Fund	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements

Fidelity Structured Large Cap Growth Fund	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements

Fidelity Structured Mid Cap Growth Fund	<Click Here>	Investment Changes
	<Click Here>	Investments
	<Click Here>	Financial Statements

Notes	<Click Here>	Notes to the Financial Statements

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Commencing with the fiscal quarter ending October 31, 2004, each fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. Each fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of each fund's portfolio holdings, view each fund's most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

Neither the funds nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2004 to July 31, 2004).

Actual Expenses

The first line of the table below for each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below for each fund provides information about hypothetical account values and hypothetical expenses based on a fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

	Beginning Account Value February 1, 2004	Ending Account Value July 31, 2004	Expenses Paid During Period* February 1, 2004 to July 31, 2004
Fidelity Structured Large Cap Value Fund
Actual	$ 1,000.00	$ 1,031.00	$ 5.86
Hypothetical^A	$ 1,000.00	$ 1,019.16	$ 5.84
Fidelity Structured Mid Cap Value Fund
Actual	$ 1,000.00	$ 1,013.80	$ 4.36
Hypothetical^A	$ 1,000.00	$ 1,020.62	$ 4.38
Fidelity Structured Large Cap Growth Fund
Actual	$ 1,000.00	$ 964.20	$ 5.86
Hypothetical^A	$ 1,000.00	$ 1,018.96	$ 6.04
Fidelity Structured Mid Cap Growth Fund
Actual	$ 1,000.00	$ 951.10	$ 4.80
Hypothetical^A	$ 1,000.00	$ 1,020.02	$ 4.98

^A5% return per year before expenses

*Expenses are equal to each Fund's annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio
Fidelity Structured Large Cap Value Fund	1.16%
Fidelity Structured Mid Cap Value Fund	.87%
Fidelity Structured Large Cap Growth Fund	1.20%
Fidelity Structured Mid Cap Growth Fund	.99%

Semiannual Report

Fidelity Structured Large Cap Value Fund

Investment Changes

Top Ten Stocks as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	4.6	5.0
General Electric Co.	4.6	0.0
Citigroup, Inc.	3.6	4.8
iShares Russell 1000 Value Index Fund	2.3	3.3
Bank of America Corp.	2.3	2.6
SBC Communications, Inc.	2.0	1.9
Wells Fargo & Co.	1.9	1.9
Countrywide Financial Corp.	1.4	0.4
Microsoft Corp.	1.4	0.0
MBNA Corp.	1.4	0.2
	25.5
Top Five Market Sectors as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	32.3	33.3
Industrials	11.3	8.7
Energy	11.2	10.4
Consumer Discretionary	10.5	12.1
Information Technology	6.4	5.9

Asset Allocation (% of fund's net assets)
As of July 31, 2004*			As of January 31, 2004**
	Stocks and Investment Companies 99.1%			Stocks and Investment Companies 99.3%
	Short-Term Investments and Net Other Assets 0.9%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		1.5%	** Foreign investments		1.5%

Semiannual Report

Fidelity Structured Large Cap Value Fund

Investments July 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.8%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 10.5%
Auto Components - 0.7%
Superior Industries International, Inc.	9,800		$ 320,362
Automobiles - 0.7%
Harley-Davidson, Inc.	5,990		358,621
Hotels, Restaurants & Leisure - 1.0%
Outback Steakhouse, Inc.	11,700		475,137
Household Durables - 1.7%
KB Home	6,500		416,325
Yankee Candle Co., Inc. (a)	13,550		393,221
			809,546
Media - 0.9%
Omnicom Group, Inc.	5,950		428,519
Specialty Retail - 2.6%
Abercrombie & Fitch Co. Class A	7,650		282,132
AutoZone, Inc. (a)	2,700		208,440
Home Depot, Inc.	14,400		485,568
TJX Companies, Inc.	11,800		276,946
			1,253,086
Textiles Apparel & Luxury Goods - 2.9%
Jones Apparel Group, Inc.	9,450		352,958
NIKE, Inc. Class B	2,400		174,504
Polo Ralph Lauren Corp. Class A	13,100		431,776
Timberland Co. Class A (a)	7,400		429,496
			1,388,734
TOTAL CONSUMER DISCRETIONARY			5,034,005
CONSUMER STAPLES - 5.4%
Beverages - 0.7%
Constellation Brands, Inc. Class A (sub. vtg.) (a)	8,650		327,662
Food & Staples Retailing - 2.8%
BJ's Wholesale Club, Inc. (a)	14,500		337,995
CVS Corp.	5,900		247,033
Safeway, Inc. (a)	18,100		382,453
Wal-Mart Stores, Inc.	7,400		392,274
			1,359,755
Food Products - 0.2%
Del Monte Foods Co. (a)	9,980		105,189
Household Products - 0.7%
Colgate-Palmolive Co.	6,200		329,840
Tobacco - 1.0%
Altria Group, Inc.	9,580		456,008
TOTAL CONSUMER STAPLES			2,578,454
ENERGY - 11.2%
Oil & Gas - 11.2%
Anadarko Petroleum Corp.	6,800		406,572
Apache Corp.	8,540		397,366
ChevronTexaco Corp.	5,100		487,815

	Shares		Value (Note 1)
Exxon Mobil Corp.	47,930		$ 2,219,158
Newfield Exploration Co. (a)	4,970		293,578
Occidental Petroleum Corp.	12,340		607,992
Pogo Producing Co.	10,540		467,765
Stone Energy Corp. (a)	5,250		237,510
Valero Energy Corp.	2,980		223,262
			5,341,018
FINANCIALS - 32.3%
Capital Markets - 1.9%
Bear Stearns Companies, Inc.	5,600		467,152
Federated Investors, Inc. Class B (non-vtg.)	15,300		430,083
			897,235
Commercial Banks - 5.1%
Bank of America Corp.	13,080		1,111,931
Banknorth Group, Inc.	13,600		433,976
Wells Fargo & Co.	15,310		878,947
			2,424,854
Consumer Finance - 2.3%
Capital One Financial Corp.	6,500		450,580
MBNA Corp.	27,000		666,630
			1,117,210
Diversified Financial Services - 4.3%
Citigroup, Inc.	39,160		1,726,564
J.P. Morgan Chase & Co.	9,000		335,970
			2,062,534
Insurance - 10.7%
ACE Ltd.	8,100		328,779
AMBAC Financial Group, Inc.	7,600		540,436
Aon Corp.	8,300		219,452
Erie Indemnity Co. Class A	5,720		259,230
Everest Re Group Ltd.	5,400		396,792
Fidelity National Financial, Inc.	17,440		632,200
HCC Insurance Holdings, Inc.	12,880		390,264
Hilb Rogal & Hobbs Co.	12,300		413,157
MBIA, Inc.	7,790		420,504
Nationwide Financial Services, Inc. Class A (sub. vtg.)	5,900		209,273
Old Republic International Corp.	18,000		419,220
StanCorp Financial Group, Inc.	5,300		372,590
Torchmark Corp.	10,000		522,800
			5,124,697
Real Estate - 0.7%
Apartment Investment & Management Co. Class A	10,500		335,685
Thrifts & Mortgage Finance - 7.3%
Countrywide Financial Corp.	9,699		699,298
Doral Financial Corp.	11,740		460,795
Fannie Mae	4,500		319,320
Freddie Mac	6,000		385,860
Golden West Financial Corp., Delaware	3,400		363,494
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
New York Community Bancorp, Inc.	13,910		$ 267,628
Provident Financial Services, Inc.	12,745		224,949
Radian Group, Inc.	11,300		520,026
The PMI Group, Inc.	6,600		272,118
			3,513,488
TOTAL FINANCIALS			15,475,703
HEALTH CARE - 5.0%
Health Care Providers & Services - 3.6%
Coventry Health Care, Inc. (a)	4,600		235,106
Health Management Associates, Inc. Class A	20,580		412,835
Laboratory Corp. of America Holdings (a)	10,000		391,600
Lincare Holdings, Inc. (a)	13,000		415,220
Universal Health Services, Inc. Class B	6,000		273,060
			1,727,821
Pharmaceuticals - 1.4%
Merck & Co., Inc.	14,450		655,308
TOTAL HEALTH CARE			2,383,129
INDUSTRIALS - 11.3%
Aerospace & Defense - 0.6%
United Defense Industries, Inc. (a)	9,000		311,850
Airlines - 0.5%
ExpressJet Holdings, Inc. Class A (a)	20,800		226,720
Building Products - 1.0%
Masco Corp.	15,200		459,648
Commercial Services & Supplies - 2.9%
Cendant Corp.	17,200		393,536
Equifax, Inc.	14,300		344,916
H&R Block, Inc.	13,060		641,638
			1,380,090
Construction & Engineering - 0.8%
Jacobs Engineering Group, Inc. (a)	9,900		395,802
Industrial Conglomerates - 5.5%
General Electric Co.	66,450		2,209,463
Tyco International Ltd.	14,100		437,100
			2,646,563
TOTAL INDUSTRIALS			5,420,673
INFORMATION TECHNOLOGY - 6.4%
Communications Equipment - 0.6%
Black Box Corp.	7,200		273,600

	Shares		Value (Note 1)
IT Services - 3.4%
Affiliated Computer Services, Inc. Class A (a)	8,570		$ 444,783
Computer Sciences Corp. (a)	9,600		453,600
First Data Corp.	6,800		303,348
SunGard Data Systems, Inc. (a)	17,700		412,587
			1,614,318
Software - 2.4%
Microsoft Corp.	23,860		679,056
Reynolds & Reynolds Co. Class A	10,400		229,840
Synopsys, Inc. (a)	10,800		273,132
			1,182,028
TOTAL INFORMATION TECHNOLOGY			3,069,946
MATERIALS - 4.1%
Chemicals - 3.2%
Cytec Industries, Inc.	3,600		167,760
Dow Chemical Co.	13,050		520,565
Headwaters, Inc. (a)	5,600		155,344
International Flavors & Fragrances, Inc.	8,600		314,244
Sensient Technologies Corp.	19,000		392,160
			1,550,073
Containers & Packaging - 0.9%
Bemis Co., Inc.	16,300		431,624
TOTAL MATERIALS			1,981,697
TELECOMMUNICATION SERVICES - 5.7%
Diversified Telecommunication Services - 4.4%
ALLTEL Corp.	10,700		556,400
CenturyTel, Inc.	13,600		421,464
Qwest Communications International, Inc. (a)	43,100		167,659
SBC Communications, Inc.	37,630		953,544
			2,099,067
Wireless Telecommunication Services - 1.3%
Nextel Communications, Inc. Class A (a)	21,500		489,340
NII Holdings, Inc. (a)	3,450		131,169
			620,509
TOTAL TELECOMMUNICATION SERVICES			2,719,576
UTILITIES - 4.9%
Electric Utilities - 2.2%
FirstEnergy Corp.	11,550		451,605
FPL Group, Inc.	5,000		336,650
PPL Corp.	6,340		293,859
			1,082,114
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - continued
Gas Utilities - 1.4%
KeySpan Corp.	9,000		$ 323,910
UGI Corp.	10,400		336,856
			660,766
Multi-Utilities & Unregulated Power - 1.3%
National Fuel Gas Co.	12,270		313,376
Public Service Enterprise Group, Inc.	7,500		292,500
			605,876
TOTAL UTILITIES			2,348,756
TOTAL COMMON STOCKS (Cost $45,890,263)		46,352,957
Investment Companies - 2.3%

iShares Russell 1000 Value Index Fund (Cost $1,089,248)	18,754		1,112,112
Money Market Funds - 1.1%

Fidelity Cash Central Fund, 1.33% (b) (Cost $510,263)	510,263		510,263
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $47,489,774)			47,975,332
NET OTHER ASSETS - (0.2)%			(99,140)
NET ASSETS - 100%		$ 47,876,192

Legend

(a) Non-income producing

Income Tax Information

At January 31, 2004, the fund had a capital loss carryforward of approximately $1,710,000 of which $1,080,000 and $630,000 will expire on January 31, 2011 and 2012, respectively.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Large Cap Value Fund

Financial Statements

Statement of Assets and Liabilities

July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (cost $47,489,774) - See accompanying schedule		$ 47,975,332
Receivable for fund shares sold		553,625
Dividends receivable		38,420
Interest receivable		716
Prepaid expenses		37
Other affiliated receivables		1
Other receivables		3,049
Total assets		48,571,180

Liabilities
Payable for investments purchased	$ 636,826
Payable for fund shares redeemed	3,308
Accrued management fee	20,173
Other affiliated payables	14,433
Other payables and accrued expenses	20,248
Total liabilities		694,988

Net Assets		$ 47,876,192
Net Assets consist of:
Paid in capital		$ 45,764,435
Undistributed net investment income		64,304
Accumulated undistributed net realized gain (loss) on investments		1,561,895
Net unrealized appreciation (depreciation) on investments		485,558
Net Assets, for 4,362,916 shares outstanding		$ 47,876,192
Net Asset Value, offering price and redemption price per share ($47,876,192 ÷ 4,362,916 shares)		$ 10.97

Statement of Operations

Six months ended July 31, 2004 (Unaudited)

Investment Income
Dividends		$ 260,907
Interest		2,921
Total income		263,828

Expenses
Management fee Basic fee	$ 99,967
Performance adjustment	(7,698)
Transfer agent fees	57,995
Accounting fees and expenses	15,002
Non-interested trustees' compensation	79
Custodian fees and expenses	5,957
Registration fees	12,239
Audit	18,034
Legal	643
Miscellaneous	167
Total expenses before reductions	202,385
Expense reductions	(4,239)	198,146
Net investment income (loss)		65,682
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		3,383,100
Change in net unrealized appreciation (depreciation) on investment securities		(2,570,762)
Net gain (loss)		812,338
Net increase (decrease) in net assets resulting from operations		$ 878,020

See accompanying notes which are an integral part of the financial statements.

Statement of Changes in Net Assets

	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 65,682	$ 191,712
Net realized gain (loss)	3,383,100	(258,235)
Change in net unrealized appreciation (depreciation)	(2,570,762)	5,392,864
Net increase (decrease) in net assets resulting from operations	878,020	5,326,341
Distributions to shareholders from net investment income	-	(194,730)
Share transactions Net proceeds from sales of shares	30,414,606	10,683,766
Reinvestment of distributions	-	184,990
Cost of shares redeemed	(8,587,606)	(6,415,646)
Net increase (decrease) in net assets resulting from share transactions	21,827,000	4,453,110
Redemption fees	2,753	1,792
Total increase (decrease) in net assets	22,707,773	9,586,513
Net Assets
Beginning of period	25,168,419	15,581,906
End of period (including undistributed net investment income of $64,304 and distributions in excess of net investment income of $1,378, respectively)	$ 47,876,192	$ 25,168,419
Other Information Shares
Sold	2,787,970	1,125,836
Issued in reinvestment of distributions	-	19,005
Redeemed	(789,914)	(686,133)
Net increase (decrease)	1,998,056	458,708

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002^E
Selected Per-Share Data
Net asset value, beginning of period	$ 10.64	$ 8.17	$ 10.17	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.02	.09	.08	.01
Net realized and unrealized gain (loss)	.31	2.47	(2.00)	.17
Total from investment operations	.33	2.56	(1.92)	.18
Distributions from net investment income	-	(.09)	(.08)	(.01)
Redemption fees added to paid in capital^D	-^G	-^G	-^G	-
Net asset value, end of period	$ 10.97	$ 10.64	$ 8.17	$ 10.17
Total Return^B,C	3.10%	31.44%	(18.92)%	1.80%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.16%^A	1.45%	1.83%	3.13%^A
Expenses net of voluntary waivers, if any	1.16%^A	1.20%	1.20%	1.20%^A
Expenses net of all reductions	1.14%^A	1.18%	1.19%	1.20%^A
Net investment income (loss)	.38%^A	.99%	.90%	.55%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 47,876	$ 25,168	$ 15,582	$ 11,684
Portfolio turnover rate	237%^A	72%	95%	81%^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E For the period November 15, 2001 (commencement of operations) to January 31, 2002.

^G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Mid Cap Value Fund

Investment Changes

Top Ten Stocks as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
iShares Russell Midcap Value Index Fund	3.7	1.5
PG&E Corp.	1.2	1.3
Countrywide Financial Corp.	1.0	1.2
AMBAC Financial Group, Inc.	1.0	0.9
FPL Group, Inc.	0.9	0.0
Computer Sciences Corp.	0.9	0.8
Limited Brands, Inc.	0.9	0.2
Fidelity National Financial, Inc.	0.9	0.9
Bear Stearns Companies, Inc.	0.9	0.6
MBIA, Inc.	0.9	0.9
	12.3
Top Five Market Sectors as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	29.2	29.5
Consumer Discretionary	15.0	14.6
Utilities	11.4	9.9
Industrials	8.0	7.6
Information Technology	7.6	12.1

Asset Allocation (% of fund's net assets)
As of July 31, 2004*			As of January 31, 2004**
	Stocks and Investment Companies 99.1%			Stocks and Investment Companies 98.4%
	Short-Term Investments and Net Other Assets 0.9%			Short-Term Investments and Net Other Assets 1.6%
* Foreign investments		3.2%	** Foreign investments		0.6%

Semiannual Report

Fidelity Structured Mid Cap Value Fund

Showing Percentage of Net Assets

Investments July 31, 2004 (Unaudited)

Common Stocks - 95.4%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 15.0%
Auto Components - 1.7%
American Axle & Manufacturing Holdings, Inc.	12,180		$ 418,383
Johnson Controls, Inc.	5,800		327,410
Lear Corp.	4,000		220,520
Superior Industries International, Inc.	9,800		320,362
			1,286,675
Automobiles - 0.5%
Harley-Davidson, Inc.	6,200		371,194
Hotels, Restaurants & Leisure - 1.1%
Outback Steakhouse, Inc.	11,500		467,015
Wendy's International, Inc.	10,870		388,820
			855,835
Household Durables - 2.8%
D.R. Horton, Inc.	11,800		326,034
KB Home	3,500		224,175
Lennar Corp. Class A	9,180		391,802
Mohawk Industries, Inc. (a)	3,100		227,974
Pulte Homes, Inc.	5,080		277,520
Ryland Group, Inc.	3,700		286,454
Yankee Candle Co., Inc. (a)	12,900		374,358
			2,108,317
Leisure Equipment & Products - 0.3%
Polaris Industries, Inc.	4,500		215,100
Multiline Retail - 0.5%
Dollar Tree Stores, Inc. (a)	14,100		379,431
Specialty Retail - 5.5%
Abercrombie & Fitch Co. Class A	10,400		383,552
AutoZone, Inc. (a)	4,900		378,280
Borders Group, Inc.	16,500		377,355
Christopher & Banks Corp.	21,000		343,770
Limited Brands, Inc.	34,190		698,844
Linens 'N Things, Inc. (a)	13,100		348,722
Office Depot, Inc. (a)	29,790		488,556
Pier 1 Imports, Inc.	17,600		315,568
Rent-A-Center, Inc. (a)	11,300		331,542
TJX Companies, Inc.	14,100		330,927
Zale Corp. (a)	7,000		189,980
			4,187,096
Textiles Apparel & Luxury Goods - 2.6%
Columbia Sportswear Co. (a)	5,600		306,600
Jones Apparel Group, Inc.	10,500		392,175
Liz Claiborne, Inc.	13,600		492,184
Polo Ralph Lauren Corp. Class A	9,700		319,712
Timberland Co. Class A (a)	7,300		423,692
			1,934,363
TOTAL CONSUMER DISCRETIONARY			11,338,011

	Shares		Value (Note 1)
CONSUMER STAPLES - 5.1%
Beverages - 0.7%
Constellation Brands, Inc. Class A (sub. vtg.) (a)	14,200		$ 537,896
Food & Staples Retailing - 1.6%
BJ's Wholesale Club, Inc. (a)	20,300		473,193
CVS Corp.	7,350		307,745
Safeway, Inc. (a)	19,900		420,487
			1,201,425
Food Products - 2.4%
Dean Foods Co. (a)	9,445		349,276
Del Monte Foods Co. (a)	29,600		311,984
Fresh Del Monte Produce, Inc.	11,100		294,705
Kraft Foods, Inc. Class A	12,200		372,710
Smithfield Foods, Inc. (a)	6,200		175,708
The J.M. Smucker Co.	8,300		347,023
			1,851,406
Tobacco - 0.4%
UST, Inc.	8,000		303,600
TOTAL CONSUMER STAPLES			3,894,327
ENERGY - 5.2%
Oil & Gas - 5.2%
Apache Corp.	9,520		442,966
Encore Acquisition Co. (a)	10,800		318,276
GulfTerra Energy Partners LP	8,500		324,700
Houston Exploration Co. (a)	2,900		156,600
Newfield Exploration Co. (a)	7,200		425,304
Occidental Petroleum Corp.	7,800		384,306
Pogo Producing Co.	8,100		359,478
St. Mary Land & Exploration Co.	8,500		291,635
Stone Energy Corp. (a)	7,600		343,824
TC Pipelines LP	4,700		160,970
Teekay Shipping Corp.	9,800		389,844
Valero Energy Corp.	4,700		352,124
			3,950,027
FINANCIALS - 29.2%
Capital Markets - 2.2%
Bear Stearns Companies, Inc.	8,100		675,702
Federated Investors, Inc. Class B (non-vtg.)	14,890		418,558
Janus Capital Group, Inc.	19,000		251,940
Waddell & Reed Financial, Inc. Class A	16,680		323,926
			1,670,126
Commercial Banks - 1.1%
Banknorth Group, Inc.	16,100		513,751
Commerce Bancorp, Inc., New Jersey	5,600		281,904
			795,655
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Consumer Finance - 1.3%
Capital One Financial Corp.	6,100		$ 422,852
MBNA Corp.	22,500		555,525
			978,377
Insurance - 12.6%
ACE Ltd.	8,000		324,720
AMBAC Financial Group, Inc.	10,270		730,300
Aon Corp.	17,500		462,700
Arthur J. Gallagher & Co.	9,800		303,506
Cincinnati Financial Corp.	6,900		275,172
Everest Re Group Ltd.	6,800		499,664
Fidelity National Financial, Inc.	18,977		687,916
First American Corp., California	13,700		367,982
HCC Insurance Holdings, Inc.	14,260		432,078
Hilb Rogal & Hobbs Co.	13,000		436,670
Markel Corp. (a)	700		197,750
MBIA, Inc.	12,060		650,999
Old Republic International Corp.	16,900		393,601
PartnerRe Ltd.	9,200		481,252
Protective Life Corp.	14,100		511,125
Reinsurance Group of America, Inc.	10,800		430,380
St. Paul Travelers Companies, Inc.	10,700		396,649
StanCorp Financial Group, Inc.	7,700		541,310
Torchmark Corp.	12,000		627,360
W.R. Berkley Corp.	9,500		388,930
XL Capital Ltd. Class A	6,000		424,080
			9,564,144
Real Estate - 5.8%
Apartment Investment & Management Co. Class A	12,800		409,216
Boston Properties, Inc.	5,700		301,530
CarrAmerica Realty Corp.	9,900		301,851
CenterPoint Properties Trust (SBI)	9,200		353,096
Duke Realty Corp.	10,360		318,674
Equity Residential (SBI)	14,740		435,567
Friedman, Billings, Ramsey Group, Inc. Class A	11,300		185,885
Health Care Property Investors, Inc.	12,200		304,512
Manufactured Home Communities, Inc.	9,000		285,210
Reckson Associates Realty Corp.	11,500		318,665
Simon Property Group, Inc.	7,020		362,302
Ventas, Inc.	12,300		313,896
Vornado Realty Trust	8,600		499,574
			4,389,978
Thrifts & Mortgage Finance - 6.2%
Countrywide Financial Corp.	10,300		742,630
Doral Financial Corp.	10,650		418,013
FirstFed Financial Corp., Delaware (a)	6,700		303,577
Flagstar Bancorp, Inc.	11,400		224,238
Fremont General Corp.	8,500		159,630
Independence Community Bank Corp.	10,900		407,006

	Shares		Value (Note 1)
MGIC Investment Corp.	7,900		$ 560,900
New York Community Bancorp, Inc.	20,400		392,496
Radian Group, Inc.	8,800		404,976
Sovereign Bancorp, Inc.	29,530		642,868
The PMI Group, Inc.	9,700		399,931
			4,656,265
TOTAL FINANCIALS			22,054,545
HEALTH CARE - 5.2%
Health Care Providers & Services - 3.9%
AMERIGROUP Corp. (a)	8,900		426,844
AmerisourceBergen Corp.	6,000		324,360
Health Management Associates, Inc. Class A	22,700		455,362
Laboratory Corp. of America Holdings (a)	10,100		395,516
Lincare Holdings, Inc. (a)	12,000		383,280
Renal Care Group, Inc. (a)	9,300		296,298
UnitedHealth Group, Inc.	4,513		283,868
Universal Health Services, Inc. Class B	8,400		382,284
			2,947,812
Pharmaceuticals - 1.3%
King Pharmaceuticals, Inc. (a)	27,800		313,862
Par Pharmaceutical Companies, Inc. (a)	6,800		255,952
Watson Pharmaceuticals, Inc. (a)	15,800		398,318
			968,132
TOTAL HEALTH CARE			3,915,944
INDUSTRIALS - 8.0%
Aerospace & Defense - 0.9%
Alliant Techsystems, Inc. (a)	5,600		352,576
United Defense Industries, Inc. (a)	9,400		325,710
			678,286
Airlines - 0.2%
ExpressJet Holdings, Inc. Class A (a)	13,100		142,790
Building Products - 1.6%
American Standard Companies, Inc. (a)	4,950		187,556
Masco Corp.	16,370		495,029
Universal Forest Products, Inc.	8,900		270,293
USG Corp. (a)	15,500		267,220
			1,220,098
Commercial Services & Supplies - 1.7%
Equifax, Inc.	15,700		378,684
H&R Block, Inc.	12,600		619,038
West Corp. (a)	11,400		285,798
			1,283,520
Construction & Engineering - 1.4%
Dycom Industries, Inc. (a)	11,900		320,586
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Construction & Engineering - continued
Granite Construction, Inc.	20,700		$ 368,253
Jacobs Engineering Group, Inc. (a)	9,000		359,820
			1,048,659
Industrial Conglomerates - 0.5%
Teleflex, Inc.	7,700		342,265
Machinery - 1.5%
AGCO Corp. (a)	15,200		317,984
PACCAR, Inc.	6,800		407,728
SPX Corp.	10,300		421,785
			1,147,497
Trading Companies & Distributors - 0.2%
W.W. Grainger, Inc.	3,300		174,735
TOTAL INDUSTRIALS			6,037,850
INFORMATION TECHNOLOGY - 7.6%
Communications Equipment - 1.0%
Black Box Corp.	6,600		250,800
QLogic Corp. (a)	7,400		180,930
Scientific-Atlanta, Inc.	11,800		362,850
			794,580
Computers & Peripherals - 0.9%
Diebold, Inc.	7,800		359,580
Storage Technology Corp. (a)	11,400		284,430
			644,010
Electronic Equipment & Instruments - 1.1%
Ingram Micro, Inc. Class A (a)	13,500		192,375
Mettler-Toledo International, Inc. (a)	7,300		304,410
Tech Data Corp. (a)	9,220		345,381
			842,166
IT Services - 2.4%
Affiliated Computer Services, Inc. Class A (a)	9,400		487,860
Computer Sciences Corp. (a)	15,100		713,475
SunGard Data Systems, Inc. (a)	19,000		442,890
Syntel, Inc.	11,400		160,854
			1,805,079
Semiconductors & Semiconductor Equipment - 0.4%
Cabot Microelectronics Corp. (a)	8,000		283,920
Software - 1.8%
Reynolds & Reynolds Co. Class A	14,500		320,450
Siebel Systems, Inc. (a)	20,400		164,424
Sybase, Inc. (a)	20,100		292,857
Synopsys, Inc. (a)	16,000		404,640
Take-Two Interactive Software, Inc. (a)	6,700		209,844
			1,392,215
TOTAL INFORMATION TECHNOLOGY			5,761,970

	Shares		Value (Note 1)
MATERIALS - 7.2%
Chemicals - 3.6%
Cytec Industries, Inc.	5,200		$ 242,320
Headwaters, Inc. (a)	13,500		374,490
International Flavors & Fragrances, Inc.	11,500		420,210
PPG Industries, Inc.	8,340		491,643
Praxair, Inc.	12,780		504,171
Sensient Technologies Corp.	17,000		350,880
Sigma Aldrich Corp.	6,100		350,384
			2,734,098
Construction Materials - 1.3%
Cemex SA de CV sponsored ADR	13,400		377,612
Lafarge North America, Inc.	8,100		339,309
Vulcan Materials Co.	5,000		238,100
			955,021
Containers & Packaging - 1.5%
Bemis Co., Inc.	12,400		328,352
Owens-Illinois, Inc. (a)	14,200		208,740
Pactiv Corp. (a)	13,770		324,697
Sealed Air Corp. (a)	5,900		279,896
			1,141,685
Metals & Mining - 0.3%
Phelps Dodge Corp.	3,210		250,187
Paper & Forest Products - 0.5%
Georgia-Pacific Corp.	9,700		325,920
TOTAL MATERIALS			5,406,911
TELECOMMUNICATION SERVICES - 1.5%
Diversified Telecommunication Services - 1.0%
CenturyTel, Inc.	10,800		334,692
Qwest Communications International, Inc. (a)	111,600		434,124
			768,816
Wireless Telecommunication Services - 0.5%
Nextel Communications, Inc. Class A (a)	7,000		159,320
NII Holdings, Inc. (a)	6,100		231,922
			391,242
TOTAL TELECOMMUNICATION SERVICES			1,160,058
UTILITIES - 11.4%
Electric Utilities - 6.1%
Black Hills Corp.	12,300		339,726
Entergy Corp.	5,940		341,550
FirstEnergy Corp.	11,530		450,823
FPL Group, Inc.	10,600		713,698
Korea Electric Power Corp. sponsored ADR	48,900		453,303
PG&E Corp. (a)	30,800		879,032
TXU Corp.	16,400		650,424
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - continued
Electric Utilities - continued
Westar Energy, Inc.	18,800		$ 379,196
Wisconsin Energy Corp.	11,900		382,585
			4,590,337
Gas Utilities - 1.3%
KeySpan Corp.	14,010		504,220
UGI Corp.	15,500		502,045
			1,006,265
Multi-Utilities & Unregulated Power - 4.0%
AES Corp. (a)	45,000		434,250
Constellation Energy Group, Inc.	15,900		612,945
Equitable Resources, Inc.	4,810		246,657
MDU Resources Group, Inc.	20,000		489,000
National Fuel Gas Co.	21,100		538,894
SCANA Corp.	7,300		267,326
Sierra Pacific Resources (a)	54,200		445,524
			3,034,596
TOTAL UTILITIES			8,631,198
TOTAL COMMON STOCKS (Cost $68,951,983)		72,150,841
Investment Companies - 3.7%

iShares Russell Midcap Value Index Fund (Cost $2,787,531)	29,000		2,790,377
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 1.33% (b)	397,148		397,148
Fidelity Securities Lending Cash Central Fund, 1.32% (b)(c)	745,000		745,000
TOTAL MONEY MARKET FUNDS (Cost $1,142,148)		1,142,148
TOTAL INVESTMENT PORTFOLIO - 100.6% (Cost $72,881,662)			76,083,366
NET OTHER ASSETS - (0.6)%			(489,223)
NET ASSETS - 100%		$ 75,594,143

Legend

(a) Non-income producing

Income Tax Information

At January 31, 2004, the fund had a capital loss carryforward of approximately $4,841,000 of which $2,580,000 and $2,261,000 will expire on January 31, 2011 and 2012, respectively.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Mid Cap Value Fund

Financial Statements

Statement of Assets and Liabilities

July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $727,800) (cost $72,881,662) - See accompanying schedule		$ 76,083,366
Cash		114,837
Receivable for fund shares sold		240,697
Dividends receivable		36,989
Interest receivable		545
Prepaid expenses		80
Other affiliated receivables		29
Other receivables		2,745
Total assets		76,479,288

Liabilities
Payable for fund shares redeemed	$ 70,733
Accrued management fee	27,754
Other affiliated payables	22,900
Other payables and accrued expenses	18,758
Collateral on securities loaned, at value	745,000
Total liabilities		885,145

Net Assets		$ 75,594,143
Net Assets consist of:
Paid in capital		$ 67,748,951
Undistributed net investment income		208,748
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		4,434,740
Net unrealized appreciation (depreciation) on investments		3,201,704
Net Assets, for 6,053,145 shares outstanding		$ 75,594,143
Net Asset Value, offering price and redemption price per share ($75,594,143 ÷ 6,053,145 shares)		$ 12.49

Statement of Operations

Six months ended July 31, 2004 (Unaudited)

Investment Income
Dividends		$ 562,574
Interest		4,251
Security lending		3,423
Total income		570,248

Expenses
Management fee Basic fee	$ 240,184
Performance adjustment	(48,408)
Transfer agent fees	122,439
Accounting and security lending fees	16,333
Non-interested trustees' compensation	212
Custodian fees and expenses	5,070
Registration fees	8,456
Audit	18,170
Legal	645
Miscellaneous	712
Total expenses before reductions	363,813
Expense reductions	(2,257)	361,556
Net investment income (loss)		208,692
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	9,322,811
Foreign currency transactions	117
Total net realized gain (loss)		9,322,928
Change in net unrealized appreciation (depreciation) on investment securities		(8,282,076)
Net gain (loss)		1,040,852
Net increase (decrease) in net assets resulting from operations		$ 1,249,544

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Mid Cap Value Fund
Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 208,692	$ 267,538
Net realized gain (loss)	9,322,928	362,287
Change in net unrealized appreciation (depreciation)	(8,282,076)	15,535,397
Net increase (decrease) in net assets resulting from operations	1,249,544	16,165,222
Distributions to shareholders from net investment income	-	(251,617)
Share transactions Net proceeds from sales of shares	30,575,082	64,041,116
Reinvestment of distributions	-	233,064
Cost of shares redeemed	(52,040,192)	(20,816,627)
Net increase (decrease) in net assets resulting from share transactions	(21,465,110)	43,457,553
Redemption fees	12,534	6,912
Total increase (decrease) in net assets	(20,203,032)	59,378,070

Net Assets
Beginning of period	95,797,175	36,419,105
End of period (including undistributed net investment income of $208,748 and undistributed net investment income of $56, respectively)	$ 75,594,143	$ 95,797,175
Other Information Shares
Sold	2,438,140	5,573,189
Issued in reinvestment of distributions	-	19,930
Redeemed	(4,160,376)	(1,933,118)
Net increase (decrease)	(1,722,236)	3,660,001

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002^E
Selected Per-Share Data
Net asset value, beginning of period	$ 12.32	$ 8.85	$ 10.59	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.03	.06	.08	.01
Net realized and unrealized gain (loss)	.14	3.45	(1.74)	.59
Total from investment operations	.17	3.51	(1.66)	.60
Distributions from net investment income	-	(.04)	(.08)	(.01)
Redemption fees added to paid in capital^D	-^G	-^G	-^G	-
Net asset value, end of period	$ 12.49	$ 12.32	$ 8.85	$ 10.59
Total Return^B,C	1.38%	39.69%	(15.71)%	6.00%
Ratios to Average Net Assets^F
Expenses before expense reductions	.87%^A	1.07%	1.28%	2.30%^A
Expenses net of voluntary waivers, if any	.87%^A	1.07%	1.20%	1.20%^A
Expenses net of all reductions	.87%^A	1.05%	1.18%	1.20%^A
Net investment income (loss)	.50%^A	.55%	.79%	.59%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 75,594	$ 95,797	$ 36,419	$ 23,773
Portfolio turnover rate	216%^A	97%	113%	68%^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E For the period November 15, 2001 (commencement of operations) to January 31, 2002.

^GAmount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Large Cap Growth Fund

Investment Changes

Top Ten Stocks as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
International Business Machines Corp.	4.0	0.1
Pfizer, Inc.	3.8	4.5
Countrywide Financial Corp.	2.8	0.0
QUALCOMM, Inc.	2.8	0.5
Akamai Technologies, Inc.	2.6	0.1
Microsoft Corp.	2.6	5.7
D.R. Horton, Inc.	2.5	0.0
MBNA Corp.	2.5	0.3
Costco Wholesale Corp.	2.4	0.0
Avon Products, Inc.	2.4	0.0
	28.4
Top Five Market Sectors as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	26.5	28.8
Health Care	22.1	23.8
Consumer Discretionary	14.4	10.4
Consumer Staples	12.6	11.3
Financials	10.1	7.3

Asset Allocation (% of fund's net assets)
As of July 31, 2004 *			As of January 31, 2004 **
	Stocks 97.9%			Stocks 97.7%
	Short-Term Investments and Net Other Assets 2.1%			Short-Term Investments and Net Other Assets 2.3%
* Foreign investments		3.6%	** Foreign investments		1.0%

Semiannual Report

Fidelity Structured Large Cap Growth Fund

Investments July 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.9%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 14.4%
Hotels, Restaurants & Leisure - 0.4%
MGM MIRAGE (a)	2,900		$ 128,035
Household Durables - 5.8%
D.R. Horton, Inc.	32,000		884,160
KB Home	11,400		730,170
M.D.C. Holdings, Inc.	6,300		423,045
			2,037,375
Multiline Retail - 0.7%
Nordstrom, Inc.	5,400		237,060
Specialty Retail - 5.5%
Aeropostale, Inc. (a)	27,600		841,248
AnnTaylor Stores Corp. (a)	17,200		461,648
Gap, Inc.	27,000		612,900
			1,915,796
Textiles Apparel & Luxury Goods - 2.0%
Timberland Co. Class A (a)	12,300		713,892
TOTAL CONSUMER DISCRETIONARY			5,032,158
CONSUMER STAPLES - 12.6%
Beverages - 0.4%
PepsiCo, Inc.	2,600		130,000
Food & Staples Retailing - 4.4%
Costco Wholesale Corp.	20,800		845,728
Wal-Mart Stores, Inc.	13,200		699,732
			1,545,460
Food Products - 3.4%
Bunge Ltd.	11,400		457,482
Corn Products International, Inc.	10,400		448,448
Kellogg Co.	7,300		304,118
			1,210,048
Personal Products - 4.4%
Avon Products, Inc.	19,600		842,996
Estee Lauder Companies, Inc. Class A	4,500		197,550
Gillette Co.	12,700		495,046
			1,535,592
TOTAL CONSUMER STAPLES			4,421,100
ENERGY - 1.4%
Oil & Gas - 1.4%
Overseas Shipholding Group, Inc.	3,300		148,203
Quicksilver Resources, Inc. (a)	7,700		243,859
Valero Energy Corp.	1,400		104,888
			496,950
FINANCIALS - 10.1%
Capital Markets - 1.1%
Ameritrade Holding Corp. (a)	35,400		392,586
Commercial Banks - 0.7%
Wachovia Corp.	5,100		225,981

	Shares		Value (Note 1)
Consumer Finance - 2.5%
MBNA Corp.	35,600		$ 878,964
Insurance - 3.0%
ACE Ltd.	19,700		799,623
American International Group, Inc.	3,400		240,210
			1,039,833
Thrifts & Mortgage Finance - 2.8%
Countrywide Financial Corp.	13,800		994,980
TOTAL FINANCIALS			3,532,344
HEALTH CARE - 22.1%
Biotechnology - 5.2%
Genentech, Inc. (a)	10,300		501,404
ImClone Systems, Inc. (a)	11,000		648,120
Invitrogen Corp. (a)	13,000		682,240
			1,831,764
Health Care Equipment & Supplies - 3.8%
Bausch & Lomb, Inc.	4,900		301,791
Biomet, Inc.	11,500		505,885
Medtronic, Inc.	8,600		427,162
ResMed, Inc. (a)	2,000		98,000
			1,332,838
Health Care Providers & Services - 4.4%
Coventry Health Care, Inc. (a)	6,900		352,659
IMS Health, Inc.	6,100		147,864
Laboratory Corp. of America Holdings (a)	17,700		693,132
PacifiCare Health Systems, Inc. (a)	2,500		76,425
UnitedHealth Group, Inc.	4,004		251,852
			1,521,932
Pharmaceuticals - 8.7%
Johnson & Johnson	14,200		784,834
Merck & Co., Inc.	7,700		349,195
Pfizer, Inc.	41,960		1,341,042
Sepracor, Inc. (a)	12,700		583,819
			3,058,890
TOTAL HEALTH CARE			7,745,424
INDUSTRIALS - 8.4%
Air Freight & Logistics - 1.5%
J.B. Hunt Transport Services, Inc.	13,805		530,250
Building Products - 0.9%
Masco Corp.	10,600		320,544
Commercial Services & Supplies - 0.6%
H&R Block, Inc.	3,900		191,607
Industrial Conglomerates - 1.4%
Tyco International Ltd.	16,300		505,300
Machinery - 2.8%
Briggs & Stratton Corp.	7,400		617,900
Joy Global, Inc.	4,720		140,137
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Machinery - continued
SPX Corp.	300		$ 12,285
Toro Co.	3,300		216,150
			986,472
Road & Rail - 1.2%
Norfolk Southern Corp.	15,700		419,033
TOTAL INDUSTRIALS			2,953,206
INFORMATION TECHNOLOGY - 26.5%
Communications Equipment - 7.2%
Cisco Systems, Inc. (a)	39,900		832,314
Motorola, Inc.	45,800		729,594
QUALCOMM, Inc.	14,100		974,028
			2,535,936
Computers & Peripherals - 4.0%
International Business Machines Corp.	16,000		1,393,118
Electronic Equipment & Instruments - 0.6%
Avnet, Inc. (a)	12,100		234,982
Internet Software & Services - 4.0%
Akamai Technologies, Inc. (a)	60,562		904,191
Ask Jeeves, Inc. (a)	13,500		392,580
Yahoo!, Inc. (a)	3,320		102,256
			1,399,027
Semiconductors & Semiconductor Equipment - 8.1%
Analog Devices, Inc.	15,200		603,440
Intel Corp.	28,400		692,392
Intersil Corp. Class A	7,600		139,612
Lam Research Corp. (a)	33,700		803,745
National Semiconductor Corp. (a)	10,500		180,075
Silicon Storage Technology, Inc. (a)	62,800		416,992
			2,836,256
Software - 2.6%
Microsoft Corp.	31,700		902,182
TOTAL INFORMATION TECHNOLOGY			9,301,501
MATERIALS - 1.3%
Chemicals - 0.2%
Dow Chemical Co.	1,800		71,802
Metals & Mining - 1.1%
Phelps Dodge Corp.	5,100		397,494
TOTAL MATERIALS			469,296
TELECOMMUNICATION SERVICES - 1.0%
Wireless Telecommunication Services - 1.0%
Nextel Communications, Inc. Class A (a)	6,400		145,664
Western Wireless Corp. Class A (a)	8,200		216,398
			362,062

	Shares		Value (Note 1)
UTILITIES - 0.1%
Multi-Utilities & Unregulated Power - 0.1%
AES Corp. (a)	4,600		$ 44,390
TOTAL COMMON STOCKS (Cost $33,751,782)		34,358,431
Money Market Funds - 0.9%

Fidelity Cash Central Fund, 1.33% (b) (Cost $298,390)	298,390		298,390
TOTAL INVESTMENT PORTFOLIO - 98.8% (Cost $34,050,172)			34,656,821
NET OTHER ASSETS - 1.2%			434,045
NET ASSETS - 100%		$ 35,090,866

Legend

(a) Non-income producing

Income Tax Information

At January 31, 2004, the fund had a capital loss carryforward of approximately $3,774,000 of which $2,247,000 and $1,527,000 will expire on January 31, 2011 and 2012, respectively.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Large Cap Growth Fund

Financial Statements

Statement of Assets and Liabilities

July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (cost $34,050,172) - See accompanying schedule		$ 34,656,821
Cash		143,960
Receivable for investments sold		1,433,119
Receivable for fund shares sold		160,501
Dividends receivable		5,439
Interest receivable		2,474
Prepaid expenses		35
Receivable from investment adviser for expense reductions		2,390
Other affiliated receivables		3
Other receivables		6,404
Total assets		36,411,146

Liabilities
Payable for investments purchased	$ 1,207,891
Payable for fund shares redeemed	65,343
Accrued management fee	13,741
Other affiliated payables	13,312
Other payables and accrued expenses	19,993
Total liabilities		1,320,280

Net Assets		$ 35,090,866
Net Assets consist of:
Paid in capital		$ 35,868,591
Accumulated net investment loss		(39,172)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(1,345,202)
Net unrealized appreciation (depreciation) on investments		606,649
Net Assets, for 3,950,680 shares outstanding		$ 35,090,866
Net Asset Value, offering price and redemption price per share ($35,090,866 ÷ 3,950,680 shares)		$ 8.88

Statement of Operations

Six months ended July 31, 2004 (Unaudited)

Investment Income
Dividends		$ 100,567
Interest		7,766
Security lending		30
Total income		108,363

Expenses
Management fee Basic fee	$ 75,749
Performance adjustment	(6,607)
Transfer agent fees	57,053
Accounting and security lending fees	15,003
Non-interested trustees' compensation	62
Custodian fees and expenses	5,680
Registration fees	10,239
Audit	18,020
Legal	587
Miscellaneous	160
Total expenses before reductions	175,946
Expense reductions	(28,411)	147,535
Net investment income (loss)		(39,172)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	2,459,723
Foreign currency transactions	1
Total net realized gain (loss)		2,459,724
Change in net unrealized appreciation (depreciation) on investment securities		(3,471,783)
Net gain (loss)		(1,012,059)
Net increase (decrease) in net assets resulting from operations		$ (1,051,231)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (39,172)	$ (28,904)
Net realized gain (loss)	2,459,724	1,265,804
Change in net unrealized appreciation (depreciation)	(3,471,783)	4,092,656
Net increase (decrease) in net assets resulting from operations	(1,051,231)	5,329,556
Share transactions Net proceeds from sales of shares	18,033,082	12,768,477
Cost of shares redeemed	(4,973,679)	(13,921,635)
Net increase (decrease) in net assets resulting from share transactions	13,059,403	(1,153,158)
Redemption fees	3,274	1,152
Total increase (decrease) in net assets	12,011,446	4,177,550

Net Assets
Beginning of period	23,079,420	18,901,870
End of period (including accumulated net investment loss of $39,172 and $0, respectively)	$ 35,090,866	$ 23,079,420
Other Information Shares
Sold	1,991,220	1,546,339
Redeemed	(546,322)	(1,769,627)
Net increase (decrease)	1,444,898	(223,288)

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 9.21	$ 6.93	$ 9.83	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01)	(.01)	(.01)	(.01)
Net realized and unrealized gain (loss)	(.32)	2.29	(2.89)	(.16)
Total from investment operations	(.33)	2.28	(2.90)	(.17)
Redemption fees added to paid in capital ^D	- ^G	- ^G	- ^G	-
Net asset value, end of period	$ 8.88	$ 9.21	$ 6.93	$ 9.83
Total Return ^{B, C}	(3.58)%	32.90%	(29.50)%	(1.70)%
Ratios to Average Net Assets ^F
Expenses before expense reductions	1.33% ^A	1.53%	1.43%	3.32% ^A
Expenses net of voluntary waivers, if any	1.20% ^A	1.20%	1.20%	1.20% ^A
Expenses net of all reductions	1.12% ^A	1.18%	1.18%	1.20% ^A
Net investment income (loss)	(.30)% ^A	(.15)%	(.12)%	(.42)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 35,091	$ 23,079	$ 18,902	$ 9,936
Portfolio turnover rate	353% ^A	81%	245%	32% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E For the period November 15, 2001 (commencement of operations) to January 31, 2002.

^G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Mid Cap Growth Fund

Investment Changes

Top Ten Stocks as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Biomet, Inc.	1.4	1.3
H&R Block, Inc.	1.4	0.0
Akamai Technologies, Inc.	1.2	0.3
National Semiconductor Corp.	1.2	1.8
Lam Research Corp.	1.2	0.4
Ask Jeeves, Inc.	1.1	0.0
Baker Hughes, Inc.	1.1	0.0
Ameritrade Holding Corp.	1.1	0.0
Laboratory Corp. of America Holdings	1.0	0.3
D.R. Horton, Inc.	1.0	0.2
	11.7
Top Five Market Sectors as of July 31, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	24.2	30.9
Consumer Discretionary	22.0	18.7
Health Care	18.1	22.3
Industrials	12.9	9.5
Financials	8.3	6.4

Asset Allocation (% of fund's net assets)
As of July 31, 2004 *			As of January 31, 2004 **
	Stocks 98.3%			Stocks 98.6%
	Short-Term Investments and Net Other Assets 1.7%			Short-Term Investments and Net Other Assets 1.4%
* Foreign investments		2.5%	** Foreign investments		3.8%

Semiannual Report

Fidelity Structured Mid Cap Growth Fund

Investments July 31, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 22.0%
Auto Components - 0.4%
Gentex Corp.	6,200		$ 221,960
Automobiles - 0.1%
Harley-Davidson, Inc.	900		53,883
Hotels, Restaurants & Leisure - 4.8%
Brinker International, Inc. (a)	2,400		85,944
Buffalo Wild Wings, Inc.	4,300		127,022
Caesars Entertainment, Inc. (a)	11,700		172,341
GTECH Holdings Corp.	900		38,133
Harrah's Entertainment, Inc.	2,700		125,523
International Game Technology	10,600		342,804
Mandalay Resort Group	3,900		263,250
Marriott International, Inc. Class A	8,800		429,440
MGM MIRAGE (a)	4,700		207,505
Multimedia Games, Inc. (a)	6,400		121,152
Penn National Gaming, Inc. (a)	7,200		259,200
Yum! Brands, Inc.	13,200		506,748
			2,679,062
Household Durables - 3.3%
Black & Decker Corp.	1,800		125,838
Centex Corp.	1,300		55,146
D.R. Horton, Inc.	21,200		585,756
Fortune Brands, Inc.	2,300		166,014
Harman International Industries, Inc.	2,000		171,460
KB Home	6,200		397,110
M.D.C. Holdings, Inc.	2,500		167,875
Standard Pacific Corp.	4,400		204,204
			1,873,403
Media - 4.3%
AMC Entertainment, Inc. (a)	22,400		427,616
E.W. Scripps Co. Class A	1,300		133,146
Interpublic Group of Companies, Inc. (a)	17,200		219,988
McGraw-Hill Companies, Inc.	5,400		405,324
Media General, Inc. Class A	3,200		191,232
NTL, Inc. (a)	4,100		213,692
Omnicom Group, Inc.	800		57,616
R.H. Donnelley Corp. (a)	7,500		340,350
Univision Communications, Inc. Class A (a)	5,500		159,335
XM Satellite Radio Holdings, Inc. Class A (a)	9,700		255,983
			2,404,282
Multiline Retail - 1.8%
Dollar General Corp.	13,300		256,690
Federated Department Stores, Inc.	4,500		215,640
Nordstrom, Inc.	12,100		531,190
			1,003,520
Specialty Retail - 5.9%
Abercrombie & Fitch Co. Class A	7,100		261,848
Advance Auto Parts, Inc. (a)	2,200		81,664

	Shares		Value (Note 1)
Aeropostale, Inc. (a)	13,700		$ 417,576
AnnTaylor Stores Corp. (a)	13,950		374,418
Bed Bath & Beyond, Inc. (a)	11,800		417,602
Chico's FAS, Inc. (a)	4,700		196,789
Foot Locker, Inc.	11,800		265,500
Pacific Sunwear of California, Inc. (a)	18,600		379,440
RadioShack Corp.	20,400		570,180
Tiffany & Co., Inc.	2,700		96,525
TJX Companies, Inc.	3,700		86,839
Williams-Sonoma, Inc. (a)	4,900		159,201
			3,307,582
Textiles Apparel & Luxury Goods - 1.4%
Coach, Inc. (a)	8,700		372,273
Timberland Co. Class A (a)	7,000		406,280
			778,553
TOTAL CONSUMER DISCRETIONARY			12,322,245
CONSUMER STAPLES - 3.5%
Food & Staples Retailing - 0.6%
SUPERVALU, Inc.	8,700		248,472
Whole Foods Market, Inc.	900		74,088
			322,560
Food Products - 1.4%
Bunge Ltd.	2,900		116,377
Corn Products International, Inc.	10,400		448,448
McCormick & Co., Inc. (non-vtg.)	1,600		57,232
Smithfield Foods, Inc. (a)	6,900		195,546
			817,603
Household Products - 0.2%
Clorox Co.	2,000		99,540
Personal Products - 1.3%
Avon Products, Inc.	8,700		374,187
Estee Lauder Companies, Inc. Class A	4,900		215,110
NBTY, Inc. (a)	6,300		137,088
			726,385
TOTAL CONSUMER STAPLES			1,966,088
ENERGY - 5.1%
Energy Equipment & Services - 1.4%
Baker Hughes, Inc.	15,200		612,560
BJ Services Co. (a)	3,200		158,912
			771,472
Oil & Gas - 3.7%
Frontline Ltd. (NY Shares)	10,100		387,335
General Maritime Corp. (a)	13,400		397,444
Houston Exploration Co. (a)	2,700		145,800
Newfield Exploration Co. (a)	2,000		118,140
Overseas Shipholding Group, Inc.	4,200		188,622
Common Stocks - continued
	Shares		Value (Note 1)
ENERGY - continued
Oil & Gas - continued
Quicksilver Resources, Inc. (a)	13,700		$ 433,879
Tesoro Petroleum Corp. (a)	13,800		400,200
			2,071,420
TOTAL ENERGY			2,842,892
FINANCIALS - 8.3%
Capital Markets - 3.1%
Ameritrade Holding Corp. (a)	54,900		608,841
Investors Financial Services Corp.	1,400		63,952
Knight Trading Group, Inc. (a)	19,300		164,243
Legg Mason, Inc.	2,800		219,912
Northern Trust Corp.	12,600		505,638
T. Rowe Price Group, Inc.	3,600		166,392
			1,728,978
Commercial Banks - 1.1%
National City Corp.	4,200		153,300
Synovus Financial Corp.	19,100		486,477
			639,777
Consumer Finance - 0.4%
Capital One Financial Corp.	3,200		221,824
Diversified Financial Services - 0.6%
Moody's Corp.	4,700		320,070
Insurance - 0.9%
ACE Ltd.	4,600		186,714
AMBAC Financial Group, Inc.	3,900		277,329
Commerce Group, Inc., Massachusetts	200		9,682
			473,725
Real Estate - 1.2%
Apartment Investment & Management Co. Class A	1,800		57,546
Catellus Development Corp.	4,400		110,000
Friedman, Billings, Ramsey Group, Inc. Class A	13,500		222,075
Mack-Cali Realty Corp.	2,000		81,800
Shurgard Storage Centers, Inc. Class A	1,400		51,800
Ventas, Inc.	6,600		168,432
			691,653
Thrifts & Mortgage Finance - 1.0%
Countrywide Financial Corp.	5,400		389,340
Fremont General Corp.	5,100		95,778
New York Community Bancorp, Inc.	3,200		61,568
			546,686
TOTAL FINANCIALS			4,622,713
HEALTH CARE - 18.1%
Biotechnology - 4.0%
Affymetrix, Inc. (a)	4,700		126,947
Celgene Corp. (a)	4,600		245,318

	Shares		Value (Note 1)
Cephalon, Inc. (a)	4,200		$ 212,184
Genzyme Corp. - General Division (a)	6,800		348,704
ImClone Systems, Inc. (a)	9,700		571,524
Invitrogen Corp. (a)	8,500		446,080
MedImmune, Inc. (a)	8,000		184,320
Millennium Pharmaceuticals, Inc. (a)	7,900		87,848
			2,222,925
Health Care Equipment & Supplies - 4.2%
Apogent Technologies, Inc. (a)	4,200		136,500
Bausch & Lomb, Inc.	1,800		110,862
Beckman Coulter, Inc.	1,100		60,687
Biomet, Inc.	17,900		787,420
C.R. Bard, Inc.	2,400		132,480
Cytyc Corp. (a)	3,500		84,595
Dade Behring Holdings, Inc. (a)	9,700		481,993
DENTSPLY International, Inc.	4,300		209,109
Varian Medical Systems, Inc. (a)	2,200		151,822
Waters Corp. (a)	4,600		201,848
			2,357,316
Health Care Providers & Services - 7.1%
Anthem, Inc. (a)	2,000		164,940
Coventry Health Care, Inc. (a)	9,600		490,656
DaVita, Inc. (a)	5,050		153,369
eResearchTechnology, Inc. (a)	11,950		297,675
Express Scripts, Inc. (a)	3,800		249,280
Health Management Associates, Inc. Class A	7,200		144,432
IMS Health, Inc.	8,800		213,312
Laboratory Corp. of America Holdings (a)	15,000		587,400
Lincare Holdings, Inc. (a)	12,200		389,668
Manor Care, Inc.	3,700		115,625
McKesson Corp.	4,100		131,897
Patterson Companies, Inc. (a)	1,400		102,788
Quest Diagnostics, Inc.	3,600		295,488
UnitedHealth Group, Inc.	5,784		363,814
Universal Health Services, Inc. Class B	5,700		259,407
			3,959,751
Pharmaceuticals - 2.8%
Allergan, Inc.	6,700		506,788
Barr Pharmaceuticals, Inc. (a)	2,350		80,723
Bone Care International, Inc. (a)	2,700		67,743
First Horizon Pharmaceutical Corp. (a)	7,400		129,278
IVAX Corp. (a)	7,000		166,950
Mylan Laboratories, Inc.	5,800		85,956
Sepracor, Inc. (a)	12,100		556,237
			1,593,675
TOTAL HEALTH CARE			10,133,667
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - 12.9%
Aerospace & Defense - 0.8%
L-3 Communications Holdings, Inc.	2,300		$ 140,645
Rockwell Collins, Inc.	8,300		284,026
			424,671
Air Freight & Logistics - 2.0%
C.H. Robinson Worldwide, Inc.	4,300		188,039
Expeditors International of Washington, Inc.	8,000		371,280
J.B. Hunt Transport Services, Inc.	14,500		556,945
			1,116,264
Building Products - 0.9%
American Standard Companies, Inc. (a)	4,900		185,661
Masco Corp.	11,500		347,760
			533,421
Commercial Services & Supplies - 5.9%
Administaff, Inc. (a)	20,600		273,980
Avery Dennison Corp.	7,000		423,990
Cintas Corp.	5,100		213,996
Copart, Inc. (a)	15,400		342,650
Dun & Bradstreet Corp. (a)	6,900		387,366
H&R Block, Inc.	15,900		781,167
Korn/Ferry International (a)	3,000		53,490
Pitney Bowes, Inc.	2,800		118,160
Robert Half International, Inc.	7,800		216,996
The Brink's Co.	14,600		472,310
			3,284,105
Electrical Equipment - 0.3%
Rockwell Automation, Inc.	4,700		175,827
Machinery - 3.0%
A.S.V., Inc. (a)	6,300		207,774
Briggs & Stratton Corp.	4,900		409,150
Dover Corp.	8,300		329,344
Oshkosh Truck Co.	7,400		391,978
Toro Co.	5,400		353,700
			1,691,946
TOTAL INDUSTRIALS			7,226,234
INFORMATION TECHNOLOGY - 24.2%
Communications Equipment - 3.3%
Brocade Communications Systems, Inc. (a)	11,100		53,502
Carrier Access Corp. (a)	57,400		427,056
Comverse Technology, Inc. (a)	16,300		278,078
Foundry Networks, Inc. (a)	10,000		102,600
JDS Uniphase Corp. (a)	45,300		156,285
Juniper Networks, Inc. (a)	11,100		254,856
Plantronics, Inc. (a)	7,200		278,496

	Shares		Value (Note 1)
QLogic Corp. (a)	4,100		$ 100,245
Research in Motion Ltd. (a)	3,200		197,886
			1,849,004
Computers & Peripherals - 2.6%
Apple Computer, Inc. (a)	5,700		184,338
Applied Films Corp. (a)	18,200		339,430
Lexmark International, Inc. Class A (a)	4,600		407,100
NCR Corp. (a)	3,400		157,862
Network Appliance, Inc. (a)	10,100		195,031
SanDisk Corp. (a)	2,300		55,936
Western Digital Corp. (a)	14,400		100,944
			1,440,641
Electronic Equipment & Instruments - 2.5%
Amphenol Corp. Class A (a)	6,000		188,580
Avnet, Inc. (a)	16,000		310,720
FARO Technologies, Inc. (a)	10,200		240,006
Jabil Circuit, Inc. (a)	3,200		69,600
Mettler-Toledo International, Inc. (a)	5,000		208,500
Molex, Inc.	1,900		55,024
PerkinElmer, Inc.	6,800		119,544
Sanmina-SCI Corp. (a)	14,500		106,430
Solectron Corp. (a)	10,000		55,000
Vishay Intertechnology, Inc. (a)	3,400		52,700
			1,406,104
Internet Software & Services - 2.7%
Akamai Technologies, Inc. (a)	46,500		694,245
Ask Jeeves, Inc. (a)	21,100		613,588
Blue Coat Systems, Inc. (a)	3,100		57,381
InfoSpace, Inc. (a)	3,900		146,094
			1,511,308
IT Services - 2.8%
Affiliated Computer Services, Inc. Class A (a)	8,800		456,720
Cognizant Technology Solutions Corp. Class A (a)	5,600		154,280
DST Systems, Inc. (a)	8,900		405,484
Iron Mountain, Inc. (a)	1,200		38,724
Paychex, Inc.	8,600		264,106
SunGard Data Systems, Inc. (a)	9,500		221,445
			1,540,759
Semiconductors & Semiconductor Equipment - 7.0%
Altera Corp. (a)	14,400		299,808
Analog Devices, Inc.	6,600		262,020
Cree, Inc. (a)	8,000		179,040
Intersil Corp. Class A	15,800		290,246
KLA-Tencor Corp. (a)	7,800		321,438
Lam Research Corp. (a)	27,300		651,105
Marvell Technology Group Ltd. (a)	4,600		106,812
Microchip Technology, Inc.	6,500		188,305
Micron Technology, Inc. (a)	12,200		165,066
National Semiconductor Corp. (a)	38,700		663,705
Novellus Systems, Inc. (a)	2,800		75,600
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Pixelworks, Inc. (a)	4,700		$ 46,013
PMC-Sierra, Inc. (a)	3,300		39,204
Silicon Laboratories, Inc. (a)	900		31,761
Silicon Storage Technology, Inc. (a)	76,700		509,288
Teradyne, Inc. (a)	5,200		88,920
			3,918,331
Software - 3.3%
Activision, Inc. (a)	7,500		109,875
Adobe Systems, Inc.	11,000		463,980
Aspen Technology, Inc. (a)	36,600		217,038
Autodesk, Inc.	3,900		156,780
BEA Systems, Inc. (a)	9,600		62,304
Intuit, Inc. (a)	6,800		254,592
Macrovision Corp. (a)	12,100		261,844
Sonic Solutions, Inc. (a)	10,800		190,080
Sybase, Inc. (a)	10,200		148,614
			1,865,107
TOTAL INFORMATION TECHNOLOGY			13,531,254
MATERIALS - 2.6%
Chemicals - 1.0%
Ecolab, Inc.	7,500		228,750
Praxair, Inc.	2,800		110,460
Terra Industries, Inc. (a)	34,800		222,720
			561,930
Metals & Mining - 1.6%
Carpenter Technology Corp.	5,500		236,500
Cleveland-Cliffs, Inc. (a)	2,200		144,188
Freeport-McMoRan Copper & Gold, Inc. Class B	2,300		80,155
Metal Management, Inc. (a)	2,600		50,414
Nucor Corp.	1,600		133,840
Phelps Dodge Corp.	3,500		272,790
			917,887
TOTAL MATERIALS			1,479,817
TELECOMMUNICATION SERVICES - 1.0%
Wireless Telecommunication Services - 1.0%
Nextel Partners, Inc. Class A (a)	1,900		30,533
Western Wireless Corp. Class A (a)	20,300		535,717
			566,250
UTILITIES - 0.6%
Multi-Utilities & Unregulated Power - 0.6%
AES Corp. (a)	32,500		313,625
TOTAL COMMON STOCKS (Cost $54,131,640)		55,004,785
Money Market Funds - 1.2%
	Shares		Value (Note 1)
Fidelity Cash Central Fund, 1.33% (b)	522,904		$ 522,904
Fidelity Securities Lending Cash Central Fund, 1.32% (b)(c)	121,200		121,200
TOTAL MONEY MARKET FUNDS (Cost $644,104)		644,104
TOTAL INVESTMENT PORTFOLIO - 99.5% (Cost $54,775,744)			55,648,889
NET OTHER ASSETS - 0.5%			279,804
NET ASSETS - 100%		$ 55,928,693

Legend

(a) Non-income producing

Income Tax Information

At January 31, 2004, the fund had a capital loss carryforward of approximately $2,097,000 all of which will expire on January 31, 2011.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Mid Cap Growth Fund

Financial Statements

Statement of Assets and Liabilities

July 31, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $90,768) (cost $54,775,744) - See accompanying schedule		$ 55,648,889
Cash		147,203
Receivable for investments sold		637,519
Receivable for fund shares sold		183,046
Dividends receivable		5,971
Interest receivable		1,557
Prepaid expenses		60
Other receivables		7,203
Total assets		56,631,448

Liabilities
Payable for investments purchased	$ 477,992
Payable for fund shares redeemed	42,031
Accrued management fee	23,586
Other affiliated payables	18,401
Other payables and accrued expenses	19,545
Collateral on securities loaned, at value	121,200
Total liabilities		702,755

Net Assets		$ 55,928,693
Net Assets consist of:
Paid in capital		$ 53,602,820
Accumulated net investment loss		(80,550)
Accumulated undistributed net realized gain (loss) on investments		1,533,278
Net unrealized appreciation (depreciation) on investments		873,145
Net Assets, for 5,530,447 shares outstanding		$ 55,928,693
Net Asset Value, offering price and redemption price per share ($55,928,693 ÷ 5,530,447 shares)		$ 10.11

Statement of Operations

Six months ended July 31, 2004 (Unaudited)

Investment Income
Dividends		$ 108,598
Special Dividends		81,844
Interest		7,140
Security lending		376
Total income		197,958

Expenses
Management fee Basic fee	$ 167,008
Performance adjustment	(21,858)
Transfer agent fees	93,713
Accounting and security lending fees	15,028
Non-interested trustees' compensation	145
Custodian fees and expenses	5,913
Registration fees	8,540
Audit	18,101
Legal	357
Miscellaneous	265
Total expenses before reductions	287,212
Expense reductions	(8,704)	278,508
Net investment income (loss)		(80,550)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		3,644,741
Change in net unrealized appreciation (depreciation) on investment securities		(6,484,353)
Net gain (loss)		(2,839,612)
Net increase (decrease) in net assets resulting from operations		$ (2,920,162)

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Structured Mid Cap Growth Fund
Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2004 (Unaudited)	Year ended January 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (80,550)	$ (258,119)
Net realized gain (loss)	3,644,741	2,105,090
Change in net unrealized appreciation (depreciation)	(6,484,353)	9,851,907
Net increase (decrease) in net assets resulting from operations	(2,920,162)	11,698,878
Share transactions Net proceeds from sales of shares	13,967,274	51,891,616
Cost of shares redeemed	(15,781,986)	(19,607,927)
Net increase (decrease) in net assets resulting from share transactions	(1,814,712)	32,283,689
Redemption fees	3,598	8,407
Total increase (decrease) in net assets	(4,731,276)	43,990,974

Net Assets
Beginning of period	60,659,969	16,668,995
End of period (including accumulated net investment loss of $80,550 and $0, respectively)	$ 55,928,693	$ 60,659,969
Other Information Shares
Sold	1,320,667	5,449,353
Redeemed	(1,498,556)	(2,018,603)
Net increase (decrease)	(177,889)	3,430,750

Financial Highlights

	Six months ended July 31, 2004	Years ended January 31,
	(Unaudited)	2004	2003	2002 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 10.63	$ 7.32	$ 10.20	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	(.01) ^E	(.07)	(.07)	(.02)
Net realized and unrealized gain (loss)	(.51)	3.38	(2.81)	.22
Total from investment operations	(.52)	3.31	(2.88)	.20
Redemption fees added to paid in capital ^D	- ^H	- ^H	- ^H	-
Net asset value, end of period	$ 10.11	$ 10.63	$ 7.32	$ 10.20
Total Return ^{B, C}	(4.89)%	45.22%	(28.24)%	2.00%
Ratios to Average Net Assets ^G
Expenses before expense reductions	.99% ^A	1.25%	1.78%	2.40% ^A
Expenses net of voluntary waivers, if any	.99% ^A	1.20%	1.20%	1.20% ^A
Expenses net of all reductions	.96% ^A	1.16%	1.17%	1.20% ^A
Net investment income (loss)	(.28)% ^A	(.77)%	(.89)%	(.86)% ^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 55,929	$ 60,660	$ 16,669	$ 18,501
Portfolio turnover rate	305% ^A	94%	181%	94% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E Investment income per share reflects a special dividend which amounted to $.01 per share.

^F For the period November 15, 2001 (commencement of operations) to January 31, 2002.

^G Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

^H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2004 (Unaudited)

1. Significant Accounting Policies.

Fidelity Structured Large Cap Value Fund, Fidelity Structured Mid Cap Value Fund, Fidelity Structured Large Cap Growth Fund and Fidelity Structured Mid Cap Growth Fund (the funds) are funds of Fidelity Devonshire Trust (the trust). The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each fund is authorized to issue an unlimited number of shares. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the funds:

Foreign Currency. Certain funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The funds estimate the components of distributions received that may be considered nontaxable distributions or capital gain distributions for income tax purposes. Large, non-recurring dividends recognized by the fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends to net investment income per share is presented in the Financial Highlights. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year, each fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), non-taxable dividends, net operating losses, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows for each fund:

	Cost for Federal Income Tax Purposes	Unrealized Appreciation	Unrealized Depreciation	Net Unrealized Appreciation/ (Depreciation)
Fidelity Structured Large Cap Value Fund	$ 47,582,580	$ 1,991,220	$ (1,598,468)	$ 392,752
Fidelity Structured Mid Cap Value Fund	73,042,873	5,975,343	(2,934,850)	3,040,493
Fidelity Structured Large Cap Growth Fund	34,118,454	1,934,255	(1,395,888)	538,367
Fidelity Structured Mid Cap Growth Fund	55,004,421	4,123,372	(3,478,904)	644,468

Short-Term Trading (Redemption) Fees. Shares held in the funds less than 30 days are subject to a redemption fee equal to 0.75% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the funds and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. Certain funds may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, are noted in the table below.

	Purchases ($)	Sales ($)
Fidelity Structured Large Cap Value Fund	63,329,714	41,679,173
Fidelity Structured Mid Cap Value Fund	89,853,772	110,180,422
Fidelity Structured Large Cap Growth Fund	59,132,414	46,306,724
Fidelity Structured Mid Cap Growth Fund	87,146,709	89,121,403

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the funds with investment management related services for which the funds pay a monthly management fee. The management fee is the sum of an individual fund fee rate and a group fee rate. The individual fund fee rate is applied to each fund's average net assets. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee for the funds is subject to a performance adjustment (up to a maximum ±.20% of each applicable fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on each fund's relative investment performance as compared to an appropriate benchmark index. For the period, each fund's annualized management fee rate expressed as a percentage of each fund's average net assets, including the performance adjustment, if applicable was as follows:

	Individual Rate	Group Rate	Total
Fidelity Structured Large Cap Value Fund	.30%	.28%	.53%
Fidelity Structured Mid Cap Value Fund	.30%	.28%	.46%
Fidelity Structured Large Cap Growth Fund	.30%	.28%	.52%
Fidelity Structured Mid Cap Growth Fund	.30%	.28%	.50%

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the funds' transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

Fidelity Structured Large Cap Value Fund	.33%	\|
Fidelity Structured Mid Cap Value Fund	.29%
Fidelity Structured Large Cap Growth Fund	.43%
Fidelity Structured Mid Cap Growth Fund	.32%

Accounting and Security Lending Fees. FSC maintains each fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The funds may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the funds are recorded as income in the accompanying financial statements. Distributions from the Central Funds are noted in the table below:

	Income Distributions
Fidelity Structured Large Cap Value Fund	$ 2,775
Fidelity Structured Mid Cap Value Fund	4,194
Fidelity Structured Large Cap Growth Fund	7,706
Fidelity Structured Mid Cap Growth Fund	7,131

Brokerage Commissions. Certain funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were as follows:

	Amount
Fidelity Structured Large Cap Value Fund	$ 757
Fidelity Structured Mid Cap Value Fund	$ 2,014
Fidelity Structured Large Cap Growth Fund	$ 3,897
Fidelity Structured Mid Cap Growth Fund	$ 8,610

5. Committed Line of Credit.

Certain funds participate with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

Certain funds lend portfolio securities from time to time in order to earn additional income. Each applicable fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the funds and any additional required collateral is delivered to the funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on each applicable fund's Statement of Assets and Liabilities.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

7. Expense Reductions.

FMR agreed to reimburse certain funds to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

	Expense Limitations	Reimbursement from Adviser

Fidelity Structured Large Cap Growth Fund	1.20%	$ 18,018

Many of the brokers with whom FMR places trades on behalf of certain funds provided services to these funds in addition to trade execution. These services included payments of expenses on behalf of each applicable fund. All of the applicable expense reductions are noted in the table below.

	Brokerage Service Arrangements	Custody Expense Reduction

Fidelity Structured Large Cap Value Fund	$ 4,214	$ 25
Fidelity Structured Mid Cap Value Fund	2,257	-
Fidelity Structured Large Cap Growth Fund	10,362	31
Fidelity Structured Mid Cap Growth Fund	8,704	-

8. Other Information.

At the end of the period, FMR or its affiliates were owners of record of more than 10% of the outstanding shares of the following funds:

	Affiliated %

Fidelity Structured Large Cap Value Fund	34%
Fidelity Structured Large Cap Growth Fund	35%

Semiannual Report

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Semiannual Report

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Semiannual Report

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Semiannual Report

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Not applicable.

Item 8. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 9. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Devonshire Trust's Board of Trustees.

Item 10. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Devonshire Trust's (the "Trust") 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 Trust 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 Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 11. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	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.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

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/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	September 23, 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/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	September 23, 2004

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer

Date:	September 23, 2004

Utilities

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

To Visit Fidelity

Managing Your Investments

To Write Fidelity

Equity-Income

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Tax-Free Bond

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

Fidelity® Structured Large Cap Value

Fidelity Structured Mid Cap Value

Fidelity Structured Large Cap Growth

Fidelity Structured Mid Cap Growth

Contents

Shareholder Expense Example

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Investment Changes

Investments July 31, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

To Write Fidelity