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:

October 31, 2012

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity ® Equity-Income Fund

October 31, 2012 

1.809096.109

EQU-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 91.5%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 8.8%

Auto Components - 0.1%

Gentex Corp.

329,306

$ 5,671

Diversified Consumer Services - 0.2%

Strayer Education, Inc.

243,350

13,983

Hotels, Restaurants & Leisure - 1.1%

CEC Entertainment, Inc.

169,281

5,248

Cedar Fair LP (depository unit)

224,219

8,038

McDonald's Corp.

690,336

59,921

Texas Roadhouse, Inc. Class A

680,352

11,076

Yum! Brands, Inc.

178,417

12,509

 

96,792

Household Durables - 0.4%

KB Home

793,305

12,677

Lennar Corp. Class A

308,511

11,560

PulteGroup, Inc. (a)

640,344

11,104

 

35,341

Leisure Equipment & Products - 0.1%

Hasbro, Inc. (e)

359,660

12,944

Media - 4.4%

Comcast Corp. Class A

6,525,279

244,763

Informa PLC

352,158

2,274

Ipsos SA

45,600

1,602

Pico Far East Holdings Ltd.

3,788,000

929

PT Media Nusantara Citra Tbk

5,467,500

1,608

Time Warner, Inc.

2,837,253

123,279

 

374,455

Multiline Retail - 1.5%

Target Corp.

2,025,349

129,116

Specialty Retail - 0.9%

Autobacs Seven Co. Ltd.

24,100

989

Dunelm Group PLC

135,200

1,462

Foschini Ltd.

55,200

801

Limited Brands, Inc.

40,300

1,930

Lowe's Companies, Inc.

1,576,922

51,061

Staples, Inc.

1,361,099

15,673

USS Co. Ltd.

12,160

1,278

WH Smith PLC

336,292

3,370

 

76,564

Common Stocks - continued

Shares

Value (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.1%

Hugo Boss AG

12,400

$ 1,241

VF Corp.

23,500

3,677

 

4,918

TOTAL CONSUMER DISCRETIONARY

749,784

CONSUMER STAPLES - 10.2%

Beverages - 2.1%

Anheuser-Busch InBev SA NV

275,022

23,000

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

29,490

1,203

Dr Pepper Snapple Group, Inc.

111,981

4,798

Molson Coors Brewing Co. Class B

314,095

13,550

PepsiCo, Inc.

1,206,487

83,537

The Coca-Cola Co.

1,383,946

51,455

 

177,543

Food & Staples Retailing - 2.4%

Clicks Group Ltd.

384,360

2,650

Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.

48,504

1,445

Safeway, Inc.

2,368,219

38,626

Sysco Corp.

901,400

28,006

Wal-Mart Stores, Inc.

903,055

67,747

Walgreen Co.

2,002,962

70,564

 

209,038

Food Products - 0.8%

Hilton Food Group PLC

500,312

2,242

Kellogg Co.

1,261,791

66,017

Nestle Foods Nigeria PLC

194,336

835

 

69,094

Household Products - 3.2%

Colgate-Palmolive Co.

31,523

3,309

Kimberly-Clark Corp.

352,004

29,375

Procter & Gamble Co.

3,394,406

235,029

Reckitt Benckiser Group PLC

96,011

5,810

 

273,523

Tobacco - 1.7%

Altria Group, Inc.

1,804,139

57,372

British American Tobacco PLC:

(United Kingdom)

124,400

6,170

Common Stocks - continued

Shares

Value (000s)

CONSUMER STAPLES - continued

Tobacco - continued

British American Tobacco PLC: - continued

sponsored ADR

200,772

$ 19,949

Japan Tobacco, Inc.

134,700

3,722

KT&G Corp.

34,923

2,662

Lorillard, Inc.

206,407

23,945

Philip Morris International, Inc.

274,678

24,325

Swedish Match Co. AB

143,400

4,886

 

143,031

TOTAL CONSUMER STAPLES

872,229

ENERGY - 13.2%

Energy Equipment & Services - 1.5%

Ensco PLC Class A

250,571

14,488

Exterran Partners LP

570,106

12,816

Halliburton Co.

1,165,470

37,633

National Oilwell Varco, Inc.

231,039

17,028

Noble Corp.

841,702

31,766

Trinidad Drilling Ltd.

1,768,800

11,724

 

125,455

Oil, Gas & Consumable Fuels - 11.7%

Apache Corp.

617,403

51,090

BP PLC

565,249

4,037

BP PLC sponsored ADR

1,536,865

65,916

Buckeye Partners LP

266,530

12,905

Canadian Natural Resources Ltd.

1,157,600

34,887

Chevron Corp.

2,450,624

270,083

ENI SpA

189,600

4,363

EV Energy Partners LP

394,964

25,767

Exxon Mobil Corp.

1,800,084

164,114

Holly Energy Partners LP

178,772

11,817

HollyFrontier Corp.

600,241

23,187

Inergy Midstream LP

302,500

6,976

Legacy Reserves LP

564,400

15,346

Markwest Energy Partners LP

235,100

12,749

Penn West Petroleum Ltd. (e)

2,099,345

27,263

Pioneer Southwest Energy Partners LP

208,900

5,304

Royal Dutch Shell PLC:

Class A (United Kingdom)

163,922

5,625

Class A sponsored ADR

2,517,600

172,405

Common Stocks - continued

Shares

Value (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Suncor Energy, Inc.

932,800

$ 31,307

The Williams Companies, Inc.

1,542,225

53,962

Western Gas Partners LP

27,000

1,376

 

1,000,479

TOTAL ENERGY

1,125,934

FINANCIALS - 19.1%

Capital Markets - 3.3%

Apollo Investment Corp.

1,185,353

9,424

Ashmore Group PLC

3,436,632

20,170

BlackRock, Inc. Class A

142,500

27,029

Charles Schwab Corp.

2,785,066

37,821

FXCM, Inc. Class A

210,738

1,897

Goldman Sachs Group, Inc.

213,332

26,110

ICAP PLC

344,700

1,808

KKR & Co. LP

2,982,800

44,891

Manning & Napier, Inc. (f)

679,190

8,836

Morgan Stanley

2,838,471

49,333

The Blackstone Group LP

3,066,935

47,108

UBS AG

177,527

2,664

 

277,091

Commercial Banks - 5.7%

Aozora Bank Ltd.

355,000

1,001

Barclays PLC

731,231

2,704

BB&T Corp.

226,113

6,546

Comerica, Inc.

483,800

14,422

Cullen/Frost Bankers, Inc.

199,229

11,017

DGB Financial Group Co. Ltd.

94,370

1,194

First Niagara Financial Group, Inc.

921,207

7,628

Guaranty Trust Bank PLC

7,800,000

983

HSBC Holdings PLC (United Kingdom)

108

1

Itau Unibanco Holdings SA sponsored ADR

141,100

2,057

M&T Bank Corp.

426,422

44,391

PNC Financial Services Group, Inc.

34,700

2,019

Seven Bank Ltd.

771,300

2,203

Standard Chartered PLC (United Kingdom)

970,393

22,918

SunTrust Banks, Inc.

1,110,219

30,198

Svenska Handelsbanken AB (A Shares)

128,000

4,384

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Commercial Banks - continued

U.S. Bancorp

2,242,802

$ 74,483

Wells Fargo & Co.

7,562,850

254,792

 

482,941

Diversified Financial Services - 5.2%

Citigroup, Inc.

1,244,835

46,544

CME Group, Inc.

19,983

1,118

Inversiones La Construccion SA

96,184

1,699

JPMorgan Chase & Co.

8,097,404

337,501

KKR Financial Holdings LLC

4,506,045

46,007

London Stock Exchange Group PLC

166,000

2,613

NYSE Euronext

261,800

6,482

 

441,964

Insurance - 3.9%

ACE Ltd.

794,259

62,468

AFLAC, Inc.

654,200

32,566

Assured Guaranty Ltd.

588,380

8,173

Berkshire Hathaway, Inc. Class B (a)

221,944

19,165

Euler Hermes SA

17,223

1,187

Fairfax Financial Holdings Ltd. (sub. vtg.)

3,300

1,224

FBD Holdings PLC

86,680

1,084

Fidelity National Financial, Inc. Class A

379,087

8,116

Hanover Insurance Group, Inc.

402,598

14,538

MetLife, Inc.

3,663,370

130,013

MetLife, Inc. unit (a)

468,700

21,780

Validus Holdings Ltd.

900,352

32,233

 

332,547

Real Estate Investment Trusts - 0.9%

American Tower Corp.

30,300

2,281

Annaly Capital Management, Inc.

1,290,500

20,829

Japan Retail Fund Investment Corp.

1,091

1,988

Lexington Corporate Properties Trust

458,400

4,350

Rayonier, Inc.

248,509

12,179

Retail Properties America, Inc.

1,101,617

13,484

Two Harbors Investment Corp.

699,778

8,348

Ventas, Inc.

177,764

11,247

 

74,706

Real Estate Management & Development - 0.1%

Beazer Pre-Owned Rental Homes, Inc. (j)

393,400

7,868

Common Stocks - continued

Shares

Value (000s)

FINANCIALS - continued

Real Estate Management & Development - continued

Daito Trust Construction Co. Ltd.

23,000

$ 2,322

Relo Holdings Corp.

77,200

2,567

 

12,757

TOTAL FINANCIALS

1,622,006

HEALTH CARE - 12.9%

Biotechnology - 0.4%

Amgen, Inc.

214,325

18,549

Grifols SA ADR

72,519

1,825

PDL BioPharma, Inc. (e)

2,259,926

16,836

 

37,210

Health Care Equipment & Supplies - 0.6%

Baxter International, Inc.

147,000

9,207

Covidien PLC

460,400

25,299

St. Jude Medical, Inc.

389,238

14,892

 

49,398

Health Care Providers & Services - 2.0%

Aetna, Inc.

744,500

32,535

Brookdale Senior Living, Inc. (a)

825,600

19,369

Cardinal Health, Inc.

432,400

17,785

McKesson Corp.

90,340

8,430

Psychemedics Corp.

113,100

1,294

UnitedHealth Group, Inc.

150,700

8,439

WellPoint, Inc.

1,301,772

79,773

 

167,625

Pharmaceuticals - 9.9%

Abbott Laboratories

926,244

60,688

AstraZeneca PLC sponsored ADR

1,011,200

46,920

Eli Lilly & Co.

1,248,041

60,692

GlaxoSmithKline PLC

258,500

5,792

Johnson & Johnson

2,593,479

183,670

Merck & Co., Inc.

3,802,246

173,496

Pfizer, Inc.

8,085,901

201,096

Roche Holding AG (participation certificate)

33,942

6,527

Sanofi SA

643,726

56,537

Common Stocks - continued

Shares

Value (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Teva Pharmaceutical Industries Ltd. sponsored ADR

927,880

$ 37,505

Warner Chilcott PLC

1,159,500

13,427

 

846,350

TOTAL HEALTH CARE

1,100,583

INDUSTRIALS - 9.1%

Aerospace & Defense - 1.7%

Raytheon Co.

914,346

51,715

Rockwell Collins, Inc.

488,810

26,190

United Technologies Corp.

902,815

70,564

 

148,469

Air Freight & Logistics - 1.6%

C.H. Robinson Worldwide, Inc.

718,900

43,371

United Parcel Service, Inc. Class B

1,287,065

94,278

 

137,649

Airlines - 0.0%

Copa Holdings SA Class A

38,300

3,555

Commercial Services & Supplies - 1.2%

Corrections Corp. of America

27,250

917

Intrum Justitia AB

1,240,853

17,959

Multiplus SA

98,200

2,282

Republic Services, Inc.

2,843,374

80,610

 

101,768

Electrical Equipment - 0.3%

Emerson Electric Co.

224,128

10,855

Hubbell, Inc. Class B

41,444

3,470

Rockwell Automation, Inc.

107,985

7,673

 

21,998

Industrial Conglomerates - 2.1%

General Electric Co.

8,527,410

179,587

Koninklijke Philips Electronics NV

111,457

2,792

 

182,379

Machinery - 1.4%

Briggs & Stratton Corp.

1,323,185

26,133

Cummins, Inc.

138,690

12,979

Douglas Dynamics, Inc.

836,873

12,712

Eaton Corp.

192,500

9,090

Illinois Tool Works, Inc.

337,613

20,706

Common Stocks - continued

Shares

Value (000s)

INDUSTRIALS - continued

Machinery - continued

Muehlbauer Holding AG & Co.

43,045

$ 1,095

Stanley Black & Decker, Inc.

558,397

38,697

 

121,412

Marine - 0.0%

Irish Continental Group PLC unit

62,900

1,533

Professional Services - 0.3%

Michael Page International PLC

4,024,683

23,407

Road & Rail - 0.3%

Union Pacific Corp.

170,800

21,014

Trading Companies & Distributors - 0.2%

Watsco, Inc.

208,776

14,270

Wolseley PLC

33,600

1,469

 

15,739

TOTAL INDUSTRIALS

778,923

INFORMATION TECHNOLOGY - 7.9%

Communications Equipment - 1.2%

Cisco Systems, Inc.

5,904,126

101,197

Computers & Peripherals - 0.4%

Apple, Inc.

14,900

8,867

Hewlett-Packard Co.

1,058,015

14,654

Lexmark International, Inc. Class A (e)

248,038

5,273

 

28,794

Internet Software & Services - 0.1%

VeriSign, Inc. (a)

217,281

8,055

IT Services - 4.0%

Accenture PLC Class A

835,633

56,330

Cognizant Technology Solutions Corp. Class A (a)

710,918

47,383

Fidelity National Information Services, Inc.

143,032

4,701

IBM Corp.

235,629

45,837

Paychex, Inc.

5,201,246

168,676

Visa, Inc. Class A

148,944

20,667

 

343,594

Semiconductors & Semiconductor Equipment - 1.3%

Analog Devices, Inc.

99,500

3,891

Applied Materials, Inc.

2,112,400

22,391

KLA-Tencor Corp.

561,703

26,130

Siliconware Precision Industries Co. Ltd. sponsored ADR

3,658,448

17,561

Common Stocks - continued

Shares

Value (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Taiwan Semiconductor Manufacturing Co. Ltd.

935,000

$ 2,849

Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR

2,462,215

39,149

 

111,971

Software - 0.9%

CA Technologies, Inc.

589,200

13,269

Microsoft Corp.

2,151,503

61,393

 

74,662

TOTAL INFORMATION TECHNOLOGY

668,273

MATERIALS - 1.1%

Chemicals - 0.6%

Arkema SA

20,000

1,823

Clariant AG (Reg.)

196,072

2,099

Eastman Chemical Co.

426,900

25,290

Israel Chemicals Ltd.

172,200

2,155

LyondellBasell Industries NV Class A

62,100

3,316

PPG Industries, Inc.

155,008

18,148

 

52,831

Construction Materials - 0.0%

CRH PLC

1,040

19

Containers & Packaging - 0.1%

Sealed Air Corp.

488,100

7,917

Metals & Mining - 0.4%

ArcelorMittal SA Class A unit (e)

619,400

9,149

Commercial Metals Co.

979,617

13,480

Nucor Corp.

276,200

11,084

 

33,713

TOTAL MATERIALS

94,480

TELECOMMUNICATION SERVICES - 4.5%

Diversified Telecommunication Services - 3.6%

AT&T, Inc.

3,588,975

124,143

CenturyLink, Inc.

482,171

18,506

HKT Trust / HKT Ltd. unit

3,960,000

3,674

LG Telecom Ltd.

240,610

1,538

Nippon Telegraph & Telephone Corp.

41,000

1,875

Telenor ASA

134,400

2,643

Common Stocks - continued

Shares

Value (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

Telstra Corp. Ltd.

422,275

$ 1,815

Verizon Communications, Inc.

3,411,592

152,293

 

306,487

Wireless Telecommunication Services - 0.9%

Far EasTone Telecommunications Co. Ltd.

757,000

1,747

Vodafone Group PLC

26,947,199

73,179

 

74,926

TOTAL TELECOMMUNICATION SERVICES

381,413

UTILITIES - 4.7%

Electric Utilities - 3.2%

Duke Energy Corp.

276,857

18,187

Edison International

193,700

9,092

FirstEnergy Corp.

980,330

44,821

NextEra Energy, Inc.

764,628

53,570

Northeast Utilities

515,235

20,249

PPL Corp.

2,864,190

84,723

Southern Co.

793,025

37,145

SP AusNet unit

1,345,375

1,480

Spark Infrastructure Group unit

870,781

1,528

 

270,795

Gas Utilities - 0.0%

YESCO Co. Ltd.

39,470

1,088

Multi-Utilities - 1.5%

CMS Energy Corp.

174,400

4,241

GDF Suez

476,400

10,933

National Grid PLC

2,635,341

30,055

PG&E Corp.

712,210

30,283

Sempra Energy

709,253

49,470

 

124,982

Water Utilities - 0.0%

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

23,300

1,957

TOTAL UTILITIES

398,822

TOTAL COMMON STOCKS

(Cost $6,929,068)


7,792,447

Preferred Stocks - 2.4%

Shares

Value (000s)

Convertible Preferred Stocks - 1.5%

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

General Motors Co. 4.75%

398,716

$ 16,196

Media - 0.1%

Interpublic Group of Companies, Inc. 5.25%

7,300

7,300

TOTAL CONSUMER DISCRETIONARY

23,496

FINANCIALS - 0.3%

Commercial Banks - 0.2%

Huntington Bancshares, Inc. 8.50%

14,900

18,178

Real Estate Investment Trusts - 0.1%

Health Care REIT, Inc. Series I, 6.50%

149,000

8,344

TOTAL FINANCIALS

26,522

HEALTH CARE - 0.2%

Health Care Equipment & Supplies - 0.1%

Alere, Inc. 3.00%

41,700

8,277

Health Care Providers & Services - 0.1%

HealthSouth Corp. Series A 6.50%

12,300

12,709

TOTAL HEALTH CARE

20,986

INDUSTRIALS - 0.3%

Aerospace & Defense - 0.2%

United Technologies Corp. 7.50%

341,300

18,560

Professional Services - 0.1%

Nielsen Holdings B.V. 6.25%

149,500

8,134

TOTAL INDUSTRIALS

26,694

UTILITIES - 0.4%

Electric Utilities - 0.4%

NextEra Energy, Inc.:

5.889%

203,449

10,388

Series E, 5.599%

221,000

11,271

PPL Corp. 8.75%

149,900

8,116

 

29,775

TOTAL CONVERTIBLE PREFERRED STOCKS

127,473

Preferred Stocks - continued

Shares

Value (000s)

Nonconvertible Preferred Stocks - 0.9%

CONSUMER DISCRETIONARY - 0.6%

Automobiles - 0.6%

Volkswagen AG

228,809

$ 47,333

FINANCIALS - 0.3%

Consumer Finance - 0.3%

Ally Financial, Inc. 7.00% (g)

28,901

27,745

Diversified Financial Services - 0.0%

GMAC Capital Trust I Series 2, 8.125%

34,239

895

TOTAL FINANCIALS

28,640

TOTAL NONCONVERTIBLE PREFERRED STOCKS

75,973

TOTAL PREFERRED STOCKS

(Cost $188,997)


203,446

Corporate Bonds - 3.3%

 

Principal
Amount (000s)

 

Convertible Bonds - 2.9%

CONSUMER DISCRETIONARY - 0.0%

Hotels, Restaurants & Leisure - 0.0%

MGM Mirage, Inc. 4.25% 4/15/15

$ 4,330

4,438

ENERGY - 0.4%

Oil, Gas & Consumable Fuels - 0.4%

Amyris, Inc. 3% 2/27/17 (j)

2,101

1,445

Chesapeake Energy Corp. 2.5% 5/15/37

8,600

7,974

Massey Energy Co. 3.25% 8/1/15

12,090

11,433

Peabody Energy Corp. 4.75% 12/15/66

8,736

7,917

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

2,470

5,905

 

34,674

FINANCIALS - 0.1%

Thrifts & Mortgage Finance - 0.1%

MGIC Investment Corp. 9% 4/1/63 (d)(g)

17,382

5,747

Corporate Bonds - continued

 

Principal
Amount (000s)

Value (000s)

Convertible Bonds - continued

HEALTH CARE - 0.5%

Health Care Equipment & Supplies - 0.2%

Medtronic, Inc. 1.625% 4/15/13

$ 4,740

$ 4,764

Teleflex, Inc. 3.875% 8/1/17

5,990

7,374

 

12,138

Health Care Providers & Services - 0.3%

WellPoint, Inc. 2.75% 10/15/42 (g)

25,590

26,637

TOTAL HEALTH CARE

38,775

INDUSTRIALS - 0.4%

Commercial Services & Supplies - 0.3%

Covanta Holding Corp. 3.25% 6/1/14

17,420

21,165

Construction & Engineering - 0.1%

MasTec, Inc.:

4% 6/15/14

5,610

8,520

4.25% 12/15/14

2,180

3,412

 

11,932

TOTAL INDUSTRIALS

33,097

INFORMATION TECHNOLOGY - 1.2%

Communications Equipment - 0.1%

InterDigital, Inc. 2.5% 3/15/16

11,190

11,694

Computers & Peripherals - 0.2%

SanDisk Corp. 1.5% 8/15/17

12,890

14,348

Internet Software & Services - 0.1%

VeriSign, Inc. 3.25% 8/15/37

6,990

8,654

IT Services - 0.1%

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

6,920

7,647

Semiconductors & Semiconductor Equipment - 0.4%

GT Advanced Technologies, Inc. 3% 10/1/17

15,080

13,638

Intel Corp. 3.25% 8/1/39

5,000

6,063

Micron Technology, Inc. 3.125% 5/1/32 (g)

10,860

9,652

 

29,353

Software - 0.3%

Nuance Communications, Inc. 2.75% 11/1/31

26,800

29,195

TOTAL INFORMATION TECHNOLOGY

100,891

Corporate Bonds - continued

 

Principal
Amount (000s)

Value (000s)

Convertible Bonds - continued

MATERIALS - 0.2%

Metals & Mining - 0.2%

Goldcorp, Inc. 2% 8/1/14

$ 7,510

$ 8,974

Newmont Mining Corp. 1.25% 7/15/14

8,390

11,012

 

19,986

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

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

11,400

11,079

TOTAL CONVERTIBLE BONDS

248,687

Nonconvertible Bonds - 0.4%

CONSUMER STAPLES - 0.2%

Food & Staples Retailing - 0.2%

Rite Aid Corp.:

9.25% 3/15/20

2,635

2,688

9.5% 6/15/17

11,100

11,350

 

14,038

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Goldman Sachs Capital II 4% (h)(i)

11,520

9,105

MATERIALS - 0.1%

Paper & Forest Products - 0.1%

AbitibiBowater, Inc. 10.25% 10/15/18

6,489

7,397

TELECOMMUNICATION SERVICES - 0.0%

Wireless Telecommunication Services - 0.0%

Clearwire Communications LLC/Clearwire Finance, Inc. 12% 12/1/15 (g)

1,895

2,018

TOTAL NONCONVERTIBLE BONDS

32,558

TOTAL CORPORATE BONDS

(Cost $284,950)


281,245

Floating Rate Loans - 0.1%

 

Principal
Amount (000s)

Value (000s)

ENERGY - 0.1%

Oil, Gas & Consumable Fuels - 0.1%

Chesapeake Energy Corp. term loan 8.5% 12/2/17 (i)

$ 7,800

$ 7,810

FINANCIALS - 0.0%

Insurance - 0.0%

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

3,906

4,048

TOTAL FLOATING RATE LOANS

(Cost $11,693)


11,858

Money Market Funds - 2.7%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

208,423,441

208,423

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

17,692,110

17,692

TOTAL MONEY MARKET FUNDS

(Cost $226,115)


226,115

TOTAL INVESTMENT PORTFOLIO - 100.0%

(Cost $7,640,823)

8,515,111

NET OTHER ASSETS (LIABILITIES) - 0.0%

(2,355)

NET ASSETS - 100%

$ 8,512,756

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) Non-income producing - Security is in default.

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

(f) Affiliated company

(g) 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 $82,878,000 or 1.0% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

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

(j) 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 $9,313,000 or 0.1% 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

Beazer Pre-Owned Rental Homes, Inc.

5/3/12 - 10/23/12

$ 7,868

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

$ 260

Fidelity Securities Lending Cash Central Fund

1,554

Total

$ 1,814

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

$ -

$ 326

$ 8,836

Total

$ 6,642

$ 2,456

$ -

$ 326

$ 8,836

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 820,613

$ 813,313

$ 7,300

$ -

Consumer Staples

872,229

843,059

29,170

-

Energy

1,125,934

1,111,909

14,025

-

Financials

1,677,168

1,627,842

41,458

7,868

Health Care

1,121,569

1,046,531

75,038

-

Industrials

805,617

794,691

10,926

-

Information Technology

668,273

665,424

2,849

-

Materials

94,480

94,461

19

-

Telecommunication Services

381,413

306,359

75,054

-

Utilities

428,597

380,038

48,559

-

Corporate Bonds

281,245

-

281,245

-

Floating Rate Loans

11,858

-

11,858

-

Money Market Funds

226,115

226,115

-

-

Total Investments in Securities:

$ 8,515,111

$ 7,909,742

$ 597,501

$ 7,868

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $7,662,579,000. Net unrealized appreciation aggregated $852,532,000, of which $1,144,349,000 related to appreciated investment securities and $291,817,000 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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 generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For corporate bonds and floating rate loans, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. 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 ® Large Cap Growth Fund

October 31, 2012 

1.809091.109

LCG-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

CONSUMER DISCRETIONARY - 17.4%

Automobiles - 0.4%

Harley-Davidson, Inc.

13,200

$ 617,232

Tesla Motors, Inc. (a)

2,500

70,325

 

687,557

Hotels, Restaurants & Leisure - 2.3%

Brinker International, Inc.

12,375

381,150

Las Vegas Sands Corp.

14,557

676,027

McDonald's Corp.

13,078

1,135,170

Starbucks Corp.

22,065

1,012,784

Texas Roadhouse, Inc. Class A

44,326

721,627

 

3,926,758

Household Durables - 1.4%

Toll Brothers, Inc. (a)

24,609

812,343

Whirlpool Corp.

15,200

1,484,736

 

2,297,079

Internet & Catalog Retail - 1.7%

Amazon.com, Inc. (a)

8,350

1,944,047

Priceline.com, Inc. (a)

1,712

982,294

 

2,926,341

Media - 2.5%

Comcast Corp. Class A

86,351

3,239,026

Discovery Communications, Inc. (a)

14,982

884,238

 

4,123,264

Specialty Retail - 6.0%

American Eagle Outfitters, Inc.

14,040

293,015

Ascena Retail Group, Inc. (a)

33,517

663,637

AutoZone, Inc. (a)

2,176

816,000

Dick's Sporting Goods, Inc.

15,300

765,000

DSW, Inc. Class A

15,516

971,146

Francescas Holdings Corp. (a)

8,500

251,005

GNC Holdings, Inc.

24,032

929,317

Home Depot, Inc.

57,458

3,526,772

Limited Brands, Inc.

16,399

785,348

Lowe's Companies, Inc.

28,694

929,112

TJX Companies, Inc.

6,065

252,486

 

10,182,838

Textiles, Apparel & Luxury Goods - 3.1%

lululemon athletica, Inc. (a)

13,461

928,944

Michael Kors Holdings Ltd.

22,030

1,204,821

NIKE, Inc. Class B

13,300

1,215,354

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

PVH Corp.

10,400

$ 1,143,896

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

14,600

762,996

 

5,256,011

TOTAL CONSUMER DISCRETIONARY

29,399,848

CONSUMER STAPLES - 11.2%

Beverages - 3.9%

Anheuser-Busch InBev SA NV

5,100

426,519

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

36,927

1,305,000

Dr Pepper Snapple Group, Inc.

22,790

976,552

Monster Beverage Corp. (a)

7,107

317,470

PepsiCo, Inc.

12,673

877,479

The Coca-Cola Co.

72,876

2,709,530

 

6,612,550

Food & Staples Retailing - 2.8%

CVS Caremark Corp.

34,550

1,603,120

Wal-Mart Stores, Inc.

41,556

3,117,531

 

4,720,651

Food Products - 0.6%

Kraft Foods Group, Inc. (a)

6,500

295,620

Mondelez International, Inc. (a)

30,400

806,816

 

1,102,436

Household Products - 1.9%

Colgate-Palmolive Co.

5,664

594,493

Kimberly-Clark Corp.

14,842

1,238,565

Procter & Gamble Co.

19,400

1,343,256

 

3,176,314

Tobacco - 2.0%

Altria Group, Inc.

69,664

2,215,315

Lorillard, Inc.

10,133

1,175,529

 

3,390,844

TOTAL CONSUMER STAPLES

19,002,795

ENERGY - 4.3%

Energy Equipment & Services - 1.8%

Cameron International Corp. (a)

14,570

737,825

Common Stocks - continued

Shares

Value

ENERGY - continued

Energy Equipment & Services - continued

National Oilwell Varco, Inc.

15,014

$ 1,106,532

Schlumberger Ltd.

18,375

1,277,614

 

3,121,971

Oil, Gas & Consumable Fuels - 2.5%

Marathon Petroleum Corp.

14,260

783,302

Noble Energy, Inc.

6,448

612,624

Phillips 66

5,356

252,589

Pioneer Natural Resources Co.

7,400

781,810

The Williams Companies, Inc.

51,804

1,812,622

 

4,242,947

TOTAL ENERGY

7,364,918

FINANCIALS - 5.2%

Commercial Banks - 1.7%

M&T Bank Corp.

6,832

711,211

SunTrust Banks, Inc.

18,842

512,502

U.S. Bancorp

22,745

755,361

Wells Fargo & Co.

27,651

931,562

 

2,910,636

Consumer Finance - 1.0%

Capital One Financial Corp.

10,700

643,819

SLM Corp.

57,909

1,018,040

 

1,661,859

Diversified Financial Services - 0.8%

Citigroup, Inc.

35,336

1,321,213

Real Estate Investment Trusts - 1.1%

American Tower Corp.

12,132

913,418

CBL & Associates Properties, Inc.

28,200

630,834

Home Properties, Inc.

6,500

395,135

 

1,939,387

Real Estate Management & Development - 0.6%

CBRE Group, Inc. (a)

31,696

571,162

Realogy Holdings Corp.

11,900

422,926

 

994,088

TOTAL FINANCIALS

8,827,183

Common Stocks - continued

Shares

Value

HEALTH CARE - 12.7%

Biotechnology - 5.1%

Achillion Pharmaceuticals, Inc. (a)

32,500

$ 306,800

ADVENTRX Pharmaceuticals, Inc. (a)

57,874

36,455

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

39,587

1,976

Alkermes PLC (a)

6,900

127,857

Amgen, Inc.

37,900

3,280,056

ARIAD Pharmaceuticals, Inc. (a)

10,580

227,999

Biogen Idec, Inc. (a)

6,300

870,786

BioMarin Pharmaceutical, Inc. (a)

17,100

633,384

Dynavax Technologies Corp. (a)

57,500

238,050

Gilead Sciences, Inc. (a)

28,637

1,923,261

Theravance, Inc. (a)

19,899

447,926

Vertex Pharmaceuticals, Inc. (a)

10,900

525,816

 

8,620,366

Health Care Equipment & Supplies - 1.1%

C.R. Bard, Inc.

5,055

486,240

The Cooper Companies, Inc.

15,100

1,449,298

 

1,935,538

Health Care Providers & Services - 3.7%

Brookdale Senior Living, Inc. (a)

80,583

1,890,477

Catamaran Corp. (a)

12,530

588,393

Express Scripts Holding Co. (a)

27,876

1,715,489

Laboratory Corp. of America Holdings (a)

14,921

1,264,256

Qualicorp SA (a)

69,000

707,988

 

6,166,603

Pharmaceuticals - 2.8%

Elan Corp. PLC sponsored ADR (a)

60,002

648,022

Eli Lilly & Co.

15,637

760,427

GlaxoSmithKline PLC sponsored ADR

8,900

399,610

Johnson & Johnson

5,050

357,641

Merck & Co., Inc.

17,752

810,024

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

9,100

508,416

ViroPharma, Inc. (a)

4,200

106,050

Watson Pharmaceuticals, Inc. (a)

13,366

1,148,808

 

4,738,998

TOTAL HEALTH CARE

21,461,505

Common Stocks - continued

Shares

Value

INDUSTRIALS - 10.4%

Aerospace & Defense - 2.3%

Raytheon Co.

5,600

$ 316,736

Textron, Inc.

43,950

1,107,980

United Technologies Corp.

31,799

2,485,410

 

3,910,126

Air Freight & Logistics - 1.1%

United Parcel Service, Inc. Class B

25,600

1,875,200

Construction & Engineering - 1.3%

Fluor Corp.

10,721

598,768

Foster Wheeler AG (a)

25,104

559,066

Quanta Services, Inc. (a)

42,060

1,090,616

 

2,248,450

Electrical Equipment - 0.4%

Regal-Beloit Corp.

10,500

684,390

Industrial Conglomerates - 0.5%

Carlisle Companies, Inc.

15,058

836,472

Machinery - 2.0%

Caterpillar, Inc.

5,665

480,449

Cummins, Inc.

10,600

991,948

Dover Corp.

9,005

524,271

Ingersoll-Rand PLC

19,150

900,625

Snap-On, Inc.

6,478

500,944

 

3,398,237

Marine - 0.1%

Kirby Corp. (a)

2,991

171,923

Professional Services - 0.5%

Nielsen Holdings B.V. (a)

17,034

492,623

Randstad Holding NV

9,900

323,171

 

815,794

Road & Rail - 1.3%

Union Pacific Corp.

17,000

2,091,510

Trading Companies & Distributors - 0.9%

Watsco, Inc.

13,293

908,577

WESCO International, Inc. (a)

8,918

578,600

 

1,487,177

TOTAL INDUSTRIALS

17,519,279

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 31.5%

Communications Equipment - 2.7%

Motorola Solutions, Inc.

28,389

$ 1,467,144

QUALCOMM, Inc.

51,900

3,040,043

 

4,507,187

Computers & Peripherals - 8.6%

Apple, Inc.

24,340

14,484,730

Fusion-io, Inc. (a)

4,100

96,760

 

14,581,490

Internet Software & Services - 4.8%

eBay, Inc. (a)

40,000

1,931,600

Facebook, Inc.:

Class A

28,801

608,133

Class B (a)(e)

6,574

124,929

Google, Inc. Class A (a)

8,098

5,504,777

 

8,169,439

IT Services - 5.9%

Accenture PLC Class A

29,710

2,002,751

Cognizant Technology Solutions Corp. Class A (a)

3,512

234,075

IBM Corp.

11,354

2,208,694

MasterCard, Inc. Class A

4,033

1,858,931

Total System Services, Inc.

26,092

586,809

Visa, Inc. Class A

22,000

3,052,720

 

9,943,980

Semiconductors & Semiconductor Equipment - 2.2%

ASML Holding NV (Netherlands)

13,800

758,617

Avago Technologies Ltd.

24,700

815,841

Broadcom Corp. Class A

37,010

1,167,110

Mellanox Technologies Ltd. (a)

2,700

207,819

NXP Semiconductors NV (a)

29,669

719,770

 

3,669,157

Software - 7.3%

Allot Communications Ltd. (a)

11,700

273,312

Aspen Technology, Inc. (a)

16,967

420,442

Citrix Systems, Inc. (a)

9,700

599,557

Guidewire Software, Inc.

9,704

297,331

Microsoft Corp.

135,562

3,868,262

Nuance Communications, Inc. (a)

39,101

870,388

Oracle Corp.

117,717

3,655,113

salesforce.com, Inc. (a)

11,950

1,744,461

Splunk, Inc.

2,900

81,345

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

VMware, Inc. Class A (a)

5,787

$ 490,564

Workday, Inc.

2,000

97,000

 

12,397,775

TOTAL INFORMATION TECHNOLOGY

53,269,028

MATERIALS - 3.9%

Chemicals - 2.7%

Ashland, Inc.

12,128

862,907

Eastman Chemical Co.

19,594

1,160,749

LyondellBasell Industries NV Class A

17,651

942,387

Monsanto Co.

18,700

1,609,509

 

4,575,552

Construction Materials - 0.6%

Lafarge SA (Bearer)

17,800

1,042,369

Metals & Mining - 0.6%

Commercial Metals Co.

66,847

919,815

TOTAL MATERIALS

6,537,736

TELECOMMUNICATION SERVICES - 1.1%

Wireless Telecommunication Services - 1.1%

SBA Communications Corp. Class A (a)

17,271

1,150,767

Vodafone Group PLC sponsored ADR

27,000

734,940

 

1,885,707

TOTAL COMMON STOCKS

(Cost $148,329,468)


165,267,999

Money Market Funds - 3.2%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

4,547,002

$ 4,547,002

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

772,125

772,125

TOTAL MONEY MARKET FUNDS

(Cost $5,319,127)


5,319,127

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $153,648,595)

170,587,126

NET OTHER ASSETS (LIABILITIES) - (0.9)%

(1,443,270)

NET ASSETS - 100%

$ 169,143,856

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 $124,929 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

$ 5,878

Fidelity Securities Lending Cash Central Fund

22,593

Total

$ 28,471

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 29,399,848

$ 29,399,848

$ -

$ -

Consumer Staples

19,002,795

18,576,276

426,519

-

Energy

7,364,918

7,364,918

-

-

Financials

8,827,183

8,827,183

-

-

Health Care

21,461,505

21,459,529

1,976

-

Industrials

17,519,279

17,519,279

-

-

Information Technology

53,269,028

52,385,482

883,546

-

Materials

6,537,736

6,537,736

-

-

Telecommunication Services

1,885,707

1,885,707

-

-

Money Market Funds

5,319,127

5,319,127

-

-

Total Investments in Securities:

$ 170,587,126

$ 169,275,085

$ 1,312,041

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $154,048,252. Net unrealized appreciation aggregated $16,538,874, of which $19,847,678 related to appreciated investment securities and $3,308,804 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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® Large Cap
Growth Fund
Class A
Class T
Class B
Class C
Institutional Class

October 31, 2012

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

1.859107.106

ALCG-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%

Shares

Value

CONSUMER DISCRETIONARY - 17.4%

Automobiles - 0.4%

Harley-Davidson, Inc.

13,200

$ 617,232

Tesla Motors, Inc. (a)

2,500

70,325

 

687,557

Hotels, Restaurants & Leisure - 2.3%

Brinker International, Inc.

12,375

381,150

Las Vegas Sands Corp.

14,557

676,027

McDonald's Corp.

13,078

1,135,170

Starbucks Corp.

22,065

1,012,784

Texas Roadhouse, Inc. Class A

44,326

721,627

 

3,926,758

Household Durables - 1.4%

Toll Brothers, Inc. (a)

24,609

812,343

Whirlpool Corp.

15,200

1,484,736

 

2,297,079

Internet & Catalog Retail - 1.7%

Amazon.com, Inc. (a)

8,350

1,944,047

Priceline.com, Inc. (a)

1,712

982,294

 

2,926,341

Media - 2.5%

Comcast Corp. Class A

86,351

3,239,026

Discovery Communications, Inc. (a)

14,982

884,238

 

4,123,264

Specialty Retail - 6.0%

American Eagle Outfitters, Inc.

14,040

293,015

Ascena Retail Group, Inc. (a)

33,517

663,637

AutoZone, Inc. (a)

2,176

816,000

Dick's Sporting Goods, Inc.

15,300

765,000

DSW, Inc. Class A

15,516

971,146

Francescas Holdings Corp. (a)

8,500

251,005

GNC Holdings, Inc.

24,032

929,317

Home Depot, Inc.

57,458

3,526,772

Limited Brands, Inc.

16,399

785,348

Lowe's Companies, Inc.

28,694

929,112

TJX Companies, Inc.

6,065

252,486

 

10,182,838

Textiles, Apparel & Luxury Goods - 3.1%

lululemon athletica, Inc. (a)

13,461

928,944

Michael Kors Holdings Ltd.

22,030

1,204,821

NIKE, Inc. Class B

13,300

1,215,354

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

PVH Corp.

10,400

$ 1,143,896

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

14,600

762,996

 

5,256,011

TOTAL CONSUMER DISCRETIONARY

29,399,848

CONSUMER STAPLES - 11.2%

Beverages - 3.9%

Anheuser-Busch InBev SA NV

5,100

426,519

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

36,927

1,305,000

Dr Pepper Snapple Group, Inc.

22,790

976,552

Monster Beverage Corp. (a)

7,107

317,470

PepsiCo, Inc.

12,673

877,479

The Coca-Cola Co.

72,876

2,709,530

 

6,612,550

Food & Staples Retailing - 2.8%

CVS Caremark Corp.

34,550

1,603,120

Wal-Mart Stores, Inc.

41,556

3,117,531

 

4,720,651

Food Products - 0.6%

Kraft Foods Group, Inc. (a)

6,500

295,620

Mondelez International, Inc. (a)

30,400

806,816

 

1,102,436

Household Products - 1.9%

Colgate-Palmolive Co.

5,664

594,493

Kimberly-Clark Corp.

14,842

1,238,565

Procter & Gamble Co.

19,400

1,343,256

 

3,176,314

Tobacco - 2.0%

Altria Group, Inc.

69,664

2,215,315

Lorillard, Inc.

10,133

1,175,529

 

3,390,844

TOTAL CONSUMER STAPLES

19,002,795

ENERGY - 4.3%

Energy Equipment & Services - 1.8%

Cameron International Corp. (a)

14,570

737,825

Common Stocks - continued

Shares

Value

ENERGY - continued

Energy Equipment & Services - continued

National Oilwell Varco, Inc.

15,014

$ 1,106,532

Schlumberger Ltd.

18,375

1,277,614

 

3,121,971

Oil, Gas & Consumable Fuels - 2.5%

Marathon Petroleum Corp.

14,260

783,302

Noble Energy, Inc.

6,448

612,624

Phillips 66

5,356

252,589

Pioneer Natural Resources Co.

7,400

781,810

The Williams Companies, Inc.

51,804

1,812,622

 

4,242,947

TOTAL ENERGY

7,364,918

FINANCIALS - 5.2%

Commercial Banks - 1.7%

M&T Bank Corp.

6,832

711,211

SunTrust Banks, Inc.

18,842

512,502

U.S. Bancorp

22,745

755,361

Wells Fargo & Co.

27,651

931,562

 

2,910,636

Consumer Finance - 1.0%

Capital One Financial Corp.

10,700

643,819

SLM Corp.

57,909

1,018,040

 

1,661,859

Diversified Financial Services - 0.8%

Citigroup, Inc.

35,336

1,321,213

Real Estate Investment Trusts - 1.1%

American Tower Corp.

12,132

913,418

CBL & Associates Properties, Inc.

28,200

630,834

Home Properties, Inc.

6,500

395,135

 

1,939,387

Real Estate Management & Development - 0.6%

CBRE Group, Inc. (a)

31,696

571,162

Realogy Holdings Corp.

11,900

422,926

 

994,088

TOTAL FINANCIALS

8,827,183

Common Stocks - continued

Shares

Value

HEALTH CARE - 12.7%

Biotechnology - 5.1%

Achillion Pharmaceuticals, Inc. (a)

32,500

$ 306,800

ADVENTRX Pharmaceuticals, Inc. (a)

57,874

36,455

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

39,587

1,976

Alkermes PLC (a)

6,900

127,857

Amgen, Inc.

37,900

3,280,056

ARIAD Pharmaceuticals, Inc. (a)

10,580

227,999

Biogen Idec, Inc. (a)

6,300

870,786

BioMarin Pharmaceutical, Inc. (a)

17,100

633,384

Dynavax Technologies Corp. (a)

57,500

238,050

Gilead Sciences, Inc. (a)

28,637

1,923,261

Theravance, Inc. (a)

19,899

447,926

Vertex Pharmaceuticals, Inc. (a)

10,900

525,816

 

8,620,366

Health Care Equipment & Supplies - 1.1%

C.R. Bard, Inc.

5,055

486,240

The Cooper Companies, Inc.

15,100

1,449,298

 

1,935,538

Health Care Providers & Services - 3.7%

Brookdale Senior Living, Inc. (a)

80,583

1,890,477

Catamaran Corp. (a)

12,530

588,393

Express Scripts Holding Co. (a)

27,876

1,715,489

Laboratory Corp. of America Holdings (a)

14,921

1,264,256

Qualicorp SA (a)

69,000

707,988

 

6,166,603

Pharmaceuticals - 2.8%

Elan Corp. PLC sponsored ADR (a)

60,002

648,022

Eli Lilly & Co.

15,637

760,427

GlaxoSmithKline PLC sponsored ADR

8,900

399,610

Johnson & Johnson

5,050

357,641

Merck & Co., Inc.

17,752

810,024

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

9,100

508,416

ViroPharma, Inc. (a)

4,200

106,050

Watson Pharmaceuticals, Inc. (a)

13,366

1,148,808

 

4,738,998

TOTAL HEALTH CARE

21,461,505

Common Stocks - continued

Shares

Value

INDUSTRIALS - 10.4%

Aerospace & Defense - 2.3%

Raytheon Co.

5,600

$ 316,736

Textron, Inc.

43,950

1,107,980

United Technologies Corp.

31,799

2,485,410

 

3,910,126

Air Freight & Logistics - 1.1%

United Parcel Service, Inc. Class B

25,600

1,875,200

Construction & Engineering - 1.3%

Fluor Corp.

10,721

598,768

Foster Wheeler AG (a)

25,104

559,066

Quanta Services, Inc. (a)

42,060

1,090,616

 

2,248,450

Electrical Equipment - 0.4%

Regal-Beloit Corp.

10,500

684,390

Industrial Conglomerates - 0.5%

Carlisle Companies, Inc.

15,058

836,472

Machinery - 2.0%

Caterpillar, Inc.

5,665

480,449

Cummins, Inc.

10,600

991,948

Dover Corp.

9,005

524,271

Ingersoll-Rand PLC

19,150

900,625

Snap-On, Inc.

6,478

500,944

 

3,398,237

Marine - 0.1%

Kirby Corp. (a)

2,991

171,923

Professional Services - 0.5%

Nielsen Holdings B.V. (a)

17,034

492,623

Randstad Holding NV

9,900

323,171

 

815,794

Road & Rail - 1.3%

Union Pacific Corp.

17,000

2,091,510

Trading Companies & Distributors - 0.9%

Watsco, Inc.

13,293

908,577

WESCO International, Inc. (a)

8,918

578,600

 

1,487,177

TOTAL INDUSTRIALS

17,519,279

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - 31.5%

Communications Equipment - 2.7%

Motorola Solutions, Inc.

28,389

$ 1,467,144

QUALCOMM, Inc.

51,900

3,040,043

 

4,507,187

Computers & Peripherals - 8.6%

Apple, Inc.

24,340

14,484,730

Fusion-io, Inc. (a)

4,100

96,760

 

14,581,490

Internet Software & Services - 4.8%

eBay, Inc. (a)

40,000

1,931,600

Facebook, Inc.:

Class A

28,801

608,133

Class B (a)(e)

6,574

124,929

Google, Inc. Class A (a)

8,098

5,504,777

 

8,169,439

IT Services - 5.9%

Accenture PLC Class A

29,710

2,002,751

Cognizant Technology Solutions Corp. Class A (a)

3,512

234,075

IBM Corp.

11,354

2,208,694

MasterCard, Inc. Class A

4,033

1,858,931

Total System Services, Inc.

26,092

586,809

Visa, Inc. Class A

22,000

3,052,720

 

9,943,980

Semiconductors & Semiconductor Equipment - 2.2%

ASML Holding NV (Netherlands)

13,800

758,617

Avago Technologies Ltd.

24,700

815,841

Broadcom Corp. Class A

37,010

1,167,110

Mellanox Technologies Ltd. (a)

2,700

207,819

NXP Semiconductors NV (a)

29,669

719,770

 

3,669,157

Software - 7.3%

Allot Communications Ltd. (a)

11,700

273,312

Aspen Technology, Inc. (a)

16,967

420,442

Citrix Systems, Inc. (a)

9,700

599,557

Guidewire Software, Inc.

9,704

297,331

Microsoft Corp.

135,562

3,868,262

Nuance Communications, Inc. (a)

39,101

870,388

Oracle Corp.

117,717

3,655,113

salesforce.com, Inc. (a)

11,950

1,744,461

Splunk, Inc.

2,900

81,345

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Software - continued

VMware, Inc. Class A (a)

5,787

$ 490,564

Workday, Inc.

2,000

97,000

 

12,397,775

TOTAL INFORMATION TECHNOLOGY

53,269,028

MATERIALS - 3.9%

Chemicals - 2.7%

Ashland, Inc.

12,128

862,907

Eastman Chemical Co.

19,594

1,160,749

LyondellBasell Industries NV Class A

17,651

942,387

Monsanto Co.

18,700

1,609,509

 

4,575,552

Construction Materials - 0.6%

Lafarge SA (Bearer)

17,800

1,042,369

Metals & Mining - 0.6%

Commercial Metals Co.

66,847

919,815

TOTAL MATERIALS

6,537,736

TELECOMMUNICATION SERVICES - 1.1%

Wireless Telecommunication Services - 1.1%

SBA Communications Corp. Class A (a)

17,271

1,150,767

Vodafone Group PLC sponsored ADR

27,000

734,940

 

1,885,707

TOTAL COMMON STOCKS

(Cost $148,329,468)


165,267,999

Money Market Funds - 3.2%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

4,547,002

$ 4,547,002

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

772,125

772,125

TOTAL MONEY MARKET FUNDS

(Cost $5,319,127)


5,319,127

TOTAL INVESTMENT PORTFOLIO - 100.9%

(Cost $153,648,595)

170,587,126

NET OTHER ASSETS (LIABILITIES) - (0.9)%

(1,443,270)

NET ASSETS - 100%

$ 169,143,856

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 $124,929 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

$ 5,878

Fidelity Securities Lending Cash Central Fund

22,593

Total

$ 28,471

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 29,399,848

$ 29,399,848

$ -

$ -

Consumer Staples

19,002,795

18,576,276

426,519

-

Energy

7,364,918

7,364,918

-

-

Financials

8,827,183

8,827,183

-

-

Health Care

21,461,505

21,459,529

1,976

-

Industrials

17,519,279

17,519,279

-

-

Information Technology

53,269,028

52,385,482

883,546

-

Materials

6,537,736

6,537,736

-

-

Telecommunication Services

1,885,707

1,885,707

-

-

Money Market Funds

5,319,127

5,319,127

-

-

Total Investments in Securities:

$ 170,587,126

$ 169,275,085

$ 1,312,041

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $154,048,252. Net unrealized appreciation aggregated $16,538,874, of which $19,847,678 related to appreciated investment securities and $3,308,804 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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 Growth Fund

October 31, 2012 

1.809081.109


MCG-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.2%

Shares

Value

CONSUMER DISCRETIONARY - 25.0%

Distributors - 1.6%

LKQ Corp. (a)

175,900

$ 3,674,551

Hotels, Restaurants & Leisure - 2.3%

BJ's Restaurants, Inc. (a)

15,200

502,360

Buffalo Wild Wings, Inc. (a)

11,500

873,425

Domino's Pizza, Inc.

24,300

987,066

Panera Bread Co. Class A (a)

17,700

2,984,928

 

5,347,779

Household Durables - 4.4%

Jarden Corp.

61,400

3,057,720

Newell Rubbermaid, Inc.

73,200

1,510,848

NVR, Inc. (a)

2,600

2,349,724

Ryland Group, Inc.

22,500

762,075

Tupperware Brands Corp.

40,500

2,393,550

 

10,073,917

Leisure Equipment & Products - 0.4%

Polaris Industries, Inc.

11,300

954,850

Multiline Retail - 1.0%

Dollar General Corp. (a)

24,300

1,181,466

Dollar Tree, Inc. (a)

26,900

1,072,503

 

2,253,969

Specialty Retail - 11.9%

Abercrombie & Fitch Co. Class A

14,100

431,178

Ascena Retail Group, Inc. (a)

94,700

1,875,060

CarMax, Inc. (a)

31,400

1,059,750

Dick's Sporting Goods, Inc.

72,000

3,600,000

Hibbett Sports, Inc. (a)

21,300

1,149,987

Limited Brands, Inc.

19,600

938,644

O'Reilly Automotive, Inc. (a)

12,200

1,045,296

PetSmart, Inc.

36,200

2,403,318

Ross Stores, Inc.

25,600

1,560,320

Sally Beauty Holdings, Inc. (a)

94,100

2,265,928

Signet Jewelers Ltd.

53,100

2,748,456

Tractor Supply Co.

45,700

4,398,168

Urban Outfitters, Inc. (a)

19,000

679,440

Vitamin Shoppe, Inc. (a)

21,000

1,202,040

Williams-Sonoma, Inc.

39,500

1,826,085

 

27,183,670

Textiles, Apparel & Luxury Goods - 3.4%

Hanesbrands, Inc. (a)

57,200

1,914,484

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

PVH Corp.

29,400

$ 3,233,706

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

50,200

2,623,452

 

7,771,642

TOTAL CONSUMER DISCRETIONARY

57,260,378

CONSUMER STAPLES - 7.1%

Beverages - 1.8%

Beam, Inc.

38,500

2,139,060

Dr Pepper Snapple Group, Inc.

26,100

1,118,385

Monster Beverage Corp. (a)

20,200

902,334

 

4,159,779

Food & Staples Retailing - 1.7%

United Natural Foods, Inc. (a)

41,000

2,182,840

Whole Foods Market, Inc.

19,000

1,799,870

 

3,982,710

Food Products - 1.4%

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

14,200

343,072

The J.M. Smucker Co.

12,900

1,104,756

TreeHouse Foods, Inc. (a)

31,000

1,660,050

 

3,107,878

Household Products - 2.2%

Church & Dwight Co., Inc.

98,400

4,994,780

TOTAL CONSUMER STAPLES

16,245,147

ENERGY - 5.4%

Energy Equipment & Services - 2.5%

Cameron International Corp. (a)

39,100

1,980,024

Dresser-Rand Group, Inc. (a)

21,700

1,118,201

Ensco PLC Class A

13,900

803,698

Helmerich & Payne, Inc.

13,500

645,300

Petrofac Ltd.

21,500

556,518

Rowan Companies PLC (a)

19,700

624,687

 

5,728,428

Oil, Gas & Consumable Fuels - 2.9%

Atlas Pipeline Partners, LP

16,100

569,618

Cabot Oil & Gas Corp.

47,400

2,226,852

HollyFrontier Corp.

8,900

343,807

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Pioneer Natural Resources Co.

20,000

$ 2,113,000

SM Energy Co.

13,400

722,528

WPX Energy, Inc.

41,500

703,010

 

6,678,815

TOTAL ENERGY

12,407,243

FINANCIALS - 7.2%

Capital Markets - 1.4%

Affiliated Managers Group, Inc. (a)

6,700

847,550

AURELIUS AG

4,400

224,587

Invesco Ltd.

27,100

659,072

KKR & Co. LP

35,700

537,285

Monex Group, Inc.

1,751

297,865

TD Ameritrade Holding Corp.

38,100

597,789

 

3,164,148

Commercial Banks - 0.3%

CIT Group, Inc. (a)

16,800

625,296

Consumer Finance - 0.9%

Capital One Financial Corp.

20,500

1,233,485

SLM Corp.

44,700

785,826

 

2,019,311

Diversified Financial Services - 0.4%

Interactive Brokers Group, Inc.

67,200

957,600

Insurance - 0.0%

Brasil Insurance Participacoes e Administracao SA

11,100

98,045

Validus Holdings Ltd.

50

1,790

 

99,835

Real Estate Investment Trusts - 3.2%

Apartment Investment & Management Co. Class A

40,724

1,086,924

Equity One, Inc.

65,767

1,374,530

Essex Property Trust, Inc.

8,385

1,257,750

Highwoods Properties, Inc. (SBI)

40,196

1,296,321

Rayonier, Inc.

18,815

922,123

Sovran Self Storage, Inc.

6,497

375,527

Weyerhaeuser Co.

32,225

892,310

 

7,205,485

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - 0.5%

Altisource Portfolio Solutions SA (a)

3,900

$ 442,650

CBRE Group, Inc. (a)

40,829

735,739

 

1,178,389

Thrifts & Mortgage Finance - 0.5%

Ocwen Financial Corp. (a)

30,200

1,164,814

TOTAL FINANCIALS

16,414,878

HEALTH CARE - 12.3%

Biotechnology - 3.5%

BioMarin Pharmaceutical, Inc. (a)

13,300

492,632

Grifols SA ADR

40,100

1,008,916

Medivation, Inc. (a)

6,100

311,832

Onyx Pharmaceuticals, Inc. (a)

3,800

297,768

Regeneron Pharmaceuticals, Inc. (a)

12,600

1,792,980

United Therapeutics Corp. (a)

20,910

954,960

Vertex Pharmaceuticals, Inc. (a)

67,600

3,261,024

 

8,120,112

Health Care Equipment & Supplies - 2.2%

Boston Scientific Corp. (a)

218,700

1,124,118

IDEXX Laboratories, Inc. (a)

17,400

1,673,880

The Cooper Companies, Inc.

23,900

2,293,922

 

5,091,920

Health Care Providers & Services - 3.9%

Catamaran Corp. (a)

21,874

1,027,175

CIGNA Corp.

13,200

673,200

HMS Holdings Corp. (a)

40,400

932,836

Humana, Inc.

7,600

564,452

MEDNAX, Inc. (a)

27,800

1,917,644

Quest Diagnostics, Inc.

20,700

1,194,804

Universal Health Services, Inc. Class B

43,000

1,779,770

Wellcare Health Plans, Inc. (a)

16,900

804,440

 

8,894,321

Health Care Technology - 0.3%

Cerner Corp. (a)

8,700

662,853

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

14,900

909,794

Pharmaceuticals - 2.0%

Elan Corp. PLC sponsored ADR (a)

91,100

983,880

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Endo Pharmaceuticals Holdings, Inc. (a)

61,500

$ 1,762,590

ViroPharma, Inc. (a)

36,022

909,556

Watson Pharmaceuticals, Inc. (a)

9,700

833,715

 

4,489,741

TOTAL HEALTH CARE

28,168,741

INDUSTRIALS - 14.7%

Aerospace & Defense - 2.6%

BE Aerospace, Inc. (a)

45,200

2,038,068

Esterline Technologies Corp. (a)

20,600

1,190,474

Precision Castparts Corp.

7,700

1,332,639

TransDigm Group, Inc.

10,400

1,385,384

 

5,946,565

Building Products - 1.0%

Armstrong World Industries, Inc.

28,500

1,476,300

Owens Corning (a)

23,300

782,647

 

2,258,947

Commercial Services & Supplies - 0.3%

Interface, Inc.

47,000

672,570

Electrical Equipment - 3.6%

AMETEK, Inc.

81,450

2,895,548

Hubbell, Inc. Class B

26,100

2,185,092

Roper Industries, Inc.

28,200

3,078,594

 

8,159,234

Machinery - 2.5%

Cummins, Inc.

15,500

1,450,490

Ingersoll-Rand PLC

61,300

2,882,939

WABCO Holdings, Inc. (a)

26,100

1,528,677

 

5,862,106

Professional Services - 1.3%

Advisory Board Co. (a)

12,400

589,000

IHS, Inc. Class A (a)

28,300

2,388,237

 

2,977,237

Road & Rail - 1.1%

J.B. Hunt Transport Services, Inc.

41,600

2,441,920

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 2.3%

W.W. Grainger, Inc.

16,500

$ 3,323,265

Watsco, Inc.

28,700

1,961,645

 

5,284,910

TOTAL INDUSTRIALS

33,603,489

INFORMATION TECHNOLOGY - 15.6%

Communications Equipment - 1.8%

Acme Packet, Inc. (a)

51,600

853,464

Brocade Communications Systems, Inc. (a)

155,700

825,210

Polycom, Inc. (a)

98,700

988,974

Riverbed Technology, Inc. (a)

72,700

1,342,769

 

4,010,417

Computers & Peripherals - 0.3%

SanDisk Corp. (a)

18,900

789,264

Electronic Equipment & Components - 1.5%

Arrow Electronics, Inc. (a)

33,200

1,169,636

Flextronics International Ltd. (a)

184,900

1,066,873

Jabil Circuit, Inc.

67,700

1,173,918

 

3,410,427

Internet Software & Services - 0.9%

Akamai Technologies, Inc. (a)

33,800

1,284,062

Bankrate, Inc. (a)

8,800

94,424

Velti PLC (a)(d)

84,600

617,580

 

1,996,066

IT Services - 2.1%

Amdocs Ltd.

26,700

882,969

Cognizant Technology Solutions Corp. Class A (a)

14,900

993,085

SAIC, Inc.

50,800

558,292

Sapient Corp. (a)

98,700

1,014,636

The Western Union Co.

99,620

1,265,174

 

4,714,156

Semiconductors & Semiconductor Equipment - 2.8%

Advanced Micro Devices, Inc. (a)(d)

202,600

415,330

Avago Technologies Ltd.

52,000

1,717,560

Broadcom Corp. Class A

26,300

829,371

Marvell Technology Group Ltd.

64,400

508,116

NXP Semiconductors NV (a)

33,100

803,006

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ON Semiconductor Corp. (a)

154,700

$ 951,405

Skyworks Solutions, Inc. (a)

54,900

1,284,660

 

6,509,448

Software - 6.2%

ANSYS, Inc. (a)

21,600

1,531,008

BMC Software, Inc. (a)

32,000

1,302,400

Check Point Software Technologies Ltd. (a)

27,900

1,242,387

Citrix Systems, Inc. (a)

35,700

2,206,617

Informatica Corp. (a)

58,600

1,590,404

Intuit, Inc.

17,500

1,039,850

Nuance Communications, Inc. (a)

81,800

1,820,868

Parametric Technology Corp. (a)

56,400

1,138,152

Solera Holdings, Inc.

34,000

1,591,540

Synopsys, Inc. (a)

26,350

848,470

 

14,311,696

TOTAL INFORMATION TECHNOLOGY

35,741,474

MATERIALS - 6.3%

Chemicals - 5.0%

Airgas, Inc.

20,400

1,814,988

Albemarle Corp.

16,400

903,804

Eastman Chemical Co.

14,200

841,208

FMC Corp.

26,000

1,391,520

PPG Industries, Inc.

13,100

1,533,748

Sherwin-Williams Co.

11,500

1,639,670

Sigma Aldrich Corp.

19,800

1,388,772

Valspar Corp.

13,800

773,214

W.R. Grace & Co. (a)

18,800

1,206,208

 

11,493,132

Containers & Packaging - 0.8%

Aptargroup, Inc.

15,500

794,840

Ball Corp.

26,000

1,113,580

 

1,908,420

Metals & Mining - 0.5%

Reliance Steel & Aluminum Co.

20,300

1,103,102

TOTAL MATERIALS

14,504,654

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 0.3%

tw telecom, inc. (a)

24,140

$ 614,846

Wireless Telecommunication Services - 1.5%

Clearwire Corp. Class A (a)(d)

338,370

676,740

Crown Castle International Corp. (a)

19,300

1,288,275

SBA Communications Corp. Class A (a)

23,700

1,579,131

 

3,544,146

TOTAL TELECOMMUNICATION SERVICES

4,158,992

UTILITIES - 0.8%

Electric Utilities - 0.4%

ITC Holdings Corp.

6,940

552,563

PNM Resources, Inc.

16,427

364,022

 

916,585

Gas Utilities - 0.3%

ONEOK, Inc.

12,886

609,508

Water Utilities - 0.1%

American Water Works Co., Inc.

6,820

250,567

TOTAL UTILITIES

1,776,660

TOTAL COMMON STOCKS

(Cost $221,800,288)


220,281,656

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.1% to 0.11% 12/20/12 (e)
(Cost $249,965)

$ 250,000


249,966

Money Market Funds - 5.5%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

8,996,213

$ 8,996,213

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

3,621,091

3,621,091

TOTAL MONEY MARKET FUNDS

(Cost $12,617,304)


12,617,304

TOTAL INVESTMENT PORTFOLIO - 101.8%

(Cost $234,667,557)

233,148,926

NET OTHER ASSETS (LIABILITIES) - (1.8)%

(4,190,393)

NET ASSETS - 100%

$ 228,958,533

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

36 CME E-mini S&P MidCap 400 Index Contracts

Dec. 2012

$ 3,521,160

$ (37,198)

 

The face value of futures purchased as a percentage of net assets is 1.5%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $219,970.

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

$ 9,760

Fidelity Securities Lending Cash Central Fund

109,397

Total

$ 119,157

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 57,260,378

$ 57,260,378

$ -

$ -

Consumer Staples

16,245,147

16,245,147

-

-

Energy

12,407,243

12,407,243

-

-

Financials

16,414,878

16,414,878

-

-

Health Care

28,168,741

28,168,741

-

-

Industrials

33,603,489

33,603,489

-

-

Information Technology

35,741,474

35,741,474

-

-

Materials

14,504,654

14,504,654

-

-

Telecommunication Services

4,158,992

4,158,992

-

-

Utilities

1,776,660

1,776,660

-

-

U.S. Government and Government Agency Obligations

249,966

-

249,966

-

Money Market Funds

12,617,304

12,617,304

-

-

Total Investments in Securities:

$ 233,148,926

$ 232,898,960

$ 249,966

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (37,198)

$ (37,198)

$ -

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $234,964,848. Net unrealized depreciation aggregated $1,815,922, of which $15,494,763 related to appreciated investment securities and $17,310,685 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

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

October 31, 2012 

1.859112.106


AMCG-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.2%

Shares

Value

CONSUMER DISCRETIONARY - 25.0%

Distributors - 1.6%

LKQ Corp. (a)

175,900

$ 3,674,551

Hotels, Restaurants & Leisure - 2.3%

BJ's Restaurants, Inc. (a)

15,200

502,360

Buffalo Wild Wings, Inc. (a)

11,500

873,425

Domino's Pizza, Inc.

24,300

987,066

Panera Bread Co. Class A (a)

17,700

2,984,928

 

5,347,779

Household Durables - 4.4%

Jarden Corp.

61,400

3,057,720

Newell Rubbermaid, Inc.

73,200

1,510,848

NVR, Inc. (a)

2,600

2,349,724

Ryland Group, Inc.

22,500

762,075

Tupperware Brands Corp.

40,500

2,393,550

 

10,073,917

Leisure Equipment & Products - 0.4%

Polaris Industries, Inc.

11,300

954,850

Multiline Retail - 1.0%

Dollar General Corp. (a)

24,300

1,181,466

Dollar Tree, Inc. (a)

26,900

1,072,503

 

2,253,969

Specialty Retail - 11.9%

Abercrombie & Fitch Co. Class A

14,100

431,178

Ascena Retail Group, Inc. (a)

94,700

1,875,060

CarMax, Inc. (a)

31,400

1,059,750

Dick's Sporting Goods, Inc.

72,000

3,600,000

Hibbett Sports, Inc. (a)

21,300

1,149,987

Limited Brands, Inc.

19,600

938,644

O'Reilly Automotive, Inc. (a)

12,200

1,045,296

PetSmart, Inc.

36,200

2,403,318

Ross Stores, Inc.

25,600

1,560,320

Sally Beauty Holdings, Inc. (a)

94,100

2,265,928

Signet Jewelers Ltd.

53,100

2,748,456

Tractor Supply Co.

45,700

4,398,168

Urban Outfitters, Inc. (a)

19,000

679,440

Vitamin Shoppe, Inc. (a)

21,000

1,202,040

Williams-Sonoma, Inc.

39,500

1,826,085

 

27,183,670

Textiles, Apparel & Luxury Goods - 3.4%

Hanesbrands, Inc. (a)

57,200

1,914,484

Common Stocks - continued

Shares

Value

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

PVH Corp.

29,400

$ 3,233,706

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

50,200

2,623,452

 

7,771,642

TOTAL CONSUMER DISCRETIONARY

57,260,378

CONSUMER STAPLES - 7.1%

Beverages - 1.8%

Beam, Inc.

38,500

2,139,060

Dr Pepper Snapple Group, Inc.

26,100

1,118,385

Monster Beverage Corp. (a)

20,200

902,334

 

4,159,779

Food & Staples Retailing - 1.7%

United Natural Foods, Inc. (a)

41,000

2,182,840

Whole Foods Market, Inc.

19,000

1,799,870

 

3,982,710

Food Products - 1.4%

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

14,200

343,072

The J.M. Smucker Co.

12,900

1,104,756

TreeHouse Foods, Inc. (a)

31,000

1,660,050

 

3,107,878

Household Products - 2.2%

Church & Dwight Co., Inc.

98,400

4,994,780

TOTAL CONSUMER STAPLES

16,245,147

ENERGY - 5.4%

Energy Equipment & Services - 2.5%

Cameron International Corp. (a)

39,100

1,980,024

Dresser-Rand Group, Inc. (a)

21,700

1,118,201

Ensco PLC Class A

13,900

803,698

Helmerich & Payne, Inc.

13,500

645,300

Petrofac Ltd.

21,500

556,518

Rowan Companies PLC (a)

19,700

624,687

 

5,728,428

Oil, Gas & Consumable Fuels - 2.9%

Atlas Pipeline Partners, LP

16,100

569,618

Cabot Oil & Gas Corp.

47,400

2,226,852

HollyFrontier Corp.

8,900

343,807

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Pioneer Natural Resources Co.

20,000

$ 2,113,000

SM Energy Co.

13,400

722,528

WPX Energy, Inc.

41,500

703,010

 

6,678,815

TOTAL ENERGY

12,407,243

FINANCIALS - 7.2%

Capital Markets - 1.4%

Affiliated Managers Group, Inc. (a)

6,700

847,550

AURELIUS AG

4,400

224,587

Invesco Ltd.

27,100

659,072

KKR & Co. LP

35,700

537,285

Monex Group, Inc.

1,751

297,865

TD Ameritrade Holding Corp.

38,100

597,789

 

3,164,148

Commercial Banks - 0.3%

CIT Group, Inc. (a)

16,800

625,296

Consumer Finance - 0.9%

Capital One Financial Corp.

20,500

1,233,485

SLM Corp.

44,700

785,826

 

2,019,311

Diversified Financial Services - 0.4%

Interactive Brokers Group, Inc.

67,200

957,600

Insurance - 0.0%

Brasil Insurance Participacoes e Administracao SA

11,100

98,045

Validus Holdings Ltd.

50

1,790

 

99,835

Real Estate Investment Trusts - 3.2%

Apartment Investment & Management Co. Class A

40,724

1,086,924

Equity One, Inc.

65,767

1,374,530

Essex Property Trust, Inc.

8,385

1,257,750

Highwoods Properties, Inc. (SBI)

40,196

1,296,321

Rayonier, Inc.

18,815

922,123

Sovran Self Storage, Inc.

6,497

375,527

Weyerhaeuser Co.

32,225

892,310

 

7,205,485

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Management & Development - 0.5%

Altisource Portfolio Solutions SA (a)

3,900

$ 442,650

CBRE Group, Inc. (a)

40,829

735,739

 

1,178,389

Thrifts & Mortgage Finance - 0.5%

Ocwen Financial Corp. (a)

30,200

1,164,814

TOTAL FINANCIALS

16,414,878

HEALTH CARE - 12.3%

Biotechnology - 3.5%

BioMarin Pharmaceutical, Inc. (a)

13,300

492,632

Grifols SA ADR

40,100

1,008,916

Medivation, Inc. (a)

6,100

311,832

Onyx Pharmaceuticals, Inc. (a)

3,800

297,768

Regeneron Pharmaceuticals, Inc. (a)

12,600

1,792,980

United Therapeutics Corp. (a)

20,910

954,960

Vertex Pharmaceuticals, Inc. (a)

67,600

3,261,024

 

8,120,112

Health Care Equipment & Supplies - 2.2%

Boston Scientific Corp. (a)

218,700

1,124,118

IDEXX Laboratories, Inc. (a)

17,400

1,673,880

The Cooper Companies, Inc.

23,900

2,293,922

 

5,091,920

Health Care Providers & Services - 3.9%

Catamaran Corp. (a)

21,874

1,027,175

CIGNA Corp.

13,200

673,200

HMS Holdings Corp. (a)

40,400

932,836

Humana, Inc.

7,600

564,452

MEDNAX, Inc. (a)

27,800

1,917,644

Quest Diagnostics, Inc.

20,700

1,194,804

Universal Health Services, Inc. Class B

43,000

1,779,770

Wellcare Health Plans, Inc. (a)

16,900

804,440

 

8,894,321

Health Care Technology - 0.3%

Cerner Corp. (a)

8,700

662,853

Life Sciences Tools & Services - 0.4%

Thermo Fisher Scientific, Inc.

14,900

909,794

Pharmaceuticals - 2.0%

Elan Corp. PLC sponsored ADR (a)

91,100

983,880

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Endo Pharmaceuticals Holdings, Inc. (a)

61,500

$ 1,762,590

ViroPharma, Inc. (a)

36,022

909,556

Watson Pharmaceuticals, Inc. (a)

9,700

833,715

 

4,489,741

TOTAL HEALTH CARE

28,168,741

INDUSTRIALS - 14.7%

Aerospace & Defense - 2.6%

BE Aerospace, Inc. (a)

45,200

2,038,068

Esterline Technologies Corp. (a)

20,600

1,190,474

Precision Castparts Corp.

7,700

1,332,639

TransDigm Group, Inc.

10,400

1,385,384

 

5,946,565

Building Products - 1.0%

Armstrong World Industries, Inc.

28,500

1,476,300

Owens Corning (a)

23,300

782,647

 

2,258,947

Commercial Services & Supplies - 0.3%

Interface, Inc.

47,000

672,570

Electrical Equipment - 3.6%

AMETEK, Inc.

81,450

2,895,548

Hubbell, Inc. Class B

26,100

2,185,092

Roper Industries, Inc.

28,200

3,078,594

 

8,159,234

Machinery - 2.5%

Cummins, Inc.

15,500

1,450,490

Ingersoll-Rand PLC

61,300

2,882,939

WABCO Holdings, Inc. (a)

26,100

1,528,677

 

5,862,106

Professional Services - 1.3%

Advisory Board Co. (a)

12,400

589,000

IHS, Inc. Class A (a)

28,300

2,388,237

 

2,977,237

Road & Rail - 1.1%

J.B. Hunt Transport Services, Inc.

41,600

2,441,920

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Trading Companies & Distributors - 2.3%

W.W. Grainger, Inc.

16,500

$ 3,323,265

Watsco, Inc.

28,700

1,961,645

 

5,284,910

TOTAL INDUSTRIALS

33,603,489

INFORMATION TECHNOLOGY - 15.6%

Communications Equipment - 1.8%

Acme Packet, Inc. (a)

51,600

853,464

Brocade Communications Systems, Inc. (a)

155,700

825,210

Polycom, Inc. (a)

98,700

988,974

Riverbed Technology, Inc. (a)

72,700

1,342,769

 

4,010,417

Computers & Peripherals - 0.3%

SanDisk Corp. (a)

18,900

789,264

Electronic Equipment & Components - 1.5%

Arrow Electronics, Inc. (a)

33,200

1,169,636

Flextronics International Ltd. (a)

184,900

1,066,873

Jabil Circuit, Inc.

67,700

1,173,918

 

3,410,427

Internet Software & Services - 0.9%

Akamai Technologies, Inc. (a)

33,800

1,284,062

Bankrate, Inc. (a)

8,800

94,424

Velti PLC (a)(d)

84,600

617,580

 

1,996,066

IT Services - 2.1%

Amdocs Ltd.

26,700

882,969

Cognizant Technology Solutions Corp. Class A (a)

14,900

993,085

SAIC, Inc.

50,800

558,292

Sapient Corp. (a)

98,700

1,014,636

The Western Union Co.

99,620

1,265,174

 

4,714,156

Semiconductors & Semiconductor Equipment - 2.8%

Advanced Micro Devices, Inc. (a)(d)

202,600

415,330

Avago Technologies Ltd.

52,000

1,717,560

Broadcom Corp. Class A

26,300

829,371

Marvell Technology Group Ltd.

64,400

508,116

NXP Semiconductors NV (a)

33,100

803,006

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

ON Semiconductor Corp. (a)

154,700

$ 951,405

Skyworks Solutions, Inc. (a)

54,900

1,284,660

 

6,509,448

Software - 6.2%

ANSYS, Inc. (a)

21,600

1,531,008

BMC Software, Inc. (a)

32,000

1,302,400

Check Point Software Technologies Ltd. (a)

27,900

1,242,387

Citrix Systems, Inc. (a)

35,700

2,206,617

Informatica Corp. (a)

58,600

1,590,404

Intuit, Inc.

17,500

1,039,850

Nuance Communications, Inc. (a)

81,800

1,820,868

Parametric Technology Corp. (a)

56,400

1,138,152

Solera Holdings, Inc.

34,000

1,591,540

Synopsys, Inc. (a)

26,350

848,470

 

14,311,696

TOTAL INFORMATION TECHNOLOGY

35,741,474

MATERIALS - 6.3%

Chemicals - 5.0%

Airgas, Inc.

20,400

1,814,988

Albemarle Corp.

16,400

903,804

Eastman Chemical Co.

14,200

841,208

FMC Corp.

26,000

1,391,520

PPG Industries, Inc.

13,100

1,533,748

Sherwin-Williams Co.

11,500

1,639,670

Sigma Aldrich Corp.

19,800

1,388,772

Valspar Corp.

13,800

773,214

W.R. Grace & Co. (a)

18,800

1,206,208

 

11,493,132

Containers & Packaging - 0.8%

Aptargroup, Inc.

15,500

794,840

Ball Corp.

26,000

1,113,580

 

1,908,420

Metals & Mining - 0.5%

Reliance Steel & Aluminum Co.

20,300

1,103,102

TOTAL MATERIALS

14,504,654

Common Stocks - continued

Shares

Value

TELECOMMUNICATION SERVICES - 1.8%

Diversified Telecommunication Services - 0.3%

tw telecom, inc. (a)

24,140

$ 614,846

Wireless Telecommunication Services - 1.5%

Clearwire Corp. Class A (a)(d)

338,370

676,740

Crown Castle International Corp. (a)

19,300

1,288,275

SBA Communications Corp. Class A (a)

23,700

1,579,131

 

3,544,146

TOTAL TELECOMMUNICATION SERVICES

4,158,992

UTILITIES - 0.8%

Electric Utilities - 0.4%

ITC Holdings Corp.

6,940

552,563

PNM Resources, Inc.

16,427

364,022

 

916,585

Gas Utilities - 0.3%

ONEOK, Inc.

12,886

609,508

Water Utilities - 0.1%

American Water Works Co., Inc.

6,820

250,567

TOTAL UTILITIES

1,776,660

TOTAL COMMON STOCKS

(Cost $221,800,288)


220,281,656

U.S. Treasury Obligations - 0.1%

 

Principal Amount

 

U.S. Treasury Bills, yield at date of purchase 0.1% to 0.11% 12/20/12 (e)
(Cost $249,965)

$ 250,000


249,966

Money Market Funds - 5.5%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

8,996,213

$ 8,996,213

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

3,621,091

3,621,091

TOTAL MONEY MARKET FUNDS

(Cost $12,617,304)


12,617,304

TOTAL INVESTMENT PORTFOLIO - 101.8%

(Cost $234,667,557)

233,148,926

NET OTHER ASSETS (LIABILITIES) - (1.8)%

(4,190,393)

NET ASSETS - 100%

$ 228,958,533

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

36 CME E-mini S&P MidCap 400 Index Contracts

Dec. 2012

$ 3,521,160

$ (37,198)

 

The face value of futures purchased as a percentage of net assets is 1.5%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $219,970.

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

$ 9,760

Fidelity Securities Lending Cash Central Fund

109,397

Total

$ 119,157

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 57,260,378

$ 57,260,378

$ -

$ -

Consumer Staples

16,245,147

16,245,147

-

-

Energy

12,407,243

12,407,243

-

-

Financials

16,414,878

16,414,878

-

-

Health Care

28,168,741

28,168,741

-

-

Industrials

33,603,489

33,603,489

-

-

Information Technology

35,741,474

35,741,474

-

-

Materials

14,504,654

14,504,654

-

-

Telecommunication Services

4,158,992

4,158,992

-

-

Utilities

1,776,660

1,776,660

-

-

U.S. Government and Government Agency Obligations

249,966

-

249,966

-

Money Market Funds

12,617,304

12,617,304

-

-

Total Investments in Securities:

$ 233,148,926

$ 232,898,960

$ 249,966

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (37,198)

$ (37,198)

$ -

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $234,964,848. Net unrealized depreciation aggregated $1,815,922, of which $15,494,763 related to appreciated investment securities and $17,310,685 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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

Quarterly Report

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Mid Cap Value Fund

October 31, 2012 

1.809074.109

MCV-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 9.5%

Hotels, Restaurants & Leisure - 0.4%

Brinker International, Inc.

83,100

$ 2,559,480

Household Durables - 3.4%

Jarden Corp.

126,200

6,284,760

PulteGroup, Inc. (a)

343,800

5,961,492

Whirlpool Corp.

81,800

7,990,224

 

20,236,476

Internet & Catalog Retail - 1.5%

Expedia, Inc.

59,710

3,531,847

Liberty Media Corp. Interactive Series A (a)

271,500

5,430,000

 

8,961,847

Multiline Retail - 1.4%

Macy's, Inc.

206,700

7,869,069

Specialty Retail - 2.2%

Best Buy Co., Inc.

152,300

2,316,483

Foot Locker, Inc.

203,200

6,807,200

GameStop Corp. Class A (d)

161,300

3,682,479

 

12,806,162

Textiles, Apparel & Luxury Goods - 0.6%

PVH Corp.

32,700

3,596,673

TOTAL CONSUMER DISCRETIONARY

56,029,707

CONSUMER STAPLES - 5.2%

Beverages - 2.0%

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

121,700

4,300,878

Molson Coors Brewing Co. Class B

168,300

7,260,462

 

11,561,340

Food & Staples Retailing - 0.6%

Safeway, Inc. (d)

234,000

3,816,540

Food Products - 2.6%

Campbell Soup Co. (d)

97,900

3,452,933

ConAgra Foods, Inc.

265,600

7,394,304

Tyson Foods, Inc. Class A

253,100

4,254,611

 

15,101,848

TOTAL CONSUMER STAPLES

30,479,728

Common Stocks - continued

Shares

Value

ENERGY - 9.3%

Energy Equipment & Services - 2.1%

Cameron International Corp. (a)

129,600

$ 6,562,944

Dresser-Rand Group, Inc. (a)

110,100

5,673,453

 

12,236,397

Oil, Gas & Consumable Fuels - 7.2%

Hess Corp.

110,800

5,790,408

Marathon Petroleum Corp.

195,045

10,713,821

Murphy Oil Corp.

148,900

8,934,000

QEP Resources, Inc.

233,200

6,762,800

Valero Energy Corp.

347,500

10,112,250

 

42,313,279

TOTAL ENERGY

54,549,676

FINANCIALS - 30.0%

Capital Markets - 1.0%

KKR & Co. LP

397,500

5,982,375

Commercial Banks - 8.6%

CapitalSource, Inc.

822,000

6,502,020

Comerica, Inc.

191,800

5,717,558

Fifth Third Bancorp

529,000

7,686,370

FirstMerit Corp.

306,100

4,242,546

Huntington Bancshares, Inc.

868,600

5,550,354

KeyCorp

766,800

6,456,456

Regions Financial Corp.

813,900

5,306,628

SunTrust Banks, Inc.

343,300

9,337,760

 

50,799,692

Consumer Finance - 1.4%

SLM Corp.

463,800

8,153,604

Insurance - 7.0%

Allied World Assurance Co. Holdings Ltd.

61,700

4,954,510

Assured Guaranty Ltd.

438,300

6,087,987

Everest Re Group Ltd.

65,200

7,240,460

Hartford Financial Services Group, Inc.

265,700

5,768,347

Lincoln National Corp.

309,400

7,670,026

Montpelier Re Holdings Ltd.

246,500

5,637,455

Validus Holdings Ltd.

108,600

3,887,880

 

41,246,665

Real Estate Investment Trusts - 10.9%

American Campus Communities, Inc.

157,800

7,149,918

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Camden Property Trust (SBI)

47,400

$ 3,110,862

Equity Lifestyle Properties, Inc.

44,400

2,989,452

Extra Space Storage, Inc.

184,300

6,356,507

Kimco Realty Corp.

393,100

7,673,312

MFA Financial, Inc.

630,000

5,147,100

Rayonier, Inc.

128,900

6,317,389

The Macerich Co.

137,100

7,814,700

Ventas, Inc.

169,300

10,711,611

Vornado Realty Trust

85,600

6,865,976

 

64,136,827

Real Estate Management & Development - 1.1%

Jones Lang LaSalle, Inc.

85,600

6,654,544

TOTAL FINANCIALS

176,973,707

HEALTH CARE - 7.0%

Health Care Providers & Services - 4.9%

CIGNA Corp.

170,600

8,700,600

Community Health Systems, Inc. (a)

179,000

4,908,180

Humana, Inc.

102,300

7,597,821

McKesson Corp.

34,400

3,209,864

Omnicare, Inc.

119,900

4,140,147

 

28,556,612

Pharmaceuticals - 2.1%

Endo Pharmaceuticals Holdings, Inc. (a)

107,900

3,092,414

Mylan, Inc. (a)

196,300

4,974,242

Watson Pharmaceuticals, Inc. (a)

50,200

4,314,690

 

12,381,346

TOTAL HEALTH CARE

40,937,958

INDUSTRIALS - 10.7%

Aerospace & Defense - 1.8%

Exelis, Inc.

329,700

3,646,482

Textron, Inc.

284,600

7,174,766

 

10,821,248

Commercial Services & Supplies - 0.9%

Avery Dennison Corp.

163,900

5,307,082

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 0.9%

Fluor Corp.

90,900

$ 5,076,765

Electrical Equipment - 0.7%

General Cable Corp. (a)

155,700

4,442,121

Machinery - 5.5%

AGCO Corp. (a)

147,700

6,721,827

Ingersoll-Rand PLC

79,300

3,729,479

ITT Corp.

299,700

6,233,760

Oshkosh Truck Corp. (a)

173,100

5,189,538

Terex Corp. (a)

226,300

5,103,065

Timken Co.

135,600

5,354,844

 

32,332,513

Trading Companies & Distributors - 0.9%

WESCO International, Inc. (a)

81,600

5,294,208

TOTAL INDUSTRIALS

63,273,937

INFORMATION TECHNOLOGY - 9.3%

Communications Equipment - 0.8%

Brocade Communications Systems, Inc. (a)

939,400

4,978,820

IT Services - 1.9%

Alliance Data Systems Corp. (a)

20,400

2,918,220

Total System Services, Inc.

137,700

3,096,873

Vantiv, Inc.

252,600

5,097,468

 

11,112,561

Office Electronics - 0.9%

Xerox Corp.

805,300

5,186,132

Semiconductors & Semiconductor Equipment - 1.9%

Avago Technologies Ltd.

94,000

3,104,820

KLA-Tencor Corp.

168,800

7,852,576

 

10,957,396

Software - 3.8%

Activision Blizzard, Inc.

383,200

4,173,048

CA Technologies, Inc.

347,500

7,825,700

Symantec Corp. (a)

347,900

6,328,301

Synopsys, Inc. (a)

125,900

4,053,980

 

22,381,029

TOTAL INFORMATION TECHNOLOGY

54,615,938

Common Stocks - continued

Shares

Value

MATERIALS - 6.3%

Chemicals - 2.3%

Ashland, Inc.

62,900

$ 4,475,335

CF Industries Holdings, Inc.

27,600

5,663,244

Eastman Chemical Co.

55,800

3,305,592

 

13,444,171

Containers & Packaging - 0.5%

Ball Corp.

69,700

2,985,251

Metals & Mining - 1.8%

Commercial Metals Co.

457,900

6,300,704

Reliance Steel & Aluminum Co.

78,900

4,287,426

 

10,588,130

Paper & Forest Products - 1.7%

International Paper Co.

281,600

10,089,728

TOTAL MATERIALS

37,107,280

TELECOMMUNICATION SERVICES - 1.4%

Diversified Telecommunication Services - 0.7%

Frontier Communications Corp. (d)

865,900

4,087,048

Wireless Telecommunication Services - 0.7%

Sprint Nextel Corp. (a)

786,700

4,358,318

TOTAL TELECOMMUNICATION SERVICES

8,445,366

UTILITIES - 10.6%

Electric Utilities - 6.4%

Great Plains Energy, Inc.

300,600

6,745,464

NV Energy, Inc.

378,000

7,185,780

Pinnacle West Capital Corp.

141,000

7,468,770

PNM Resources, Inc.

268,500

5,949,960

PPL Corp.

353,600

10,459,488

 

37,809,462

Multi-Utilities - 4.2%

Alliant Energy Corp.

163,500

7,308,450

Common Stocks - continued

Shares

Value

UTILITIES - continued

Multi-Utilities - continued

CenterPoint Energy, Inc.

391,000

$ 8,472,970

DTE Energy Co.

140,100

8,700,210

 

24,481,630

TOTAL UTILITIES

62,291,092

TOTAL COMMON STOCKS

(Cost $560,008,993)


584,704,389

Money Market Funds - 2.8%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

5,212,531

5,212,531

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

11,471,350

11,471,350

TOTAL MONEY MARKET FUNDS

(Cost $16,683,881)


16,683,881

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $576,692,874)

601,388,270

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(12,269,967)

NET ASSETS - 100%

$ 589,118,303

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 3,731

Fidelity Securities Lending Cash Central Fund

100,308

Total

$ 104,039

Other Information

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

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $577,846,485. Net unrealized appreciation aggregated $23,541,785, of which $43,478,924 related to appreciated investment securities and $19,937,139 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

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

October 31, 2012

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

1.859109.106

AMCV-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%

Shares

Value

CONSUMER DISCRETIONARY - 9.5%

Hotels, Restaurants & Leisure - 0.4%

Brinker International, Inc.

83,100

$ 2,559,480

Household Durables - 3.4%

Jarden Corp.

126,200

6,284,760

PulteGroup, Inc. (a)

343,800

5,961,492

Whirlpool Corp.

81,800

7,990,224

 

20,236,476

Internet & Catalog Retail - 1.5%

Expedia, Inc.

59,710

3,531,847

Liberty Media Corp. Interactive Series A (a)

271,500

5,430,000

 

8,961,847

Multiline Retail - 1.4%

Macy's, Inc.

206,700

7,869,069

Specialty Retail - 2.2%

Best Buy Co., Inc.

152,300

2,316,483

Foot Locker, Inc.

203,200

6,807,200

GameStop Corp. Class A (d)

161,300

3,682,479

 

12,806,162

Textiles, Apparel & Luxury Goods - 0.6%

PVH Corp.

32,700

3,596,673

TOTAL CONSUMER DISCRETIONARY

56,029,707

CONSUMER STAPLES - 5.2%

Beverages - 2.0%

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

121,700

4,300,878

Molson Coors Brewing Co. Class B

168,300

7,260,462

 

11,561,340

Food & Staples Retailing - 0.6%

Safeway, Inc. (d)

234,000

3,816,540

Food Products - 2.6%

Campbell Soup Co. (d)

97,900

3,452,933

ConAgra Foods, Inc.

265,600

7,394,304

Tyson Foods, Inc. Class A

253,100

4,254,611

 

15,101,848

TOTAL CONSUMER STAPLES

30,479,728

Common Stocks - continued

Shares

Value

ENERGY - 9.3%

Energy Equipment & Services - 2.1%

Cameron International Corp. (a)

129,600

$ 6,562,944

Dresser-Rand Group, Inc. (a)

110,100

5,673,453

 

12,236,397

Oil, Gas & Consumable Fuels - 7.2%

Hess Corp.

110,800

5,790,408

Marathon Petroleum Corp.

195,045

10,713,821

Murphy Oil Corp.

148,900

8,934,000

QEP Resources, Inc.

233,200

6,762,800

Valero Energy Corp.

347,500

10,112,250

 

42,313,279

TOTAL ENERGY

54,549,676

FINANCIALS - 30.0%

Capital Markets - 1.0%

KKR & Co. LP

397,500

5,982,375

Commercial Banks - 8.6%

CapitalSource, Inc.

822,000

6,502,020

Comerica, Inc.

191,800

5,717,558

Fifth Third Bancorp

529,000

7,686,370

FirstMerit Corp.

306,100

4,242,546

Huntington Bancshares, Inc.

868,600

5,550,354

KeyCorp

766,800

6,456,456

Regions Financial Corp.

813,900

5,306,628

SunTrust Banks, Inc.

343,300

9,337,760

 

50,799,692

Consumer Finance - 1.4%

SLM Corp.

463,800

8,153,604

Insurance - 7.0%

Allied World Assurance Co. Holdings Ltd.

61,700

4,954,510

Assured Guaranty Ltd.

438,300

6,087,987

Everest Re Group Ltd.

65,200

7,240,460

Hartford Financial Services Group, Inc.

265,700

5,768,347

Lincoln National Corp.

309,400

7,670,026

Montpelier Re Holdings Ltd.

246,500

5,637,455

Validus Holdings Ltd.

108,600

3,887,880

 

41,246,665

Real Estate Investment Trusts - 10.9%

American Campus Communities, Inc.

157,800

7,149,918

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Real Estate Investment Trusts - continued

Camden Property Trust (SBI)

47,400

$ 3,110,862

Equity Lifestyle Properties, Inc.

44,400

2,989,452

Extra Space Storage, Inc.

184,300

6,356,507

Kimco Realty Corp.

393,100

7,673,312

MFA Financial, Inc.

630,000

5,147,100

Rayonier, Inc.

128,900

6,317,389

The Macerich Co.

137,100

7,814,700

Ventas, Inc.

169,300

10,711,611

Vornado Realty Trust

85,600

6,865,976

 

64,136,827

Real Estate Management & Development - 1.1%

Jones Lang LaSalle, Inc.

85,600

6,654,544

TOTAL FINANCIALS

176,973,707

HEALTH CARE - 7.0%

Health Care Providers & Services - 4.9%

CIGNA Corp.

170,600

8,700,600

Community Health Systems, Inc. (a)

179,000

4,908,180

Humana, Inc.

102,300

7,597,821

McKesson Corp.

34,400

3,209,864

Omnicare, Inc.

119,900

4,140,147

 

28,556,612

Pharmaceuticals - 2.1%

Endo Pharmaceuticals Holdings, Inc. (a)

107,900

3,092,414

Mylan, Inc. (a)

196,300

4,974,242

Watson Pharmaceuticals, Inc. (a)

50,200

4,314,690

 

12,381,346

TOTAL HEALTH CARE

40,937,958

INDUSTRIALS - 10.7%

Aerospace & Defense - 1.8%

Exelis, Inc.

329,700

3,646,482

Textron, Inc.

284,600

7,174,766

 

10,821,248

Commercial Services & Supplies - 0.9%

Avery Dennison Corp.

163,900

5,307,082

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 0.9%

Fluor Corp.

90,900

$ 5,076,765

Electrical Equipment - 0.7%

General Cable Corp. (a)

155,700

4,442,121

Machinery - 5.5%

AGCO Corp. (a)

147,700

6,721,827

Ingersoll-Rand PLC

79,300

3,729,479

ITT Corp.

299,700

6,233,760

Oshkosh Truck Corp. (a)

173,100

5,189,538

Terex Corp. (a)

226,300

5,103,065

Timken Co.

135,600

5,354,844

 

32,332,513

Trading Companies & Distributors - 0.9%

WESCO International, Inc. (a)

81,600

5,294,208

TOTAL INDUSTRIALS

63,273,937

INFORMATION TECHNOLOGY - 9.3%

Communications Equipment - 0.8%

Brocade Communications Systems, Inc. (a)

939,400

4,978,820

IT Services - 1.9%

Alliance Data Systems Corp. (a)

20,400

2,918,220

Total System Services, Inc.

137,700

3,096,873

Vantiv, Inc.

252,600

5,097,468

 

11,112,561

Office Electronics - 0.9%

Xerox Corp.

805,300

5,186,132

Semiconductors & Semiconductor Equipment - 1.9%

Avago Technologies Ltd.

94,000

3,104,820

KLA-Tencor Corp.

168,800

7,852,576

 

10,957,396

Software - 3.8%

Activision Blizzard, Inc.

383,200

4,173,048

CA Technologies, Inc.

347,500

7,825,700

Symantec Corp. (a)

347,900

6,328,301

Synopsys, Inc. (a)

125,900

4,053,980

 

22,381,029

TOTAL INFORMATION TECHNOLOGY

54,615,938

Common Stocks - continued

Shares

Value

MATERIALS - 6.3%

Chemicals - 2.3%

Ashland, Inc.

62,900

$ 4,475,335

CF Industries Holdings, Inc.

27,600

5,663,244

Eastman Chemical Co.

55,800

3,305,592

 

13,444,171

Containers & Packaging - 0.5%

Ball Corp.

69,700

2,985,251

Metals & Mining - 1.8%

Commercial Metals Co.

457,900

6,300,704

Reliance Steel & Aluminum Co.

78,900

4,287,426

 

10,588,130

Paper & Forest Products - 1.7%

International Paper Co.

281,600

10,089,728

TOTAL MATERIALS

37,107,280

TELECOMMUNICATION SERVICES - 1.4%

Diversified Telecommunication Services - 0.7%

Frontier Communications Corp. (d)

865,900

4,087,048

Wireless Telecommunication Services - 0.7%

Sprint Nextel Corp. (a)

786,700

4,358,318

TOTAL TELECOMMUNICATION SERVICES

8,445,366

UTILITIES - 10.6%

Electric Utilities - 6.4%

Great Plains Energy, Inc.

300,600

6,745,464

NV Energy, Inc.

378,000

7,185,780

Pinnacle West Capital Corp.

141,000

7,468,770

PNM Resources, Inc.

268,500

5,949,960

PPL Corp.

353,600

10,459,488

 

37,809,462

Multi-Utilities - 4.2%

Alliant Energy Corp.

163,500

7,308,450

Common Stocks - continued

Shares

Value

UTILITIES - continued

Multi-Utilities - continued

CenterPoint Energy, Inc.

391,000

$ 8,472,970

DTE Energy Co.

140,100

8,700,210

 

24,481,630

TOTAL UTILITIES

62,291,092

TOTAL COMMON STOCKS

(Cost $560,008,993)


584,704,389

Money Market Funds - 2.8%

 

 

 

 

Fidelity Cash Central Fund, 0.19% (b)

5,212,531

5,212,531

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

11,471,350

11,471,350

TOTAL MONEY MARKET FUNDS

(Cost $16,683,881)


16,683,881

TOTAL INVESTMENT PORTFOLIO - 102.1%

(Cost $576,692,874)

601,388,270

NET OTHER ASSETS (LIABILITIES) - (2.1)%

(12,269,967)

NET ASSETS - 100%

$ 589,118,303

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

Affiliated Central Funds

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

Fund

Income earned

Fidelity Cash Central Fund

$ 3,731

Fidelity Securities Lending Cash Central Fund

100,308

Total

$ 104,039

Other Information

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

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $577,846,485. Net unrealized appreciation aggregated $23,541,785, of which $43,478,924 related to appreciated investment securities and $19,937,139 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

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

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

Quarterly Report

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Series All-Sector
Equity Fund

October 31, 2012 

1.884778.107

ASE-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.8%

Shares

Value

CONSUMER DISCRETIONARY - 10.5%

Hotels, Restaurants & Leisure - 1.5%

Domino's Pizza, Inc.

611,447

$ 24,836,977

Dunkin' Brands Group, Inc.

463,500

14,368,500

Icahn Enterprises LP rights

270,377

3

McDonald's Corp.

775,818

67,341,002

Yum! Brands, Inc.

1,458,795

102,276,117

 

208,822,599

Internet & Catalog Retail - 0.9%

Liberty Media Corp. Interactive Series A (a)

2,256,317

45,126,340

Priceline.com, Inc. (a)

133,316

76,492,721

 

121,619,061

Media - 5.0%

Comcast Corp. Class A

7,075,610

265,406,131

DIRECTV (a)

2,233,780

114,168,496

Legend Pictures LLC (a)(f)(g)

3,706

3,962,196

News Corp. Class A

5,677,980

135,817,282

Sirius XM Radio, Inc. (a)(d)

9,430,543

26,405,520

The Walt Disney Co.

2,580,086

126,604,820

 

672,364,445

Multiline Retail - 0.5%

Dollar General Corp. (a)

963,736

46,856,844

Target Corp.

233,817

14,905,834

 

61,762,678

Specialty Retail - 2.3%

AutoZone, Inc. (a)

163,213

61,204,875

CarMax, Inc. (a)

855,419

28,870,391

Limited Brands, Inc.

597,593

28,618,729

Lowe's Companies, Inc.

4,160,239

134,708,539

TJX Companies, Inc.

1,263,319

52,591,970

 

305,994,504

Textiles, Apparel & Luxury Goods - 0.3%

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

772,585

40,375,292

TOTAL CONSUMER DISCRETIONARY

1,410,938,579

CONSUMER STAPLES - 10.8%

Beverages - 3.2%

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

1,053,650

67,496,819

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

1,187,404

41,962,857

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Beverages - continued

Molson Coors Brewing Co. Class B

1,179,624

$ 50,888,979

Monster Beverage Corp. (a)

486,400

21,727,488

The Coca-Cola Co.

6,562,492

243,993,453

 

426,069,596

Food & Staples Retailing - 2.0%

Costco Wholesale Corp.

20,000

1,968,600

CVS Caremark Corp.

2,854,381

132,443,278

Kroger Co.

3,695,000

93,187,900

Safeway, Inc.

318,028

5,187,037

Walgreen Co.

986,082

34,739,669

 

267,526,484

Food Products - 0.9%

Bunge Ltd.

342,152

24,303,057

Green Mountain Coffee Roasters, Inc. (a)

220,680

5,331,629

Mead Johnson Nutrition Co. Class A

1,170,000

72,142,200

Mondelez International, Inc. (a)

655,000

17,383,700

Tyson Foods, Inc. Class A

495,000

8,320,950

 

127,481,536

Household Products - 1.6%

Colgate-Palmolive Co.

1,279,642

134,311,224

Procter & Gamble Co.

1,203,311

83,317,254

 

217,628,478

Personal Products - 0.6%

Estee Lauder Companies, Inc. Class A

1,175,756

72,450,085

Nu Skin Enterprises, Inc. Class A

179,178

8,480,495

 

80,930,580

Tobacco - 2.5%

Altria Group, Inc.

2,486,230

79,062,114

Philip Morris International, Inc.

2,861,698

253,431,975

 

332,494,089

TOTAL CONSUMER STAPLES

1,452,130,763

ENERGY - 10.8%

Energy Equipment & Services - 2.3%

Cameron International Corp. (a)

788,382

39,923,664

Ensco PLC Class A

780,766

45,143,890

Forum Energy Technologies, Inc.

335,921

7,494,398

Common Stocks - continued

Shares

Value

ENERGY - continued

Energy Equipment & Services - continued

Halliburton Co.

734,840

$ 23,727,984

National Oilwell Varco, Inc.

1,005,224

74,085,009

Noble Corp.

1,074,625

40,556,348

Ocean Rig UDW, Inc. (United States) (a)

448,040

7,110,395

Oceaneering International, Inc.

216,518

11,330,387

Oil States International, Inc. (a)

101,500

7,419,650

Schlumberger Ltd.

625,981

43,524,459

Vantage Drilling Co. (a)

3,799,042

6,990,237

 

307,306,421

Oil, Gas & Consumable Fuels - 8.5%

Anadarko Petroleum Corp.

893,681

61,494,190

Apache Corp.

714,191

59,099,305

Chevron Corp.

1,385,729

152,721,193

Cobalt International Energy, Inc. (a)

312,100

6,494,801

EQT Corp.

354,400

21,487,272

Exxon Mobil Corp.

3,679,420

335,452,721

Halcon Resources Corp. (g)

830,000

5,370,100

Hess Corp.

728,421

38,067,281

HollyFrontier Corp.

419,753

16,215,058

InterOil Corp. (a)(d)

305,011

19,667,109

Marathon Oil Corp.

2,248,989

67,604,609

Marathon Petroleum Corp.

1,063,015

58,391,414

Noble Energy, Inc.

337,612

32,076,516

Northern Tier Energy LP Class A

301,335

6,538,970

Occidental Petroleum Corp.

974,955

76,982,447

Phillips 66

403,100

19,010,196

Royal Dutch Shell PLC Class B sponsored ADR

1,162,879

82,134,144

Suncor Energy, Inc.

1,586,000

53,229,257

The Williams Companies, Inc.

1,103,800

38,621,962

 

1,150,658,545

TOTAL ENERGY

1,457,964,966

FINANCIALS - 15.7%

Capital Markets - 1.0%

BlackRock, Inc. Class A

229,018

43,440,134

E*TRADE Financial Corp. (a)

541,752

4,529,047

Evercore Partners, Inc. Class A

276,410

7,711,839

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Capital Markets - continued

Invesco Ltd.

936,035

$ 22,764,371

Morgan Stanley

803,812

13,970,253

TD Ameritrade Holding Corp.

952,900

14,951,001

The Blackstone Group LP

1,017,800

15,633,408

UBS AG

688,000

10,322,473

 

133,322,526

Commercial Banks - 3.6%

CIT Group, Inc. (a)

596,433

22,199,236

Comerica, Inc.

432,961

12,906,567

Credit Agricole SA (a)

2,318,608

17,454,572

Huntington Bancshares, Inc.

3,436,257

21,957,682

Lloyds Banking Group PLC (a)

12,431,700

8,186,313

M&T Bank Corp.

309,339

32,202,190

NBH Holdings Corp. (g)

172,349

2,947,168

Synovus Financial Corp.

4,714,560

11,550,672

U.S. Bancorp

6,767,378

224,744,623

Wells Fargo & Co.

3,844,492

129,520,935

 

483,669,958

Consumer Finance - 2.8%

Capital One Financial Corp.

4,411,980

265,468,837

Discover Financial Services

507,732

20,817,012

SLM Corp.

4,718,746

82,955,555

 

369,241,404

Diversified Financial Services - 4.0%

Bank of America Corp.

11,175,787

104,158,335

Citigroup, Inc.

5,080,484

189,959,297

ING Groep NV (Certificaten Van Aandelen) (a)

2,539,200

22,594,143

JPMorgan Chase & Co.

5,340,534

222,593,457

 

539,305,232

Insurance - 2.8%

ACE Ltd.

442,331

34,789,333

AFLAC, Inc.

212,300

10,568,294

Amlin PLC

1,837,024

11,063,505

Berkshire Hathaway, Inc.:

Class A (a)

242

31,340,210

Class B (a)

78,503

6,778,734

Direct Line Insurance Grup PLC

1,930,900

6,060,600

Fairfax Financial Holdings Ltd. (sub. vtg.)

22,100

8,198,519

Hartford Financial Services Group, Inc.

2,077,842

45,109,950

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

MetLife, Inc.

3,121,441

$ 110,779,941

Prudential Financial, Inc.

350,289

19,983,987

The Travelers Companies, Inc.

849,773

60,282,897

Validus Holdings Ltd.

954,161

34,158,964

 

379,114,934

Real Estate Investment Trusts - 1.1%

American Tower Corp.

980,522

73,823,501

Camden Property Trust (SBI)

257,742

16,915,607

Equity Lifestyle Properties, Inc.

303,800

20,454,854

Sun Communities, Inc.

336,763

14,137,311

The Macerich Co.

469,118

26,739,726

 

152,070,999

Thrifts & Mortgage Finance - 0.4%

Ocwen Financial Corp. (a)

1,366,062

52,689,011

TOTAL FINANCIALS

2,109,414,064

HEALTH CARE - 11.7%

Biotechnology - 3.1%

Alexion Pharmaceuticals, Inc. (a)

32,478

2,935,362

Amgen, Inc.

1,967,265

170,256,949

Biogen Idec, Inc. (a)

467,186

64,574,449

BioMarin Pharmaceutical, Inc. (a)

341,278

12,640,937

CSL Ltd.

401,258

19,784,979

Gilead Sciences, Inc. (a)

1,633,246

109,688,801

Onyx Pharmaceuticals, Inc. (a)

421,400

33,020,904

Regeneron Pharmaceuticals, Inc. (a)

65,000

9,249,500

 

422,151,881

Health Care Equipment & Supplies - 1.5%

C.R. Bard, Inc.

198,757

19,118,436

Covidien PLC

1,466,351

80,575,987

Edwards Lifesciences Corp. (a)

490,948

42,629,015

Intuitive Surgical, Inc. (a)

14,000

7,591,080

The Cooper Companies, Inc.

507,715

48,730,486

 

198,645,004

Health Care Providers & Services - 2.1%

Catamaran Corp. (a)

589,158

27,666,093

CIGNA Corp.

799,934

40,796,634

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Providers & Services - continued

Express Scripts Holding Co. (a)

346,277

$ 21,309,887

Henry Schein, Inc. (a)

674,487

49,763,651

McKesson Corp.

497,754

46,445,426

UnitedHealth Group, Inc.

1,669,851

93,511,656

 

279,493,347

Health Care Technology - 0.2%

Cerner Corp. (a)

317,100

24,159,849

Life Sciences Tools & Services - 0.1%

Thermo Fisher Scientific, Inc.

268,000

16,364,080

Pharmaceuticals - 4.7%

Allergan, Inc.

790,213

71,055,953

Eli Lilly & Co.

405,400

19,714,602

Endo Pharmaceuticals Holdings, Inc. (a)

370,000

10,604,200

Merck & Co., Inc.

3,489,146

159,209,732

Pfizer, Inc.

11,889,383

295,688,955

Sanofi SA sponsored ADR

580,926

25,473,605

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

1,084,343

60,582,067

 

642,329,114

TOTAL HEALTH CARE

1,583,143,275

INDUSTRIALS - 10.0%

Aerospace & Defense - 2.3%

BE Aerospace, Inc. (a)

975,600

43,989,804

Honeywell International, Inc.

1,576,105

96,520,670

Precision Castparts Corp.

483,790

83,729,535

Textron, Inc.

1,621,327

40,873,654

TransDigm Group, Inc.

352,400

46,943,204

 

312,056,867

Building Products - 0.4%

Armstrong World Industries, Inc.

581,397

30,116,365

Owens Corning (a)

473,432

15,902,581

 

46,018,946

Commercial Services & Supplies - 0.3%

Republic Services, Inc.

1,502,100

42,584,535

Electrical Equipment - 2.4%

AMETEK, Inc.

2,306,588

81,999,203

Hubbell, Inc. Class B

932,000

78,027,040

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Electrical Equipment - continued

Regal-Beloit Corp.

601,688

$ 39,218,024

Rockwell Automation, Inc.

693,200

49,258,792

Roper Industries, Inc.

722,322

78,855,893

 

327,358,952

Industrial Conglomerates - 1.4%

3M Co.

1,027,000

89,965,200

Danaher Corp.

1,840,396

95,203,685

 

185,168,885

Machinery - 1.7%

Cummins, Inc.

797,582

74,637,724

Illinois Tool Works, Inc.

804,535

49,342,132

Ingersoll-Rand PLC

1,532,600

72,078,178

WABCO Holdings, Inc. (a)

595,600

34,884,292

 

230,942,326

Professional Services - 0.3%

IHS, Inc. Class A (a)

542,800

45,806,892

Road & Rail - 0.6%

J.B. Hunt Transport Services, Inc.

1,284,450

75,397,215

Trading Companies & Distributors - 0.6%

W.W. Grainger, Inc.

389,243

78,397,433

TOTAL INDUSTRIALS

1,343,732,051

INFORMATION TECHNOLOGY - 19.0%

Communications Equipment - 0.5%

Acme Packet, Inc. (a)

814,287

13,468,307

Juniper Networks, Inc. (a)

2,037,481

33,761,060

Polycom, Inc. (a)

1,057,491

10,596,060

Riverbed Technology, Inc. (a)

490,023

9,050,725

 

66,876,152

Computers & Peripherals - 5.3%

Apple, Inc.

1,099,706

654,435,036

Dell, Inc.

4,635,100

42,781,973

NCR Corp. (a)

699,800

14,891,744

 

712,108,753

Electronic Equipment & Components - 0.7%

Arrow Electronics, Inc. (a)

516,200

18,185,726

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Components - continued

Jabil Circuit, Inc.

3,310,565

$ 57,405,197

Molex, Inc. (d)

698,500

18,140,045

 

93,730,968

Internet Software & Services - 3.7%

Dice Holdings, Inc. (a)

155,376

1,371,970

eBay, Inc. (a)

2,691,941

129,993,831

Facebook, Inc. Class A (d)

2,215,141

46,772,702

Google, Inc. Class A (a)

470,414

319,773,325

 

497,911,828

IT Services - 3.6%

Amdocs Ltd.

1,592,900

52,677,203

Cognizant Technology Solutions Corp. Class A (a)

1,112,800

74,168,120

Fidelity National Information Services, Inc.

2,182,400

71,735,488

Fiserv, Inc. (a)

526,500

39,455,910

FleetCor Technologies, Inc. (a)

168,889

8,007,027

Global Payments, Inc.

754,000

32,233,500

Visa, Inc. Class A

1,493,500

207,238,060

 

485,515,308

Semiconductors & Semiconductor Equipment - 2.9%

Altera Corp.

1,751,300

53,379,624

Analog Devices, Inc.

2,004,882

78,410,935

Avago Technologies Ltd.

1,164,675

38,469,215

Broadcom Corp. Class A

5,455,300

172,032,886

Freescale Semiconductor Holdings I Ltd. (a)(d)

2,077,000

18,568,380

Skyworks Solutions, Inc. (a)

1,359,531

31,813,025

 

392,674,065

Software - 2.3%

Activision Blizzard, Inc.

2,691,966

29,315,510

Compuware Corp. (a)

6,849,300

59,314,938

Electronic Arts, Inc. (a)

2,078,515

25,669,660

Nuance Communications, Inc. (a)

2,192,646

48,808,300

Symantec Corp. (a)

3,194,200

58,102,498

Synopsys, Inc. (a)

960,600

30,931,320

VMware, Inc. Class A (a)

709,800

60,169,746

 

312,311,972

TOTAL INFORMATION TECHNOLOGY

2,561,129,046

Common Stocks - continued

Shares

Value

MATERIALS - 3.4%

Chemicals - 2.4%

Air Products & Chemicals, Inc.

630,130

$ 48,853,979

Albemarle Corp.

306,205

16,874,958

Eastman Chemical Co.

669,203

39,643,586

Ecolab, Inc.

586,095

40,792,212

LyondellBasell Industries NV Class A

827,000

44,153,530

Monsanto Co.

606,300

52,184,241

Sherwin-Williams Co.

301,277

42,956,075

Sigma Aldrich Corp.

447,600

31,394,664

 

316,853,245

Containers & Packaging - 0.5%

Ball Corp.

693,177

29,688,771

Rock-Tenn Co. Class A

504,530

36,926,551

 

66,615,322

Metals & Mining - 0.5%

Allied Nevada Gold Corp. (a)

385,100

14,217,892

Freeport-McMoRan Copper & Gold, Inc.

1,145,600

44,540,928

Royal Gold, Inc.

177,400

15,625,392

 

74,384,212

TOTAL MATERIALS

457,852,779

TELECOMMUNICATION SERVICES - 2.4%

Diversified Telecommunication Services - 1.8%

AT&T, Inc.

511,874

17,705,722

CenturyLink, Inc.

1,600,116

61,412,452

Verizon Communications, Inc.

3,560,593

158,944,872

 

238,063,046

Wireless Telecommunication Services - 0.6%

China Mobile Ltd. sponsored ADR

3,900

216,021

MetroPCS Communications, Inc. (a)

69,300

707,553

SBA Communications Corp. Class A (a)

745,900

49,699,317

Sprint Nextel Corp. (a)

4,086,177

22,637,421

Vodafone Group PLC sponsored ADR

475,500

12,943,110

 

86,203,422

TOTAL TELECOMMUNICATION SERVICES

324,266,468

Common Stocks - continued

Shares

Value

UTILITIES - 3.5%

Electric Utilities - 2.1%

American Electric Power Co., Inc.

507,055

$ 22,533,524

Duke Energy Corp.

1,372,031

90,128,716

Edison International

1,399,573

65,695,957

Exelon Corp.

232,899

8,333,126

FirstEnergy Corp.

1,257,022

57,471,046

NextEra Energy, Inc.

554,796

38,869,008

 

283,031,377

Gas Utilities - 0.1%

ONEOK, Inc.

209,882

9,927,419

Independent Power Producers & Energy Traders - 0.3%

Calpine Corp. (a)

244,700

4,306,720

NRG Energy, Inc.

395,018

8,516,588

The AES Corp.

2,762,864

28,871,929

 

41,695,237

Multi-Utilities - 1.0%

CenterPoint Energy, Inc.

1,322,556

28,659,789

NiSource, Inc.

670,996

17,090,268

PG&E Corp.

653,356

27,780,697

Sempra Energy

855,188

59,649,363

 

133,180,117

TOTAL UTILITIES

467,834,150

TOTAL COMMON STOCKS

(Cost $11,205,884,625)


13,168,406,141

U.S. Treasury Obligations - 0.1%

 

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.09% to 0.1% 11/23/12 (e)
(Cost $9,779,381)

$ 9,780,000


9,779,511

Money Market Funds - 2.2%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

258,787,150

$ 258,787,150

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

40,337,150

40,337,150

TOTAL MONEY MARKET FUNDS

(Cost $299,124,300)


299,124,300

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $11,514,788,306)

13,477,309,952

NET OTHER ASSETS (LIABILITIES) - (0.1)%

(14,426,022)

NET ASSETS - 100%

$ 13,462,883,930

Futures Contracts

 

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

2,018 CME E-mini S&P 500 Index Contracts

Dec. 2012

$ 141,946,120

$ (2,301,500)

 

The face value of futures purchased as a percentage of net assets is 1.1%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $6,629,669.

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

(g) 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 $12,279,464 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

NBH Holdings Corp.

10/13/09

$ 3,446,980

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

$ 422,701

Fidelity Securities Lending Cash Central Fund

940,436

Total

$ 1,363,137

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 1,410,938,579

$ 1,406,976,380

$ -

$ 3,962,199

Consumer Staples

1,452,130,763

1,452,130,763

-

-

Energy

1,457,964,966

1,457,964,966

-

-

Financials

2,109,414,064

2,065,363,967

44,050,097

-

Health Care

1,583,143,275

1,583,143,275

-

-

Industrials

1,343,732,051

1,343,732,051

-

-

Information Technology

2,561,129,046

2,561,129,046

-

-

Materials

457,852,779

457,852,779

-

-

Telecommunication Services

324,266,468

324,266,468

-

-

Utilities

467,834,150

467,834,150

-

-

U.S. Government and Government Agency Obligations

9,779,511

-

9,779,511

-

Money Market Funds

299,124,300

299,124,300

-

-

Total Investments in Securities:

$ 13,477,309,952

$ 13,419,518,145

$ 53,829,608

$ 3,962,199

Derivative Instruments:

Liabilities

Futures Contracts

$ (2,301,500)

$ (2,301,500)

$ -

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $11,547,984,511. Net unrealized appreciation aggregated $1,929,325,441, of which $2,148,894,005 related to appreciated investment securities and $219,568,564 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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 generally categorized as Level 3 in the hierarchy.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity ® Series Large Cap
Value Fund

October 31, 2012 

1.884765.107

LPV-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 93.0%

Shares

Value

CONSUMER DISCRETIONARY - 7.6%

Diversified Consumer Services - 0.6%

DeVry, Inc. (d)

2,718,691

$ 71,392,826

Hotels, Restaurants & Leisure - 0.2%

Brinker International, Inc.

860,400

26,500,320

Household Durables - 1.9%

Garmin Ltd. (d)

2,218,884

84,295,403

Jarden Corp.

1,151,300

57,334,740

PulteGroup, Inc. (a)

1,986,800

34,451,112

Whirlpool Corp.

411,800

40,224,624

 

216,305,879

Internet & Catalog Retail - 0.3%

Liberty Media Corp. Interactive Series A (a)

1,917,800

38,356,000

Media - 2.2%

Comcast Corp. Class A

2,445,500

91,730,705

DISH Network Corp. Class A

2,485,202

88,547,747

Washington Post Co. Class B (d)

232,913

77,678,815

 

257,957,267

Multiline Retail - 1.6%

JCPenney Co., Inc. (d)

3,520,343

84,523,435

Macy's, Inc.

1,079,100

41,081,337

Target Corp.

987,500

62,953,125

 

188,557,897

Specialty Retail - 0.5%

Best Buy Co., Inc.

1,037,100

15,774,291

Foot Locker, Inc.

1,324,600

44,374,100

 

60,148,391

Textiles, Apparel & Luxury Goods - 0.3%

PVH Corp.

316,300

34,789,837

TOTAL CONSUMER DISCRETIONARY

894,008,417

CONSUMER STAPLES - 6.4%

Beverages - 0.8%

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

1,017,600

35,961,984

Dr Pepper Snapple Group, Inc.

686,400

29,412,240

Molson Coors Brewing Co. Class B

766,000

33,045,240

 

98,419,464

Food & Staples Retailing - 1.6%

CVS Caremark Corp.

1,066,530

49,486,992

Safeway, Inc.

1,584,400

25,841,564

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Wal-Mart Stores, Inc.

715,500

$ 53,676,810

Walgreen Co.

1,550,300

54,617,069

 

183,622,435

Food Products - 2.7%

ConAgra Foods, Inc.

1,443,400

40,184,256

Kraft Foods Group, Inc. (a)

964,256

43,854,363

Mondelez International, Inc. (a)

3,534,040

93,793,422

Ralcorp Holdings, Inc. (a)

1,076,264

77,695,498

The J.M. Smucker Co.

273,400

23,413,976

Tyson Foods, Inc. Class A

2,097,800

35,264,018

 

314,205,533

Household Products - 1.0%

Procter & Gamble Co.

1,778,422

123,137,939

Tobacco - 0.3%

Lorillard, Inc.

263,500

30,568,635

TOTAL CONSUMER STAPLES

749,954,006

ENERGY - 16.4%

Energy Equipment & Services - 1.8%

Cameron International Corp. (a)

2,321,890

117,580,510

Halliburton Co.

803,151

25,933,746

National Oilwell Varco, Inc.

1,004,400

74,024,280

 

217,538,536

Oil, Gas & Consumable Fuels - 14.6%

Anadarko Petroleum Corp.

1,851,335

127,390,361

Apache Corp.

1,191,300

98,580,075

Chevron Corp.

2,942,352

324,276,614

Energen Corp.

362,581

16,914,404

Exxon Mobil Corp.

6,526,532

595,023,922

Hess Corp.

1,599,390

83,584,121

Marathon Petroleum Corp.

1,679,505

92,255,210

Murphy Oil Corp.

651,716

39,102,960

Occidental Petroleum Corp.

1,826,088

144,187,908

Phillips 66

1,808,600

85,293,576

Common Stocks - continued

Shares

Value

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

The Williams Companies, Inc.

1,767,450

$ 61,843,076

Valero Energy Corp.

1,379,100

40,131,810

 

1,708,584,037

TOTAL ENERGY

1,926,122,573

FINANCIALS - 24.2%

Capital Markets - 2.3%

Bank of New York Mellon Corp.

1,607,100

39,711,441

E*TRADE Financial Corp. (a)

10,370,070

86,693,785

Goldman Sachs Group, Inc.

249,450

30,530,186

KKR & Co. LP

3,015,600

45,384,780

State Street Corp.

1,500,899

66,895,068

 

269,215,260

Commercial Banks - 6.2%

Fifth Third Bancorp

3,243,442

47,127,212

KeyCorp

9,706,024

81,724,722

PNC Financial Services Group, Inc.

1,380,700

80,342,933

SunTrust Banks, Inc.

1,971,600

53,627,520

U.S. Bancorp

3,745,821

124,398,715

Wells Fargo & Co.

8,971,045

302,234,506

Zions Bancorporation

1,728,852

37,118,452

 

726,574,060

Consumer Finance - 1.9%

Capital One Financial Corp.

2,431,200

146,285,304

Discover Financial Services

1,940,700

79,568,700

 

225,854,004

Diversified Financial Services - 5.7%

Bank of America Corp.

7,154,632

66,681,170

Citigroup, Inc.

8,577,141

320,699,302

JPMorgan Chase & Co.

6,842,736

285,205,236

 

672,585,708

Insurance - 6.4%

ACE Ltd.

663,800

52,207,870

Allied World Assurance Co. Holdings Ltd.

396,700

31,855,010

Allstate Corp.

1,503,360

60,104,333

American International Group, Inc. (a)

2,227,200

77,796,096

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Insurance - continued

Assurant, Inc.

1,249,946

$ 47,260,458

Axis Capital Holdings Ltd.

497,800

18,030,316

Berkshire Hathaway, Inc. Class B (a)

981,707

84,770,399

Everest Re Group Ltd.

319,800

35,513,790

Lincoln National Corp.

1,493,000

37,011,470

MetLife, Inc.

2,983,057

105,868,693

RenaissanceRe Holdings Ltd.

623,030

50,689,721

The Chubb Corp.

427,561

32,913,646

Validus Holdings Ltd.

946,600

33,888,280

XL Group PLC Class A

3,171,719

78,468,328

 

746,378,410

Real Estate Investment Trusts - 1.7%

Boston Properties, Inc.

373,300

39,681,790

Public Storage

217,300

30,124,299

Simon Property Group, Inc.

237,600

36,165,096

Ventas, Inc.

716,700

45,345,609

Weyerhaeuser Co.

1,704,051

47,185,172

 

198,501,966

TOTAL FINANCIALS

2,839,109,408

HEALTH CARE - 12.3%

Biotechnology - 0.3%

Amgen, Inc.

356,100

30,818,675

Health Care Providers & Services - 2.1%

Aetna, Inc.

1,044,200

45,631,540

CIGNA Corp.

865,300

44,130,300

HCA Holdings, Inc.

2,953,872

83,919,504

UnitedHealth Group, Inc.

1,375,700

77,039,200

 

250,720,544

Pharmaceuticals - 9.9%

Bristol-Myers Squibb Co.

1,572,838

52,296,864

Eli Lilly & Co.

1,947,080

94,686,500

Johnson & Johnson

2,318,001

164,160,831

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Pharmaceuticals - continued

Merck & Co., Inc.

8,470,008

$ 386,486,465

Pfizer, Inc.

18,394,122

457,461,814

 

1,155,092,474

TOTAL HEALTH CARE

1,436,631,693

INDUSTRIALS - 7.7%

Aerospace & Defense - 2.5%

General Dynamics Corp.

1,153,900

78,557,512

Raytheon Co.

1,065,900

60,287,304

Textron, Inc.

6,122,317

154,343,612

 

293,188,428

Construction & Engineering - 0.8%

Fluor Corp.

579,200

32,348,320

Jacobs Engineering Group, Inc. (a)

1,561,419

60,255,159

 

92,603,479

Industrial Conglomerates - 3.4%

General Electric Co.

19,006,171

400,269,961

Machinery - 1.0%

AGCO Corp. (a)

1,009,600

45,946,896

ITT Corp.

1,570,800

32,672,640

Timken Co.

870,900

34,391,841

 

113,011,377

TOTAL INDUSTRIALS

899,073,245

INFORMATION TECHNOLOGY - 6.4%

Communications Equipment - 0.8%

Cisco Systems, Inc.

5,620,715

96,339,055

Computers & Peripherals - 1.0%

Hewlett-Packard Co.

8,430,748

116,765,860

Electronic Equipment & Components - 0.4%

Corning, Inc.

4,381,726

51,485,281

IT Services - 0.1%

Vantiv, Inc.

497,928

10,048,187

Office Electronics - 0.7%

Xerox Corp.

13,204,159

85,034,784

Common Stocks - continued

Shares

Value

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - 1.0%

Advanced Micro Devices, Inc. (a)(d)

12,574,862

$ 25,778,467

Broadcom Corp. Class A

992,800

31,307,948

KLA-Tencor Corp.

767,700

35,713,404

Marvell Technology Group Ltd.

3,191,700

25,182,513

 

117,982,332

Software - 2.4%

CA Technologies, Inc.

1,432,400

32,257,648

Comverse Technology, Inc. (a)

7,087,949

46,709,584

Microsoft Corp.

1,598,050

45,600,357

Symantec Corp. (a)

6,672,432

121,371,538

Synopsys, Inc. (a)

984,800

31,710,560

 

277,649,687

TOTAL INFORMATION TECHNOLOGY

755,305,186

MATERIALS - 2.7%

Chemicals - 1.2%

Ashland, Inc.

472,805

33,640,076

CF Industries Holdings, Inc.

176,300

36,174,997

LyondellBasell Industries NV Class A

1,366,100

72,936,079

 

142,751,152

Metals & Mining - 1.0%

Newmont Mining Corp.

1,572,618

85,786,312

Reliance Steel & Aluminum Co.

624,100

33,913,594

 

119,699,906

Paper & Forest Products - 0.5%

International Paper Co.

1,594,200

57,120,186

TOTAL MATERIALS

319,571,244

TELECOMMUNICATION SERVICES - 2.9%

Diversified Telecommunication Services - 2.1%

AT&T, Inc.

5,529,133

191,252,710

CenturyLink, Inc.

1,305,525

50,106,050

 

241,358,760

Wireless Telecommunication Services - 0.8%

Sprint Nextel Corp. (a)

17,982,603

99,623,621

TOTAL TELECOMMUNICATION SERVICES

340,982,381

Common Stocks - continued

Shares

Value

UTILITIES - 6.4%

Electric Utilities - 5.0%

American Electric Power Co., Inc.

1,423,000

$ 63,238,120

Duke Energy Corp.

521,505

34,257,663

Edison International

1,662,457

78,035,732

FirstEnergy Corp.

3,752,892

171,582,222

NextEra Energy, Inc.

2,186,174

153,163,350

NV Energy, Inc.

1,866,500

35,482,165

PPL Corp.

1,526,900

45,165,702

 

580,924,954

Multi-Utilities - 1.4%

CenterPoint Energy, Inc.

3,198,200

69,304,994

Consolidated Edison, Inc.

743,100

44,868,378

Sempra Energy

757,171

52,812,677

 

166,986,049

TOTAL UTILITIES

747,911,003

TOTAL COMMON STOCKS

(Cost $9,420,842,967)


10,908,669,156

U.S. Treasury Obligations - 0.1%

 

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.1% to 0.12% 11/23/12 to 12/20/12 (e)
(Cost $6,049,525)

$ 6,050,000


6,049,629

Money Market Funds - 8.6%

Shares

Value

Fidelity Cash Central Fund, 0.19% (b)

807,605,021

807,605,021

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

206,010,254

206,010,254

TOTAL MONEY MARKET FUNDS

(Cost $1,013,615,275)


1,013,615,275

TOTAL INVESTMENT PORTFOLIO - 101.7%

(Cost $10,440,507,767)

11,928,334,060

NET OTHER ASSETS (LIABILITIES) - (1.7)%

(201,612,469)

NET ASSETS - 100%

$ 11,726,721,591

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

3,434 NYFE Russell 1000 Value Index Contracts

Dec. 2012

$ 240,448,680

$ (1,990,679)

 

The face value of futures purchased as a percentage of net assets is 2.1%

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $4,849,689.

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

$ 699,772

Fidelity Securities Lending Cash Central Fund

930,508

Total

$ 1,630,280

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

$ 1,480,970

$ 57,104,775

$ -

$ -

Total

$ 102,161,310

$ 1,480,970

$ 57,104,775

$ -

$ -

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 894,008,417

$ 894,008,417

$ -

$ -

Consumer Staples

749,954,006

749,954,006

-

-

Energy

1,926,122,573

1,926,122,573

-

-

Financials

2,839,109,408

2,839,109,408

-

-

Health Care

1,436,631,693

1,436,631,693

-

-

Industrials

899,073,245

899,073,245

-

-

Information Technology

755,305,186

755,305,186

-

-

Materials

319,571,244

319,571,244

-

-

Telecommunication Services

340,982,381

340,982,381

-

-

Utilities

747,911,003

747,911,003

-

-

U.S. Government and Government Agency Obligations

6,049,629

-

6,049,629

-

Money Market Funds

1,013,615,275

1,013,615,275

-

-

Total Investments in Securities:

$ 11,928,334,060

$ 11,922,284,431

$ 6,049,629

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (1,990,679)

$ (1,990,679)

$ -

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $10,508,303,643. Net unrealized appreciation aggregated $1,420,030,417, of which $1,772,666,170 related to appreciated investment securities and $352,635,753 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. 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 ® Stock Selector Large Cap Value Fund

October 31, 2012 

1.809080.109

LCV-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

CONSUMER DISCRETIONARY - 7.5%

Auto Components - 0.5%

Delphi Automotive PLC

83,600

$ 2,628,384

Hotels, Restaurants & Leisure - 1.1%

Carnival Corp. unit

72,100

2,731,148

Penn National Gaming, Inc. (a)

57,649

2,330,749

 

5,061,897

Household Durables - 0.4%

Jarden Corp.

38,195

1,902,111

Media - 2.8%

Comcast Corp. Class A

145,775

5,468,020

News Corp. Class A

186,200

4,453,904

Omnicom Group, Inc.

42,500

2,036,175

Viacom, Inc. Class B (non-vtg.)

30,400

1,558,608

 

13,516,707

Multiline Retail - 1.5%

Macy's, Inc.

57,650

2,194,736

Target Corp.

79,734

5,083,043

 

7,277,779

Specialty Retail - 1.2%

Best Buy Co., Inc.

71,100

1,081,431

Lowe's Companies, Inc.

140,763

4,557,906

 

5,639,337

TOTAL CONSUMER DISCRETIONARY

36,026,215

CONSUMER STAPLES - 7.5%

Beverages - 1.3%

Dr Pepper Snapple Group, Inc.

66,900

2,866,665

Molson Coors Brewing Co. Class B

79,500

3,429,630

 

6,296,295

Food & Staples Retailing - 0.9%

Walgreen Co.

123,640

4,355,837

Food Products - 2.7%

Archer Daniels Midland Co.

43,000

1,154,120

ConAgra Foods, Inc.

108,910

3,032,054

Mondelez International, Inc. (a)

202,190

5,366,123

The J.M. Smucker Co.

40,020

3,427,313

 

12,979,610

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 2.1%

Procter & Gamble Co.

99,580

$ 6,894,919

Reckitt Benckiser Group PLC

52,600

3,183,122

 

10,078,041

Tobacco - 0.5%

Lorillard, Inc.

19,400

2,250,594

TOTAL CONSUMER STAPLES

35,960,377

ENERGY - 16.5%

Energy Equipment & Services - 1.4%

Cameron International Corp. (a)

73,900

3,742,296

National Oilwell Varco, Inc.

39,600

2,918,520

 

6,660,816

Oil, Gas & Consumable Fuels - 15.1%

Anadarko Petroleum Corp.

91,020

6,263,086

Apache Corp.

27,092

2,241,863

BP PLC sponsored ADR

121,900

5,228,291

Canadian Natural Resources Ltd.

155,700

4,692,436

Exxon Mobil Corp.

123,300

11,241,261

Marathon Petroleum Corp.

75,400

4,141,722

Noble Energy, Inc.

39,580

3,760,496

Occidental Petroleum Corp.

128,078

10,113,039

Phillips 66

38,700

1,825,092

Royal Dutch Shell PLC Class A sponsored ADR

130,557

8,940,543

Suncor Energy, Inc.

241,100

8,091,787

The Williams Companies, Inc.

183,598

6,424,094

 

72,963,710

TOTAL ENERGY

79,624,526

FINANCIALS - 25.8%

Capital Markets - 3.9%

Bank of New York Mellon Corp.

219,500

5,423,845

Invesco Ltd.

174,900

4,253,568

Morgan Stanley

162,100

2,817,298

State Street Corp.

112,900

5,031,953

SWS Group, Inc. (a)

206,900

1,177,261

 

18,703,925

Commercial Banks - 8.1%

CIT Group, Inc. (a)

101,200

3,766,664

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

First Citizen Bancshares, Inc.

3,100

$ 523,125

Itau Unibanco Holdings SA sponsored ADR

208,700

3,042,846

PNC Financial Services Group, Inc.

97,200

5,656,068

Popular, Inc. (a)

235,480

4,551,828

U.S. Bancorp

207,300

6,884,433

Wells Fargo & Co.

439,200

14,796,648

 

39,221,612

Consumer Finance - 1.0%

SLM Corp.

279,100

4,906,578

Insurance - 8.0%

ACE Ltd.

68,000

5,348,200

AFLAC, Inc.

86,950

4,328,371

Berkshire Hathaway, Inc. Class B (a)

158,757

13,708,667

MetLife, Inc.

123,700

4,390,113

National Western Life Insurance Co. Class A

17,250

2,421,383

Old Republic International Corp.

362,500

3,581,500

StanCorp Financial Group, Inc.

58,100

1,995,735

Torchmark Corp.

61,550

3,113,815

 

38,887,784

Real Estate Investment Trusts - 1.7%

American Tower Corp.

46,200

3,478,398

Boston Properties, Inc.

23,800

2,529,940

Equity Lifestyle Properties, Inc.

7,500

504,975

Public Storage

11,000

1,524,930

 

8,038,243

Real Estate Management & Development - 2.4%

Consolidated-Tomoka Land Co.

40,000

1,312,800

Kennedy-Wilson Holdings, Inc.

738,800

10,490,960

 

11,803,760

Thrifts & Mortgage Finance - 0.7%

People's United Financial, Inc.

266,700

3,208,401

TOTAL FINANCIALS

124,770,303

HEALTH CARE - 11.6%

Health Care Equipment & Supplies - 1.0%

Baxter International, Inc.

5,300

331,939

Covidien PLC

20,000

1,099,000

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Medtronic, Inc.

27,700

$ 1,151,766

Teleflex, Inc.

6,200

421,290

Zimmer Holdings, Inc.

31,300

2,009,773

 

5,013,768

Health Care Providers & Services - 2.1%

Aetna, Inc.

27,800

1,214,860

Cardinal Health, Inc.

11,700

481,221

Humana, Inc.

4,800

356,496

UnitedHealth Group, Inc.

96,800

5,420,800

WellPoint, Inc.

43,901

2,690,253

 

10,163,630

Health Care Technology - 0.1%

Allscripts Healthcare Solutions, Inc. (a)

21,200

273,904

Life Sciences Tools & Services - 0.7%

Thermo Fisher Scientific, Inc.

53,642

3,275,381

Pharmaceuticals - 7.7%

Eli Lilly & Co.

18,400

894,792

Jazz Pharmaceuticals PLC (a)

3,600

193,428

Johnson & Johnson

154,800

10,962,936

Merck & Co., Inc.

238,800

10,896,444

Pfizer, Inc.

562,000

13,976,940

The Medicines Company (a)

20,700

453,744

 

37,378,284

TOTAL HEALTH CARE

56,104,967

INDUSTRIALS - 9.6%

Aerospace & Defense - 1.5%

General Dynamics Corp.

69,800

4,751,984

United Technologies Corp.

29,300

2,290,088

 

7,042,072

Air Freight & Logistics - 0.4%

FedEx Corp.

21,000

1,931,790

Commercial Services & Supplies - 1.0%

Corrections Corp. of America

53,700

1,807,005

The Geo Group, Inc.

112,200

3,110,184

 

4,917,189

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 1.4%

AECOM Technology Corp. (a)

204,800

$ 4,397,056

Foster Wheeler AG (a)

111,800

2,489,786

 

6,886,842

Industrial Conglomerates - 3.5%

General Electric Co.

804,200

16,936,448

Machinery - 0.7%

Oshkosh Truck Corp. (a)

66,915

2,006,112

Stanley Black & Decker, Inc.

19,317

1,338,668

 

3,344,780

Professional Services - 0.7%

Towers Watson & Co.

61,500

3,303,165

Road & Rail - 0.4%

Union Pacific Corp.

17,800

2,189,934

TOTAL INDUSTRIALS

46,552,220

INFORMATION TECHNOLOGY - 5.5%

Communications Equipment - 1.6%

Brocade Communications Systems, Inc. (a)

200,500

1,062,650

Cisco Systems, Inc.

397,100

6,806,294

 

7,868,944

Computers & Peripherals - 0.7%

Hewlett-Packard Co.

259,027

3,587,524

Electronic Equipment & Components - 0.9%

Corning, Inc.

204,798

2,406,377

Jabil Circuit, Inc.

108,548

1,882,222

 

4,288,599

Semiconductors & Semiconductor Equipment - 1.8%

Broadcom Corp. Class A

69,100

2,179,069

Freescale Semiconductor Holdings I Ltd. (a)

166,959

1,492,613

Intersil Corp. Class A

241,238

1,700,728

Marvell Technology Group Ltd.

208,564

1,645,570

ON Semiconductor Corp. (a)

255,300

1,570,095

 

8,588,075

Software - 0.5%

Symantec Corp. (a)

120,700

2,195,533

TOTAL INFORMATION TECHNOLOGY

26,528,675

Common Stocks - continued

Shares

Value

MATERIALS - 4.3%

Chemicals - 3.1%

Air Products & Chemicals, Inc.

40,850

$ 3,167,101

Ashland, Inc.

61,600

4,382,840

Eastman Chemical Co.

41,000

2,428,840

LyondellBasell Industries NV Class A

90,220

4,816,846

 

14,795,627

Containers & Packaging - 0.7%

Rock-Tenn Co. Class A

47,070

3,445,053

Metals & Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.

62,600

2,433,888

TOTAL MATERIALS

20,674,568

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

236,100

8,166,699

CenturyLink, Inc.

78,114

2,998,015

Frontier Communications Corp. (d)

308,300

1,455,176

 

12,619,890

Wireless Telecommunication Services - 0.5%

NII Holdings, Inc. (a)(d)

319,500

2,546,415

TOTAL TELECOMMUNICATION SERVICES

15,166,305

UTILITIES - 6.8%

Electric Utilities - 3.8%

Edison International

44,200

2,074,748

FirstEnergy Corp.

36,600

1,673,352

ITC Holdings Corp.

43,500

3,463,470

NextEra Energy, Inc.

49,910

3,496,695

Northeast Utilities

125,000

4,912,500

OGE Energy Corp.

53,040

3,054,043

 

18,674,808

Gas Utilities - 0.2%

ONEOK, Inc.

17,500

827,750

Independent Power Producers & Energy Traders - 0.6%

Calpine Corp. (a)

54,830

965,008

The AES Corp.

174,490

1,823,421

 

2,788,429

Common Stocks - continued

Shares

Value

UTILITIES - continued

Multi-Utilities - 2.2%

CenterPoint Energy, Inc.

79,800

$ 1,729,266

PG&E Corp.

93,400

3,971,368

Sempra Energy

70,250

4,899,938

 

10,600,572

TOTAL UTILITIES

32,891,559

TOTAL COMMON STOCKS

(Cost $473,452,703)


474,299,715

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

FINANCIALS - 0.0%

Real Estate Investment Trusts - 0.0%

Eagle Hospitality Properties Trust, Inc. 8.25% (a)

(Cost $147,245)

49,000


245,000

U.S. Treasury Obligations - 0.1%

 

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.1% 11/23/12 (e)
(Cost $349,977)

$ 350,000


349,983

Money Market Funds - 2.4%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

10,700,549

10,700,549

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

935,040

935,040

TOTAL MONEY MARKET FUNDS

(Cost $11,635,589)


11,635,589

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $485,585,514)

486,530,287

NET OTHER ASSETS (LIABILITIES) - (0.7)%

(3,352,359)

NET ASSETS - 100%

$ 483,177,928

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

126 NYFE Russell 1000 Value Index Contracts

Dec. 2012

$ 8,822,520

$ (172,393)

 

The face value of futures purchased as a percentage of net assets is 1.8%

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $349,983.

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

$ 11,010

Fidelity Securities Lending Cash Central Fund

38,846

Total

$ 49,856

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 36,026,215

$ 36,026,215

$ -

$ -

Consumer Staples

35,960,377

35,960,377

-

-

Energy

79,624,526

79,624,526

-

-

Financials

125,015,303

125,015,303

-

-

Health Care

56,104,967

56,104,967

-

-

Industrials

46,552,220

46,552,220

-

-

Information Technology

26,528,675

26,528,675

-

-

Materials

20,674,568

20,674,568

-

-

Telecommunication Services

15,166,305

15,166,305

-

-

Utilities

32,891,559

32,891,559

-

-

U.S. Government and Government Agency Obligations

349,983

-

349,983

-

Money Market Funds

11,635,589

11,635,589

-

-

Total Investments in Securities:

$ 486,530,287

$ 486,180,304

$ 349,983

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (172,393)

$ (172,393)

$ -

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $491,996,819. Net unrealized depreciation aggregated $5,466,532, of which $45,060,755 related to appreciated investment securities and $50,527,287 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor® Stock Selector Large Cap Value Fund

Class A
Class T
Class B
Class C
Institutional Class

October 31, 2012

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

1.859111.106

ALCV-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%

Shares

Value

CONSUMER DISCRETIONARY - 7.5%

Auto Components - 0.5%

Delphi Automotive PLC

83,600

$ 2,628,384

Hotels, Restaurants & Leisure - 1.1%

Carnival Corp. unit

72,100

2,731,148

Penn National Gaming, Inc. (a)

57,649

2,330,749

 

5,061,897

Household Durables - 0.4%

Jarden Corp.

38,195

1,902,111

Media - 2.8%

Comcast Corp. Class A

145,775

5,468,020

News Corp. Class A

186,200

4,453,904

Omnicom Group, Inc.

42,500

2,036,175

Viacom, Inc. Class B (non-vtg.)

30,400

1,558,608

 

13,516,707

Multiline Retail - 1.5%

Macy's, Inc.

57,650

2,194,736

Target Corp.

79,734

5,083,043

 

7,277,779

Specialty Retail - 1.2%

Best Buy Co., Inc.

71,100

1,081,431

Lowe's Companies, Inc.

140,763

4,557,906

 

5,639,337

TOTAL CONSUMER DISCRETIONARY

36,026,215

CONSUMER STAPLES - 7.5%

Beverages - 1.3%

Dr Pepper Snapple Group, Inc.

66,900

2,866,665

Molson Coors Brewing Co. Class B

79,500

3,429,630

 

6,296,295

Food & Staples Retailing - 0.9%

Walgreen Co.

123,640

4,355,837

Food Products - 2.7%

Archer Daniels Midland Co.

43,000

1,154,120

ConAgra Foods, Inc.

108,910

3,032,054

Mondelez International, Inc. (a)

202,190

5,366,123

The J.M. Smucker Co.

40,020

3,427,313

 

12,979,610

Common Stocks - continued

Shares

Value

CONSUMER STAPLES - continued

Household Products - 2.1%

Procter & Gamble Co.

99,580

$ 6,894,919

Reckitt Benckiser Group PLC

52,600

3,183,122

 

10,078,041

Tobacco - 0.5%

Lorillard, Inc.

19,400

2,250,594

TOTAL CONSUMER STAPLES

35,960,377

ENERGY - 16.5%

Energy Equipment & Services - 1.4%

Cameron International Corp. (a)

73,900

3,742,296

National Oilwell Varco, Inc.

39,600

2,918,520

 

6,660,816

Oil, Gas & Consumable Fuels - 15.1%

Anadarko Petroleum Corp.

91,020

6,263,086

Apache Corp.

27,092

2,241,863

BP PLC sponsored ADR

121,900

5,228,291

Canadian Natural Resources Ltd.

155,700

4,692,436

Exxon Mobil Corp.

123,300

11,241,261

Marathon Petroleum Corp.

75,400

4,141,722

Noble Energy, Inc.

39,580

3,760,496

Occidental Petroleum Corp.

128,078

10,113,039

Phillips 66

38,700

1,825,092

Royal Dutch Shell PLC Class A sponsored ADR

130,557

8,940,543

Suncor Energy, Inc.

241,100

8,091,787

The Williams Companies, Inc.

183,598

6,424,094

 

72,963,710

TOTAL ENERGY

79,624,526

FINANCIALS - 25.8%

Capital Markets - 3.9%

Bank of New York Mellon Corp.

219,500

5,423,845

Invesco Ltd.

174,900

4,253,568

Morgan Stanley

162,100

2,817,298

State Street Corp.

112,900

5,031,953

SWS Group, Inc. (a)

206,900

1,177,261

 

18,703,925

Commercial Banks - 8.1%

CIT Group, Inc. (a)

101,200

3,766,664

Common Stocks - continued

Shares

Value

FINANCIALS - continued

Commercial Banks - continued

First Citizen Bancshares, Inc.

3,100

$ 523,125

Itau Unibanco Holdings SA sponsored ADR

208,700

3,042,846

PNC Financial Services Group, Inc.

97,200

5,656,068

Popular, Inc. (a)

235,480

4,551,828

U.S. Bancorp

207,300

6,884,433

Wells Fargo & Co.

439,200

14,796,648

 

39,221,612

Consumer Finance - 1.0%

SLM Corp.

279,100

4,906,578

Insurance - 8.0%

ACE Ltd.

68,000

5,348,200

AFLAC, Inc.

86,950

4,328,371

Berkshire Hathaway, Inc. Class B (a)

158,757

13,708,667

MetLife, Inc.

123,700

4,390,113

National Western Life Insurance Co. Class A

17,250

2,421,383

Old Republic International Corp.

362,500

3,581,500

StanCorp Financial Group, Inc.

58,100

1,995,735

Torchmark Corp.

61,550

3,113,815

 

38,887,784

Real Estate Investment Trusts - 1.7%

American Tower Corp.

46,200

3,478,398

Boston Properties, Inc.

23,800

2,529,940

Equity Lifestyle Properties, Inc.

7,500

504,975

Public Storage

11,000

1,524,930

 

8,038,243

Real Estate Management & Development - 2.4%

Consolidated-Tomoka Land Co.

40,000

1,312,800

Kennedy-Wilson Holdings, Inc.

738,800

10,490,960

 

11,803,760

Thrifts & Mortgage Finance - 0.7%

People's United Financial, Inc.

266,700

3,208,401

TOTAL FINANCIALS

124,770,303

HEALTH CARE - 11.6%

Health Care Equipment & Supplies - 1.0%

Baxter International, Inc.

5,300

331,939

Covidien PLC

20,000

1,099,000

Common Stocks - continued

Shares

Value

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Medtronic, Inc.

27,700

$ 1,151,766

Teleflex, Inc.

6,200

421,290

Zimmer Holdings, Inc.

31,300

2,009,773

 

5,013,768

Health Care Providers & Services - 2.1%

Aetna, Inc.

27,800

1,214,860

Cardinal Health, Inc.

11,700

481,221

Humana, Inc.

4,800

356,496

UnitedHealth Group, Inc.

96,800

5,420,800

WellPoint, Inc.

43,901

2,690,253

 

10,163,630

Health Care Technology - 0.1%

Allscripts Healthcare Solutions, Inc. (a)

21,200

273,904

Life Sciences Tools & Services - 0.7%

Thermo Fisher Scientific, Inc.

53,642

3,275,381

Pharmaceuticals - 7.7%

Eli Lilly & Co.

18,400

894,792

Jazz Pharmaceuticals PLC (a)

3,600

193,428

Johnson & Johnson

154,800

10,962,936

Merck & Co., Inc.

238,800

10,896,444

Pfizer, Inc.

562,000

13,976,940

The Medicines Company (a)

20,700

453,744

 

37,378,284

TOTAL HEALTH CARE

56,104,967

INDUSTRIALS - 9.6%

Aerospace & Defense - 1.5%

General Dynamics Corp.

69,800

4,751,984

United Technologies Corp.

29,300

2,290,088

 

7,042,072

Air Freight & Logistics - 0.4%

FedEx Corp.

21,000

1,931,790

Commercial Services & Supplies - 1.0%

Corrections Corp. of America

53,700

1,807,005

The Geo Group, Inc.

112,200

3,110,184

 

4,917,189

Common Stocks - continued

Shares

Value

INDUSTRIALS - continued

Construction & Engineering - 1.4%

AECOM Technology Corp. (a)

204,800

$ 4,397,056

Foster Wheeler AG (a)

111,800

2,489,786

 

6,886,842

Industrial Conglomerates - 3.5%

General Electric Co.

804,200

16,936,448

Machinery - 0.7%

Oshkosh Truck Corp. (a)

66,915

2,006,112

Stanley Black & Decker, Inc.

19,317

1,338,668

 

3,344,780

Professional Services - 0.7%

Towers Watson & Co.

61,500

3,303,165

Road & Rail - 0.4%

Union Pacific Corp.

17,800

2,189,934

TOTAL INDUSTRIALS

46,552,220

INFORMATION TECHNOLOGY - 5.5%

Communications Equipment - 1.6%

Brocade Communications Systems, Inc. (a)

200,500

1,062,650

Cisco Systems, Inc.

397,100

6,806,294

 

7,868,944

Computers & Peripherals - 0.7%

Hewlett-Packard Co.

259,027

3,587,524

Electronic Equipment & Components - 0.9%

Corning, Inc.

204,798

2,406,377

Jabil Circuit, Inc.

108,548

1,882,222

 

4,288,599

Semiconductors & Semiconductor Equipment - 1.8%

Broadcom Corp. Class A

69,100

2,179,069

Freescale Semiconductor Holdings I Ltd. (a)

166,959

1,492,613

Intersil Corp. Class A

241,238

1,700,728

Marvell Technology Group Ltd.

208,564

1,645,570

ON Semiconductor Corp. (a)

255,300

1,570,095

 

8,588,075

Software - 0.5%

Symantec Corp. (a)

120,700

2,195,533

TOTAL INFORMATION TECHNOLOGY

26,528,675

Common Stocks - continued

Shares

Value

MATERIALS - 4.3%

Chemicals - 3.1%

Air Products & Chemicals, Inc.

40,850

$ 3,167,101

Ashland, Inc.

61,600

4,382,840

Eastman Chemical Co.

41,000

2,428,840

LyondellBasell Industries NV Class A

90,220

4,816,846

 

14,795,627

Containers & Packaging - 0.7%

Rock-Tenn Co. Class A

47,070

3,445,053

Metals & Mining - 0.5%

Freeport-McMoRan Copper & Gold, Inc.

62,600

2,433,888

TOTAL MATERIALS

20,674,568

TELECOMMUNICATION SERVICES - 3.1%

Diversified Telecommunication Services - 2.6%

AT&T, Inc.

236,100

8,166,699

CenturyLink, Inc.

78,114

2,998,015

Frontier Communications Corp. (d)

308,300

1,455,176

 

12,619,890

Wireless Telecommunication Services - 0.5%

NII Holdings, Inc. (a)(d)

319,500

2,546,415

TOTAL TELECOMMUNICATION SERVICES

15,166,305

UTILITIES - 6.8%

Electric Utilities - 3.8%

Edison International

44,200

2,074,748

FirstEnergy Corp.

36,600

1,673,352

ITC Holdings Corp.

43,500

3,463,470

NextEra Energy, Inc.

49,910

3,496,695

Northeast Utilities

125,000

4,912,500

OGE Energy Corp.

53,040

3,054,043

 

18,674,808

Gas Utilities - 0.2%

ONEOK, Inc.

17,500

827,750

Independent Power Producers & Energy Traders - 0.6%

Calpine Corp. (a)

54,830

965,008

The AES Corp.

174,490

1,823,421

 

2,788,429

Common Stocks - continued

Shares

Value

UTILITIES - continued

Multi-Utilities - 2.2%

CenterPoint Energy, Inc.

79,800

$ 1,729,266

PG&E Corp.

93,400

3,971,368

Sempra Energy

70,250

4,899,938

 

10,600,572

TOTAL UTILITIES

32,891,559

TOTAL COMMON STOCKS

(Cost $473,452,703)


474,299,715

Nonconvertible Preferred Stocks - 0.0%

 

 

 

 

FINANCIALS - 0.0%

Real Estate Investment Trusts - 0.0%

Eagle Hospitality Properties Trust, Inc. 8.25% (a)

(Cost $147,245)

49,000


245,000

U.S. Treasury Obligations - 0.1%

 

Principal
Amount

 

U.S. Treasury Bills, yield at date of purchase 0.1% 11/23/12 (e)
(Cost $349,977)

$ 350,000


349,983

Money Market Funds - 2.4%

Shares

 

Fidelity Cash Central Fund, 0.19% (b)

10,700,549

10,700,549

Fidelity Securities Lending Cash Central Fund, 0.19% (b)(c)

935,040

935,040

TOTAL MONEY MARKET FUNDS

(Cost $11,635,589)


11,635,589

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $485,585,514)

486,530,287

NET OTHER ASSETS (LIABILITIES) - (0.7)%

(3,352,359)

NET ASSETS - 100%

$ 483,177,928

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value

Unrealized
Appreciation/
(Depreciation)

Purchased

Equity Index Contracts

126 NYFE Russell 1000 Value Index Contracts

Dec. 2012

$ 8,822,520

$ (172,393)

 

The face value of futures purchased as a percentage of net assets is 1.8%

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

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

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $349,983.

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

$ 11,010

Fidelity Securities Lending Cash Central Fund

38,846

Total

$ 49,856

Other Information

The following is a summary of the inputs used, as of October 31, 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

$ 36,026,215

$ 36,026,215

$ -

$ -

Consumer Staples

35,960,377

35,960,377

-

-

Energy

79,624,526

79,624,526

-

-

Financials

125,015,303

125,015,303

-

-

Health Care

56,104,967

56,104,967

-

-

Industrials

46,552,220

46,552,220

-

-

Information Technology

26,528,675

26,528,675

-

-

Materials

20,674,568

20,674,568

-

-

Telecommunication Services

15,166,305

15,166,305

-

-

Utilities

32,891,559

32,891,559

-

-

U.S. Government and Government Agency Obligations

349,983

-

349,983

-

Money Market Funds

11,635,589

11,635,589

-

-

Total Investments in Securities:

$ 486,530,287

$ 486,180,304

$ 349,983

$ -

Derivative Instruments:

Liabilities

Futures Contracts

$ (172,393)

$ (172,393)

$ -

$ -

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $491,996,819. Net unrealized depreciation aggregated $5,466,532, of which $45,060,755 related to appreciated investment securities and $50,527,287 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. For U.S. government and government agency obligations, pricing vendors utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as broker-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 methodologies which consider similar factors that would be used by third party pricing vendors. 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 ® Telecom and
Utilities Fund

October 31, 2012 

1.809082.109


UIF-QTLY-1212

Investments October 31, 2012 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.2%

Shares

Value (000s)

CONSUMER DISCRETIONARY - 4.5%

Media - 4.5%

Comcast Corp. Class A

627,600

$ 23,541

DISH Network Corp. Class A

276,100

9,837

Time Warner Cable, Inc.

108,000

10,704

 

44,082

ENERGY - 1.7%

Oil, Gas & Consumable Fuels - 1.7%

Cheniere Energy, Inc. (a)

382,800

6,159

Energen Corp.

233,200

10,879

 

17,038

FINANCIALS - 4.1%

Real Estate Investment Trusts - 4.1%

American Tower Corp.

536,800

40,416

INFORMATION TECHNOLOGY - 0.5%

Internet Software & Services - 0.5%

Equinix, Inc. (a)

26,400

4,763

TELECOMMUNICATION SERVICES - 26.5%

Diversified Telecommunication Services - 21.1%

AT&T, Inc.

987,800

34,168

CenturyLink, Inc.

1,036,742

39,790

Level 3 Communications, Inc. (a)

246,600

5,055

Verizon Communications, Inc.

2,889,000

128,967

 

207,980

Wireless Telecommunication Services - 5.4%

China Mobile Ltd. sponsored ADR

335,456

18,581

MetroPCS Communications, Inc. (a)

62,600

639

SBA Communications Corp. Class A (a)

23,200

1,546

Sprint Nextel Corp. (a)

4,726,200

26,183

VimpelCom Ltd. sponsored ADR

601,513

6,629

 

53,578

TOTAL TELECOMMUNICATION SERVICES

261,558

UTILITIES - 61.9%

Electric Utilities - 36.4%

American Electric Power Co., Inc.

1,080,500

48,017

Duke Energy Corp.

1,299,580

85,369

Edison International

1,292,871

60,687

Common Stocks - continued

Shares

Value (000s)

UTILITIES - continued

Electric Utilities - continued

Exelon Corp.

147,800

$ 5,288

FirstEnergy Corp.

1,500,600

68,607

Great Plains Energy, Inc.

140,210

3,146

ITC Holdings Corp.

71,500

5,693

NextEra Energy, Inc.

843,600

59,103

NV Energy, Inc.

470,185

8,938

OGE Energy Corp.

161,639

9,307

Pepco Holdings, Inc.

120,400

2,392

UIL Holdings Corp.

55,984

2,025

 

358,572

Gas Utilities - 3.8%

National Fuel Gas Co.

233,485

12,305

ONEOK, Inc.

538,434

25,468

 

37,773

Independent Power Producers & Energy Traders - 7.4%

Calpine Corp. (a)

1,518,520

26,726

GenOn Energy, Inc. (a)

1,106,100

2,843

NRG Energy, Inc.

434,400

9,366

The AES Corp.

3,248,700

33,949

 

72,884

Multi-Utilities - 13.1%

CenterPoint Energy, Inc.

1,099,400

23,824

CMS Energy Corp.

265,000

6,445

NiSource, Inc.

683,600

17,411

PG&E Corp.

716,308

30,457

Sempra Energy

736,419

51,365

 

129,502

Water Utilities - 1.2%

American Water Works Co., Inc.

306,600

11,264

TOTAL UTILITIES

609,995

TOTAL COMMON STOCKS

(Cost $873,942)


977,852

Money Market Funds - 0.5%

Shares

Value (000s)

Fidelity Cash Central Fund, 0.19% (b)
(Cost $4,529)

4,528,571

$ 4,529

TOTAL INVESTMENT PORTFOLIO - 99.7%

(Cost $878,471)

982,381

NET OTHER ASSETS (LIABILITIES) - 0.3%

3,415

NET ASSETS - 100%

$ 985,796

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

Affiliated Central Funds

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

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 30

Fidelity Securities Lending Cash Central Fund

62

Total

$ 92

Other Information

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

Income Tax Information

At October 31, 2012, the cost of investment securities for income tax purposes was $881,947,000. Net unrealized appreciation aggregated $100,434,000, of which $113,454,000 related to appreciated investment securities and $13,020,000 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. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or rates are not readily available or reliable, securities will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Fund's Board. Factors used in determining fair value vary by security type and 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 Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations. 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 a third party pricing vendor 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 (ADRs), 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.

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

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

Quarterly Report

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

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

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

or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Devonshire Trust's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

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

SIGNATURES

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

Fidelity Devonshire Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 28, 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:

December 28, 2012

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 28, 2012