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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-1352

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

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

Scott C. Goebel, 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:	October 31, 2011

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Equity-Income Fund
Equity-Income
Class K

October 31, 2011

1.809096.108

EQU-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 7.6%
Auto Components - 0.2%
Autoliv, Inc.	286,760		$ 16,566
Automobiles - 0.3%
Harley-Davidson, Inc.	586,222		22,804
Winnebago Industries, Inc. (a)	655,991		5,340
			28,144
Distributors - 0.3%
Li & Fung Ltd.	11,980,000		23,088
Silver Base Group Holdings Ltd.	2,608,000		2,777
			25,865
Diversified Consumer Services - 0.2%
H&R Block, Inc.	1,024,949		15,671
Hotels, Restaurants & Leisure - 0.1%
Einstein Noah Restaurant Group, Inc.	92,052		1,355
McDonald's Corp.	76,600		7,112
			8,467
Household Durables - 0.8%
Garmin Ltd.	294,798		10,138
KB Home (d)	767,600		5,350
Lennar Corp. Class A (d)	1,230,634		20,355
PulteGroup, Inc. (a)	2,761,206		14,303
Toll Brothers, Inc. (a)	528,963		9,225
Tupperware Brands Corp.	22,900		1,295
Whirlpool Corp.	176,211		8,953
			69,619
Internet & Catalog Retail - 0.0%
Rakuten, Inc.	1,193		1,308
Leisure Equipment & Products - 0.4%
Brunswick Corp.	1,446,202		25,540
Hasbro, Inc.	230,236		8,763
			34,303
Media - 3.3%
Belo Corp. Series A	1,428,682		9,058
British Sky Broadcasting Group PLC	128,800		1,458
CC Media Holdings, Inc. Class A (a)	2,122,042		13,475
Comcast Corp. Class A	5,379,436		126,148
Informa PLC	305,468		1,780
Interpublic Group of Companies, Inc.	1,123,463		10,650
Ipsos SA	50,500		1,658
Kabel Deutschland Holding AG (a)	185,570		10,596
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
The Walt Disney Co.	222,932		$ 7,776
Time Warner, Inc.	3,303,203		115,579
Virgin Media, Inc.	84,500		2,060
			300,238
Multiline Retail - 1.0%
Macy's, Inc.	577,200		17,622
PPR SA	12,500		1,953
Target Corp.	1,323,450		72,459
Tuesday Morning Corp. (a)(d)	1,199,363		4,342
			96,376
Specialty Retail - 0.8%
Best Buy Co., Inc.	824,455		21,625
Carphone Warehouse Group PLC	313,200		1,768
Foschini Ltd.	320,000		4,038
Home Depot, Inc.	400,645		14,343
Lowe's Companies, Inc.	1,310,122		27,539
OfficeMax, Inc. (a)	953,697		4,883
USS Co. Ltd.	15,880		1,313
			75,509
Textiles, Apparel & Luxury Goods - 0.2%
VF Corp.	104,200		14,403
Warnaco Group, Inc. (a)	95,678		4,698
			19,101
TOTAL CONSUMER DISCRETIONARY			691,167
CONSUMER STAPLES - 10.2%
Beverages - 1.3%
Beam, Inc.	154,818		7,653
Dr Pepper Snapple Group, Inc.	140,800		5,273
PepsiCo, Inc.	1,619,012		101,917
The Coca-Cola Co.	55,758		3,809
			118,652
Food & Staples Retailing - 1.4%
Safeway, Inc.	756,213		14,648
Sysco Corp.	835,100		23,149
Wal-Mart Stores, Inc.	1,173,300		66,550
Walgreen Co.	673,926		22,374
			126,721
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - 0.8%
Danone	651,200		$ 45,330
Kraft Foods, Inc. Class A	277,371		9,758
Sara Lee Corp.	212,409		3,781
Shenguan Holdings Group Ltd.	2,392,000		1,285
Unilever NV (NY Reg.)	430,868		14,878
			75,032
Household Products - 3.4%
Colgate-Palmolive Co.	37,600		3,398
Kimberly-Clark Corp.	1,013,073		70,621
Procter & Gamble Co.	3,461,811		221,521
Reckitt Benckiser Group PLC	311,600		16,026
			311,566
Personal Products - 0.0%
Avon Products, Inc.	200,331		3,662
Tobacco - 3.3%
Altria Group, Inc.	2,461,500		67,814
British American Tobacco PLC sponsored ADR	1,380,600		127,360
Imperial Tobacco Group PLC	171,917		6,287
Japan Tobacco, Inc.	1,560		7,798
Lorillard, Inc.	221,200		24,478
Philip Morris International, Inc.	913,995		63,861
			297,598
TOTAL CONSUMER STAPLES			933,231
ENERGY - 11.9%
Energy Equipment & Services - 1.8%
Aker Solutions ASA	137,100		1,594
Baker Hughes, Inc.	150,634		8,735
Exterran Partners LP	498,350		12,259
Halliburton Co.	421,955		15,764
National Oilwell Varco, Inc.	289,800		20,671
Noble Corp.	1,050,435		37,753
Saipem SpA	46,811		2,099
Transocean Ltd. (United States)	1,075,984		61,492
Trinidad Drilling Ltd.	445,292		3,484
			163,851
Oil, Gas & Consumable Fuels - 10.1%
Apache Corp.	402,352		40,086
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ARC Resources Ltd.	259,018		$ 6,587
Atlas Pipeline Partners, LP	54,300		1,890
BP PLC sponsored ADR	1,310,865		57,914
Buckeye Partners LP	77,015		5,202
Chesapeake Energy Corp.	21,319		599
Chevron Corp.	3,730,171		391,861
EXCO Resources, Inc.	1,039,838		13,112
Exxon Mobil Corp.	1,776,382		138,718
Legacy Reserves LP	241,648		7,121
Marathon Oil Corp.	22,438		584
Origin Energy Ltd.	103,444		1,559
Penn West Petroleum Ltd.	861,077		15,384
Pioneer Southwest Energy Partners LP	64,709		1,776
Royal Dutch Shell PLC Class A sponsored ADR	2,520,369		178,719
Total SA sponsored ADR	804,354		42,068
Williams Companies, Inc.	731,096		22,013
			925,193
TOTAL ENERGY			1,089,044
FINANCIALS - 20.9%
Capital Markets - 3.6%
Apollo Global Management LLC Class A	105,833		1,402
Ashmore Group PLC	3,155,165		17,506
Bank of New York Mellon Corp.	2,647,391		56,336
Bank Sarasin & Co. Ltd. Series B (Reg.)	375,993		14,353
EFG International	337,434		2,838
Goldman Sachs Group, Inc.	768,306		84,168
ICAP PLC	273,300		1,776
KKR & Co. LP	1,941,352		26,169
Morgan Stanley	5,738,790		101,232
The Blackstone Group LP	1,629,454		23,969
UBS AG (a)	197,617		2,498
			332,247
Commercial Banks - 7.1%
Associated Banc-Corp.	3,153,103		35,157
Banco ABC Brasil SA	249,000		1,660
Bank of Montreal	52,800		3,119
BB&T Corp.	2,892,685		67,515
Comerica, Inc.	678,400		17,333
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Commercial Banks - continued
DnB NOR ASA	157,600		$ 1,839
Hana Financial Group, Inc.	43,970		1,565
HSBC Holdings PLC (United Kingdom)	571,700		4,989
Huntington Bancshares, Inc.	1,325,296		6,865
Itau Unibanco Banco Multiplo SA sponsored ADR	66,400		1,270
KB Financial Group, Inc.	40,110		1,548
KeyCorp	1,872,966		13,223
M&T Bank Corp.	207,465		15,790
PNC Financial Services Group, Inc.	1,408,122		75,630
Standard Chartered PLC (United Kingdom)	562,747		13,204
SunTrust Banks, Inc.	1,054,200		20,799
Swedbank AB (A Shares)	127,700		1,799
U.S. Bancorp	2,084,202		53,335
Wells Fargo & Co.	12,007,985		311,127
			647,767
Consumer Finance - 0.3%
Discover Financial Services	973,345		22,932
International Personal Finance PLC	309,600		1,365
			24,297
Diversified Financial Services - 3.8%
BM&F Bovespa SA	242,200		1,446
CME Group, Inc.	11,274		3,107
Deutsche Boerse AG	35,300		1,954
JPMorgan Chase & Co.	9,882,361		343,511
			350,018
Insurance - 3.5%
ACE Ltd.	566,545		40,876
AFLAC, Inc.	309,819		13,970
Aviva PLC	367,900		2,007
Berkshire Hathaway, Inc. Class B (a)	711,744		55,416
Everest Re Group Ltd.	211,645		19,031
Fidelity National Financial, Inc. Class A	1,088,843		16,812
First American Financial Corp.	1,187,130		14,246
Hanover Insurance Group, Inc.	200,608		7,655
MetLife, Inc.	1,230,783		43,274
MetLife, Inc. unit (a)	245,200		16,549
Old Republic International Corp.	902,846		7,981
Resolution Ltd.	453,100		2,004
The Chubb Corp.	584,000		39,157
Unum Group	491,308		11,713
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Validus Holdings Ltd.	236,990		$ 6,484
XL Group PLC Class A	989,710		21,516
			318,691
Real Estate Investment Trusts - 2.3%
American Capital Agency Corp.	1,161,400		31,950
Annaly Capital Management, Inc.	1,286,454		21,677
Brandywine Realty Trust (SBI)	1,503,000		13,692
Chimera Investment Corp.	3,482,095		10,481
Digital Realty Trust, Inc.	161,230		10,049
HCP, Inc.	607,915		24,225
Japan Retail Fund Investment Corp.	1,560		2,415
Omega Healthcare Investors, Inc. (d)	391,834		6,959
Prologis, Inc.	35,211		1,048
Rayonier, Inc.	435,841		18,188
Two Harbors Investment Corp.	1,486,745		13,901
Ventas, Inc.	939,217		52,230
			206,815
Real Estate Management & Development - 0.1%
Henderson Land Development Co. Ltd.	401,000		2,192
Relo Holdings Corp.	15,600		337
Swire Pacific Ltd. (A Shares)	99,500		1,150
Unite Group PLC	1,765,456		5,020
			8,699
Thrifts & Mortgage Finance - 0.2%
First Niagara Financial Group, Inc.	1,488,207		13,677
New York Community Bancorp, Inc.	610,164		8,121
			21,798
TOTAL FINANCIALS			1,910,332
HEALTH CARE - 10.3%
Biotechnology - 0.1%
PDL BioPharma, Inc.	796,008		4,832
Health Care Equipment & Supplies - 0.7%
CareFusion Corp. (a)	523,258		13,395
Covidien PLC	753,800		35,459
Meridian Bioscience, Inc.	631,500		11,506
Zimmer Holdings, Inc. (a)	121,030		6,370
			66,730
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 0.1%
Brookdale Senior Living, Inc. (a)	403,200		$ 6,685
UnitedHealth Group, Inc.	89,833		4,311
			10,996
Pharmaceuticals - 9.4%
Abbott Laboratories	712,212		38,367
AstraZeneca PLC sponsored ADR	245,658		11,769
GlaxoSmithKline PLC	3,571,881		80,176
Johnson & Johnson	1,976,101		127,241
Merck & Co., Inc.	5,940,132		204,935
Pfizer, Inc.	13,451,319		259,072
Roche Holding AG (participation certificate)	378,281		62,375
Sanofi-aventis	959,176		68,628
Teva Pharmaceutical Industries Ltd. sponsored ADR	206,800		8,448
			861,011
TOTAL HEALTH CARE			943,569
INDUSTRIALS - 8.7%
Aerospace & Defense - 1.4%
Honeywell International, Inc.	545,488		28,584
Lockheed Martin Corp.	323,366		24,543
Raytheon Co.	356,951		15,774
The Boeing Co.	387,116		25,468
United Technologies Corp.	412,709		32,183
			126,552
Air Freight & Logistics - 0.2%
C.H. Robinson Worldwide, Inc.	267,900		18,600
Building Products - 0.1%
Lennox International, Inc.	84,568		2,722
Masco Corp.	1,165,825		11,192
			13,914
Commercial Services & Supplies - 1.2%
Avery Dennison Corp.	328,171		8,729
Healthcare Services Group, Inc.	93,871		1,629
Intrum Justitia AB	695,075		11,434
Pitney Bowes, Inc. (d)	600,449		12,237
Republic Services, Inc.	2,596,974		73,910
US Ecology, Inc.	35,000		632
			108,571
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Construction & Engineering - 0.2%
Chiyoda Corp.	1,613,000		$ 18,577
VINCI SA	59,500		2,940
			21,517
Electrical Equipment - 0.1%
Alstom SA	52,043		1,952
Emerson Electric Co.	88,728		4,270
Rockwell Automation, Inc.	29,200		1,975
			8,197
Industrial Conglomerates - 3.2%
General Electric Co.	11,257,837		188,118
Koninklijke Philips Electronics NV (depositary receipt) (NY Reg.)	4,139,313		86,305
Orkla ASA (A Shares)	537,300		4,680
Rheinmetall AG	166,836		8,891
Siemens AG sponsored ADR	23,500		2,467
			290,461
Machinery - 1.1%
Briggs & Stratton Corp.	1,507,529		22,010
Douglas Dynamics, Inc.	382,924		5,752
Harsco Corp.	111,558		2,571
Illinois Tool Works, Inc.	17,159		834
Ingersoll-Rand Co. Ltd.	944,292		29,396
PACCAR, Inc.	212,900		9,206
Parker Hannifin Corp.	62,035		5,059
Schindler Holding AG (Reg.)	15,510		1,826
Stanley Black & Decker, Inc.	380,718		24,309
			100,963
Professional Services - 0.4%
Bureau Veritas SA	176,700		13,748
Michael Page International PLC	3,134,358		20,253
			34,001
Road & Rail - 0.7%
Union Pacific Corp.	603,100		60,051
Trading Companies & Distributors - 0.1%
Mills Estruturas e Servicos de Engenharia SA	120,400		1,202
W.W. Grainger, Inc.	12,600		2,159
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Watsco, Inc.	102,751		$ 6,336
Wolseley PLC	102,900		2,975
			12,672
TOTAL INDUSTRIALS			795,499
INFORMATION TECHNOLOGY - 9.2%
Communications Equipment - 1.6%
Cisco Systems, Inc.	8,048,415		149,137
Computers & Peripherals - 0.8%
Apple, Inc. (a)	11,500		4,655
Hewlett-Packard Co.	2,674,715		71,174
			75,829
Electronic Equipment & Components - 1.1%
Arrow Electronics, Inc. (a)	441,295		15,909
Avnet, Inc. (a)	301,300		9,132
Corning, Inc.	3,444,282		49,219
TE Connectivity Ltd.	642,690		22,848
			97,108
Internet Software & Services - 0.2%
Google, Inc. Class A (a)	29,400		17,424
IT Services - 2.8%
Accenture PLC Class A	186,300		11,226
Cognizant Technology Solutions Corp. Class A (a)	242,800		17,664
International Business Machines Corp.	511,600		94,457
Paychex, Inc.	2,831,557		82,512
Visa, Inc. Class A	498,500		46,490
			252,349
Office Electronics - 0.3%
Canon, Inc. sponsored ADR	77,820		3,545
Xerox Corp.	3,046,002		24,916
			28,461
Semiconductors & Semiconductor Equipment - 1.7%
Applied Materials, Inc.	2,222,100		27,376
ASM Pacific Technology Ltd.	1,901,700		20,882
KLA-Tencor Corp.	850,599		40,055
Siliconware Precision Industries Co. Ltd. sponsored ADR	5,883,976		30,597
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2,522,114		$ 31,829
Teradyne, Inc. (a)	74,430		1,066
			151,805
Software - 0.7%
CA, Inc.	653,581		14,157
CompuGROUP Holding AG	54,158		697
Microsoft Corp.	1,821,274		48,501
			63,355
TOTAL INFORMATION TECHNOLOGY			835,468
MATERIALS - 0.5%
Chemicals - 0.4%
Arkema SA	18,600		1,272
BASF AG	64,435		4,743
Clariant AG (Reg.) (a)	119,596		1,308
Israel Chemicals Ltd.	115,900		1,395
LyondellBasell Industries NV Class A	48,300		1,587
PPG Industries, Inc.	274,900		23,754
Tokyo Ohka Kogyo Co. Ltd.	59,800		1,243
			35,302
Construction Materials - 0.0%
CRH PLC	97,900		1,772
Metals & Mining - 0.1%
Commercial Metals Co.	421,503		5,239
TOTAL MATERIALS			42,313
TELECOMMUNICATION SERVICES - 4.5%
Diversified Telecommunication Services - 4.3%
AT&T, Inc.	5,893,449		172,737
CenturyLink, Inc.	1,973,374		69,581
Koninklijke KPN NV	1,808,575		23,767
PT XL Axiata Tbk	3,024,500		1,692
Telenor ASA	142,600		2,546
Telstra Corp. Ltd.	1,167,075		3,790
Verizon Communications, Inc.	3,350,967		123,919
			398,032
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.2%
American Tower Corp. Class A (a)	53,400		$ 2,942
Sprint Nextel Corp. (a)	1,521,081		3,909
TIM Participacoes SA sponsored ADR	85,700		2,232
Total Access Communication PCL unit	769,700		1,842
Vodafone Group PLC	2,029,600		5,637
			16,562
TOTAL TELECOMMUNICATION SERVICES			414,594
UTILITIES - 5.3%
Electric Utilities - 3.8%
American Electric Power Co., Inc.	1,701,008		66,816
Cheung Kong Infrastructure Holdings Ltd.	199,000		1,066
Duke Energy Corp.	2,850,692		58,211
Edison International	332,640		13,505
FirstEnergy Corp.	991,312		44,569
ITC Holdings Corp.	37,600		2,733
NextEra Energy, Inc.	782,180		44,115
Osterreichische Elektrizitatswirtschafts AG	47,400		1,380
PPL Corp.	2,405,741		70,657
Southern Co.	1,060,300		45,805
			348,857
Gas Utilities - 0.0%
ONEOK, Inc.	38,900		2,958
Independent Power Producers & Energy Traders - 0.1%
International Power PLC	263,613		1,434
Tractebel Energia SA	120,800		1,935
			3,369
Multi-Utilities - 1.4%
Alliant Energy Corp.	128,300		5,232
CMS Energy Corp.	84,510		1,759
National Grid PLC	5,120,141		50,914
PG&E Corp.	502,123		21,541
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - continued
Public Service Enterprise Group, Inc.	501,345		$ 16,895
TECO Energy, Inc.	1,510,422		28,049
			124,390
TOTAL UTILITIES			479,574
TOTAL COMMON STOCKS (Cost $7,737,515)		8,134,791
Preferred Stocks - 4.1%
Convertible Preferred Stocks - 2.1%
CONSUMER DISCRETIONARY - 0.9%
Automobiles - 0.9%
General Motors Co. 4.75%	1,895,587		78,781
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Apache Corp. 6.00%	74,804		4,211
ATP Oil & Gas Corp. Series B, 8.00%	20,000		1,160
			5,371
FINANCIALS - 0.7%
Commercial Banks - 0.3%
Huntington Bancshares, Inc. 8.50%	25,776		27,580
Diversified Financial Services - 0.2%
Citigroup, Inc. 7.50%	131,700		12,517
Insurance - 0.1%
Hartford Financial Services Group, Inc. Series F 7.25%	713,122		14,947
Real Estate Investment Trusts - 0.1%
Health Care REIT, Inc. Series I, 6.50%	157,373		7,770
TOTAL FINANCIALS			62,814
HEALTH CARE - 0.0%
Health Care Equipment & Supplies - 0.0%
Alere, Inc. 3.00%	14,900		3,368
INDUSTRIALS - 0.0%
Professional Services - 0.0%
Nielsen Holdings B.V. 6.25%	77,000		4,408
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
MATERIALS - 0.2%
Metals & Mining - 0.2%
AngloGold Ashanti Holdings Finance PLC 6.00%	266,100		$ 13,640
UTILITIES - 0.2%
Electric Utilities - 0.2%
PPL Corp. 8.75%	402,600		21,841
TOTAL CONVERTIBLE PREFERRED STOCKS			190,223
Nonconvertible Preferred Stocks - 2.0%
CONSUMER DISCRETIONARY - 1.9%
Automobiles - 1.9%
Porsche Automobil Holding SE (Germany)	1,017,800		59,701
Volkswagen AG	650,206		114,097
			173,798
FINANCIALS - 0.1%
Consumer Finance - 0.1%
GMAC LLC 7.00% (e)	14,671		10,930
TOTAL NONCONVERTIBLE PREFERRED STOCKS			184,728
TOTAL PREFERRED STOCKS (Cost $377,423)		374,951
Investment Companies - 0.0%
2010 Swift Mandatory Common Exchange Security Trust CEF (e) (Cost $3,372)	350,000		3,277

Corporate Bonds - 3.4%
	Principal Amount (000s)
Convertible Bonds - 3.0%
CONSUMER DISCRETIONARY - 0.8%
Diversified Consumer Services - 0.2%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	$ 10,215		17,970
Hotels, Restaurants & Leisure - 0.2%
MGM Mirage, Inc. 4.25% 4/15/15	17,950		17,894
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - 0.1%
Eastman Kodak Co. 7% 4/1/17	$ 21,195		$ 7,444
Media - 0.3%
Liberty Media Corp.:
3.5% 1/15/31	6,985		4,776
4% 11/15/29	12,882		7,005
3.5% 1/15/31 (e)	19,810		13,545
Virgin Media, Inc. 6.5% 11/15/16	2,950		4,467
			29,793
TOTAL CONSUMER DISCRETIONARY			73,101
ENERGY - 0.3%
Oil, Gas & Consumable Fuels - 0.3%
Chesapeake Energy Corp. 2.5% 5/15/37	19,280		19,064
Peabody Energy Corp. 4.75% 12/15/66	4,960		5,406
Western Refining, Inc. 5.75% 6/15/14	3,750		6,194
			30,664
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (e)	17,382		7,083
HEALTH CARE - 0.1%
Health Care Equipment & Supplies - 0.1%
Teleflex, Inc. 3.875% 8/1/17	6,500		7,630
INDUSTRIALS - 0.2%
Commercial Services & Supplies - 0.2%
Covanta Holding Corp. 3.25% 6/1/14	16,700		18,173
INFORMATION TECHNOLOGY - 1.0%
Communications Equipment - 0.1%
InterDigital, Inc. 2.5% 3/15/16 (e)	6,020		6,351
Internet Software & Services - 0.2%
Equinix, Inc.:
3% 10/15/14	9,680		10,592
4.75% 6/15/16	6,900		9,378
			19,970
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
IT Services - 0.1%
CACI International, Inc. 2.125% 5/1/14	$ 9,700		$ 11,228
Semiconductors & Semiconductor Equipment - 0.4%
Advanced Micro Devices, Inc.:
6% 5/1/15 (e)	16,574		16,306
6% 5/1/15	8,251		8,117
Micron Technology, Inc. 1.875% 6/1/27	11,696		10,022
			34,445
Software - 0.2%
Nuance Communications, Inc. 2.75% 11/1/31 (e)	19,510		21,363
TOTAL INFORMATION TECHNOLOGY			93,357
MATERIALS - 0.5%
Chemicals - 0.3%
Hercules, Inc. 6.5% 6/30/29	31,600		23,425
Metals & Mining - 0.2%
Newmont Mining Corp.:
1.25% 7/15/14	7,380		11,245
1.625% 7/15/17	5,680		8,939
			20,184
TOTAL MATERIALS			43,609
TOTAL CONVERTIBLE BONDS			273,617
Nonconvertible Bonds - 0.4%
CONSUMER DISCRETIONARY - 0.1%
Diversified Consumer Services - 0.1%
ServiceMaster Co. 10.75% 7/15/15 pay-in-kind (e)(g)	11,000		11,330
CONSUMER STAPLES - 0.0%
Food & Staples Retailing - 0.0%
Tops Markets LLC 10.125% 10/15/15	2,500		2,525
ENERGY - 0.1%
Oil, Gas & Consumable Fuels - 0.1%
Western Refining, Inc. 11.25% 6/15/17 (e)	5,000		5,500
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Nonconvertible Bonds - continued
FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
Transportation Union LLC/Transportation Union Financing Corp. 11.375% 6/15/18	$ 2,242		$ 2,494
MATERIALS - 0.1%
Paper & Forest Products - 0.1%
ABI Escrow Corp. 10.25% 10/15/18 (e)	12,000		13,260
TELECOMMUNICATION SERVICES - 0.1%
Diversified Telecommunication Services - 0.1%
Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (e)	6,500		5,558
TOTAL NONCONVERTIBLE BONDS			40,667
TOTAL CORPORATE BONDS (Cost $351,928)		314,284
U.S. Treasury Obligations - 0.1%
U.S. Treasury Bills, yield at date of purchase 0.01% to 0.02% 11/25/11 to 12/1/11 (f) (Cost $10,700)	10,700		10,700
Floating Rate Loans - 0.1%
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Asurion LLC term loan 9% 5/24/19 (g) (Cost $6,172)	6,250		6,125

Money Market Funds - 3.2%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.12% (b)	257,545,737		$ 257,546
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	31,646,415		31,646
TOTAL MONEY MARKET FUNDS (Cost $289,192)		289,192
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $8,776,302)			9,133,320
NET OTHER ASSETS (LIABILITIES) - 0.0%			1,158
NET ASSETS - 100%		$ 9,134,478

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
1,977 CME E-mini S&P 500 Index Contracts	Dec. 2011	$ 123,493	$ (3,565)
259 NYFE Russell 2000 Mini Index Contracts	Dec. 2011	19,148	(691)
TOTAL EQUITY INDEX CONTRACTS		$ 142,641	$ (4,256)

The face value of futures purchased as a percentage of net assets is 1.6%

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(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 end of the period, the value of these securities amounted to $114,503,000 or 1.3% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $10,700,000.

(g) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 97
Fidelity Securities Lending Cash Central Fund	2,124
Total	$ 2,221

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Briggs & Stratton Corp.	$ 56,123	$ -	$ 19,538	$ 907	$ -
Total	$ 56,123	$ -	$ 19,538	$ 907	$ -

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 943,746	$ 915,260	$ 28,486	$ -
Consumer Staples	933,231	924,148	9,083	-
Energy	1,094,415	1,091,696	2,719	-
Financials	1,984,076	1,930,126	53,950	-
Health Care	946,937	798,133	148,804	-
Industrials	799,907	776,922	22,985	-
Information Technology	835,468	814,586	20,882	-
Materials	55,953	52,938	3,015	-
Telecommunication Services	414,594	401,633	12,961	-
Utilities	501,415	427,594	73,821	-
Investment Companies	3,277	-	3,277	-
Corporate Bonds	314,284	-	314,284	-
U.S. Government and Government Agency Obligations	10,700	-	10,700	-
Floating Rate Loans	6,125	-	6,125	-
Money Market Funds	289,192	289,192	-	-
Total Investments in Securities:	$ 9,133,320	$ 8,422,228	$ 711,092	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (4,256)	$ (4,256)	$ -	$ -

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $8,810,773,000. Net unrealized appreciation aggregated $322,547,000, of which $1,047,156,000 related to appreciated investment securities and $724,609,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For corporate bonds, floating rate loans and U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Large Cap Growth Fund

October 31, 2011

1.809091.108

LCG-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value
CONSUMER DISCRETIONARY - 14.9%
Auto Components - 0.0%
Autoliv, Inc.	300		$ 17,331
Automobiles - 0.0%
Tesla Motors, Inc. (a)	900		26,433
Diversified Consumer Services - 1.0%
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	19,600		580,944
Weight Watchers International, Inc.	11,800		880,516
			1,461,460
Hotels, Restaurants & Leisure - 0.9%
Arcos Dorados Holdings, Inc.	14,800		346,320
Brinker International, Inc.	36,200		828,980
Chipotle Mexican Grill, Inc. (a)	500		168,060
Dunkin' Brands Group, Inc. (a)	400		11,644
Las Vegas Sands Corp. (a)	300		14,085
			1,369,089
Household Durables - 2.9%
D.R. Horton, Inc.	15,800		175,854
iRobot Corp. (a)	13,900		470,654
Lennar Corp. Class A	4,700		77,738
M.D.C. Holdings, Inc.	16,600		371,840
Meritage Homes Corp. (a)	17,900		317,725
Ryland Group, Inc.	23,300		314,550
Standard Pacific Corp. (a)	142,400		432,896
Tempur-Pedic International, Inc. (a)	34,400		2,341,264
Toll Brothers, Inc. (a)	4,400		76,736
			4,579,257
Internet & Catalog Retail - 3.3%
Amazon.com, Inc. (a)	19,000		4,056,690
Netflix, Inc. (a)	800		65,664
Priceline.com, Inc. (a)	2,000		1,015,440
			5,137,794
Media - 0.7%
Pandora Media, Inc.	400		6,320
Time Warner, Inc.	19,600		685,804
Valassis Communications, Inc. (a)(d)	19,100		373,023
			1,065,147
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Multiline Retail - 1.3%
Dollar General Corp. (a)	23,800		$ 943,908
Dollar Tree, Inc. (a)	13,600		1,087,456
			2,031,364
Specialty Retail - 3.7%
Express, Inc.	800		18,072
Limited Brands, Inc.	16,200		691,902
Lowe's Companies, Inc.	14,100		296,382
PetSmart, Inc.	8,800		413,160
Sally Beauty Holdings, Inc. (a)	71,000		1,362,490
TJX Companies, Inc.	44,800		2,640,064
Urban Outfitters, Inc. (a)	600		16,350
Vitamin Shoppe, Inc. (a)	9,900		373,329
			5,811,749
Textiles, Apparel & Luxury Goods - 1.1%
Deckers Outdoor Corp. (a)	4,800		553,152
lululemon athletica, Inc. (a)	2,600		146,848
PVH Corp.	14,200		1,056,622
			1,756,622
TOTAL CONSUMER DISCRETIONARY			23,256,246
CONSUMER STAPLES - 10.2%
Beverages - 2.0%
Anheuser-Busch InBev SA NV	6,287		348,703
Beam, Inc.	1,600		79,088
Dr Pepper Snapple Group, Inc.	24,700		925,015
PepsiCo, Inc.	6,800		428,060
SABMiller PLC	8,700		317,813
The Coca-Cola Co.	15,700		1,072,624
			3,171,303
Food & Staples Retailing - 0.8%
Wal-Mart de Mexico SA de CV Series V	88,900		229,656
Whole Foods Market, Inc.	14,600		1,052,952
			1,282,608
Food Products - 2.1%
Danone sponsored ADR	24,700		341,848
Green Mountain Coffee Roasters, Inc. (a)(d)	34,200		2,223,684
Mead Johnson Nutrition Co. Class A	5,600		402,360
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Nestle SA sponsored ADR	6,100		$ 352,336
SunOpta, Inc. (a)	2,100		10,962
			3,331,190
Household Products - 1.8%
Colgate-Palmolive Co.	19,900		1,798,363
Kimberly-Clark Corp.	200		13,942
Procter & Gamble Co.	14,500		927,855
			2,740,160
Personal Products - 3.5%
Herbalife Ltd.	30,500		1,901,980
Nu Skin Enterprises, Inc. Class A	12,100		611,413
Schiff Nutrition International, Inc.	235,900		2,882,698
			5,396,091
TOTAL CONSUMER STAPLES			15,921,352
ENERGY - 10.9%
Energy Equipment & Services - 3.1%
Baker Hughes, Inc.	11,200		649,488
Dresser-Rand Group, Inc. (a)	11,700		566,280
Halliburton Co.	27,200		1,016,192
Helix Energy Solutions Group, Inc. (a)	4,200		75,852
McDermott International, Inc. (a)	7,300		80,154
Noble Corp.	4,800		172,512
Oceaneering International, Inc.	13,200		552,156
Schlumberger Ltd.	8,000		587,760
Transocean Ltd. (United States)	21,900		1,251,585
			4,951,979
Oil, Gas & Consumable Fuels - 7.8%
Alpha Natural Resources, Inc. (a)	15,670		376,707
Amyris, Inc. (a)	9,800		200,900
Atlas Pipeline Partners, LP	9,500		330,600
BP PLC sponsored ADR	6,429		284,033
Chesapeake Energy Corp.	13,100		368,372
Chevron Corp.	9,700		1,018,985
Exxon Mobil Corp.	68,400		5,341,356
Hess Corp.	9,200		575,552
HollyFrontier Corp.	24,000		736,560
Marathon Oil Corp.	11,400		296,742
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Marathon Petroleum Corp.	18,550		$ 665,945
Occidental Petroleum Corp.	10,300		957,282
Solazyme, Inc.	1,800		18,306
Southwestern Energy Co. (a)	15,500		651,620
Whiting Petroleum Corp. (a)	6,700		311,885
			12,134,845
TOTAL ENERGY			17,086,824
FINANCIALS - 3.6%
Capital Markets - 1.2%
Charles Schwab Corp.	35,700		438,396
HFF, Inc. (a)	10,500		115,500
Morgan Stanley	51,600		910,224
TD Ameritrade Holding Corp.	22,500		377,550
UBS AG (NY Shares) (a)	1,100		13,882
			1,855,552
Commercial Banks - 0.9%
Aozora Bank Ltd.	145,000		366,611
Barclays PLC	60,817		188,564
Wells Fargo & Co.	32,900		852,439
			1,407,614
Consumer Finance - 0.3%
SLM Corp.	32,300		441,541
Diversified Financial Services - 0.9%
Citigroup, Inc.	29,880		943,909
JPMorgan Chase & Co.	11,900		413,644
			1,357,553
Real Estate Management & Development - 0.3%
CBRE Group, Inc. (a)	19,000		337,820
Jones Lang LaSalle, Inc.	3,700		239,094
			576,914
TOTAL FINANCIALS			5,639,174
HEALTH CARE - 9.9%
Biotechnology - 5.2%
Achillion Pharmaceuticals, Inc. (a)	56,600		358,844
ADVENTRX Pharmaceuticals, Inc. (a)(d)	37,000		41,070
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Alexion Pharmaceuticals, Inc. (a)	16,400		$ 1,107,164
Amgen, Inc.	7,400		423,798
Amicus Therapeutics, Inc. (a)	91,680		301,627
Amylin Pharmaceuticals, Inc. (a)	3,100		35,712
Ardea Biosciences, Inc. (a)	10,400		207,064
ARIAD Pharmaceuticals, Inc. (a)	47,600		553,588
ArQule, Inc. (a)	34,900		202,769
Biogen Idec, Inc. (a)	10,000		1,163,600
BioMarin Pharmaceutical, Inc. (a)	18,000		613,980
Dynavax Technologies Corp. (a)	88,900		241,808
Exelixis, Inc. (a)	25,200		194,796
Geron Corp. (a)(d)	55,900		131,365
Gilead Sciences, Inc. (a)	28,200		1,174,812
Inhibitex, Inc. (a)	59,500		231,455
Lexicon Pharmaceuticals, Inc. (a)	67,400		81,554
Neurocrine Biosciences, Inc. (a)	56,800		355,568
NPS Pharmaceuticals, Inc. (a)	19,200		99,264
Theravance, Inc. (a)	13,900		308,997
United Therapeutics Corp. (a)	6,300		275,499
ZIOPHARM Oncology, Inc. (a)	17,400		85,434
			8,189,768
Health Care Equipment & Supplies - 0.8%
Alere, Inc. (a)	14,400		375,264
Edwards Lifesciences Corp. (a)	7,500		565,650
Mako Surgical Corp. (a)	2,400		92,280
MELA Sciences, Inc. (a)(d)	24,300		139,482
Sirona Dental Systems, Inc. (a)	1,700		81,430
Stryker Corp.	300		14,373
			1,268,479
Health Care Providers & Services - 1.8%
Aetna, Inc.	3,900		155,064
Henry Schein, Inc. (a)	200		13,864
McKesson Corp.	14,400		1,174,320
Medco Health Solutions, Inc. (a)	18,600		1,020,396
WellPoint, Inc.	5,700		392,730
			2,756,374
Health Care Technology - 0.4%
Cerner Corp. (a)	8,700		551,841
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	2,300		$ 70,426
Thermo Fisher Scientific, Inc. (a)	8,000		402,160
			472,586
Pharmaceuticals - 1.4%
Allergan, Inc.	200		16,824
AVANIR Pharmaceuticals Class A (a)(d)	76,500		228,735
Cadence Pharmaceuticals, Inc. (a)(d)	29,100		169,653
Elan Corp. PLC sponsored ADR (a)	37,800		453,222
Eli Lilly & Co.	18,100		672,596
Endocyte, Inc.	700		6,797
Impax Laboratories, Inc. (a)	4,100		77,531
Optimer Pharmaceuticals, Inc. (a)	11,000		156,970
Shire PLC sponsored ADR	4,200		396,060
			2,178,388
TOTAL HEALTH CARE			15,417,436
INDUSTRIALS - 11.4%
Aerospace & Defense - 3.8%
Precision Castparts Corp.	4,500		734,175
Raytheon Co.	8,600		380,034
Rockwell Collins, Inc.	17,800		993,774
Textron, Inc.	59,900		1,163,258
United Technologies Corp.	34,800		2,713,704
			5,984,945
Airlines - 0.5%
Copa Holdings SA Class A	6,400		442,048
Southwest Airlines Co.	31,800		271,890
			713,938
Building Products - 0.1%
Armstrong World Industries, Inc.	5,000		212,950
Commercial Services & Supplies - 0.0%
Sykes Enterprises, Inc. (a)	600		9,558
Construction & Engineering - 0.9%
Fluor Corp.	16,400		932,340
Jacobs Engineering Group, Inc. (a)	7,200		279,360
KBR, Inc.	5,900		164,669
			1,376,369
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - 0.5%
Alstom SA	13,083		$ 490,661
Emerson Electric Co.	5,300		255,036
Regal-Beloit Corp.	500		26,565
			772,262
Industrial Conglomerates - 0.2%
General Electric Co.	23,200		387,672
Machinery - 2.2%
Cummins, Inc.	16,500		1,640,595
Fanuc Corp.	1,000		161,711
Ingersoll-Rand Co. Ltd.	45,500		1,416,415
WABCO Holdings, Inc. (a)	1,100		55,231
Wabtec Corp.	2,300		154,514
			3,428,466
Professional Services - 2.2%
IHS, Inc. Class A (a)	6,000		503,940
Kforce, Inc. (a)	12,900		164,604
Manpower, Inc.	11,200		483,168
Robert Half International, Inc.	22,200		586,746
Towers Watson & Co.	25,700		1,688,490
			3,426,948
Road & Rail - 0.4%
Union Pacific Corp.	6,300		627,291
Trading Companies & Distributors - 0.6%
Mills Estruturas e Servicos de Engenharia SA	6,000		59,923
WESCO International, Inc. (a)	16,800		814,128
			874,051
TOTAL INDUSTRIALS			17,814,450
INFORMATION TECHNOLOGY - 31.5%
Communications Equipment - 3.6%
Cisco Systems, Inc.	22,500		416,925
Juniper Networks, Inc. (a)	50,800		1,243,076
Motorola Solutions, Inc.	17,200		806,852
Polycom, Inc. (a)	11,200		185,136
QUALCOMM, Inc.	53,500		2,760,600
Riverbed Technology, Inc. (a)	9,200		253,736
			5,666,325
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 8.5%
Apple, Inc. (a)	31,500		$ 12,750,568
EMC Corp. (a)	600		14,706
SanDisk Corp. (a)	10,800		547,236
			13,312,510
Electronic Equipment & Components - 0.1%
Arrow Electronics, Inc. (a)	3,200		115,360
Internet Software & Services - 6.3%
Baidu.com, Inc. sponsored ADR (a)	5,000		700,900
eBay, Inc. (a)	40,100		1,276,383
Facebook, Inc. Class B (e)	6,574		164,350
Google, Inc. Class A (a)	9,800		5,807,872
Mail.ru Group Ltd. GDR (Reg. S)	4,300		148,135
NIC, Inc.	1,200		16,572
Rackspace Hosting, Inc. (a)	39,104		1,618,515
Yandex NV	5,100		140,352
			9,873,079
IT Services - 3.2%
Cognizant Technology Solutions Corp. Class A (a)	47,900		3,484,725
International Business Machines Corp.	4,000		738,520
MasterCard, Inc. Class A	1,300		451,412
Virtusa Corp. (a)	20,300		330,687
			5,005,344
Office Electronics - 0.1%
Xerox Corp.	15,800		129,244
Semiconductors & Semiconductor Equipment - 2.3%
Analog Devices, Inc.	4,300		157,251
ASML Holding NV	8,900		373,177
Avago Technologies Ltd.	8,200		276,914
Broadcom Corp. Class A	13,100		472,779
Cymer, Inc. (a)	3,800		165,110
Freescale Semiconductor Holdings I Ltd.	8,900		117,391
GT Advanced Technologies, Inc. (a)(d)	49,300		404,260
Inphi Corp.	600		6,624
Marvell Technology Group Ltd. (a)	57,100		798,829
Micron Technology, Inc. (a)	29,300		163,787
NVIDIA Corp. (a)	37,700		557,960
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,300		16,406
			3,510,488
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 7.4%
Citrix Systems, Inc. (a)	12,200		$ 888,526
CompuGROUP Holding AG	6,400		82,370
Informatica Corp. (a)	15,400		700,700
Intuit, Inc.	8,100		434,727
Microsoft Corp.	3,200		85,216
Oracle Corp.	123,900		4,060,203
Red Hat, Inc. (a)	15,200		754,680
Rovi Corp. (a)	15,700		777,778
salesforce.com, Inc. (a)	18,000		2,397,060
Solera Holdings, Inc.	14,400		786,672
VMware, Inc. Class A (a)	5,100		498,525
			11,466,457
TOTAL INFORMATION TECHNOLOGY			49,078,807
MATERIALS - 4.8%
Chemicals - 2.0%
Ashland, Inc.	12,800		677,888
CF Industries Holdings, Inc.	6,500		1,054,755
Innophos Holdings, Inc.	10,300		453,097
LyondellBasell Industries NV Class A	17,600		578,336
Sherwin-Williams Co.	200		16,542
W.R. Grace & Co. (a)	7,200		300,888
			3,081,506
Metals & Mining - 2.8%
Alcoa, Inc.	13,000		139,880
AngloGold Ashanti Ltd. sponsored ADR	11,500		519,915
Barrick Gold Corp.	6,500		320,876
Freeport-McMoRan Copper & Gold, Inc.	10,300		414,678
Goldcorp, Inc.	19,200		934,143
Ivanhoe Mines Ltd. (a)	27,100		554,587
Kinross Gold Corp.	23,300		332,139
Newcrest Mining Ltd.	8,892		314,290
Newmont Mining Corp.	12,400		828,692
			4,359,200
TOTAL MATERIALS			7,440,706
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 1.4%
Wireless Telecommunication Services - 1.4%
American Tower Corp. Class A (a)	40,800		$ 2,248,080
TOTAL COMMON STOCKS (Cost $137,921,432)		153,903,075
Nonconvertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen AG (Cost $197,308)	1,500		263,218
Money Market Funds - 3.2%
Fidelity Cash Central Fund, 0.12% (b)	1,346,382		1,346,382
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	3,654,700		3,654,700
TOTAL MONEY MARKET FUNDS (Cost $5,001,082)		5,001,082
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $143,119,822)			159,167,375
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(3,124,710)
NET ASSETS - 100%		$ 156,042,665

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) 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 $164,350 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 164,398

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 2,174
Fidelity Securities Lending Cash Central Fund	87,839
Total	$ 90,013

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 23,519,464	$ 23,519,464	$ -	$ -
Consumer Staples	15,921,352	15,572,649	348,703	-
Energy	17,086,824	17,086,824	-	-
Financials	5,639,174	5,083,999	555,175	-
Health Care	15,417,436	15,417,436	-	-
Industrials	17,814,450	17,652,739	161,711	-
Information Technology	49,078,807	48,914,457	-	164,350
Materials	7,440,706	7,126,416	314,290	-
Telecommunication Services	2,248,080	2,248,080	-	-
Money Market Funds	5,001,082	5,001,082	-	-
Total Investments in Securities:	$ 159,167,375	$ 157,623,146	$ 1,379,879	$ 164,350

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(48)
Cost of Purchases	164,398
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 164,350
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011	$ (48)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $143,201,976. Net unrealized appreciation aggregated $15,965,399, of which $23,748,908 related to appreciated investment securities and $7,783,509 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Large Cap
Growth Fund
Class A
Class T
Class B
Class C
Institutional Class

October 31, 2011

1.859107.105

ALCG-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.6%
	Shares		Value
CONSUMER DISCRETIONARY - 14.9%
Auto Components - 0.0%
Autoliv, Inc.	300		$ 17,331
Automobiles - 0.0%
Tesla Motors, Inc. (a)	900		26,433
Diversified Consumer Services - 1.0%
New Oriental Education & Technology Group, Inc. sponsored ADR (a)	19,600		580,944
Weight Watchers International, Inc.	11,800		880,516
			1,461,460
Hotels, Restaurants & Leisure - 0.9%
Arcos Dorados Holdings, Inc.	14,800		346,320
Brinker International, Inc.	36,200		828,980
Chipotle Mexican Grill, Inc. (a)	500		168,060
Dunkin' Brands Group, Inc. (a)	400		11,644
Las Vegas Sands Corp. (a)	300		14,085
			1,369,089
Household Durables - 2.9%
D.R. Horton, Inc.	15,800		175,854
iRobot Corp. (a)	13,900		470,654
Lennar Corp. Class A	4,700		77,738
M.D.C. Holdings, Inc.	16,600		371,840
Meritage Homes Corp. (a)	17,900		317,725
Ryland Group, Inc.	23,300		314,550
Standard Pacific Corp. (a)	142,400		432,896
Tempur-Pedic International, Inc. (a)	34,400		2,341,264
Toll Brothers, Inc. (a)	4,400		76,736
			4,579,257
Internet & Catalog Retail - 3.3%
Amazon.com, Inc. (a)	19,000		4,056,690
Netflix, Inc. (a)	800		65,664
Priceline.com, Inc. (a)	2,000		1,015,440
			5,137,794
Media - 0.7%
Pandora Media, Inc.	400		6,320
Time Warner, Inc.	19,600		685,804
Valassis Communications, Inc. (a)(d)	19,100		373,023
			1,065,147
Common Stocks - continued
	Shares		Value
CONSUMER DISCRETIONARY - continued
Multiline Retail - 1.3%
Dollar General Corp. (a)	23,800		$ 943,908
Dollar Tree, Inc. (a)	13,600		1,087,456
			2,031,364
Specialty Retail - 3.7%
Express, Inc.	800		18,072
Limited Brands, Inc.	16,200		691,902
Lowe's Companies, Inc.	14,100		296,382
PetSmart, Inc.	8,800		413,160
Sally Beauty Holdings, Inc. (a)	71,000		1,362,490
TJX Companies, Inc.	44,800		2,640,064
Urban Outfitters, Inc. (a)	600		16,350
Vitamin Shoppe, Inc. (a)	9,900		373,329
			5,811,749
Textiles, Apparel & Luxury Goods - 1.1%
Deckers Outdoor Corp. (a)	4,800		553,152
lululemon athletica, Inc. (a)	2,600		146,848
PVH Corp.	14,200		1,056,622
			1,756,622
TOTAL CONSUMER DISCRETIONARY			23,256,246
CONSUMER STAPLES - 10.2%
Beverages - 2.0%
Anheuser-Busch InBev SA NV	6,287		348,703
Beam, Inc.	1,600		79,088
Dr Pepper Snapple Group, Inc.	24,700		925,015
PepsiCo, Inc.	6,800		428,060
SABMiller PLC	8,700		317,813
The Coca-Cola Co.	15,700		1,072,624
			3,171,303
Food & Staples Retailing - 0.8%
Wal-Mart de Mexico SA de CV Series V	88,900		229,656
Whole Foods Market, Inc.	14,600		1,052,952
			1,282,608
Food Products - 2.1%
Danone sponsored ADR	24,700		341,848
Green Mountain Coffee Roasters, Inc. (a)(d)	34,200		2,223,684
Mead Johnson Nutrition Co. Class A	5,600		402,360
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - continued
Nestle SA sponsored ADR	6,100		$ 352,336
SunOpta, Inc. (a)	2,100		10,962
			3,331,190
Household Products - 1.8%
Colgate-Palmolive Co.	19,900		1,798,363
Kimberly-Clark Corp.	200		13,942
Procter & Gamble Co.	14,500		927,855
			2,740,160
Personal Products - 3.5%
Herbalife Ltd.	30,500		1,901,980
Nu Skin Enterprises, Inc. Class A	12,100		611,413
Schiff Nutrition International, Inc.	235,900		2,882,698
			5,396,091
TOTAL CONSUMER STAPLES			15,921,352
ENERGY - 10.9%
Energy Equipment & Services - 3.1%
Baker Hughes, Inc.	11,200		649,488
Dresser-Rand Group, Inc. (a)	11,700		566,280
Halliburton Co.	27,200		1,016,192
Helix Energy Solutions Group, Inc. (a)	4,200		75,852
McDermott International, Inc. (a)	7,300		80,154
Noble Corp.	4,800		172,512
Oceaneering International, Inc.	13,200		552,156
Schlumberger Ltd.	8,000		587,760
Transocean Ltd. (United States)	21,900		1,251,585
			4,951,979
Oil, Gas & Consumable Fuels - 7.8%
Alpha Natural Resources, Inc. (a)	15,670		376,707
Amyris, Inc. (a)	9,800		200,900
Atlas Pipeline Partners, LP	9,500		330,600
BP PLC sponsored ADR	6,429		284,033
Chesapeake Energy Corp.	13,100		368,372
Chevron Corp.	9,700		1,018,985
Exxon Mobil Corp.	68,400		5,341,356
Hess Corp.	9,200		575,552
HollyFrontier Corp.	24,000		736,560
Marathon Oil Corp.	11,400		296,742
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Marathon Petroleum Corp.	18,550		$ 665,945
Occidental Petroleum Corp.	10,300		957,282
Solazyme, Inc.	1,800		18,306
Southwestern Energy Co. (a)	15,500		651,620
Whiting Petroleum Corp. (a)	6,700		311,885
			12,134,845
TOTAL ENERGY			17,086,824
FINANCIALS - 3.6%
Capital Markets - 1.2%
Charles Schwab Corp.	35,700		438,396
HFF, Inc. (a)	10,500		115,500
Morgan Stanley	51,600		910,224
TD Ameritrade Holding Corp.	22,500		377,550
UBS AG (NY Shares) (a)	1,100		13,882
			1,855,552
Commercial Banks - 0.9%
Aozora Bank Ltd.	145,000		366,611
Barclays PLC	60,817		188,564
Wells Fargo & Co.	32,900		852,439
			1,407,614
Consumer Finance - 0.3%
SLM Corp.	32,300		441,541
Diversified Financial Services - 0.9%
Citigroup, Inc.	29,880		943,909
JPMorgan Chase & Co.	11,900		413,644
			1,357,553
Real Estate Management & Development - 0.3%
CBRE Group, Inc. (a)	19,000		337,820
Jones Lang LaSalle, Inc.	3,700		239,094
			576,914
TOTAL FINANCIALS			5,639,174
HEALTH CARE - 9.9%
Biotechnology - 5.2%
Achillion Pharmaceuticals, Inc. (a)	56,600		358,844
ADVENTRX Pharmaceuticals, Inc. (a)(d)	37,000		41,070
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Biotechnology - continued
Alexion Pharmaceuticals, Inc. (a)	16,400		$ 1,107,164
Amgen, Inc.	7,400		423,798
Amicus Therapeutics, Inc. (a)	91,680		301,627
Amylin Pharmaceuticals, Inc. (a)	3,100		35,712
Ardea Biosciences, Inc. (a)	10,400		207,064
ARIAD Pharmaceuticals, Inc. (a)	47,600		553,588
ArQule, Inc. (a)	34,900		202,769
Biogen Idec, Inc. (a)	10,000		1,163,600
BioMarin Pharmaceutical, Inc. (a)	18,000		613,980
Dynavax Technologies Corp. (a)	88,900		241,808
Exelixis, Inc. (a)	25,200		194,796
Geron Corp. (a)(d)	55,900		131,365
Gilead Sciences, Inc. (a)	28,200		1,174,812
Inhibitex, Inc. (a)	59,500		231,455
Lexicon Pharmaceuticals, Inc. (a)	67,400		81,554
Neurocrine Biosciences, Inc. (a)	56,800		355,568
NPS Pharmaceuticals, Inc. (a)	19,200		99,264
Theravance, Inc. (a)	13,900		308,997
United Therapeutics Corp. (a)	6,300		275,499
ZIOPHARM Oncology, Inc. (a)	17,400		85,434
			8,189,768
Health Care Equipment & Supplies - 0.8%
Alere, Inc. (a)	14,400		375,264
Edwards Lifesciences Corp. (a)	7,500		565,650
Mako Surgical Corp. (a)	2,400		92,280
MELA Sciences, Inc. (a)(d)	24,300		139,482
Sirona Dental Systems, Inc. (a)	1,700		81,430
Stryker Corp.	300		14,373
			1,268,479
Health Care Providers & Services - 1.8%
Aetna, Inc.	3,900		155,064
Henry Schein, Inc. (a)	200		13,864
McKesson Corp.	14,400		1,174,320
Medco Health Solutions, Inc. (a)	18,600		1,020,396
WellPoint, Inc.	5,700		392,730
			2,756,374
Health Care Technology - 0.4%
Cerner Corp. (a)	8,700		551,841
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)	2,300		$ 70,426
Thermo Fisher Scientific, Inc. (a)	8,000		402,160
			472,586
Pharmaceuticals - 1.4%
Allergan, Inc.	200		16,824
AVANIR Pharmaceuticals Class A (a)(d)	76,500		228,735
Cadence Pharmaceuticals, Inc. (a)(d)	29,100		169,653
Elan Corp. PLC sponsored ADR (a)	37,800		453,222
Eli Lilly & Co.	18,100		672,596
Endocyte, Inc.	700		6,797
Impax Laboratories, Inc. (a)	4,100		77,531
Optimer Pharmaceuticals, Inc. (a)	11,000		156,970
Shire PLC sponsored ADR	4,200		396,060
			2,178,388
TOTAL HEALTH CARE			15,417,436
INDUSTRIALS - 11.4%
Aerospace & Defense - 3.8%
Precision Castparts Corp.	4,500		734,175
Raytheon Co.	8,600		380,034
Rockwell Collins, Inc.	17,800		993,774
Textron, Inc.	59,900		1,163,258
United Technologies Corp.	34,800		2,713,704
			5,984,945
Airlines - 0.5%
Copa Holdings SA Class A	6,400		442,048
Southwest Airlines Co.	31,800		271,890
			713,938
Building Products - 0.1%
Armstrong World Industries, Inc.	5,000		212,950
Commercial Services & Supplies - 0.0%
Sykes Enterprises, Inc. (a)	600		9,558
Construction & Engineering - 0.9%
Fluor Corp.	16,400		932,340
Jacobs Engineering Group, Inc. (a)	7,200		279,360
KBR, Inc.	5,900		164,669
			1,376,369
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Electrical Equipment - 0.5%
Alstom SA	13,083		$ 490,661
Emerson Electric Co.	5,300		255,036
Regal-Beloit Corp.	500		26,565
			772,262
Industrial Conglomerates - 0.2%
General Electric Co.	23,200		387,672
Machinery - 2.2%
Cummins, Inc.	16,500		1,640,595
Fanuc Corp.	1,000		161,711
Ingersoll-Rand Co. Ltd.	45,500		1,416,415
WABCO Holdings, Inc. (a)	1,100		55,231
Wabtec Corp.	2,300		154,514
			3,428,466
Professional Services - 2.2%
IHS, Inc. Class A (a)	6,000		503,940
Kforce, Inc. (a)	12,900		164,604
Manpower, Inc.	11,200		483,168
Robert Half International, Inc.	22,200		586,746
Towers Watson & Co.	25,700		1,688,490
			3,426,948
Road & Rail - 0.4%
Union Pacific Corp.	6,300		627,291
Trading Companies & Distributors - 0.6%
Mills Estruturas e Servicos de Engenharia SA	6,000		59,923
WESCO International, Inc. (a)	16,800		814,128
			874,051
TOTAL INDUSTRIALS			17,814,450
INFORMATION TECHNOLOGY - 31.5%
Communications Equipment - 3.6%
Cisco Systems, Inc.	22,500		416,925
Juniper Networks, Inc. (a)	50,800		1,243,076
Motorola Solutions, Inc.	17,200		806,852
Polycom, Inc. (a)	11,200		185,136
QUALCOMM, Inc.	53,500		2,760,600
Riverbed Technology, Inc. (a)	9,200		253,736
			5,666,325
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 8.5%
Apple, Inc. (a)	31,500		$ 12,750,568
EMC Corp. (a)	600		14,706
SanDisk Corp. (a)	10,800		547,236
			13,312,510
Electronic Equipment & Components - 0.1%
Arrow Electronics, Inc. (a)	3,200		115,360
Internet Software & Services - 6.3%
Baidu.com, Inc. sponsored ADR (a)	5,000		700,900
eBay, Inc. (a)	40,100		1,276,383
Facebook, Inc. Class B (e)	6,574		164,350
Google, Inc. Class A (a)	9,800		5,807,872
Mail.ru Group Ltd. GDR (Reg. S)	4,300		148,135
NIC, Inc.	1,200		16,572
Rackspace Hosting, Inc. (a)	39,104		1,618,515
Yandex NV	5,100		140,352
			9,873,079
IT Services - 3.2%
Cognizant Technology Solutions Corp. Class A (a)	47,900		3,484,725
International Business Machines Corp.	4,000		738,520
MasterCard, Inc. Class A	1,300		451,412
Virtusa Corp. (a)	20,300		330,687
			5,005,344
Office Electronics - 0.1%
Xerox Corp.	15,800		129,244
Semiconductors & Semiconductor Equipment - 2.3%
Analog Devices, Inc.	4,300		157,251
ASML Holding NV	8,900		373,177
Avago Technologies Ltd.	8,200		276,914
Broadcom Corp. Class A	13,100		472,779
Cymer, Inc. (a)	3,800		165,110
Freescale Semiconductor Holdings I Ltd.	8,900		117,391
GT Advanced Technologies, Inc. (a)(d)	49,300		404,260
Inphi Corp.	600		6,624
Marvell Technology Group Ltd. (a)	57,100		798,829
Micron Technology, Inc. (a)	29,300		163,787
NVIDIA Corp. (a)	37,700		557,960
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	1,300		16,406
			3,510,488
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 7.4%
Citrix Systems, Inc. (a)	12,200		$ 888,526
CompuGROUP Holding AG	6,400		82,370
Informatica Corp. (a)	15,400		700,700
Intuit, Inc.	8,100		434,727
Microsoft Corp.	3,200		85,216
Oracle Corp.	123,900		4,060,203
Red Hat, Inc. (a)	15,200		754,680
Rovi Corp. (a)	15,700		777,778
salesforce.com, Inc. (a)	18,000		2,397,060
Solera Holdings, Inc.	14,400		786,672
VMware, Inc. Class A (a)	5,100		498,525
			11,466,457
TOTAL INFORMATION TECHNOLOGY			49,078,807
MATERIALS - 4.8%
Chemicals - 2.0%
Ashland, Inc.	12,800		677,888
CF Industries Holdings, Inc.	6,500		1,054,755
Innophos Holdings, Inc.	10,300		453,097
LyondellBasell Industries NV Class A	17,600		578,336
Sherwin-Williams Co.	200		16,542
W.R. Grace & Co. (a)	7,200		300,888
			3,081,506
Metals & Mining - 2.8%
Alcoa, Inc.	13,000		139,880
AngloGold Ashanti Ltd. sponsored ADR	11,500		519,915
Barrick Gold Corp.	6,500		320,876
Freeport-McMoRan Copper & Gold, Inc.	10,300		414,678
Goldcorp, Inc.	19,200		934,143
Ivanhoe Mines Ltd. (a)	27,100		554,587
Kinross Gold Corp.	23,300		332,139
Newcrest Mining Ltd.	8,892		314,290
Newmont Mining Corp.	12,400		828,692
			4,359,200
TOTAL MATERIALS			7,440,706
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 1.4%
Wireless Telecommunication Services - 1.4%
American Tower Corp. Class A (a)	40,800		$ 2,248,080
TOTAL COMMON STOCKS (Cost $137,921,432)		153,903,075
Nonconvertible Preferred Stocks - 0.2%
CONSUMER DISCRETIONARY - 0.2%
Automobiles - 0.2%
Volkswagen AG (Cost $197,308)	1,500		263,218
Money Market Funds - 3.2%
Fidelity Cash Central Fund, 0.12% (b)	1,346,382		1,346,382
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	3,654,700		3,654,700
TOTAL MONEY MARKET FUNDS (Cost $5,001,082)		5,001,082
TOTAL INVESTMENT PORTFOLIO - 102.0% (Cost $143,119,822)			159,167,375
NET OTHER ASSETS (LIABILITIES) - (2.0)%			(3,124,710)
NET ASSETS - 100%		$ 156,042,665

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) 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 $164,350 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Facebook, Inc. Class B	3/31/11 - 5/19/11	$ 164,398

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 2,174
Fidelity Securities Lending Cash Central Fund	87,839
Total	$ 90,013

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 23,519,464	$ 23,519,464	$ -	$ -
Consumer Staples	15,921,352	15,572,649	348,703	-
Energy	17,086,824	17,086,824	-	-
Financials	5,639,174	5,083,999	555,175	-
Health Care	15,417,436	15,417,436	-	-
Industrials	17,814,450	17,652,739	161,711	-
Information Technology	49,078,807	48,914,457	-	164,350
Materials	7,440,706	7,126,416	314,290	-
Telecommunication Services	2,248,080	2,248,080	-	-
Money Market Funds	5,001,082	5,001,082	-	-
Total Investments in Securities:	$ 159,167,375	$ 157,623,146	$ 1,379,879	$ 164,350

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(48)
Cost of Purchases	164,398
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 164,350
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011	$ (48)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $143,201,976. Net unrealized appreciation aggregated $15,965,399, of which $23,748,908 related to appreciated investment securities and $7,783,509 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Stock Selector Large Cap Value Fund

(formerly Fidelity Large Cap Value Fund)

October 31, 2011

1.809080.108

LCV-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value
CONSUMER DISCRETIONARY - 8.3%
Auto Components - 0.6%
Autoliv, Inc.	59,800		$ 3,454,646
Hotels, Restaurants & Leisure - 0.5%
Penn National Gaming, Inc. (a)	76,849		2,766,564
Household Durables - 0.8%
Jarden Corp.	143,495		4,596,145
Media - 3.6%
CBS Corp. Class B	130,991		3,380,878
Comcast Corp. Class A	227,175		5,327,254
The Walt Disney Co.	182,100		6,351,648
Time Warner, Inc.	131,000		4,583,690
			19,643,470
Multiline Retail - 1.9%
Macy's, Inc.	134,300		4,100,179
Target Corp.	113,834		6,232,412
			10,332,591
Specialty Retail - 0.9%
Lowe's Companies, Inc.	223,863		4,705,600
TOTAL CONSUMER DISCRETIONARY			45,499,016
CONSUMER STAPLES - 7.5%
Beverages - 0.8%
Coca-Cola Enterprises, Inc.	88,970		2,386,175
PepsiCo, Inc.	29,780		1,874,651
			4,260,826
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	80,990		2,939,937
Kroger Co.	113,330		2,626,989
Walgreen Co.	49,740		1,651,368
			7,218,294
Food Products - 3.0%
Archer Daniels Midland Co.	79,130		2,290,022
ConAgra Foods, Inc.	108,810		2,756,157
Kraft Foods, Inc. Class A	158,690		5,582,714
Sara Lee Corp.	135,240		2,407,272
The J.M. Smucker Co.	42,520		3,274,890
			16,311,055
Household Products - 2.1%
Procter & Gamble Co.	180,780		11,568,112
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 0.3%
Lorillard, Inc.	15,500		$ 1,715,230
TOTAL CONSUMER STAPLES			41,073,517
ENERGY - 12.1%
Energy Equipment & Services - 1.3%
Halliburton Co.	108,446		4,051,543
Transocean Ltd. (United States)	52,403		2,994,831
			7,046,374
Oil, Gas & Consumable Fuels - 10.8%
Anadarko Petroleum Corp.	60,320		4,735,120
Apache Corp.	34,492		3,436,438
Canadian Natural Resources Ltd.	125,770		4,436,047
El Paso Corp.	66,600		1,665,666
Exxon Mobil Corp.	68,500		5,349,165
HollyFrontier Corp.	30,700		942,183
Marathon Petroleum Corp.	14,300		513,370
Noble Energy, Inc.	28,780		2,571,205
Occidental Petroleum Corp.	112,378		10,444,411
Royal Dutch Shell PLC Class A sponsored ADR (d)	215,631		15,290,394
Suncor Energy, Inc.	66,300		2,111,677
Whiting Petroleum Corp. (a)	55,607		2,588,506
Williams Companies, Inc.	178,498		5,374,575
			59,458,757
TOTAL ENERGY			66,505,131
FINANCIALS - 25.8%
Capital Markets - 3.9%
Bank of New York Mellon Corp.	285,500		6,075,440
Invesco Ltd.	227,800		4,571,946
Morgan Stanley	211,000		3,722,040
State Street Corp.	166,100		6,708,779
			21,078,205
Commercial Banks - 8.3%
CIT Group, Inc. (a)	131,600		4,586,260
Itau Unibanco Banco Multiplo SA sponsored ADR	240,600		4,600,272
PNC Financial Services Group, Inc.	126,600		6,799,686
Popular, Inc. (a)	1,634,800		3,040,728
Regions Financial Corp.	540,000		2,122,200
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp	353,700		$ 9,051,183
Wells Fargo & Co.	584,000		15,131,440
			45,331,769
Consumer Finance - 0.9%
SLM Corp.	363,300		4,966,311
Insurance - 9.3%
ACE Ltd.	88,600		6,392,490
AFLAC, Inc.	122,750		5,534,798
Allstate Corp.	206,100		5,428,674
Berkshire Hathaway, Inc. Class B (a)	210,357		16,378,396
MetLife, Inc.	175,800		6,181,128
StanCorp Financial Group, Inc.	75,600		2,565,864
Torchmark Corp.	82,650		3,382,865
XL Group PLC Class A	239,000		5,195,860
			51,060,075
Real Estate Investment Trusts - 1.0%
Public Storage	44,100		5,691,105
Real Estate Management & Development - 1.5%
Kennedy-Wilson Holdings, Inc.	680,000		8,445,600
Thrifts & Mortgage Finance - 0.9%
People's United Financial, Inc.	372,000		4,743,000
TOTAL FINANCIALS			141,316,065
HEALTH CARE - 12.2%
Biotechnology - 1.0%
Amgen, Inc.	98,000		5,612,460
Health Care Equipment & Supplies - 0.7%
Covidien PLC	30,400		1,430,016
Zimmer Holdings, Inc. (a)	49,700		2,615,711
			4,045,727
Health Care Providers & Services - 2.5%
Aetna, Inc.	12,900		512,904
Cardinal Health, Inc.	50,800		2,248,916
Community Health Systems, Inc. (a)	75,000		1,311,000
Express Scripts, Inc. (a)	23,400		1,070,082
Quest Diagnostics, Inc.	20,800		1,160,640
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
UnitedHealth Group, Inc.	102,500		$ 4,918,975
WellPoint, Inc.	35,300		2,432,170
			13,654,687
Life Sciences Tools & Services - 0.5%
Thermo Fisher Scientific, Inc. (a)	56,442		2,837,339
Pharmaceuticals - 7.5%
Abbott Laboratories	6,500		350,155
Bristol-Myers Squibb Co.	76,900		2,429,271
Johnson & Johnson	184,500		11,879,955
Merck & Co., Inc.	313,700		10,822,650
Pfizer, Inc.	721,700		13,899,942
Sanofi-aventis sponsored ADR	39,800		1,422,850
			40,804,823
TOTAL HEALTH CARE			66,955,036
INDUSTRIALS - 8.7%
Aerospace & Defense - 0.8%
Meggitt PLC	107,184		662,948
Raytheon Co.	84,800		3,747,312
			4,410,260
Airlines - 0.3%
SkyWest, Inc.	135,600		1,818,396
Commercial Services & Supplies - 1.1%
Republic Services, Inc.	209,000		5,948,140
Construction & Engineering - 0.8%
Jacobs Engineering Group, Inc. (a)	106,400		4,128,320
Electrical Equipment - 0.5%
Prysmian SpA	179,229		2,715,983
Industrial Conglomerates - 3.0%
General Electric Co.	983,400		16,432,614
Machinery - 0.6%
Ingersoll-Rand Co. Ltd.	31,500		980,595
Stanley Black & Decker, Inc.	39,617		2,529,545
			3,510,140
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - 1.6%
Con-way, Inc.	76,000		$ 2,239,720
Union Pacific Corp.	64,100		6,382,437
			8,622,157
TOTAL INDUSTRIALS			47,586,010
INFORMATION TECHNOLOGY - 8.6%
Communications Equipment - 2.6%
Cisco Systems, Inc.	760,500		14,092,065
Computers & Peripherals - 1.7%
Hewlett-Packard Co.	347,927		9,258,337
Electronic Equipment & Components - 1.3%
Corning, Inc.	318,298		4,548,478
Jabil Circuit, Inc.	127,148		2,614,163
			7,162,641
Internet Software & Services - 0.5%
eBay, Inc. (a)	87,171		2,774,653
Semiconductors & Semiconductor Equipment - 2.3%
Freescale Semiconductor Holdings I Ltd.	164,859		2,174,490
Intersil Corp. Class A	250,438		2,997,743
Marvell Technology Group Ltd. (a)	365,264		5,110,043
Micron Technology, Inc. (a)	416,900		2,330,471
			12,612,747
Software - 0.2%
CA, Inc.	43,660		945,676
TOTAL INFORMATION TECHNOLOGY			46,846,119
MATERIALS - 2.5%
Chemicals - 1.7%
Air Products & Chemicals, Inc.	23,350		2,011,369
Ashland, Inc.	66,600		3,527,136
Celanese Corp. Class A	32,850		1,430,618
LyondellBasell Industries NV Class A	66,520		2,185,847
			9,154,970
Containers & Packaging - 0.3%
Rock-Tenn Co. Class A	26,970		1,596,354
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - 0.5%
Anglo American PLC (United Kingdom)	78,239		$ 2,885,773
TOTAL MATERIALS			13,637,097
TELECOMMUNICATION SERVICES - 4.7%
Diversified Telecommunication Services - 3.1%
AT&T, Inc.	487,200		14,279,832
CenturyLink, Inc.	77,614		2,736,670
			17,016,502
Wireless Telecommunication Services - 1.6%
American Tower Corp. Class A (a)	60,100		3,311,510
NII Holdings, Inc. (a)	122,700		2,887,131
Sprint Nextel Corp. (a)	1,011,100		2,598,527
			8,797,168
TOTAL TELECOMMUNICATION SERVICES			25,813,670
UTILITIES - 7.3%
Electric Utilities - 2.7%
FirstEnergy Corp.	87,300		3,925,008
NextEra Energy, Inc.	96,510		5,443,164
PPL Corp.	175,400		5,151,498
			14,519,670
Gas Utilities - 0.4%
ONEOK, Inc.	30,320		2,305,836
Independent Power Producers & Energy Traders - 0.9%
Calpine Corp. (a)	146,830		2,227,411
The AES Corp. (a)	250,590		2,811,620
			5,039,031
Multi-Utilities - 3.3%
CMS Energy Corp.	137,000		2,852,340
National Grid PLC sponsored ADR (d)	76,705		3,840,619
NiSource, Inc.	97,900		2,162,611
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
OGE Energy Corp.	50,740		$ 2,625,288
Sempra Energy	126,850		6,815,651
			18,296,509
TOTAL UTILITIES			40,161,046
TOTAL COMMON STOCKS (Cost $581,368,972)		$ 535,392,707
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG (Cost $946,132)	4,800		$ 842,297

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% 11/25/11 (e) (Cost $599,995)	$ 600,000	$ 599,995

Money Market Funds - 3.1%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	529,146		529,146
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	16,540,375		16,540,375
TOTAL MONEY MARKET FUNDS (Cost $17,069,521)		$ 17,069,521
TOTAL INVESTMENT PORTFOLIO - 101.0% (Cost $599,984,620)			553,904,520
NET OTHER ASSETS (LIABILITIES) - (1.0)%			(5,659,815)
NET ASSETS - 100%		$ 548,244,705

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
106 CME E-mini S&P 500 Index Contracts	Dec. 2011	$ 6,621,290	$ (170,861)
9 NYFE Russell 2000 Mini Index Contracts	Dec. 2011	665,370	(23,287)
TOTAL EQUITY INDEX CONTRACTS		$ 7,286,660	$ (194,148)

The face value of futures purchased as a percentage of net assets is 1.3%

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $599,995.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 6,053
Fidelity Securities Lending Cash Central Fund	16,490
Total	$ 22,543

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 46,341,313	$ 46,341,313	$ -	$ -
Consumer Staples	41,073,517	41,073,517	-	-
Energy	66,505,131	66,505,131	-	-
Financials	141,316,065	141,316,065	-	-
Health Care	66,955,036	66,955,036	-	-
Industrials	47,586,010	47,586,010	-	-
Information Technology	46,846,119	46,846,119	-	-
Materials	13,637,097	13,637,097	-	-
Telecommunication Services	25,813,670	25,813,670	-	-
Utilities	40,161,046	40,161,046	-	-
U.S. Government and Government Agency Obligations	599,995	-	599,995	-
Money Market Funds	17,069,521	17,069,521	-	-
Total Investments in Securities:	$ 553,904,520	$ 553,304,525	$ 599,995	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (194,148)	$ (194,148)	$ -	$ -

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $604,927,804. Net unrealized depreciation aggregated $51,023,284, of which $18,496,993 related to appreciated investment securities and $69,520,277 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor® Stock Selector Large Cap Value Fund

Class A
Class T
Class B
Class C
Institutional Class

(formerly Fidelity Advisor Large Cap
Value Fund)

October 31, 2011

Class A, Class T, Class B, Class C
and Institutional Class are classes of
Fidelity® Stock Selector Large Cap Value Fund

1.859111.105

ALCV-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value
CONSUMER DISCRETIONARY - 8.3%
Auto Components - 0.6%
Autoliv, Inc.	59,800		$ 3,454,646
Hotels, Restaurants & Leisure - 0.5%
Penn National Gaming, Inc. (a)	76,849		2,766,564
Household Durables - 0.8%
Jarden Corp.	143,495		4,596,145
Media - 3.6%
CBS Corp. Class B	130,991		3,380,878
Comcast Corp. Class A	227,175		5,327,254
The Walt Disney Co.	182,100		6,351,648
Time Warner, Inc.	131,000		4,583,690
			19,643,470
Multiline Retail - 1.9%
Macy's, Inc.	134,300		4,100,179
Target Corp.	113,834		6,232,412
			10,332,591
Specialty Retail - 0.9%
Lowe's Companies, Inc.	223,863		4,705,600
TOTAL CONSUMER DISCRETIONARY			45,499,016
CONSUMER STAPLES - 7.5%
Beverages - 0.8%
Coca-Cola Enterprises, Inc.	88,970		2,386,175
PepsiCo, Inc.	29,780		1,874,651
			4,260,826
Food & Staples Retailing - 1.3%
CVS Caremark Corp.	80,990		2,939,937
Kroger Co.	113,330		2,626,989
Walgreen Co.	49,740		1,651,368
			7,218,294
Food Products - 3.0%
Archer Daniels Midland Co.	79,130		2,290,022
ConAgra Foods, Inc.	108,810		2,756,157
Kraft Foods, Inc. Class A	158,690		5,582,714
Sara Lee Corp.	135,240		2,407,272
The J.M. Smucker Co.	42,520		3,274,890
			16,311,055
Household Products - 2.1%
Procter & Gamble Co.	180,780		11,568,112
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 0.3%
Lorillard, Inc.	15,500		$ 1,715,230
TOTAL CONSUMER STAPLES			41,073,517
ENERGY - 12.1%
Energy Equipment & Services - 1.3%
Halliburton Co.	108,446		4,051,543
Transocean Ltd. (United States)	52,403		2,994,831
			7,046,374
Oil, Gas & Consumable Fuels - 10.8%
Anadarko Petroleum Corp.	60,320		4,735,120
Apache Corp.	34,492		3,436,438
Canadian Natural Resources Ltd.	125,770		4,436,047
El Paso Corp.	66,600		1,665,666
Exxon Mobil Corp.	68,500		5,349,165
HollyFrontier Corp.	30,700		942,183
Marathon Petroleum Corp.	14,300		513,370
Noble Energy, Inc.	28,780		2,571,205
Occidental Petroleum Corp.	112,378		10,444,411
Royal Dutch Shell PLC Class A sponsored ADR (d)	215,631		15,290,394
Suncor Energy, Inc.	66,300		2,111,677
Whiting Petroleum Corp. (a)	55,607		2,588,506
Williams Companies, Inc.	178,498		5,374,575
			59,458,757
TOTAL ENERGY			66,505,131
FINANCIALS - 25.8%
Capital Markets - 3.9%
Bank of New York Mellon Corp.	285,500		6,075,440
Invesco Ltd.	227,800		4,571,946
Morgan Stanley	211,000		3,722,040
State Street Corp.	166,100		6,708,779
			21,078,205
Commercial Banks - 8.3%
CIT Group, Inc. (a)	131,600		4,586,260
Itau Unibanco Banco Multiplo SA sponsored ADR	240,600		4,600,272
PNC Financial Services Group, Inc.	126,600		6,799,686
Popular, Inc. (a)	1,634,800		3,040,728
Regions Financial Corp.	540,000		2,122,200
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
U.S. Bancorp	353,700		$ 9,051,183
Wells Fargo & Co.	584,000		15,131,440
			45,331,769
Consumer Finance - 0.9%
SLM Corp.	363,300		4,966,311
Insurance - 9.3%
ACE Ltd.	88,600		6,392,490
AFLAC, Inc.	122,750		5,534,798
Allstate Corp.	206,100		5,428,674
Berkshire Hathaway, Inc. Class B (a)	210,357		16,378,396
MetLife, Inc.	175,800		6,181,128
StanCorp Financial Group, Inc.	75,600		2,565,864
Torchmark Corp.	82,650		3,382,865
XL Group PLC Class A	239,000		5,195,860
			51,060,075
Real Estate Investment Trusts - 1.0%
Public Storage	44,100		5,691,105
Real Estate Management & Development - 1.5%
Kennedy-Wilson Holdings, Inc.	680,000		8,445,600
Thrifts & Mortgage Finance - 0.9%
People's United Financial, Inc.	372,000		4,743,000
TOTAL FINANCIALS			141,316,065
HEALTH CARE - 12.2%
Biotechnology - 1.0%
Amgen, Inc.	98,000		5,612,460
Health Care Equipment & Supplies - 0.7%
Covidien PLC	30,400		1,430,016
Zimmer Holdings, Inc. (a)	49,700		2,615,711
			4,045,727
Health Care Providers & Services - 2.5%
Aetna, Inc.	12,900		512,904
Cardinal Health, Inc.	50,800		2,248,916
Community Health Systems, Inc. (a)	75,000		1,311,000
Express Scripts, Inc. (a)	23,400		1,070,082
Quest Diagnostics, Inc.	20,800		1,160,640
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
UnitedHealth Group, Inc.	102,500		$ 4,918,975
WellPoint, Inc.	35,300		2,432,170
			13,654,687
Life Sciences Tools & Services - 0.5%
Thermo Fisher Scientific, Inc. (a)	56,442		2,837,339
Pharmaceuticals - 7.5%
Abbott Laboratories	6,500		350,155
Bristol-Myers Squibb Co.	76,900		2,429,271
Johnson & Johnson	184,500		11,879,955
Merck & Co., Inc.	313,700		10,822,650
Pfizer, Inc.	721,700		13,899,942
Sanofi-aventis sponsored ADR	39,800		1,422,850
			40,804,823
TOTAL HEALTH CARE			66,955,036
INDUSTRIALS - 8.7%
Aerospace & Defense - 0.8%
Meggitt PLC	107,184		662,948
Raytheon Co.	84,800		3,747,312
			4,410,260
Airlines - 0.3%
SkyWest, Inc.	135,600		1,818,396
Commercial Services & Supplies - 1.1%
Republic Services, Inc.	209,000		5,948,140
Construction & Engineering - 0.8%
Jacobs Engineering Group, Inc. (a)	106,400		4,128,320
Electrical Equipment - 0.5%
Prysmian SpA	179,229		2,715,983
Industrial Conglomerates - 3.0%
General Electric Co.	983,400		16,432,614
Machinery - 0.6%
Ingersoll-Rand Co. Ltd.	31,500		980,595
Stanley Black & Decker, Inc.	39,617		2,529,545
			3,510,140
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - 1.6%
Con-way, Inc.	76,000		$ 2,239,720
Union Pacific Corp.	64,100		6,382,437
			8,622,157
TOTAL INDUSTRIALS			47,586,010
INFORMATION TECHNOLOGY - 8.6%
Communications Equipment - 2.6%
Cisco Systems, Inc.	760,500		14,092,065
Computers & Peripherals - 1.7%
Hewlett-Packard Co.	347,927		9,258,337
Electronic Equipment & Components - 1.3%
Corning, Inc.	318,298		4,548,478
Jabil Circuit, Inc.	127,148		2,614,163
			7,162,641
Internet Software & Services - 0.5%
eBay, Inc. (a)	87,171		2,774,653
Semiconductors & Semiconductor Equipment - 2.3%
Freescale Semiconductor Holdings I Ltd.	164,859		2,174,490
Intersil Corp. Class A	250,438		2,997,743
Marvell Technology Group Ltd. (a)	365,264		5,110,043
Micron Technology, Inc. (a)	416,900		2,330,471
			12,612,747
Software - 0.2%
CA, Inc.	43,660		945,676
TOTAL INFORMATION TECHNOLOGY			46,846,119
MATERIALS - 2.5%
Chemicals - 1.7%
Air Products & Chemicals, Inc.	23,350		2,011,369
Ashland, Inc.	66,600		3,527,136
Celanese Corp. Class A	32,850		1,430,618
LyondellBasell Industries NV Class A	66,520		2,185,847
			9,154,970
Containers & Packaging - 0.3%
Rock-Tenn Co. Class A	26,970		1,596,354
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - 0.5%
Anglo American PLC (United Kingdom)	78,239		$ 2,885,773
TOTAL MATERIALS			13,637,097
TELECOMMUNICATION SERVICES - 4.7%
Diversified Telecommunication Services - 3.1%
AT&T, Inc.	487,200		14,279,832
CenturyLink, Inc.	77,614		2,736,670
			17,016,502
Wireless Telecommunication Services - 1.6%
American Tower Corp. Class A (a)	60,100		3,311,510
NII Holdings, Inc. (a)	122,700		2,887,131
Sprint Nextel Corp. (a)	1,011,100		2,598,527
			8,797,168
TOTAL TELECOMMUNICATION SERVICES			25,813,670
UTILITIES - 7.3%
Electric Utilities - 2.7%
FirstEnergy Corp.	87,300		3,925,008
NextEra Energy, Inc.	96,510		5,443,164
PPL Corp.	175,400		5,151,498
			14,519,670
Gas Utilities - 0.4%
ONEOK, Inc.	30,320		2,305,836
Independent Power Producers & Energy Traders - 0.9%
Calpine Corp. (a)	146,830		2,227,411
The AES Corp. (a)	250,590		2,811,620
			5,039,031
Multi-Utilities - 3.3%
CMS Energy Corp.	137,000		2,852,340
National Grid PLC sponsored ADR (d)	76,705		3,840,619
NiSource, Inc.	97,900		2,162,611
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
OGE Energy Corp.	50,740		$ 2,625,288
Sempra Energy	126,850		6,815,651
			18,296,509
TOTAL UTILITIES			40,161,046
TOTAL COMMON STOCKS (Cost $581,368,972)		$ 535,392,707
Nonconvertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Automobiles - 0.1%
Volkswagen AG (Cost $946,132)	4,800		$ 842,297

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.01% 11/25/11 (e) (Cost $599,995)	$ 600,000	$ 599,995

Money Market Funds - 3.1%
	Shares
Fidelity Cash Central Fund, 0.12% (b)	529,146		529,146
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	16,540,375		16,540,375
TOTAL MONEY MARKET FUNDS (Cost $17,069,521)		$ 17,069,521
TOTAL INVESTMENT PORTFOLIO - 101.0% (Cost $599,984,620)			553,904,520
NET OTHER ASSETS (LIABILITIES) - (1.0)%			(5,659,815)
NET ASSETS - 100%		$ 548,244,705

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
106 CME E-mini S&P 500 Index Contracts	Dec. 2011	$ 6,621,290	$ (170,861)
9 NYFE Russell 2000 Mini Index Contracts	Dec. 2011	665,370	(23,287)
TOTAL EQUITY INDEX CONTRACTS		$ 7,286,660	$ (194,148)

The face value of futures purchased as a percentage of net assets is 1.3%

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $599,995.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 6,053
Fidelity Securities Lending Cash Central Fund	16,490
Total	$ 22,543

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 46,341,313	$ 46,341,313	$ -	$ -
Consumer Staples	41,073,517	41,073,517	-	-
Energy	66,505,131	66,505,131	-	-
Financials	141,316,065	141,316,065	-	-
Health Care	66,955,036	66,955,036	-	-
Industrials	47,586,010	47,586,010	-	-
Information Technology	46,846,119	46,846,119	-	-
Materials	13,637,097	13,637,097	-	-
Telecommunication Services	25,813,670	25,813,670	-	-
Utilities	40,161,046	40,161,046	-	-
U.S. Government and Government Agency Obligations	599,995	-	599,995	-
Money Market Funds	17,069,521	17,069,521	-	-
Total Investments in Securities:	$ 553,904,520	$ 553,304,525	$ 599,995	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (194,148)	$ (194,148)	$ -	$ -

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $604,927,804. Net unrealized depreciation aggregated $51,023,284, of which $18,496,993 related to appreciated investment securities and $69,520,277 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity® Mid Cap Growth Fund

October 31, 2011

1.809081.108

MCG-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%
	Shares		Value
CONSUMER DISCRETIONARY - 19.2%
Automobiles - 0.8%
Tesla Motors, Inc. (a)	71,900		$ 2,111,703
Diversified Consumer Services - 1.1%
Weight Watchers International, Inc.	42,200		3,148,964
Hotels, Restaurants & Leisure - 3.3%
BJ's Restaurants, Inc. (a)	28,000		1,482,040
Buffalo Wild Wings, Inc. (a)(d)	21,000		1,390,620
Las Vegas Sands Corp. (a)	61,700		2,896,815
Panera Bread Co. Class A (a)	12,500		1,671,125
Texas Roadhouse, Inc. Class A	100,000		1,433,000
			8,873,600
Internet & Catalog Retail - 0.9%
Priceline.com, Inc. (a)	5,000		2,538,600
Media - 1.1%
Discovery Communications, Inc. (a)	66,300		2,881,398
Multiline Retail - 1.0%
Dollar Tree, Inc. (a)	33,900		2,710,644
Specialty Retail - 5.6%
Abercrombie & Fitch Co. Class A	39,000		2,901,600
Body Central Corp.	65,100		1,367,100
Limited Brands, Inc.	77,500		3,310,025
Tiffany & Co., Inc.	36,500		2,910,145
Tractor Supply Co.	43,100		3,057,514
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	22,600		1,520,754
			15,067,138
Textiles, Apparel & Luxury Goods - 5.4%
Liz Claiborne, Inc. (a)(d)	355,000		2,843,550
PVH Corp.	43,000		3,199,630
Ralph Lauren Corp.	18,000		2,858,220
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	37,000		3,123,170
Warnaco Group, Inc. (a)	51,400		2,523,740
			14,548,310
TOTAL CONSUMER DISCRETIONARY			51,880,357
CONSUMER STAPLES - 7.0%
Beverages - 2.5%
Hansen Natural Corp. (a)	16,100		1,434,349
Heckmann Corp. (a)(d)	902,900		5,408,371
			6,842,720
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.5%
Whole Foods Market, Inc.	55,300		$ 3,988,236
Food Products - 2.5%
Green Mountain Coffee Roasters, Inc. (a)(d)	48,300		3,140,466
Mead Johnson Nutrition Co. Class A	36,500		2,622,525
Origin Agritech Ltd. (a)	375,069		1,050,193
			6,813,184
Tobacco - 0.5%
Lorillard, Inc.	12,100		1,338,986
TOTAL CONSUMER STAPLES			18,983,126
ENERGY - 14.6%
Energy Equipment & Services - 3.0%
Cameron International Corp. (a)	52,300		2,570,022
Dresser-Rand Group, Inc. (a)	59,600		2,884,640
Rowan Companies, Inc. (a)	80,500		2,776,445
			8,231,107
Oil, Gas & Consumable Fuels - 11.6%
Alpha Natural Resources, Inc. (a)	222,300		5,344,092
Amyris, Inc. (a)(d)	85,100		1,744,550
Bumi PLC	315,810		3,758,354
Cabot Oil & Gas Corp.	37,800		2,937,816
Chesapeake Energy Corp.	45,000		1,265,400
Continental Resources, Inc. (a)	25,700		1,558,705
EV Energy Partners LP	37,400		2,783,682
EXCO Resources, Inc.	261,500		3,297,515
Oasis Petroleum, Inc. (a)(d)	86,800		2,546,712
QEP Resources, Inc.	73,700		2,620,035
Range Resources Corp.	39,000		2,684,760
Solazyme, Inc. (d)	76,000		772,920
			31,314,541
TOTAL ENERGY			39,545,648
FINANCIALS - 1.0%
Real Estate Investment Trusts - 1.0%
SL Green Realty Corp.	38,800		2,676,812
Common Stocks - continued
	Shares		Value
HEALTH CARE - 13.3%
Biotechnology - 4.9%
Alexion Pharmaceuticals, Inc. (a)	37,800		$ 2,551,878
Human Genome Sciences, Inc. (a)	238,900		2,451,114
Idenix Pharmaceuticals, Inc. (a)(d)	248,800		1,492,800
Inhibitex, Inc. (a)	200,000		778,000
Theravance, Inc. (a)	68,600		1,524,978
United Therapeutics Corp. (a)	60,000		2,623,800
Vertex Pharmaceuticals, Inc. (a)	48,100		1,904,279
			13,326,849
Health Care Equipment & Supplies - 7.4%
ArthroCare Corp. (a)	171,179		5,161,047
Cyberonics, Inc. (a)	188,087		5,416,906
Edwards Lifesciences Corp. (a)	18,400		1,387,728
Insulet Corp. (a)	80,000		1,305,600
NuVasive, Inc. (a)(d)	147,731		2,189,373
Volcano Corp. (a)	52,600		1,311,318
Zeltiq Aesthetics, Inc.	43,000		612,750
Zoll Medical Corp. (a)	66,900		2,529,489
			19,914,211
Health Care Technology - 1.0%
Merge Healthcare, Inc. (a)	396,632		2,617,771
Life Sciences Tools & Services - 0.0%
Sequenom, Inc. (a)(d)	17,800		88,466
TOTAL HEALTH CARE			35,947,297
INDUSTRIALS - 12.5%
Aerospace & Defense - 1.0%
BE Aerospace, Inc. (a)	75,000		2,829,750
Building Products - 2.3%
Lennox International, Inc.	96,500		3,106,335
Owens Corning (a)	112,500		3,192,750
			6,299,085
Construction & Engineering - 1.0%
Fluor Corp.	48,500		2,757,225
Electrical Equipment - 2.3%
Cooper Industries PLC Class A	58,200		3,053,172
Roper Industries, Inc.	37,800		3,065,580
			6,118,752
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 5.0%
CNH Global NV (a)	114,100		$ 4,242,238
IDEX Corp.	47,000		1,666,150
Ingersoll-Rand Co. Ltd.	131,900		4,106,047
WABCO Holdings, Inc. (a)	67,300		3,379,133
			13,393,568
Marine - 0.9%
Kirby Corp. (a)	40,600		2,498,524
TOTAL INDUSTRIALS			33,896,904
INFORMATION TECHNOLOGY - 23.0%
Communications Equipment - 2.0%
Polycom, Inc. (a)	247,600		4,092,828
Riverbed Technology, Inc. (a)	46,000		1,268,680
			5,361,508
Computers & Peripherals - 0.8%
SanDisk Corp. (a)	45,100		2,285,217
Electronic Equipment & Components - 1.0%
Maxwell Technologies, Inc. (a)(d)	142,200		2,839,734
Internet Software & Services - 3.1%
Blinkx PLC (a)	584,500		1,412,339
Rackspace Hosting, Inc. (a)	78,561		3,251,640
Velti PLC (a)	104,400		879,048
VeriSign, Inc.	86,000		2,759,740
			8,302,767
IT Services - 1.2%
Cognizant Technology Solutions Corp. Class A (a)	43,800		3,186,450
Semiconductors & Semiconductor Equipment - 5.0%
ASML Holding NV	34,000		1,425,620
Ceva, Inc. (a)	77,790		2,416,935
Freescale Semiconductor Holdings I Ltd.	86,800		1,144,892
KLA-Tencor Corp.	48,000		2,260,320
Lam Research Corp. (a)	48,000		2,063,520
NVIDIA Corp. (a)	200,000		2,960,000
NXP Semiconductors NV (a)	78,000		1,401,660
			13,672,947
Software - 9.9%
ANSYS, Inc. (a)	56,400		3,065,904
Ariba, Inc. (a)	53,000		1,679,040
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Autodesk, Inc. (a)	87,200		$ 3,017,120
Citrix Systems, Inc. (a)	69,800		5,083,534
Informatica Corp. (a)	60,100		2,734,550
Intuit, Inc.	64,900		3,483,183
Magma Design Automation, Inc. (a)	651,700		3,440,976
Nuance Communications, Inc. (a)	56,500		1,496,120
Rovi Corp. (a)	55,100		2,729,654
			26,730,081
TOTAL INFORMATION TECHNOLOGY			62,378,704
MATERIALS - 9.1%
Chemicals - 5.2%
CF Industries Holdings, Inc.	27,700		4,494,879
CVR Partners LP	168,100		4,227,715
Monsanto Co.	33,900		2,466,225
The Mosaic Co.	47,000		2,752,320
			13,941,139
Metals & Mining - 3.9%
First Quantum Minerals Ltd.	95,400		2,001,118
Ivanhoe Mines Ltd. (a)	83,300		1,704,690
Vallares PLC	46,900		750,475
Walter Energy, Inc.	81,000		6,127,650
			10,583,933
TOTAL MATERIALS			24,525,072
TOTAL COMMON STOCKS (Cost $273,906,820)		269,833,920
Money Market Funds - 7.1%
	Shares		Value
Fidelity Cash Central Fund, 0.12% (b)	2,438,327		$ 2,438,327
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	16,738,525		16,738,525
TOTAL MONEY MARKET FUNDS (Cost $19,176,852)		19,176,852
TOTAL INVESTMENT PORTFOLIO - 106.8% (Cost $293,083,672)			289,010,772
NET OTHER ASSETS (LIABILITIES) - (6.8)%			(18,355,390)
NET ASSETS - 100%		$ 270,655,382

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 4,235
Fidelity Securities Lending Cash Central Fund	32,160
Total	$ 36,395

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 51,880,357	$ 51,880,357	$ -	$ -
Consumer Staples	18,983,126	18,983,126	-	-
Energy	39,545,648	39,545,648	-	-
Financials	2,676,812	2,676,812	-	-
Health Care	35,947,297	35,947,297	-	-
Industrials	33,896,904	33,896,904	-	-
Information Technology	62,378,704	62,378,704	-	-
Materials	24,525,072	23,774,597	-	750,475
Money Market Funds	19,176,852	19,176,852	-	-
Total Investments in Securities:	$ 289,010,772	$ 288,260,297	$ -	$ 750,475

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(8,416)
Cost of Purchases	758,891
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 750,475
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011	$ (8,416)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $293,732,796. Net unrealized depreciation aggregated $4,722,024, of which $21,980,690 related to appreciated investment securities and $26,702,714 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Mid Cap Growth Fund
Class A
Class T
Class B
Class C
Institutional Class

October 31, 2011

1.859112.105

AMCG-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.7%
	Shares		Value
CONSUMER DISCRETIONARY - 19.2%
Automobiles - 0.8%
Tesla Motors, Inc. (a)	71,900		$ 2,111,703
Diversified Consumer Services - 1.1%
Weight Watchers International, Inc.	42,200		3,148,964
Hotels, Restaurants & Leisure - 3.3%
BJ's Restaurants, Inc. (a)	28,000		1,482,040
Buffalo Wild Wings, Inc. (a)(d)	21,000		1,390,620
Las Vegas Sands Corp. (a)	61,700		2,896,815
Panera Bread Co. Class A (a)	12,500		1,671,125
Texas Roadhouse, Inc. Class A	100,000		1,433,000
			8,873,600
Internet & Catalog Retail - 0.9%
Priceline.com, Inc. (a)	5,000		2,538,600
Media - 1.1%
Discovery Communications, Inc. (a)	66,300		2,881,398
Multiline Retail - 1.0%
Dollar Tree, Inc. (a)	33,900		2,710,644
Specialty Retail - 5.6%
Abercrombie & Fitch Co. Class A	39,000		2,901,600
Body Central Corp.	65,100		1,367,100
Limited Brands, Inc.	77,500		3,310,025
Tiffany & Co., Inc.	36,500		2,910,145
Tractor Supply Co.	43,100		3,057,514
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	22,600		1,520,754
			15,067,138
Textiles, Apparel & Luxury Goods - 5.4%
Liz Claiborne, Inc. (a)(d)	355,000		2,843,550
PVH Corp.	43,000		3,199,630
Ralph Lauren Corp.	18,000		2,858,220
Under Armour, Inc. Class A (sub. vtg.) (a)(d)	37,000		3,123,170
Warnaco Group, Inc. (a)	51,400		2,523,740
			14,548,310
TOTAL CONSUMER DISCRETIONARY			51,880,357
CONSUMER STAPLES - 7.0%
Beverages - 2.5%
Hansen Natural Corp. (a)	16,100		1,434,349
Heckmann Corp. (a)(d)	902,900		5,408,371
			6,842,720
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.5%
Whole Foods Market, Inc.	55,300		$ 3,988,236
Food Products - 2.5%
Green Mountain Coffee Roasters, Inc. (a)(d)	48,300		3,140,466
Mead Johnson Nutrition Co. Class A	36,500		2,622,525
Origin Agritech Ltd. (a)	375,069		1,050,193
			6,813,184
Tobacco - 0.5%
Lorillard, Inc.	12,100		1,338,986
TOTAL CONSUMER STAPLES			18,983,126
ENERGY - 14.6%
Energy Equipment & Services - 3.0%
Cameron International Corp. (a)	52,300		2,570,022
Dresser-Rand Group, Inc. (a)	59,600		2,884,640
Rowan Companies, Inc. (a)	80,500		2,776,445
			8,231,107
Oil, Gas & Consumable Fuels - 11.6%
Alpha Natural Resources, Inc. (a)	222,300		5,344,092
Amyris, Inc. (a)(d)	85,100		1,744,550
Bumi PLC	315,810		3,758,354
Cabot Oil & Gas Corp.	37,800		2,937,816
Chesapeake Energy Corp.	45,000		1,265,400
Continental Resources, Inc. (a)	25,700		1,558,705
EV Energy Partners LP	37,400		2,783,682
EXCO Resources, Inc.	261,500		3,297,515
Oasis Petroleum, Inc. (a)(d)	86,800		2,546,712
QEP Resources, Inc.	73,700		2,620,035
Range Resources Corp.	39,000		2,684,760
Solazyme, Inc. (d)	76,000		772,920
			31,314,541
TOTAL ENERGY			39,545,648
FINANCIALS - 1.0%
Real Estate Investment Trusts - 1.0%
SL Green Realty Corp.	38,800		2,676,812
Common Stocks - continued
	Shares		Value
HEALTH CARE - 13.3%
Biotechnology - 4.9%
Alexion Pharmaceuticals, Inc. (a)	37,800		$ 2,551,878
Human Genome Sciences, Inc. (a)	238,900		2,451,114
Idenix Pharmaceuticals, Inc. (a)(d)	248,800		1,492,800
Inhibitex, Inc. (a)	200,000		778,000
Theravance, Inc. (a)	68,600		1,524,978
United Therapeutics Corp. (a)	60,000		2,623,800
Vertex Pharmaceuticals, Inc. (a)	48,100		1,904,279
			13,326,849
Health Care Equipment & Supplies - 7.4%
ArthroCare Corp. (a)	171,179		5,161,047
Cyberonics, Inc. (a)	188,087		5,416,906
Edwards Lifesciences Corp. (a)	18,400		1,387,728
Insulet Corp. (a)	80,000		1,305,600
NuVasive, Inc. (a)(d)	147,731		2,189,373
Volcano Corp. (a)	52,600		1,311,318
Zeltiq Aesthetics, Inc.	43,000		612,750
Zoll Medical Corp. (a)	66,900		2,529,489
			19,914,211
Health Care Technology - 1.0%
Merge Healthcare, Inc. (a)	396,632		2,617,771
Life Sciences Tools & Services - 0.0%
Sequenom, Inc. (a)(d)	17,800		88,466
TOTAL HEALTH CARE			35,947,297
INDUSTRIALS - 12.5%
Aerospace & Defense - 1.0%
BE Aerospace, Inc. (a)	75,000		2,829,750
Building Products - 2.3%
Lennox International, Inc.	96,500		3,106,335
Owens Corning (a)	112,500		3,192,750
			6,299,085
Construction & Engineering - 1.0%
Fluor Corp.	48,500		2,757,225
Electrical Equipment - 2.3%
Cooper Industries PLC Class A	58,200		3,053,172
Roper Industries, Inc.	37,800		3,065,580
			6,118,752
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Machinery - 5.0%
CNH Global NV (a)	114,100		$ 4,242,238
IDEX Corp.	47,000		1,666,150
Ingersoll-Rand Co. Ltd.	131,900		4,106,047
WABCO Holdings, Inc. (a)	67,300		3,379,133
			13,393,568
Marine - 0.9%
Kirby Corp. (a)	40,600		2,498,524
TOTAL INDUSTRIALS			33,896,904
INFORMATION TECHNOLOGY - 23.0%
Communications Equipment - 2.0%
Polycom, Inc. (a)	247,600		4,092,828
Riverbed Technology, Inc. (a)	46,000		1,268,680
			5,361,508
Computers & Peripherals - 0.8%
SanDisk Corp. (a)	45,100		2,285,217
Electronic Equipment & Components - 1.0%
Maxwell Technologies, Inc. (a)(d)	142,200		2,839,734
Internet Software & Services - 3.1%
Blinkx PLC (a)	584,500		1,412,339
Rackspace Hosting, Inc. (a)	78,561		3,251,640
Velti PLC (a)	104,400		879,048
VeriSign, Inc.	86,000		2,759,740
			8,302,767
IT Services - 1.2%
Cognizant Technology Solutions Corp. Class A (a)	43,800		3,186,450
Semiconductors & Semiconductor Equipment - 5.0%
ASML Holding NV	34,000		1,425,620
Ceva, Inc. (a)	77,790		2,416,935
Freescale Semiconductor Holdings I Ltd.	86,800		1,144,892
KLA-Tencor Corp.	48,000		2,260,320
Lam Research Corp. (a)	48,000		2,063,520
NVIDIA Corp. (a)	200,000		2,960,000
NXP Semiconductors NV (a)	78,000		1,401,660
			13,672,947
Software - 9.9%
ANSYS, Inc. (a)	56,400		3,065,904
Ariba, Inc. (a)	53,000		1,679,040
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - continued
Autodesk, Inc. (a)	87,200		$ 3,017,120
Citrix Systems, Inc. (a)	69,800		5,083,534
Informatica Corp. (a)	60,100		2,734,550
Intuit, Inc.	64,900		3,483,183
Magma Design Automation, Inc. (a)	651,700		3,440,976
Nuance Communications, Inc. (a)	56,500		1,496,120
Rovi Corp. (a)	55,100		2,729,654
			26,730,081
TOTAL INFORMATION TECHNOLOGY			62,378,704
MATERIALS - 9.1%
Chemicals - 5.2%
CF Industries Holdings, Inc.	27,700		4,494,879
CVR Partners LP	168,100		4,227,715
Monsanto Co.	33,900		2,466,225
The Mosaic Co.	47,000		2,752,320
			13,941,139
Metals & Mining - 3.9%
First Quantum Minerals Ltd.	95,400		2,001,118
Ivanhoe Mines Ltd. (a)	83,300		1,704,690
Vallares PLC	46,900		750,475
Walter Energy, Inc.	81,000		6,127,650
			10,583,933
TOTAL MATERIALS			24,525,072
TOTAL COMMON STOCKS (Cost $273,906,820)		269,833,920
Money Market Funds - 7.1%
	Shares		Value
Fidelity Cash Central Fund, 0.12% (b)	2,438,327		$ 2,438,327
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	16,738,525		16,738,525
TOTAL MONEY MARKET FUNDS (Cost $19,176,852)		19,176,852
TOTAL INVESTMENT PORTFOLIO - 106.8% (Cost $293,083,672)			289,010,772
NET OTHER ASSETS (LIABILITIES) - (6.8)%			(18,355,390)
NET ASSETS - 100%		$ 270,655,382

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 4,235
Fidelity Securities Lending Cash Central Fund	32,160
Total	$ 36,395

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 51,880,357	$ 51,880,357	$ -	$ -
Consumer Staples	18,983,126	18,983,126	-	-
Energy	39,545,648	39,545,648	-	-
Financials	2,676,812	2,676,812	-	-
Health Care	35,947,297	35,947,297	-	-
Industrials	33,896,904	33,896,904	-	-
Information Technology	62,378,704	62,378,704	-	-
Materials	24,525,072	23,774,597	-	750,475
Money Market Funds	19,176,852	19,176,852	-	-
Total Investments in Securities:	$ 289,010,772	$ 288,260,297	$ -	$ 750,475

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ -
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(8,416)
Cost of Purchases	758,891
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 750,475
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011	$ (8,416)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $293,732,796. Net unrealized depreciation aggregated $4,722,024, of which $21,980,690 related to appreciated investment securities and $26,702,714 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Mid Cap Value Fund

October 31, 2011

1.809074.108

MCV-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value
CONSUMER DISCRETIONARY - 11.2%
Auto Components - 1.0%
TRW Automotive Holdings Corp. (a)	135,200		$ 5,691,920
Diversified Consumer Services - 0.5%
Weight Watchers International, Inc.	40,700		3,037,034
Hotels, Restaurants & Leisure - 1.0%
Brinker International, Inc. (d)	242,400		5,550,960
Household Durables - 0.6%
Jarden Corp.	113,200		3,625,796
Media - 1.3%
CBS Corp. Class B	172,700		4,457,387
DISH Network Corp. Class A (a)	124,500		3,009,165
			7,466,552
Multiline Retail - 1.6%
Macy's, Inc.	294,200		8,981,926
Specialty Retail - 2.8%
Foot Locker, Inc.	305,500		6,678,230
GameStop Corp. Class A (a)(d)	256,000		6,545,920
Limited Brands, Inc.	64,600		2,759,066
			15,983,216
Textiles, Apparel & Luxury Goods - 2.4%
PVH Corp.	75,618		5,626,735
VF Corp.	56,900		7,864,718
			13,491,453
TOTAL CONSUMER DISCRETIONARY			63,828,857
CONSUMER STAPLES - 7.0%
Beverages - 1.0%
Coca-Cola Enterprises, Inc.	126,900		3,403,458
Dr Pepper Snapple Group, Inc.	68,300		2,557,835
			5,961,293
Food Products - 2.8%
ConAgra Foods, Inc.	280,800		7,112,664
Ralcorp Holdings, Inc. (a)	51,500		4,163,260
Tyson Foods, Inc. Class A	240,600		4,643,580
			15,919,504
Household Products - 1.2%
Clorox Co.	97,600		6,533,344
Personal Products - 0.5%
Nu Skin Enterprises, Inc. Class A	59,300		2,996,429
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 1.5%
Lorillard, Inc.	78,400		$ 8,675,744
TOTAL CONSUMER STAPLES			40,086,314
ENERGY - 6.9%
Energy Equipment & Services - 1.5%
Helmerich & Payne, Inc.	105,300		5,599,854
Oil States International, Inc. (a)	44,900		3,125,489
			8,725,343
Oil, Gas & Consumable Fuels - 5.4%
Hess Corp.	70,700		4,422,992
Marathon Oil Corp.	165,500		4,307,965
Murphy Oil Corp.	124,400		6,888,028
Tesoro Corp. (a)	212,600		5,514,844
Valero Energy Corp.	397,100		9,768,660
			30,902,489
TOTAL ENERGY			39,627,832
FINANCIALS - 30.3%
Capital Markets - 1.2%
Ameriprise Financial, Inc.	139,100		6,493,188
Commercial Banks - 6.6%
Comerica, Inc.	289,000		7,383,950
Huntington Bancshares, Inc.	1,400,300		7,253,554
KeyCorp	1,085,800		7,665,748
Regions Financial Corp.	1,749,400		6,875,142
SunTrust Banks, Inc.	444,000		8,760,120
			37,938,514
Consumer Finance - 3.1%
Discover Financial Services	390,300		9,195,468
SLM Corp.	608,600		8,319,562
			17,515,030
Insurance - 9.0%
Assurant, Inc.	172,700		6,655,858
Axis Capital Holdings Ltd.	176,800		5,542,680
Delphi Financial Group, Inc. Class A	166,600		4,411,568
Hartford Financial Services Group, Inc.	431,900		8,314,075
Lincoln National Corp.	379,700		7,233,285
Reinsurance Group of America, Inc.	100,900		5,270,007
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Unum Group	322,900		$ 7,697,936
Validus Holdings Ltd.	236,200		6,462,432
			51,587,841
Real Estate Investment Trusts - 10.4%
American Capital Agency Corp. (d)	270,900		7,452,459
BRE Properties, Inc.	138,900		6,961,668
Douglas Emmett, Inc. (d)	337,600		6,583,200
Essex Property Trust, Inc.	34,100		4,868,116
Prologis, Inc.	237,000		7,053,120
Public Storage	46,700		6,026,635
Rayonier, Inc.	136,900		5,712,837
SL Green Realty Corp.	68,400		4,718,916
The Macerich Co.	84,000		4,179,840
Ventas, Inc.	109,000		6,061,490
			59,618,281
TOTAL FINANCIALS			173,152,854
HEALTH CARE - 5.8%
Health Care Equipment & Supplies - 0.6%
The Cooper Companies, Inc.	47,700		3,305,610
Health Care Providers & Services - 3.5%
Community Health Systems, Inc. (a)	305,700		5,343,636
Humana, Inc.	86,900		7,376,941
McKesson Corp.	37,000		3,017,350
Omnicare, Inc.	136,900		4,082,358
			19,820,285
Life Sciences Tools & Services - 0.5%
Thermo Fisher Scientific, Inc. (a)	58,900		2,960,903
Pharmaceuticals - 1.2%
Medicis Pharmaceutical Corp. Class A	108,700		4,162,123
Watson Pharmaceuticals, Inc. (a)	42,300		2,840,868
			7,002,991
TOTAL HEALTH CARE			33,089,789
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.6%
Alliant Techsystems, Inc.	57,100		3,316,368
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
Esterline Technologies Corp. (a)	79,300		$ 4,432,870
Textron, Inc.	365,300		7,094,126
			14,843,364
Airlines - 0.6%
Alaska Air Group, Inc. (a)	47,600		3,166,828
Commercial Services & Supplies - 2.1%
Pitney Bowes, Inc. (d)	192,200		3,917,036
Republic Services, Inc.	286,900		8,165,174
			12,082,210
Construction & Engineering - 1.7%
Fluor Corp.	53,400		3,035,790
KBR, Inc.	236,200		6,592,342
			9,628,132
Machinery - 1.5%
Navistar International Corp. (a)	77,600		3,264,632
Parker Hannifin Corp.	64,600		5,268,130
			8,532,762
Professional Services - 0.9%
Towers Watson & Co.	81,400		5,347,980
Road & Rail - 0.8%
Kansas City Southern (a)	76,900		4,857,773
TOTAL INDUSTRIALS			58,459,049
INFORMATION TECHNOLOGY - 8.7%
Communications Equipment - 1.6%
Brocade Communications Systems, Inc. (a)	782,400		3,426,912
Motorola Solutions, Inc.	121,100		5,680,801
			9,107,713
Computers & Peripherals - 0.5%
Seagate Technology	183,600		2,965,140
Electronic Equipment & Components - 1.0%
Jabil Circuit, Inc.	279,200		5,740,352
IT Services - 2.0%
Alliance Data Systems Corp. (a)(d)	55,300		5,664,932
Amdocs Ltd. (a)	196,600		5,901,932
			11,566,864
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Office Electronics - 1.4%
Xerox Corp.	968,100		$ 7,919,058
Semiconductors & Semiconductor Equipment - 2.2%
KLA-Tencor Corp.	135,600		6,385,404
Marvell Technology Group Ltd. (a)	429,900		6,014,301
			12,399,705
TOTAL INFORMATION TECHNOLOGY			49,698,832
MATERIALS - 4.7%
Chemicals - 2.3%
Ashland, Inc.	79,300		4,199,728
CF Industries Holdings, Inc.	38,700		6,279,849
Olin Corp.	149,600		2,821,456
			13,301,033
Containers & Packaging - 1.3%
Ball Corp.	81,700		2,824,369
Rock-Tenn Co. Class A	74,100		4,385,979
			7,210,348
Metals & Mining - 1.1%
Reliance Steel & Aluminum Co.	146,200		6,460,578
TOTAL MATERIALS			26,971,959
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
Frontier Communications Corp.	759,800		4,756,348
UTILITIES - 13.7%
Electric Utilities - 6.2%
American Electric Power Co., Inc.	141,200		5,546,336
Edison International	238,700		9,691,220
El Paso Electric Co.	162,700		5,211,281
PNM Resources, Inc.	320,600		5,764,388
PPL Corp.	315,600		9,269,172
			35,482,397
Independent Power Producers & Energy Traders - 0.9%
The AES Corp. (a)	446,500		5,009,730
Multi-Utilities - 6.6%
Alliant Energy Corp.	169,100		6,895,898
CenterPoint Energy, Inc.	390,200		8,131,768
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
NiSource, Inc.	277,300		$ 6,125,557
OGE Energy Corp.	137,400		7,109,076
Sempra Energy	179,600		9,649,908
			37,912,207
TOTAL UTILITIES			78,404,334
TOTAL COMMON STOCKS (Cost $566,869,184)		568,076,168
Money Market Funds - 3.6%
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c) (Cost $20,244,905)	20,244,905		20,244,905
TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $587,114,089)			588,321,073
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(16,459,473)
NET ASSETS - 100%		$ 571,861,600

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 3,697
Fidelity Securities Lending Cash Central Fund	21,002
Total	$ 24,699

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $590,352,864. Net unrealized depreciation aggregated $2,031,791, of which $34,365,853 related to appreciated investment securities and $36,397,644 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Advisor Mid Cap Value Fund
Class A
Class T
Class B
Class C
Institutional Class

October 31, 2011

Class A, Class T, Class B, Class C and
Institutional Class
are classes of Fidelity Mid Cap Value Fund

1.859109.105

AMCV-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value
CONSUMER DISCRETIONARY - 11.2%
Auto Components - 1.0%
TRW Automotive Holdings Corp. (a)	135,200		$ 5,691,920
Diversified Consumer Services - 0.5%
Weight Watchers International, Inc.	40,700		3,037,034
Hotels, Restaurants & Leisure - 1.0%
Brinker International, Inc. (d)	242,400		5,550,960
Household Durables - 0.6%
Jarden Corp.	113,200		3,625,796
Media - 1.3%
CBS Corp. Class B	172,700		4,457,387
DISH Network Corp. Class A (a)	124,500		3,009,165
			7,466,552
Multiline Retail - 1.6%
Macy's, Inc.	294,200		8,981,926
Specialty Retail - 2.8%
Foot Locker, Inc.	305,500		6,678,230
GameStop Corp. Class A (a)(d)	256,000		6,545,920
Limited Brands, Inc.	64,600		2,759,066
			15,983,216
Textiles, Apparel & Luxury Goods - 2.4%
PVH Corp.	75,618		5,626,735
VF Corp.	56,900		7,864,718
			13,491,453
TOTAL CONSUMER DISCRETIONARY			63,828,857
CONSUMER STAPLES - 7.0%
Beverages - 1.0%
Coca-Cola Enterprises, Inc.	126,900		3,403,458
Dr Pepper Snapple Group, Inc.	68,300		2,557,835
			5,961,293
Food Products - 2.8%
ConAgra Foods, Inc.	280,800		7,112,664
Ralcorp Holdings, Inc. (a)	51,500		4,163,260
Tyson Foods, Inc. Class A	240,600		4,643,580
			15,919,504
Household Products - 1.2%
Clorox Co.	97,600		6,533,344
Personal Products - 0.5%
Nu Skin Enterprises, Inc. Class A	59,300		2,996,429
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Tobacco - 1.5%
Lorillard, Inc.	78,400		$ 8,675,744
TOTAL CONSUMER STAPLES			40,086,314
ENERGY - 6.9%
Energy Equipment & Services - 1.5%
Helmerich & Payne, Inc.	105,300		5,599,854
Oil States International, Inc. (a)	44,900		3,125,489
			8,725,343
Oil, Gas & Consumable Fuels - 5.4%
Hess Corp.	70,700		4,422,992
Marathon Oil Corp.	165,500		4,307,965
Murphy Oil Corp.	124,400		6,888,028
Tesoro Corp. (a)	212,600		5,514,844
Valero Energy Corp.	397,100		9,768,660
			30,902,489
TOTAL ENERGY			39,627,832
FINANCIALS - 30.3%
Capital Markets - 1.2%
Ameriprise Financial, Inc.	139,100		6,493,188
Commercial Banks - 6.6%
Comerica, Inc.	289,000		7,383,950
Huntington Bancshares, Inc.	1,400,300		7,253,554
KeyCorp	1,085,800		7,665,748
Regions Financial Corp.	1,749,400		6,875,142
SunTrust Banks, Inc.	444,000		8,760,120
			37,938,514
Consumer Finance - 3.1%
Discover Financial Services	390,300		9,195,468
SLM Corp.	608,600		8,319,562
			17,515,030
Insurance - 9.0%
Assurant, Inc.	172,700		6,655,858
Axis Capital Holdings Ltd.	176,800		5,542,680
Delphi Financial Group, Inc. Class A	166,600		4,411,568
Hartford Financial Services Group, Inc.	431,900		8,314,075
Lincoln National Corp.	379,700		7,233,285
Reinsurance Group of America, Inc.	100,900		5,270,007
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Unum Group	322,900		$ 7,697,936
Validus Holdings Ltd.	236,200		6,462,432
			51,587,841
Real Estate Investment Trusts - 10.4%
American Capital Agency Corp. (d)	270,900		7,452,459
BRE Properties, Inc.	138,900		6,961,668
Douglas Emmett, Inc. (d)	337,600		6,583,200
Essex Property Trust, Inc.	34,100		4,868,116
Prologis, Inc.	237,000		7,053,120
Public Storage	46,700		6,026,635
Rayonier, Inc.	136,900		5,712,837
SL Green Realty Corp.	68,400		4,718,916
The Macerich Co.	84,000		4,179,840
Ventas, Inc.	109,000		6,061,490
			59,618,281
TOTAL FINANCIALS			173,152,854
HEALTH CARE - 5.8%
Health Care Equipment & Supplies - 0.6%
The Cooper Companies, Inc.	47,700		3,305,610
Health Care Providers & Services - 3.5%
Community Health Systems, Inc. (a)	305,700		5,343,636
Humana, Inc.	86,900		7,376,941
McKesson Corp.	37,000		3,017,350
Omnicare, Inc.	136,900		4,082,358
			19,820,285
Life Sciences Tools & Services - 0.5%
Thermo Fisher Scientific, Inc. (a)	58,900		2,960,903
Pharmaceuticals - 1.2%
Medicis Pharmaceutical Corp. Class A	108,700		4,162,123
Watson Pharmaceuticals, Inc. (a)	42,300		2,840,868
			7,002,991
TOTAL HEALTH CARE			33,089,789
INDUSTRIALS - 10.2%
Aerospace & Defense - 2.6%
Alliant Techsystems, Inc.	57,100		3,316,368
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Aerospace & Defense - continued
Esterline Technologies Corp. (a)	79,300		$ 4,432,870
Textron, Inc.	365,300		7,094,126
			14,843,364
Airlines - 0.6%
Alaska Air Group, Inc. (a)	47,600		3,166,828
Commercial Services & Supplies - 2.1%
Pitney Bowes, Inc. (d)	192,200		3,917,036
Republic Services, Inc.	286,900		8,165,174
			12,082,210
Construction & Engineering - 1.7%
Fluor Corp.	53,400		3,035,790
KBR, Inc.	236,200		6,592,342
			9,628,132
Machinery - 1.5%
Navistar International Corp. (a)	77,600		3,264,632
Parker Hannifin Corp.	64,600		5,268,130
			8,532,762
Professional Services - 0.9%
Towers Watson & Co.	81,400		5,347,980
Road & Rail - 0.8%
Kansas City Southern (a)	76,900		4,857,773
TOTAL INDUSTRIALS			58,459,049
INFORMATION TECHNOLOGY - 8.7%
Communications Equipment - 1.6%
Brocade Communications Systems, Inc. (a)	782,400		3,426,912
Motorola Solutions, Inc.	121,100		5,680,801
			9,107,713
Computers & Peripherals - 0.5%
Seagate Technology	183,600		2,965,140
Electronic Equipment & Components - 1.0%
Jabil Circuit, Inc.	279,200		5,740,352
IT Services - 2.0%
Alliance Data Systems Corp. (a)(d)	55,300		5,664,932
Amdocs Ltd. (a)	196,600		5,901,932
			11,566,864
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Office Electronics - 1.4%
Xerox Corp.	968,100		$ 7,919,058
Semiconductors & Semiconductor Equipment - 2.2%
KLA-Tencor Corp.	135,600		6,385,404
Marvell Technology Group Ltd. (a)	429,900		6,014,301
			12,399,705
TOTAL INFORMATION TECHNOLOGY			49,698,832
MATERIALS - 4.7%
Chemicals - 2.3%
Ashland, Inc.	79,300		4,199,728
CF Industries Holdings, Inc.	38,700		6,279,849
Olin Corp.	149,600		2,821,456
			13,301,033
Containers & Packaging - 1.3%
Ball Corp.	81,700		2,824,369
Rock-Tenn Co. Class A	74,100		4,385,979
			7,210,348
Metals & Mining - 1.1%
Reliance Steel & Aluminum Co.	146,200		6,460,578
TOTAL MATERIALS			26,971,959
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
Frontier Communications Corp.	759,800		4,756,348
UTILITIES - 13.7%
Electric Utilities - 6.2%
American Electric Power Co., Inc.	141,200		5,546,336
Edison International	238,700		9,691,220
El Paso Electric Co.	162,700		5,211,281
PNM Resources, Inc.	320,600		5,764,388
PPL Corp.	315,600		9,269,172
			35,482,397
Independent Power Producers & Energy Traders - 0.9%
The AES Corp. (a)	446,500		5,009,730
Multi-Utilities - 6.6%
Alliant Energy Corp.	169,100		6,895,898
CenterPoint Energy, Inc.	390,200		8,131,768
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Multi-Utilities - continued
NiSource, Inc.	277,300		$ 6,125,557
OGE Energy Corp.	137,400		7,109,076
Sempra Energy	179,600		9,649,908
			37,912,207
TOTAL UTILITIES			78,404,334
TOTAL COMMON STOCKS (Cost $566,869,184)		568,076,168
Money Market Funds - 3.6%
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c) (Cost $20,244,905)	20,244,905		20,244,905
TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $587,114,089)			588,321,073
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(16,459,473)
NET ASSETS - 100%		$ 571,861,600

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 3,697
Fidelity Securities Lending Cash Central Fund	21,002
Total	$ 24,699

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $590,352,864. Net unrealized depreciation aggregated $2,031,791, of which $34,365,853 related to appreciated investment securities and $36,397,644 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Series All-Sector
Equity Fund

October 31, 2011

1.884778.106

ASE-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.8%
	Shares		Value
CONSUMER DISCRETIONARY - 9.8%
Diversified Consumer Services - 0.3%
Weight Watchers International, Inc.	390,710		$ 29,154,780
Hotels, Restaurants & Leisure - 2.0%
Arcos Dorados Holdings, Inc.	1,219,300		28,531,620
Betfair Group PLC (d)	1,540,195		19,245,836
Las Vegas Sands Corp. (a)	379,600		17,822,220
Starbucks Corp.	1,955,758		82,806,794
Yum! Brands, Inc.	1,477,715		79,161,193
			227,567,663
Internet & Catalog Retail - 1.4%
Amazon.com, Inc. (a)	419,031		89,467,309
Priceline.com, Inc. (a)	139,388		70,770,075
			160,237,384
Media - 2.8%
Comcast Corp. Class A	1,406,577		32,984,231
DIRECTV (a)	2,357,642		107,178,405
Legend Pictures LLC (a)(g)(h)	3,706		2,779,500
The Walt Disney Co.	2,687,611		93,743,872
Time Warner, Inc.	2,147,408		75,137,806
			311,823,814
Multiline Retail - 0.7%
Dollar General Corp. (a)	1,857,011		73,649,056
Specialty Retail - 1.9%
Abercrombie & Fitch Co. Class A	974,623		72,511,951
Limited Brands, Inc.	1,734,488		74,079,982
Sally Beauty Holdings, Inc. (a)	337,600		6,478,544
TJX Companies, Inc.	966,538		56,958,084
			210,028,561
Textiles, Apparel & Luxury Goods - 0.7%
Under Armour, Inc. Class A (sub. vtg.) (a)	173,992		14,686,665
VF Corp.	432,578		59,790,931
			74,477,596
TOTAL CONSUMER DISCRETIONARY			1,086,938,854
CONSUMER STAPLES - 10.7%
Beverages - 4.5%
Anheuser-Busch InBev SA NV	652,186		36,172,953
Carlsberg A/S Series B	44,921		3,057,811
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Beverages - continued
Coca-Cola Bottling Co. Consolidated	107,637		$ 6,040,588
Coca-Cola FEMSA SAB de CV sponsored ADR	65,453		5,861,316
Coca-Cola Icecek AS	404,488		5,490,011
Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR	183,335		6,182,056
Constellation Brands, Inc. Class A (sub. vtg.) (a)	2,125,219		42,971,928
Diageo PLC sponsored ADR	502,152		41,618,358
Embotelladora Andina SA sponsored ADR	231,022		6,584,127
Molson Coors Brewing Co. Class B	1,001,433		42,400,673
PepsiCo, Inc.	821,944		51,741,375
Pernod Ricard SA	353,275		33,000,566
Remy Cointreau SA	255,801		21,027,779
The Coca-Cola Co.	2,960,305		202,248,038
			504,397,579
Food & Staples Retailing - 1.1%
CVS Caremark Corp.	2,857,501		103,727,286
Drogasil SA	489,700		3,079,874
Walgreen Co.	569,836		18,918,555
			125,725,715
Food Products - 0.8%
Bunge Ltd.	347,972		21,494,230
Danone	132,004		9,188,821
First Resources Ltd.	690,000		772,255
Green Mountain Coffee Roasters, Inc. (a)	69,817		4,539,501
Nestle SA	310,946		18,035,612
Orion Corp.	4,492		2,400,898
Pilgrims Pride Corp. (a)	286,433		1,443,622
Unilever NV (NY Reg.)	802,961		27,726,243
Viterra, Inc.	302,400		3,112,428
			88,713,610
Household Products - 2.4%
Colgate-Palmolive Co.	148,487		13,418,770
Procter & Gamble Co.	3,775,591		241,600,068
Spectrum Brands Holdings, Inc. (a)	232,564		5,902,474
			260,921,312
Personal Products - 0.5%
Amoreg	7,256		1,581,292
Avon Products, Inc.	558,020		10,200,606
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - continued
L'Oreal SA	334,100		$ 36,901,031
Nu Skin Enterprises, Inc. Class A	91,290		4,612,884
			53,295,813
Tobacco - 1.4%
British American Tobacco PLC sponsored ADR	1,634,275		150,761,869
Japan Tobacco, Inc.	619		3,094,258
Souza Cruz Industria Comerico	506,000		6,205,660
			160,061,787
TOTAL CONSUMER STAPLES			1,193,115,816
ENERGY - 12.3%
Energy Equipment & Services - 3.7%
Aker Solutions ASA	466,400		5,424,132
Baker Hughes, Inc.	1,294,234		75,052,630
C&J Energy Services, Inc. (d)	347,700		5,862,222
Discovery Offshore S.A. (a)(e)	853,300		1,379,356
Ensco International Ltd. ADR	570,345		28,323,333
Halliburton Co.	2,378,078		88,844,994
National Oilwell Varco, Inc.	681,924		48,641,639
Noble Corp.	1,046,025		37,594,139
Ocean Rig UDW, Inc.:
(Norway)	30,800		489,583
(United States)	429,036		6,581,412
Oceaneering International, Inc.	390,318		16,327,002
Saipem SpA	309,400		13,872,989
Schlumberger Ltd.	541,081		39,753,221
TETRA Technologies, Inc. (a)	408,500		3,880,750
Transocean Ltd. (United States)	628,961		35,945,121
Vantage Drilling Co. (a)	3,799,042		5,166,697
			413,139,220
Oil, Gas & Consumable Fuels - 8.6%
Alpha Natural Resources, Inc. (a)	1,166,741		28,048,454
Anadarko Petroleum Corp.	885,292		69,495,422
Apache Corp.	846,553		84,342,075
BP PLC sponsored ADR	870,923		38,477,378
Canadian Natural Resources Ltd.	690,500		24,354,697
CVR Energy, Inc. (a)	371,255		9,192,274
Exxon Mobil Corp.	1,976,518		154,346,291
Falkland Oil & Gas Ltd. (a)	561,801		474,331
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
HollyFrontier Corp.	1,948,784		$ 59,808,181
InterOil Corp. (a)(d)	356,011		16,914,083
Marathon Oil Corp.	1,681,900		43,779,857
Marathon Petroleum Corp.	1,215,419		43,633,542
Niko Resources Ltd.	321,100		17,661,547
Occidental Petroleum Corp.	586,655		54,523,716
Petrobank Energy & Resources Ltd.	517,797		4,659,316
Petrominerales Ltd.	362,800		9,571,791
Resolute Energy Corp. (a)	755,702		9,824,126
Rockhopper Exploration PLC (a)	171,900		591,602
Royal Dutch Shell PLC:
Class A sponsored ADR (d)	91,932		6,518,898
Class B sponsored ADR	2,555,079		183,454,672
Talisman Energy, Inc.	1,802,700		25,570,726
Western Refining, Inc. (a)	673,784		10,767,068
Whiting Petroleum Corp. (a)	358,804		16,702,326
Williams Companies, Inc.	1,512,400		45,538,364
			958,250,737
TOTAL ENERGY			1,371,389,957
FINANCIALS - 13.2%
Capital Markets - 1.9%
Ameriprise Financial, Inc.	246,858		11,523,331
Bank of New York Mellon Corp.	2,085,547		44,380,440
E*TRADE Financial Corp. (a)	1,390,378		15,085,601
Evercore Partners, Inc. Class A	198,110		5,436,138
ICAP PLC	762,658		4,956,313
Invesco Ltd.	941,495		18,895,805
Morgan Stanley	598,194		10,552,142
State Street Corp.	1,876,635		75,797,288
TD Ameritrade Holding Corp.	1,305,900		21,913,002
			208,540,060
Commercial Banks - 2.1%
CIT Group, Inc. (a)	150,126		5,231,891
FirstMerit Corp.	742,068		10,396,373
Huntington Bancshares, Inc.	3,354,100		17,374,238
Regions Financial Corp.	1,868,600		7,343,598
SunTrust Banks, Inc.	1,321,489		26,072,978
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
Synovus Financial Corp. (d)	4,045,660		$ 6,068,490
U.S. Bancorp	5,077,165		129,924,652
Wells Fargo & Co.	1,289,062		33,399,596
			235,811,816
Consumer Finance - 1.3%
Capital One Financial Corp.	2,288,048		104,472,272
Credit Saison Co. Ltd.	190,000		3,708,109
Green Dot Corp. Class A (a)(d)	122,473		4,001,193
SLM Corp.	2,486,028		33,984,003
			146,165,577
Diversified Financial Services - 2.6%
African Bank Investments Ltd.	1,925,048		8,353,849
Citigroup, Inc.	5,671,088		179,149,670
CME Group, Inc.	142,363		39,229,548
JPMorgan Chase & Co.	1,596,974		55,510,816
NBH Holdings Corp. Class A (a)(e)	361,500		5,784,000
			288,027,883
Insurance - 3.7%
ACE Ltd.	602,189		43,447,936
Amlin PLC	2,088,806		9,664,470
Aon Corp.	481,570		22,450,793
Berkshire Hathaway, Inc.:
Class A (a)	182		21,284,900
Class B (a)	2,106,034		163,975,807
Fairfax Financial Holdings Ltd. (sub. vtg.)	109,900		45,936,734
Genworth Financial, Inc. Class A (a)	681,962		4,350,918
MetLife, Inc.	2,678,689		94,182,705
Validus Holdings Ltd.	387,061		10,589,989
			415,884,252
Real Estate Investment Trusts - 1.2%
American Capital Agency Corp.	597,125		16,426,909
Camden Property Trust (SBI)	181,956		11,033,812
Equity Lifestyle Properties, Inc.	161,000		10,646,930
Japan Retail Fund Investment Corp.	3,642		5,638,440
Prologis, Inc.	721,580		21,474,221
Public Storage	372,266		48,040,927
The Macerich Co.	354,830		17,656,341
			130,917,580
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Management & Development - 0.2%
Ayala Land, Inc.	6,046,000		$ 2,291,623
BR Malls Participacoes SA	683,100		7,379,167
PT Lippo Karawaci Tbk	104,295,375		7,477,492
			17,148,282
Thrifts & Mortgage Finance - 0.2%
Ocwen Financial Corp. (a)	1,733,749		25,139,361
TOTAL FINANCIALS			1,467,634,811
HEALTH CARE - 11.0%
Biotechnology - 2.7%
Alexion Pharmaceuticals, Inc. (a)	219,047		14,787,863
Amgen, Inc.	2,153,090		123,307,464
AVEO Pharmaceuticals, Inc. (a)	347,900		5,587,274
AVEO Pharmaceuticals, Inc.	61,752		991,737
Biogen Idec, Inc. (a)	483,889		56,305,324
BioMarin Pharmaceutical, Inc. (a)	561,178		19,141,782
Gilead Sciences, Inc. (a)	1,671,699		69,642,980
Medivir AB (B Shares) (a)	247,273		3,404,031
ONYX Pharmaceuticals, Inc. (a)	235,034		9,619,942
			302,788,397
Health Care Equipment & Supplies - 2.8%
Baxter International, Inc.	1,560,406		85,791,122
Boston Scientific Corp. (a)	3,681,862		21,686,167
Covidien PLC	1,904,882		89,605,649
Edwards Lifesciences Corp. (a)	549,248		41,424,284
Mako Surgical Corp. (a)	550,267		21,157,766
Quidel Corp. (a)(d)	966,479		17,261,315
The Cooper Companies, Inc.	184,533		12,788,137
Wright Medical Group, Inc. (a)	358,300		6,159,177
Zimmer Holdings, Inc. (a)	312,421		16,442,717
			312,316,334
Health Care Providers & Services - 2.1%
Cardinal Health, Inc.	138,800		6,144,676
CIGNA Corp.	496,736		22,025,274
Henry Schein, Inc. (a)	576,587		39,969,011
McKesson Corp.	569,315		46,427,638
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Omnicare, Inc.	627,780		$ 18,720,400
UnitedHealth Group, Inc.	2,069,875		99,333,301
			232,620,300
Life Sciences Tools & Services - 0.2%
Agilent Technologies, Inc. (a)	665,685		24,676,943
Pharmaceuticals - 3.2%
Abbott Laboratories	168,100		9,055,547
Allergan, Inc.	147,045		12,369,425
Bristol-Myers Squibb Co.	429,030		13,553,058
Eli Lilly & Co.	168,100		6,246,596
GlaxoSmithKline PLC sponsored ADR	845,400		37,865,466
Merck & Co., Inc.	1,709,746		58,986,237
Pfizer, Inc.	5,671,593		109,234,881
Sanofi-aventis sponsored ADR	1,180,400		42,199,300
Shire PLC sponsored ADR	507,667		47,872,998
Valeant Pharmaceuticals International, Inc. (Canada)	414,762		16,376,619
			353,760,127
TOTAL HEALTH CARE			1,226,162,101
INDUSTRIALS - 10.8%
Aerospace & Defense - 3.7%
Goodrich Corp.	279,333		34,254,606
Honeywell International, Inc.	1,180,985		61,883,614
MTU Aero Engines Holdings AG	185,002		12,432,539
Precision Castparts Corp.	403,667		65,858,271
Textron, Inc.	1,669,654		32,424,681
The Boeing Co.	1,253,137		82,443,883
United Technologies Corp.	1,526,764		119,057,057
			408,354,651
Air Freight & Logistics - 0.6%
C.H. Robinson Worldwide, Inc.	456,570		31,699,655
United Parcel Service, Inc. Class B	454,587		31,930,191
			63,629,846
Building Products - 0.5%
Armstrong World Industries, Inc.	407,197		17,342,520
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Building Products - continued
Lennox International, Inc.	175,178		$ 5,638,980
Owens Corning (a)	1,039,829		29,510,347
			52,491,847
Commercial Services & Supplies - 0.5%
Republic Services, Inc.	953,203		27,128,157
Stericycle, Inc. (a)	270,983		22,648,759
Swisher Hygiene, Inc.	1,352,605		5,897,358
			55,674,274
Construction & Engineering - 0.4%
Fluor Corp.	466,314		26,509,951
Foster Wheeler AG (a)	850,772		18,138,459
			44,648,410
Electrical Equipment - 1.0%
Acuity Brands, Inc.	182,000		8,426,600
Alstom SA	595,871		22,347,361
Cooper Industries PLC Class A	389,005		20,407,202
Emerson Electric Co.	321,691		15,479,771
GrafTech International Ltd. (a)	820,156		12,884,651
Regal-Beloit Corp.	561,374		29,825,801
			109,371,386
Industrial Conglomerates - 1.9%
Danaher Corp.	1,195,600		57,807,260
General Electric Co.	6,132,756		102,478,353
Siemens AG sponsored ADR	160,600		16,858,182
Tyco International Ltd.	720,208		32,805,474
			209,949,269
Machinery - 0.9%
Caterpillar, Inc.	289,669		27,362,134
Cummins, Inc.	544,488		54,138,442
Fanuc Corp.	87,000		14,068,852
Fiat Industrial SpA (a)	611,600		5,336,509
Vallourec SA	65,894		4,010,567
			104,916,504
Professional Services - 0.1%
CoStar Group, Inc. (a)	199,141		12,253,146
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Road & Rail - 1.2%
CSX Corp.	2,465,622		$ 54,761,465
Union Pacific Corp.	810,675		80,718,910
			135,480,375
TOTAL INDUSTRIALS			1,196,769,708
INFORMATION TECHNOLOGY - 19.4%
Communications Equipment - 2.5%
Ciena Corp. (a)	828,853		10,924,283
Juniper Networks, Inc. (a)	736,992		18,034,194
Meru Networks, Inc. (a)(d)	166,284		902,922
Nokia Corp. sponsored ADR (d)	941,300		6,334,949
QUALCOMM, Inc.	4,381,928		226,107,485
Telefonaktiebolaget LM Ericsson (B Shares) sponsored ADR	280,100		2,915,841
ZTE Corp. (H Shares)	2,348,000		6,665,030
			271,884,704
Computers & Peripherals - 5.5%
Apple, Inc. (a)	1,226,480		496,454,574
EMC Corp. (a)	984,340		24,126,173
SanDisk Corp. (a)	1,207,678		61,193,044
Toshiba Corp.	5,816,000		25,369,121
			607,142,912
Internet Software & Services - 1.6%
Baidu.com, Inc. sponsored ADR (a)	27,812		3,898,686
DeNA Co. Ltd.	163,200		7,044,873
Dice Holdings, Inc. (a)	821,201		8,359,826
Google, Inc. Class A (a)	252,769		149,801,020
Mail.ru Group Ltd.:
GDR (a)(e)	290,800		10,018,060
GDR (Reg. S)	55,800		1,922,310
			181,044,775
IT Services - 0.9%
Accenture PLC Class A	1,670,105		100,640,527
Cognizant Technology Solutions Corp. Class A (a)	55,686		4,051,157
			104,691,684
Semiconductors & Semiconductor Equipment - 3.4%
Altera Corp.	404,581		15,341,712
Analog Devices, Inc.	2,573,396		94,109,092
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
ARM Holdings PLC sponsored ADR	491,641		$ 13,810,196
ASML Holding NV	590,040		24,740,377
Avago Technologies Ltd.	814,379		27,501,579
Inotera Memories, Inc. (a)	22,697,470		3,353,999
International Rectifier Corp. (a)	694,624		16,872,417
Intersil Corp. Class A	1,405,896		16,828,575
KLA-Tencor Corp.	393,373		18,523,935
Lam Research Corp. (a)	338,960		14,571,890
Marvell Technology Group Ltd. (a)	1,598,782		22,366,960
Micron Technology, Inc. (a)	8,345,786		46,652,944
Nanya Technology Corp. (a)	7,176,664		707,545
NXP Semiconductors NV (a)	1,431,041		25,715,807
RF Micro Devices, Inc. (a)	3,259,513		23,924,825
Samsung Electronics Co. Ltd.	16,576		14,216,404
			379,238,257
Software - 5.5%
Ariba, Inc. (a)	871,844		27,620,018
Check Point Software Technologies Ltd. (a)	1,067,151		61,499,912
Citrix Systems, Inc. (a)	1,002,051		72,979,374
Electronic Arts, Inc. (a)	297,854		6,954,891
Intuit, Inc.	893,054		47,930,208
Microsoft Corp.	10,047,700		267,570,251
Nuance Communications, Inc. (a)	520,279		13,776,988
Oracle Corp.	3,546,154		116,207,467
			614,539,109
TOTAL INFORMATION TECHNOLOGY			2,158,541,441
MATERIALS - 3.2%
Chemicals - 1.8%
Air Products & Chemicals, Inc.	116,271		10,015,584
Albemarle Corp.	78,176		4,165,999
Ashland, Inc.	170,843		9,047,845
CF Industries Holdings, Inc.	44,102		7,156,432
E.I. du Pont de Nemours & Co.	529,608		25,458,257
Ecolab, Inc. (d)	468,130		25,204,119
LyondellBasell Industries NV Class A	363,329		11,938,991
Monsanto Co.	445,878		32,437,625
Praxair, Inc.	354,350		36,026,765
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Sherwin-Williams Co.	234,962		$ 19,433,707
Sigma Aldrich Corp.	114,500		7,497,460
The Mosaic Co.	164,769		9,648,873
			198,031,657
Containers & Packaging - 0.4%
Ball Corp.	680,648		23,530,001
Rock-Tenn Co. Class A	318,659		18,861,426
			42,391,427
Metals & Mining - 1.0%
Anglo American PLC (United Kingdom)	1,027,276		37,890,117
First Quantum Minerals Ltd.	427,100		8,958,881
Goldcorp, Inc.	232,000		11,287,556
Ivanhoe Mines Ltd. (a)	139,200		2,848,653
Newmont Mining Corp.	205,590		13,739,580
Nucor Corp.	101,571		3,837,352
Reliance Steel & Aluminum Co.	386,531		17,080,805
Walter Energy, Inc.	210,936		15,957,308
			111,600,252
TOTAL MATERIALS			352,023,336
TELECOMMUNICATION SERVICES - 2.7%
Diversified Telecommunication Services - 1.7%
AT&T, Inc.	397,927		11,663,240
CenturyLink, Inc.	2,868,477		101,142,499
Verizon Communications, Inc.	2,046,485		75,679,015
			188,484,754
Wireless Telecommunication Services - 1.0%
American Tower Corp. Class A (a)	1,809,215		99,687,747
Mobile TeleSystems OJSC sponsored ADR	122,400		1,749,096
NII Holdings, Inc. (a)	263,100		6,190,743
			107,627,586
TOTAL TELECOMMUNICATION SERVICES			296,112,340
UTILITIES - 3.7%
Electric Utilities - 2.6%
Duke Energy Corp.	2,263,764		46,226,061
Edison International	1,337,915		54,319,349
Common Stocks - continued
	Shares		Value
UTILITIES - continued
Electric Utilities - continued
Exelon Corp.	1,106,365		$ 49,111,542
FirstEnergy Corp.	1,240,922		55,791,853
NextEra Energy, Inc.	1,125,391		63,472,052
Progress Energy, Inc.	359,695		18,740,110
			287,660,967
Independent Power Producers & Energy Traders - 0.7%
Constellation Energy Group, Inc.	1,156,474		45,912,018
NRG Energy, Inc. (a)	526,328		11,273,946
The AES Corp. (a)	2,206,967		24,762,170
			81,948,134
Multi-Utilities - 0.4%
Sempra Energy	717,245		38,537,574
TOTAL UTILITIES			408,146,675
TOTAL COMMON STOCKS (Cost $9,469,395,711)		10,756,835,039
Nonconvertible Preferred Stocks - 0.0%
CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
Porsche Automobil Holding SE (Germany) (Cost $2,275,439)	36,539		2,143,254

U.S. Treasury Obligations - 0.1%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0% to 0.02% 11/3/11 to 12/15/11 (f) (Cost $13,229,941)	$ 13,230,000	13,229,880

Money Market Funds - 3.3%
	Shares		Value
Fidelity Cash Central Fund, 0.12% (b)	316,443,339		$ 316,443,339
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	50,207,764		50,207,764
TOTAL MONEY MARKET FUNDS (Cost $366,651,103)		366,651,103
TOTAL INVESTMENT PORTFOLIO - 100.2% (Cost $9,851,552,194)		11,138,859,276
NET OTHER ASSETS (LIABILITIES) - (0.2)%		(18,063,261)
NET ASSETS - 100%		$ 11,120,796,015

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
2,152 CME E-mini S&P 500 Index Contracts	Dec. 2011	$ 134,424,680	$ 9,394,963

The face value of futures purchased as a percentage of net assets is 1.2%

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(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 end of the period, the value of these securities amounted to $17,181,416 or 0.2% of net assets.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $8,999,919.

(g) Investment is owned by an entity that is treated as a corporation for U.S. tax purposes which is owned by the Fund.

(h) 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 $2,779,500 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost
Legend Pictures LLC	9/23/10	$ 2,779,500

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 352,592
Fidelity Securities Lending Cash Central Fund	1,420,282
Total	$ 1,772,874

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,089,082,108	$ 1,086,302,608	$ -	$ 2,779,500
Consumer Staples	1,193,115,816	1,149,094,160	44,021,656	-
Energy	1,371,389,957	1,371,389,957	-	-
Financials	1,467,634,811	1,445,026,770	16,824,041	5,784,000
Health Care	1,226,162,101	1,226,162,101	-	-
Industrials	1,196,769,708	1,182,700,856	14,068,852	-
Information Technology	2,158,541,441	2,101,184,469	57,356,972	-
Materials	352,023,336	352,023,336	-	-
Telecommunication Services	296,112,340	296,112,340	-	-
Utilities	408,146,675	408,146,675	-	-
U.S. Government and Government Agency Obligations	13,229,880	-	13,229,880	-
Money Market Funds	366,651,103	366,651,103	-	-
Total Investments in Securities:	$ 11,138,859,276	$ 10,984,794,375	$ 145,501,401	$ 8,563,500
Derivative Instruments:
Assets
Futures Contracts	$ 9,394,963	$ 9,394,963	$ -	$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:
Beginning Balance	$ 2,779,500
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(272,145)
Cost of Purchases	1,020
Proceeds of Sales	-
Amortization/Accretion	-
Transfers in to Level 3	6,055,125
Transfers out of Level 3	-
Ending Balance	$ 8,563,500
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at October 31, 2011	$ (272,145)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $9,926,861,889. Net unrealized appreciation aggregated $1,211,997,387, of which $1,597,080,192 related to appreciated investment securities and $385,082,805 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from independent pricing services or from dealers who make markets in such securities. For U.S. government and government agency obligations, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Series Large Cap
Value Fund

October 31, 2011

1.884765.106

LPV-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.7%
	Shares		Value
CONSUMER DISCRETIONARY - 9.7%
Auto Components - 0.3%
TRW Automotive Holdings Corp. (a)	737,700		$ 31,057,170
Automobiles - 0.3%
Honda Motor Co. Ltd.	922,600		27,592,727
Household Durables - 2.8%
D.R. Horton, Inc.	3,138,662		34,933,308
Garmin Ltd. (d)	7,254,567		249,484,559
			284,417,867
Media - 2.1%
CBS Corp. Class B	1,409,200		36,371,452
DISH Network Corp. Class A (a)	920,400		22,246,068
Time Warner, Inc.	2,734,802		95,690,722
Washington Post Co. Class B (d)	150,088		51,053,934
			205,362,176
Multiline Retail - 1.8%
JCPenney Co., Inc. (d)	3,337,528		107,067,898
Macy's, Inc.	1,892,100		57,765,813
Target Corp.	226,871		12,421,187
			177,254,898
Specialty Retail - 1.7%
American Eagle Outfitters, Inc.	2,202,270		28,915,805
Foot Locker, Inc.	1,229,500		26,876,870
GameStop Corp. Class A (a)	1,088,900		27,843,173
Home Depot, Inc.	1,831,200		65,556,960
Limited Brands, Inc.	547,000		23,362,370
			172,555,178
Textiles, Apparel & Luxury Goods - 0.7%
PVH Corp.	373,100		27,762,371
VF Corp.	342,300		47,312,706
			75,075,077
TOTAL CONSUMER DISCRETIONARY			973,315,093
CONSUMER STAPLES - 9.8%
Beverages - 3.2%
Coca-Cola Enterprises, Inc.	951,000		25,505,820
Dr Pepper Snapple Group, Inc.	600,300		22,481,235
Grupo Modelo SAB de CV Series C	38,980,778		247,255,920
PepsiCo, Inc.	387,800		24,412,010
			319,654,985
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food & Staples Retailing - 0.4%
CVS Caremark Corp.	355,521		$ 12,905,412
Wal-Mart Stores, Inc.	412,700		23,408,344
			36,313,756
Food Products - 2.0%
ConAgra Foods, Inc.	1,276,600		32,336,278
Kraft Foods, Inc. Class A	4,830,364		169,932,206
			202,268,484
Household Products - 3.2%
Kimberly-Clark Corp.	402,600		28,065,246
Procter & Gamble Co.	4,534,295		290,149,537
			318,214,783
Tobacco - 1.0%
Lorillard, Inc.	610,968		67,609,719
Philip Morris International, Inc.	483,900		33,810,093
			101,419,812
TOTAL CONSUMER STAPLES			977,871,820
ENERGY - 12.0%
Energy Equipment & Services - 2.5%
Halliburton Co.	1,009,500		37,714,920
Helmerich & Payne, Inc.	893,758		47,530,050
National Oilwell Varco, Inc.	1,001,600		71,444,128
Transocean Ltd. (United States)	966,880		55,257,192
Weatherford International Ltd. (a)	2,630,779		40,777,075
			252,723,365
Oil, Gas & Consumable Fuels - 9.5%
Alpha Natural Resources, Inc. (a)	1,094,904		26,321,492
Anadarko Petroleum Corp.	401,507		31,518,300
Apache Corp.	216,400		21,559,932
BP PLC sponsored ADR	776,254		34,294,902
Chevron Corp.	3,337,600		350,614,880
Exxon Mobil Corp.	383,000		29,908,470
Marathon Oil Corp.	2,518,200		65,548,746
Marathon Petroleum Corp.	4,691,509		168,425,173
Occidental Petroleum Corp.	1,020,082		94,806,421
Royal Dutch Shell PLC Class A sponsored ADR	711,500		50,452,465
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Tesoro Corp. (a)	1,455,900		$ 37,766,046
Valero Energy Corp.	1,411,600		34,725,360
			945,942,187
TOTAL ENERGY			1,198,665,552
FINANCIALS - 23.6%
Capital Markets - 2.8%
Bank of New York Mellon Corp.	1,776,500		37,803,920
E*TRADE Financial Corp. (a)	5,481,871		59,478,300
Goldman Sachs Group, Inc.	342,550		37,526,353
Morgan Stanley	5,006,737		88,318,841
State Street Corp.	1,486,612		60,044,259
			283,171,673
Commercial Banks - 5.9%
Aozora Bank Ltd. (d)	34,523,000		87,286,189
BB&T Corp.	2,125,000		49,597,500
Comerica, Inc.	1,133,200		28,953,260
KeyCorp	7,425,600		52,424,736
Regions Financial Corp.	7,772,300		30,545,139
Sumitomo Mitsui Financial Group, Inc.	588,900		16,462,759
SunTrust Banks, Inc.	1,636,900		32,296,037
U.S. Bancorp	1,767,921		45,241,098
Wells Fargo & Co.	9,536,345		247,086,699
			589,893,417
Consumer Finance - 1.3%
Capital One Financial Corp.	1,445,900		66,019,794
Discover Financial Services	1,380,300		32,519,868
SLM Corp.	2,369,700		32,393,799
			130,933,461
Diversified Financial Services - 6.2%
Bank of America Corp.	3,237,232		22,110,295
Citigroup, Inc.	11,009,663		347,795,254
JPMorgan Chase & Co.	7,077,086		245,999,509
			615,905,058
Insurance - 6.1%
ACE Ltd.	776,500		56,024,475
Assurant, Inc.	1,307,138		50,377,099
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Berkshire Hathaway, Inc. Class B (a)	936,330		$ 72,902,654
Hartford Financial Services Group, Inc.	2,868,100		55,210,925
Lincoln National Corp.	2,037,500		38,814,375
MetLife, Inc.	2,967,000		104,319,720
Prudential Financial, Inc.	1,283,900		69,587,380
RenaissanceRe Holdings Ltd.	276,794		18,855,207
The Chubb Corp.	605,327		40,587,175
Unum Group	2,247,100		53,570,864
XL Group PLC Class A	2,523,838		54,868,238
			615,118,112
Real Estate Investment Trusts - 1.2%
American Capital Agency Corp.	1,009,600		27,774,096
AvalonBay Communities, Inc.	262,300		35,066,887
Public Storage	199,300		25,719,665
Weyerhaeuser Co.	1,948,500		35,034,030
			123,594,678
Thrifts & Mortgage Finance - 0.1%
Radian Group, Inc.	3,152,805		7,409,092
TOTAL FINANCIALS			2,366,025,491
HEALTH CARE - 13.2%
Biotechnology - 0.9%
Amgen, Inc.	1,605,500		91,946,985
Health Care Equipment & Supplies - 0.3%
CareFusion Corp. (a)	1,047,504		26,816,102
Health Care Providers & Services - 1.5%
Aetna, Inc.	1,258,900		50,053,864
UnitedHealth Group, Inc.	1,295,600		62,175,844
WellPoint, Inc.	622,900		42,917,810
			155,147,518
Pharmaceuticals - 10.5%
Bristol-Myers Squibb Co.	549,917		17,371,878
Eli Lilly & Co.	1,052,159		39,098,228
Johnson & Johnson	3,804,754		244,988,110
Merck & Co., Inc.	8,615,508		297,235,026
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	18,700,087		$ 360,163,675
Sanofi-aventis sponsored ADR	2,475,725		88,507,169
			1,047,364,086
TOTAL HEALTH CARE			1,321,274,691
INDUSTRIALS - 7.1%
Aerospace & Defense - 1.8%
Alliant Techsystems, Inc.	433,500		25,177,680
Raytheon Co.	832,400		36,783,756
Textron, Inc.	1,513,000		29,382,460
United Technologies Corp.	1,105,830		86,232,623
			177,576,519
Commercial Services & Supplies - 0.4%
Republic Services, Inc.	1,564,700		44,531,362
Construction & Engineering - 0.6%
Jacobs Engineering Group, Inc. (a)	727,236		28,216,757
KBR, Inc.	987,252		27,554,203
			55,770,960
Industrial Conglomerates - 3.2%
General Electric Co.	19,156,521		320,105,466
Machinery - 0.2%
Cummins, Inc.	250,100		24,867,443
Professional Services - 0.3%
Towers Watson & Co.	414,600		27,239,220
Road & Rail - 0.6%
Union Pacific Corp.	572,100		56,963,997
TOTAL INDUSTRIALS			707,054,967
INFORMATION TECHNOLOGY - 10.0%
Communications Equipment - 5.0%
Alcatel-Lucent SA sponsored ADR (a)(d)	70,342,574		192,738,653
Cisco Systems, Inc.	8,142,263		150,876,133
Comverse Technology, Inc. (a)(e)	15,500,486		106,798,349
Motorola Solutions, Inc.	1,013,400		47,538,594
			497,951,729
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - 1.2%
Dell, Inc. (a)	2,521,200		$ 39,860,172
Hewlett-Packard Co.	2,922,300		77,762,403
			117,622,575
Electronic Equipment & Components - 0.7%
Corning, Inc.	3,368,463		48,135,336
Jabil Circuit, Inc.	1,337,500		27,499,000
			75,634,336
IT Services - 0.4%
Accenture PLC Class A	624,600		37,638,396
Office Electronics - 0.7%
Xerox Corp.	8,250,359		67,487,937
Semiconductors & Semiconductor Equipment - 1.5%
Advanced Micro Devices, Inc. (a)	15,474,477		90,216,201
Intel Corp.	1,568,700		38,495,898
KLA-Tencor Corp.	577,500		27,194,475
			155,906,574
Software - 0.5%
Microsoft Corp.	1,762,250		46,928,718
TOTAL INFORMATION TECHNOLOGY			999,170,265
MATERIALS - 2.9%
Chemicals - 1.9%
Ashland, Inc.	525,400		27,825,184
CF Industries Holdings, Inc.	169,900		27,569,673
Clariant AG (Reg.) (a)	9,205,819		100,655,043
LyondellBasell Industries NV Class A	997,600		32,781,136
			188,831,036
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	458,300		27,126,777
Metals & Mining - 0.8%
Newmont Mining Corp.	802,497		53,630,875
Reliance Steel & Aluminum Co.	605,200		26,743,788
			80,374,663
TOTAL MATERIALS			296,332,476
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.3%
AT&T, Inc.	5,803,286		$ 170,094,313
CenturyLink, Inc.	628,678		22,167,186
Verizon Communications, Inc.	1,037,300		38,359,354
			230,620,853
UTILITIES - 5.1%
Electric Utilities - 3.8%
American Electric Power Co., Inc.	1,658,900		65,161,592
Edison International	1,404,000		57,002,400
Exelon Corp.	788,512		35,002,048
FirstEnergy Corp.	1,863,495		83,782,735
NextEra Energy, Inc.	1,808,274		101,986,654
PPL Corp.	1,221,200		35,866,644
			378,802,073
Independent Power Producers & Energy Traders - 0.3%
The AES Corp. (a)	2,700,900		30,304,098
Multi-Utilities - 1.0%
CenterPoint Energy, Inc.	1,437,500		29,957,500
Public Service Enterprise Group, Inc.	1,044,800		35,209,760
Sempra Energy	621,394		33,387,500
			98,554,760
TOTAL UTILITIES			507,660,931
TOTAL COMMON STOCKS (Cost $9,175,763,039)		9,577,992,139
Money Market Funds - 6.6%
	Shares		Value
Fidelity Cash Central Fund, 0.12% (b)	391,960,710		$ 391,960,710
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	272,207,602		272,207,602
TOTAL MONEY MARKET FUNDS (Cost $664,168,312)		664,168,312

TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $9,839,931,351)	10,242,160,451
NET OTHER ASSETS (LIABILITIES) - (2.3)%	(228,708,903)
NET ASSETS - 100%	$ 10,013,451,548

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 237,372
Fidelity Securities Lending Cash Central Fund	3,236,605
Total	$ 3,473,977

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Comverse Technology, Inc.	$ 71,836,599	$ 32,922,984	$ -	$ -	$ 106,798,349

Other Information

The following is a summary of the inputs used, as of October 31, 2011, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 973,315,093	$ 945,722,366	$ 27,592,727	$ -
Consumer Staples	977,871,820	977,871,820	-	-
Energy	1,198,665,552	1,198,665,552	-	-
Financials	2,366,025,491	2,262,276,543	103,748,948	-
Health Care	1,321,274,691	1,321,274,691	-	-
Industrials	707,054,967	707,054,967	-	-
Information Technology	999,170,265	999,170,265	-	-
Materials	296,332,476	296,332,476	-	-
Telecommunication Services	230,620,853	230,620,853	-	-
Utilities	507,660,931	507,660,931	-	-
Money Market Funds	664,168,312	664,168,312	-	-
Total Investments in Securities:	$ 10,242,160,451	$ 10,110,818,776	$ 131,341,675	$ -

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $9,942,378,518. Net unrealized appreciation aggregated $299,781,933, of which $963,961,900 related to appreciated investment securities and $664,179,967 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Telecom and
Utilities Fund

October 31, 2011

1.809082.108

UIF-QTLY-1211

Investments October 31, 2011 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 2.0%
Media - 2.0%
Comcast Corp. Class A	728,100		$ 17,074
TELECOMMUNICATION SERVICES - 25.5%
Diversified Telecommunication Services - 25.0%
AT&T, Inc.	1,864,400		54,646
Cbeyond, Inc. (a)	429,800		3,542
CenturyLink, Inc.	1,544,442		54,457
Verizon Communications, Inc.	2,867,100		106,026
			218,671
Wireless Telecommunication Services - 0.5%
NII Holdings, Inc. (a)	196,700		4,628
TOTAL TELECOMMUNICATION SERVICES			223,299
UTILITIES - 70.6%
Electric Utilities - 42.3%
American Electric Power Co., Inc.	59,963		2,355
Duke Energy Corp.	1,795,800		36,670
Edison International	1,375,828		55,859
Exelon Corp.	1,691,900		75,103
FirstEnergy Corp.	956,400		43,000
ITC Holdings Corp.	234,400		17,036
NextEra Energy, Inc.	1,313,000		74,053
NV Energy, Inc.	2,182,500		35,007
Progress Energy, Inc.	299,700		15,614
Southern Co.	369,301		15,954
			370,651
Gas Utilities - 4.4%
National Fuel Gas Co.	321,585		19,710
ONEOK, Inc.	246,717		18,763
			38,473
Independent Power Producers & Energy Traders - 13.0%
Calpine Corp. (a)	1,799,320		27,296
Constellation Energy Group, Inc.	1,103,179		43,796
GenOn Energy, Inc. (a)	788,292		2,404
NRG Energy, Inc. (a)	274,500		5,880
The AES Corp. (a)	3,034,700		34,049
			113,425
Multi-Utilities - 10.9%
CenterPoint Energy, Inc.	1,099,800		22,920
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - continued
Dominion Resources, Inc.	485,244		$ 25,034
OGE Energy Corp.	283,504		14,668
Public Service Enterprise Group, Inc.	979,100		32,996
			95,618
TOTAL UTILITIES			618,167
TOTAL COMMON STOCKS (Cost $806,277)		858,540
Money Market Funds - 4.0%
Fidelity Cash Central Fund, 0.12% (b) (Cost $35,261)	35,261,409		35,261
TOTAL INVESTMENT PORTFOLIO - 102.1% (Cost $841,538)			893,801
NET OTHER ASSETS (LIABILITIES) - (2.1)%			(18,251)
NET ASSETS - 100%		$ 875,550

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 16
Fidelity Securities Lending Cash Central Fund	1
Total	$ 17

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section at the end of this listing.

Income Tax Information

At October 31, 2011, the cost of investment securities for income tax purposes was $844,464,000. Net unrealized appreciation aggregated $49,337,000, of which $62,408,000 related to appreciated investment securities and $13,071,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include market or security specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The value used for net asset value calculation under these procedures may differ from published prices for the same securities. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels: Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds etc.). Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available). Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when significant market or security specific events arise, comparisons to the valuation of American Depositary Receipts, futures contracts, Exchange-traded funds (ETFs) and certain indexes as well as quoted prices for similar securities are used and are categorized as Level 2 in the hierarchy in these circumstances. Utilizing these techniques may result in transfers between Level 1 and Level 2. For restricted equity securities and private placements where observable inputs are limited, assumptions about market activity and risk are used and are categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day and are categorized as Level 1 in the hierarchy.

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Devonshire Trust'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 quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

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

SIGNATURES

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

Fidelity Devonshire Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	December 30, 2011

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/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer
Date:	December 30, 2011

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	December 30, 2011