N-Q 1 main.htm

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-1352

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

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

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:

April 30, 2012

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Equity-Income Fund

April 30, 2012 

1.800336.108

EQU-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.0%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 7.9%

Distributors - 0.2%

Li & Fung Ltd.

6,872,000

$ 14,703

Diversified Consumer Services - 0.0%

Strayer Education, Inc.

14,100

1,391

Hotels, Restaurants & Leisure - 0.7%

Cedar Fair LP (depository unit) (d)

73,600

2,290

Einstein Noah Restaurant Group, Inc.

146,659

2,075

McDonald's Corp.

568,941

55,443

 

59,808

Household Durables - 0.7%

KB Home (d)

873,400

7,581

Lennar Corp. Class A

987,534

27,394

PulteGroup, Inc. (a)

2,280,673

22,442

 

57,417

Leisure Equipment & Products - 0.3%

Hasbro, Inc.

820,700

30,153

Universal Entertainment Corp.

5,300

122

 

30,275

Media - 4.2%

Comcast Corp. Class A

7,558,535

229,250

Informa PLC

491,295

3,306

Ipsos SA

75,800

2,460

Pico Far East Holdings Ltd.

8,746,000

2,108

The Walt Disney Co.

480,250

20,704

Time Warner, Inc.

3,090,353

115,765

 

373,593

Multiline Retail - 1.2%

Target Corp.

1,855,649

107,516

Specialty Retail - 0.6%

Autobacs Seven Co. Ltd.

23,400

1,123

Destination Maternity Corp.

363,720

7,216

Dunelm Group PLC

131,000

1,088

Foschini Ltd.

179,300

2,969

Limited Brands, Inc.

70,300

3,494

Lowe's Companies, Inc.

992,122

31,222

USS Co. Ltd.

18,950

1,922

 

49,034

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.0%

VF Corp.

22,400

$ 3,406

TOTAL CONSUMER DISCRETIONARY

697,143

CONSUMER STAPLES - 11.0%

Beverages - 2.2%

Anadolu Efes Biracilik ve Malt Sanayii A/S

98,000

1,380

Anheuser-Busch InBev SA NV (d)

275,022

19,824

Beam, Inc.

182,200

10,345

Coca-Cola Icecek A/S

21,673

305

Dr Pepper Snapple Group, Inc.

96,300

3,908

PepsiCo, Inc.

1,558,312

102,849

The Coca-Cola Co.

708,723

54,090

 

192,701

Food & Staples Retailing - 1.8%

Safeway, Inc.

1,496,600

30,426

Sysco Corp.

780,100

22,545

Wal-Mart Stores, Inc.

1,226,355

72,245

Walgreen Co.

896,139

31,419

 

156,635

Food Products - 0.7%

Green Mountain Coffee Roasters, Inc. (a)

265,878

12,962

Hilton Food Group PLC

281,400

1,301

Kellogg Co.

793,144

40,109

Kraft Foods, Inc. Class A

68,671

2,738

 

57,110

Household Products - 3.6%

Colgate-Palmolive Co.

47,000

4,650

Kimberly-Clark Corp.

969,197

76,053

Procter & Gamble Co.

3,400,095

216,382

Reckitt Benckiser Group PLC

364,700

21,233

 

318,318

Tobacco - 2.7%

Altria Group, Inc.

2,218,000

71,442

British American Tobacco PLC:

(United Kingdom)

148,400

7,612

sponsored ADR

577,400

59,426

Imperial Tobacco Group PLC

80,163

3,206

Japan Tobacco, Inc.

916

5,075

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - continued

Lorillard, Inc.

221,900

$ 30,021

Philip Morris International, Inc.

660,895

59,157

Swedish Match Co. AB

120,800

4,911

 

240,850

TOTAL CONSUMER STAPLES

965,614

ENERGY - 11.8%

Energy Equipment & Services - 1.5%

Aker Solutions ASA

115,800

1,968

BW Offshore Ltd.

8,232,344

11,437

Diamond Offshore Drilling, Inc.

134,000

9,186

Exterran Partners LP

498,350

11,133

Halliburton Co.

1,134,970

38,839

National Oilwell Varco, Inc.

149,400

11,319

Noble Corp.

742,702

28,267

Saipem SpA

62,287

3,077

Trinidad Drilling Ltd.

1,768,800

11,461

 

126,687

Oil, Gas & Consumable Fuels - 10.3%

Apache Corp.

402,352

38,602

ARC Resources Ltd. (d)

289,900

5,970

Atlas Pipeline Partners, LP

108,500

3,793

BP PLC

687,427

4,967

BP PLC sponsored ADR

1,162,765

50,476

Buckeye Partners LP (d)

237,830

13,426

Canadian Natural Resources Ltd.

459,100

15,952

Chevron Corp.

3,249,334

346,243

ENI SpA

129,200

2,871

Exxon Mobil Corp.

1,412,084

121,919

Holly Energy Partners LP

151,699

9,125

Inergy LP

263,000

5,126

Inergy Midstream LP

344,200

7,294

Legacy Reserves LP

564,400

16,108

Markwest Energy Partners LP

97,500

5,865

Penn West Petroleum Ltd.

1,706,100

29,242

Pioneer Southwest Energy Partners LP

208,900

5,926

Royal Dutch Shell PLC:

Class A (United Kingdom)

114,913

4,099

Class A sponsored ADR

2,094,700

149,855

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Suncor Energy, Inc.

763,200

$ 25,212

Williams Companies, Inc.

1,380,300

46,972

 

909,043

TOTAL ENERGY

1,035,730

FINANCIALS - 18.5%

Capital Markets - 2.8%

Apollo Global Management LLC Class A

529,200

6,795

Apollo Investment Corp.

374,600

2,716

Ashmore Group PLC

3,587,412

22,278

Charles Schwab Corp.

2,852,466

40,790

FXCM, Inc. Class A (d)

395,382

4,579

Goldman Sachs Group, Inc.

171,921

19,797

ICAP PLC

293,200

1,807

KKR & Co. LP

2,638,200

37,251

Manning & Napier, Inc. (e)

679,190

9,848

Morgan Stanley

3,610,473

62,389

The Blackstone Group LP

2,471,035

33,507

UBS AG

213,937

2,672

 

244,429

Commercial Banks - 5.3%

Aozora Bank Ltd.

611,000

1,567

BanColombia SA sponsored ADR

27,500

1,865

Barclays PLC

758,967

2,687

BB&T Corp.

813,350

26,060

BS Financial Group, Inc.

91,830

947

Comerica, Inc.

483,800

15,491

DGB Financial Group Co. Ltd.

80,850

948

First Niagara Financial Group, Inc.

921,207

8,236

M&T Bank Corp.

406,000

35,026

Seven Bank Ltd.

1,439,400

3,557

Standard Chartered PLC (United Kingdom)

562,747

13,756

SunTrust Banks, Inc.

1,257,419

30,530

Svenska Handelsbanken AB (A Shares)

91,700

2,972

U.S. Bancorp

2,174,202

69,944

Wells Fargo & Co.

7,641,285

255,448

 

469,034

Consumer Finance - 0.0%

International Personal Finance PLC

208,600

906

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Diversified Financial Services - 3.9%

CME Group, Inc.

6,174

$ 1,641

JPMorgan Chase & Co.

7,963,825

342,285

KKR Financial Holdings LLC

6,445

59

London Stock Exchange Group PLC

106,000

1,872

 

345,857

Insurance - 4.5%

ACE Ltd.

835,600

63,481

AFLAC, Inc.

670,100

30,181

Berkshire Hathaway, Inc. Class B (a)

513,044

41,274

Euler Hermes SA

32,300

2,288

Everest Re Group Ltd.

292,727

29,009

Fairfax Financial Holdings Ltd. (sub. vtg.)

100

41

Fidelity National Financial, Inc. Class A

915,500

17,642

Hanover Insurance Group, Inc.

418,998

16,911

MetLife, Inc.

3,129,087

112,741

MetLife, Inc. unit (a)

224,000

15,478

Resolution Ltd.

820,100

2,979

The Chubb Corp.

447,941

32,731

Validus Holdings Ltd.

885,652

28,784

 

393,540

Real Estate Investment Trusts - 2.0%

American Capital Agency Corp.

887,300

27,719

American Tower Corp.

40,300

2,643

Annaly Capital Management, Inc.

1,344,300

21,939

Digital Realty Trust, Inc. (d)

184,700

13,869

Highwoods Properties, Inc. (SBI)

242,500

8,422

Japan Retail Fund Investment Corp.

1,404

2,239

Lexington Corporate Properties Trust

458,400

4,080

Omega Healthcare Investors, Inc.

756,900

16,205

Rayonier, Inc.

356,009

16,145

Two Harbors Investment Corp.

2,383,078

24,927

Ventas, Inc.

576,652

33,901

 

172,089

Real Estate Management & Development - 0.0%

Relo Holdings Corp.

101,800

3,003

TOTAL FINANCIALS

1,628,858

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - 13.9%

Biotechnology - 1.2%

Amgen, Inc.

1,214,525

$ 86,365

PDL BioPharma, Inc. (d)

3,335,500

20,980

 

107,345

Health Care Equipment & Supplies - 0.6%

Covidien PLC

753,800

41,632

St. Jude Medical, Inc.

403,338

15,617

 

57,249

Health Care Providers & Services - 1.8%

Aetna, Inc.

362,600

15,969

Brookdale Senior Living, Inc. (a)

583,800

11,098

Life Healthcare Group Holdings Ltd.

464,100

1,604

McKesson Corp.

47,900

4,379

Psychemedics Corp.

109,600

1,080

WellPoint, Inc.

1,768,246

119,922

 

154,052

Pharmaceuticals - 10.3%

Abbott Laboratories

1,312,200

81,435

AstraZeneca PLC sponsored ADR

518,300

22,753

GlaxoSmithKline PLC

2,008,981

46,416

Johnson & Johnson

2,699,848

175,733

Merck & Co., Inc.

5,498,832

215,774

Pfizer, Inc.

11,960,119

274,246

Roche Holding AG (participation certificate)

24,657

4,505

Sanofi SA

760,461

58,090

Teva Pharmaceutical Industries Ltd. sponsored ADR

627,178

28,687

 

907,639

TOTAL HEALTH CARE

1,226,285

INDUSTRIALS - 8.7%

Aerospace & Defense - 2.2%

Lockheed Martin Corp.

449,804

40,725

Raytheon Co.

936,546

50,705

Rockwell Collins, Inc.

138,331

7,731

The Boeing Co.

221,048

16,976

United Technologies Corp.

918,115

74,955

 

191,092

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Air Freight & Logistics - 1.3%

C.H. Robinson Worldwide, Inc.

358,500

$ 21,417

United Parcel Service, Inc. Class B

1,160,606

90,690

 

112,107

Airlines - 0.0%

Copa Holdings SA Class A

22,800

1,854

Building Products - 0.1%

Lennox International, Inc.

121,400

5,269

Commercial Services & Supplies - 1.1%

Corrections Corp. of America (a)

63,000

1,820

Intrum Justitia AB

1,157,200

17,563

Multiplus SA

116,800

2,531

Republic Services, Inc.

2,596,974

71,079

Steelcase, Inc. Class A

553,595

4,783

 

97,776

Construction & Engineering - 0.0%

Aveng Ltd.

206,700

1,057

VINCI SA

55,400

2,567

 

3,624

Electrical Equipment - 0.1%

Emerson Electric Co.

51,328

2,697

Hubbell, Inc. Class B

55,100

4,421

 

7,118

Industrial Conglomerates - 2.0%

General Electric Co.

8,736,583

171,062

Koninklijke Philips Electronics NV

130,200

2,591

Orkla ASA (A Shares)

375,900

2,762

 

176,415

Machinery - 1.1%

Briggs & Stratton Corp.

1,121,785

20,304

Douglas Dynamics, Inc.

675,024

9,538

Harsco Corp.

188,700

4,208

Illinois Tool Works, Inc.

266,013

15,264

Ingersoll-Rand PLC

752,442

31,994

Muehlbauer Holding AG & Co.

28,783

1,003

Stanley Black & Decker, Inc.

153,000

11,193

 

93,504

Professional Services - 0.3%

Michael Page International PLC

3,895,583

26,278

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Road & Rail - 0.5%

Union Pacific Corp.

370,400

$ 41,648

Trading Companies & Distributors - 0.0%

W.W. Grainger, Inc.

9,100

1,891

Wolseley PLC

75,900

2,886

 

4,777

TOTAL INDUSTRIALS

761,462

INFORMATION TECHNOLOGY - 8.8%

Communications Equipment - 1.2%

Cisco Systems, Inc.

5,044,416

101,645

Computers & Peripherals - 1.2%

Apple, Inc. (a)

55,772

32,584

Hewlett-Packard Co.

3,025,615

74,914

 

107,498

Electronic Equipment & Components - 0.5%

Arrow Electronics, Inc. (a)

304,095

12,787

Domino Printing Sciences PLC

725,140

7,050

TE Connectivity Ltd.

528,490

19,269

 

39,106

Internet Software & Services - 0.2%

VeriSign, Inc.

465,900

19,153

IT Services - 3.9%

Accenture PLC Class A

831,733

54,021

Cognizant Technology Solutions Corp. Class A (a)

620,498

45,495

Fidelity National Information Services, Inc.

157,932

5,318

IBM Corp.

33,000

6,834

MasterCard, Inc. Class A

58,150

26,300

Merkantildata ASA

124,600

1,328

Paychex, Inc.

4,994,946

154,743

Redecard SA

105,200

1,772

Visa, Inc. Class A

360,500

44,334

 

340,145

Office Electronics - 0.0%

Canon, Inc.

68,300

3,096

Semiconductors & Semiconductor Equipment - 1.3%

Analog Devices, Inc.

96,400

3,758

Applied Materials, Inc.

2,163,600

25,942

KLA-Tencor Corp.

399,403

20,829

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Siliconware Precision Industries Co. Ltd. sponsored ADR

3,746,948

$ 21,845

Taiwan Semiconductor Manufacturing Co. Ltd.

1,609,000

4,764

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

2,521,815

39,290

 

116,428

Software - 0.5%

BMC Software, Inc. (a)

348,600

14,383

CA, Inc.

796,300

21,038

CompuGROUP Holding AG

164,100

2,526

Microsoft Corp.

223,000

7,140

 

45,087

TOTAL INFORMATION TECHNOLOGY

772,158

MATERIALS - 0.8%

Chemicals - 0.5%

Arkema SA

21,100

1,869

Clariant AG (Reg.)

214,676

2,730

Israel Chemicals Ltd.

166,900

1,915

LyondellBasell Industries NV Class A

74,000

3,092

PPG Industries, Inc.

274,900

28,930

 

38,536

Metals & Mining - 0.3%

ArcelorMittal SA Class A unit (d)

417,300

7,232

Commercial Metals Co.

703,200

10,393

Nucor Corp.

286,800

11,245

 

28,870

TOTAL MATERIALS

67,406

TELECOMMUNICATION SERVICES - 4.6%

Diversified Telecommunication Services - 3.5%

AT&T, Inc.

4,565,849

150,262

CenturyLink, Inc.

615,405

23,730

HKT Trust / HKT Ltd. unit

3,498,000

2,719

Koninklijke KPN NV

1,792,058

16,087

Telecom Corp. of New Zealand Ltd.

873,790

1,879

Telstra Corp. Ltd.

552,608

2,038

Verizon Communications, Inc.

2,777,367

112,150

 

308,865

Common Stocks - continued

Shares

Value (000s)

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - 1.1%

Far EasTone Telecommunications Co. Ltd.

1,643,000

$ 3,578

TIM Participacoes SA sponsored ADR

75,739

2,267

Vodafone Group PLC

32,943,220

91,197

 

97,042

TOTAL TELECOMMUNICATION SERVICES

405,907

UTILITIES - 4.0%

Electric Utilities - 2.8%

Cheung Kong Infrastructure Holdings Ltd.

316,000

1,876

Duke Energy Corp.

3,002,263

64,338

FirstEnergy Corp.

907,812

42,504

NextEra Energy, Inc.

832,028

53,541

PPL Corp.

2,354,941

64,408

Southern Co.

372,218

17,100

Spark Infrastructure Group unit

1,224,126

1,849

 

245,616

Gas Utilities - 0.0%

YESCO Co. Ltd.

54,900

1,282

Independent Power Producers & Energy Traders - 0.1%

International Power PLC

522,184

3,534

Multi-Utilities - 1.1%

Alliant Energy Corp.

282,172

12,765

National Grid PLC

4,474,529

48,324

PG&E Corp.

446,223

19,714

Sempra Energy

291,953

18,901

 

99,704

Water Utilities - 0.0%

Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) sponsored ADR

18,300

1,449

TOTAL UTILITIES

351,585

TOTAL COMMON STOCKS

(Cost $6,970,473)


7,912,148

Preferred Stocks - 2.5%

Shares

Value (000s)

Convertible Preferred Stocks - 1.2%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

General Motors Co. 4.75%

460,516

$ 17,979

Media - 0.1%

Interpublic Group of Companies, Inc. 5.25%

10,200

10,922

TOTAL CONSUMER DISCRETIONARY

28,901

ENERGY - 0.0%

Oil, Gas & Consumable Fuels - 0.0%

ATP Oil & Gas Corp. Series B, 8.00%

21,000

1,047

FINANCIALS - 0.3%

Commercial Banks - 0.2%

Huntington Bancshares, Inc. 8.50%

14,900

17,105

Diversified Financial Services - 0.0%

Citigroup, Inc. 7.50%

44,200

4,308

Real Estate Investment Trusts - 0.1%

Health Care REIT, Inc. Series I, 6.50%

149,000

7,953

TOTAL FINANCIALS

29,366

HEALTH CARE - 0.3%

Health Care Equipment & Supplies - 0.2%

Alere, Inc. 3.00%

64,720

15,155

Health Care Providers & Services - 0.1%

HealthSouth Corp. Series A 6.50%

12,300

12,641

TOTAL HEALTH CARE

27,796

INDUSTRIALS - 0.1%

Professional Services - 0.1%

Nielsen Holdings B.V. 6.25%

150,900

8,488

UTILITIES - 0.2%

Electric Utilities - 0.2%

PPL Corp. 8.75%

235,400

12,123

TOTAL CONVERTIBLE PREFERRED STOCKS

107,721

Preferred Stocks - continued

Shares

Value (000s)

Nonconvertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 1.1%

Automobiles - 1.1%

Porsche Automobil Holding SE (Germany)

325,657

$ 19,880

Volkswagen AG

376,426

71,309

 

91,189

Textiles, Apparel & Luxury Goods - 0.0%

Hugo Boss AG (non-vtg.)

13,000

1,451

TOTAL CONSUMER DISCRETIONARY

92,640

FINANCIALS - 0.2%

Consumer Finance - 0.2%

Ally Financial, Inc. 7.00% (f)

20,144

16,971

TOTAL NONCONVERTIBLE PREFERRED STOCKS

109,611

TOTAL PREFERRED STOCKS

(Cost $211,078)


217,332

Corporate Bonds - 3.0%

 

Principal Amount (000s)

 

Convertible Bonds - 2.2%

CONSUMER DISCRETIONARY - 0.0%

Hotels, Restaurants & Leisure - 0.0%

Gaylord Entertainment Co. 3.75% 10/1/14 (f)

$ 3,440

4,472

ENERGY - 0.4%

Energy Equipment & Services - 0.1%

Transocean, Inc. Series C, 1.5% 12/15/37

11,740

11,623

Oil, Gas & Consumable Fuels - 0.3%

Amyris, Inc. 3% 2/27/17 (h)

2,101

1,518

Chesapeake Energy Corp. 2.5% 5/15/37

7,920

6,882

Peabody Energy Corp. 4.75% 12/15/66

5,796

5,528

Western Refining, Inc. 5.75% 6/15/14

6,580

12,601

 

26,529

TOTAL ENERGY

38,152

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

MGIC Investment Corp. 9% 4/1/63 (f)

$ 17,382

$ 8,604

HEALTH CARE - 0.1%

Health Care Equipment & Supplies - 0.1%

Teleflex, Inc. 3.875% 8/1/17

7,090

8,419

INDUSTRIALS - 0.3%

Commercial Services & Supplies - 0.2%

Covanta Holding Corp. 3.25% 6/1/14

16,800

19,009

Construction & Engineering - 0.1%

MasTec, Inc.:

4% 6/15/14

2,490

3,260

4.25% 12/15/14

2,180

2,951

 

6,211

TOTAL INDUSTRIALS

25,220

INFORMATION TECHNOLOGY - 0.8%

Communications Equipment - 0.2%

InterDigital, Inc. 2.5% 3/15/16

13,430

13,045

Computers & Peripherals - 0.1%

SanDisk Corp. 1.5% 8/15/17

9,340

9,673

Internet Software & Services - 0.1%

VeriSign, Inc. 3.25% 8/15/37

6,990

9,340

IT Services - 0.1%

CACI International, Inc. 2.125% 5/1/14

7,380

9,004

Semiconductors & Semiconductor Equipment - 0.1%

Micron Technology, Inc. 1.875% 8/1/31 (f)

8,100

7,381

Software - 0.2%

Nuance Communications, Inc. 2.75% 11/1/31 (f)

18,330

20,469

TOTAL INFORMATION TECHNOLOGY

68,912

MATERIALS - 0.2%

Metals & Mining - 0.2%

Goldcorp, Inc. 2% 8/1/14

5,950

6,820

Newmont Mining Corp. 1.25% 7/15/14

6,740

8,248

 

15,068

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Convertible Bonds - continued

TELECOMMUNICATION SERVICES - 0.1%

Diversified Telecommunication Services - 0.1%

Clearwire Communications LLC/Clearwire Finance, Inc. 8.25% 12/1/40 (f)

$ 15,940

$ 9,484

UTILITIES - 0.2%

Multi-Utilities - 0.2%

CMS Energy Corp. 5.5% 6/15/29

9,380

15,618

TOTAL CONVERTIBLE BONDS

193,949

Nonconvertible Bonds - 0.8%

CONSUMER DISCRETIONARY - 0.0%

Multiline Retail - 0.0%

The Bon-Ton Department Stores, Inc. 10.25% 3/15/14

840

689

CONSUMER STAPLES - 0.3%

Food & Staples Retailing - 0.3%

Rite Aid Corp.:

9.375% 12/15/15

5,785

5,893

9.5% 6/15/17

11,905

11,905

Tops Markets LLC 10.125% 10/15/15

6,400

6,896

 

24,694

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Western Refining, Inc. 11.25% 6/15/17 (f)

6,150

6,980

FINANCIALS - 0.3%

Consumer Finance - 0.0%

General Motors Acceptance Corp. 8% 11/1/31

2,905

3,285

Diversified Financial Services - 0.1%

Transportation Union LLC/Transportation Union Financing Corp. 11.375% 6/15/18

6,500

7,735

Thrifts & Mortgage Finance - 0.2%

Radian Group, Inc. 5.625% 2/15/13

16,000

14,320

TOTAL FINANCIALS

25,340

Corporate Bonds - continued

 

Principal Amount (000s)

Value (000s)

Nonconvertible Bonds - continued

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

AbitibiBowater, Inc. 10.25% 10/15/18

$ 9,700

$ 11,252

TOTAL NONCONVERTIBLE BONDS

68,955

TOTAL CORPORATE BONDS

(Cost $268,545)


262,904

Floating Rate Loans - 0.1%

 

FINANCIALS - 0.1%

Insurance - 0.1%

Asurion Corp. Tranche 2nd LN, term loan 9% 5/24/19 (g)

(Cost $8,272)

8,340


8,465

Money Market Funds - 2.7%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

198,981,720

198,982

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

38,827,607

38,828

TOTAL MONEY MARKET FUNDS

(Cost $237,810)


237,810

TOTAL INVESTMENT PORTFOLIO - 98.3%

(Cost $7,696,178)

8,638,659

NET OTHER ASSETS (LIABILITIES) - 1.7%

152,933

NET ASSETS - 100%

$ 8,791,592

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

(f) 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 $74,361,000 or 0.8% of net assets.

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

(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 $1,518,000 or 0.0% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

Amyris, Inc. 3% 2/27/17

2/27/12

$ 2,101

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

$ 70

Fidelity Securities Lending Cash Central Fund

621

Total

$ 691

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

Manning & Napier, Inc.

$ 6,642

$ 2,456

$ -

$ 109

$ 9,848

Total

$ 6,642

$ 2,456

$ -

$ 109

$ 9,848

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 818,684

$ 804,595

$ 14,089

$ -

Consumer Staples

965,614

952,927

12,687

-

Energy

1,036,777

1,023,793

12,984

-

Financials

1,675,195

1,619,068

56,127

-

Health Care

1,254,081

1,136,934

117,147

-

Industrials

769,950

758,871

11,079

-

Information Technology

772,158

764,298

7,860

-

Materials

67,406

67,406

-

-

Telecommunication Services

405,907

312,831

93,076

-

Utilities

363,708

303,261

60,447

-

Corporate Bonds

262,904

-

262,904

-

Floating Rate Loans

8,465

-

8,465

-

Money Market Funds

237,810

237,810

-

-

Total Investments in Securities:

$ 8,638,659

$ 7,981,794

$ 656,865

$ -

Income Tax Information

At April 30, 2012, the cost of investment securities for income tax purposes was $7,726,751,000. Net unrealized appreciation aggregated $911,908,000, of which $1,216,156,000 related to appreciated investment securities and $304,248,000 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 these securities 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 and floating rate loans, 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.

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

April 30, 2012

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

1.847927.105

ALCG-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.0%

Shares

Value

CONSUMER DISCRETIONARY - 16.0%

Auto Components - 0.2%

Johnson Controls, Inc.

12,200

$ 390,034

Automobiles - 0.2%

Bayerische Motoren Werke AG (BMW)

3,273

311,138

Hotels, Restaurants & Leisure - 2.8%

Brinker International, Inc.

40,400

1,271,388

Chipotle Mexican Grill, Inc. (a)

1,300

538,395

Dunkin' Brands Group, Inc.

600

19,422

Las Vegas Sands Corp.

28,500

1,581,465

McDonald's Corp.

14,200

1,383,790

 

4,794,460

Household Durables - 1.7%

D.R. Horton, Inc.

57,200

935,220

PulteGroup, Inc. (a)

29,200

287,328

Ryland Group, Inc.

57,281

1,289,395

Toll Brothers, Inc. (a)

20,200

513,080

 

3,025,023

Internet & Catalog Retail - 1.1%

Amazon.com, Inc. (a)

8,400

1,947,960

Leisure Equipment & Products - 0.1%

Brunswick Corp.

6,300

165,627

Media - 1.2%

Comcast Corp. Class A

31,278

948,662

Discovery Communications, Inc. (a)

19,882

1,081,978

 

2,030,640

Multiline Retail - 1.0%

Dollar General Corp. (a)

22,500

1,067,850

Dollar Tree, Inc. (a)

7,100

721,786

 

1,789,636

Specialty Retail - 5.7%

American Eagle Outfitters, Inc.

49,400

889,694

AutoZone, Inc. (a)

2,000

792,320

Bed Bath & Beyond, Inc. (a)

17,800

1,252,942

Home Depot, Inc.

7,850

406,552

Limited Brands, Inc.

16,200

805,140

Lowe's Companies, Inc.

83,200

2,618,304

Sally Beauty Holdings, Inc. (a)

24,100

641,060

Teavana Holdings, Inc. (a)

12,400

259,036

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

TJX Companies, Inc.

40,200

$ 1,676,742

Tractor Supply Co.

4,600

452,686

 

9,794,476

Textiles, Apparel & Luxury Goods - 2.0%

Brunello Cucinelli SpA

3,600

57,188

Burberry Group PLC

26,800

645,961

PVH Corp.

15,400

1,367,520

Ralph Lauren Corp.

4,000

689,080

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

7,700

754,061

 

3,513,810

TOTAL CONSUMER DISCRETIONARY

27,762,804

CONSUMER STAPLES - 9.8%

Beverages - 2.6%

Anheuser-Busch InBev SA NV (d)

10,300

742,433

Diageo PLC sponsored ADR

8,200

829,184

Dr Pepper Snapple Group, Inc.

16,400

665,512

The Coca-Cola Co.

30,863

2,355,464

 

4,592,593

Food & Staples Retailing - 2.1%

CVS Caremark Corp.

32,000

1,427,840

Wal-Mart Stores, Inc.

12,868

758,054

Walgreen Co.

20,500

718,730

Whole Foods Market, Inc.

9,700

805,779

 

3,710,403

Food Products - 1.1%

Corn Products International, Inc.

8,400

479,304

Green Mountain Coffee Roasters, Inc. (a)(d)

13,700

667,875

Kraft Foods, Inc. Class A

17,600

701,712

 

1,848,891

Household Products - 2.3%

Colgate-Palmolive Co.

19,100

1,889,754

Kimberly-Clark Corp.

14,100

1,106,427

Procter & Gamble Co.

14,400

916,416

 

3,912,597

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Tobacco - 1.7%

Altria Group, Inc.

78,307

$ 2,522,268

Japan Tobacco, Inc.

81

448,743

 

2,971,011

TOTAL CONSUMER STAPLES

17,035,495

ENERGY - 10.1%

Energy Equipment & Services - 3.5%

Cameron International Corp. (a)

18,000

922,500

Dresser-Rand Group, Inc. (a)

9,200

447,856

Halliburton Co.

37,100

1,269,562

National Oilwell Varco, Inc.

3,200

242,432

Noble Corp.

17,800

677,468

Rowan Companies, Inc. (a)

16,900

583,557

Schlumberger Ltd.

26,675

1,977,685

 

6,121,060

Oil, Gas & Consumable Fuels - 6.6%

Apache Corp.

5,700

546,858

Atlas Pipeline Partners, LP

8,665

302,928

Chevron Corp.

12,000

1,278,720

Exxon Mobil Corp.

46,546

4,018,782

Marathon Petroleum Corp.

23,537

979,375

Noble Energy, Inc.

9,748

968,171

Occidental Petroleum Corp.

14,600

1,331,812

Peabody Energy Corp.

19,518

607,205

Royal Dutch Shell PLC Class A sponsored ADR

3,739

267,488

Valero Energy Corp.

14,084

347,875

Williams Companies, Inc.

23,824

810,731

 

11,459,945

TOTAL ENERGY

17,581,005

FINANCIALS - 5.3%

Capital Markets - 0.3%

Morgan Stanley

12,573

217,261

TD Ameritrade Holding Corp.

12,800

240,512

 

457,773

Commercial Banks - 1.8%

City National Corp.

11,900

633,794

First Republic Bank (a)

15,500

511,965

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

SunTrust Banks, Inc.

17,300

$ 420,044

U.S. Bancorp

9,200

295,964

Wells Fargo & Co.

36,800

1,230,224

 

3,091,991

Consumer Finance - 0.7%

Capital One Financial Corp.

11,000

610,280

SLM Corp.

36,318

538,596

 

1,148,876

Diversified Financial Services - 0.8%

Citigroup, Inc.

15,480

511,459

JPMorgan Chase & Co.

20,200

868,196

 

1,379,655

Real Estate Investment Trusts - 1.4%

American Tower Corp.

20,532

1,346,489

Digital Realty Trust, Inc.

5,100

382,959

Equity Residential (SBI)

3,300

202,752

Extra Space Storage, Inc.

18,730

568,456

 

2,500,656

Real Estate Management & Development - 0.3%

CBRE Group, Inc. (a)

29,682

558,318

TOTAL FINANCIALS

9,137,269

HEALTH CARE - 10.2%

Biotechnology - 3.0%

Achillion Pharmaceuticals, Inc. (a)(d)

56,600

376,390

ADVENTRX Pharmaceuticals, Inc. (a)

116,174

68,310

ADVENTRX Pharmaceuticals, Inc. warrants 11/16/16 (a)

39,587

1,905

Alkermes PLC (a)

6,900

119,370

Amgen, Inc.

7,700

547,547

ARIAD Pharmaceuticals, Inc. (a)

15,000

244,500

Biogen Idec, Inc. (a)

7,300

978,273

BioMarin Pharmaceutical, Inc. (a)

15,100

523,970

Dynavax Technologies Corp. (a)

68,200

341,682

Gilead Sciences, Inc. (a)

30,281

1,574,915

Theravance, Inc. (a)

16,299

352,710

 

5,129,572

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 1.1%

Covidien PLC

20,400

$ 1,126,692

The Cooper Companies, Inc.

8,500

749,445

 

1,876,137

Health Care Providers & Services - 3.3%

Aetna, Inc.

7,600

334,704

Catalyst Health Solutions, Inc. (a)

4,000

345,480

Express Scripts Holding Co. (a)

24,824

1,384,931

Health Net, Inc. (a)

12,900

459,369

Laboratory Corp. of America Holdings (a)

5,950

522,946

McKesson Corp.

11,000

1,005,510

UnitedHealth Group, Inc.

15,600

875,940

WellPoint, Inc.

11,300

766,366

 

5,695,246

Health Care Technology - 0.1%

SXC Health Solutions Corp. (a)

1,500

136,036

Life Sciences Tools & Services - 0.2%

Illumina, Inc. (a)

7,600

338,428

Pharmaceuticals - 2.5%

Elan Corp. PLC sponsored ADR (a)

13,400

184,786

Eli Lilly & Co.

24,600

1,018,194

GlaxoSmithKline PLC sponsored ADR

18,200

841,386

Merck & Co., Inc.

21,547

845,504

Sanofi SA sponsored ADR

21,500

820,870

Valeant Pharmaceuticals International, Inc. (Canada) (a)

10,800

600,820

ViroPharma, Inc. (a)

5,600

121,800

 

4,433,360

TOTAL HEALTH CARE

17,608,779

INDUSTRIALS - 10.2%

Aerospace & Defense - 2.6%

Raytheon Co.

10,000

541,400

Rockwell Collins, Inc.

9,100

508,599

Textron, Inc.

37,700

1,004,328

United Technologies Corp.

30,000

2,449,200

 

4,503,527

Building Products - 0.5%

Owens Corning (a)

24,100

827,835

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 1.6%

Dycom Industries, Inc. (a)

18,100

$ 423,359

Fluor Corp.

17,600

1,016,400

Jacobs Engineering Group, Inc. (a)

5,881

257,764

Quanta Services, Inc. (a)

48,460

1,071,935

 

2,769,458

Electrical Equipment - 0.5%

Regal-Beloit Corp.

12,600

852,264

Industrial Conglomerates - 1.2%

Carlisle Companies, Inc.

9,600

528,576

Danaher Corp.

27,500

1,491,050

 

2,019,626

Machinery - 2.9%

Cummins, Inc.

11,600

1,343,628

Dover Corp.

15,500

971,230

Ingersoll-Rand PLC

29,650

1,260,718

Joy Global, Inc.

10,009

708,337

Snap-On, Inc.

12,078

755,358

 

5,039,271

Professional Services - 0.5%

Qualicorp SA

16,000

139,338

Randstad Holding NV

18,900

654,519

 

793,857

Road & Rail - 0.4%

Union Pacific Corp.

6,900

775,836

TOTAL INDUSTRIALS

17,581,674

INFORMATION TECHNOLOGY - 30.8%

Communications Equipment - 3.8%

Cisco Systems, Inc.

17,800

358,670

Motorola Solutions, Inc.

59,204

3,021,180

QUALCOMM, Inc.

49,600

3,166,464

 

6,546,314

Computers & Peripherals - 8.5%

Apple, Inc. (a)

23,520

13,741,323

Fusion-io, Inc.

3,400

87,210

Gemalto NV

3,992

297,471

NetApp, Inc. (a)

14,500

563,035

 

14,689,039

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 0.8%

Arrow Electronics, Inc. (a)

14,100

$ 592,905

Jabil Circuit, Inc.

11,500

269,675

TE Connectivity Ltd.

17,224

627,987

 

1,490,567

Internet Software & Services - 3.2%

Facebook, Inc. Class B (e)

6,574

202,286

Google, Inc. Class A (a)

7,092

4,292,291

OpenTable, Inc. (a)(d)

9,640

431,197

Rackspace Hosting, Inc. (a)

10,329

600,012

 

5,525,786

IT Services - 4.0%

Accenture PLC Class A

10,515

682,949

Cognizant Technology Solutions Corp. Class A (a)

19,033

1,395,500

IBM Corp.

5,890

1,219,701

MasterCard, Inc. Class A

4,133

1,869,232

VeriFone Systems, Inc. (a)

7,356

350,440

Virtusa Corp. (a)

20,300

306,327

Visa, Inc. Class A

8,700

1,069,926

 

6,894,075

Semiconductors & Semiconductor Equipment - 2.6%

Analog Devices, Inc.

11,200

436,576

ASML Holding NV (Netherlands)

11,600

590,288

Avago Technologies Ltd.

12,700

437,896

Broadcom Corp. Class A

31,800

1,163,880

Cirrus Logic, Inc. (a)

8,000

219,040

Freescale Semiconductor Holdings I Ltd.

29,200

362,372

NXP Semiconductors NV (a)

50,290

1,299,997

 

4,510,049

Software - 7.9%

Adobe Systems, Inc. (a)

6,900

231,564

Aspen Technology, Inc. (a)

8,700

172,086

Citrix Systems, Inc. (a)

14,300

1,224,223

Informatica Corp. (a)

8,000

368,160

Microsoft Corp.

211,579

6,774,760

Oracle Corp.

57,986

1,704,209

Red Hat, Inc. (a)

11,900

709,359

salesforce.com, Inc. (a)

12,450

1,938,839

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Splunk, Inc.

300

$ 10,185

VMware, Inc. Class A (a)

4,400

491,568

 

13,624,953

TOTAL INFORMATION TECHNOLOGY

53,280,783

MATERIALS - 4.0%

Chemicals - 3.3%

Ashland, Inc.

15,200

1,001,224

Dow Chemical Co.

20,200

684,376

E.I. du Pont de Nemours & Co.

9,300

497,178

LyondellBasell Industries NV Class A

24,897

1,040,197

Monsanto Co.

13,000

990,340

Sigma Aldrich Corp.

5,000

354,500

The Mosaic Co.

21,500

1,135,630

 

5,703,445

Construction Materials - 0.3%

Martin Marietta Materials, Inc. (d)

6,600

547,008

Metals & Mining - 0.4%

Commercial Metals Co.

43,700

645,886

TOTAL MATERIALS

6,896,339

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

SBA Communications Corp. Class A (a)

18,400

988,816

TOTAL COMMON STOCKS

(Cost $148,044,443)


167,872,964

Money Market Funds - 4.8%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

5,336,807

$ 5,336,807

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

2,998,800

2,998,800

TOTAL MONEY MARKET FUNDS

(Cost $8,335,607)


8,335,607

TOTAL INVESTMENT PORTFOLIO - 101.8%

(Cost $156,380,050)

176,208,571

NET OTHER ASSETS (LIABILITIES) - (1.8)%

(3,175,033)

NET ASSETS - 100%

$ 173,033,538

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 $202,286 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

$ 1,160

Fidelity Securities Lending Cash Central Fund

18,307

Total

$ 19,467

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 27,762,804

$ 27,762,804

$ -

$ -

Consumer Staples

17,035,495

16,586,752

448,743

-

Energy

17,581,005

17,581,005

-

-

Financials

9,137,269

9,137,269

-

-

Health Care

17,608,779

17,606,874

1,905

-

Industrials

17,581,674

17,581,674

-

-

Information Technology

53,280,783

53,078,497

-

202,286

Materials

6,896,339

6,896,339

-

-

Telecommunication Services

988,816

988,816

-

-

Money Market Funds

8,335,607

8,335,607

-

-

Total Investments in Securities:

$ 176,208,571

$ 175,555,637

$ 450,648

$ 202,286

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

Investments in Securities:

Beginning Balance

$ 164,350

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

37,936

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 202,286

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ 37,936

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 April 30, 2012, the cost of investment securities for income tax purposes was $156,534,395. Net unrealized appreciation aggregated $19,674,176, of which $22,617,485 related to appreciated investment securities and $2,943,309 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 these securities 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 ® Large Cap Growth Fund

April 30, 2012 

1.800355.108

LCG-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.0%

Shares

Value

CONSUMER DISCRETIONARY - 16.0%

Auto Components - 0.2%

Johnson Controls, Inc.

12,200

$ 390,034

Automobiles - 0.2%

Bayerische Motoren Werke AG (BMW)

3,273

311,138

Hotels, Restaurants & Leisure - 2.8%

Brinker International, Inc.

40,400

1,271,388

Chipotle Mexican Grill, Inc. (a)

1,300

538,395

Dunkin' Brands Group, Inc.

600

19,422

Las Vegas Sands Corp.

28,500

1,581,465

McDonald's Corp.

14,200

1,383,790

 

4,794,460

Household Durables - 1.7%

D.R. Horton, Inc.

57,200

935,220

PulteGroup, Inc. (a)

29,200

287,328

Ryland Group, Inc.

57,281

1,289,395

Toll Brothers, Inc. (a)

20,200

513,080

 

3,025,023

Internet & Catalog Retail - 1.1%

Amazon.com, Inc. (a)

8,400

1,947,960

Leisure Equipment & Products - 0.1%

Brunswick Corp.

6,300

165,627

Media - 1.2%

Comcast Corp. Class A

31,278

948,662

Discovery Communications, Inc. (a)

19,882

1,081,978

 

2,030,640

Multiline Retail - 1.0%

Dollar General Corp. (a)

22,500

1,067,850

Dollar Tree, Inc. (a)

7,100

721,786

 

1,789,636

Specialty Retail - 5.7%

American Eagle Outfitters, Inc.

49,400

889,694

AutoZone, Inc. (a)

2,000

792,320

Bed Bath & Beyond, Inc. (a)

17,800

1,252,942

Home Depot, Inc.

7,850

406,552

Limited Brands, Inc.

16,200

805,140

Lowe's Companies, Inc.

83,200

2,618,304

Sally Beauty Holdings, Inc. (a)

24,100

641,060

Teavana Holdings, Inc. (a)

12,400

259,036

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

TJX Companies, Inc.

40,200

$ 1,676,742

Tractor Supply Co.

4,600

452,686

 

9,794,476

Textiles, Apparel & Luxury Goods - 2.0%

Brunello Cucinelli SpA

3,600

57,188

Burberry Group PLC

26,800

645,961

PVH Corp.

15,400

1,367,520

Ralph Lauren Corp.

4,000

689,080

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

7,700

754,061

 

3,513,810

TOTAL CONSUMER DISCRETIONARY

27,762,804

CONSUMER STAPLES - 9.8%

Beverages - 2.6%

Anheuser-Busch InBev SA NV (d)

10,300

742,433

Diageo PLC sponsored ADR

8,200

829,184

Dr Pepper Snapple Group, Inc.

16,400

665,512

The Coca-Cola Co.

30,863

2,355,464

 

4,592,593

Food & Staples Retailing - 2.1%

CVS Caremark Corp.

32,000

1,427,840

Wal-Mart Stores, Inc.

12,868

758,054

Walgreen Co.

20,500

718,730

Whole Foods Market, Inc.

9,700

805,779

 

3,710,403

Food Products - 1.1%

Corn Products International, Inc.

8,400

479,304

Green Mountain Coffee Roasters, Inc. (a)(d)

13,700

667,875

Kraft Foods, Inc. Class A

17,600

701,712

 

1,848,891

Household Products - 2.3%

Colgate-Palmolive Co.

19,100

1,889,754

Kimberly-Clark Corp.

14,100

1,106,427

Procter & Gamble Co.

14,400

916,416

 

3,912,597

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Tobacco - 1.7%

Altria Group, Inc.

78,307

$ 2,522,268

Japan Tobacco, Inc.

81

448,743

 

2,971,011

TOTAL CONSUMER STAPLES

17,035,495

ENERGY - 10.1%

Energy Equipment & Services - 3.5%

Cameron International Corp. (a)

18,000

922,500

Dresser-Rand Group, Inc. (a)

9,200

447,856

Halliburton Co.

37,100

1,269,562

National Oilwell Varco, Inc.

3,200

242,432

Noble Corp.

17,800

677,468

Rowan Companies, Inc. (a)

16,900

583,557

Schlumberger Ltd.

26,675

1,977,685

 

6,121,060

Oil, Gas & Consumable Fuels - 6.6%

Apache Corp.

5,700

546,858

Atlas Pipeline Partners, LP

8,665

302,928

Chevron Corp.

12,000

1,278,720

Exxon Mobil Corp.

46,546

4,018,782

Marathon Petroleum Corp.

23,537

979,375

Noble Energy, Inc.

9,748

968,171

Occidental Petroleum Corp.

14,600

1,331,812

Peabody Energy Corp.

19,518

607,205

Royal Dutch Shell PLC Class A sponsored ADR

3,739

267,488

Valero Energy Corp.

14,084

347,875

Williams Companies, Inc.

23,824

810,731

 

11,459,945

TOTAL ENERGY

17,581,005

FINANCIALS - 5.3%

Capital Markets - 0.3%

Morgan Stanley

12,573

217,261

TD Ameritrade Holding Corp.

12,800

240,512

 

457,773

Commercial Banks - 1.8%

City National Corp.

11,900

633,794

First Republic Bank (a)

15,500

511,965

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

SunTrust Banks, Inc.

17,300

$ 420,044

U.S. Bancorp

9,200

295,964

Wells Fargo & Co.

36,800

1,230,224

 

3,091,991

Consumer Finance - 0.7%

Capital One Financial Corp.

11,000

610,280

SLM Corp.

36,318

538,596

 

1,148,876

Diversified Financial Services - 0.8%

Citigroup, Inc.

15,480

511,459

JPMorgan Chase & Co.

20,200

868,196

 

1,379,655

Real Estate Investment Trusts - 1.4%

American Tower Corp.

20,532

1,346,489

Digital Realty Trust, Inc.

5,100

382,959

Equity Residential (SBI)

3,300

202,752

Extra Space Storage, Inc.

18,730

568,456

 

2,500,656

Real Estate Management & Development - 0.3%

CBRE Group, Inc. (a)

29,682

558,318

TOTAL FINANCIALS

9,137,269

HEALTH CARE - 10.2%

Biotechnology - 3.0%

Achillion Pharmaceuticals, Inc. (a)(d)

56,600

376,390

ADVENTRX Pharmaceuticals, Inc. (a)

116,174

68,310

ADVENTRX Pharmaceuticals, Inc. warrants 11/16/16 (a)

39,587

1,905

Alkermes PLC (a)

6,900

119,370

Amgen, Inc.

7,700

547,547

ARIAD Pharmaceuticals, Inc. (a)

15,000

244,500

Biogen Idec, Inc. (a)

7,300

978,273

BioMarin Pharmaceutical, Inc. (a)

15,100

523,970

Dynavax Technologies Corp. (a)

68,200

341,682

Gilead Sciences, Inc. (a)

30,281

1,574,915

Theravance, Inc. (a)

16,299

352,710

 

5,129,572

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - 1.1%

Covidien PLC

20,400

$ 1,126,692

The Cooper Companies, Inc.

8,500

749,445

 

1,876,137

Health Care Providers & Services - 3.3%

Aetna, Inc.

7,600

334,704

Catalyst Health Solutions, Inc. (a)

4,000

345,480

Express Scripts Holding Co. (a)

24,824

1,384,931

Health Net, Inc. (a)

12,900

459,369

Laboratory Corp. of America Holdings (a)

5,950

522,946

McKesson Corp.

11,000

1,005,510

UnitedHealth Group, Inc.

15,600

875,940

WellPoint, Inc.

11,300

766,366

 

5,695,246

Health Care Technology - 0.1%

SXC Health Solutions Corp. (a)

1,500

136,036

Life Sciences Tools & Services - 0.2%

Illumina, Inc. (a)

7,600

338,428

Pharmaceuticals - 2.5%

Elan Corp. PLC sponsored ADR (a)

13,400

184,786

Eli Lilly & Co.

24,600

1,018,194

GlaxoSmithKline PLC sponsored ADR

18,200

841,386

Merck & Co., Inc.

21,547

845,504

Sanofi SA sponsored ADR

21,500

820,870

Valeant Pharmaceuticals International, Inc. (Canada) (a)

10,800

600,820

ViroPharma, Inc. (a)

5,600

121,800

 

4,433,360

TOTAL HEALTH CARE

17,608,779

INDUSTRIALS - 10.2%

Aerospace & Defense - 2.6%

Raytheon Co.

10,000

541,400

Rockwell Collins, Inc.

9,100

508,599

Textron, Inc.

37,700

1,004,328

United Technologies Corp.

30,000

2,449,200

 

4,503,527

Building Products - 0.5%

Owens Corning (a)

24,100

827,835

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 1.6%

Dycom Industries, Inc. (a)

18,100

$ 423,359

Fluor Corp.

17,600

1,016,400

Jacobs Engineering Group, Inc. (a)

5,881

257,764

Quanta Services, Inc. (a)

48,460

1,071,935

 

2,769,458

Electrical Equipment - 0.5%

Regal-Beloit Corp.

12,600

852,264

Industrial Conglomerates - 1.2%

Carlisle Companies, Inc.

9,600

528,576

Danaher Corp.

27,500

1,491,050

 

2,019,626

Machinery - 2.9%

Cummins, Inc.

11,600

1,343,628

Dover Corp.

15,500

971,230

Ingersoll-Rand PLC

29,650

1,260,718

Joy Global, Inc.

10,009

708,337

Snap-On, Inc.

12,078

755,358

 

5,039,271

Professional Services - 0.5%

Qualicorp SA

16,000

139,338

Randstad Holding NV

18,900

654,519

 

793,857

Road & Rail - 0.4%

Union Pacific Corp.

6,900

775,836

TOTAL INDUSTRIALS

17,581,674

INFORMATION TECHNOLOGY - 30.8%

Communications Equipment - 3.8%

Cisco Systems, Inc.

17,800

358,670

Motorola Solutions, Inc.

59,204

3,021,180

QUALCOMM, Inc.

49,600

3,166,464

 

6,546,314

Computers & Peripherals - 8.5%

Apple, Inc. (a)

23,520

13,741,323

Fusion-io, Inc.

3,400

87,210

Gemalto NV

3,992

297,471

NetApp, Inc. (a)

14,500

563,035

 

14,689,039

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - 0.8%

Arrow Electronics, Inc. (a)

14,100

$ 592,905

Jabil Circuit, Inc.

11,500

269,675

TE Connectivity Ltd.

17,224

627,987

 

1,490,567

Internet Software & Services - 3.2%

Facebook, Inc. Class B (e)

6,574

202,286

Google, Inc. Class A (a)

7,092

4,292,291

OpenTable, Inc. (a)(d)

9,640

431,197

Rackspace Hosting, Inc. (a)

10,329

600,012

 

5,525,786

IT Services - 4.0%

Accenture PLC Class A

10,515

682,949

Cognizant Technology Solutions Corp. Class A (a)

19,033

1,395,500

IBM Corp.

5,890

1,219,701

MasterCard, Inc. Class A

4,133

1,869,232

VeriFone Systems, Inc. (a)

7,356

350,440

Virtusa Corp. (a)

20,300

306,327

Visa, Inc. Class A

8,700

1,069,926

 

6,894,075

Semiconductors & Semiconductor Equipment - 2.6%

Analog Devices, Inc.

11,200

436,576

ASML Holding NV (Netherlands)

11,600

590,288

Avago Technologies Ltd.

12,700

437,896

Broadcom Corp. Class A

31,800

1,163,880

Cirrus Logic, Inc. (a)

8,000

219,040

Freescale Semiconductor Holdings I Ltd.

29,200

362,372

NXP Semiconductors NV (a)

50,290

1,299,997

 

4,510,049

Software - 7.9%

Adobe Systems, Inc. (a)

6,900

231,564

Aspen Technology, Inc. (a)

8,700

172,086

Citrix Systems, Inc. (a)

14,300

1,224,223

Informatica Corp. (a)

8,000

368,160

Microsoft Corp.

211,579

6,774,760

Oracle Corp.

57,986

1,704,209

Red Hat, Inc. (a)

11,900

709,359

salesforce.com, Inc. (a)

12,450

1,938,839

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Splunk, Inc.

300

$ 10,185

VMware, Inc. Class A (a)

4,400

491,568

 

13,624,953

TOTAL INFORMATION TECHNOLOGY

53,280,783

MATERIALS - 4.0%

Chemicals - 3.3%

Ashland, Inc.

15,200

1,001,224

Dow Chemical Co.

20,200

684,376

E.I. du Pont de Nemours & Co.

9,300

497,178

LyondellBasell Industries NV Class A

24,897

1,040,197

Monsanto Co.

13,000

990,340

Sigma Aldrich Corp.

5,000

354,500

The Mosaic Co.

21,500

1,135,630

 

5,703,445

Construction Materials - 0.3%

Martin Marietta Materials, Inc. (d)

6,600

547,008

Metals & Mining - 0.4%

Commercial Metals Co.

43,700

645,886

TOTAL MATERIALS

6,896,339

TELECOMMUNICATION SERVICES - 0.6%

Wireless Telecommunication Services - 0.6%

SBA Communications Corp. Class A (a)

18,400

988,816

TOTAL COMMON STOCKS

(Cost $148,044,443)


167,872,964

Money Market Funds - 4.8%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

5,336,807

$ 5,336,807

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

2,998,800

2,998,800

TOTAL MONEY MARKET FUNDS

(Cost $8,335,607)


8,335,607

TOTAL INVESTMENT PORTFOLIO - 101.8%

(Cost $156,380,050)

176,208,571

NET OTHER ASSETS (LIABILITIES) - (1.8)%

(3,175,033)

NET ASSETS - 100%

$ 173,033,538

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 $202,286 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

$ 1,160

Fidelity Securities Lending Cash Central Fund

18,307

Total

$ 19,467

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 27,762,804

$ 27,762,804

$ -

$ -

Consumer Staples

17,035,495

16,586,752

448,743

-

Energy

17,581,005

17,581,005

-

-

Financials

9,137,269

9,137,269

-

-

Health Care

17,608,779

17,606,874

1,905

-

Industrials

17,581,674

17,581,674

-

-

Information Technology

53,280,783

53,078,497

-

202,286

Materials

6,896,339

6,896,339

-

-

Telecommunication Services

988,816

988,816

-

-

Money Market Funds

8,335,607

8,335,607

-

-

Total Investments in Securities:

$ 176,208,571

$ 175,555,637

$ 450,648

$ 202,286

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

Investments in Securities:

Beginning Balance

$ 164,350

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

37,936

Cost of Purchases

-

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 202,286

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ 37,936

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 April 30, 2012, the cost of investment securities for income tax purposes was $156,534,395. Net unrealized appreciation aggregated $19,674,176, of which $22,617,485 related to appreciated investment securities and $2,943,309 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 these securities 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® Stock Selector Large Cap Value Fund

Class A
Class T
Class B
Class C
Institutional Class

April 30, 2012

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

1.847928.105

ALCV-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value

CONSUMER DISCRETIONARY - 9.2%

Auto Components - 0.6%

Autoliv, Inc.

48,600

$ 3,049,164

Hotels, Restaurants & Leisure - 1.3%

Carnival Corp. unit

114,500

3,720,105

Penn National Gaming, Inc. (a)

64,649

2,907,912

 

6,628,017

Household Durables - 0.6%

Jarden Corp.

72,795

3,052,294

Media - 3.3%

Comcast Corp. Class A

208,775

6,332,146

Omnicom Group, Inc.

52,800

2,709,168

The Walt Disney Co.

174,000

7,501,140

 

16,542,454

Multiline Retail - 1.9%

Macy's, Inc.

84,000

3,445,680

Target Corp.

103,334

5,987,172

 

9,432,852

Specialty Retail - 1.5%

Best Buy Co., Inc.

86,600

1,911,262

Lowe's Companies, Inc.

185,863

5,849,109

 

7,760,371

TOTAL CONSUMER DISCRETIONARY

46,465,152

CONSUMER STAPLES - 7.7%

Beverages - 0.5%

Coca-Cola Enterprises, Inc.

79,570

2,396,648

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

57,790

2,578,590

Kroger Co.

113,930

2,651,151

Walgreen Co.

73,540

2,578,312

 

7,808,053

Food Products - 3.3%

Archer Daniels Midland Co.

73,630

2,270,013

ConAgra Foods, Inc.

122,810

3,170,954

Kraft Foods, Inc. Class A

147,390

5,876,439

Sara Lee Corp.

83,740

1,845,630

The J.M. Smucker Co.

43,720

3,481,424

 

16,644,460

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 1.9%

Procter & Gamble Co.

152,680

$ 9,716,555

Tobacco - 0.4%

Lorillard, Inc.

15,900

2,151,111

TOTAL CONSUMER STAPLES

38,716,827

ENERGY - 11.6%

Energy Equipment & Services - 1.4%

Halliburton Co.

69,546

2,379,864

National Oilwell Varco, Inc.

35,800

2,712,208

Schlumberger Ltd.

23,800

1,764,532

 

6,856,604

Oil, Gas & Consumable Fuels - 10.2%

Anadarko Petroleum Corp.

50,520

3,698,569

Apache Corp.

24,292

2,330,574

BP PLC sponsored ADR

70,300

3,051,723

Chevron Corp.

78,700

8,386,272

HollyFrontier Corp.

43,400

1,337,588

Marathon Petroleum Corp.

77,900

3,241,419

Noble Energy, Inc.

38,980

3,871,494

Occidental Petroleum Corp.

83,578

7,623,985

Royal Dutch Shell PLC Class A sponsored ADR

100,076

7,159,437

Suncor Energy, Inc.

161,800

5,345,010

Williams Companies, Inc.

165,498

5,631,897

 

51,677,968

TOTAL ENERGY

58,534,572

FINANCIALS - 25.3%

Capital Markets - 4.0%

Bank of New York Mellon Corp.

230,200

5,444,230

Invesco Ltd.

183,500

4,558,140

Morgan Stanley

170,000

2,937,600

State Street Corp.

134,000

6,193,480

SWS Group, Inc.

217,000

1,223,880

 

20,357,330

Commercial Banks - 8.5%

CIT Group, Inc. (a)

106,100

4,015,885

Itau Unibanco Banco Multiplo SA sponsored ADR

218,900

3,434,541

PNC Financial Services Group, Inc.

102,000

6,764,640

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Popular, Inc. (a)

2,137,600

$ 3,804,928

U.S. Bancorp

285,200

9,174,884

Wells Fargo & Co.

470,700

15,735,501

 

42,930,379

Consumer Finance - 0.9%

SLM Corp.

292,800

4,342,224

Insurance - 7.5%

ACE Ltd.

71,300

5,416,661

AFLAC, Inc.

93,750

4,222,500

Berkshire Hathaway, Inc. Class B (a)

169,557

13,640,861

MetLife, Inc.

134,800

4,856,844

StanCorp Financial Group, Inc.

60,900

2,337,342

Torchmark Corp.

66,550

3,241,651

XL Group PLC Class A

192,600

4,142,826

 

37,858,685

Real Estate Investment Trusts - 1.5%

American Tower Corp.

48,500

3,180,630

Public Storage

31,100

4,455,386

 

7,636,016

Real Estate Management & Development - 2.2%

Kennedy-Wilson Holdings, Inc.

792,800

11,146,768

 

Thrifts & Mortgage Finance - 0.7%

People's United Financial, Inc.

299,800

3,699,532

TOTAL FINANCIALS

127,970,934

HEALTH CARE - 12.4%

Biotechnology - 1.0%

Amgen, Inc.

71,700

5,098,587

Health Care Equipment & Supplies - 0.8%

Baxter International, Inc.

3,600

199,476

Covidien PLC

24,100

1,331,043

Zimmer Holdings, Inc.

39,600

2,492,028

 

4,022,547

Health Care Providers & Services - 1.9%

Aetna, Inc.

18,700

823,548

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

UnitedHealth Group, Inc.

96,800

$ 5,435,320

WellPoint, Inc.

46,201

3,133,352

 

9,392,220

Life Sciences Tools & Services - 0.6%

Thermo Fisher Scientific, Inc.

56,442

3,140,997

Pharmaceuticals - 8.1%

Bristol-Myers Squibb Co.

41,900

1,398,203

GlaxoSmithKline PLC sponsored ADR

24,100

1,114,143

Johnson & Johnson

161,900

10,538,071

Merck & Co., Inc.

278,900

10,944,036

Pfizer, Inc.

646,300

14,819,659

Sanofi SA sponsored ADR

38,300

1,462,294

Teva Pharmaceutical Industries Ltd. sponsored ADR

14,700

672,378

 

40,948,784

TOTAL HEALTH CARE

62,603,135

INDUSTRIALS - 8.9%

Aerospace & Defense - 1.5%

Meggitt PLC

215,784

1,430,726

Raytheon Co.

86,300

4,672,282

United Technologies Corp.

16,200

1,322,568

 

7,425,576

Commercial Services & Supplies - 2.2%

Corrections Corp. of America (a)

148,600

4,293,054

Republic Services, Inc.

132,500

3,626,525

The Geo Group, Inc. (a)

167,000

3,458,570

 

11,378,149

Construction & Engineering - 0.7%

Foster Wheeler AG (a)

151,000

3,473,000

Industrial Conglomerates - 2.5%

General Electric Co.

654,700

12,819,026

Machinery - 0.4%

Stanley Black & Decker, Inc.

25,517

1,866,824

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.6%

Quality Distribution, Inc. (a)

233,849

$ 2,612,093

Union Pacific Corp.

50,200

5,644,488

 

8,256,581

TOTAL INDUSTRIALS

45,219,156

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 2.5%

Cisco Systems, Inc.

613,900

12,370,085

Computers & Peripherals - 1.8%

Hewlett-Packard Co.

305,727

7,569,801

SanDisk Corp. (a)

44,100

1,632,141

 

9,201,942

Electronic Equipment & Components - 1.7%

Corning, Inc.

348,298

4,998,076

Jabil Circuit, Inc.

149,548

3,506,901

 

8,504,977

Semiconductors & Semiconductor Equipment - 2.3%

Freescale Semiconductor Holdings I Ltd.

201,059

2,495,142

Intersil Corp. Class A

335,038

3,440,840

Marvell Technology Group Ltd. (a)

260,564

3,911,066

Micron Technology, Inc. (a)

302,800

1,995,452

 

11,842,500

Software - 0.1%

CA, Inc.

27,360

722,851

TOTAL INFORMATION TECHNOLOGY

42,642,355

MATERIALS - 2.7%

Chemicals - 1.9%

Air Products & Chemicals, Inc.

22,250

1,902,153

Ashland, Inc.

55,700

3,668,959

Eastman Chemical Co.

28,700

1,548,939

LyondellBasell Industries NV Class A

63,320

2,645,510

 

9,765,561

Containers & Packaging - 0.3%

Rock-Tenn Co. Class A

25,770

1,606,244

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 0.5%

Anglo American PLC (United Kingdom)

63,239

$ 2,430,591

TOTAL MATERIALS

13,802,396

TELECOMMUNICATION SERVICES - 4.3%

Diversified Telecommunication Services - 3.3%

AT&T, Inc.

418,700

13,779,417

CenturyLink, Inc.

76,214

2,938,812

 

16,718,229

Wireless Telecommunication Services - 1.0%

NII Holdings, Inc. (a)

237,000

3,316,815

Sprint Nextel Corp. (a)

738,800

1,832,224

 

5,149,039

TOTAL TELECOMMUNICATION SERVICES

21,867,268

UTILITIES - 7.8%

Electric Utilities - 3.7%

Cleco Corp.

82,000

3,345,600

FirstEnergy Corp.

95,300

4,461,946

NextEra Energy, Inc.

80,910

5,206,559

Northeast Utilities

109,700

4,033,669

Pepco Holdings, Inc.

78,500

1,485,220

 

18,532,994

Independent Power Producers & Energy Traders - 0.6%

Calpine Corp. (a)

66,530

1,247,438

The AES Corp. (a)

163,190

2,043,139

 

3,290,577

Multi-Utilities - 3.5%

CMS Energy Corp.

163,200

3,751,968

OGE Energy Corp.

72,640

3,919,654

PG&E Corp.

89,100

3,936,438

Sempra Energy

90,750

5,875,155

 

17,483,215

TOTAL UTILITIES

39,306,786

TOTAL COMMON STOCKS

(Cost $493,700,586)


497,128,581

U.S. Treasury Obligations - 0.1%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.06% to 0.09% 5/24/12 (c)
(Cost $449,975)

$ 450,000

$ 449,981

Money Market Funds - 1.7%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)
(Cost $8,365,569)

8,365,569


8,365,569

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $502,516,130)

505,944,131

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(414,032)

NET ASSETS - 100%

$ 505,530,099

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

60 CME E-mini S&P 500 Index Contracts

June 2012

$ 4,180,800

$ 15,297

 

The face value of futures purchased as a percentage of net assets is 0.8%

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) 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 $409,983.

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

$ 2,075

Fidelity Securities Lending Cash Central Fund

10,117

Total

$ 12,192

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 46,465,152

$ 46,465,152

$ -

$ -

Consumer Staples

38,716,827

38,716,827

-

-

Energy

58,534,572

58,534,572

-

-

Financials

127,970,934

127,970,934

-

-

Health Care

62,603,135

62,603,135

-

-

Industrials

45,219,156

45,219,156

-

-

Information Technology

42,642,355

42,642,355

-

-

Materials

13,802,396

13,802,396

-

-

Telecommunication Services

21,867,268

21,867,268

-

-

Utilities

39,306,786

39,306,786

-

-

U.S. Government and Government Agency Obligations

449,981

-

449,981

-

Money Market Funds

8,365,569

8,365,569

-

-

Total Investments in Securities:

$ 505,944,131

$ 505,494,150

$ 449,981

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 15,297

$ 15,297

$ -

$ -

Income Tax Information

At April 30, 2012, the cost of investment securities for income tax purposes was $508,878,751. Net unrealized depreciation aggregated $2,934,620, of which $43,423,760 related to appreciated investment securities and $46,358,380 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 these securities 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 ® Stock Selector Large Cap Value Fund

April 30, 2012 

1.800356.108

LCV-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.3%

Shares

Value

CONSUMER DISCRETIONARY - 9.2%

Auto Components - 0.6%

Autoliv, Inc.

48,600

$ 3,049,164

Hotels, Restaurants & Leisure - 1.3%

Carnival Corp. unit

114,500

3,720,105

Penn National Gaming, Inc. (a)

64,649

2,907,912

 

6,628,017

Household Durables - 0.6%

Jarden Corp.

72,795

3,052,294

Media - 3.3%

Comcast Corp. Class A

208,775

6,332,146

Omnicom Group, Inc.

52,800

2,709,168

The Walt Disney Co.

174,000

7,501,140

 

16,542,454

Multiline Retail - 1.9%

Macy's, Inc.

84,000

3,445,680

Target Corp.

103,334

5,987,172

 

9,432,852

Specialty Retail - 1.5%

Best Buy Co., Inc.

86,600

1,911,262

Lowe's Companies, Inc.

185,863

5,849,109

 

7,760,371

TOTAL CONSUMER DISCRETIONARY

46,465,152

CONSUMER STAPLES - 7.7%

Beverages - 0.5%

Coca-Cola Enterprises, Inc.

79,570

2,396,648

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

57,790

2,578,590

Kroger Co.

113,930

2,651,151

Walgreen Co.

73,540

2,578,312

 

7,808,053

Food Products - 3.3%

Archer Daniels Midland Co.

73,630

2,270,013

ConAgra Foods, Inc.

122,810

3,170,954

Kraft Foods, Inc. Class A

147,390

5,876,439

Sara Lee Corp.

83,740

1,845,630

The J.M. Smucker Co.

43,720

3,481,424

 

16,644,460

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 1.9%

Procter & Gamble Co.

152,680

$ 9,716,555

Tobacco - 0.4%

Lorillard, Inc.

15,900

2,151,111

TOTAL CONSUMER STAPLES

38,716,827

ENERGY - 11.6%

Energy Equipment & Services - 1.4%

Halliburton Co.

69,546

2,379,864

National Oilwell Varco, Inc.

35,800

2,712,208

Schlumberger Ltd.

23,800

1,764,532

 

6,856,604

Oil, Gas & Consumable Fuels - 10.2%

Anadarko Petroleum Corp.

50,520

3,698,569

Apache Corp.

24,292

2,330,574

BP PLC sponsored ADR

70,300

3,051,723

Chevron Corp.

78,700

8,386,272

HollyFrontier Corp.

43,400

1,337,588

Marathon Petroleum Corp.

77,900

3,241,419

Noble Energy, Inc.

38,980

3,871,494

Occidental Petroleum Corp.

83,578

7,623,985

Royal Dutch Shell PLC Class A sponsored ADR

100,076

7,159,437

Suncor Energy, Inc.

161,800

5,345,010

Williams Companies, Inc.

165,498

5,631,897

 

51,677,968

TOTAL ENERGY

58,534,572

FINANCIALS - 25.3%

Capital Markets - 4.0%

Bank of New York Mellon Corp.

230,200

5,444,230

Invesco Ltd.

183,500

4,558,140

Morgan Stanley

170,000

2,937,600

State Street Corp.

134,000

6,193,480

SWS Group, Inc.

217,000

1,223,880

 

20,357,330

Commercial Banks - 8.5%

CIT Group, Inc. (a)

106,100

4,015,885

Itau Unibanco Banco Multiplo SA sponsored ADR

218,900

3,434,541

PNC Financial Services Group, Inc.

102,000

6,764,640

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Popular, Inc. (a)

2,137,600

$ 3,804,928

U.S. Bancorp

285,200

9,174,884

Wells Fargo & Co.

470,700

15,735,501

 

42,930,379

Consumer Finance - 0.9%

SLM Corp.

292,800

4,342,224

Insurance - 7.5%

ACE Ltd.

71,300

5,416,661

AFLAC, Inc.

93,750

4,222,500

Berkshire Hathaway, Inc. Class B (a)

169,557

13,640,861

MetLife, Inc.

134,800

4,856,844

StanCorp Financial Group, Inc.

60,900

2,337,342

Torchmark Corp.

66,550

3,241,651

XL Group PLC Class A

192,600

4,142,826

 

37,858,685

Real Estate Investment Trusts - 1.5%

American Tower Corp.

48,500

3,180,630

Public Storage

31,100

4,455,386

 

7,636,016

Real Estate Management & Development - 2.2%

Kennedy-Wilson Holdings, Inc.

792,800

11,146,768

 

Thrifts & Mortgage Finance - 0.7%

People's United Financial, Inc.

299,800

3,699,532

TOTAL FINANCIALS

127,970,934

HEALTH CARE - 12.4%

Biotechnology - 1.0%

Amgen, Inc.

71,700

5,098,587

Health Care Equipment & Supplies - 0.8%

Baxter International, Inc.

3,600

199,476

Covidien PLC

24,100

1,331,043

Zimmer Holdings, Inc.

39,600

2,492,028

 

4,022,547

Health Care Providers & Services - 1.9%

Aetna, Inc.

18,700

823,548

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

UnitedHealth Group, Inc.

96,800

$ 5,435,320

WellPoint, Inc.

46,201

3,133,352

 

9,392,220

Life Sciences Tools & Services - 0.6%

Thermo Fisher Scientific, Inc.

56,442

3,140,997

Pharmaceuticals - 8.1%

Bristol-Myers Squibb Co.

41,900

1,398,203

GlaxoSmithKline PLC sponsored ADR

24,100

1,114,143

Johnson & Johnson

161,900

10,538,071

Merck & Co., Inc.

278,900

10,944,036

Pfizer, Inc.

646,300

14,819,659

Sanofi SA sponsored ADR

38,300

1,462,294

Teva Pharmaceutical Industries Ltd. sponsored ADR

14,700

672,378

 

40,948,784

TOTAL HEALTH CARE

62,603,135

INDUSTRIALS - 8.9%

Aerospace & Defense - 1.5%

Meggitt PLC

215,784

1,430,726

Raytheon Co.

86,300

4,672,282

United Technologies Corp.

16,200

1,322,568

 

7,425,576

Commercial Services & Supplies - 2.2%

Corrections Corp. of America (a)

148,600

4,293,054

Republic Services, Inc.

132,500

3,626,525

The Geo Group, Inc. (a)

167,000

3,458,570

 

11,378,149

Construction & Engineering - 0.7%

Foster Wheeler AG (a)

151,000

3,473,000

Industrial Conglomerates - 2.5%

General Electric Co.

654,700

12,819,026

Machinery - 0.4%

Stanley Black & Decker, Inc.

25,517

1,866,824

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Road & Rail - 1.6%

Quality Distribution, Inc. (a)

233,849

$ 2,612,093

Union Pacific Corp.

50,200

5,644,488

 

8,256,581

TOTAL INDUSTRIALS

45,219,156

INFORMATION TECHNOLOGY - 8.4%

Communications Equipment - 2.5%

Cisco Systems, Inc.

613,900

12,370,085

Computers & Peripherals - 1.8%

Hewlett-Packard Co.

305,727

7,569,801

SanDisk Corp. (a)

44,100

1,632,141

 

9,201,942

Electronic Equipment & Components - 1.7%

Corning, Inc.

348,298

4,998,076

Jabil Circuit, Inc.

149,548

3,506,901

 

8,504,977

Semiconductors & Semiconductor Equipment - 2.3%

Freescale Semiconductor Holdings I Ltd.

201,059

2,495,142

Intersil Corp. Class A

335,038

3,440,840

Marvell Technology Group Ltd. (a)

260,564

3,911,066

Micron Technology, Inc. (a)

302,800

1,995,452

 

11,842,500

Software - 0.1%

CA, Inc.

27,360

722,851

TOTAL INFORMATION TECHNOLOGY

42,642,355

MATERIALS - 2.7%

Chemicals - 1.9%

Air Products & Chemicals, Inc.

22,250

1,902,153

Ashland, Inc.

55,700

3,668,959

Eastman Chemical Co.

28,700

1,548,939

LyondellBasell Industries NV Class A

63,320

2,645,510

 

9,765,561

Containers & Packaging - 0.3%

Rock-Tenn Co. Class A

25,770

1,606,244

Common Stocks - continued

Shares

Value

MATERIALS - continued

Metals & Mining - 0.5%

Anglo American PLC (United Kingdom)

63,239

$ 2,430,591

TOTAL MATERIALS

13,802,396

TELECOMMUNICATION SERVICES - 4.3%

Diversified Telecommunication Services - 3.3%

AT&T, Inc.

418,700

13,779,417

CenturyLink, Inc.

76,214

2,938,812

 

16,718,229

Wireless Telecommunication Services - 1.0%

NII Holdings, Inc. (a)

237,000

3,316,815

Sprint Nextel Corp. (a)

738,800

1,832,224

 

5,149,039

TOTAL TELECOMMUNICATION SERVICES

21,867,268

UTILITIES - 7.8%

Electric Utilities - 3.7%

Cleco Corp.

82,000

3,345,600

FirstEnergy Corp.

95,300

4,461,946

NextEra Energy, Inc.

80,910

5,206,559

Northeast Utilities

109,700

4,033,669

Pepco Holdings, Inc.

78,500

1,485,220

 

18,532,994

Independent Power Producers & Energy Traders - 0.6%

Calpine Corp. (a)

66,530

1,247,438

The AES Corp. (a)

163,190

2,043,139

 

3,290,577

Multi-Utilities - 3.5%

CMS Energy Corp.

163,200

3,751,968

OGE Energy Corp.

72,640

3,919,654

PG&E Corp.

89,100

3,936,438

Sempra Energy

90,750

5,875,155

 

17,483,215

TOTAL UTILITIES

39,306,786

TOTAL COMMON STOCKS

(Cost $493,700,586)


497,128,581

U.S. Treasury Obligations - 0.1%

 

Principal Amount

Value

U.S. Treasury Bills, yield at date of purchase 0.06% to 0.09% 5/24/12 (c)
(Cost $449,975)

$ 450,000

$ 449,981

Money Market Funds - 1.7%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)
(Cost $8,365,569)

8,365,569


8,365,569

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $502,516,130)

505,944,131

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(414,032)

NET ASSETS - 100%

$ 505,530,099

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

60 CME E-mini S&P 500 Index Contracts

June 2012

$ 4,180,800

$ 15,297

 

The face value of futures purchased as a percentage of net assets is 0.8%

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) 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 $409,983.

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

$ 2,075

Fidelity Securities Lending Cash Central Fund

10,117

Total

$ 12,192

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 46,465,152

$ 46,465,152

$ -

$ -

Consumer Staples

38,716,827

38,716,827

-

-

Energy

58,534,572

58,534,572

-

-

Financials

127,970,934

127,970,934

-

-

Health Care

62,603,135

62,603,135

-

-

Industrials

45,219,156

45,219,156

-

-

Information Technology

42,642,355

42,642,355

-

-

Materials

13,802,396

13,802,396

-

-

Telecommunication Services

21,867,268

21,867,268

-

-

Utilities

39,306,786

39,306,786

-

-

U.S. Government and Government Agency Obligations

449,981

-

449,981

-

Money Market Funds

8,365,569

8,365,569

-

-

Total Investments in Securities:

$ 505,944,131

$ 505,494,150

$ 449,981

$ -

Derivative Instruments:

Assets

Futures Contracts

$ 15,297

$ 15,297

$ -

$ -

Income Tax Information

At April 30, 2012, the cost of investment securities for income tax purposes was $508,878,751. Net unrealized depreciation aggregated $2,934,620, of which $43,423,760 related to appreciated investment securities and $46,358,380 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 these securities 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® Mid Cap Growth Fund

April 30, 2012 

1.800358.108

MCG-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

CONSUMER DISCRETIONARY - 20.3%

Automobiles - 0.5%

Tesla Motors, Inc. (a)

41,900

$ 1,388,147

Hotels, Restaurants & Leisure - 1.6%

BJ's Restaurants, Inc. (a)

26,900

1,161,811

Buffalo Wild Wings, Inc. (a)

20,200

1,693,770

Texas Roadhouse, Inc. Class A

96,100

1,657,725

 

4,513,306

Media - 1.3%

Discovery Communications, Inc. (a)

63,700

3,466,554

Multiline Retail - 2.3%

Dollar General Corp. (a)

62,000

2,942,520

Dollar Tree, Inc. (a)

34,600

3,517,436

 

6,459,956

Specialty Retail - 6.2%

Abercrombie & Fitch Co. Class A

28,000

1,404,760

Body Central Corp. (a)

110,500

3,355,885

Cabela's, Inc. Class A (a)

37,000

1,398,970

Limited Brands, Inc.

79,000

3,926,300

Sally Beauty Holdings, Inc. (a)

60,000

1,596,000

Tractor Supply Co.

35,800

3,523,078

Ulta Salon, Cosmetics & Fragrance, Inc.

22,500

1,984,050

 

17,189,043

Textiles, Apparel & Luxury Goods - 8.4%

Liz Claiborne, Inc. (a)

362,300

4,854,820

Michael Kors Holdings Ltd.

77,200

3,525,724

PVH Corp.

43,900

3,898,320

Ralph Lauren Corp.

26,500

4,565,155

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

37,700

3,691,961

Warnaco Group, Inc. (a)

52,500

2,780,400

 

23,316,380

TOTAL CONSUMER DISCRETIONARY

56,333,386

CONSUMER STAPLES - 4.2%

Beverages - 2.1%

Dr Pepper Snapple Group, Inc.

74,000

3,002,920

Monster Beverage Corp. (a)

45,000

2,923,200

 

5,926,120

Food & Staples Retailing - 1.0%

Whole Foods Market, Inc.

34,900

2,899,143

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 0.5%

Green Mountain Coffee Roasters, Inc. (a)(d)

28,300

$ 1,379,625

Tobacco - 0.6%

Lorillard, Inc.

11,600

1,569,364

TOTAL CONSUMER STAPLES

11,774,252

ENERGY - 13.9%

Energy Equipment & Services - 4.1%

Cameron International Corp. (a)

51,500

2,639,375

Heckmann Corp. (a)(d)

1,591,100

6,046,180

Rowan Companies, Inc. (a)

82,100

2,834,913

 

11,520,468

Oil, Gas & Consumable Fuels - 9.8%

Amyris, Inc. (a)(d)

99,400

311,122

Cabot Oil & Gas Corp.

90,500

3,180,170

Cobalt International Energy, Inc. (a)

67,258

1,799,824

EV Energy Partners LP

45,100

2,862,497

EXCO Resources, Inc. (d)

225,200

1,652,968

Oasis Petroleum, Inc. (a)

98,800

3,267,316

Pioneer Natural Resources Co.

27,000

3,127,140

Plains Exploration & Production Co. (a)

68,800

2,810,480

QEP Resources, Inc.

100,700

3,102,567

Range Resources Corp.

39,900

2,659,734

SM Energy Co.

18,000

1,189,980

Solazyme, Inc. (d)

111,000

1,221,000

 

27,184,798

TOTAL ENERGY

38,705,266

FINANCIALS - 2.2%

Capital Markets - 1.0%

KKR & Co. LP

200,000

2,824,000

Real Estate Management & Development - 1.2%

Altisource Portfolio Solutions SA (a)

54,000

3,230,820

TOTAL FINANCIALS

6,054,820

HEALTH CARE - 14.5%

Biotechnology - 6.9%

Alexion Pharmaceuticals, Inc. (a)

38,500

3,477,320

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Idenix Pharmaceuticals, Inc. (a)(d)

574,100

$ 5,034,857

InterMune, Inc. (a)(d)

163,500

1,706,940

Theravance, Inc. (a)(d)

85,900

1,858,876

Threshold Pharmaceuticals, Inc. (a)

205,000

1,492,400

United Therapeutics Corp. (a)

61,200

2,677,500

Vertex Pharmaceuticals, Inc. (a)

77,700

2,989,896

 

19,237,789

Health Care Equipment & Supplies - 6.2%

ArthroCare Corp. (a)

224,779

5,610,484

Cyberonics, Inc. (a)

154,987

5,936,002

Insulet Corp. (a)

76,800

1,371,648

NuVasive, Inc. (a)

244,631

4,053,536

Zeltiq Aesthetics, Inc. (d)

43,000

267,460

 

17,239,130

Health Care Technology - 0.9%

Merge Healthcare, Inc. (a)

586,732

2,522,948

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

28,000

1,246,840

TOTAL HEALTH CARE

40,246,707

INDUSTRIALS - 12.9%

Aerospace & Defense - 1.1%

BE Aerospace, Inc. (a)

63,500

2,986,405

Building Products - 2.7%

Lennox International, Inc.

82,500

3,580,500

Owens Corning (a)

116,300

3,994,905

 

7,575,405

Construction & Engineering - 1.5%

Fluor Corp.

71,400

4,123,350

Electrical Equipment - 2.4%

Cooper Industries PLC Class A

59,400

3,716,658

Roper Industries, Inc.

30,100

3,067,190

 

6,783,848

Machinery - 4.3%

IDEX Corp.

46,600

2,018,246

Ingersoll-Rand PLC

122,900

5,225,708

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Stanley Black & Decker, Inc.

37,000

$ 2,706,920

WABCO Holdings, Inc. (a)

32,200

2,029,566

 

11,980,440

Marine - 0.9%

DryShips, Inc. (a)(d)

806,700

2,549,172

TOTAL INDUSTRIALS

35,998,620

INFORMATION TECHNOLOGY - 21.1%

Communications Equipment - 1.1%

Polycom, Inc. (a)

159,300

2,113,911

Riverbed Technology, Inc. (a)

46,000

907,580

 

3,021,491

Computers & Peripherals - 0.8%

SanDisk Corp. (a)

62,000

2,294,620

Electronic Equipment & Components - 1.0%

Aeroflex Holding Corp. (a)

123,400

1,382,080

Maxwell Technologies, Inc. (a)(d)

158,400

1,506,384

 

2,888,464

Internet Software & Services - 2.5%

Blinkx PLC (a)

601,900

525,107

Rackspace Hosting, Inc. (a)

28,361

1,647,490

Velti PLC (a)

104,400

1,247,580

VeriSign, Inc.

87,800

3,609,458

 

7,029,635

IT Services - 1.6%

Cognizant Technology Solutions Corp. Class A (a)

61,100

4,479,852

Semiconductors & Semiconductor Equipment - 5.1%

ASML Holding NV

33,400

1,703,066

Ceva, Inc. (a)

77,190

1,705,127

Freescale Semiconductor Holdings I Ltd.

103,520

1,284,683

KLA-Tencor Corp.

59,200

3,087,280

NVIDIA Corp. (a)

212,500

2,762,500

NXP Semiconductors NV (a)

87,600

2,264,460

ON Semiconductor Corp. (a)

150,000

1,239,000

 

14,046,116

Software - 9.0%

ANSYS, Inc. (a)

44,000

2,951,080

Ariba, Inc. (a)

50,900

1,944,380

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Autodesk, Inc. (a)

89,000

$ 3,503,930

Check Point Software Technologies Ltd. (a)

51,500

2,993,695

Citrix Systems, Inc. (a)

74,200

6,352,261

Informatica Corp. (a)

61,300

2,821,026

Intuit, Inc.

50,800

2,944,876

Nuance Communications, Inc. (a)

54,300

1,327,092

 

24,838,340

TOTAL INFORMATION TECHNOLOGY

58,598,518

MATERIALS - 6.0%

Chemicals - 4.4%

CF Industries Holdings, Inc.

15,500

2,992,430

Monsanto Co.

74,200

5,652,556

Potash Corp. of Saskatchewan, Inc.

33,800

1,437,206

Rentech Nitrogen Partners LP

74,200

2,186,674

 

12,268,866

Metals & Mining - 1.6%

First Quantum Minerals Ltd.

97,300

2,021,358

Ivanhoe Mines Ltd. (a)

80,000

933,840

Walter Energy, Inc.

21,800

1,445,558

 

4,400,756

TOTAL MATERIALS

16,669,622

TOTAL COMMON STOCKS

(Cost $254,941,690)


264,381,191

Money Market Funds - 11.9%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

13,077,244

$ 13,077,244

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

19,909,210

19,909,210

TOTAL MONEY MARKET FUNDS

(Cost $32,986,454)


32,986,454

TOTAL INVESTMENT PORTFOLIO - 107.0%

(Cost $287,928,144)

297,367,645

NET OTHER ASSETS (LIABILITIES) - (7.0)%

(19,574,433)

NET ASSETS - 100%

$ 277,793,212

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

$ 2,857

Fidelity Securities Lending Cash Central Fund

65,316

Total

$ 68,173

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 April 30, 2012, the cost of investment securities for income tax purposes was $288,373,656. Net unrealized appreciation aggregated $8,993,989, of which $35,636,634 related to appreciated investment securities and $26,642,645 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 these securities 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

April 30, 2012 

1.847929.105

AMCG-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.1%

Shares

Value

CONSUMER DISCRETIONARY - 20.3%

Automobiles - 0.5%

Tesla Motors, Inc. (a)

41,900

$ 1,388,147

Hotels, Restaurants & Leisure - 1.6%

BJ's Restaurants, Inc. (a)

26,900

1,161,811

Buffalo Wild Wings, Inc. (a)

20,200

1,693,770

Texas Roadhouse, Inc. Class A

96,100

1,657,725

 

4,513,306

Media - 1.3%

Discovery Communications, Inc. (a)

63,700

3,466,554

Multiline Retail - 2.3%

Dollar General Corp. (a)

62,000

2,942,520

Dollar Tree, Inc. (a)

34,600

3,517,436

 

6,459,956

Specialty Retail - 6.2%

Abercrombie & Fitch Co. Class A

28,000

1,404,760

Body Central Corp. (a)

110,500

3,355,885

Cabela's, Inc. Class A (a)

37,000

1,398,970

Limited Brands, Inc.

79,000

3,926,300

Sally Beauty Holdings, Inc. (a)

60,000

1,596,000

Tractor Supply Co.

35,800

3,523,078

Ulta Salon, Cosmetics & Fragrance, Inc.

22,500

1,984,050

 

17,189,043

Textiles, Apparel & Luxury Goods - 8.4%

Liz Claiborne, Inc. (a)

362,300

4,854,820

Michael Kors Holdings Ltd.

77,200

3,525,724

PVH Corp.

43,900

3,898,320

Ralph Lauren Corp.

26,500

4,565,155

Under Armour, Inc. Class A (sub. vtg.) (a)(d)

37,700

3,691,961

Warnaco Group, Inc. (a)

52,500

2,780,400

 

23,316,380

TOTAL CONSUMER DISCRETIONARY

56,333,386

CONSUMER STAPLES - 4.2%

Beverages - 2.1%

Dr Pepper Snapple Group, Inc.

74,000

3,002,920

Monster Beverage Corp. (a)

45,000

2,923,200

 

5,926,120

Food & Staples Retailing - 1.0%

Whole Foods Market, Inc.

34,900

2,899,143

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 0.5%

Green Mountain Coffee Roasters, Inc. (a)(d)

28,300

$ 1,379,625

Tobacco - 0.6%

Lorillard, Inc.

11,600

1,569,364

TOTAL CONSUMER STAPLES

11,774,252

ENERGY - 13.9%

Energy Equipment & Services - 4.1%

Cameron International Corp. (a)

51,500

2,639,375

Heckmann Corp. (a)(d)

1,591,100

6,046,180

Rowan Companies, Inc. (a)

82,100

2,834,913

 

11,520,468

Oil, Gas & Consumable Fuels - 9.8%

Amyris, Inc. (a)(d)

99,400

311,122

Cabot Oil & Gas Corp.

90,500

3,180,170

Cobalt International Energy, Inc. (a)

67,258

1,799,824

EV Energy Partners LP

45,100

2,862,497

EXCO Resources, Inc. (d)

225,200

1,652,968

Oasis Petroleum, Inc. (a)

98,800

3,267,316

Pioneer Natural Resources Co.

27,000

3,127,140

Plains Exploration & Production Co. (a)

68,800

2,810,480

QEP Resources, Inc.

100,700

3,102,567

Range Resources Corp.

39,900

2,659,734

SM Energy Co.

18,000

1,189,980

Solazyme, Inc. (d)

111,000

1,221,000

 

27,184,798

TOTAL ENERGY

38,705,266

FINANCIALS - 2.2%

Capital Markets - 1.0%

KKR & Co. LP

200,000

2,824,000

Real Estate Management & Development - 1.2%

Altisource Portfolio Solutions SA (a)

54,000

3,230,820

TOTAL FINANCIALS

6,054,820

HEALTH CARE - 14.5%

Biotechnology - 6.9%

Alexion Pharmaceuticals, Inc. (a)

38,500

3,477,320

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Biotechnology - continued

Idenix Pharmaceuticals, Inc. (a)(d)

574,100

$ 5,034,857

InterMune, Inc. (a)(d)

163,500

1,706,940

Theravance, Inc. (a)(d)

85,900

1,858,876

Threshold Pharmaceuticals, Inc. (a)

205,000

1,492,400

United Therapeutics Corp. (a)

61,200

2,677,500

Vertex Pharmaceuticals, Inc. (a)

77,700

2,989,896

 

19,237,789

Health Care Equipment & Supplies - 6.2%

ArthroCare Corp. (a)

224,779

5,610,484

Cyberonics, Inc. (a)

154,987

5,936,002

Insulet Corp. (a)

76,800

1,371,648

NuVasive, Inc. (a)

244,631

4,053,536

Zeltiq Aesthetics, Inc. (d)

43,000

267,460

 

17,239,130

Health Care Technology - 0.9%

Merge Healthcare, Inc. (a)

586,732

2,522,948

Life Sciences Tools & Services - 0.5%

Illumina, Inc. (a)

28,000

1,246,840

TOTAL HEALTH CARE

40,246,707

INDUSTRIALS - 12.9%

Aerospace & Defense - 1.1%

BE Aerospace, Inc. (a)

63,500

2,986,405

Building Products - 2.7%

Lennox International, Inc.

82,500

3,580,500

Owens Corning (a)

116,300

3,994,905

 

7,575,405

Construction & Engineering - 1.5%

Fluor Corp.

71,400

4,123,350

Electrical Equipment - 2.4%

Cooper Industries PLC Class A

59,400

3,716,658

Roper Industries, Inc.

30,100

3,067,190

 

6,783,848

Machinery - 4.3%

IDEX Corp.

46,600

2,018,246

Ingersoll-Rand PLC

122,900

5,225,708

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Machinery - continued

Stanley Black & Decker, Inc.

37,000

$ 2,706,920

WABCO Holdings, Inc. (a)

32,200

2,029,566

 

11,980,440

Marine - 0.9%

DryShips, Inc. (a)(d)

806,700

2,549,172

TOTAL INDUSTRIALS

35,998,620

INFORMATION TECHNOLOGY - 21.1%

Communications Equipment - 1.1%

Polycom, Inc. (a)

159,300

2,113,911

Riverbed Technology, Inc. (a)

46,000

907,580

 

3,021,491

Computers & Peripherals - 0.8%

SanDisk Corp. (a)

62,000

2,294,620

Electronic Equipment & Components - 1.0%

Aeroflex Holding Corp. (a)

123,400

1,382,080

Maxwell Technologies, Inc. (a)(d)

158,400

1,506,384

 

2,888,464

Internet Software & Services - 2.5%

Blinkx PLC (a)

601,900

525,107

Rackspace Hosting, Inc. (a)

28,361

1,647,490

Velti PLC (a)

104,400

1,247,580

VeriSign, Inc.

87,800

3,609,458

 

7,029,635

IT Services - 1.6%

Cognizant Technology Solutions Corp. Class A (a)

61,100

4,479,852

Semiconductors & Semiconductor Equipment - 5.1%

ASML Holding NV

33,400

1,703,066

Ceva, Inc. (a)

77,190

1,705,127

Freescale Semiconductor Holdings I Ltd.

103,520

1,284,683

KLA-Tencor Corp.

59,200

3,087,280

NVIDIA Corp. (a)

212,500

2,762,500

NXP Semiconductors NV (a)

87,600

2,264,460

ON Semiconductor Corp. (a)

150,000

1,239,000

 

14,046,116

Software - 9.0%

ANSYS, Inc. (a)

44,000

2,951,080

Ariba, Inc. (a)

50,900

1,944,380

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Autodesk, Inc. (a)

89,000

$ 3,503,930

Check Point Software Technologies Ltd. (a)

51,500

2,993,695

Citrix Systems, Inc. (a)

74,200

6,352,261

Informatica Corp. (a)

61,300

2,821,026

Intuit, Inc.

50,800

2,944,876

Nuance Communications, Inc. (a)

54,300

1,327,092

 

24,838,340

TOTAL INFORMATION TECHNOLOGY

58,598,518

MATERIALS - 6.0%

Chemicals - 4.4%

CF Industries Holdings, Inc.

15,500

2,992,430

Monsanto Co.

74,200

5,652,556

Potash Corp. of Saskatchewan, Inc.

33,800

1,437,206

Rentech Nitrogen Partners LP

74,200

2,186,674

 

12,268,866

Metals & Mining - 1.6%

First Quantum Minerals Ltd.

97,300

2,021,358

Ivanhoe Mines Ltd. (a)

80,000

933,840

Walter Energy, Inc.

21,800

1,445,558

 

4,400,756

TOTAL MATERIALS

16,669,622

TOTAL COMMON STOCKS

(Cost $254,941,690)


264,381,191

Money Market Funds - 11.9%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

13,077,244

$ 13,077,244

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

19,909,210

19,909,210

TOTAL MONEY MARKET FUNDS

(Cost $32,986,454)


32,986,454

TOTAL INVESTMENT PORTFOLIO - 107.0%

(Cost $287,928,144)

297,367,645

NET OTHER ASSETS (LIABILITIES) - (7.0)%

(19,574,433)

NET ASSETS - 100%

$ 277,793,212

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

$ 2,857

Fidelity Securities Lending Cash Central Fund

65,316

Total

$ 68,173

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 April 30, 2012, the cost of investment securities for income tax purposes was $288,373,656. Net unrealized appreciation aggregated $8,993,989, of which $35,636,634 related to appreciated investment securities and $26,642,645 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 these securities 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 Advisor® Mid Cap Value Fund
Class A
Class T
Class B
Class C
Institutional Class

April 30, 2012

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

1.847930.105

AMCV-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%n

Shares

Value

CONSUMER DISCRETIONARY - 12.0%

Auto Components - 0.8%

Delphi Automotive PLC

164,100

$ 5,036,229

Hotels, Restaurants & Leisure - 2.6%

Brinker International, Inc.

109,700

3,452,259

Penn National Gaming, Inc. (a)

92,500

4,160,650

Wyndham Worldwide Corp.

166,900

8,401,746

 

16,014,655

Household Durables - 0.7%

Jarden Corp.

105,000

4,402,650

Media - 1.0%

CBS Corp. Class B

182,800

6,096,380

Multiline Retail - 1.8%

Macy's, Inc.

260,300

10,677,506

Specialty Retail - 3.9%

Advance Auto Parts, Inc.

66,800

6,132,240

Best Buy Co., Inc.

218,500

4,822,295

Foot Locker, Inc.

239,600

7,329,364

GameStop Corp. Class A (d)

240,200

5,466,952

 

23,750,851

Textiles, Apparel & Luxury Goods - 1.2%

PVH Corp.

81,600

7,246,080

TOTAL CONSUMER DISCRETIONARY

73,224,351

CONSUMER STAPLES - 6.4%

Food & Staples Retailing - 1.2%

Safeway, Inc. (d)

354,300

7,202,919

Food Products - 2.2%

Campbell Soup Co. (d)

191,500

6,478,445

ConAgra Foods, Inc.

275,600

7,115,992

 

13,594,437

Household Products - 1.2%

Clorox Co.

101,000

7,080,100

Tobacco - 1.8%

Lorillard, Inc.

83,400

11,283,185

TOTAL CONSUMER STAPLES

39,160,641

Common Stocks - continued

Shares

Value

ENERGY - 6.2%

Energy Equipment & Services - 1.3%

Helmerich & Payne, Inc.

93,300

$ 4,794,687

Oil States International, Inc. (a)

44,900

3,573,142

 

8,367,829

Oil, Gas & Consumable Fuels - 4.9%

Hess Corp.

60,200

3,138,828

Marathon Oil Corp.

200,900

5,894,406

Murphy Oil Corp.

133,800

7,354,986

Tesoro Corp. (a)

163,000

3,789,750

Valero Energy Corp.

390,500

9,645,350

 

29,823,320

TOTAL ENERGY

38,191,149

FINANCIALS - 32.1%

Capital Markets - 1.6%

Invesco Ltd.

385,300

9,570,852

Commercial Banks - 8.2%

CapitalSource, Inc.

534,300

3,446,235

Comerica, Inc.

154,200

4,937,484

Fifth Third Bancorp

597,800

8,506,694

First Republic Bank (a)

123,300

4,072,599

Huntington Bancshares, Inc.

995,600

6,660,564

KeyCorp

1,014,000

8,152,560

Regions Financial Corp.

1,100,500

7,417,370

SunTrust Banks, Inc.

288,800

7,012,064

 

50,205,570

Consumer Finance - 2.7%

Discover Financial Services

328,200

11,125,980

SLM Corp.

349,600

5,184,568

 

16,310,548

Insurance - 7.2%

Allied World Assurance Co. Holdings Ltd.

98,500

7,088,060

Assurant, Inc.

106,700

4,304,278

First American Financial Corp.

288,700

4,835,725

Hartford Financial Services Group, Inc.

345,300

7,095,915

Lincoln National Corp.

275,500

6,824,135

Torchmark Corp.

152,900

7,447,759

Unum Group

278,300

6,606,842

 

44,202,714

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - 10.5%

American Campus Communities, Inc.

103,500

$ 4,600,575

American Capital Agency Corp.

246,000

7,685,040

Boston Properties, Inc.

52,100

5,639,825

Douglas Emmett, Inc.

307,100

7,137,004

Kimco Realty Corp.

443,400

8,606,394

Prologis, Inc.

224,100

8,018,298

Rayonier, Inc.

138,800

6,294,580

The Macerich Co.

128,800

7,930,216

Ventas, Inc.

136,900

8,048,351

 

63,960,283

Thrifts & Mortgage Finance - 1.9%

Ocwen Financial Corp. (a)

403,800

6,020,658

People's United Financial, Inc.

455,100

5,615,934

 

11,636,592

TOTAL FINANCIALS

195,886,559

HEALTH CARE - 5.9%

Health Care Equipment & Supplies - 0.7%

Boston Scientific Corp. (a)

674,400

4,221,744

Health Care Providers & Services - 4.2%

Community Health Systems, Inc. (a)

282,300

6,871,182

Humana, Inc.

119,100

9,608,988

McKesson Corp.

35,800

3,272,478

Omnicare, Inc.

165,800

5,776,472

 

25,529,120

Life Sciences Tools & Services - 0.5%

Charles River Laboratories International, Inc. (a)

84,500

3,002,285

Pharmaceuticals - 0.5%

Warner Chilcott PLC (a)

149,600

3,253,800

TOTAL HEALTH CARE

36,006,949

INDUSTRIALS - 10.2%

Aerospace & Defense - 1.3%

Textron, Inc.

305,200

8,130,528

Airlines - 0.8%

Alaska Air Group, Inc. (a)

134,800

4,556,240

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 1.6%

Pitney Bowes, Inc. (d)

230,700

$ 3,951,891

Republic Services, Inc.

208,000

5,692,960

 

9,644,851

Construction & Engineering - 2.0%

Granite Construction, Inc.

169,200

4,710,528

KBR, Inc.

217,500

7,364,550

 

12,075,078

Machinery - 3.4%

AGCO Corp. (a)

162,400

7,562,968

Cummins, Inc.

52,200

6,046,326

Parker Hannifin Corp.

81,700

7,164,273

 

20,773,567

Professional Services - 1.1%

Towers Watson & Co.

106,600

6,971,640

TOTAL INDUSTRIALS

62,151,904

INFORMATION TECHNOLOGY - 8.0%

Communications Equipment - 1.7%

Brocade Communications Systems, Inc. (a)

1,001,900

5,550,526

Motorola Solutions, Inc.

91,600

4,674,348

 

10,224,874

Computers & Peripherals - 0.6%

NCR Corp. (a)

159,700

3,752,950

Electronic Equipment & Components - 1.1%

Jabil Circuit, Inc.

285,400

6,692,630

IT Services - 0.9%

Alliance Data Systems Corp. (a)

26,200

3,366,438

Total System Services, Inc.

90,777

2,135,075

 

5,501,513

Office Electronics - 1.5%

Xerox Corp.

1,176,100

9,150,058

Semiconductors & Semiconductor Equipment - 2.2%

KLA-Tencor Corp.

126,500

6,596,975

Marvell Technology Group Ltd. (a)

457,000

6,859,570

 

13,456,545

TOTAL INFORMATION TECHNOLOGY

48,778,570

Common Stocks - continued

Shares

Value

MATERIALS - 4.8%

Chemicals - 2.5%

Ashland, Inc.

97,700

$ 6,435,499

CF Industries Holdings, Inc.

27,900

5,386,374

W.R. Grace & Co. (a)

55,600

3,314,316

 

15,136,189

Containers & Packaging - 0.5%

Ball Corp.

70,000

2,923,200

Metals & Mining - 0.8%

Commercial Metals Co.

349,800

5,170,044

Paper & Forest Products - 1.0%

International Paper Co.

190,800

6,355,548

TOTAL MATERIALS

29,584,981

TELECOMMUNICATION SERVICES - 0.7%

Diversified Telecommunication Services - 0.7%

Frontier Communications Corp. (d)

1,025,600

4,143,424

UTILITIES - 12.6%

Electric Utilities - 4.3%

Cleco Corp.

114,200

4,659,360

Edison International

236,600

10,412,766

El Paso Electric Co.

46,779

1,433,309

NV Energy, Inc.

258,800

4,309,020

PNM Resources, Inc.

308,300

5,783,708

 

26,598,163

Independent Power Producers & Energy Traders - 0.9%

The AES Corp. (a)

423,300

5,299,716

Multi-Utilities - 6.4%

CMS Energy Corp.

279,100

6,416,509

DTE Energy Co.

131,800

7,430,884

NiSource, Inc.

267,800

6,601,270

OGE Energy Corp.

143,700

7,754,052

Sempra Energy

165,600

10,720,944

 

38,923,659

Common Stocks - continued

Shares

Value

UTILITIES - continued

Water Utilities - 1.0%

American Water Works Co., Inc.

187,700

$ 6,426,848

TOTAL UTILITIES

77,248,386

TOTAL COMMON STOCKS

(Cost $567,076,534)


604,376,914

Money Market Funds - 3.7%

 

 

 

 

Fidelity Cash Central Fund, 0.14% (b)

6,219,974

6,219,974

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

16,484,706

16,484,706

TOTAL MONEY MARKET FUNDS

(Cost $22,704,680)


22,704,680

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $589,781,214)

627,081,594

NET OTHER ASSETS (LIABILITIES) - (2.6)%

(15,972,820)

NET ASSETS - 100%

$ 611,108,774

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

$ 1,027

Fidelity Securities Lending Cash Central Fund

21,815

Total

$ 22,842

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 April 30, 2012, the cost of investment securities for income tax purposes was $591,056,736. Net unrealized appreciation aggregated $36,024,858, of which $56,166,854 related to appreciated investment securities and $20,141,996 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 these securities 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

April 30, 2012 

1.800359.108

MCV-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.9%n

Shares

Value

CONSUMER DISCRETIONARY - 12.0%

Auto Components - 0.8%

Delphi Automotive PLC

164,100

$ 5,036,229

Hotels, Restaurants & Leisure - 2.6%

Brinker International, Inc.

109,700

3,452,259

Penn National Gaming, Inc. (a)

92,500

4,160,650

Wyndham Worldwide Corp.

166,900

8,401,746

 

16,014,655

Household Durables - 0.7%

Jarden Corp.

105,000

4,402,650

Media - 1.0%

CBS Corp. Class B

182,800

6,096,380

Multiline Retail - 1.8%

Macy's, Inc.

260,300

10,677,506

Specialty Retail - 3.9%

Advance Auto Parts, Inc.

66,800

6,132,240

Best Buy Co., Inc.

218,500

4,822,295

Foot Locker, Inc.

239,600

7,329,364

GameStop Corp. Class A (d)

240,200

5,466,952

 

23,750,851

Textiles, Apparel & Luxury Goods - 1.2%

PVH Corp.

81,600

7,246,080

TOTAL CONSUMER DISCRETIONARY

73,224,351

CONSUMER STAPLES - 6.4%

Food & Staples Retailing - 1.2%

Safeway, Inc. (d)

354,300

7,202,919

Food Products - 2.2%

Campbell Soup Co. (d)

191,500

6,478,445

ConAgra Foods, Inc.

275,600

7,115,992

 

13,594,437

Household Products - 1.2%

Clorox Co.

101,000

7,080,100

Tobacco - 1.8%

Lorillard, Inc.

83,400

11,283,185

TOTAL CONSUMER STAPLES

39,160,641

Common Stocks - continued

Shares

Value

ENERGY - 6.2%

Energy Equipment & Services - 1.3%

Helmerich & Payne, Inc.

93,300

$ 4,794,687

Oil States International, Inc. (a)

44,900

3,573,142

 

8,367,829

Oil, Gas & Consumable Fuels - 4.9%

Hess Corp.

60,200

3,138,828

Marathon Oil Corp.

200,900

5,894,406

Murphy Oil Corp.

133,800

7,354,986

Tesoro Corp. (a)

163,000

3,789,750

Valero Energy Corp.

390,500

9,645,350

 

29,823,320

TOTAL ENERGY

38,191,149

FINANCIALS - 32.1%

Capital Markets - 1.6%

Invesco Ltd.

385,300

9,570,852

Commercial Banks - 8.2%

CapitalSource, Inc.

534,300

3,446,235

Comerica, Inc.

154,200

4,937,484

Fifth Third Bancorp

597,800

8,506,694

First Republic Bank (a)

123,300

4,072,599

Huntington Bancshares, Inc.

995,600

6,660,564

KeyCorp

1,014,000

8,152,560

Regions Financial Corp.

1,100,500

7,417,370

SunTrust Banks, Inc.

288,800

7,012,064

 

50,205,570

Consumer Finance - 2.7%

Discover Financial Services

328,200

11,125,980

SLM Corp.

349,600

5,184,568

 

16,310,548

Insurance - 7.2%

Allied World Assurance Co. Holdings Ltd.

98,500

7,088,060

Assurant, Inc.

106,700

4,304,278

First American Financial Corp.

288,700

4,835,725

Hartford Financial Services Group, Inc.

345,300

7,095,915

Lincoln National Corp.

275,500

6,824,135

Torchmark Corp.

152,900

7,447,759

Unum Group

278,300

6,606,842

 

44,202,714

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - 10.5%

American Campus Communities, Inc.

103,500

$ 4,600,575

American Capital Agency Corp.

246,000

7,685,040

Boston Properties, Inc.

52,100

5,639,825

Douglas Emmett, Inc.

307,100

7,137,004

Kimco Realty Corp.

443,400

8,606,394

Prologis, Inc.

224,100

8,018,298

Rayonier, Inc.

138,800

6,294,580

The Macerich Co.

128,800

7,930,216

Ventas, Inc.

136,900

8,048,351

 

63,960,283

Thrifts & Mortgage Finance - 1.9%

Ocwen Financial Corp. (a)

403,800

6,020,658

People's United Financial, Inc.

455,100

5,615,934

 

11,636,592

TOTAL FINANCIALS

195,886,559

HEALTH CARE - 5.9%

Health Care Equipment & Supplies - 0.7%

Boston Scientific Corp. (a)

674,400

4,221,744

Health Care Providers & Services - 4.2%

Community Health Systems, Inc. (a)

282,300

6,871,182

Humana, Inc.

119,100

9,608,988

McKesson Corp.

35,800

3,272,478

Omnicare, Inc.

165,800

5,776,472

 

25,529,120

Life Sciences Tools & Services - 0.5%

Charles River Laboratories International, Inc. (a)

84,500

3,002,285

Pharmaceuticals - 0.5%

Warner Chilcott PLC (a)

149,600

3,253,800

TOTAL HEALTH CARE

36,006,949

INDUSTRIALS - 10.2%

Aerospace & Defense - 1.3%

Textron, Inc.

305,200

8,130,528

Airlines - 0.8%

Alaska Air Group, Inc. (a)

134,800

4,556,240

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Commercial Services & Supplies - 1.6%

Pitney Bowes, Inc. (d)

230,700

$ 3,951,891

Republic Services, Inc.

208,000

5,692,960

 

9,644,851

Construction & Engineering - 2.0%

Granite Construction, Inc.

169,200

4,710,528

KBR, Inc.

217,500

7,364,550

 

12,075,078

Machinery - 3.4%

AGCO Corp. (a)

162,400

7,562,968

Cummins, Inc.

52,200

6,046,326

Parker Hannifin Corp.

81,700

7,164,273

 

20,773,567

Professional Services - 1.1%

Towers Watson & Co.

106,600

6,971,640

TOTAL INDUSTRIALS

62,151,904

INFORMATION TECHNOLOGY - 8.0%

Communications Equipment - 1.7%

Brocade Communications Systems, Inc. (a)

1,001,900

5,550,526

Motorola Solutions, Inc.

91,600

4,674,348

 

10,224,874

Computers & Peripherals - 0.6%

NCR Corp. (a)

159,700

3,752,950

Electronic Equipment & Components - 1.1%

Jabil Circuit, Inc.

285,400

6,692,630

IT Services - 0.9%

Alliance Data Systems Corp. (a)

26,200

3,366,438

Total System Services, Inc.

90,777

2,135,075

 

5,501,513

Office Electronics - 1.5%

Xerox Corp.

1,176,100

9,150,058

Semiconductors & Semiconductor Equipment - 2.2%

KLA-Tencor Corp.

126,500

6,596,975

Marvell Technology Group Ltd. (a)

457,000

6,859,570

 

13,456,545

TOTAL INFORMATION TECHNOLOGY

48,778,570

Common Stocks - continued

Shares

Value

MATERIALS - 4.8%

Chemicals - 2.5%

Ashland, Inc.

97,700

$ 6,435,499

CF Industries Holdings, Inc.

27,900

5,386,374

W.R. Grace & Co. (a)

55,600

3,314,316

 

15,136,189

Containers & Packaging - 0.5%

Ball Corp.

70,000

2,923,200

Metals & Mining - 0.8%

Commercial Metals Co.

349,800

5,170,044

Paper & Forest Products - 1.0%

International Paper Co.

190,800

6,355,548

TOTAL MATERIALS

29,584,981

TELECOMMUNICATION SERVICES - 0.7%

Diversified Telecommunication Services - 0.7%

Frontier Communications Corp. (d)

1,025,600

4,143,424

UTILITIES - 12.6%

Electric Utilities - 4.3%

Cleco Corp.

114,200

4,659,360

Edison International

236,600

10,412,766

El Paso Electric Co.

46,779

1,433,309

NV Energy, Inc.

258,800

4,309,020

PNM Resources, Inc.

308,300

5,783,708

 

26,598,163

Independent Power Producers & Energy Traders - 0.9%

The AES Corp. (a)

423,300

5,299,716

Multi-Utilities - 6.4%

CMS Energy Corp.

279,100

6,416,509

DTE Energy Co.

131,800

7,430,884

NiSource, Inc.

267,800

6,601,270

OGE Energy Corp.

143,700

7,754,052

Sempra Energy

165,600

10,720,944

 

38,923,659

Common Stocks - continued

Shares

Value

UTILITIES - continued

Water Utilities - 1.0%

American Water Works Co., Inc.

187,700

$ 6,426,848

TOTAL UTILITIES

77,248,386

TOTAL COMMON STOCKS

(Cost $567,076,534)


604,376,914

Money Market Funds - 3.7%

 

 

 

 

Fidelity Cash Central Fund, 0.14% (b)

6,219,974

6,219,974

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

16,484,706

16,484,706

TOTAL MONEY MARKET FUNDS

(Cost $22,704,680)


22,704,680

TOTAL INVESTMENT PORTFOLIO - 102.6%

(Cost $589,781,214)

627,081,594

NET OTHER ASSETS (LIABILITIES) - (2.6)%

(15,972,820)

NET ASSETS - 100%

$ 611,108,774

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

$ 1,027

Fidelity Securities Lending Cash Central Fund

21,815

Total

$ 22,842

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 April 30, 2012, the cost of investment securities for income tax purposes was $591,056,736. Net unrealized appreciation aggregated $36,024,858, of which $56,166,854 related to appreciated investment securities and $20,141,996 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 these securities 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 ® Series All-Sector
Equity Fund

April 30, 2012 

1.884782.100

ASE-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.6%

Shares

Value

CONSUMER DISCRETIONARY - 10.3%

Diversified Consumer Services - 0.3%

Weight Watchers International, Inc. (d)

462,910

$ 35,162,644

Hotels, Restaurants & Leisure - 2.9%

Betfair Group PLC

1,246,546

15,983,824

Domino's Pizza, Inc.

266,172

10,063,963

Dunkin' Brands Group, Inc.

76,800

2,486,016

McDonald's Corp.

1,450,486

141,349,861

Starbucks Corp.

1,669,182

95,777,663

Yum! Brands, Inc.

1,185,718

86,237,270

 

351,898,597

Household Durables - 0.2%

Harman International Industries, Inc.

529,758

26,265,402

Internet & Catalog Retail - 0.5%

Priceline.com, Inc. (a)

75,370

57,343,003

Shutterfly, Inc. (a)

104,045

3,237,880

 

60,580,883

Media - 3.0%

Comcast Corp. Class A

5,913,593

179,359,276

DIRECTV (a)

1,923,899

94,790,504

Legend Pictures LLC (a)(g)(h)

3,706

3,962,196

The Walt Disney Co.

2,149,586

92,668,652

 

370,780,628

Multiline Retail - 0.7%

Dollar General Corp. (a)

1,750,049

83,057,326

Specialty Retail - 2.3%

Abercrombie & Fitch Co. Class A

363,504

18,236,996

Limited Brands, Inc.

675,783

33,586,415

Lowe's Companies, Inc.

3,423,307

107,731,471

TJX Companies, Inc.

2,411,690

100,591,590

Urban Outfitters, Inc. (a)

724,400

20,978,624

 

281,125,096

Textiles, Apparel & Luxury Goods - 0.4%

Tumi Holdings, Inc.

122,782

3,127,258

Under Armour, Inc. Class A (sub. vtg.) (a)

413,392

40,483,479

 

43,610,737

TOTAL CONSUMER DISCRETIONARY

1,252,481,313

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - 10.2%

Beverages - 3.9%

Anheuser-Busch InBev SA NV (d)

563,405

$ 40,610,745

Brown-Forman Corp. Class B (non-vtg.)

155,000

13,384,250

Coca-Cola Bottling Co. CONSOLIDATED

59,322

3,805,506

Coca-Cola FEMSA SAB de CV sponsored ADR

40,253

4,264,805

Coca-Cola Icecek A/S

299,488

4,210,218

Companhia de Bebidas das Americas (AmBev) (PN) sponsored ADR

107,035

4,493,329

Constellation Brands, Inc. Class A (sub. vtg.) (a)

1,732,604

37,424,246

Diageo PLC sponsored ADR

408,102

41,267,274

Embotelladora Andina SA sponsored ADR

176,730

5,743,725

Molson Coors Brewing Co. Class B

621,624

25,847,126

Pernod Ricard SA

268,075

27,825,959

Remy Cointreau SA

185,083

20,627,634

The Coca-Cola Co.

3,136,246

239,358,295

 

468,863,112

Food & Staples Retailing - 1.3%

CVS Caremark Corp.

2,739,881

122,253,490

Drogasil SA

456,200

4,915,850

Safeway, Inc.

318,028

6,465,509

Wal-Mart Stores, Inc.

280,000

16,494,800

Walgreen Co.

61,082

2,141,535

 

152,271,184

Food Products - 0.6%

Bunge Ltd.

335,152

21,617,304

First Resources Ltd.

477,000

724,567

Green Mountain Coffee Roasters, Inc. (a)

92,280

4,498,650

Mead Johnson Nutrition Co. Class A

35,000

2,994,600

Nestle SA

247,488

15,162,066

Orion Corp.

4,115

3,269,789

Pilgrims Pride Corp. (d)

60,675

433,220

Unilever NV (NY Reg.)

837,761

28,777,090

 

77,477,286

Household Products - 2.3%

Colgate-Palmolive Co.

217,642

21,533,499

Procter & Gamble Co.

3,998,311

254,452,512

Spectrum Brands Holdings, Inc. (a)

116,864

4,032,977

 

280,018,988

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Personal Products - 0.3%

L'Oreal SA (d)

209,200

$ 25,170,982

Nu Skin Enterprises, Inc. Class A

195,678

10,429,637

 

35,600,619

Tobacco - 1.8%

Altria Group, Inc.

426,230

13,728,868

British American Tobacco PLC sponsored ADR

1,803,857

185,652,962

Philip Morris International, Inc.

200,998

17,991,331

Souza Cruz Industria e Comercio

300,400

4,679,000

 

222,052,161

TOTAL CONSUMER STAPLES

1,236,283,350

ENERGY - 10.9%

Energy Equipment & Services - 2.7%

Baker Hughes, Inc.

564,700

24,908,917

Cameron International Corp. (a)

764,982

39,205,328

Discovery Offshore S.A. (a)(e)

853,300

1,565,743

Ensco International Ltd. ADR

722,966

39,510,092

Forum Energy Technologies, Inc.

88,200

2,039,184

Halliburton Co.

1,059,040

36,240,349

National Oilwell Varco, Inc.

855,824

64,837,226

Noble Corp.

1,171,525

44,588,242

Ocean Rig UDW, Inc. (United States)

804,584

14,023,899

Oceaneering International, Inc.

253,518

13,089,134

Schlumberger Ltd.

550,581

40,820,075

Transocean Ltd. (United States)

123,474

6,221,855

Vantage Drilling Co. (a)

3,799,042

6,002,486

 

333,052,530

Oil, Gas & Consumable Fuels - 8.2%

Alpha Natural Resources, Inc. (a)

577,641

9,317,349

Anadarko Petroleum Corp.

966,006

70,721,299

Apache Corp.

714,791

68,577,049

BP PLC sponsored ADR

1,295,590

56,241,562

Calumet Specialty Products Partners LP

130,074

3,532,810

Cheniere Energy, Inc. (a)

193,500

3,542,985

Chevron Corp.

283,317

30,190,260

Cobalt International Energy, Inc. (a)

225,600

6,037,056

CVR Energy, Inc. (a)

257,177

7,807,894

EV Energy Partners LP

45,700

2,900,579

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Exxon Mobil Corp.

1,933,618

$ 166,948,578

Halcon Resources Corp. (a)(h)

830,000

8,134,830

Hess Corp.

617,421

32,192,331

HollyFrontier Corp.

1,289,727

39,749,386

InterOil Corp. (a)(d)

343,811

20,779,937

Kodiak Oil & Gas Corp. (a)

640,600

5,669,310

Marathon Oil Corp.

1,872,389

54,935,893

Marathon Petroleum Corp.

1,238,015

51,513,804

Midstates Petroleum Co., Inc.

297,400

4,853,568

Noble Energy, Inc.

269,964

26,812,824

Occidental Petroleum Corp.

905,255

82,577,361

QEP Resources, Inc.

490,654

15,117,050

Rockhopper Exploration PLC (a)

1,184,939

6,543,942

Royal Dutch Shell PLC Class B sponsored ADR

1,692,079

124,130,915

Suncor Energy, Inc.

1,342,300

44,342,444

Sunoco, Inc.

107,200

5,283,888

Williams Companies, Inc.

1,318,900

44,882,167

 

993,337,071

TOTAL ENERGY

1,326,389,601

FINANCIALS - 15.1%

Capital Markets - 1.5%

BlackRock, Inc. Class A

187,012

35,827,759

Credit Suisse Group

359,000

8,587,835

E*TRADE Financial Corp. (a)

597,352

6,349,852

Evercore Partners, Inc. Class A

276,410

7,305,516

ICAP PLC

873,158

5,381,195

Invesco Ltd.

899,195

22,336,004

Morgan Stanley

330,287

5,707,359

State Street Corp.

849,318

39,255,478

TD Ameritrade Holding Corp.

722,500

13,575,775

The Blackstone Group LP

1,128,900

15,307,884

UBS AG

1,388,130

17,337,143

 

176,971,800

Commercial Banks - 3.7%

CIT Group, Inc. (a)

242,630

9,183,546

Comerica, Inc.

297,067

9,512,085

FirstMerit Corp.

575,168

9,662,822

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

Huntington Bancshares, Inc.

2,192,360

$ 14,666,888

Regions Financial Corp.

1,259,800

8,491,052

SunTrust Banks, Inc.

403,134

9,788,094

Synovus Financial Corp.

4,120,760

8,653,596

U.S. Bancorp

5,639,212

181,413,450

Wells Fargo & Co.

5,854,754

195,724,426

 

447,095,959

Consumer Finance - 1.7%

Capital One Financial Corp.

2,881,067

159,841,597

SLM Corp.

3,180,746

47,170,463

 

207,012,060

Diversified Financial Services - 3.2%

African Bank Investments Ltd.

1,366,448

6,825,213

Bank of America Corp.

2,320,502

18,819,271

Citigroup, Inc.

4,691,934

155,021,499

JPMorgan Chase & Co.

4,775,945

205,270,116

NBH Holdings Corp. Class A (a)(e)

361,500

6,145,500

 

392,081,599

Insurance - 2.8%

ACE Ltd.

543,575

41,295,393

Amlin PLC

1,971,724

10,554,607

Berkshire Hathaway, Inc.:

Class A (a)

182

21,985,600

Class B (a)

246,629

19,841,303

Fairfax Financial Holdings Ltd. (sub. vtg.)

109,900

45,060,391

MetLife, Inc.

4,119,570

148,428,107

Torchmark Corp.

577,800

28,144,638

Validus Holdings Ltd.

882,561

28,683,233

 

343,993,272

Real Estate Investment Trusts - 1.8%

American Tower Corp.

1,457,415

95,577,276

Camden Property Trust (SBI)

361,656

24,473,262

Equity Lifestyle Properties, Inc.

226,400

15,834,416

Japan Retail Fund Investment Corp.

3,512

5,599,989

Prologis, Inc.

716,780

25,646,388

Sun Communities, Inc.

205,257

8,979,994

The Macerich Co.

646,933

39,831,665

 

215,942,990

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - 0.1%

BR Malls Participacoes SA

434,900

$ 5,402,740

PT Lippo Karawaci Tbk

73,357,875

6,624,997

 

12,027,737

Thrifts & Mortgage Finance - 0.3%

Ocwen Financial Corp. (a)

2,130,523

31,766,098

TOTAL FINANCIALS

1,826,891,515

HEALTH CARE - 11.2%

Biotechnology - 2.6%

Alexion Pharmaceuticals, Inc. (a)

245,678

22,189,637

Amgen, Inc.

1,756,765

124,923,559

AVEO Pharmaceuticals, Inc. (a)

61,752

710,148

Biogen Idec, Inc. (a)

527,986

70,755,404

BioMarin Pharmaceutical, Inc. (a)

579,678

20,114,827

Gilead Sciences, Inc. (a)

1,313,246

68,301,924

ONYX Pharmaceuticals, Inc. (a)

75,305

3,427,131

 

310,422,630

Health Care Equipment & Supplies - 1.7%

Baxter International, Inc.

126,726

7,021,888

Boston Scientific Corp. (a)

3,522,112

22,048,421

Covidien PLC

1,460,851

80,682,801

Edwards Lifesciences Corp. (a)

478,348

39,688,534

Mako Surgical Corp. (a)(d)

487,149

20,124,125

Quidel Corp. (a)

577,973

9,548,114

The Cooper Companies, Inc.

320,815

28,286,259

Wright Medical Group, Inc. (a)

50,181

934,872

 

208,335,014

Health Care Providers & Services - 2.8%

Catalyst Health Solutions, Inc. (a)

105,900

9,146,583

CIGNA Corp.

928,234

42,912,258

Express Scripts Holding Co. (a)

966,577

53,925,331

Henry Schein, Inc. (a)

574,187

44,063,110

McKesson Corp.

563,115

51,474,342

Omnicare, Inc.

673,480

23,464,043

UnitedHealth Group, Inc.

2,142,351

120,293,009

 

345,278,676

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Technology - 0.1%

SXC Health Solutions Corp. (a)

80,961

$ 7,342,431

Life Sciences Tools & Services - 0.3%

Agilent Technologies, Inc.

895,927

37,790,201

Pharmaceuticals - 3.7%

Allergan, Inc.

477,313

45,822,048

Eli Lilly & Co.

138,600

5,736,654

Endo Pharmaceuticals Holdings, Inc. (a)

125,000

4,392,500

GlaxoSmithKline PLC sponsored ADR

1,163,000

53,765,490

Jazz Pharmaceuticals PLC (a)

298,834

15,249,499

Merck & Co., Inc.

1,814,246

71,191,013

Optimer Pharmaceuticals, Inc. (a)

282,619

4,182,761

Pfizer, Inc.

5,877,883

134,779,857

Sanofi SA sponsored ADR

762,800

29,123,704

Shire PLC sponsored ADR

316,667

30,894,033

Valeant Pharmaceuticals International, Inc. (Canada) (a)

877,462

48,814,515

 

443,952,074

TOTAL HEALTH CARE

1,353,121,026

INDUSTRIALS - 10.4%

Aerospace & Defense - 3.4%

Honeywell International, Inc.

1,366,610

82,898,563

MTU Aero Engines Holdings AG (d)

261,602

22,032,161

Precision Castparts Corp.

401,567

70,824,372

Raytheon Co.

118,100

6,393,934

Textron, Inc.

1,891,654

50,393,663

The Boeing Co.

922,867

70,876,186

United Technologies Corp.

1,284,896

104,898,909

 

408,317,788

Building Products - 0.6%

Armstrong World Industries, Inc.

581,997

25,631,148

Lennox International, Inc.

6,500

282,100

Owens Corning (a)

1,270,999

43,658,816

Quanex Building Products Corp.

553,642

10,203,622

 

79,775,686

Commercial Services & Supplies - 0.1%

Stericycle, Inc. (a)

197,172

17,075,095

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 0.6%

Fluor Corp.

714,397

$ 41,256,427

Foster Wheeler AG (a)

1,236,642

28,442,766

 

69,699,193

Electrical Equipment - 0.5%

Regal-Beloit Corp.

577,688

39,074,816

Roper Industries, Inc.

272,577

27,775,596

 

66,850,412

Industrial Conglomerates - 1.2%

Danaher Corp.

1,540,870

83,545,971

General Electric Co.

2,315,426

45,336,041

Tyco International Ltd.

225,302

12,646,201

 

141,528,213

Machinery - 2.6%

Caterpillar, Inc.

946,694

97,291,742

Cummins, Inc.

655,985

75,982,743

Fanuc Corp.

159,500

26,901,444

Fiat Industrial SpA

1,169,104

13,263,445

Illinois Tool Works, Inc.

912,755

52,373,882

Joy Global, Inc.

333,170

23,578,441

Parker Hannifin Corp.

284,023

24,905,977

 

314,297,674

Professional Services - 0.1%

Randstad Holding NV

246,229

8,527,060

Road & Rail - 1.3%

Canadian Pacific

184,100

14,248,995

CSX Corp.

1,738,165

38,778,461

J.B. Hunt Transport Services, Inc.

171,250

9,475,263

Union Pacific Corp.

824,075

92,658,993

 

155,161,712

TOTAL INDUSTRIALS

1,261,232,833

INFORMATION TECHNOLOGY - 20.1%

Communications Equipment - 2.8%

Acme Packet, Inc. (a)

184,640

5,182,845

ADTRAN, Inc.

535,468

16,342,483

Juniper Networks, Inc. (a)

1,473,481

31,576,698

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Polycom, Inc. (a)

588,864

$ 7,814,225

QUALCOMM, Inc.

4,447,514

283,929,294

 

344,845,545

Computers & Peripherals - 7.4%

Apple, Inc. (a)

1,364,906

797,432,678

Hewlett-Packard Co.

1,343,008

33,252,878

SanDisk Corp. (a)

1,753,369

64,892,187

 

895,577,743

Internet Software & Services - 1.8%

Dice Holdings, Inc. (a)

897,201

9,671,827

eBay, Inc. (a)

838,514

34,421,000

Google, Inc. Class A (a)

131,490

79,581,693

Mail.ru Group Ltd.:

GDR (a)(e)

364,400

15,760,300

GDR (Reg. S) (a)

172,100

7,443,325

VeriSign, Inc.

1,637,318

67,310,143

 

214,188,288

IT Services - 0.8%

Accenture PLC Class A

1,496,051

97,168,512

Semiconductors & Semiconductor Equipment - 2.8%

Advanced Micro Devices, Inc. (a)

879,754

6,474,989

Analog Devices, Inc.

3,058,782

119,231,322

ASML Holding NV

188,640

9,618,754

Avago Technologies Ltd.

434,979

14,998,076

Cree, Inc. (a)

196,300

6,065,670

Fairchild Semiconductor International, Inc. (a)

916,751

12,990,362

International Rectifier Corp. (a)

1,091,490

23,827,227

Marvell Technology Group Ltd. (a)

2,345,919

35,212,244

Maxim Integrated Products, Inc.

635,200

18,789,216

Micron Technology, Inc. (a)

6,300,825

41,522,437

ON Semiconductor Corp. (a)

1,016,947

8,399,982

PMC-Sierra, Inc. (a)

752,090

5,317,276

RF Micro Devices, Inc. (a)

2,792,213

12,090,282

Skyworks Solutions, Inc. (a)

753,712

20,455,744

 

334,993,581

Software - 4.5%

Ariba, Inc. (a)

1,032,837

39,454,373

Check Point Software Technologies Ltd. (a)

976,650

56,772,665

Citrix Systems, Inc. (a)

994,021

85,098,138

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

Microsoft Corp.

10,683,655

$ 342,090,633

Oracle Corp.

784,291

23,050,312

Proofpoint, Inc.

9,700

127,070

Splunk, Inc.

11,200

380,240

 

546,973,431

TOTAL INFORMATION TECHNOLOGY

2,433,747,100

MATERIALS - 3.3%

Chemicals - 2.3%

Air Products & Chemicals, Inc.

536,230

45,842,303

E.I. du Pont de Nemours & Co.

1,430,583

76,478,967

Eastman Chemical Co.

526,903

28,436,955

Ecolab, Inc.

735,095

46,818,201

LyondellBasell Industries NV Class A

374,200

15,634,076

Sherwin-Williams Co.

332,377

39,978,306

The Mosaic Co.

607,049

32,064,328

 

285,253,136

Containers & Packaging - 0.4%

Ball Corp.

580,377

24,236,544

Rock-Tenn Co. Class A

418,630

26,093,208

 

50,329,752

Metals & Mining - 0.6%

First Quantum Minerals Ltd.

1,467,955

30,496,013

Goldcorp, Inc.

659,322

25,251,482

Ivanhoe Mines Ltd. (a)

994,300

11,606,458

 

67,353,953

TOTAL MATERIALS

402,936,841

TELECOMMUNICATION SERVICES - 1.7%

Diversified Telecommunication Services - 1.3%

CenturyLink, Inc.

2,173,897

83,825,468

Frontier Communications Corp. (d)

1,780,700

7,194,028

Verizon Communications, Inc.

1,824,528

73,674,441

 

164,693,937

Wireless Telecommunication Services - 0.4%

MetroPCS Communications, Inc. (a)

568,976

4,153,525

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

SBA Communications Corp. Class A (a)

332,800

$ 17,884,672

Sprint Nextel Corp. (a)

3,878,289

9,618,157

TIM Participacoes SA sponsored ADR

208,000

6,225,440

Vodafone Group PLC sponsored ADR

249,514

6,943,975

 

44,825,769

TOTAL TELECOMMUNICATION SERVICES

209,519,706

UTILITIES - 3.4%

Electric Utilities - 2.3%

Duke Energy Corp.

2,498,675

53,546,605

Edison International

1,359,715

59,841,057

Exelon Corp.

723,919

28,240,080

FirstEnergy Corp.

1,388,922

65,029,328

NextEra Energy, Inc.

1,078,191

69,381,591

Progress Energy, Inc.

109,035

5,802,843

 

281,841,504

Gas Utilities - 0.1%

ONEOK, Inc.

82,400

7,077,336

Independent Power Producers & Energy Traders - 0.3%

The AES Corp. (a)

2,339,764

29,293,845

Multi-Utilities - 0.7%

NiSource, Inc.

606,996

14,962,451

PG&E Corp.

486,879

21,510,314

Sempra Energy

817,345

52,914,915

 

89,387,680

TOTAL UTILITIES

407,600,365

TOTAL COMMON STOCKS

(Cost $9,324,691,204)


11,710,203,650

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.07% to 0.09% 5/24/12 (f)
(Cost $14,469,249)

$ 14,470,000


14,469,392

Money Market Funds - 4.0%

Shares

Value

Fidelity Cash Central Fund, 0.14% (b)

368,029,669

$ 368,029,669

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

112,316,589

112,316,589

TOTAL MONEY MARKET FUNDS

(Cost $480,346,258)


480,346,258

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $9,819,506,711)

12,205,019,300

NET OTHER ASSETS (LIABILITIES) - (0.7)%

(79,994,686)

NET ASSETS - 100%

$ 12,125,024,614

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

2,133 CME E-mini S&P 500 Index Contracts

June 2012

$ 148,627,440

$ 408,727

 

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 $23,471,543 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 $7,899,668.

(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 $12,097,026 or 0.1% of net assets.

Additional information on each restricted holding is as follows:

Security

Acquisition Date

Acquisition Cost

Halcon Resources Corp.

3/1/12

$ 7,470,000

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

$ 96,748

Fidelity Securities Lending Cash Central Fund

185,336

Total

$ 282,084

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 1,252,481,313

$ 1,248,519,117

$ -

$ 3,962,196

Consumer Staples

1,236,283,350

1,236,283,350

-

-

Energy

1,326,389,601

1,318,254,771

8,134,830

-

Financials

1,826,891,515

1,797,808,883

22,937,132

6,145,500

Health Care

1,353,121,026

1,353,121,026

-

-

Industrials

1,261,232,833

1,234,331,389

26,901,444

-

Information Technology

2,433,747,100

2,433,747,100

-

-

Materials

402,936,841

402,936,841

-

-

Telecommunication Services

209,519,706

209,519,706

-

-

Utilities

407,600,365

407,600,365

-

-

U.S. Government and Government Agency Obligations

14,469,392

-

14,469,392

-

Money Market Funds

480,346,258

480,346,258

-

-

Total Investments in Securities:

$ 12,205,019,300

$ 12,122,468,806

$ 72,442,798

$ 10,107,696

Derivative Instruments:

Assets

Futures Contracts

$ 408,727

$ 408,727

$ -

$ -

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

Investments in Securities:

Beginning Balance

$ 8,653,875

Total Realized Gain (Loss)

-

Total Unrealized Gain (Loss)

1,453,021

Cost of Purchases

800

Proceeds of Sales

-

Amortization/Accretion

-

Transfers in to Level 3

-

Transfers out of Level 3

-

Ending Balance

$ 10,107,696

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2012

$ 1,453,021

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 April 30, 2012, the cost of investment securities for income tax purposes was $9,853,220,232. Net unrealized appreciation aggregated $2,351,799,068, of which $2,495,576,593 related to appreciated investment securities and $143,777,525 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 these securities 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

April 30, 2012 

1.884775.100

LPV-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.5%

Shares

Value

CONSUMER DISCRETIONARY - 8.0%

Automobiles - 0.4%

General Motors Co. (a)

1,766,200

$ 40,622,600

Hotels, Restaurants & Leisure - 0.7%

McDonald's Corp.

287,900

28,055,855

Wyndham Worldwide Corp.

1,022,500

51,472,650

 

79,528,505

Household Durables - 0.8%

Garmin Ltd. (d)

1,986,305

93,614,555

Media - 1.9%

CBS Corp. Class B

1,701,700

56,751,695

News Corp. Class A

3,179,100

62,310,360

Time Warner, Inc.

836,970

31,352,896

Washington Post Co. Class B (d)

149,648

56,592,384

 

207,007,335

Multiline Retail - 2.2%

JCPenney Co., Inc. (d)

4,411,804

159,089,652

Macy's, Inc.

1,663,200

68,224,464

Target Corp.

252,187

14,611,715

 

241,925,831

Specialty Retail - 1.6%

Advance Auto Parts, Inc.

480,000

44,064,000

Foot Locker, Inc.

1,172,800

35,875,952

GameStop Corp. Class A

1,266,000

28,814,160

Home Depot, Inc.

1,347,400

69,781,846

 

178,535,958

Textiles, Apparel & Luxury Goods - 0.4%

PVH Corp.

517,800

45,980,640

TOTAL CONSUMER DISCRETIONARY

887,215,424

CONSUMER STAPLES - 8.7%

Beverages - 1.3%

Grupo Modelo SAB de CV Series C

19,852,819

140,177,524

Food & Staples Retailing - 2.2%

CVS Caremark Corp.

2,019,221

90,097,641

Safeway, Inc.

1,501,600

30,527,528

Wal-Mart Stores, Inc.

1,241,302

73,125,101

Walgreen Co.

1,602,617

56,187,752

 

249,938,022

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food Products - 2.0%

ConAgra Foods, Inc.

1,352,000

$ 34,908,640

Kraft Foods, Inc. Class A

4,707,720

187,696,796

 

222,605,436

Household Products - 2.5%

Kimberly-Clark Corp.

570,500

44,767,135

Procter & Gamble Co.

3,576,634

227,616,988

 

272,384,123

Tobacco - 0.7%

Lorillard, Inc.

312,400

42,264,596

Philip Morris International, Inc.

452,500

40,503,275

 

82,767,871

TOTAL CONSUMER STAPLES

967,872,976

ENERGY - 11.6%

Energy Equipment & Services - 1.8%

Cameron International Corp. (a)

1,164,390

59,674,988

Helmerich & Payne, Inc.

1,067,158

54,841,250

National Oilwell Varco, Inc.

1,053,500

79,813,160

 

194,329,398

Oil, Gas & Consumable Fuels - 9.8%

Alpha Natural Resources, Inc. (a)

1,752,591

28,269,293

Anadarko Petroleum Corp.

920,463

67,387,096

Apache Corp.

216,400

20,761,416

Chevron Corp.

3,692,552

393,478,341

Exxon Mobil Corp.

1,766,508

152,520,301

Marathon Oil Corp.

2,471,000

72,499,140

Marathon Petroleum Corp.

1,965,536

81,785,953

Occidental Petroleum Corp.

1,103,688

100,678,419

Royal Dutch Shell PLC Class A sponsored ADR

813,400

58,190,636

Tesoro Corp. (a)

1,315,000

30,573,750

Valero Energy Corp.

1,612,200

39,821,340

Williams Companies, Inc.

1,403,025

47,744,941

 

1,093,710,626

TOTAL ENERGY

1,288,040,024

Common Stocks - continued

Shares

Value

FINANCIALS - 25.7%

Capital Markets - 3.2%

Ameriprise Financial, Inc.

232,300

$ 12,592,983

Bank of New York Mellon Corp.

1,676,800

39,656,320

E*TRADE Financial Corp. (a)

8,819,707

93,753,485

Goldman Sachs Group, Inc.

690,550

79,516,833

Lazard Ltd. Class A

437,100

12,024,621

Morgan Stanley

1,168,837

20,197,503

State Street Corp.

2,148,962

99,325,024

 

357,066,769

Commercial Banks - 7.6%

Aozora Bank Ltd.

13,907,000

35,670,670

BB&T Corp.

2,321,100

74,368,044

Fifth Third Bancorp

2,959,442

42,112,860

KeyCorp

10,283,925

82,682,757

PNC Financial Services Group, Inc.

1,272,200

84,372,304

U.S. Bancorp

5,104,521

164,212,441

Wells Fargo & Co.

9,566,045

319,792,884

Zions Bancorporation

1,790,052

36,499,160

 

839,711,120

Consumer Finance - 1.5%

Capital One Financial Corp.

2,102,000

116,618,960

Discover Financial Services

1,662,500

56,358,750

 

172,977,710

Diversified Financial Services - 6.3%

Bank of America Corp.

7,370,132

59,771,771

Citigroup, Inc.

9,399,293

310,552,641

JPMorgan Chase & Co.

7,624,786

327,713,302

 

698,037,714

Insurance - 6.0%

ACE Ltd.

1,035,300

78,651,741

Allied World Assurance Co. Holdings Ltd.

435,200

31,316,992

Allstate Corp.

467,900

15,595,107

American International Group, Inc. (a)

1,216,800

41,407,704

Assurant, Inc.

1,178,299

47,532,582

Berkshire Hathaway, Inc. Class B (a)

1,158,030

93,163,514

Hartford Financial Services Group, Inc.

1,641,600

33,734,880

Lincoln National Corp.

1,365,200

33,816,004

MetLife, Inc.

1,181,757

42,578,705

Prudential Financial, Inc.

1,307,700

79,168,158

RenaissanceRe Holdings Ltd.

388,215

30,304,063

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

884,167

$ 64,606,083

XL Group PLC Class A

3,303,919

71,067,298

 

662,942,831

Real Estate Investment Trusts - 1.1%

American Capital Agency Corp.

1,159,800

36,232,152

Simon Property Group, Inc.

334,400

52,032,640

Weyerhaeuser Co.

1,718,951

34,997,842

 

123,262,634

TOTAL FINANCIALS

2,853,998,778

HEALTH CARE - 13.1%

Biotechnology - 1.1%

Amgen, Inc.

1,768,100

125,729,591

Health Care Equipment & Supplies - 1.0%

Boston Scientific Corp. (a)

5,698,800

35,674,488

CareFusion Corp. (a)

1,233,504

31,960,089

Zimmer Holdings, Inc.

592,500

37,286,025

 

104,920,602

Health Care Providers & Services - 1.5%

Aetna, Inc.

1,414,800

62,307,792

Omnicare, Inc.

887,101

30,906,599

UnitedHealth Group, Inc.

1,343,700

75,448,755

 

168,663,146

Life Sciences Tools & Services - 0.0%

Charles River Laboratories International, Inc. (a)

43,774

1,555,290

Pharmaceuticals - 9.5%

Eli Lilly & Co.

2,256,997

93,417,106

Johnson & Johnson

3,336,954

217,202,336

Merck & Co., Inc.

7,984,608

313,316,018

Pfizer, Inc.

18,761,022

430,190,230

 

1,054,125,690

TOTAL HEALTH CARE

1,454,994,319

Common Stocks - continued

Shares

Value

INDUSTRIALS - 6.8%

Aerospace & Defense - 1.7%

Raytheon Co.

1,094,800

$ 59,272,472

Textron, Inc.

4,994,984

133,066,374

 

192,338,846

Commercial Services & Supplies - 0.3%

Republic Services, Inc.

1,349,400

36,933,078

Construction & Engineering - 0.6%

Jacobs Engineering Group, Inc. (a)

707,136

30,993,771

KBR, Inc.

923,052

31,254,541

 

62,248,312

Industrial Conglomerates - 2.5%

General Electric Co.

14,067,521

275,442,061

Machinery - 0.8%

Cummins, Inc.

480,300

55,633,149

Parker Hannifin Corp.

386,600

33,900,954

 

89,534,103

Professional Services - 0.3%

Towers Watson & Co.

467,900

30,600,660

Road & Rail - 0.6%

Union Pacific Corp.

588,500

66,170,940

TOTAL INDUSTRIALS

753,268,000

INFORMATION TECHNOLOGY - 9.7%

Communications Equipment - 3.1%

Cisco Systems, Inc.

10,858,900

218,806,835

Comverse Technology, Inc. (a)(e)

12,823,272

82,710,104

Motorola Solutions, Inc.

791,200

40,374,936

 

341,891,875

Computers & Peripherals - 2.2%

Apple, Inc. (a)

47,000

27,459,280

Hewlett-Packard Co.

8,805,713

218,029,454

 

245,488,734

Electronic Equipment & Components - 1.1%

Corning, Inc.

6,221,006

89,271,436

Jabil Circuit, Inc.

1,281,600

30,053,520

 

119,324,956

IT Services - 0.3%

Total System Services, Inc.

1,306,600

30,731,232

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Office Electronics - 0.5%

Xerox Corp.

7,250,876

$ 56,411,815

Semiconductors & Semiconductor Equipment - 1.8%

Advanced Micro Devices, Inc. (a)

15,033,540

110,646,854

Intel Corp.

2,154,700

61,193,480

KLA-Tencor Corp.

591,700

30,857,155

 

202,697,489

Software - 0.7%

Microsoft Corp.

2,634,550

84,358,291

TOTAL INFORMATION TECHNOLOGY

1,080,904,392

MATERIALS - 2.2%

Chemicals - 0.9%

Ashland, Inc.

488,400

32,170,908

CF Industries Holdings, Inc.

153,400

29,615,404

LyondellBasell Industries NV Class A

867,700

36,252,506

 

98,038,818

Metals & Mining - 1.0%

Newmont Mining Corp.

1,536,502

73,214,320

Nucor Corp.

901,362

35,342,404

 

108,556,724

Paper & Forest Products - 0.3%

International Paper Co.

1,086,000

36,174,660

TOTAL MATERIALS

242,770,202

TELECOMMUNICATION SERVICES - 3.7%

Diversified Telecommunication Services - 3.4%

AT&T, Inc.

6,097,583

200,671,457

CenturyLink, Inc.

1,748,678

67,429,024

Verizon Communications, Inc.

2,811,286

113,519,729

 

381,620,210

Wireless Telecommunication Services - 0.3%

Vodafone Group PLC sponsored ADR

1,057,600

29,433,008

TOTAL TELECOMMUNICATION SERVICES

411,053,218

Common Stocks - continued

Shares

Value

UTILITIES - 6.0%

Electric Utilities - 4.5%

Duke Energy Corp.

3,674,900

$ 78,753,107

Edison International

1,427,300

62,815,473

Exelon Corp.

2,165,177

84,463,555

FirstEnergy Corp.

2,833,091

132,645,321

NextEra Energy, Inc.

2,243,774

144,386,857

 

503,064,313

Independent Power Producers & Energy Traders - 0.3%

The AES Corp. (a)

2,536,900

31,761,988

Multi-Utilities - 1.2%

NiSource, Inc.

1,397,600

34,450,840

Sempra Energy

1,540,865

99,755,600

 

134,206,440

TOTAL UTILITIES

669,032,741

TOTAL COMMON STOCKS

(Cost $9,111,384,908)


10,609,150,074

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.09% to 0.1% 5/24/12 to 7/12/12 (f)
(Cost $12,698,931)

$ 12,700,000


12,699,211

Money Market Funds - 5.4%

Shares

 

Fidelity Cash Central Fund, 0.14% (b)

381,875,258

381,875,258

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

214,395,119

214,395,119

TOTAL MONEY MARKET FUNDS

(Cost $596,270,377)


596,270,377

TOTAL INVESTMENT PORTFOLIO - 101.0%

(Cost $9,720,354,216)

11,218,119,662

NET OTHER ASSETS (LIABILITIES) - (1.0)%

(111,133,728)

NET ASSETS - 100%

$ 11,106,985,934

Futures Contracts

Expiration Date

Underlying Face Amount at Value

Unrealized Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

3,170 Russell 1000 Index Contracts

June 2012

$ 215,781,900

$ (131,474)

The face value of futures purchased as a percentage of net assets is 1.9%

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

(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 $6,709,468.

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

$ 163,635

Fidelity Securities Lending Cash Central Fund

206,673

Total

$ 370,308

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.

$ 102,161,310

$ -

$ 21,590,619

$ -

$ 82,710,104

Total

$ 102,161,310

$ -

$ 21,590,619

$ -

$ 82,710,104

Other Information

The following is a summary of the inputs used, as of April 30, 2012, 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

$ 887,215,424

$ 887,215,424

$ -

$ -

Consumer Staples

967,872,976

967,872,976

-

-

Energy

1,288,040,024

1,288,040,024

-

-

Financials

2,853,998,778

2,818,328,108

35,670,670

-

Health Care

1,454,994,319

1,454,994,319

-

-

Industrials

753,268,000

753,268,000

-

-

Information Technology

1,080,904,392

1,080,904,392

-

-

Materials

242,770,202

242,770,202

-

-

Telecommunication Services

411,053,218

411,053,218

-

-

Utilities

669,032,741

669,032,741

-

-

U.S. Government and Government Agency Obligations

12,699,211

-

12,699,211

-

Money Market Funds

596,270,377

596,270,377

-

-

Total Investments in Securities:

$ 11,218,119,662

$ 11,169,749,781

$ 48,369,881

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (131,474)

$ (131,474)

$ -

$ -

Income Tax Information

At April 30, 2012, the cost of investment securities for income tax purposes was $9,767,032,822. Net unrealized appreciation aggregated $1,451,086,840, of which $1,678,872,348 related to appreciated investment securities and $227,785,508 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 these securities 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 ® Telecom and
Utilities Fund

April 30, 2012 

1.800364.108

UIF-QTLY-0612

Investments April 30, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.1%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 4.7%

Media - 4.7%

Comcast Corp. Class A

808,800

$ 24,531

DISH Network Corp. Class A

287,000

9,175

Time Warner Cable, Inc.

108,000

8,689

 

42,395

ENERGY - 7.5%

Oil, Gas & Consumable Fuels - 7.5%

Atlas Energy LP

84,450

3,278

Cheniere Energy, Inc. (a)(d)

1,229,600

22,514

El Paso Corp.

351,600

10,432

Sunoco, Inc.

228,600

11,268

Williams Companies, Inc.

568,600

19,349

 

66,841

FINANCIALS - 3.1%

Real Estate Investment Trusts - 3.1%

American Tower Corp.

424,900

27,865

TELECOMMUNICATION SERVICES - 23.5%

Diversified Telecommunication Services - 20.1%

CenturyLink, Inc.

1,469,242

56,654

Frontier Communications Corp. (d)

3,124,400

12,623

tw telecom, inc. (a)

945,725

20,598

Verizon Communications, Inc.

2,240,800

90,483

 

180,358

Wireless Telecommunication Services - 3.4%

America Movil SAB de CV Series L sponsored ADR

373,041

9,942

SBA Communications Corp. Class A (a)

42,600

2,289

Sprint Nextel Corp. (a)

4,623,200

11,466

TIM Participacoes SA sponsored ADR

214,300

6,414

 

30,111

TOTAL TELECOMMUNICATION SERVICES

210,469

UTILITIES - 60.3%

Electric Utilities - 37.0%

Cheung Kong Infrastructure Holdings Ltd.

565,000

3,353

Duke Energy Corp.

2,539,400

54,419

Edison International

1,548,328

68,142

Exelon Corp.

716,981

27,969

FirstEnergy Corp.

1,563,900

73,222

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Electric Utilities - continued

ITC Holdings Corp.

117,500

$ 9,102

NextEra Energy, Inc.

1,287,500

82,851

NV Energy, Inc.

735,085

12,239

 

331,297

Gas Utilities - 3.8%

National Fuel Gas Co.

233,485

11,049

ONEOK, Inc.

269,217

23,123

 

34,172

Independent Power Producers & Energy Traders - 7.5%

Calpine Corp. (a)

1,319,820

24,747

NRG Energy, Inc. (a)

471,700

8,019

The AES Corp. (a)

2,727,900

34,153

 

66,919

Multi-Utilities - 10.4%

NiSource, Inc.

634,000

15,628

OGE Energy Corp.

161,639

8,722

PG&E Corp.

612,208

27,047

Sempra Energy

643,919

41,687

 

93,084

Water Utilities - 1.6%

American Water Works Co., Inc.

433,000

14,826

TOTAL UTILITIES

540,298

TOTAL COMMON STOCKS

(Cost $793,599)


887,868

Money Market Funds - 4.7%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.14% (b)

5,462,876

$ 5,463

Fidelity Securities Lending Cash Central Fund, 0.14% (b)(c)

36,340,650

36,341

TOTAL MONEY MARKET FUNDS

(Cost $41,804)


41,804

TOTAL INVESTMENT PORTFOLIO - 103.8%

(Cost $835,403)

929,672

NET OTHER ASSETS (LIABILITIES) - (3.8)%

(34,261)

NET ASSETS - 100%

$ 895,411

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
(Amounts in thousands)

Fidelity Cash Central Fund

$ 12

Fidelity Securities Lending Cash Central Fund

48

Total

$ 60

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 April 30, 2012, the cost of investment securities for income tax purposes was $837,704,000. Net unrealized appreciation aggregated $91,968,000, of which $100,568,000 related to appreciated investment securities and $8,600,000 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 these securities 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:

June 29, 2012

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:

June 29, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

June 29, 2012