N-CSRS 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-1352

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

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

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:	July 31, 2009

Item 1. Reports to Stockholders

Fidelity®
Equity-Income
Fund

Semiannual Report

July 31, 2009

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We've seen a welcome uptick in the global equity markets this spring and summer, as signs of stabilization in some economic indicators have brought many investors back into the marketplace. But there remain other key measures - notably high unemployment and slack consumer spending - that suggest the road back to economic health could still be a bumpy ride. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2009 to July 31, 2009) for Equity-Income and Class K and for the entire period (June 26, 2009 to July 31, 2009) for Class F. The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (February 1, 2009 to July 31, 2009).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Semiannual Report

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

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value July 31, 2009	Expenses Paid During Period
Equity-Income	.78%
Actual		$ 1,000.00	$ 1,279.50	$ 4.41 ^B
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91 ^C
Class K	.55%
Actual		$ 1,000.00	$ 1,280.80	$ 3.11 ^B
Hypothetical^A		$ 1,000.00	$ 1,022.07	$ 2.76 ^C
Class F	.45%
Actual		$ 1,000.00	$ 1,093.50	$ .46 ^B
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26 ^C

^A 5% return per year before expenses

^B Actual expenses are equal to each class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period) for Equity-Income and Class K and multiplied by 36/365 (to reflect the period June 26, 2009 to July 31, 2009) for Class F.

^CHypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.2
AT&T, Inc.	3.4	4.1
Wells Fargo & Co.	3.1	2.6
Exxon Mobil Corp.	3.1	4.9
Bank of America Corp.	3.0	1.3
Chevron Corp.	2.9	3.8
Goldman Sachs Group, Inc.	1.7	0.8
Verizon Communications, Inc.	1.7	2.1
Pfizer, Inc.	1.6	1.9
Wyeth	1.6	1.6
	26.0
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.1	19.6
Energy	14.7	19.3
Consumer Discretionary	14.3	12.3
Information Technology	9.2	9.2
Industrials	9.2	9.5

Asset Allocation (% of fund's net assets)
As of July 31, 2009*			As of January 31, 2009**
	Stocks and Investment Companies 96.1%			Stocks and Investment Companies 96.3%
	Bonds 0.1%			Bonds 0.1%
	Convertible Securities 3.0%			Convertible Securities 2.4%
	Short-Term Investments and Net Other Assets 0.8%			Short-Term Investments and Net Other Assets 1.2%
* Foreign investments		11.2%	** Foreign investments		10.7%

fid29

Semiannual Report

Investments July 31, 2009

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.5%
Auto Components - 1.7%
Gentex Corp.	1,389,164		$ 20,796
Johnson Controls, Inc.	4,985,990		129,037
Magna International, Inc. Class A (sub. vtg.)	431,400		21,823
The Goodyear Tire & Rubber Co. (a)	7,809,000		132,909
			304,565
Automobiles - 0.7%
Fiat SpA (a)	3,298,000		36,570
Ford Motor Co. (a)	1,493,566		11,949
Harley-Davidson, Inc. (e)	3,564,050		80,548
Winnebago Industries, Inc.	487,426		5,128
			134,195
Diversified Consumer Services - 0.6%
H&R Block, Inc.	6,552,934		109,368
Hotels, Restaurants & Leisure - 0.8%
Las Vegas Sands Corp. unit	388,000		61,254
Starbucks Corp. (a)	4,724,100		83,617
			144,871
Household Durables - 1.9%
Black & Decker Corp.	1,114,329		41,899
Centex Corp.	3,164,600		34,526
KB Home	566,900		9,462
Lennar Corp. Class A	1,454,034		17,216
Newell Rubbermaid, Inc.	5,775,380		74,329
Pulte Homes, Inc.	2,569,449		29,215
The Stanley Works	958,435		38,481
Whirlpool Corp.	1,840,848		105,094
			350,222
Internet & Catalog Retail - 0.1%
Liberty Media Corp. Interactive Series A (a)	3,432,566		22,861
Leisure Equipment & Products - 0.1%
Brunswick Corp.	3,531,000		25,353
Media - 2.8%
Ascent Media Corp. (a)	134,319		3,723
Belo Corp. Series A	3,229,986		9,270
CC Media Holdings, Inc. Class A (a)	2,159,142		2,159
Comcast Corp. Class A	7,500,755		111,461
DreamWorks Animation SKG, Inc. Class A (a)	113,213		3,567
Informa PLC	6,209,456		24,872
Interpublic Group of Companies, Inc. (a)	3,780,200		19,695
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Liberty Global, Inc. Class A (a)	684,808		$ 14,347
The Walt Disney Co.	4,749,485		119,307
Time Warner, Inc.	5,224,429		139,283
Viacom, Inc. Class B (non-vtg.) (a)	1,511,800		35,013
Virgin Media, Inc.	3,126,863		32,676
			515,373
Multiline Retail - 2.0%
Kohl's Corp. (a)	3,491,247		169,500
Macy's, Inc.	2,925,100		40,688
Target Corp.	3,323,200		144,958
Tuesday Morning Corp. (a)	1,513,113		7,021
			362,167
Specialty Retail - 2.7%
Home Depot, Inc.	7,837,400		203,302
Lowe's Companies, Inc.	3,398,122		76,322
OfficeMax, Inc.	1,415,127		13,175
RadioShack Corp.	1,246,800		19,338
Staples, Inc.	6,064,055		127,466
Tiffany & Co., Inc.	1,947,755		58,102
			497,705
Textiles, Apparel & Luxury Goods - 0.1%
Liz Claiborne, Inc.	2,337,100		7,385
TOTAL CONSUMER DISCRETIONARY			2,474,065
CONSUMER STAPLES - 5.9%
Beverages - 1.2%
Carlsberg AS Series B	1,466,389		101,737
The Coca-Cola Co.	2,521,953		125,694
			227,431
Food & Staples Retailing - 1.2%
CVS Caremark Corp.	2,041,795		68,359
Wal-Mart Stores, Inc.	1,995,837		99,552
Walgreen Co.	1,240,000		38,502
Winn-Dixie Stores, Inc. (a)	1,485,086		21,044
			227,457
Food Products - 0.9%
Marine Harvest ASA (a)(e)	53,809,600		33,785
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Nestle SA (Reg.)	2,151,164		$ 88,531
Tyson Foods, Inc. Class A	4,172,473		47,691
			170,007
Household Products - 1.2%
Kimberly-Clark Corp.	1,600,900		93,573
Procter & Gamble Co.	2,161,017		119,958
			213,531
Personal Products - 0.5%
Avon Products, Inc.	2,959,300		95,822
Tobacco - 0.9%
Philip Morris International, Inc.	3,367,195		156,911
TOTAL CONSUMER STAPLES			1,091,159
ENERGY - 14.7%
Energy Equipment & Services - 2.7%
BJ Services Co.	2,248,672		31,886
Halliburton Co.	2,817,600		62,241
Nabors Industries Ltd. (a)	3,229,551		54,967
Noble Corp.	4,373,644		148,092
Pride International, Inc. (a)	1,390,500		34,860
Schlumberger Ltd.	3,043,963		162,852
			494,898
Oil, Gas & Consumable Fuels - 12.0%
Anadarko Petroleum Corp.	844,200		40,690
Apache Corp.	1,278,610		107,339
Chevron Corp.	7,546,095		524,227
ConocoPhillips	6,587,290		287,930
CONSOL Energy, Inc.	762,010		27,074
Devon Energy Corp.	724,500		42,086
EOG Resources, Inc.	1,555,900		115,183
Exxon Mobil Corp.	8,082,380		568,919
Marathon Oil Corp.	2,537,545		81,836
Occidental Petroleum Corp.	2,307,991		164,652
Peabody Energy Corp.	730,639		24,191
Reliance Industries Ltd. (a)	113,278		4,632
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Royal Dutch Shell PLC:
Class A sponsored ADR	3,375,100		$ 177,665
Class B ADR	805,400		42,308
			2,208,732
TOTAL ENERGY			2,703,630
FINANCIALS - 24.4%
Capital Markets - 5.7%
Bank of New York Mellon Corp.	8,066,949		220,550
Credit Suisse Group sponsored ADR	2,279,500		107,980
Goldman Sachs Group, Inc.	1,940,806		316,934
KKR Private Equity Investors, LP Restricted Depositary Units (a)(g)	1,714,600		11,659
Morgan Stanley	8,449,783		240,819
State Street Corp.	1,254,320		63,092
UBS AG:
(For. Reg.) (a)	2,188,500		32,039
(NY Shares) (a)	3,824,500		56,373
			1,049,446
Commercial Banks - 6.1%
Associated Banc-Corp.	3,960,222		42,929
Comerica, Inc.	1,980,500		47,215
Huntington Bancshares, Inc.	2,631,700		10,764
KeyCorp	10,771,400		62,259
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	12,168,775		75,446
PNC Financial Services Group, Inc.	4,423,309		162,159
Sterling Financial Corp., Washington (e)	2,430,424		6,781
SunTrust Banks, Inc.	1,411,300		27,520
U.S. Bancorp, Delaware	5,642,702		115,168
Wells Fargo & Co.	23,367,985		571,581
			1,121,822
Consumer Finance - 1.2%
Capital One Financial Corp.	2,976,400		91,375
Discover Financial Services	8,563,961		101,740
Promise Co. Ltd.	1,134,050		11,951
SLM Corp. (a)	3,039,268		27,019
			232,085
Diversified Financial Services - 7.4%
Bank of America Corp.	37,316,588		551,912
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc. (e)	24,108,752		$ 76,425
CME Group, Inc.	53,466		14,908
JPMorgan Chase & Co.	18,352,149		709,308
			1,352,553
Insurance - 2.7%
ACE Ltd.	2,267,001		111,219
Hartford Financial Services Group, Inc.	2,057,600		33,930
Lincoln National Corp.	1,128,600		23,915
MBIA, Inc. (a)	1,385,303		5,804
MetLife, Inc.	1,711,280		58,098
Montpelier Re Holdings Ltd.	3,835,478		60,140
PartnerRe Ltd.	1,130,226		77,522
The Travelers Companies, Inc.	2,429,540		104,640
XL Capital Ltd. Class A	1,935,398		27,250
			502,518
Real Estate Investment Trusts - 0.6%
Annaly Capital Management, Inc.	931,900		15,703
Developers Diversified Realty Corp.	1,599,547		8,973
HCP, Inc.	1,961,300		50,523
Senior Housing Properties Trust (SBI)	1,657,268		30,925
			106,124
Real Estate Management & Development - 0.5%
CB Richard Ellis Group, Inc. Class A (a)	7,334,751		79,949
Indiabulls Real Estate Ltd.	1,102,263		5,677
			85,626
Thrifts & Mortgage Finance - 0.2%
New York Community Bancorp, Inc. (e)	2,977,482		32,574
Washington Mutual, Inc.	1,631,300		153
			32,727
TOTAL FINANCIALS			4,482,901
HEALTH CARE - 8.3%
Biotechnology - 0.8%
Amgen, Inc. (a)	1,929,478		120,226
Biogen Idec, Inc. (a)	339,500		16,143
			136,369
Health Care Equipment & Supplies - 0.8%
Baxter International, Inc.	113,300		6,387
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Boston Scientific Corp. (a)	7,103,738		$ 76,294
Covidien PLC	1,775,790		67,143
			149,824
Health Care Providers & Services - 0.3%
Brookdale Senior Living, Inc.	906,199		9,705
CIGNA Corp.	735,900		20,900
Fresenius Medical Care AG & Co. KGaA	565,800		25,982
			56,587
Pharmaceuticals - 6.4%
Abbott Laboratories	1,132,400		50,947
Bristol-Myers Squibb Co.	2,483,400		53,989
Johnson & Johnson	3,346,771		203,785
Merck & Co., Inc.	4,837,500		145,173
Pfizer, Inc.	18,800,400		299,490
Schering-Plough Corp.	4,621,640		122,520
Wyeth	6,356,700		295,904
			1,171,808
TOTAL HEALTH CARE			1,514,588
INDUSTRIALS - 9.1%
Aerospace & Defense - 2.5%
General Dynamics Corp.	584,200		32,359
Honeywell International, Inc.	5,127,150		177,912
Spirit AeroSystems Holdings, Inc. Class A (a)	2,637,318		34,312
The Boeing Co.	1,719,016		73,763
United Technologies Corp.	2,672,060		145,547
			463,893
Building Products - 0.3%
Masco Corp.	4,327,747		60,286
Commercial Services & Supplies - 0.1%
Republic Services, Inc.	675,052		17,956
Electrical Equipment - 0.3%
Cooper Industries Ltd. Class A	1,411,500		46,509
Rockwell Automation, Inc.	338,600		14,021
			60,530
Industrial Conglomerates - 2.9%
General Electric Co.	14,527,663		194,671
Koninklijke Philips Electronics NV (NY Shares)	622,425		14,166
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - continued
Rheinmetall AG	1,210,567		$ 58,938
Siemens AG sponsored ADR	1,779,600		141,443
Textron, Inc.	4,552,400		61,184
Tyco International Ltd.	2,128,290		64,317
			534,719
Machinery - 2.4%
Briggs & Stratton Corp. (f)	3,687,785		63,319
Caterpillar, Inc.	340,400		14,998
Cummins, Inc.	1,422,400		61,177
Danaher Corp.	1,015,100		62,165
Eaton Corp.	1,339,100		69,526
Illinois Tool Works, Inc.	841,717		34,132
Ingersoll-Rand Co. Ltd.	2,051,792		59,256
Kennametal, Inc.	1,889,209		40,278
Vallourec SA (e)	197,600		25,994
			430,845
Road & Rail - 0.6%
Burlington Northern Santa Fe Corp.	309,500		24,324
CSX Corp.	620,300		24,886
Union Pacific Corp.	908,400		52,251
			101,461
TOTAL INDUSTRIALS			1,669,690
INFORMATION TECHNOLOGY - 8.8%
Communications Equipment - 1.2%
Cisco Systems, Inc. (a)	7,360,720		162,009
Motorola, Inc.	7,292,070		52,211
			214,220
Computers & Peripherals - 1.5%
Dell, Inc. (a)	1,694,600		22,674
Hewlett-Packard Co.	3,921,507		169,801
International Business Machines Corp.	680,400		80,240
			272,715
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	2,894,200		74,584
Avnet, Inc. (a)	3,546,891		86,544
Tyco Electronics Ltd.	4,059,090		87,149
			248,277
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 0.0%
MoneyGram International, Inc. (a)	2,437,904		$ 5,461
Office Electronics - 0.2%
Xerox Corp.	3,869,898		31,694
Semiconductors & Semiconductor Equipment - 3.6%
Analog Devices, Inc.	2,969,300		81,270
Applied Materials, Inc.	7,126,200		98,342
Atmel Corp. (a)	2,613,756		10,899
Intel Corp.	11,715,860		225,530
Micron Technology, Inc. (a)	5,111,800		32,664
National Semiconductor Corp.	5,811,662		87,524
Novellus Systems, Inc. (a)	2,451,327		47,972
Teradyne, Inc. (a)	5,682,400		44,777
Varian Semiconductor Equipment Associates, Inc. (a)	1,013,700		32,479
			661,457
Software - 1.0%
Microsoft Corp.	4,855,727		114,207
Oracle Corp.	2,981,892		65,989
			180,196
TOTAL INFORMATION TECHNOLOGY			1,614,020
MATERIALS - 1.6%
Chemicals - 1.0%
Celanese Corp. Class A	1,413,700		36,332
Dow Chemical Co.	1,469,700		31,114
E.I. du Pont de Nemours & Co.	2,740,400		84,761
H.B. Fuller Co.	1,303,423		26,277
			178,484
Metals & Mining - 0.6%
Alcoa, Inc.	4,230,421		49,750
Commercial Metals Co.	493,345		8,160
Freeport-McMoRan Copper & Gold, Inc.	282,200		17,017
Nucor Corp.	854,900		38,017
			112,944
TOTAL MATERIALS			291,428
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 6.3%
Diversified Telecommunication Services - 5.7%
AT&T, Inc.	23,648,350		$ 620,296
Qwest Communications International, Inc.	26,118,600		100,818
Verizon Communications, Inc.	9,862,349		316,286
			1,037,400
Wireless Telecommunication Services - 0.6%
Sprint Nextel Corp. (a)	12,743,503		50,974
Vodafone Group PLC sponsored ADR	3,021,625		62,185
			113,159
TOTAL TELECOMMUNICATION SERVICES			1,150,559
UTILITIES - 3.5%
Electric Utilities - 2.1%
Allegheny Energy, Inc.	3,642,403		91,825
American Electric Power Co., Inc.	1,241,000		38,421
Entergy Corp.	1,291,900		103,778
Exelon Corp.	2,006,800		102,066
FirstEnergy Corp.	848,800		34,971
Southern Co.	337,900		10,610
			381,671
Independent Power Producers & Energy Traders - 0.7%
AES Corp.	7,895,427		100,983
Constellation Energy Group, Inc.	1,297,394		37,235
			138,218
Multi-Utilities - 0.7%
Public Service Enterprise Group, Inc.	1,169,345		37,945
Wisconsin Energy Corp.	2,157,100		92,691
			130,636
TOTAL UTILITIES			650,525
TOTAL COMMON STOCKS (Cost $18,437,956)		17,642,565
Convertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
General Motors Corp. Series C, 6.25%	1,596,800		5,429
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - 0.6%
Capital Markets - 0.3%
Legg Mason, Inc. 7.00%	1,846,900		$ 56,868
Commercial Banks - 0.2%
Huntington Bancshares, Inc. 8.50%	26,000		18,902
Wells Fargo & Co. 7.50%	9,600		8,064
			26,966
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	83,400		351
Insurance - 0.1%
American International Group, Inc. Series A, 8.50%	804,450		6,379
Assured Guaranty Ltd. 8.50% (a)	225,100		13,668
			20,047
TOTAL FINANCIALS			104,232
HEALTH CARE - 0.3%
Pharmaceuticals - 0.3%
Schering-Plough Corp. 6.00%	260,400		60,723
MATERIALS - 0.4%
Chemicals - 0.1%
Celanese Corp. 4.25%	384,300		12,697
Metals & Mining - 0.3%
Freeport-McMoRan Copper & Gold, Inc. 6.75%	651,000		60,076
TOTAL MATERIALS			72,773
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $349,181)		243,157

Corporate Bonds - 1.8%
	Principal Amount (000s)
Convertible Bonds - 1.7%
CONSUMER DISCRETIONARY - 0.8%
Auto Components - 0.2%
Johnson Controls, Inc. 6.5% 9/30/12	$ 11,740		28,060
Diversified Consumer Services - 0.0%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	4,350		7,545
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - 0.0%
Newell Rubbermaid, Inc. 5.5% 3/15/14	$ 5,000		$ 8,314
Media - 0.6%
Liberty Media Corp.:
3.5% 1/15/31	7,095		4,121
4% 11/15/29 (g)	13,232		5,425
3.5% 1/15/31 (g)	20,122		11,686
News America, Inc. liquid yield option note:
0% 2/28/21 (g)	57,550		35,681
0% 2/28/21	16,370		10,149
Virgin Media, Inc. 6.5% 11/15/16 (g)	49,396		43,508
			110,570
TOTAL CONSUMER DISCRETIONARY			154,489
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (d)(g)	36,072		21,057
INDUSTRIALS - 0.1%
Airlines - 0.1%
UAL Corp.:
4.5% 6/30/21 (g)	20,550		7,809
4.5% 6/30/21	3,320		1,262
			9,071
Industrial Conglomerates - 0.0%
Textron, Inc. 4.5% 5/1/13	6,510		8,096
TOTAL INDUSTRIALS			17,167
INFORMATION TECHNOLOGY - 0.4%
Semiconductors & Semiconductor Equipment - 0.4%
Advanced Micro Devices, Inc.:
6% 5/1/15 (g)	34,770		21,036
6% 5/1/15	17,310		10,473
Intel Corp. 3.25% 8/1/39 (g)	28,290		28,573
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Micron Technology, Inc.:
1.875% 6/1/14	$ 7,430		$ 5,287
4.25% 10/15/13	6,330		9,060
			74,429
MATERIALS - 0.3%
Metals & Mining - 0.3%
Alcoa, Inc. 5.25% 3/15/14	11,060		21,871
ArcelorMittal SA 5% 5/15/14	9,070		12,566
United States Steel Corp. 4% 5/15/14	15,120		21,867
			56,304
TOTAL CONVERTIBLE BONDS			323,446
Nonconvertible Bonds - 0.1%
MATERIALS - 0.1%
Chemicals - 0.1%
Hercules, Inc. 6.5% 6/30/29 unit	31,600		14,078
TOTAL CORPORATE BONDS (Cost $353,263)		337,524

Money Market Funds - 0.7%
	Shares
Fidelity Cash Central Fund, 0.37% (b)	48,818,054		48,818
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	78,722,300		78,722
TOTAL MONEY MARKET FUNDS (Cost $127,540)		127,540
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $19,267,940)			18,350,786
NET OTHER ASSETS - 0.1%			16,338
NET ASSETS - 100%		$ 18,367,124

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.

(d) Non-income producing - Issuer 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 $186,434,000 or 1.0% of net assets.

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	$ 166
Fidelity Securities Lending Cash Central Fund	5,223
Total	$ 5,389

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Briggs & Stratton Corp.	$ 54,542	$ -	$ -	$ 1,217	$ 63,319

Other Information

The following is a summary of the inputs used, as of July 31, 2009, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financal Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,479,494	$ 2,412,811	$ 66,683	$ -
Consumer Staples	1,091,159	1,091,159	-	-
Energy	2,703,630	2,703,630	-	-
Financials	4,587,133	4,477,828	109,305	-
Health Care	1,575,311	1,514,588	60,723	-
Industrials	1,669,690	1,669,690	-	-
Information Technology	1,614,020	1,614,020	-	-
Materials	364,201	291,428	72,773	-
Telecommunication Services	1,150,559	1,150,559	-	-
Utilities	650,525	650,525	-	-
Corporate Bonds	337,524	-	337,524	-
Money Market Funds	127,540	127,540	-	-
Total Investments in Securities:	$ 18,350,786	$ 17,703,778	$ 647,008	$ -

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

Investments in Securities: (Amounts in thousands)
Beginning Balance	$ 33,174
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	28,080
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	-
Transfer in/out of Level 3	(61,254)
Ending Balance	$ -
The change in unrealized gain (loss) attributable to Level 3 securities at July 31, 2009	$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfer in), or the ending value (for transfer out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

United States of America	88.8%
Switzerland	3.8%
United Kingdom	1.7%
Germany	1.2%
Bermuda	1.0%
Others (individually less than 1%)	3.5%
	100.0%

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $1,570,568,000 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $736,770,000 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2009

Assets
Investment in securities, at value (including securities loaned of $77,852 - See accompanying schedule: Unaffiliated issuers (cost $19,033,623)	$ 18,159,927
Fidelity Central Funds (cost $127,540)	127,540
Other affiliated issuers (cost $106,777)	63,319
Total Investments (cost $19,267,940)		$ 18,350,786
Receivable for investments sold		60,641
Receivable for fund shares sold		22,784
Dividends receivable		33,416
Interest receivable		2,920
Distributions receivable from Fidelity Central Funds		797
Prepaid expenses		85
Other receivables		461
Total assets		18,471,890

Liabilities
Payable for investments purchased	$ 128
Payable for fund shares redeemed	14,687
Accrued management fee	6,600
Other affiliated payables	3,901
Other payables and accrued expenses	728
Collateral on securities loaned, at value	78,722
Total liabilities		104,766

Net Assets		$ 18,367,124
Net Assets consist of:
Paid in capital		$ 22,932,746
Undistributed net investment income		23,437
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,671,779)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(917,280)
Net Assets		$ 18,367,124

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2009

Equity-Income: Net Asset Value, offering price and redemption price per share ($16,580,397 ÷ 478,351.180 shares)		$ 34.66

Class K: Net Asset Value, offering price and redemption price per share ($1,786,118 ÷ 51,529.968 shares)		$ 34.66

Class F: Net Asset Value, offering price and redemption price per share ($609 ÷ 17.565 shares)		$ 34.67

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended July 31, 2009

Investment Income
Dividends (including $1,217 earned from other affiliated issuers)		$ 242,005
Interest		8,823
Income from Fidelity Central Funds		5,389
Total income		256,217

Expenses
Management fee	$ 37,204
Transfer agent fees	22,756
Accounting and security lending fees	852
Custodian fees and expenses	131
Independent trustees' compensation	65
Registration fees	77
Audit	105
Legal	44
Interest	12
Miscellaneous	222
Total expenses before reductions	61,468
Expense reductions	(30)	61,438
Net investment income (loss)		194,779
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,161,086)
Foreign currency transactions	(194)
Total net realized gain (loss)		(1,161,280)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $169)	4,990,985
Assets and liabilities in foreign currencies	58
Total change in net unrealized appreciation (depreciation)		4,991,043
Net gain (loss)		3,829,763
Net increase (decrease) in net assets resulting from operations		$ 4,024,542

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2009	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 194,779	$ 567,215
Net realized gain (loss)	(1,161,280)	(2,481,713)
Change in net unrealized appreciation (depreciation)	4,991,043	(11,224,908)
Net increase (decrease) in net assets resulting from operations	4,024,542	(13,139,406)
Distributions to shareholders from net investment income	(226,918)	(545,679)
Distributions to shareholders from net realized gain	-	(459,101)
Total distributions	(226,918)	(1,004,780)
Share transactions - net increase (decrease)	(1,212,134)	1,811,033
Total increase (decrease) in net assets	2,585,490	(12,333,153)

Net Assets
Beginning of period	15,781,634	28,114,787
End of period (including undistributed net investment income of $23,437 and undistributed net investment income of $55,576, respectively)	$ 18,367,124	$ 15,781,634

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

Semiannual Report

Financial Highlights - Equity-Income

	Six months ended July 31,	Years ended January 31,
	2009	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 27.48	$ 52.25	$ 59.33	$ 54.51	$ 51.52	$ 50.27
Income from Investment Operations
Net investment income (loss) ^D	.36	1.00	1.00	.96	.82	.79
Net realized and unrealized gain (loss)	7.24	(23.96)	(3.86)	8.30	5.14	2.93
Total from investment operations	7.60	(22.96)	(2.86)	9.26	5.96	3.72
Distributions from net investment income	(.42)	(.96)	(1.02)	(.94)	(.84)	(.81)
Distributions from net realized gain	-	(.85)	(3.20)	(3.50)	(2.13)	(1.66)
Total distributions	(.42)	(1.81)	(4.22)	(4.44)	(2.97)	(2.47)
Net asset value, end of period	$ 34.66	$ 27.48	$ 52.25	$ 59.33	$ 54.51	$ 51.52
Total Return ^{B, C}	27.95%	(45.16)%	(5.21)%	17.55%	11.87%	7.51%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.78% ^A	.71%	.66%	.68%	.69%	.70%
Expenses net of fee waivers, if any	.78% ^A	.71%	.66%	.68%	.69%	.70%
Expenses net of all reductions	.78% ^A	.71%	.66%	.67%	.67%	.69%
Net investment income (loss)	2.41% ^A	2.38%	1.68%	1.71%	1.57%	1.56%
Supplemental Data
Net assets, end of period (in millions)	$ 16,580	$ 15,070	$ 28,115	$ 31,223	$ 26,042	$ 25,730
Portfolio turnover rate ^F	25% ^A	33%	23%	24%	19%	19%

^A Annualized

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

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

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

^E Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

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

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

Semiannual Report

Financial Highlights - Class K

	Six months ended July 31,	Year ended January 31,
	2009	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 27.48	$ 51.47
Income from Investment Operations
Net investment income (loss) ^D	.39	.61
Net realized and unrealized gain (loss)	7.24	(23.80)
Total from investment operations	7.63	(23.19)
Distributions from net investment income	(.45)	(.80)
Net asset value, end of period	$ 34.66	$ 27.48
Total Return ^{B, C}	28.08%	(45.45)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.55% ^A	.53% ^A
Expenses net of fee waivers, if any	.55% ^A	.53% ^A
Expenses net of all reductions	.55% ^A	.53% ^A
Net investment income (loss)	2.65% ^A	2.89% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1,786	$ 711
Portfolio turnover rate ^F	25% ^A	33%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

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

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

Semiannual Report

Financial Highlights - Class F

	Period ended July 31, 2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 31.88
Income from Investment Operations
Net investment income (loss) ^D	.05
Net realized and unrealized gain (loss)	2.91
Total from investment operations	2.96
Distributions from net investment income	(.17)
Net asset value, end of period	$ 34.67
Total Return ^{B, C}	9.35%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.45% ^A
Expenses net of fee waivers, if any	.45% ^A
Expenses net of all reductions	.45% ^A
Net investment income (loss)	1.72% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1
Portfolio turnover rate ^F	25% ^A

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009

(Amounts in thousands except ratios)

1. Organization.

Fidelity Equity-Income Fund (the Fund) is a fund of Fidelity Devonshire Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. In January 2009, the Board of Trustees of the Fund approved the creation of an additional class of shares. The Fund commenced sale of Class F shares on June 26, 2009. The Fund offers Equity-Income, Class K and Class F shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. After commencement of Class K, the Fund began offering conversion privileges between Equity-Income and Class K to eligible shareholders of Equity-Income. Class F shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as investment manager. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by FMR and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Events or transactions occurring after period end through the date that the financial statements were issued, September 28, 2009, have

Semiannual Report

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of July 31, 2009, for the Fund's investments,as well as a reconciliation of assets and liabilities for which significant unobservable inputs (Level 3) were used in determining value, is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. 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. Debt securities, including restricted securities, are valued based on quotations received from dealers who make markets in such securities or by independent pricing services. For corporate bonds, pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality, and developments in foreign markets which are monitored by evaluating the performance of ADRs, futures contracts and exchange-traded funds. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

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

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

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

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. There are no unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. The Fund is subject to a tax imposed on short term capital gains on securities of certain issuers domiciled in India. The Fund records an estimated deferred tax liability included in Other payables and accrued expenses in the accompanying Statement of Assets & Liabilities for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of at period end.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

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

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Unrealized appreciation	$ 3,327,823
Unrealized depreciation	(4,414,306)
Net unrealized appreciation (depreciation)	$ (1,086,483)

Cost for federal income tax purposes	$ 19,437,269

4. Operating Policies.

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,966,633 and $3,136,181, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Equity-Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC receives no fees for providing transfer agency services to Class F. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each applicable class were as follows:

	Amount	% of Average Net Assets*
Equity-Income	$ 22,417	.30
Class K	339	.06
	$ 22,756

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $48 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the Fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 40,494	.43%	$ 8

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $58 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $5,223.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $49,589. The weighted average interest rate was .83%. The interest expense amounted to $4 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Equity-Income's operating expenses. During the period, the reimbursement reduced the class' expense by $17.

Semiannual Report

10. Expense Reductions - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
From net investment income
Equity-Income	$ 211,775	$ 542,274
Class K	15,140	3,405
Class F	3	-
Total	$ 226,918	$ 545,679
From net realized gain
Equity-Income	$ -	$ 459,101

^A Distributions for Class K are for the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

^B Distributions for Class F are for the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
Equity-Income
Shares sold	32,242	127,430	$ 943,693	$ 5,446,123
Conversion to Class K	(22,004)	(25,772)	(651,044)	(795,247)
Reinvestment of distributions	7,098	22,878	206,919	980,569
Shares redeemed	(87,377)	(114,182)	(2,482,788)	(4,618,938)
Net increase (decrease)	(70,041)	10,354	$ (1,983,220)	$ 1,012,507
Class K
Shares sold	6,616	970	$ 204,122	$ 29,347
Conversion from Equity-Income	22,006	25,776	651,044	795,247
Reinvestment of distributions	518	110	15,140	3,405
Shares redeemed	(3,491)	(975)	(99,768)	(29,473)
Net increase (decrease)	25,649	25,881	$ 770,538	$ 798,526

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

	Shares		Dollars
	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
Class F
Shares sold	18	-	$ 549	$ -
Reinvestment of distributions	-	-	3	-
Shares redeemed	-	-	(4)	-
Net increase (decrease)	18	-	$ 548	$ -

^A Share transactions for Class K are for the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

^B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

13. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

At the end of the period, the Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 34% of the total outstanding shares of the Fund.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Devonshire Trust and the Shareholders of Fidelity Equity-Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Equity-Income Fund (a fund of Fidelity Devonshire Trust) at July 31, 2009, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Equity-Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 28, 2009

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and, acting directly and through its separate committees, requests and receives information concerning, and considers at each of its meetings factors that are relevant to, its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has a written charter outlining the structure and purposes of the committee. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its July 2009 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. In response to last year's financial crisis, FMR took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Semiannual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that Fidelity has taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for Fidelity Equity-Income (retail class), as well as the fund's relative investment performance for Fidelity Equity-Income (retail class) measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the cumulative total returns of Fidelity Equity-Income (retail class) of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. (Class K of the fund had less than one year of performance as of December 31, 2008, and the fund did not offer Class F as of December 31, 2008.) The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of Fidelity Equity-Income (retail class) of the fund.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

fid31

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Equity-Income (retail class) of the fund was in the fourth quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's disappointing performance relative to its peer group and benchmark. The Board noted that this fund had underperformed in the previous year and discussed with FMR its disappointment with the continued underperformance of the fund. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Equity-Income (retail class) through May 31, 2009 and stated that it exceeded the fund's benchmark.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented market events in 2008, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Semiannual Report

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 13% means that 87% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

fid33

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

In its review of total expenses, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Semiannual Report

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's compensation structure for portfolio managers and key personnel, including performance benchmarks used by Fidelity in evaluating incentive compensation for portfolio managers and research analysts; (iv) the structure and process of equity research and actions taken by FMR to improve the quality of research; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; (viii) Fidelity's rationale for recommending which funds should have a performance adjustment component as part of their management fees; and (ix) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Semiannual Report

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid35 1-800-544-5555

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EQU-USAN-0909
1.789291.106

fid38

Fidelity®
Equity-Income Fund -
Class F

Semiannual Report

July 31, 2009

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-835-5092 to request a free copy of the proxy voting guidelines.

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value July 31, 2009	Expenses Paid During Period
Equity-Income	.78%
Actual		$ 1,000.00	$ 1,279.50	$ 4.41 ^B
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91 ^C
Class K	.55%
Actual		$ 1,000.00	$ 1,280.80	$ 3.11 ^B
Hypothetical^A		$ 1,000.00	$ 1,022.07	$ 2.76 ^C
Class F	.45%
Actual		$ 1,000.00	$ 1,093.50	$ .46 ^B
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26 ^C

^A 5% return per year before expenses

^CHypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.2
AT&T, Inc.	3.4	4.1
Wells Fargo & Co.	3.1	2.6
Exxon Mobil Corp.	3.1	4.9
Bank of America Corp.	3.0	1.3
Chevron Corp.	2.9	3.8
Goldman Sachs Group, Inc.	1.7	0.8
Verizon Communications, Inc.	1.7	2.1
Pfizer, Inc.	1.6	1.9
Wyeth	1.6	1.6
	26.0
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.1	19.6
Energy	14.7	19.3
Consumer Discretionary	14.3	12.3
Information Technology	9.2	9.2
Industrials	9.2	9.5

Asset Allocation (% of fund's net assets)
As of July 31, 2009*			As of January 31, 2009**
	Stocks and Investment Companies 96.1%			Stocks and Investment Companies 96.3%
	Bonds 0.1%			Bonds 0.1%
	Convertible Securities 3.0%			Convertible Securities 2.4%
	Short-Term Investments and Net Other Assets 0.8%			Short-Term Investments and Net Other Assets 1.2%
* Foreign investments		11.2%	** Foreign investments		10.7%

fid56

Semiannual Report

Investments July 31, 2009

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.5%
Auto Components - 1.7%
Gentex Corp.	1,389,164		$ 20,796
Johnson Controls, Inc.	4,985,990		129,037
Magna International, Inc. Class A (sub. vtg.)	431,400		21,823
The Goodyear Tire & Rubber Co. (a)	7,809,000		132,909
			304,565
Automobiles - 0.7%
Fiat SpA (a)	3,298,000		36,570
Ford Motor Co. (a)	1,493,566		11,949
Harley-Davidson, Inc. (e)	3,564,050		80,548
Winnebago Industries, Inc.	487,426		5,128
			134,195
Diversified Consumer Services - 0.6%
H&R Block, Inc.	6,552,934		109,368
Hotels, Restaurants & Leisure - 0.8%
Las Vegas Sands Corp. unit	388,000		61,254
Starbucks Corp. (a)	4,724,100		83,617
			144,871
Household Durables - 1.9%
Black & Decker Corp.	1,114,329		41,899
Centex Corp.	3,164,600		34,526
KB Home	566,900		9,462
Lennar Corp. Class A	1,454,034		17,216
Newell Rubbermaid, Inc.	5,775,380		74,329
Pulte Homes, Inc.	2,569,449		29,215
The Stanley Works	958,435		38,481
Whirlpool Corp.	1,840,848		105,094
			350,222
Internet & Catalog Retail - 0.1%
Liberty Media Corp. Interactive Series A (a)	3,432,566		22,861
Leisure Equipment & Products - 0.1%
Brunswick Corp.	3,531,000		25,353
Media - 2.8%
Ascent Media Corp. (a)	134,319		3,723
Belo Corp. Series A	3,229,986		9,270
CC Media Holdings, Inc. Class A (a)	2,159,142		2,159
Comcast Corp. Class A	7,500,755		111,461
DreamWorks Animation SKG, Inc. Class A (a)	113,213		3,567
Informa PLC	6,209,456		24,872
Interpublic Group of Companies, Inc. (a)	3,780,200		19,695
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Liberty Global, Inc. Class A (a)	684,808		$ 14,347
The Walt Disney Co.	4,749,485		119,307
Time Warner, Inc.	5,224,429		139,283
Viacom, Inc. Class B (non-vtg.) (a)	1,511,800		35,013
Virgin Media, Inc.	3,126,863		32,676
			515,373
Multiline Retail - 2.0%
Kohl's Corp. (a)	3,491,247		169,500
Macy's, Inc.	2,925,100		40,688
Target Corp.	3,323,200		144,958
Tuesday Morning Corp. (a)	1,513,113		7,021
			362,167
Specialty Retail - 2.7%
Home Depot, Inc.	7,837,400		203,302
Lowe's Companies, Inc.	3,398,122		76,322
OfficeMax, Inc.	1,415,127		13,175
RadioShack Corp.	1,246,800		19,338
Staples, Inc.	6,064,055		127,466
Tiffany & Co., Inc.	1,947,755		58,102
			497,705
Textiles, Apparel & Luxury Goods - 0.1%
Liz Claiborne, Inc.	2,337,100		7,385
TOTAL CONSUMER DISCRETIONARY			2,474,065
CONSUMER STAPLES - 5.9%
Beverages - 1.2%
Carlsberg AS Series B	1,466,389		101,737
The Coca-Cola Co.	2,521,953		125,694
			227,431
Food & Staples Retailing - 1.2%
CVS Caremark Corp.	2,041,795		68,359
Wal-Mart Stores, Inc.	1,995,837		99,552
Walgreen Co.	1,240,000		38,502
Winn-Dixie Stores, Inc. (a)	1,485,086		21,044
			227,457
Food Products - 0.9%
Marine Harvest ASA (a)(e)	53,809,600		33,785
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Nestle SA (Reg.)	2,151,164		$ 88,531
Tyson Foods, Inc. Class A	4,172,473		47,691
			170,007
Household Products - 1.2%
Kimberly-Clark Corp.	1,600,900		93,573
Procter & Gamble Co.	2,161,017		119,958
			213,531
Personal Products - 0.5%
Avon Products, Inc.	2,959,300		95,822
Tobacco - 0.9%
Philip Morris International, Inc.	3,367,195		156,911
TOTAL CONSUMER STAPLES			1,091,159
ENERGY - 14.7%
Energy Equipment & Services - 2.7%
BJ Services Co.	2,248,672		31,886
Halliburton Co.	2,817,600		62,241
Nabors Industries Ltd. (a)	3,229,551		54,967
Noble Corp.	4,373,644		148,092
Pride International, Inc. (a)	1,390,500		34,860
Schlumberger Ltd.	3,043,963		162,852
			494,898
Oil, Gas & Consumable Fuels - 12.0%
Anadarko Petroleum Corp.	844,200		40,690
Apache Corp.	1,278,610		107,339
Chevron Corp.	7,546,095		524,227
ConocoPhillips	6,587,290		287,930
CONSOL Energy, Inc.	762,010		27,074
Devon Energy Corp.	724,500		42,086
EOG Resources, Inc.	1,555,900		115,183
Exxon Mobil Corp.	8,082,380		568,919
Marathon Oil Corp.	2,537,545		81,836
Occidental Petroleum Corp.	2,307,991		164,652
Peabody Energy Corp.	730,639		24,191
Reliance Industries Ltd. (a)	113,278		4,632
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Royal Dutch Shell PLC:
Class A sponsored ADR	3,375,100		$ 177,665
Class B ADR	805,400		42,308
			2,208,732
TOTAL ENERGY			2,703,630
FINANCIALS - 24.4%
Capital Markets - 5.7%
Bank of New York Mellon Corp.	8,066,949		220,550
Credit Suisse Group sponsored ADR	2,279,500		107,980
Goldman Sachs Group, Inc.	1,940,806		316,934
KKR Private Equity Investors, LP Restricted Depositary Units (a)(g)	1,714,600		11,659
Morgan Stanley	8,449,783		240,819
State Street Corp.	1,254,320		63,092
UBS AG:
(For. Reg.) (a)	2,188,500		32,039
(NY Shares) (a)	3,824,500		56,373
			1,049,446
Commercial Banks - 6.1%
Associated Banc-Corp.	3,960,222		42,929
Comerica, Inc.	1,980,500		47,215
Huntington Bancshares, Inc.	2,631,700		10,764
KeyCorp	10,771,400		62,259
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	12,168,775		75,446
PNC Financial Services Group, Inc.	4,423,309		162,159
Sterling Financial Corp., Washington (e)	2,430,424		6,781
SunTrust Banks, Inc.	1,411,300		27,520
U.S. Bancorp, Delaware	5,642,702		115,168
Wells Fargo & Co.	23,367,985		571,581
			1,121,822
Consumer Finance - 1.2%
Capital One Financial Corp.	2,976,400		91,375
Discover Financial Services	8,563,961		101,740
Promise Co. Ltd.	1,134,050		11,951
SLM Corp. (a)	3,039,268		27,019
			232,085
Diversified Financial Services - 7.4%
Bank of America Corp.	37,316,588		551,912
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc. (e)	24,108,752		$ 76,425
CME Group, Inc.	53,466		14,908
JPMorgan Chase & Co.	18,352,149		709,308
			1,352,553
Insurance - 2.7%
ACE Ltd.	2,267,001		111,219
Hartford Financial Services Group, Inc.	2,057,600		33,930
Lincoln National Corp.	1,128,600		23,915
MBIA, Inc. (a)	1,385,303		5,804
MetLife, Inc.	1,711,280		58,098
Montpelier Re Holdings Ltd.	3,835,478		60,140
PartnerRe Ltd.	1,130,226		77,522
The Travelers Companies, Inc.	2,429,540		104,640
XL Capital Ltd. Class A	1,935,398		27,250
			502,518
Real Estate Investment Trusts - 0.6%
Annaly Capital Management, Inc.	931,900		15,703
Developers Diversified Realty Corp.	1,599,547		8,973
HCP, Inc.	1,961,300		50,523
Senior Housing Properties Trust (SBI)	1,657,268		30,925
			106,124
Real Estate Management & Development - 0.5%
CB Richard Ellis Group, Inc. Class A (a)	7,334,751		79,949
Indiabulls Real Estate Ltd.	1,102,263		5,677
			85,626
Thrifts & Mortgage Finance - 0.2%
New York Community Bancorp, Inc. (e)	2,977,482		32,574
Washington Mutual, Inc.	1,631,300		153
			32,727
TOTAL FINANCIALS			4,482,901
HEALTH CARE - 8.3%
Biotechnology - 0.8%
Amgen, Inc. (a)	1,929,478		120,226
Biogen Idec, Inc. (a)	339,500		16,143
			136,369
Health Care Equipment & Supplies - 0.8%
Baxter International, Inc.	113,300		6,387
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Boston Scientific Corp. (a)	7,103,738		$ 76,294
Covidien PLC	1,775,790		67,143
			149,824
Health Care Providers & Services - 0.3%
Brookdale Senior Living, Inc.	906,199		9,705
CIGNA Corp.	735,900		20,900
Fresenius Medical Care AG & Co. KGaA	565,800		25,982
			56,587
Pharmaceuticals - 6.4%
Abbott Laboratories	1,132,400		50,947
Bristol-Myers Squibb Co.	2,483,400		53,989
Johnson & Johnson	3,346,771		203,785
Merck & Co., Inc.	4,837,500		145,173
Pfizer, Inc.	18,800,400		299,490
Schering-Plough Corp.	4,621,640		122,520
Wyeth	6,356,700		295,904
			1,171,808
TOTAL HEALTH CARE			1,514,588
INDUSTRIALS - 9.1%
Aerospace & Defense - 2.5%
General Dynamics Corp.	584,200		32,359
Honeywell International, Inc.	5,127,150		177,912
Spirit AeroSystems Holdings, Inc. Class A (a)	2,637,318		34,312
The Boeing Co.	1,719,016		73,763
United Technologies Corp.	2,672,060		145,547
			463,893
Building Products - 0.3%
Masco Corp.	4,327,747		60,286
Commercial Services & Supplies - 0.1%
Republic Services, Inc.	675,052		17,956
Electrical Equipment - 0.3%
Cooper Industries Ltd. Class A	1,411,500		46,509
Rockwell Automation, Inc.	338,600		14,021
			60,530
Industrial Conglomerates - 2.9%
General Electric Co.	14,527,663		194,671
Koninklijke Philips Electronics NV (NY Shares)	622,425		14,166
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - continued
Rheinmetall AG	1,210,567		$ 58,938
Siemens AG sponsored ADR	1,779,600		141,443
Textron, Inc.	4,552,400		61,184
Tyco International Ltd.	2,128,290		64,317
			534,719
Machinery - 2.4%
Briggs & Stratton Corp. (f)	3,687,785		63,319
Caterpillar, Inc.	340,400		14,998
Cummins, Inc.	1,422,400		61,177
Danaher Corp.	1,015,100		62,165
Eaton Corp.	1,339,100		69,526
Illinois Tool Works, Inc.	841,717		34,132
Ingersoll-Rand Co. Ltd.	2,051,792		59,256
Kennametal, Inc.	1,889,209		40,278
Vallourec SA (e)	197,600		25,994
			430,845
Road & Rail - 0.6%
Burlington Northern Santa Fe Corp.	309,500		24,324
CSX Corp.	620,300		24,886
Union Pacific Corp.	908,400		52,251
			101,461
TOTAL INDUSTRIALS			1,669,690
INFORMATION TECHNOLOGY - 8.8%
Communications Equipment - 1.2%
Cisco Systems, Inc. (a)	7,360,720		162,009
Motorola, Inc.	7,292,070		52,211
			214,220
Computers & Peripherals - 1.5%
Dell, Inc. (a)	1,694,600		22,674
Hewlett-Packard Co.	3,921,507		169,801
International Business Machines Corp.	680,400		80,240
			272,715
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	2,894,200		74,584
Avnet, Inc. (a)	3,546,891		86,544
Tyco Electronics Ltd.	4,059,090		87,149
			248,277
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 0.0%
MoneyGram International, Inc. (a)	2,437,904		$ 5,461
Office Electronics - 0.2%
Xerox Corp.	3,869,898		31,694
Semiconductors & Semiconductor Equipment - 3.6%
Analog Devices, Inc.	2,969,300		81,270
Applied Materials, Inc.	7,126,200		98,342
Atmel Corp. (a)	2,613,756		10,899
Intel Corp.	11,715,860		225,530
Micron Technology, Inc. (a)	5,111,800		32,664
National Semiconductor Corp.	5,811,662		87,524
Novellus Systems, Inc. (a)	2,451,327		47,972
Teradyne, Inc. (a)	5,682,400		44,777
Varian Semiconductor Equipment Associates, Inc. (a)	1,013,700		32,479
			661,457
Software - 1.0%
Microsoft Corp.	4,855,727		114,207
Oracle Corp.	2,981,892		65,989
			180,196
TOTAL INFORMATION TECHNOLOGY			1,614,020
MATERIALS - 1.6%
Chemicals - 1.0%
Celanese Corp. Class A	1,413,700		36,332
Dow Chemical Co.	1,469,700		31,114
E.I. du Pont de Nemours & Co.	2,740,400		84,761
H.B. Fuller Co.	1,303,423		26,277
			178,484
Metals & Mining - 0.6%
Alcoa, Inc.	4,230,421		49,750
Commercial Metals Co.	493,345		8,160
Freeport-McMoRan Copper & Gold, Inc.	282,200		17,017
Nucor Corp.	854,900		38,017
			112,944
TOTAL MATERIALS			291,428
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 6.3%
Diversified Telecommunication Services - 5.7%
AT&T, Inc.	23,648,350		$ 620,296
Qwest Communications International, Inc.	26,118,600		100,818
Verizon Communications, Inc.	9,862,349		316,286
			1,037,400
Wireless Telecommunication Services - 0.6%
Sprint Nextel Corp. (a)	12,743,503		50,974
Vodafone Group PLC sponsored ADR	3,021,625		62,185
			113,159
TOTAL TELECOMMUNICATION SERVICES			1,150,559
UTILITIES - 3.5%
Electric Utilities - 2.1%
Allegheny Energy, Inc.	3,642,403		91,825
American Electric Power Co., Inc.	1,241,000		38,421
Entergy Corp.	1,291,900		103,778
Exelon Corp.	2,006,800		102,066
FirstEnergy Corp.	848,800		34,971
Southern Co.	337,900		10,610
			381,671
Independent Power Producers & Energy Traders - 0.7%
AES Corp.	7,895,427		100,983
Constellation Energy Group, Inc.	1,297,394		37,235
			138,218
Multi-Utilities - 0.7%
Public Service Enterprise Group, Inc.	1,169,345		37,945
Wisconsin Energy Corp.	2,157,100		92,691
			130,636
TOTAL UTILITIES			650,525
TOTAL COMMON STOCKS (Cost $18,437,956)		17,642,565
Convertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
General Motors Corp. Series C, 6.25%	1,596,800		5,429
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - 0.6%
Capital Markets - 0.3%
Legg Mason, Inc. 7.00%	1,846,900		$ 56,868
Commercial Banks - 0.2%
Huntington Bancshares, Inc. 8.50%	26,000		18,902
Wells Fargo & Co. 7.50%	9,600		8,064
			26,966
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	83,400		351
Insurance - 0.1%
American International Group, Inc. Series A, 8.50%	804,450		6,379
Assured Guaranty Ltd. 8.50% (a)	225,100		13,668
			20,047
TOTAL FINANCIALS			104,232
HEALTH CARE - 0.3%
Pharmaceuticals - 0.3%
Schering-Plough Corp. 6.00%	260,400		60,723
MATERIALS - 0.4%
Chemicals - 0.1%
Celanese Corp. 4.25%	384,300		12,697
Metals & Mining - 0.3%
Freeport-McMoRan Copper & Gold, Inc. 6.75%	651,000		60,076
TOTAL MATERIALS			72,773
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $349,181)		243,157

Corporate Bonds - 1.8%
	Principal Amount (000s)
Convertible Bonds - 1.7%
CONSUMER DISCRETIONARY - 0.8%
Auto Components - 0.2%
Johnson Controls, Inc. 6.5% 9/30/12	$ 11,740		28,060
Diversified Consumer Services - 0.0%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	4,350		7,545
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - 0.0%
Newell Rubbermaid, Inc. 5.5% 3/15/14	$ 5,000		$ 8,314
Media - 0.6%
Liberty Media Corp.:
3.5% 1/15/31	7,095		4,121
4% 11/15/29 (g)	13,232		5,425
3.5% 1/15/31 (g)	20,122		11,686
News America, Inc. liquid yield option note:
0% 2/28/21 (g)	57,550		35,681
0% 2/28/21	16,370		10,149
Virgin Media, Inc. 6.5% 11/15/16 (g)	49,396		43,508
			110,570
TOTAL CONSUMER DISCRETIONARY			154,489
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (d)(g)	36,072		21,057
INDUSTRIALS - 0.1%
Airlines - 0.1%
UAL Corp.:
4.5% 6/30/21 (g)	20,550		7,809
4.5% 6/30/21	3,320		1,262
			9,071
Industrial Conglomerates - 0.0%
Textron, Inc. 4.5% 5/1/13	6,510		8,096
TOTAL INDUSTRIALS			17,167
INFORMATION TECHNOLOGY - 0.4%
Semiconductors & Semiconductor Equipment - 0.4%
Advanced Micro Devices, Inc.:
6% 5/1/15 (g)	34,770		21,036
6% 5/1/15	17,310		10,473
Intel Corp. 3.25% 8/1/39 (g)	28,290		28,573
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Micron Technology, Inc.:
1.875% 6/1/14	$ 7,430		$ 5,287
4.25% 10/15/13	6,330		9,060
			74,429
MATERIALS - 0.3%
Metals & Mining - 0.3%
Alcoa, Inc. 5.25% 3/15/14	11,060		21,871
ArcelorMittal SA 5% 5/15/14	9,070		12,566
United States Steel Corp. 4% 5/15/14	15,120		21,867
			56,304
TOTAL CONVERTIBLE BONDS			323,446
Nonconvertible Bonds - 0.1%
MATERIALS - 0.1%
Chemicals - 0.1%
Hercules, Inc. 6.5% 6/30/29 unit	31,600		14,078
TOTAL CORPORATE BONDS (Cost $353,263)		337,524

Money Market Funds - 0.7%
	Shares
Fidelity Cash Central Fund, 0.37% (b)	48,818,054		48,818
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	78,722,300		78,722
TOTAL MONEY MARKET FUNDS (Cost $127,540)		127,540
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $19,267,940)			18,350,786
NET OTHER ASSETS - 0.1%			16,338
NET ASSETS - 100%		$ 18,367,124

Legend

(a) Non-income producing

(d) Non-income producing - Issuer is in default.

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

(f) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 166
Fidelity Securities Lending Cash Central Fund	5,223
Total	$ 5,389

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Briggs & Stratton Corp.	$ 54,542	$ -	$ -	$ 1,217	$ 63,319

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,479,494	$ 2,412,811	$ 66,683	$ -
Consumer Staples	1,091,159	1,091,159	-	-
Energy	2,703,630	2,703,630	-	-
Financials	4,587,133	4,477,828	109,305	-
Health Care	1,575,311	1,514,588	60,723	-
Industrials	1,669,690	1,669,690	-	-
Information Technology	1,614,020	1,614,020	-	-
Materials	364,201	291,428	72,773	-
Telecommunication Services	1,150,559	1,150,559	-	-
Utilities	650,525	650,525	-	-
Corporate Bonds	337,524	-	337,524	-
Money Market Funds	127,540	127,540	-	-
Total Investments in Securities:	$ 18,350,786	$ 17,703,778	$ 647,008	$ -

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

Investments in Securities: (Amounts in thousands)
Beginning Balance	$ 33,174
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	28,080
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	-
Transfer in/out of Level 3	(61,254)
Ending Balance	$ -
The change in unrealized gain (loss) attributable to Level 3 securities at July 31, 2009	$ -

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

United States of America	88.8%
Switzerland	3.8%
United Kingdom	1.7%
Germany	1.2%
Bermuda	1.0%
Others (individually less than 1%)	3.5%
	100.0%

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $1,570,568,000 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $736,770,000 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2009

Assets
Investment in securities, at value (including securities loaned of $77,852 - See accompanying schedule: Unaffiliated issuers (cost $19,033,623)	$ 18,159,927
Fidelity Central Funds (cost $127,540)	127,540
Other affiliated issuers (cost $106,777)	63,319
Total Investments (cost $19,267,940)		$ 18,350,786
Receivable for investments sold		60,641
Receivable for fund shares sold		22,784
Dividends receivable		33,416
Interest receivable		2,920
Distributions receivable from Fidelity Central Funds		797
Prepaid expenses		85
Other receivables		461
Total assets		18,471,890

Liabilities
Payable for investments purchased	$ 128
Payable for fund shares redeemed	14,687
Accrued management fee	6,600
Other affiliated payables	3,901
Other payables and accrued expenses	728
Collateral on securities loaned, at value	78,722
Total liabilities		104,766

Net Assets		$ 18,367,124
Net Assets consist of:
Paid in capital		$ 22,932,746
Undistributed net investment income		23,437
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,671,779)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(917,280)
Net Assets		$ 18,367,124

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2009

Equity-Income: Net Asset Value, offering price and redemption price per share ($16,580,397 ÷ 478,351.180 shares)		$ 34.66

Class K: Net Asset Value, offering price and redemption price per share ($1,786,118 ÷ 51,529.968 shares)		$ 34.66

Class F: Net Asset Value, offering price and redemption price per share ($609 ÷ 17.565 shares)		$ 34.67

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended July 31, 2009

Investment Income
Dividends (including $1,217 earned from other affiliated issuers)		$ 242,005
Interest		8,823
Income from Fidelity Central Funds		5,389
Total income		256,217

Expenses
Management fee	$ 37,204
Transfer agent fees	22,756
Accounting and security lending fees	852
Custodian fees and expenses	131
Independent trustees' compensation	65
Registration fees	77
Audit	105
Legal	44
Interest	12
Miscellaneous	222
Total expenses before reductions	61,468
Expense reductions	(30)	61,438
Net investment income (loss)		194,779
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,161,086)
Foreign currency transactions	(194)
Total net realized gain (loss)		(1,161,280)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $169)	4,990,985
Assets and liabilities in foreign currencies	58
Total change in net unrealized appreciation (depreciation)		4,991,043
Net gain (loss)		3,829,763
Net increase (decrease) in net assets resulting from operations		$ 4,024,542

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2009	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 194,779	$ 567,215
Net realized gain (loss)	(1,161,280)	(2,481,713)
Change in net unrealized appreciation (depreciation)	4,991,043	(11,224,908)
Net increase (decrease) in net assets resulting from operations	4,024,542	(13,139,406)
Distributions to shareholders from net investment income	(226,918)	(545,679)
Distributions to shareholders from net realized gain	-	(459,101)
Total distributions	(226,918)	(1,004,780)
Share transactions - net increase (decrease)	(1,212,134)	1,811,033
Total increase (decrease) in net assets	2,585,490	(12,333,153)

Net Assets
Beginning of period	15,781,634	28,114,787
End of period (including undistributed net investment income of $23,437 and undistributed net investment income of $55,576, respectively)	$ 18,367,124	$ 15,781,634

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

Semiannual Report

Financial Highlights - Equity-Income

	Six months ended July 31,	Years ended January 31,
	2009	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 27.48	$ 52.25	$ 59.33	$ 54.51	$ 51.52	$ 50.27
Income from Investment Operations
Net investment income (loss) ^D	.36	1.00	1.00	.96	.82	.79
Net realized and unrealized gain (loss)	7.24	(23.96)	(3.86)	8.30	5.14	2.93
Total from investment operations	7.60	(22.96)	(2.86)	9.26	5.96	3.72
Distributions from net investment income	(.42)	(.96)	(1.02)	(.94)	(.84)	(.81)
Distributions from net realized gain	-	(.85)	(3.20)	(3.50)	(2.13)	(1.66)
Total distributions	(.42)	(1.81)	(4.22)	(4.44)	(2.97)	(2.47)
Net asset value, end of period	$ 34.66	$ 27.48	$ 52.25	$ 59.33	$ 54.51	$ 51.52
Total Return ^{B, C}	27.95%	(45.16)%	(5.21)%	17.55%	11.87%	7.51%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.78% ^A	.71%	.66%	.68%	.69%	.70%
Expenses net of fee waivers, if any	.78% ^A	.71%	.66%	.68%	.69%	.70%
Expenses net of all reductions	.78% ^A	.71%	.66%	.67%	.67%	.69%
Net investment income (loss)	2.41% ^A	2.38%	1.68%	1.71%	1.57%	1.56%
Supplemental Data
Net assets, end of period (in millions)	$ 16,580	$ 15,070	$ 28,115	$ 31,223	$ 26,042	$ 25,730
Portfolio turnover rate ^F	25% ^A	33%	23%	24%	19%	19%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended July 31,	Year ended January 31,
	2009	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 27.48	$ 51.47
Income from Investment Operations
Net investment income (loss) ^D	.39	.61
Net realized and unrealized gain (loss)	7.24	(23.80)
Total from investment operations	7.63	(23.19)
Distributions from net investment income	(.45)	(.80)
Net asset value, end of period	$ 34.66	$ 27.48
Total Return ^{B, C}	28.08%	(45.45)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.55% ^A	.53% ^A
Expenses net of fee waivers, if any	.55% ^A	.53% ^A
Expenses net of all reductions	.55% ^A	.53% ^A
Net investment income (loss)	2.65% ^A	2.89% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1,786	$ 711
Portfolio turnover rate ^F	25% ^A	33%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

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

Semiannual Report

Financial Highlights - Class F

	Period ended July 31, 2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 31.88
Income from Investment Operations
Net investment income (loss) ^D	.05
Net realized and unrealized gain (loss)	2.91
Total from investment operations	2.96
Distributions from net investment income	(.17)
Net asset value, end of period	$ 34.67
Total Return ^{B, C}	9.35%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.45% ^A
Expenses net of fee waivers, if any	.45% ^A
Expenses net of all reductions	.45% ^A
Net investment income (loss)	1.72% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1
Portfolio turnover rate ^F	25% ^A

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 3,327,823
Unrealized depreciation	(4,414,306)
Net unrealized appreciation (depreciation)	$ (1,086,483)

Cost for federal income tax purposes	$ 19,437,269

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,966,633 and $3,136,181, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

	Amount	% of Average Net Assets*
Equity-Income	$ 22,417	.30
Class K	339	.06
	$ 22,756

* Annualized

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 40,494	.43%	$ 8

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Committed Line of Credit.

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Equity-Income's operating expenses. During the period, the reimbursement reduced the class' expense by $17.

Semiannual Report

10. Expense Reductions - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
From net investment income
Equity-Income	$ 211,775	$ 542,274
Class K	15,140	3,405
Class F	3	-
Total	$ 226,918	$ 545,679
From net realized gain
Equity-Income	$ -	$ 459,101

^A Distributions for Class K are for the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

^B Distributions for Class F are for the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
Equity-Income
Shares sold	32,242	127,430	$ 943,693	$ 5,446,123
Conversion to Class K	(22,004)	(25,772)	(651,044)	(795,247)
Reinvestment of distributions	7,098	22,878	206,919	980,569
Shares redeemed	(87,377)	(114,182)	(2,482,788)	(4,618,938)
Net increase (decrease)	(70,041)	10,354	$ (1,983,220)	$ 1,012,507
Class K
Shares sold	6,616	970	$ 204,122	$ 29,347
Conversion from Equity-Income	22,006	25,776	651,044	795,247
Reinvestment of distributions	518	110	15,140	3,405
Shares redeemed	(3,491)	(975)	(99,768)	(29,473)
Net increase (decrease)	25,649	25,881	$ 770,538	$ 798,526

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

	Shares		Dollars
	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
Class F
Shares sold	18	-	$ 549	$ -
Reinvestment of distributions	-	-	3	-
Shares redeemed	-	-	(4)	-
Net increase (decrease)	18	-	$ 548	$ -

^A Share transactions for Class K are for the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

^B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

13. Other.

At the end of the period, the Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 34% of the total outstanding shares of the Fund.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Devonshire Trust and the Shareholders of Fidelity Equity-Income Fund:

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 28, 2009

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

fid58

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

fid60

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

EQU-F-SANN-0909
1.891719.100

fid38

Fidelity®
Equity-Income Fund -
Class K

Semiannual Report

July 31, 2009

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	The Chairman's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Annualized Expense Ratio	Beginning Account Value	Ending Account Value July 31, 2009	Expenses Paid During Period
Equity-Income	.78%
Actual		$ 1,000.00	$ 1,279.50	$ 4.41 ^B
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91 ^C
Class K	.55%
Actual		$ 1,000.00	$ 1,280.80	$ 3.11 ^B
Hypothetical^A		$ 1,000.00	$ 1,022.07	$ 2.76 ^C
Class F	.45%
Actual		$ 1,000.00	$ 1,093.50	$ .46 ^B
Hypothetical^A		$ 1,000.00	$ 1,022.56	$ 2.26 ^C

^A 5% return per year before expenses

^CHypothetical expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.9	3.2
AT&T, Inc.	3.4	4.1
Wells Fargo & Co.	3.1	2.6
Exxon Mobil Corp.	3.1	4.9
Bank of America Corp.	3.0	1.3
Chevron Corp.	2.9	3.8
Goldman Sachs Group, Inc.	1.7	0.8
Verizon Communications, Inc.	1.7	2.1
Pfizer, Inc.	1.6	1.9
Wyeth	1.6	1.6
	26.0
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.1	19.6
Energy	14.7	19.3
Consumer Discretionary	14.3	12.3
Information Technology	9.2	9.2
Industrials	9.2	9.5

Asset Allocation (% of fund's net assets)
As of July 31, 2009*			As of January 31, 2009**
	Stocks and Investment Companies 96.1%			Stocks and Investment Companies 96.3%
	Bonds 0.1%			Bonds 0.1%
	Convertible Securities 3.0%			Convertible Securities 2.4%
	Short-Term Investments and Net Other Assets 0.8%			Short-Term Investments and Net Other Assets 1.2%
* Foreign investments		11.2%	** Foreign investments		10.7%

fid79

Semiannual Report

Investments July 31, 2009

Showing Percentage of Net Assets

Common Stocks - 96.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.5%
Auto Components - 1.7%
Gentex Corp.	1,389,164		$ 20,796
Johnson Controls, Inc.	4,985,990		129,037
Magna International, Inc. Class A (sub. vtg.)	431,400		21,823
The Goodyear Tire & Rubber Co. (a)	7,809,000		132,909
			304,565
Automobiles - 0.7%
Fiat SpA (a)	3,298,000		36,570
Ford Motor Co. (a)	1,493,566		11,949
Harley-Davidson, Inc. (e)	3,564,050		80,548
Winnebago Industries, Inc.	487,426		5,128
			134,195
Diversified Consumer Services - 0.6%
H&R Block, Inc.	6,552,934		109,368
Hotels, Restaurants & Leisure - 0.8%
Las Vegas Sands Corp. unit	388,000		61,254
Starbucks Corp. (a)	4,724,100		83,617
			144,871
Household Durables - 1.9%
Black & Decker Corp.	1,114,329		41,899
Centex Corp.	3,164,600		34,526
KB Home	566,900		9,462
Lennar Corp. Class A	1,454,034		17,216
Newell Rubbermaid, Inc.	5,775,380		74,329
Pulte Homes, Inc.	2,569,449		29,215
The Stanley Works	958,435		38,481
Whirlpool Corp.	1,840,848		105,094
			350,222
Internet & Catalog Retail - 0.1%
Liberty Media Corp. Interactive Series A (a)	3,432,566		22,861
Leisure Equipment & Products - 0.1%
Brunswick Corp.	3,531,000		25,353
Media - 2.8%
Ascent Media Corp. (a)	134,319		3,723
Belo Corp. Series A	3,229,986		9,270
CC Media Holdings, Inc. Class A (a)	2,159,142		2,159
Comcast Corp. Class A	7,500,755		111,461
DreamWorks Animation SKG, Inc. Class A (a)	113,213		3,567
Informa PLC	6,209,456		24,872
Interpublic Group of Companies, Inc. (a)	3,780,200		19,695
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Liberty Global, Inc. Class A (a)	684,808		$ 14,347
The Walt Disney Co.	4,749,485		119,307
Time Warner, Inc.	5,224,429		139,283
Viacom, Inc. Class B (non-vtg.) (a)	1,511,800		35,013
Virgin Media, Inc.	3,126,863		32,676
			515,373
Multiline Retail - 2.0%
Kohl's Corp. (a)	3,491,247		169,500
Macy's, Inc.	2,925,100		40,688
Target Corp.	3,323,200		144,958
Tuesday Morning Corp. (a)	1,513,113		7,021
			362,167
Specialty Retail - 2.7%
Home Depot, Inc.	7,837,400		203,302
Lowe's Companies, Inc.	3,398,122		76,322
OfficeMax, Inc.	1,415,127		13,175
RadioShack Corp.	1,246,800		19,338
Staples, Inc.	6,064,055		127,466
Tiffany & Co., Inc.	1,947,755		58,102
			497,705
Textiles, Apparel & Luxury Goods - 0.1%
Liz Claiborne, Inc.	2,337,100		7,385
TOTAL CONSUMER DISCRETIONARY			2,474,065
CONSUMER STAPLES - 5.9%
Beverages - 1.2%
Carlsberg AS Series B	1,466,389		101,737
The Coca-Cola Co.	2,521,953		125,694
			227,431
Food & Staples Retailing - 1.2%
CVS Caremark Corp.	2,041,795		68,359
Wal-Mart Stores, Inc.	1,995,837		99,552
Walgreen Co.	1,240,000		38,502
Winn-Dixie Stores, Inc. (a)	1,485,086		21,044
			227,457
Food Products - 0.9%
Marine Harvest ASA (a)(e)	53,809,600		33,785
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Nestle SA (Reg.)	2,151,164		$ 88,531
Tyson Foods, Inc. Class A	4,172,473		47,691
			170,007
Household Products - 1.2%
Kimberly-Clark Corp.	1,600,900		93,573
Procter & Gamble Co.	2,161,017		119,958
			213,531
Personal Products - 0.5%
Avon Products, Inc.	2,959,300		95,822
Tobacco - 0.9%
Philip Morris International, Inc.	3,367,195		156,911
TOTAL CONSUMER STAPLES			1,091,159
ENERGY - 14.7%
Energy Equipment & Services - 2.7%
BJ Services Co.	2,248,672		31,886
Halliburton Co.	2,817,600		62,241
Nabors Industries Ltd. (a)	3,229,551		54,967
Noble Corp.	4,373,644		148,092
Pride International, Inc. (a)	1,390,500		34,860
Schlumberger Ltd.	3,043,963		162,852
			494,898
Oil, Gas & Consumable Fuels - 12.0%
Anadarko Petroleum Corp.	844,200		40,690
Apache Corp.	1,278,610		107,339
Chevron Corp.	7,546,095		524,227
ConocoPhillips	6,587,290		287,930
CONSOL Energy, Inc.	762,010		27,074
Devon Energy Corp.	724,500		42,086
EOG Resources, Inc.	1,555,900		115,183
Exxon Mobil Corp.	8,082,380		568,919
Marathon Oil Corp.	2,537,545		81,836
Occidental Petroleum Corp.	2,307,991		164,652
Peabody Energy Corp.	730,639		24,191
Reliance Industries Ltd. (a)	113,278		4,632
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Royal Dutch Shell PLC:
Class A sponsored ADR	3,375,100		$ 177,665
Class B ADR	805,400		42,308
			2,208,732
TOTAL ENERGY			2,703,630
FINANCIALS - 24.4%
Capital Markets - 5.7%
Bank of New York Mellon Corp.	8,066,949		220,550
Credit Suisse Group sponsored ADR	2,279,500		107,980
Goldman Sachs Group, Inc.	1,940,806		316,934
KKR Private Equity Investors, LP Restricted Depositary Units (a)(g)	1,714,600		11,659
Morgan Stanley	8,449,783		240,819
State Street Corp.	1,254,320		63,092
UBS AG:
(For. Reg.) (a)	2,188,500		32,039
(NY Shares) (a)	3,824,500		56,373
			1,049,446
Commercial Banks - 6.1%
Associated Banc-Corp.	3,960,222		42,929
Comerica, Inc.	1,980,500		47,215
Huntington Bancshares, Inc.	2,631,700		10,764
KeyCorp	10,771,400		62,259
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	12,168,775		75,446
PNC Financial Services Group, Inc.	4,423,309		162,159
Sterling Financial Corp., Washington (e)	2,430,424		6,781
SunTrust Banks, Inc.	1,411,300		27,520
U.S. Bancorp, Delaware	5,642,702		115,168
Wells Fargo & Co.	23,367,985		571,581
			1,121,822
Consumer Finance - 1.2%
Capital One Financial Corp.	2,976,400		91,375
Discover Financial Services	8,563,961		101,740
Promise Co. Ltd.	1,134,050		11,951
SLM Corp. (a)	3,039,268		27,019
			232,085
Diversified Financial Services - 7.4%
Bank of America Corp.	37,316,588		551,912
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
Citigroup, Inc. (e)	24,108,752		$ 76,425
CME Group, Inc.	53,466		14,908
JPMorgan Chase & Co.	18,352,149		709,308
			1,352,553
Insurance - 2.7%
ACE Ltd.	2,267,001		111,219
Hartford Financial Services Group, Inc.	2,057,600		33,930
Lincoln National Corp.	1,128,600		23,915
MBIA, Inc. (a)	1,385,303		5,804
MetLife, Inc.	1,711,280		58,098
Montpelier Re Holdings Ltd.	3,835,478		60,140
PartnerRe Ltd.	1,130,226		77,522
The Travelers Companies, Inc.	2,429,540		104,640
XL Capital Ltd. Class A	1,935,398		27,250
			502,518
Real Estate Investment Trusts - 0.6%
Annaly Capital Management, Inc.	931,900		15,703
Developers Diversified Realty Corp.	1,599,547		8,973
HCP, Inc.	1,961,300		50,523
Senior Housing Properties Trust (SBI)	1,657,268		30,925
			106,124
Real Estate Management & Development - 0.5%
CB Richard Ellis Group, Inc. Class A (a)	7,334,751		79,949
Indiabulls Real Estate Ltd.	1,102,263		5,677
			85,626
Thrifts & Mortgage Finance - 0.2%
New York Community Bancorp, Inc. (e)	2,977,482		32,574
Washington Mutual, Inc.	1,631,300		153
			32,727
TOTAL FINANCIALS			4,482,901
HEALTH CARE - 8.3%
Biotechnology - 0.8%
Amgen, Inc. (a)	1,929,478		120,226
Biogen Idec, Inc. (a)	339,500		16,143
			136,369
Health Care Equipment & Supplies - 0.8%
Baxter International, Inc.	113,300		6,387
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Boston Scientific Corp. (a)	7,103,738		$ 76,294
Covidien PLC	1,775,790		67,143
			149,824
Health Care Providers & Services - 0.3%
Brookdale Senior Living, Inc.	906,199		9,705
CIGNA Corp.	735,900		20,900
Fresenius Medical Care AG & Co. KGaA	565,800		25,982
			56,587
Pharmaceuticals - 6.4%
Abbott Laboratories	1,132,400		50,947
Bristol-Myers Squibb Co.	2,483,400		53,989
Johnson & Johnson	3,346,771		203,785
Merck & Co., Inc.	4,837,500		145,173
Pfizer, Inc.	18,800,400		299,490
Schering-Plough Corp.	4,621,640		122,520
Wyeth	6,356,700		295,904
			1,171,808
TOTAL HEALTH CARE			1,514,588
INDUSTRIALS - 9.1%
Aerospace & Defense - 2.5%
General Dynamics Corp.	584,200		32,359
Honeywell International, Inc.	5,127,150		177,912
Spirit AeroSystems Holdings, Inc. Class A (a)	2,637,318		34,312
The Boeing Co.	1,719,016		73,763
United Technologies Corp.	2,672,060		145,547
			463,893
Building Products - 0.3%
Masco Corp.	4,327,747		60,286
Commercial Services & Supplies - 0.1%
Republic Services, Inc.	675,052		17,956
Electrical Equipment - 0.3%
Cooper Industries Ltd. Class A	1,411,500		46,509
Rockwell Automation, Inc.	338,600		14,021
			60,530
Industrial Conglomerates - 2.9%
General Electric Co.	14,527,663		194,671
Koninklijke Philips Electronics NV (NY Shares)	622,425		14,166
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Industrial Conglomerates - continued
Rheinmetall AG	1,210,567		$ 58,938
Siemens AG sponsored ADR	1,779,600		141,443
Textron, Inc.	4,552,400		61,184
Tyco International Ltd.	2,128,290		64,317
			534,719
Machinery - 2.4%
Briggs & Stratton Corp. (f)	3,687,785		63,319
Caterpillar, Inc.	340,400		14,998
Cummins, Inc.	1,422,400		61,177
Danaher Corp.	1,015,100		62,165
Eaton Corp.	1,339,100		69,526
Illinois Tool Works, Inc.	841,717		34,132
Ingersoll-Rand Co. Ltd.	2,051,792		59,256
Kennametal, Inc.	1,889,209		40,278
Vallourec SA (e)	197,600		25,994
			430,845
Road & Rail - 0.6%
Burlington Northern Santa Fe Corp.	309,500		24,324
CSX Corp.	620,300		24,886
Union Pacific Corp.	908,400		52,251
			101,461
TOTAL INDUSTRIALS			1,669,690
INFORMATION TECHNOLOGY - 8.8%
Communications Equipment - 1.2%
Cisco Systems, Inc. (a)	7,360,720		162,009
Motorola, Inc.	7,292,070		52,211
			214,220
Computers & Peripherals - 1.5%
Dell, Inc. (a)	1,694,600		22,674
Hewlett-Packard Co.	3,921,507		169,801
International Business Machines Corp.	680,400		80,240
			272,715
Electronic Equipment & Components - 1.3%
Arrow Electronics, Inc. (a)	2,894,200		74,584
Avnet, Inc. (a)	3,546,891		86,544
Tyco Electronics Ltd.	4,059,090		87,149
			248,277
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
IT Services - 0.0%
MoneyGram International, Inc. (a)	2,437,904		$ 5,461
Office Electronics - 0.2%
Xerox Corp.	3,869,898		31,694
Semiconductors & Semiconductor Equipment - 3.6%
Analog Devices, Inc.	2,969,300		81,270
Applied Materials, Inc.	7,126,200		98,342
Atmel Corp. (a)	2,613,756		10,899
Intel Corp.	11,715,860		225,530
Micron Technology, Inc. (a)	5,111,800		32,664
National Semiconductor Corp.	5,811,662		87,524
Novellus Systems, Inc. (a)	2,451,327		47,972
Teradyne, Inc. (a)	5,682,400		44,777
Varian Semiconductor Equipment Associates, Inc. (a)	1,013,700		32,479
			661,457
Software - 1.0%
Microsoft Corp.	4,855,727		114,207
Oracle Corp.	2,981,892		65,989
			180,196
TOTAL INFORMATION TECHNOLOGY			1,614,020
MATERIALS - 1.6%
Chemicals - 1.0%
Celanese Corp. Class A	1,413,700		36,332
Dow Chemical Co.	1,469,700		31,114
E.I. du Pont de Nemours & Co.	2,740,400		84,761
H.B. Fuller Co.	1,303,423		26,277
			178,484
Metals & Mining - 0.6%
Alcoa, Inc.	4,230,421		49,750
Commercial Metals Co.	493,345		8,160
Freeport-McMoRan Copper & Gold, Inc.	282,200		17,017
Nucor Corp.	854,900		38,017
			112,944
TOTAL MATERIALS			291,428
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - 6.3%
Diversified Telecommunication Services - 5.7%
AT&T, Inc.	23,648,350		$ 620,296
Qwest Communications International, Inc.	26,118,600		100,818
Verizon Communications, Inc.	9,862,349		316,286
			1,037,400
Wireless Telecommunication Services - 0.6%
Sprint Nextel Corp. (a)	12,743,503		50,974
Vodafone Group PLC sponsored ADR	3,021,625		62,185
			113,159
TOTAL TELECOMMUNICATION SERVICES			1,150,559
UTILITIES - 3.5%
Electric Utilities - 2.1%
Allegheny Energy, Inc.	3,642,403		91,825
American Electric Power Co., Inc.	1,241,000		38,421
Entergy Corp.	1,291,900		103,778
Exelon Corp.	2,006,800		102,066
FirstEnergy Corp.	848,800		34,971
Southern Co.	337,900		10,610
			381,671
Independent Power Producers & Energy Traders - 0.7%
AES Corp.	7,895,427		100,983
Constellation Energy Group, Inc.	1,297,394		37,235
			138,218
Multi-Utilities - 0.7%
Public Service Enterprise Group, Inc.	1,169,345		37,945
Wisconsin Energy Corp.	2,157,100		92,691
			130,636
TOTAL UTILITIES			650,525
TOTAL COMMON STOCKS (Cost $18,437,956)		17,642,565
Convertible Preferred Stocks - 1.3%

CONSUMER DISCRETIONARY - 0.0%
Automobiles - 0.0%
General Motors Corp. Series C, 6.25%	1,596,800		5,429
Convertible Preferred Stocks - continued
	Shares		Value (000s)
FINANCIALS - 0.6%
Capital Markets - 0.3%
Legg Mason, Inc. 7.00%	1,846,900		$ 56,868
Commercial Banks - 0.2%
Huntington Bancshares, Inc. 8.50%	26,000		18,902
Wells Fargo & Co. 7.50%	9,600		8,064
			26,966
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	83,400		351
Insurance - 0.1%
American International Group, Inc. Series A, 8.50%	804,450		6,379
Assured Guaranty Ltd. 8.50% (a)	225,100		13,668
			20,047
TOTAL FINANCIALS			104,232
HEALTH CARE - 0.3%
Pharmaceuticals - 0.3%
Schering-Plough Corp. 6.00%	260,400		60,723
MATERIALS - 0.4%
Chemicals - 0.1%
Celanese Corp. 4.25%	384,300		12,697
Metals & Mining - 0.3%
Freeport-McMoRan Copper & Gold, Inc. 6.75%	651,000		60,076
TOTAL MATERIALS			72,773
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $349,181)		243,157

Corporate Bonds - 1.8%
	Principal Amount (000s)
Convertible Bonds - 1.7%
CONSUMER DISCRETIONARY - 0.8%
Auto Components - 0.2%
Johnson Controls, Inc. 6.5% 9/30/12	$ 11,740		28,060
Diversified Consumer Services - 0.0%
Ingersoll-Rand Global Holding Co. Ltd. 4.5% 4/15/12	4,350		7,545
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Household Durables - 0.0%
Newell Rubbermaid, Inc. 5.5% 3/15/14	$ 5,000		$ 8,314
Media - 0.6%
Liberty Media Corp.:
3.5% 1/15/31	7,095		4,121
4% 11/15/29 (g)	13,232		5,425
3.5% 1/15/31 (g)	20,122		11,686
News America, Inc. liquid yield option note:
0% 2/28/21 (g)	57,550		35,681
0% 2/28/21	16,370		10,149
Virgin Media, Inc. 6.5% 11/15/16 (g)	49,396		43,508
			110,570
TOTAL CONSUMER DISCRETIONARY			154,489
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
MGIC Investment Corp. 9% 4/1/63 (d)(g)	36,072		21,057
INDUSTRIALS - 0.1%
Airlines - 0.1%
UAL Corp.:
4.5% 6/30/21 (g)	20,550		7,809
4.5% 6/30/21	3,320		1,262
			9,071
Industrial Conglomerates - 0.0%
Textron, Inc. 4.5% 5/1/13	6,510		8,096
TOTAL INDUSTRIALS			17,167
INFORMATION TECHNOLOGY - 0.4%
Semiconductors & Semiconductor Equipment - 0.4%
Advanced Micro Devices, Inc.:
6% 5/1/15 (g)	34,770		21,036
6% 5/1/15	17,310		10,473
Intel Corp. 3.25% 8/1/39 (g)	28,290		28,573
Corporate Bonds - continued
	Principal Amount (000s)		Value (000s)
Convertible Bonds - continued
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Micron Technology, Inc.:
1.875% 6/1/14	$ 7,430		$ 5,287
4.25% 10/15/13	6,330		9,060
			74,429
MATERIALS - 0.3%
Metals & Mining - 0.3%
Alcoa, Inc. 5.25% 3/15/14	11,060		21,871
ArcelorMittal SA 5% 5/15/14	9,070		12,566
United States Steel Corp. 4% 5/15/14	15,120		21,867
			56,304
TOTAL CONVERTIBLE BONDS			323,446
Nonconvertible Bonds - 0.1%
MATERIALS - 0.1%
Chemicals - 0.1%
Hercules, Inc. 6.5% 6/30/29 unit	31,600		14,078
TOTAL CORPORATE BONDS (Cost $353,263)		337,524

Money Market Funds - 0.7%
	Shares
Fidelity Cash Central Fund, 0.37% (b)	48,818,054		48,818
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	78,722,300		78,722
TOTAL MONEY MARKET FUNDS (Cost $127,540)		127,540
TOTAL INVESTMENT PORTFOLIO - 99.9% (Cost $19,267,940)			18,350,786
NET OTHER ASSETS - 0.1%			16,338
NET ASSETS - 100%		$ 18,367,124

Legend

(a) Non-income producing

(d) Non-income producing - Issuer is in default.

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

(f) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 166
Fidelity Securities Lending Cash Central Fund	5,223
Total	$ 5,389

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Briggs & Stratton Corp.	$ 54,542	$ -	$ -	$ 1,217	$ 63,319

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 2,479,494	$ 2,412,811	$ 66,683	$ -
Consumer Staples	1,091,159	1,091,159	-	-
Energy	2,703,630	2,703,630	-	-
Financials	4,587,133	4,477,828	109,305	-
Health Care	1,575,311	1,514,588	60,723	-
Industrials	1,669,690	1,669,690	-	-
Information Technology	1,614,020	1,614,020	-	-
Materials	364,201	291,428	72,773	-
Telecommunication Services	1,150,559	1,150,559	-	-
Utilities	650,525	650,525	-	-
Corporate Bonds	337,524	-	337,524	-
Money Market Funds	127,540	127,540	-	-
Total Investments in Securities:	$ 18,350,786	$ 17,703,778	$ 647,008	$ -

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

Investments in Securities: (Amounts in thousands)
Beginning Balance	$ 33,174
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	28,080
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	-
Transfer in/out of Level 3	(61,254)
Ending Balance	$ -
The change in unrealized gain (loss) attributable to Level 3 securities at July 31, 2009	$ -

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

United States of America	88.8%
Switzerland	3.8%
United Kingdom	1.7%
Germany	1.2%
Bermuda	1.0%
Others (individually less than 1%)	3.5%
	100.0%

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $1,570,568,000 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $736,770,000 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2009

Assets
Investment in securities, at value (including securities loaned of $77,852 - See accompanying schedule: Unaffiliated issuers (cost $19,033,623)	$ 18,159,927
Fidelity Central Funds (cost $127,540)	127,540
Other affiliated issuers (cost $106,777)	63,319
Total Investments (cost $19,267,940)		$ 18,350,786
Receivable for investments sold		60,641
Receivable for fund shares sold		22,784
Dividends receivable		33,416
Interest receivable		2,920
Distributions receivable from Fidelity Central Funds		797
Prepaid expenses		85
Other receivables		461
Total assets		18,471,890

Liabilities
Payable for investments purchased	$ 128
Payable for fund shares redeemed	14,687
Accrued management fee	6,600
Other affiliated payables	3,901
Other payables and accrued expenses	728
Collateral on securities loaned, at value	78,722
Total liabilities		104,766

Net Assets		$ 18,367,124
Net Assets consist of:
Paid in capital		$ 22,932,746
Undistributed net investment income		23,437
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(3,671,779)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(917,280)
Net Assets		$ 18,367,124

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2009

Equity-Income: Net Asset Value, offering price and redemption price per share ($16,580,397 ÷ 478,351.180 shares)		$ 34.66

Class K: Net Asset Value, offering price and redemption price per share ($1,786,118 ÷ 51,529.968 shares)		$ 34.66

Class F: Net Asset Value, offering price and redemption price per share ($609 ÷ 17.565 shares)		$ 34.67

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended July 31, 2009

Investment Income
Dividends (including $1,217 earned from other affiliated issuers)		$ 242,005
Interest		8,823
Income from Fidelity Central Funds		5,389
Total income		256,217

Expenses
Management fee	$ 37,204
Transfer agent fees	22,756
Accounting and security lending fees	852
Custodian fees and expenses	131
Independent trustees' compensation	65
Registration fees	77
Audit	105
Legal	44
Interest	12
Miscellaneous	222
Total expenses before reductions	61,468
Expense reductions	(30)	61,438
Net investment income (loss)		194,779
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(1,161,086)
Foreign currency transactions	(194)
Total net realized gain (loss)		(1,161,280)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $169)	4,990,985
Assets and liabilities in foreign currencies	58
Total change in net unrealized appreciation (depreciation)		4,991,043
Net gain (loss)		3,829,763
Net increase (decrease) in net assets resulting from operations		$ 4,024,542

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2009	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 194,779	$ 567,215
Net realized gain (loss)	(1,161,280)	(2,481,713)
Change in net unrealized appreciation (depreciation)	4,991,043	(11,224,908)
Net increase (decrease) in net assets resulting from operations	4,024,542	(13,139,406)
Distributions to shareholders from net investment income	(226,918)	(545,679)
Distributions to shareholders from net realized gain	-	(459,101)
Total distributions	(226,918)	(1,004,780)
Share transactions - net increase (decrease)	(1,212,134)	1,811,033
Total increase (decrease) in net assets	2,585,490	(12,333,153)

Net Assets
Beginning of period	15,781,634	28,114,787
End of period (including undistributed net investment income of $23,437 and undistributed net investment income of $55,576, respectively)	$ 18,367,124	$ 15,781,634

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

Semiannual Report

Financial Highlights - Equity-Income

	Six months ended July 31,	Years ended January 31,
	2009	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 27.48	$ 52.25	$ 59.33	$ 54.51	$ 51.52	$ 50.27
Income from Investment Operations
Net investment income (loss) ^D	.36	1.00	1.00	.96	.82	.79
Net realized and unrealized gain (loss)	7.24	(23.96)	(3.86)	8.30	5.14	2.93
Total from investment operations	7.60	(22.96)	(2.86)	9.26	5.96	3.72
Distributions from net investment income	(.42)	(.96)	(1.02)	(.94)	(.84)	(.81)
Distributions from net realized gain	-	(.85)	(3.20)	(3.50)	(2.13)	(1.66)
Total distributions	(.42)	(1.81)	(4.22)	(4.44)	(2.97)	(2.47)
Net asset value, end of period	$ 34.66	$ 27.48	$ 52.25	$ 59.33	$ 54.51	$ 51.52
Total Return ^{B, C}	27.95%	(45.16)%	(5.21)%	17.55%	11.87%	7.51%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.78% ^A	.71%	.66%	.68%	.69%	.70%
Expenses net of fee waivers, if any	.78% ^A	.71%	.66%	.68%	.69%	.70%
Expenses net of all reductions	.78% ^A	.71%	.66%	.67%	.67%	.69%
Net investment income (loss)	2.41% ^A	2.38%	1.68%	1.71%	1.57%	1.56%
Supplemental Data
Net assets, end of period (in millions)	$ 16,580	$ 15,070	$ 28,115	$ 31,223	$ 26,042	$ 25,730
Portfolio turnover rate ^F	25% ^A	33%	23%	24%	19%	19%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

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

Semiannual Report

Financial Highlights - Class K

	Six months ended July 31,	Year ended January 31,
	2009	2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 27.48	$ 51.47
Income from Investment Operations
Net investment income (loss) ^D	.39	.61
Net realized and unrealized gain (loss)	7.24	(23.80)
Total from investment operations	7.63	(23.19)
Distributions from net investment income	(.45)	(.80)
Net asset value, end of period	$ 34.66	$ 27.48
Total Return ^{B, C}	28.08%	(45.45)%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.55% ^A	.53% ^A
Expenses net of fee waivers, if any	.55% ^A	.53% ^A
Expenses net of all reductions	.55% ^A	.53% ^A
Net investment income (loss)	2.65% ^A	2.89% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1,786	$ 711
Portfolio turnover rate ^F	25% ^A	33%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

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

Semiannual Report

Financial Highlights - Class F

	Period ended July 31, 2009 ^G
Selected Per-Share Data
Net asset value, beginning of period	$ 31.88
Income from Investment Operations
Net investment income (loss) ^D	.05
Net realized and unrealized gain (loss)	2.91
Total from investment operations	2.96
Distributions from net investment income	(.17)
Net asset value, end of period	$ 34.67
Total Return ^{B, C}	9.35%
Ratios to Average Net Assets ^{E, H}
Expenses before reductions	.45% ^A
Expenses net of fee waivers, if any	.45% ^A
Expenses net of all reductions	.45% ^A
Net investment income (loss)	1.72% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 1
Portfolio turnover rate ^F	25% ^A

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 3,327,823
Unrealized depreciation	(4,414,306)
Net unrealized appreciation (depreciation)	$ (1,086,483)

Cost for federal income tax purposes	$ 19,437,269

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,966,633 and $3,136,181, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

	Amount	% of Average Net Assets*
Equity-Income	$ 22,417	.30
Class K	339	.06
	$ 22,756

* Annualized

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 40,494	.43%	$ 8

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Committed Line of Credit.

8. Security Lending.

9. Bank Borrowings.

10. Expense Reductions.

FMR voluntarily agreed to reimburse a portion of Equity-Income's operating expenses. During the period, the reimbursement reduced the class' expense by $17.

Semiannual Report

10. Expense Reductions - continued

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
From net investment income
Equity-Income	$ 211,775	$ 542,274
Class K	15,140	3,405
Class F	3	-
Total	$ 226,918	$ 545,679
From net realized gain
Equity-Income	$ -	$ 459,101

^A Distributions for Class K are for the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

^B Distributions for Class F are for the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
Equity-Income
Shares sold	32,242	127,430	$ 943,693	$ 5,446,123
Conversion to Class K	(22,004)	(25,772)	(651,044)	(795,247)
Reinvestment of distributions	7,098	22,878	206,919	980,569
Shares redeemed	(87,377)	(114,182)	(2,482,788)	(4,618,938)
Net increase (decrease)	(70,041)	10,354	$ (1,983,220)	$ 1,012,507
Class K
Shares sold	6,616	970	$ 204,122	$ 29,347
Conversion from Equity-Income	22,006	25,776	651,044	795,247
Reinvestment of distributions	518	110	15,140	3,405
Shares redeemed	(3,491)	(975)	(99,768)	(29,473)
Net increase (decrease)	25,649	25,881	$ 770,538	$ 798,526

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

	Shares		Dollars
	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A	Six months ended July 31, 2009 ^B	Year ended January 31, 2009 ^A
Class F
Shares sold	18	-	$ 549	$ -
Reinvestment of distributions	-	-	3	-
Shares redeemed	-	-	(4)	-
Net increase (decrease)	18	-	$ 548	$ -

^A Share transactions for Class K are for the period May 9, 2008 (commencement of sale of shares) to January 31, 2009.

^B Share transactions for Class F are for the period June 26, 2009 (commencement of sale of shares) to July 31, 2009.

13. Other.

At the end of the period, the Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 34% of the total outstanding shares of the Fund.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Devonshire Trust and the Shareholders of Fidelity Equity-Income Fund:

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 28, 2009

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

fid81

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

fid83

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

The Board noted that the total expenses of each class ranked below its competitive median for the period.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors (U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

EQU-K-USAN-0909
1.863287.100

fid38

Fidelity®
Large Cap Growth
Fund

Semiannual Report

July 31, 2009

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2009 to July 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2009	Ending Account Value July 31, 2009	Expenses Paid During Period* February 1, 2009 to July 31, 2009
Class A	1.09%
Actual		$ 1,000.00	$ 1,194.40	$ 5.93
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46
Class T	1.40%
Actual		$ 1,000.00	$ 1,193.10	$ 7.61
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.00
Class B	1.83%
Actual		$ 1,000.00	$ 1,190.50	$ 9.94
Hypothetical^A		$ 1,000.00	$ 1,015.72	$ 9.15
Class C	1.82%
Actual		$ 1,000.00	$ 1,189.80	$ 9.88
Hypothetical^A		$ 1,000.00	$ 1,015.77	$ 9.10
Large Cap Growth	.83%
Actual		$ 1,000.00	$ 1,196.70	$ 4.52
Hypothetical^A		$ 1,000.00	$ 1,020.68	$ 4.16
Institutional Class	.77%
Actual		$ 1,000.00	$ 1,195.80	$ 4.19
Hypothetical^A		$ 1,000.00	$ 1,020.98	$ 3.86

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Cisco Systems, Inc.	5.0	4.6
International Business Machines Corp.	5.0	5.1
Wal-Mart Stores, Inc.	4.9	3.7
Apple, Inc.	4.6	1.0
Johnson & Johnson	3.8	0.0
Walgreen Co.	3.6	0.0
Medco Health Solutions, Inc.	3.4	0.0
Accenture Ltd. Class A	3.4	3.3
Amgen, Inc.	3.3	0.7
Kroger Co.	3.1	2.8
	40.1
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	32.2	28.2
Health Care	17.2	16.8
Consumer Staples	15.6	13.1
Industrials	10.4	13.1
Consumer Discretionary	10.3	9.7

Asset Allocation (% of fund's net assets)
As of July 31, 2009 *			As of January 31, 2009 **
	Stocks 99.3%			Stocks 98.9%
	Short-Term Investments and Net Other Assets 0.7%			Short-Term Investments and Net Other Assets 1.1%
* Foreign investments		5.4%	** Foreign investments		6.0%

fid97

Semiannual Report

Investments July 31, 2009 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value
CONSUMER DISCRETIONARY - 10.3%
Diversified Consumer Services - 3.1%
Apollo Group, Inc. Class A (non-vtg.) (a)	48,600		$ 3,355,344
Career Education Corp. (a)	15,300		350,676
			3,706,020
Household Durables - 2.0%
Leggett & Platt, Inc.	21,700		376,495
NVR, Inc. (a)	3,500		2,104,025
			2,480,520
Multiline Retail - 1.8%
Family Dollar Stores, Inc.	67,800		2,130,276
Specialty Retail - 3.4%
AutoNation, Inc. (a)(d)	35,400		732,072
AutoZone, Inc. (a)	3,800		583,566
Bed Bath & Beyond, Inc. (a)	21,000		729,750
Chico's FAS, Inc. (a)	44,500		510,415
Foot Locker, Inc.	66,600		737,928
Home Depot, Inc.	11,500		298,310
RadioShack Corp.	33,600		521,136
			4,113,177
TOTAL CONSUMER DISCRETIONARY			12,429,993
CONSUMER STAPLES - 15.6%
Food & Staples Retailing - 11.9%
BJ's Wholesale Club, Inc. (a)	10,000		333,500
Kroger Co.	173,700		3,713,706
Wal-Mart Stores, Inc.	119,500		5,960,660
Walgreen Co.	138,200		4,291,110
			14,298,976
Food Products - 2.4%
Archer Daniels Midland Co.	95,000		2,861,400
Household Products - 1.3%
Kimberly-Clark Corp.	28,100		1,642,445
TOTAL CONSUMER STAPLES			18,802,821
ENERGY - 4.6%
Energy Equipment & Services - 2.4%
Exterran Holdings, Inc. (a)	37,100		645,169
Helix Energy Solutions Group, Inc. (a)	57,700		605,273
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Nabors Industries Ltd. (a)	47,500		$ 808,450
Rowan Companies, Inc.	36,000		767,880
			2,826,772
Oil, Gas & Consumable Fuels - 2.2%
Chesapeake Energy Corp.	18,200		390,208
Exxon Mobil Corp.	14,200		999,538
Forest Oil Corp. (a)	32,600		549,310
Mariner Energy, Inc. (a)	63,000		755,370
			2,694,426
TOTAL ENERGY			5,521,198
FINANCIALS - 4.5%
Capital Markets - 1.7%
TD Ameritrade Holding Corp. (a)	110,300		2,044,962
Diversified Financial Services - 1.3%
IntercontinentalExchange, Inc. (a)	16,800		1,580,208
Insurance - 1.5%
Axis Capital Holdings Ltd.	10,600		301,676
Brown & Brown, Inc.	15,200		291,536
Validus Holdings Ltd.	12,900		292,830
W.R. Berkley Corp.	36,900		857,187
			1,743,229
TOTAL FINANCIALS			5,368,399
HEALTH CARE - 17.2%
Biotechnology - 6.6%
Amgen, Inc. (a)	63,300		3,944,223
Biogen Idec, Inc. (a)	53,400		2,539,170
Gilead Sciences, Inc. (a)	29,400		1,438,542
			7,921,935
Health Care Providers & Services - 6.8%
Express Scripts, Inc. (a)	34,600		2,423,384
Medco Health Solutions, Inc. (a)	77,800		4,112,508
Quest Diagnostics, Inc.	30,900		1,687,758
			8,223,650
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 3.8%
Johnson & Johnson	73,900		$ 4,499,771
TOTAL HEALTH CARE			20,645,356
INDUSTRIALS - 10.4%
Aerospace & Defense - 6.8%
Lockheed Martin Corp.	46,000		3,438,960
Northrop Grumman Corp.	27,900		1,243,782
Raytheon Co.	73,400		3,446,130
			8,128,872
Commercial Services & Supplies - 0.9%
R.R. Donnelley & Sons Co.	31,900		443,410
The Brink's Co.	22,700		616,305
			1,059,715
Construction & Engineering - 0.9%
Jacobs Engineering Group, Inc. (a)	26,800		1,098,264
Machinery - 0.5%
Navistar International Corp. (a)	13,400		529,836
Professional Services - 1.1%
Dun & Bradstreet Corp.	18,600		1,339,014
Trading Companies & Distributors - 0.2%
WESCO International, Inc. (a)	11,700		288,873
TOTAL INDUSTRIALS			12,444,574
INFORMATION TECHNOLOGY - 32.2%
Communications Equipment - 5.0%
Cisco Systems, Inc. (a)	273,400		6,017,534
Computers & Peripherals - 10.3%
Apple, Inc. (a)	33,700		5,506,243
International Business Machines Corp.	50,600		5,967,258
NCR Corp. (a)	66,700		863,098
			12,336,599
Electronic Equipment & Components - 2.3%
Arrow Electronics, Inc. (a)	38,200		984,414
Avnet, Inc. (a)	48,500		1,183,400
Vishay Intertechnology, Inc. (a)	78,400		557,424
			2,725,238
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
Google, Inc. Class A (a)	3,900		$ 1,727,895
IT Services - 11.3%
Accenture Ltd. Class A	115,200		4,040,064
Affiliated Computer Services, Inc. Class A (a)	71,600		3,394,556
Broadridge Financial Solutions, Inc.	55,100		951,577
Fidelity National Information Services, Inc.	86,000		2,014,120
Genpact Ltd. (a)	118,900		1,666,978
NeuStar, Inc. Class A (a)	66,100		1,499,148
			13,566,443
Software - 1.9%
Oracle Corp.	74,800		1,655,324
Red Hat, Inc. (a)	26,800		611,844
			2,267,168
TOTAL INFORMATION TECHNOLOGY			38,640,877
MATERIALS - 3.8%
Chemicals - 1.8%
Air Products & Chemicals, Inc.	3,900		290,940
E.I. du Pont de Nemours & Co.	10,400		321,672
Intrepid Potash, Inc. (a)	12,000		303,120
Monsanto Co.	3,700		310,800
Praxair, Inc.	4,000		312,720
The Mosaic Co.	5,600		292,040
Valhi, Inc.	23,400		307,242
			2,138,534
Metals & Mining - 2.0%
Alcoa, Inc.	26,600		312,816
Allegheny Technologies, Inc.	11,000		297,880
Cliffs Natural Resources, Inc.	11,200		306,768
Freeport-McMoRan Copper & Gold, Inc.	5,200		313,560
Newmont Mining Corp.	7,700		318,395
Nucor Corp.	6,800		302,396
Southern Copper Corp. (d)	12,500		322,000
United States Steel Corp.	7,400		294,150
			2,467,965
TOTAL MATERIALS			4,606,499
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
American Tower Corp. Class A (a)	8,700		$ 296,583
UTILITIES - 0.5%
Electric Utilities - 0.3%
Exelon Corp.	5,600		284,816
Multi-Utilities - 0.2%
Public Service Enterprise Group, Inc.	8,500		275,825
TOTAL UTILITIES			560,641
TOTAL COMMON STOCKS (Cost $114,320,362)		119,316,941
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.37% (b)	1,277,092		1,277,092
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	954,250		954,250
TOTAL MONEY MARKET FUNDS (Cost $2,231,342)		2,231,342
Cash Equivalents - 0.0%
	Maturity Amount
Investments in repurchase agreements in a joint trading account at 0.19%, dated 7/31/09 due 8/3/09 (Collateralized by U.S. Treasury Obligations) # (Cost $47,000)	$ 47,000		47,000
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $116,598,704)		121,595,283
NET OTHER ASSETS - (1.2)%		(1,415,694)
NET ASSETS - 100%		$ 120,179,589

Legend

(a) Non-income producing

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

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value
$47,000 due 8/03/09 at 0.19%
BNP Paribas Securities Corp.	$ 2,116
Barclays Capital, Inc.	8,195
Credit Suisse Securities (USA) LLC	2,150
Deutsche Bank Securities, Inc.	6,884
HSBC Securities (USA), Inc.	8,956
ING Financial Markets LLC	9,833
J.P. Morgan Securities, Inc.	1,490
Mizuho Securities USA, Inc.	1,639
Morgan Stanley & Co., Inc.	1,639
Societe Generale, New York Branch	4,098
	$ 47,000

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 2,861
Fidelity Securities Lending Cash Central Fund	5,701
Total	$ 8,562

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy with the exception of Cash Equivalents which are categorized as Level 2. 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 Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $35,247,593 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $10,434,621 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2009 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $934,960 and repurchase agreements of $47,000) - See accompanying schedule: Unaffiliated issuers (cost $114,367,362)	$ 119,363,941
Fidelity Central Funds (cost $2,231,342)	2,231,342
Total Investments (cost $116,598,704)		$ 121,595,283
Cash		721
Receivable for investments sold		7,906,252
Receivable for fund shares sold		311,010
Dividends receivable		27,243
Distributions receivable from Fidelity Central Funds		902
Prepaid expenses		405
Total assets		129,841,816

Liabilities
Payable for investments purchased	$ 8,529,055
Payable for fund shares redeemed	84,601
Accrued management fee	28,562
Distribution fees payable	3,493
Other affiliated payables	35,135
Other payables and accrued expenses	27,131
Collateral on securities loaned, at value	954,250
Total liabilities		9,662,227

Net Assets		$ 120,179,589
Net Assets consist of:
Paid in capital		$ 166,714,931
Undistributed net investment income		197,669
Accumulated undistributed net realized gain (loss) on investments		(51,729,590)
Net unrealized appreciation (depreciation) on investments		4,996,579
Net Assets		$ 120,179,589

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

Semiannual Report

Statement of Assets and Liabilities - continued

	July 31, 2009 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($3,169,819 ÷ 433,551 shares)		$ 7.31

Maximum offering price per share (100/94.25 of $7.31)		$ 7.76
Class T: Net Asset Value and redemption price per share ($1,284,816 ÷ 176,359 shares)		$ 7.29

Maximum offering price per share (100/96.50 of $7.29)		$ 7.55
Class B: Net Asset Value and offering price per share ($1,335,056 ÷ 184,050 shares)^A		$ 7.25

Class C: Net Asset Value and offering price per share ($1,775,232 ÷ 246,232 shares)^A		$ 7.21

Large Cap Growth: Net Asset Value, offering price and redemption price per share ($112,552,002 ÷ 15,293,538 shares)		$ 7.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($62,664 ÷ 8,481 shares)		$ 7.39

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended July 31, 2009 (Unaudited)

Investment Income
Dividends		$ 628,061
Interest		2
Income from Fidelity Central Funds		8,562
Total income		636,625

Expenses
Management fee Basic fee	$ 284,553
Performance adjustment	(145,206)
Transfer agent fees	174,378
Distribution fees	18,205
Accounting and security lending fees	19,768
Custodian fees and expenses	8,322
Independent trustees' compensation	385
Registration fees	52,645
Audit	24,771
Legal	220
Miscellaneous	915
Total expenses		438,956
Net investment income (loss)		197,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		(3,446,941)
Change in net unrealized appreciation (depreciation) on investment securities		22,294,665
Net gain (loss)		18,847,724
Net increase (decrease) in net assets resulting from operations		$ 19,045,393

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended July 31, 2009 (Unaudited)	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 197,669	$ 552,980
Net realized gain (loss)	(3,446,941)	(39,614,848)
Change in net unrealized appreciation (depreciation)	22,294,665	(12,538,618)
Net increase (decrease) in net assets resulting from operations	19,045,393	(51,600,486)
Distributions to shareholders from net investment income	-	(628,444)
Share transactions - net increase (decrease)	10,289,253	(9,063,301)
Total increase (decrease) in net assets	29,334,646	(61,292,231)

Net Assets
Beginning of period	90,844,943	152,137,174
End of period (including undistributed net investment income of $197,669 and undistributed net investment income of $0, respectively)	$ 120,179,589	$ 90,844,943

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

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.12	$ 9.85	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	.01	.02	(.03)
Net realized and unrealized gain (loss)	1.18	(3.71)	(.72)
Total from investment operations	1.19	(3.69)	(.75)
Distributions from net investment income	-	(.04)	-
Distributions from net realized gain	-	-	(1.25)
Total distributions	-	(.04)	(1.25)
Net asset value, end of period	$ 7.31	$ 6.12	$ 9.85
Total Return^{B, C}	19.44%	(37.49)%	(6.99)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.09%^A	1.01%	1.20%^A
Expenses net of fee waivers, if any	1.09%^A	1.01%	1.20%^A
Expenses net of all reductions	1.09%^A	1.01%	1.20%^A
Net investment income (loss)	.17%^A	.20%	(.29)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,170	$ 2,159	$ 1,302
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.11	$ 9.85	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	-^I	(.01)	(.06)
Net realized and unrealized gain (loss)	1.18	(3.70)	(.69)
Total from investment operations	1.18	(3.71)	(.75)
Distributions from net investment income	-	(.03)	-
Distributions from net realized gain	-	-	(1.25)
Total distributions	-	(.03)	(1.25)
Net asset value, end of period	$ 7.29	$ 6.11	$ 9.85
Total Return^{B, C}	19.31%	(37.71)%	(7.05)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.40%^A	1.31%	1.47%^A
Expenses net of fee waivers, if any	1.40%^A	1.31%	1.47%^A
Expenses net of all reductions	1.40%^A	1.31%	1.47%^A
Net investment income (loss)	(.14)%^A	(.10)%	(.56)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,285	$ 820	$ 1,097
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.09	$ 9.83	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.05)	(.12)
Net realized and unrealized gain (loss)	1.18	(3.69)	(.70)
Total from investment operations	1.16	(3.74)	(.82)
Distributions from net investment income	-	-^I	-
Distributions from net realized gain	-	-	(1.20)
Total distributions	-	-^I	(1.20)
Net asset value, end of period	$ 7.25	$ 6.09	$ 9.83
Total Return^{B, C}	19.05%	(38.01)%	(7.62)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.83%^A	1.76%	1.99%^A
Expenses net of fee waivers, if any	1.83%^A	1.76%	1.99%^A
Expenses net of all reductions	1.83%^A	1.76%	1.99%^A
Net investment income (loss)	(.57)%^A	(.56)%	(1.07)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,335	$ 815	$ 543
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.06	$ 9.82	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.04)	(.11)
Net realized and unrealized gain (loss)	1.17	(3.69)	(.70)
Total from investment operations	1.15	(3.73)	(.81)
Distributions from net investment income	-	(.03)	-
Distributions from net realized gain	-	-	(1.22)
Total distributions	-	(.03)	(1.22)
Net asset value, end of period	$ 7.21	$ 6.06	$ 9.82
Total Return^{B, C}	18.98%	(37.98)%	(7.54)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.82%^A	1.77%	1.96%^A
Expenses net of fee waivers, if any	1.82%^A	1.77%	1.96%^A
Expenses net of all reductions	1.82%^A	1.77%	1.96%^A
Net investment income (loss)	(.57)%^A	(.57)%	(1.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,775	$ 1,441	$ 945
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Large Cap Growth

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 6.15	$ 9.89	$ 11.92	$ 11.82	$ 10.17	$ 9.21
Income from Investment Operations
Net investment income (loss)^D	.01	.04	(.01)	-^K	.02^G	(.01)^H
Net realized and unrealized gain (loss)	1.20	(3.73)	(.77)	.37	1.87	.97
Total from investment operations	1.21	(3.69)	(.78)	.37	1.89	.96
Distributions from net investment income	-	(.05)	-	(.01)	-	-
Distributions from net realized gain	-	-	(1.25)	(.26)	(.24)	-
Total distributions	-	(.05)	(1.25)	(.27)	(.24)	-
Redemption fees added to paid in capital^D	-	-	-	-^{J, K}	-^K	-^K
Net asset value, end of period	$ 7.36	$ 6.15	$ 9.89	$ 11.92	$ 11.82	$ 10.17
Total Return^{B, C}	19.67%	(37.36)%	(7.26)%	3.20%	18.66%	10.42%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.83%^A	.75%	1.03%	1.10%	1.12%	1.30%
Expenses net of fee waivers, if any	.83%^A	.74%	.99%	1.00%	1.00%	1.20%
Expenses net of all reductions	.83%^A	.74%	.98%	.99%	.94%	1.13%
Net investment income (loss)	.43%^A	.47%	(.07)%	.02%	.15%^G	(.07)%^H
Supplemental Data
Net assets, end of period (000 omitted)	$ 112,552	$ 85,332	$ 147,864	$ 183,515	$ 157,513	$ 49,453
Portfolio turnover rate^F	381%^A	355%	428%	189%	268%	274%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.07)%.

^H Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.32)%.

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

^J The redemption fee was eliminated during the year ended January 31, 2007.

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^F
Selected Per-Share Data
Net asset value, beginning of period	$ 6.18	$ 9.88	$ 11.85
Income from Investment Operations
Net investment income (loss)^C	.02	.04	-^H
Net realized and unrealized gain (loss)	1.19	(3.72)	(.70)
Total from investment operations	1.21	(3.68)	(.70)
Distributions from net investment income	-	(.02)	-
Distributions from net realized gain	-	-	(1.27)
Total distributions	-	(.02)	(1.27)
Net asset value, end of period	$ 7.39	$ 6.18	$ 9.88
Total Return^B	19.58%	(37.29)%	(6.64)%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.77%^A	.68%	.88%^A
Expenses net of fee waivers, if any	.77%^A	.68%	.88%^A
Expenses net of all reductions	.77%^A	.68%	.88%^A
Net investment income (loss)	.49%^A	.52%	.03%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 63	$ 277	$ 386
Portfolio turnover rate^E	381%^A	355%	428%

^A Annualized

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

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

^D Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^F For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009 (Unaudited)

1. Organization.

Fidelity Large Cap Growth Fund (the Fund) is a fund of Fidelity Devonshire Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, Large Cap Growth and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of July 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 8,619,328
Unrealized depreciation	(4,757,722)
Net unrealized appreciation (depreciation)	$ 3,861,606

Cost for federal income tax purposes	$ 117,733,677

4. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The Fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Upon settlement date, collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The Fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $201,461,592 and $190,807,054, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

the management fee is based on the relative investment performance of the retail class of the fund, Large Cap Growth as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .28% of the Fund's average net assets.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 3,130	$ 123
Class T	.25%	.25%	2,416	26
Class B	.75%	.25%	5,243	3,938
Class C	.75%	.25%	7,416	2,977
			$ 18,205	$ 7,064

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, 1.00% to .50% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 3,378
Class T	672
Class B*	1,498
Class C*	155
	$ 5,703

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 4,453	.35
Class T	2,025	.42
Class B	1,831	.35
Class C	2,538	.34
Large Cap Growth	163,283	.34
Institutional Class	248	.28
	$ 174,378

* Annualized

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $332 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009	Year ended January 31, 2009
From net investment income
Class A	$ -	$ 9,774
Class T	-	2,782
Class B	-	466
Class C	-	8,869
Large Cap Growth	-	606,381
Institutional Class	-	172
Total	$ -	$ 628,444

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009	Year ended January 31, 2009	Six months ended July 31, 2009	Year ended January 31, 2009
Class A
Shares sold	166,243	414,086	$ 1,055,579	$ 3,162,715
Reinvestment of distributions	-	1,520	-	9,529
Shares redeemed	(85,482)	(194,988)	(546,711)	(1,396,004)
Net increase (decrease)	80,761	220,618	$ 508,868	$ 1,776,240
Class T
Shares sold	55,003	113,152	$ 356,606	$ 859,518
Reinvestment of distributions	-	433	-	2,713
Shares redeemed	(12,870)	(90,807)	(81,020)	(834,766)
Net increase (decrease)	42,133	22,778	$ 275,586	$ 27,465
Class B
Shares sold	69,959	104,839	$ 427,270	$ 787,932
Reinvestment of distributions	-	70	-	441
Shares redeemed	(19,697)	(26,358)	(121,876)	(226,449)
Net increase (decrease)	50,262	78,551	$ 305,394	$ 561,924
Class C
Shares sold	90,860	337,839	$ 589,032	$ 2,280,306
Reinvestment of distributions	-	776	-	4,819
Shares redeemed	(82,573)	(196,903)	(527,175)	(1,364,771)
Net increase (decrease)	8,287	141,712	$ 61,857	$ 920,354
Large Cap Growth
Shares sold	4,385,326	5,900,959	$ 28,340,811	$ 48,153,094
Reinvestment of distributions	-	94,678	-	596,470
Shares redeemed	(2,961,476)	(7,073,256)	(18,972,276)	(61,097,033)
Net increase (decrease)	1,423,850	(1,077,619)	$ 9,368,535	$ (12,347,469)
Institutional Class
Shares sold	558	45,727	$ 3,354	$ 332,736
Reinvestment of distributions	-	19	-	119
Shares redeemed	(36,996)	(39,895)	(234,341)	(334,670)
Net increase (decrease)	(36,438)	5,851	$ (230,987)	$ (1,815)

Semiannual Report

11. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Large Cap Growth Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, as available, the cumulative total returns of Fidelity Large Cap Growth (retail class) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Fidelity Large Cap Growth (retail class) and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Semiannual Report

Fidelity Large Cap Growth Fund

fid99

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Large Cap Growth (retail class) of the fund was in the second quartile for the one- and five-year periods and the fourth quartile for the three-year period. The Board also stated that the investment performance of Fidelity Large Cap Growth (retail class) of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes.

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, the record (over the same period) of a Board-approved performance adjustment index. The Board realizes that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Large Cap Growth (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity Large Cap Growth Fund

fid101

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for performance periods that differ from the periods shown in the performance charts above.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Fidelity Large Cap Growth (retail class) ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Semiannual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

fid103 For mutual fund and brokerage trading.

fid105 For quotes.*

fid107 For account balances and holdings.

fid109 To review orders and mutual
fund activity.

fid111 To change your PIN.

fid113 fid115 To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited
Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid35 1-800-544-5555

Automated line for quickest service

LCG-USAN-0909
1.900176.100

fid119

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor
Large Cap Growth
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

July 31, 2009

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

(2_fidelity_logos) (Registered_Trademark)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2009 to July 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2009	Ending Account Value July 31, 2009	Expenses Paid During Period* February 1, 2009 to July 31, 2009
Class A	1.09%
Actual		$ 1,000.00	$ 1,194.40	$ 5.93
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46
Class T	1.40%
Actual		$ 1,000.00	$ 1,193.10	$ 7.61
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.00
Class B	1.83%
Actual		$ 1,000.00	$ 1,190.50	$ 9.94
Hypothetical^A		$ 1,000.00	$ 1,015.72	$ 9.15
Class C	1.82%
Actual		$ 1,000.00	$ 1,189.80	$ 9.88
Hypothetical^A		$ 1,000.00	$ 1,015.77	$ 9.10
Large Cap Growth	.83%
Actual		$ 1,000.00	$ 1,196.70	$ 4.52
Hypothetical^A		$ 1,000.00	$ 1,020.68	$ 4.16
Institutional Class	.77%
Actual		$ 1,000.00	$ 1,195.80	$ 4.19
Hypothetical^A		$ 1,000.00	$ 1,020.98	$ 3.86

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Cisco Systems, Inc.	5.0	4.6
International Business Machines Corp.	5.0	5.1
Wal-Mart Stores, Inc.	4.9	3.7
Apple, Inc.	4.6	1.0
Johnson & Johnson	3.8	0.0
Walgreen Co.	3.6	0.0
Medco Health Solutions, Inc.	3.4	0.0
Accenture Ltd. Class A	3.4	3.3
Amgen, Inc.	3.3	0.7
Kroger Co.	3.1	2.8
	40.1
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	32.2	28.2
Health Care	17.2	16.8
Consumer Staples	15.6	13.1
Industrials	10.4	13.1
Consumer Discretionary	10.3	9.7

Asset Allocation (% of fund's net assets)
As of July 31, 2009 *			As of January 31, 2009 **
	Stocks 99.3%			Stocks 98.9%
	Short-Term Investments and Net Other Assets 0.7%			Short-Term Investments and Net Other Assets 1.1%
* Foreign investments		5.4%	** Foreign investments		6.0%

fid132

Semiannual Report

Investments July 31, 2009 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value
CONSUMER DISCRETIONARY - 10.3%
Diversified Consumer Services - 3.1%
Apollo Group, Inc. Class A (non-vtg.) (a)	48,600		$ 3,355,344
Career Education Corp. (a)	15,300		350,676
			3,706,020
Household Durables - 2.0%
Leggett & Platt, Inc.	21,700		376,495
NVR, Inc. (a)	3,500		2,104,025
			2,480,520
Multiline Retail - 1.8%
Family Dollar Stores, Inc.	67,800		2,130,276
Specialty Retail - 3.4%
AutoNation, Inc. (a)(d)	35,400		732,072
AutoZone, Inc. (a)	3,800		583,566
Bed Bath & Beyond, Inc. (a)	21,000		729,750
Chico's FAS, Inc. (a)	44,500		510,415
Foot Locker, Inc.	66,600		737,928
Home Depot, Inc.	11,500		298,310
RadioShack Corp.	33,600		521,136
			4,113,177
TOTAL CONSUMER DISCRETIONARY			12,429,993
CONSUMER STAPLES - 15.6%
Food & Staples Retailing - 11.9%
BJ's Wholesale Club, Inc. (a)	10,000		333,500
Kroger Co.	173,700		3,713,706
Wal-Mart Stores, Inc.	119,500		5,960,660
Walgreen Co.	138,200		4,291,110
			14,298,976
Food Products - 2.4%
Archer Daniels Midland Co.	95,000		2,861,400
Household Products - 1.3%
Kimberly-Clark Corp.	28,100		1,642,445
TOTAL CONSUMER STAPLES			18,802,821
ENERGY - 4.6%
Energy Equipment & Services - 2.4%
Exterran Holdings, Inc. (a)	37,100		645,169
Helix Energy Solutions Group, Inc. (a)	57,700		605,273
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Nabors Industries Ltd. (a)	47,500		$ 808,450
Rowan Companies, Inc.	36,000		767,880
			2,826,772
Oil, Gas & Consumable Fuels - 2.2%
Chesapeake Energy Corp.	18,200		390,208
Exxon Mobil Corp.	14,200		999,538
Forest Oil Corp. (a)	32,600		549,310
Mariner Energy, Inc. (a)	63,000		755,370
			2,694,426
TOTAL ENERGY			5,521,198
FINANCIALS - 4.5%
Capital Markets - 1.7%
TD Ameritrade Holding Corp. (a)	110,300		2,044,962
Diversified Financial Services - 1.3%
IntercontinentalExchange, Inc. (a)	16,800		1,580,208
Insurance - 1.5%
Axis Capital Holdings Ltd.	10,600		301,676
Brown & Brown, Inc.	15,200		291,536
Validus Holdings Ltd.	12,900		292,830
W.R. Berkley Corp.	36,900		857,187
			1,743,229
TOTAL FINANCIALS			5,368,399
HEALTH CARE - 17.2%
Biotechnology - 6.6%
Amgen, Inc. (a)	63,300		3,944,223
Biogen Idec, Inc. (a)	53,400		2,539,170
Gilead Sciences, Inc. (a)	29,400		1,438,542
			7,921,935
Health Care Providers & Services - 6.8%
Express Scripts, Inc. (a)	34,600		2,423,384
Medco Health Solutions, Inc. (a)	77,800		4,112,508
Quest Diagnostics, Inc.	30,900		1,687,758
			8,223,650
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 3.8%
Johnson & Johnson	73,900		$ 4,499,771
TOTAL HEALTH CARE			20,645,356
INDUSTRIALS - 10.4%
Aerospace & Defense - 6.8%
Lockheed Martin Corp.	46,000		3,438,960
Northrop Grumman Corp.	27,900		1,243,782
Raytheon Co.	73,400		3,446,130
			8,128,872
Commercial Services & Supplies - 0.9%
R.R. Donnelley & Sons Co.	31,900		443,410
The Brink's Co.	22,700		616,305
			1,059,715
Construction & Engineering - 0.9%
Jacobs Engineering Group, Inc. (a)	26,800		1,098,264
Machinery - 0.5%
Navistar International Corp. (a)	13,400		529,836
Professional Services - 1.1%
Dun & Bradstreet Corp.	18,600		1,339,014
Trading Companies & Distributors - 0.2%
WESCO International, Inc. (a)	11,700		288,873
TOTAL INDUSTRIALS			12,444,574
INFORMATION TECHNOLOGY - 32.2%
Communications Equipment - 5.0%
Cisco Systems, Inc. (a)	273,400		6,017,534
Computers & Peripherals - 10.3%
Apple, Inc. (a)	33,700		5,506,243
International Business Machines Corp.	50,600		5,967,258
NCR Corp. (a)	66,700		863,098
			12,336,599
Electronic Equipment & Components - 2.3%
Arrow Electronics, Inc. (a)	38,200		984,414
Avnet, Inc. (a)	48,500		1,183,400
Vishay Intertechnology, Inc. (a)	78,400		557,424
			2,725,238
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
Google, Inc. Class A (a)	3,900		$ 1,727,895
IT Services - 11.3%
Accenture Ltd. Class A	115,200		4,040,064
Affiliated Computer Services, Inc. Class A (a)	71,600		3,394,556
Broadridge Financial Solutions, Inc.	55,100		951,577
Fidelity National Information Services, Inc.	86,000		2,014,120
Genpact Ltd. (a)	118,900		1,666,978
NeuStar, Inc. Class A (a)	66,100		1,499,148
			13,566,443
Software - 1.9%
Oracle Corp.	74,800		1,655,324
Red Hat, Inc. (a)	26,800		611,844
			2,267,168
TOTAL INFORMATION TECHNOLOGY			38,640,877
MATERIALS - 3.8%
Chemicals - 1.8%
Air Products & Chemicals, Inc.	3,900		290,940
E.I. du Pont de Nemours & Co.	10,400		321,672
Intrepid Potash, Inc. (a)	12,000		303,120
Monsanto Co.	3,700		310,800
Praxair, Inc.	4,000		312,720
The Mosaic Co.	5,600		292,040
Valhi, Inc.	23,400		307,242
			2,138,534
Metals & Mining - 2.0%
Alcoa, Inc.	26,600		312,816
Allegheny Technologies, Inc.	11,000		297,880
Cliffs Natural Resources, Inc.	11,200		306,768
Freeport-McMoRan Copper & Gold, Inc.	5,200		313,560
Newmont Mining Corp.	7,700		318,395
Nucor Corp.	6,800		302,396
Southern Copper Corp. (d)	12,500		322,000
United States Steel Corp.	7,400		294,150
			2,467,965
TOTAL MATERIALS			4,606,499
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
American Tower Corp. Class A (a)	8,700		$ 296,583
UTILITIES - 0.5%
Electric Utilities - 0.3%
Exelon Corp.	5,600		284,816
Multi-Utilities - 0.2%
Public Service Enterprise Group, Inc.	8,500		275,825
TOTAL UTILITIES			560,641
TOTAL COMMON STOCKS (Cost $114,320,362)		119,316,941
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.37% (b)	1,277,092		1,277,092
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	954,250		954,250
TOTAL MONEY MARKET FUNDS (Cost $2,231,342)		2,231,342
Cash Equivalents - 0.0%
	Maturity Amount
Investments in repurchase agreements in a joint trading account at 0.19%, dated 7/31/09 due 8/3/09 (Collateralized by U.S. Treasury Obligations) # (Cost $47,000)	$ 47,000		47,000
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $116,598,704)		121,595,283
NET OTHER ASSETS - (1.2)%		(1,415,694)
NET ASSETS - 100%		$ 120,179,589

Legend

(a) Non-income producing

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

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value
$47,000 due 8/03/09 at 0.19%
BNP Paribas Securities Corp.	$ 2,116
Barclays Capital, Inc.	8,195
Credit Suisse Securities (USA) LLC	2,150
Deutsche Bank Securities, Inc.	6,884
HSBC Securities (USA), Inc.	8,956
ING Financial Markets LLC	9,833
J.P. Morgan Securities, Inc.	1,490
Mizuho Securities USA, Inc.	1,639
Morgan Stanley & Co., Inc.	1,639
Societe Generale, New York Branch	4,098
	$ 47,000

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 2,861
Fidelity Securities Lending Cash Central Fund	5,701
Total	$ 8,562

Other Information

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $35,247,593 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $10,434,621 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2009 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $934,960 and repurchase agreements of $47,000) - See accompanying schedule: Unaffiliated issuers (cost $114,367,362)	$ 119,363,941
Fidelity Central Funds (cost $2,231,342)	2,231,342
Total Investments (cost $116,598,704)		$ 121,595,283
Cash		721
Receivable for investments sold		7,906,252
Receivable for fund shares sold		311,010
Dividends receivable		27,243
Distributions receivable from Fidelity Central Funds		902
Prepaid expenses		405
Total assets		129,841,816

Liabilities
Payable for investments purchased	$ 8,529,055
Payable for fund shares redeemed	84,601
Accrued management fee	28,562
Distribution fees payable	3,493
Other affiliated payables	35,135
Other payables and accrued expenses	27,131
Collateral on securities loaned, at value	954,250
Total liabilities		9,662,227

Net Assets		$ 120,179,589
Net Assets consist of:
Paid in capital		$ 166,714,931
Undistributed net investment income		197,669
Accumulated undistributed net realized gain (loss) on investments		(51,729,590)
Net unrealized appreciation (depreciation) on investments		4,996,579
Net Assets		$ 120,179,589

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

Semiannual Report

Statement of Assets and Liabilities - continued

	July 31, 2009 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($3,169,819 ÷ 433,551 shares)		$ 7.31

Maximum offering price per share (100/94.25 of $7.31)		$ 7.76
Class T: Net Asset Value and redemption price per share ($1,284,816 ÷ 176,359 shares)		$ 7.29

Maximum offering price per share (100/96.50 of $7.29)		$ 7.55
Class B: Net Asset Value and offering price per share ($1,335,056 ÷ 184,050 shares)^A		$ 7.25

Class C: Net Asset Value and offering price per share ($1,775,232 ÷ 246,232 shares)^A		$ 7.21

Large Cap Growth: Net Asset Value, offering price and redemption price per share ($112,552,002 ÷ 15,293,538 shares)		$ 7.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($62,664 ÷ 8,481 shares)		$ 7.39

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended July 31, 2009 (Unaudited)

Investment Income
Dividends		$ 628,061
Interest		2
Income from Fidelity Central Funds		8,562
Total income		636,625

Expenses
Management fee Basic fee	$ 284,553
Performance adjustment	(145,206)
Transfer agent fees	174,378
Distribution fees	18,205
Accounting and security lending fees	19,768
Custodian fees and expenses	8,322
Independent trustees' compensation	385
Registration fees	52,645
Audit	24,771
Legal	220
Miscellaneous	915
Total expenses		438,956
Net investment income (loss)		197,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		(3,446,941)
Change in net unrealized appreciation (depreciation) on investment securities		22,294,665
Net gain (loss)		18,847,724
Net increase (decrease) in net assets resulting from operations		$ 19,045,393

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended July 31, 2009 (Unaudited)	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 197,669	$ 552,980
Net realized gain (loss)	(3,446,941)	(39,614,848)
Change in net unrealized appreciation (depreciation)	22,294,665	(12,538,618)
Net increase (decrease) in net assets resulting from operations	19,045,393	(51,600,486)
Distributions to shareholders from net investment income	-	(628,444)
Share transactions - net increase (decrease)	10,289,253	(9,063,301)
Total increase (decrease) in net assets	29,334,646	(61,292,231)

Net Assets
Beginning of period	90,844,943	152,137,174
End of period (including undistributed net investment income of $197,669 and undistributed net investment income of $0, respectively)	$ 120,179,589	$ 90,844,943

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

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.12	$ 9.85	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	.01	.02	(.03)
Net realized and unrealized gain (loss)	1.18	(3.71)	(.72)
Total from investment operations	1.19	(3.69)	(.75)
Distributions from net investment income	-	(.04)	-
Distributions from net realized gain	-	-	(1.25)
Total distributions	-	(.04)	(1.25)
Net asset value, end of period	$ 7.31	$ 6.12	$ 9.85
Total Return^{B, C}	19.44%	(37.49)%	(6.99)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.09%^A	1.01%	1.20%^A
Expenses net of fee waivers, if any	1.09%^A	1.01%	1.20%^A
Expenses net of all reductions	1.09%^A	1.01%	1.20%^A
Net investment income (loss)	.17%^A	.20%	(.29)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,170	$ 2,159	$ 1,302
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.11	$ 9.85	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	-^I	(.01)	(.06)
Net realized and unrealized gain (loss)	1.18	(3.70)	(.69)
Total from investment operations	1.18	(3.71)	(.75)
Distributions from net investment income	-	(.03)	-
Distributions from net realized gain	-	-	(1.25)
Total distributions	-	(.03)	(1.25)
Net asset value, end of period	$ 7.29	$ 6.11	$ 9.85
Total Return^{B, C}	19.31%	(37.71)%	(7.05)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.40%^A	1.31%	1.47%^A
Expenses net of fee waivers, if any	1.40%^A	1.31%	1.47%^A
Expenses net of all reductions	1.40%^A	1.31%	1.47%^A
Net investment income (loss)	(.14)%^A	(.10)%	(.56)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,285	$ 820	$ 1,097
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.09	$ 9.83	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.05)	(.12)
Net realized and unrealized gain (loss)	1.18	(3.69)	(.70)
Total from investment operations	1.16	(3.74)	(.82)
Distributions from net investment income	-	-^I	-
Distributions from net realized gain	-	-	(1.20)
Total distributions	-	-^I	(1.20)
Net asset value, end of period	$ 7.25	$ 6.09	$ 9.83
Total Return^{B, C}	19.05%	(38.01)%	(7.62)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.83%^A	1.76%	1.99%^A
Expenses net of fee waivers, if any	1.83%^A	1.76%	1.99%^A
Expenses net of all reductions	1.83%^A	1.76%	1.99%^A
Net investment income (loss)	(.57)%^A	(.56)%	(1.07)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,335	$ 815	$ 543
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.06	$ 9.82	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.04)	(.11)
Net realized and unrealized gain (loss)	1.17	(3.69)	(.70)
Total from investment operations	1.15	(3.73)	(.81)
Distributions from net investment income	-	(.03)	-
Distributions from net realized gain	-	-	(1.22)
Total distributions	-	(.03)	(1.22)
Net asset value, end of period	$ 7.21	$ 6.06	$ 9.82
Total Return^{B, C}	18.98%	(37.98)%	(7.54)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.82%^A	1.77%	1.96%^A
Expenses net of fee waivers, if any	1.82%^A	1.77%	1.96%^A
Expenses net of all reductions	1.82%^A	1.77%	1.96%^A
Net investment income (loss)	(.57)%^A	(.57)%	(1.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,775	$ 1,441	$ 945
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Large Cap Growth

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 6.15	$ 9.89	$ 11.92	$ 11.82	$ 10.17	$ 9.21
Income from Investment Operations
Net investment income (loss)^D	.01	.04	(.01)	-^K	.02^G	(.01)^H
Net realized and unrealized gain (loss)	1.20	(3.73)	(.77)	.37	1.87	.97
Total from investment operations	1.21	(3.69)	(.78)	.37	1.89	.96
Distributions from net investment income	-	(.05)	-	(.01)	-	-
Distributions from net realized gain	-	-	(1.25)	(.26)	(.24)	-
Total distributions	-	(.05)	(1.25)	(.27)	(.24)	-
Redemption fees added to paid in capital^D	-	-	-	-^{J, K}	-^K	-^K
Net asset value, end of period	$ 7.36	$ 6.15	$ 9.89	$ 11.92	$ 11.82	$ 10.17
Total Return^{B, C}	19.67%	(37.36)%	(7.26)%	3.20%	18.66%	10.42%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.83%^A	.75%	1.03%	1.10%	1.12%	1.30%
Expenses net of fee waivers, if any	.83%^A	.74%	.99%	1.00%	1.00%	1.20%
Expenses net of all reductions	.83%^A	.74%	.98%	.99%	.94%	1.13%
Net investment income (loss)	.43%^A	.47%	(.07)%	.02%	.15%^G	(.07)%^H
Supplemental Data
Net assets, end of period (000 omitted)	$ 112,552	$ 85,332	$ 147,864	$ 183,515	$ 157,513	$ 49,453
Portfolio turnover rate^F	381%^A	355%	428%	189%	268%	274%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^J The redemption fee was eliminated during the year ended January 31, 2007.

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^F
Selected Per-Share Data
Net asset value, beginning of period	$ 6.18	$ 9.88	$ 11.85
Income from Investment Operations
Net investment income (loss)^C	.02	.04	-^H
Net realized and unrealized gain (loss)	1.19	(3.72)	(.70)
Total from investment operations	1.21	(3.68)	(.70)
Distributions from net investment income	-	(.02)	-
Distributions from net realized gain	-	-	(1.27)
Total distributions	-	(.02)	(1.27)
Net asset value, end of period	$ 7.39	$ 6.18	$ 9.88
Total Return^B	19.58%	(37.29)%	(6.64)%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.77%^A	.68%	.88%^A
Expenses net of fee waivers, if any	.77%^A	.68%	.88%^A
Expenses net of all reductions	.77%^A	.68%	.88%^A
Net investment income (loss)	.49%^A	.52%	.03%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 63	$ 277	$ 386
Portfolio turnover rate^E	381%^A	355%	428%

^A Annualized

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

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

^E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^F For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of July 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 8,619,328
Unrealized depreciation	(4,757,722)
Net unrealized appreciation (depreciation)	$ 3,861,606

Cost for federal income tax purposes	$ 117,733,677

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $201,461,592 and $190,807,054, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 3,130	$ 123
Class T	.25%	.25%	2,416	26
Class B	.75%	.25%	5,243	3,938
Class C	.75%	.25%	7,416	2,977
			$ 18,205	$ 7,064

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 3,378
Class T	672
Class B*	1,498
Class C*	155
	$ 5,703

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 4,453	.35
Class T	2,025	.42
Class B	1,831	.35
Class C	2,538	.34
Large Cap Growth	163,283	.34
Institutional Class	248	.28
	$ 174,378

* Annualized

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $332 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009	Year ended January 31, 2009
From net investment income
Class A	$ -	$ 9,774
Class T	-	2,782
Class B	-	466
Class C	-	8,869
Large Cap Growth	-	606,381
Institutional Class	-	172
Total	$ -	$ 628,444

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009	Year ended January 31, 2009	Six months ended July 31, 2009	Year ended January 31, 2009
Class A
Shares sold	166,243	414,086	$ 1,055,579	$ 3,162,715
Reinvestment of distributions	-	1,520	-	9,529
Shares redeemed	(85,482)	(194,988)	(546,711)	(1,396,004)
Net increase (decrease)	80,761	220,618	$ 508,868	$ 1,776,240
Class T
Shares sold	55,003	113,152	$ 356,606	$ 859,518
Reinvestment of distributions	-	433	-	2,713
Shares redeemed	(12,870)	(90,807)	(81,020)	(834,766)
Net increase (decrease)	42,133	22,778	$ 275,586	$ 27,465
Class B
Shares sold	69,959	104,839	$ 427,270	$ 787,932
Reinvestment of distributions	-	70	-	441
Shares redeemed	(19,697)	(26,358)	(121,876)	(226,449)
Net increase (decrease)	50,262	78,551	$ 305,394	$ 561,924
Class C
Shares sold	90,860	337,839	$ 589,032	$ 2,280,306
Reinvestment of distributions	-	776	-	4,819
Shares redeemed	(82,573)	(196,903)	(527,175)	(1,364,771)
Net increase (decrease)	8,287	141,712	$ 61,857	$ 920,354
Large Cap Growth
Shares sold	4,385,326	5,900,959	$ 28,340,811	$ 48,153,094
Reinvestment of distributions	-	94,678	-	596,470
Shares redeemed	(2,961,476)	(7,073,256)	(18,972,276)	(61,097,033)
Net increase (decrease)	1,423,850	(1,077,619)	$ 9,368,535	$ (12,347,469)
Institutional Class
Shares sold	558	45,727	$ 3,354	$ 332,736
Reinvestment of distributions	-	19	-	119
Shares redeemed	(36,996)	(39,895)	(234,341)	(334,670)
Net increase (decrease)	(36,438)	5,851	$ (230,987)	$ (1,815)

Semiannual Report

11. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Large Cap Growth Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, as available, the cumulative total returns of Fidelity Large Cap Growth (retail class) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Fidelity Large Cap Growth (retail class) and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Semiannual Report

Fidelity Large Cap Growth Fund

fid134

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Large Cap Growth (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity Large Cap Growth Fund

fid136

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

ALCG-USAN-0909
1.900743.100

fid138

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor
Large Cap Growth
Fund - Institutional Class

Semiannual Report

July 31, 2009

Institutional Class is a class of
Fidelity® Large Cap Growth Fund

(2_fidelity_logos) (Registered_Trademark)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2009 to July 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2009	Ending Account Value July 31, 2009	Expenses Paid During Period* February 1, 2009 to July 31, 2009
Class A	1.09%
Actual		$ 1,000.00	$ 1,194.40	$ 5.93
Hypothetical^A		$ 1,000.00	$ 1,019.39	$ 5.46
Class T	1.40%
Actual		$ 1,000.00	$ 1,193.10	$ 7.61
Hypothetical^A		$ 1,000.00	$ 1,017.85	$ 7.00
Class B	1.83%
Actual		$ 1,000.00	$ 1,190.50	$ 9.94
Hypothetical^A		$ 1,000.00	$ 1,015.72	$ 9.15
Class C	1.82%
Actual		$ 1,000.00	$ 1,189.80	$ 9.88
Hypothetical^A		$ 1,000.00	$ 1,015.77	$ 9.10
Large Cap Growth	.83%
Actual		$ 1,000.00	$ 1,196.70	$ 4.52
Hypothetical^A		$ 1,000.00	$ 1,020.68	$ 4.16
Institutional Class	.77%
Actual		$ 1,000.00	$ 1,195.80	$ 4.19
Hypothetical^A		$ 1,000.00	$ 1,020.98	$ 3.86

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Cisco Systems, Inc.	5.0	4.6
International Business Machines Corp.	5.0	5.1
Wal-Mart Stores, Inc.	4.9	3.7
Apple, Inc.	4.6	1.0
Johnson & Johnson	3.8	0.0
Walgreen Co.	3.6	0.0
Medco Health Solutions, Inc.	3.4	0.0
Accenture Ltd. Class A	3.4	3.3
Amgen, Inc.	3.3	0.7
Kroger Co.	3.1	2.8
	40.1
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	32.2	28.2
Health Care	17.2	16.8
Consumer Staples	15.6	13.1
Industrials	10.4	13.1
Consumer Discretionary	10.3	9.7

Asset Allocation (% of fund's net assets)
As of July 31, 2009 *			As of January 31, 2009 **
	Stocks 99.3%			Stocks 98.9%
	Short-Term Investments and Net Other Assets 0.7%			Short-Term Investments and Net Other Assets 1.1%
* Foreign investments		5.4%	** Foreign investments		6.0%

fid151

Semiannual Report

Investments July 31, 2009 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value
CONSUMER DISCRETIONARY - 10.3%
Diversified Consumer Services - 3.1%
Apollo Group, Inc. Class A (non-vtg.) (a)	48,600		$ 3,355,344
Career Education Corp. (a)	15,300		350,676
			3,706,020
Household Durables - 2.0%
Leggett & Platt, Inc.	21,700		376,495
NVR, Inc. (a)	3,500		2,104,025
			2,480,520
Multiline Retail - 1.8%
Family Dollar Stores, Inc.	67,800		2,130,276
Specialty Retail - 3.4%
AutoNation, Inc. (a)(d)	35,400		732,072
AutoZone, Inc. (a)	3,800		583,566
Bed Bath & Beyond, Inc. (a)	21,000		729,750
Chico's FAS, Inc. (a)	44,500		510,415
Foot Locker, Inc.	66,600		737,928
Home Depot, Inc.	11,500		298,310
RadioShack Corp.	33,600		521,136
			4,113,177
TOTAL CONSUMER DISCRETIONARY			12,429,993
CONSUMER STAPLES - 15.6%
Food & Staples Retailing - 11.9%
BJ's Wholesale Club, Inc. (a)	10,000		333,500
Kroger Co.	173,700		3,713,706
Wal-Mart Stores, Inc.	119,500		5,960,660
Walgreen Co.	138,200		4,291,110
			14,298,976
Food Products - 2.4%
Archer Daniels Midland Co.	95,000		2,861,400
Household Products - 1.3%
Kimberly-Clark Corp.	28,100		1,642,445
TOTAL CONSUMER STAPLES			18,802,821
ENERGY - 4.6%
Energy Equipment & Services - 2.4%
Exterran Holdings, Inc. (a)	37,100		645,169
Helix Energy Solutions Group, Inc. (a)	57,700		605,273
Common Stocks - continued
	Shares		Value
ENERGY - continued
Energy Equipment & Services - continued
Nabors Industries Ltd. (a)	47,500		$ 808,450
Rowan Companies, Inc.	36,000		767,880
			2,826,772
Oil, Gas & Consumable Fuels - 2.2%
Chesapeake Energy Corp.	18,200		390,208
Exxon Mobil Corp.	14,200		999,538
Forest Oil Corp. (a)	32,600		549,310
Mariner Energy, Inc. (a)	63,000		755,370
			2,694,426
TOTAL ENERGY			5,521,198
FINANCIALS - 4.5%
Capital Markets - 1.7%
TD Ameritrade Holding Corp. (a)	110,300		2,044,962
Diversified Financial Services - 1.3%
IntercontinentalExchange, Inc. (a)	16,800		1,580,208
Insurance - 1.5%
Axis Capital Holdings Ltd.	10,600		301,676
Brown & Brown, Inc.	15,200		291,536
Validus Holdings Ltd.	12,900		292,830
W.R. Berkley Corp.	36,900		857,187
			1,743,229
TOTAL FINANCIALS			5,368,399
HEALTH CARE - 17.2%
Biotechnology - 6.6%
Amgen, Inc. (a)	63,300		3,944,223
Biogen Idec, Inc. (a)	53,400		2,539,170
Gilead Sciences, Inc. (a)	29,400		1,438,542
			7,921,935
Health Care Providers & Services - 6.8%
Express Scripts, Inc. (a)	34,600		2,423,384
Medco Health Solutions, Inc. (a)	77,800		4,112,508
Quest Diagnostics, Inc.	30,900		1,687,758
			8,223,650
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 3.8%
Johnson & Johnson	73,900		$ 4,499,771
TOTAL HEALTH CARE			20,645,356
INDUSTRIALS - 10.4%
Aerospace & Defense - 6.8%
Lockheed Martin Corp.	46,000		3,438,960
Northrop Grumman Corp.	27,900		1,243,782
Raytheon Co.	73,400		3,446,130
			8,128,872
Commercial Services & Supplies - 0.9%
R.R. Donnelley & Sons Co.	31,900		443,410
The Brink's Co.	22,700		616,305
			1,059,715
Construction & Engineering - 0.9%
Jacobs Engineering Group, Inc. (a)	26,800		1,098,264
Machinery - 0.5%
Navistar International Corp. (a)	13,400		529,836
Professional Services - 1.1%
Dun & Bradstreet Corp.	18,600		1,339,014
Trading Companies & Distributors - 0.2%
WESCO International, Inc. (a)	11,700		288,873
TOTAL INDUSTRIALS			12,444,574
INFORMATION TECHNOLOGY - 32.2%
Communications Equipment - 5.0%
Cisco Systems, Inc. (a)	273,400		6,017,534
Computers & Peripherals - 10.3%
Apple, Inc. (a)	33,700		5,506,243
International Business Machines Corp.	50,600		5,967,258
NCR Corp. (a)	66,700		863,098
			12,336,599
Electronic Equipment & Components - 2.3%
Arrow Electronics, Inc. (a)	38,200		984,414
Avnet, Inc. (a)	48,500		1,183,400
Vishay Intertechnology, Inc. (a)	78,400		557,424
			2,725,238
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.4%
Google, Inc. Class A (a)	3,900		$ 1,727,895
IT Services - 11.3%
Accenture Ltd. Class A	115,200		4,040,064
Affiliated Computer Services, Inc. Class A (a)	71,600		3,394,556
Broadridge Financial Solutions, Inc.	55,100		951,577
Fidelity National Information Services, Inc.	86,000		2,014,120
Genpact Ltd. (a)	118,900		1,666,978
NeuStar, Inc. Class A (a)	66,100		1,499,148
			13,566,443
Software - 1.9%
Oracle Corp.	74,800		1,655,324
Red Hat, Inc. (a)	26,800		611,844
			2,267,168
TOTAL INFORMATION TECHNOLOGY			38,640,877
MATERIALS - 3.8%
Chemicals - 1.8%
Air Products & Chemicals, Inc.	3,900		290,940
E.I. du Pont de Nemours & Co.	10,400		321,672
Intrepid Potash, Inc. (a)	12,000		303,120
Monsanto Co.	3,700		310,800
Praxair, Inc.	4,000		312,720
The Mosaic Co.	5,600		292,040
Valhi, Inc.	23,400		307,242
			2,138,534
Metals & Mining - 2.0%
Alcoa, Inc.	26,600		312,816
Allegheny Technologies, Inc.	11,000		297,880
Cliffs Natural Resources, Inc.	11,200		306,768
Freeport-McMoRan Copper & Gold, Inc.	5,200		313,560
Newmont Mining Corp.	7,700		318,395
Nucor Corp.	6,800		302,396
Southern Copper Corp. (d)	12,500		322,000
United States Steel Corp.	7,400		294,150
			2,467,965
TOTAL MATERIALS			4,606,499
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 0.2%
Wireless Telecommunication Services - 0.2%
American Tower Corp. Class A (a)	8,700		$ 296,583
UTILITIES - 0.5%
Electric Utilities - 0.3%
Exelon Corp.	5,600		284,816
Multi-Utilities - 0.2%
Public Service Enterprise Group, Inc.	8,500		275,825
TOTAL UTILITIES			560,641
TOTAL COMMON STOCKS (Cost $114,320,362)		119,316,941
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.37% (b)	1,277,092		1,277,092
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	954,250		954,250
TOTAL MONEY MARKET FUNDS (Cost $2,231,342)		2,231,342
Cash Equivalents - 0.0%
	Maturity Amount
Investments in repurchase agreements in a joint trading account at 0.19%, dated 7/31/09 due 8/3/09 (Collateralized by U.S. Treasury Obligations) # (Cost $47,000)	$ 47,000		47,000
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $116,598,704)		121,595,283
NET OTHER ASSETS - (1.2)%		(1,415,694)
NET ASSETS - 100%		$ 120,179,589

Legend

(a) Non-income producing

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

# Additional information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value
$47,000 due 8/03/09 at 0.19%
BNP Paribas Securities Corp.	$ 2,116
Barclays Capital, Inc.	8,195
Credit Suisse Securities (USA) LLC	2,150
Deutsche Bank Securities, Inc.	6,884
HSBC Securities (USA), Inc.	8,956
ING Financial Markets LLC	9,833
J.P. Morgan Securities, Inc.	1,490
Mizuho Securities USA, Inc.	1,639
Morgan Stanley & Co., Inc.	1,639
Societe Generale, New York Branch	4,098
	$ 47,000

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 2,861
Fidelity Securities Lending Cash Central Fund	5,701
Total	$ 8,562

Other Information

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $35,247,593 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $10,434,621 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2009 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $934,960 and repurchase agreements of $47,000) - See accompanying schedule: Unaffiliated issuers (cost $114,367,362)	$ 119,363,941
Fidelity Central Funds (cost $2,231,342)	2,231,342
Total Investments (cost $116,598,704)		$ 121,595,283
Cash		721
Receivable for investments sold		7,906,252
Receivable for fund shares sold		311,010
Dividends receivable		27,243
Distributions receivable from Fidelity Central Funds		902
Prepaid expenses		405
Total assets		129,841,816

Liabilities
Payable for investments purchased	$ 8,529,055
Payable for fund shares redeemed	84,601
Accrued management fee	28,562
Distribution fees payable	3,493
Other affiliated payables	35,135
Other payables and accrued expenses	27,131
Collateral on securities loaned, at value	954,250
Total liabilities		9,662,227

Net Assets		$ 120,179,589
Net Assets consist of:
Paid in capital		$ 166,714,931
Undistributed net investment income		197,669
Accumulated undistributed net realized gain (loss) on investments		(51,729,590)
Net unrealized appreciation (depreciation) on investments		4,996,579
Net Assets		$ 120,179,589

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

Semiannual Report

Statement of Assets and Liabilities - continued

	July 31, 2009 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($3,169,819 ÷ 433,551 shares)		$ 7.31

Maximum offering price per share (100/94.25 of $7.31)		$ 7.76
Class T: Net Asset Value and redemption price per share ($1,284,816 ÷ 176,359 shares)		$ 7.29

Maximum offering price per share (100/96.50 of $7.29)		$ 7.55
Class B: Net Asset Value and offering price per share ($1,335,056 ÷ 184,050 shares)^A		$ 7.25

Class C: Net Asset Value and offering price per share ($1,775,232 ÷ 246,232 shares)^A		$ 7.21

Large Cap Growth: Net Asset Value, offering price and redemption price per share ($112,552,002 ÷ 15,293,538 shares)		$ 7.36

Institutional Class: Net Asset Value, offering price and redemption price per share ($62,664 ÷ 8,481 shares)		$ 7.39

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Six months ended July 31, 2009 (Unaudited)

Investment Income
Dividends		$ 628,061
Interest		2
Income from Fidelity Central Funds		8,562
Total income		636,625

Expenses
Management fee Basic fee	$ 284,553
Performance adjustment	(145,206)
Transfer agent fees	174,378
Distribution fees	18,205
Accounting and security lending fees	19,768
Custodian fees and expenses	8,322
Independent trustees' compensation	385
Registration fees	52,645
Audit	24,771
Legal	220
Miscellaneous	915
Total expenses		438,956
Net investment income (loss)		197,669
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		(3,446,941)
Change in net unrealized appreciation (depreciation) on investment securities		22,294,665
Net gain (loss)		18,847,724
Net increase (decrease) in net assets resulting from operations		$ 19,045,393

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended July 31, 2009 (Unaudited)	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 197,669	$ 552,980
Net realized gain (loss)	(3,446,941)	(39,614,848)
Change in net unrealized appreciation (depreciation)	22,294,665	(12,538,618)
Net increase (decrease) in net assets resulting from operations	19,045,393	(51,600,486)
Distributions to shareholders from net investment income	-	(628,444)
Share transactions - net increase (decrease)	10,289,253	(9,063,301)
Total increase (decrease) in net assets	29,334,646	(61,292,231)

Net Assets
Beginning of period	90,844,943	152,137,174
End of period (including undistributed net investment income of $197,669 and undistributed net investment income of $0, respectively)	$ 120,179,589	$ 90,844,943

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

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.12	$ 9.85	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	.01	.02	(.03)
Net realized and unrealized gain (loss)	1.18	(3.71)	(.72)
Total from investment operations	1.19	(3.69)	(.75)
Distributions from net investment income	-	(.04)	-
Distributions from net realized gain	-	-	(1.25)
Total distributions	-	(.04)	(1.25)
Net asset value, end of period	$ 7.31	$ 6.12	$ 9.85
Total Return^{B, C}	19.44%	(37.49)%	(6.99)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.09%^A	1.01%	1.20%^A
Expenses net of fee waivers, if any	1.09%^A	1.01%	1.20%^A
Expenses net of all reductions	1.09%^A	1.01%	1.20%^A
Net investment income (loss)	.17%^A	.20%	(.29)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,170	$ 2,159	$ 1,302
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.11	$ 9.85	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	-^I	(.01)	(.06)
Net realized and unrealized gain (loss)	1.18	(3.70)	(.69)
Total from investment operations	1.18	(3.71)	(.75)
Distributions from net investment income	-	(.03)	-
Distributions from net realized gain	-	-	(1.25)
Total distributions	-	(.03)	(1.25)
Net asset value, end of period	$ 7.29	$ 6.11	$ 9.85
Total Return^{B, C}	19.31%	(37.71)%	(7.05)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.40%^A	1.31%	1.47%^A
Expenses net of fee waivers, if any	1.40%^A	1.31%	1.47%^A
Expenses net of all reductions	1.40%^A	1.31%	1.47%^A
Net investment income (loss)	(.14)%^A	(.10)%	(.56)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,285	$ 820	$ 1,097
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.09	$ 9.83	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.05)	(.12)
Net realized and unrealized gain (loss)	1.18	(3.69)	(.70)
Total from investment operations	1.16	(3.74)	(.82)
Distributions from net investment income	-	-^I	-
Distributions from net realized gain	-	-	(1.20)
Total distributions	-	-^I	(1.20)
Net asset value, end of period	$ 7.25	$ 6.09	$ 9.83
Total Return^{B, C}	19.05%	(38.01)%	(7.62)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.83%^A	1.76%	1.99%^A
Expenses net of fee waivers, if any	1.83%^A	1.76%	1.99%^A
Expenses net of all reductions	1.83%^A	1.76%	1.99%^A
Net investment income (loss)	(.57)%^A	(.56)%	(1.07)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,335	$ 815	$ 543
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 6.06	$ 9.82	$ 11.85
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.04)	(.11)
Net realized and unrealized gain (loss)	1.17	(3.69)	(.70)
Total from investment operations	1.15	(3.73)	(.81)
Distributions from net investment income	-	(.03)	-
Distributions from net realized gain	-	-	(1.22)
Total distributions	-	(.03)	(1.22)
Net asset value, end of period	$ 7.21	$ 6.06	$ 9.82
Total Return^{B, C}	18.98%	(37.98)%	(7.54)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.82%^A	1.77%	1.96%^A
Expenses net of fee waivers, if any	1.82%^A	1.77%	1.96%^A
Expenses net of all reductions	1.82%^A	1.77%	1.96%^A
Net investment income (loss)	(.57)%^A	(.57)%	(1.05)%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,775	$ 1,441	$ 945
Portfolio turnover rate^F	381%^A	355%	428%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Large Cap Growth

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 6.15	$ 9.89	$ 11.92	$ 11.82	$ 10.17	$ 9.21
Income from Investment Operations
Net investment income (loss)^D	.01	.04	(.01)	-^K	.02^G	(.01)^H
Net realized and unrealized gain (loss)	1.20	(3.73)	(.77)	.37	1.87	.97
Total from investment operations	1.21	(3.69)	(.78)	.37	1.89	.96
Distributions from net investment income	-	(.05)	-	(.01)	-	-
Distributions from net realized gain	-	-	(1.25)	(.26)	(.24)	-
Total distributions	-	(.05)	(1.25)	(.27)	(.24)	-
Redemption fees added to paid in capital^D	-	-	-	-^{J, K}	-^K	-^K
Net asset value, end of period	$ 7.36	$ 6.15	$ 9.89	$ 11.92	$ 11.82	$ 10.17
Total Return^{B, C}	19.67%	(37.36)%	(7.26)%	3.20%	18.66%	10.42%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.83%^A	.75%	1.03%	1.10%	1.12%	1.30%
Expenses net of fee waivers, if any	.83%^A	.74%	.99%	1.00%	1.00%	1.20%
Expenses net of all reductions	.83%^A	.74%	.98%	.99%	.94%	1.13%
Net investment income (loss)	.43%^A	.47%	(.07)%	.02%	.15%^G	(.07)%^H
Supplemental Data
Net assets, end of period (000 omitted)	$ 112,552	$ 85,332	$ 147,864	$ 183,515	$ 157,513	$ 49,453
Portfolio turnover rate^F	381%^A	355%	428%	189%	268%	274%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^J The redemption fee was eliminated during the year ended January 31, 2007.

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^F
Selected Per-Share Data
Net asset value, beginning of period	$ 6.18	$ 9.88	$ 11.85
Income from Investment Operations
Net investment income (loss)^C	.02	.04	-^H
Net realized and unrealized gain (loss)	1.19	(3.72)	(.70)
Total from investment operations	1.21	(3.68)	(.70)
Distributions from net investment income	-	(.02)	-
Distributions from net realized gain	-	-	(1.27)
Total distributions	-	(.02)	(1.27)
Net asset value, end of period	$ 7.39	$ 6.18	$ 9.88
Total Return^B	19.58%	(37.29)%	(6.64)%
Ratios to Average Net Assets^{D, G}
Expenses before reductions	.77%^A	.68%	.88%^A
Expenses net of fee waivers, if any	.77%^A	.68%	.88%^A
Expenses net of all reductions	.77%^A	.68%	.88%^A
Net investment income (loss)	.49%^A	.52%	.03%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 63	$ 277	$ 386
Portfolio turnover rate^E	381%^A	355%	428%

^A Annualized

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

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

^E Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^F For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009 (Unaudited)

1. Organization.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of July 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 8,619,328
Unrealized depreciation	(4,757,722)
Net unrealized appreciation (depreciation)	$ 3,861,606

Cost for federal income tax purposes	$ 117,733,677

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $201,461,592 and $190,807,054, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 3,130	$ 123
Class T	.25%	.25%	2,416	26
Class B	.75%	.25%	5,243	3,938
Class C	.75%	.25%	7,416	2,977
			$ 18,205	$ 7,064

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 3,378
Class T	672
Class B*	1,498
Class C*	155
	$ 5,703

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 4,453	.35
Class T	2,025	.42
Class B	1,831	.35
Class C	2,538	.34
Large Cap Growth	163,283	.34
Institutional Class	248	.28
	$ 174,378

* Annualized

7. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $332 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009	Year ended January 31, 2009
From net investment income
Class A	$ -	$ 9,774
Class T	-	2,782
Class B	-	466
Class C	-	8,869
Large Cap Growth	-	606,381
Institutional Class	-	172
Total	$ -	$ 628,444

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009	Year ended January 31, 2009	Six months ended July 31, 2009	Year ended January 31, 2009
Class A
Shares sold	166,243	414,086	$ 1,055,579	$ 3,162,715
Reinvestment of distributions	-	1,520	-	9,529
Shares redeemed	(85,482)	(194,988)	(546,711)	(1,396,004)
Net increase (decrease)	80,761	220,618	$ 508,868	$ 1,776,240
Class T
Shares sold	55,003	113,152	$ 356,606	$ 859,518
Reinvestment of distributions	-	433	-	2,713
Shares redeemed	(12,870)	(90,807)	(81,020)	(834,766)
Net increase (decrease)	42,133	22,778	$ 275,586	$ 27,465
Class B
Shares sold	69,959	104,839	$ 427,270	$ 787,932
Reinvestment of distributions	-	70	-	441
Shares redeemed	(19,697)	(26,358)	(121,876)	(226,449)
Net increase (decrease)	50,262	78,551	$ 305,394	$ 561,924
Class C
Shares sold	90,860	337,839	$ 589,032	$ 2,280,306
Reinvestment of distributions	-	776	-	4,819
Shares redeemed	(82,573)	(196,903)	(527,175)	(1,364,771)
Net increase (decrease)	8,287	141,712	$ 61,857	$ 920,354
Large Cap Growth
Shares sold	4,385,326	5,900,959	$ 28,340,811	$ 48,153,094
Reinvestment of distributions	-	94,678	-	596,470
Shares redeemed	(2,961,476)	(7,073,256)	(18,972,276)	(61,097,033)
Net increase (decrease)	1,423,850	(1,077,619)	$ 9,368,535	$ (12,347,469)
Institutional Class
Shares sold	558	45,727	$ 3,354	$ 332,736
Reinvestment of distributions	-	19	-	119
Shares redeemed	(36,996)	(39,895)	(234,341)	(334,670)
Net increase (decrease)	(36,438)	5,851	$ (230,987)	$ (1,815)

Semiannual Report

11. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Large Cap Growth Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, as available, the cumulative total returns of Fidelity Large Cap Growth (retail class) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Fidelity Large Cap Growth (retail class) and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Semiannual Report

Fidelity Large Cap Growth Fund

fid153

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Large Cap Growth (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity Large Cap Growth Fund

fid155

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

ALCGI-USAN-0909
1.900738.100

fid138

Fidelity®
Large Cap Value
Fund

Semiannual Report

July 31, 2009

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2009 to July 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2009	Ending Account Value July 31, 2009	Expenses Paid During Period* February 1, 2009 to July 31, 2009
Class A	1.14%
Actual		$ 1,000.00	$ 1,152.80	$ 6.09
Hypothetical^A		$ 1,000.00	$ 1,019.14	$ 5.71
Class T	1.44%
Actual		$ 1,000.00	$ 1,149.70	$ 7.68
Hypothetical^A		$ 1,000.00	$ 1,017.65	$ 7.20
Class B	1.98%
Actual		$ 1,000.00	$ 1,148.30	$ 10.55
Hypothetical^A		$ 1,000.00	$ 1,014.98	$ 9.89
Class C	1.89%
Actual		$ 1,000.00	$ 1,148.70	$ 10.07
Hypothetical^A		$ 1,000.00	$ 1,015.42	$ 9.44
Large Cap Value	.87%
Actual		$ 1,000.00	$ 1,153.80	$ 4.65
Hypothetical^A		$ 1,000.00	$ 1,020.48	$ 4.36
Institutional Class	.86%
Actual		$ 1,000.00	$ 1,154.20	$ 4.59
Hypothetical^A		$ 1,000.00	$ 1,020.53	$ 4.31

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	4.6	7.1
JPMorgan Chase & Co.	4.0	2.4
Chevron Corp.	4.0	4.0
Bank of America Corp.	3.3	1.1
Pfizer, Inc.	3.2	3.4
Goldman Sachs Group, Inc.	2.6	1.1
AT&T, Inc.	2.5	3.2
General Electric Co.	2.2	2.1
Morgan Stanley	1.6	0.8
Merck & Co., Inc.	1.6	0.0
	29.6
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.5	19.7
Energy	19.5	19.1
Industrials	10.6	8.6
Health Care	9.8	14.3
Consumer Discretionary	9.0	8.2

Asset Allocation (% of fund's net assets)
As of July 31, 2009 *			As of January 31, 2009 **
	Stocks 100.0%			Stocks 99.3%
	Short-Term Investments and Net Other Assets^† 0.0%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		5.8%	** Foreign investments		3.2%

fid169

^†Amount represents less than 0.1%.

Semiannual Report

Investments July 31, 2009 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 100.0%
	Shares		Value
CONSUMER DISCRETIONARY - 9.0%
Hotels, Restaurants & Leisure - 1.5%
Brinker International, Inc.	292,200		$ 4,862,208
Darden Restaurants, Inc.	145,900		4,725,701
Wyndham Worldwide Corp.	419,400		5,850,630
			15,438,539
Household Durables - 0.8%
Whirlpool Corp.	137,900		7,872,711
Media - 3.0%
Comcast Corp. Class A (special) (non-vtg.)	889,000		12,437,110
Time Warner Cable, Inc.	227,600		7,524,456
Viacom, Inc. Class B (non-vtg.) (a)	433,200		10,032,912
			29,994,478
Multiline Retail - 0.8%
Macy's, Inc.	565,600		7,867,496
Specialty Retail - 2.4%
Aeropostale, Inc. (a)	139,400		5,074,160
AutoNation, Inc. (a)(d)	298,900		6,181,252
AutoZone, Inc. (a)	31,400		4,822,098
Best Buy Co., Inc.	203,100		7,589,847
			23,667,357
Textiles, Apparel & Luxury Goods - 0.5%
Polo Ralph Lauren Corp. Class A	88,300		5,567,315
TOTAL CONSUMER DISCRETIONARY			90,407,896
CONSUMER STAPLES - 5.8%
Beverages - 1.7%
Coca-Cola Enterprises, Inc.	285,000		5,355,150
Molson Coors Brewing Co. Class B	137,900		6,234,459
Pepsi Bottling Group, Inc.	142,300		4,831,085
			16,420,694
Food Products - 2.8%
Archer Daniels Midland Co.	228,300		6,876,396
Bunge Ltd. (d)	100,400		7,024,988
Kraft Foods, Inc. Class A	313,500		8,884,590
Tyson Foods, Inc. Class A	442,100		5,053,203
			27,839,177
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Household Products - 0.8%
Energizer Holdings, Inc. (a)	89,400		$ 5,726,964
Procter & Gamble Co.	46,900		2,603,419
			8,330,383
Tobacco - 0.5%
Lorillard, Inc.	70,600		5,204,632
TOTAL CONSUMER STAPLES			57,794,886
ENERGY - 19.5%
Energy Equipment & Services - 4.4%
Atwood Oceanics, Inc. (a)	193,500		5,580,540
ENSCO International, Inc.	157,300		5,960,097
National Oilwell Varco, Inc. (a)	375,400		13,491,876
Pride International, Inc. (a)	351,400		8,809,598
Transocean Ltd. (a)	125,900		10,032,971
			43,875,082
Oil, Gas & Consumable Fuels - 15.1%
Chesapeake Energy Corp.	378,000		8,104,320
Chevron Corp.	571,900		39,729,893
ConocoPhillips	89,100		3,894,561
Exxon Mobil Corp.	657,300		46,267,348
Foundation Coal Holdings, Inc.	97,700		3,510,361
Marathon Oil Corp.	464,900		14,993,025
Occidental Petroleum Corp.	173,900		12,406,026
Sunoco, Inc.	331,600		8,187,204
Tesoro Corp.	341,200		4,466,308
Valero Energy Corp.	533,300		9,599,400
			151,158,446
TOTAL ENERGY			195,033,528
FINANCIALS - 22.5%
Capital Markets - 5.5%
BlackRock, Inc. Class A	30,000		5,716,200
Goldman Sachs Group, Inc.	160,200		26,160,660
Invesco Ltd.	343,200		6,778,200
Morgan Stanley	557,500		15,888,750
			54,543,810
Commercial Banks - 2.6%
Comerica, Inc.	244,400		5,826,496
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
SunTrust Banks, Inc.	350,600		$ 6,836,700
Wells Fargo & Co.	544,500		13,318,470
			25,981,666
Consumer Finance - 2.0%
American Express Co.	350,100		9,918,333
Capital One Financial Corp.	331,700		10,183,190
			20,101,523
Diversified Financial Services - 7.3%
Bank of America Corp.	2,217,100		32,790,909
JPMorgan Chase & Co.	1,049,700		40,570,905
			73,361,814
Insurance - 5.1%
Axis Capital Holdings Ltd.	204,594		5,822,745
MetLife, Inc.	278,800		9,465,260
RenaissanceRe Holdings Ltd.	116,800		5,869,200
The Travelers Companies, Inc.	355,500		15,311,385
Unum Group	510,400		9,580,208
Validus Holdings Ltd.	220,300		5,000,810
			51,049,608
TOTAL FINANCIALS			225,038,421
HEALTH CARE - 9.8%
Health Care Equipment & Supplies - 0.4%
Cooper Companies, Inc.	156,400		4,291,616
Health Care Providers & Services - 2.2%
CIGNA Corp.	242,700		6,892,680
Community Health Systems, Inc. (a)	184,500		5,225,040
Health Management Associates, Inc. Class A (a)	809,800		4,883,094
Humana, Inc. (a)	156,600		5,144,310
			22,145,124
Pharmaceuticals - 7.2%
Johnson & Johnson	213,400		12,993,926
Merck & Co., Inc.	528,600		15,863,286
Mylan, Inc. (a)(d)	382,400		5,043,856
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	2,029,200		$ 32,325,156
Watson Pharmaceuticals, Inc. (a)	160,500		5,574,165
			71,800,389
TOTAL HEALTH CARE			98,237,129
INDUSTRIALS - 10.6%
Aerospace & Defense - 3.8%
Goodrich Corp.	141,000		7,241,760
Honeywell International, Inc.	285,400		9,903,380
Northrop Grumman Corp.	165,000		7,355,700
Precision Castparts Corp.	63,900		5,099,859
United Technologies Corp.	148,300		8,077,901
			37,678,600
Electrical Equipment - 1.0%
Cooper Industries Ltd. Class A	182,200		6,003,490
Thomas & Betts Corp. (a)	171,600		4,571,424
			10,574,914
Industrial Conglomerates - 2.2%
General Electric Co.	1,645,100		22,044,340
Machinery - 1.2%
Caterpillar, Inc.	130,100		5,732,206
Oshkosh Co.	231,200		6,346,440
			12,078,646
Road & Rail - 2.4%
CSX Corp.	327,700		13,147,324
Union Pacific Corp.	184,800		10,629,696
			23,777,020
TOTAL INDUSTRIALS			106,153,520
INFORMATION TECHNOLOGY - 5.9%
Communications Equipment - 0.6%
Tellabs, Inc. (a)	975,100		5,655,580
Computers & Peripherals - 2.7%
Dell, Inc. (a)	387,100		5,179,398
EMC Corp. (a)	744,600		11,213,676
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Seagate Technology	456,700		$ 5,498,668
Western Digital Corp. (a)	180,100		5,448,025
			27,339,767
Internet Software & Services - 0.9%
eBay, Inc. (a)	409,800		8,708,250
IT Services - 1.7%
Accenture Ltd. Class A	140,000		4,909,800
Computer Sciences Corp. (a)	129,500		6,238,015
Fidelity National Information Services, Inc.	258,100		6,044,702
			17,192,517
TOTAL INFORMATION TECHNOLOGY			58,896,114
MATERIALS - 4.4%
Chemicals - 2.7%
Ashland, Inc.	191,400		6,342,996
Dow Chemical Co.	502,900		10,646,393
Lubrizol Corp.	96,500		5,590,245
Terra Industries, Inc.	159,800		4,659,768
			27,239,402
Containers & Packaging - 0.6%
Owens-Illinois, Inc. (a)	176,000		5,973,440
Metals & Mining - 1.1%
Freeport-McMoRan Copper & Gold, Inc.	128,500		7,748,550
Reliance Steel & Aluminum Co.	75,200		2,534,992
			10,283,542
TOTAL MATERIALS			43,496,384
TELECOMMUNICATION SERVICES - 5.4%
Diversified Telecommunication Services - 4.8%
AT&T, Inc.	958,862		25,150,950
Qwest Communications International, Inc.	2,094,100		8,083,226
Verizon Communications, Inc.	446,500		14,319,255
			47,553,431
Wireless Telecommunication Services - 0.6%
Sprint Nextel Corp. (a)	1,581,200		6,324,800
TOTAL TELECOMMUNICATION SERVICES			53,878,231
Common Stocks - continued
	Shares		Value
UTILITIES - 7.1%
Electric Utilities - 3.0%
American Electric Power Co., Inc.	264,700		$ 8,195,112
Exelon Corp.	220,600		11,219,716
FirstEnergy Corp.	249,000		10,258,800
			29,673,628
Independent Power Producers & Energy Traders - 1.5%
AES Corp.	308,600		3,946,994
Constellation Energy Group, Inc.	189,500		5,438,650
NRG Energy, Inc. (a)	218,700		5,950,827
			15,336,471
Multi-Utilities - 2.6%
PG&E Corp.	321,600		12,982,992
Sempra Energy	241,700		12,672,331
			25,655,323
TOTAL UTILITIES			70,665,422
TOTAL COMMON STOCKS (Cost $960,441,114)		999,601,531
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.37% (b)	8,123,125		8,123,125
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	11,413,325		11,413,325
TOTAL MONEY MARKET FUNDS (Cost $19,536,450)		19,536,450
TOTAL INVESTMENT PORTFOLIO - 101.9% (Cost $979,977,564)			1,019,137,981
NET OTHER ASSETS - (1.9)%			(19,361,673)
NET ASSETS - 100%		$ 999,776,308

Legend

(a) Non-income producing

(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	$ 11,260
Fidelity Securities Lending Cash Central Fund	19,343
Total	$ 30,603

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 Security Valuation section in the accompanying Notes to Financial Statements.

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $321,741,584 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $138,118,882 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2009 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $11,143,750) - See accompanying schedule: Unaffiliated issuers (cost $960,441,114)	$ 999,601,531
Fidelity Central Funds (cost $19,536,450)	19,536,450
Total Investments (cost $979,977,564)		$ 1,019,137,981
Receivable for investments sold		14,972,871
Receivable for fund shares sold		1,174,233
Dividends receivable		893,327
Distributions receivable from Fidelity Central Funds		2,220
Prepaid expenses		4,737
Total assets		1,036,185,369

Liabilities
Payable for investments purchased	$ 20,389,138
Payable for fund shares redeemed	3,900,073
Accrued management fee	354,362
Distribution fees payable	12,814
Other affiliated payables	309,346
Other payables and accrued expenses	30,003
Collateral on securities loaned, at value	11,413,325
Total liabilities		36,409,061

Net Assets		$ 999,776,308
Net Assets consist of:
Paid in capital		$ 1,600,096,625
Undistributed net investment income		8,187,415
Accumulated undistributed net realized gain (loss) on investments		(647,668,149)
Net unrealized appreciation (depreciation) on investments		39,160,417
Net Assets		$ 999,776,308

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2009 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,945,981 ÷ 2,993,712 shares)		$ 8.67

Maximum offering price per share (100/94.25 of $8.67)		$ 9.20
Class T: Net Asset Value and redemption price per share ($8,045,279 ÷ 928,820 shares)		$ 8.66

Maximum offering price per share (100/96.50 of $8.66)		$ 8.97
Class B: Net Asset Value and offering price per share ($2,407,464 ÷ 278,641 shares)^A		$ 8.64

Class C: Net Asset Value and offering price per share ($2,893,800 ÷ 336,460 shares)^A		$ 8.60

Large Cap Value: Net Asset Value, offering price and redemption price per share ($958,196,484 ÷ 109,952,983 shares)		$ 8.71

Institutional Class: Net Asset Value, offering price and redemption price per share ($2,287,300 ÷ 263,189 shares)		$ 8.69

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

Six months ended July 31, 2009 (Unaudited)

Investment Income
Dividends		$ 12,538,032
Interest		149
Income from Fidelity Central Funds		30,603
Total income		12,568,784

Expenses
Management fee Basic fee	$ 2,626,485
Performance adjustment	(502,273)
Transfer agent fees	1,607,058
Distribution fees	78,417
Accounting and security lending fees	178,376
Custodian fees and expenses	17,803
Independent trustees' compensation	3,707
Registration fees	62,314
Audit	26,454
Legal	2,137
Interest	1,266
Miscellaneous	12,407
Total expenses		4,114,151
Net investment income (loss)		8,454,633
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		(104,600,888)
Change in net unrealized appreciation (depreciation) on investment securities		232,496,856
Net gain (loss)		127,895,968
Net increase (decrease) in net assets resulting from operations		$ 136,350,601

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2009 (Unaudited)	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 8,454,633	$ 23,185,854
Net realized gain (loss)	(104,600,888)	(484,734,693)
Change in net unrealized appreciation (depreciation)	232,496,856	(215,394,000)
Net increase (decrease) in net assets resulting from operations	136,350,601	(676,942,839)
Distributions to shareholders from net investment income	(1,212,441)	(22,112,922)
Share transactions - net increase (decrease)	(90,477,370)	150,719,093
Total increase (decrease) in net assets	44,660,790	(548,336,668)

Net Assets
Beginning of period	955,115,518	1,503,452,186
End of period (including undistributed net investment income of $8,187,415 and undistributed net investment income of $945,223, respectively)	$ 999,776,308	$ 955,115,518

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

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 7.53	$ 13.54	$ 15.41
Income from Investment Operations
Net investment income (loss)^D	.06	.16	.12
Net realized and unrealized gain (loss)	1.09	(6.00)	(1.00)
Total from investment operations	1.15	(5.84)	(.88)
Distributions from net investment income	(.01)	(.17)	(.12)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.17)	(.99)
Net asset value, end of period	$ 8.67	$ 7.53	$ 13.54
Total Return^{B, C}	15.28%	(43.20)%	(6.04)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.14%^A	1.17%	1.22%^A
Expenses net of fee waivers, if any	1.14%^A	1.17%	1.22%^A
Expenses net of all reductions	1.14%^A	1.17%	1.22%^A
Net investment income (loss)	1.56%^A	1.47%	.81%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,946	$ 22,577	$ 9,774
Portfolio turnover rate^F	232%^A	243%	204%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 7.54	$ 13.53	$ 15.41
Income from Investment Operations
Net investment income (loss)^D	.05	.12	.08
Net realized and unrealized gain (loss)	1.08	(5.97)	(1.01)
Total from investment operations	1.13	(5.85)	(.93)
Distributions from net investment income	(.01)	(.14)	(.08)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.14)	(.95)
Net asset value, end of period	$ 8.66	$ 7.54	$ 13.53
Total Return^{B, C}	14.97%	(43.34)%	(6.34)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.44%^A	1.49%	1.47%^A
Expenses net of fee waivers, if any	1.44%^A	1.49%	1.47%^A
Expenses net of all reductions	1.44%^A	1.49%	1.47%^A
Net investment income (loss)	1.26%^A	1.15%	.56%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,045	$ 9,792	$ 5,976
Portfolio turnover rate^F	232%^A	243%	204%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 7.53	$ 13.54	$ 15.41
Income from Investment Operations
Net investment income (loss)^E	.03	.07	.01
Net realized and unrealized gain (loss)	1.09	(5.98)	(1.00)
Total from investment operations	1.12	(5.91)	(.99)
Distributions from net investment income	(.01)	(.10)	(.01)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.10)	(.88)
Net asset value, end of period	$ 8.64	$ 7.53	$ 13.54
Total Return^{B, C, D}	14.83%	(43.71)%	(6.74)%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.98%^A	2.07%	1.99%^A
Expenses net of fee waivers, if any	1.98%^A	2.00%	1.99%^A
Expenses net of all reductions	1.98%^A	2.00%	1.99%^A
Net investment income (loss)	.72%^A	.64%	.04%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,407	$ 2,600	$ 1,860
Portfolio turnover rate^G	232%^A	243%	204%

^A Annualized

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

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

^D Total returns do not include the effect of the contingent deferred sales charge.

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

^F Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^H For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 7.49	$ 13.52	$ 15.41
Income from Investment Operations
Net investment income (loss)^D	.03	.08	.01
Net realized and unrealized gain (loss)	1.08	(5.97)	(.98)
Total from investment operations	1.11	(5.89)	(.97)
Distributions from net investment income	-^I	(.14)	(.05)
Distributions from net realized gain	-	-	(.87)
Total distributions	-^I	(.14)	(.92)
Net asset value, end of period	$ 8.60	$ 7.49	$ 13.52
Total Return^{B, C}	14.87%	(43.65)%	(6.61)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.89%^A	1.91%	1.94%^A
Expenses net of fee waivers, if any	1.89%^A	1.91%	1.94%^A
Expenses net of all reductions	1.89%^A	1.91%	1.94%^A
Net investment income (loss)	.81%^A	.73%	.09%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,894	$ 2,352	$ 1,208
Portfolio turnover rate^F	232%^A	243%	204%

^A Annualized

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

^C Total returns do not include the effect of the contingent deferred sales charge.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

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

Semiannual Report

Financial Highlights - Large Cap Value

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008	2007	2006	2005
Selected Per-Share Data
Net asset value, beginning of period	$ 7.56	$ 13.57	$ 15.19	$ 13.62	$ 12.04	$ 10.64
Income from Invest ment Operations
Net investment income (loss)^D	.07	.20	.18	.16	.17	.09^G
Net realized and unrealized gain (loss)	1.09	(6.02)	(.80)	1.80	1.87	1.47
Total from investment operations	1.16	(5.82)	(.62)	1.96	2.04	1.56
Distributions from net investment income	(.01)	(.19)	(.13)	(.13)	(.11)	(.05)
Distributions from net realized gain	-	-	(.87)	(.26)	(.35)	(.11)
Total distributions	(.01)	(.19)	(1.00)	(.39)	(.46)	(.16)
Redemption fees added to paid in capital^D	-	-	-	-^{I, J}	-^J	-^J
Net asset value, end of period	$ 8.71	$ 7.56	$ 13.57	$ 15.19	$ 13.62	$ 12.04
Total Return^{B, C}	15.38%	(43.03)%	(4.39)%	14.63%	17.09%	14.68%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.87%^A	.86%	.86%	.89%	.89%	1.07%
Expenses net of fee waivers, if any	.87%^A	.86%	.85%	.89%	.89%	1.07%
Expenses net of all reductions	.87%^A	.86%	.85%	.89%	.84%	1.05%
Net investment income (loss)	1.83%^A	1.78%	1.18%	1.10%	1.32%	.79%^G
Supplemental Data
Net assets, end of period (000 omitted)	$ 958,196	$ 916,490	$ 1,483,574	$ 1,372,751	$ 569,109	$ 177,004
Portfolio turnover rate^F	232%^A	243%	204%	164%	175%	170%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

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

^I The redemption fee was eliminated during the year ended January 31, 2007.

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 7.54	$ 13.54	$ 15.41
Income from Investment Operations
Net investment income (loss)^D	.07	.20	.17
Net realized and unrealized gain (loss)	1.09	(6.01)	(1.02)
Total from investment operations	1.16	(5.81)	(.85)
Distributions from net investment income	(.01)	(.19)	(.15)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.19)	(1.02)
Net asset value, end of period	$ 8.69	$ 7.54	$ 13.54
Total Return^{B, C}	15.42%	(43.00)%	(5.82)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.86%^A	.85%	.85%^A
Expenses net of fee waivers, if any	.86%^A	.85%	.85%^A
Expenses net of all reductions	.86%^A	.85%	.84%^A
Net investment income (loss)	1.84%^A	1.79%	1.19%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,287	$ 1,304	$ 1,060
Portfolio turnover rate^F	232%^A	243%	204%

^A Annualized

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

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

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2009 (Unaudited)

1. Organization.

Fidelity Large Cap Value Fund (the Fund) is a fund of Fidelity Devonshire Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class B, Class C, Large Cap Value and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the SEC's web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC's web site or upon request.

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Fund uses independent pricing services approved by the Board of Trustees to value its investments. Generally Accepted Accounting Principles (GAAP) establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are classified into three levels. Level 1 includes readily available unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes observable inputs other than quoted prices included in Level 1 that are observable either directly or indirectly. Level 3 includes unobservable inputs when market prices are not readily available or reliable. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy. The aggregate value by input level, as of July 31, 2009, for the Fund's investments is included at the end of the Fund's Schedule of Investments. Valuation techniques of the Fund's major categories of assets and liabilities as presented in the Schedule of Investments are as follows.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 92,542,435
Unrealized depreciation	(111,528,532)
Net unrealized appreciation (depreciation)	$ (18,986,097)
Cost for federal income tax purposes	$ 1,038,124,078

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,078,386,366 and $1,154,583,244, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment(up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Large Cap Value as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .46% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 29,955	$ 8,084
Class T	.25%	.25%	23,102	393
Class B	.75%	.25%	12,748	9,607
Class C	.75%	.25%	12,612	2,687
			$ 78,417	$ 20,771

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 8,046
Class T	2,126
Class B*	2,343
Class C*	674
	$ 13,189

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the total transfer agent fees paid by each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 44,172	.37
Class T	19,244	.42
Class B	5,767	.45
Class C	4,610	.37
Large Cap Value	1,530,145	.34
Institutional Class	3,120	.34
	$ 1,607,058

* Annualized

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 6,071,176	.44%	$ 1,266

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $3,361 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

8. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2009	Year ended January 31, 2009
From net investment income
Class A	$ 25,096	$ 399,383
Class T	9,481	87,114
Class B	1,794	18,848
Class C	954	36,670
Large Cap Value	1,172,878	21,539,806
Institutional Class	2,238	31,101
Total	$ 1,212,441	$ 22,112,922

Semiannual Report

9. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2009	Year ended January 31, 2009	Six months ended July 31, 2009	Year ended January 31, 2009
Class A
Shares sold	842,346	2,638,195	$ 6,321,971	$ 27,871,103
Reinvestment of distributions	3,644	47,822	24,238	389,751
Shares redeemed	(850,962)	(409,267)	(6,611,798)	(4,315,737)
Net increase (decrease)	(4,972)	2,276,750	$ (265,589)	$ 23,945,117
Class T
Shares sold	256,038	1,279,457	$ 1,878,368	$ 11,375,150
Reinvestment of distributions	1,397	9,970	9,333	81,353
Shares redeemed	(628,133)	(431,602)	(4,918,616)	(3,878,420)
Net increase (decrease)	(370,698)	857,825	$ (3,030,915)	$ 7,578,083
Class B
Shares sold	83,688	271,854	$ 619,129	$ 2,451,167
Reinvestment of distributions	262	2,178	1,746	17,794
Shares redeemed	(150,443)	(66,302)	(1,178,603)	(798,370)
Net increase (decrease)	(66,493)	207,730	$ (557,728)	$ 1,670,591
Class C
Shares sold	103,130	290,474	$ 765,895	$ 2,829,293
Reinvestment of distributions	125	3,943	831	32,014
Shares redeemed	(80,708)	(69,872)	(587,526)	(719,269)
Net increase (decrease)	22,547	224,545	$ 179,200	$ 2,142,038
Large Cap Value
Shares sold	17,491,730	45,983,905	$ 129,123,648	$ 502,325,155
Reinvestment of distributions	171,886	2,580,327	1,151,727	21,132,879
Shares redeemed	(28,901,701)	(36,697,448)	(217,702,089)	(409,090,614)
Net increase (decrease)	(11,238,085)	11,866,784	$ (87,426,714)	$ 114,367,420
Institutional Class
Shares sold	126,268	164,623	$ 885,162	$ 1,810,331
Reinvestment of distributions	334	3,731	2,233	30,444
Shares redeemed	(36,358)	(73,670)	(263,019)	(824,931)
Net increase (decrease)	90,244	94,684	$ 624,376	$ 1,015,844

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Large Cap Value Fund

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment Performance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, as available, the cumulative total returns of Fidelity Large Cap Value (retail class) and Class B of the fund, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Morningstar, Inc. as having an investment style similar to that of the fund based on underlying portfolio holdings. The returns of Fidelity Large Cap Value (retail class) and Class B show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Semiannual Report

Fidelity Large Cap Value Fund

fid171

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Large Cap Value (retail class) of the fund was in the third quartile for the one- and three-year periods and the second quartile for the five-year period. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board discussed with FMR actions that have been taken by FMR to improve the fund's more recent disappointing performance relative to its peer group and benchmark. The Board will continue to closely monitor the performance of the fund in the coming year and discuss with FMR other appropriate actions to address the performance of the fund.

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board reviewed the year-to-date performance of Fidelity Large Cap Value (retail class) through May 31, 2009 and stated that it was lower than the fund's benchmark.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 11% means that 89% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity Large Cap Value Fund

fid173

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expenses of each of Class A, Class B, Class C, Institutional Class, and Fidelity Large Cap Value (retail class) ranked below its competitive median for 2008 and the total expenses of Class T ranked above its competitive median for 2008. The Board considered that the total expenses for Class T were above the median primarily because its 12b-1 fee is higher than the typical front-end load class. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Managing Your Investments

By Phone

(phone_graphic)

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

Press

fid103 For mutual fund and brokerage trading.

fid105 For quotes.*

fid107 For account balances and holdings.

fid109 To review orders and mutual
fund activity.

fid111 To change your PIN.

fid113 fid115 To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

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

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

FIL Investment Advisors

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(Hong Kong) Limited
Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional

Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

Fidelity Automated Service
Telephone (FAST®) fid35 1-800-544-5555

Automated line for quickest service

LCV-USAN-0909
1.900196.100

fid119

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor
Large Cap Value
Fund - Class A, Class T, Class B
and Class C

Semiannual Report

July 31, 2009

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

(2_fidelity_logos) (Registered_Trademark)

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

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2009 to July 31, 2009).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio	Beginning Account Value February 1, 2009	Ending Account Value July 31, 2009	Expenses Paid During Period* February 1, 2009 to July 31, 2009
Class A	1.14%
Actual		$ 1,000.00	$ 1,152.80	$ 6.09
Hypothetical^A		$ 1,000.00	$ 1,019.14	$ 5.71
Class T	1.44%
Actual		$ 1,000.00	$ 1,149.70	$ 7.68
Hypothetical^A		$ 1,000.00	$ 1,017.65	$ 7.20
Class B	1.98%
Actual		$ 1,000.00	$ 1,148.30	$ 10.55
Hypothetical^A		$ 1,000.00	$ 1,014.98	$ 9.89
Class C	1.89%
Actual		$ 1,000.00	$ 1,148.70	$ 10.07
Hypothetical^A		$ 1,000.00	$ 1,015.42	$ 9.44
Large Cap Value	.87%
Actual		$ 1,000.00	$ 1,153.80	$ 4.65
Hypothetical^A		$ 1,000.00	$ 1,020.48	$ 4.36
Institutional Class	.86%
Actual		$ 1,000.00	$ 1,154.20	$ 4.59
Hypothetical^A		$ 1,000.00	$ 1,020.53	$ 4.31

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	4.6	7.1
JPMorgan Chase & Co.	4.0	2.4
Chevron Corp.	4.0	4.0
Bank of America Corp.	3.3	1.1
Pfizer, Inc.	3.2	3.4
Goldman Sachs Group, Inc.	2.6	1.1
AT&T, Inc.	2.5	3.2
General Electric Co.	2.2	2.1
Morgan Stanley	1.6	0.8
Merck & Co., Inc.	1.6	0.0
	29.6
Top Five Market Sectors as of July 31, 2009
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.5	19.7
Energy	19.5	19.1
Industrials	10.6	8.6
Health Care	9.8	14.3
Consumer Discretionary	9.0	8.2

Asset Allocation (% of fund's net assets)
As of July 31, 2009 *			As of January 31, 2009 **
	Stocks 100.0%			Stocks 99.3%
	Short-Term Investments and Net Other Assets^† 0.0%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		5.8%	** Foreign investments		3.2%

fid196

^†Amount represents less than 0.1%.

Semiannual Report

Investments July 31, 2009 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 100.0%
	Shares		Value
CONSUMER DISCRETIONARY - 9.0%
Hotels, Restaurants & Leisure - 1.5%
Brinker International, Inc.	292,200		$ 4,862,208
Darden Restaurants, Inc.	145,900		4,725,701
Wyndham Worldwide Corp.	419,400		5,850,630
			15,438,539
Household Durables - 0.8%
Whirlpool Corp.	137,900		7,872,711
Media - 3.0%
Comcast Corp. Class A (special) (non-vtg.)	889,000		12,437,110
Time Warner Cable, Inc.	227,600		7,524,456
Viacom, Inc. Class B (non-vtg.) (a)	433,200		10,032,912
			29,994,478
Multiline Retail - 0.8%
Macy's, Inc.	565,600		7,867,496
Specialty Retail - 2.4%
Aeropostale, Inc. (a)	139,400		5,074,160
AutoNation, Inc. (a)(d)	298,900		6,181,252
AutoZone, Inc. (a)	31,400		4,822,098
Best Buy Co., Inc.	203,100		7,589,847
			23,667,357
Textiles, Apparel & Luxury Goods - 0.5%
Polo Ralph Lauren Corp. Class A	88,300		5,567,315
TOTAL CONSUMER DISCRETIONARY			90,407,896
CONSUMER STAPLES - 5.8%
Beverages - 1.7%
Coca-Cola Enterprises, Inc.	285,000		5,355,150
Molson Coors Brewing Co. Class B	137,900		6,234,459
Pepsi Bottling Group, Inc.	142,300		4,831,085
			16,420,694
Food Products - 2.8%
Archer Daniels Midland Co.	228,300		6,876,396
Bunge Ltd. (d)	100,400		7,024,988
Kraft Foods, Inc. Class A	313,500		8,884,590
Tyson Foods, Inc. Class A	442,100		5,053,203
			27,839,177
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Household Products - 0.8%
Energizer Holdings, Inc. (a)	89,400		$ 5,726,964
Procter & Gamble Co.	46,900		2,603,419
			8,330,383
Tobacco - 0.5%
Lorillard, Inc.	70,600		5,204,632
TOTAL CONSUMER STAPLES			57,794,886
ENERGY - 19.5%
Energy Equipment & Services - 4.4%
Atwood Oceanics, Inc. (a)	193,500		5,580,540
ENSCO International, Inc.	157,300		5,960,097
National Oilwell Varco, Inc. (a)	375,400		13,491,876
Pride International, Inc. (a)	351,400		8,809,598
Transocean Ltd. (a)	125,900		10,032,971
			43,875,082
Oil, Gas & Consumable Fuels - 15.1%
Chesapeake Energy Corp.	378,000		8,104,320
Chevron Corp.	571,900		39,729,893
ConocoPhillips	89,100		3,894,561
Exxon Mobil Corp.	657,300		46,267,348
Foundation Coal Holdings, Inc.	97,700		3,510,361
Marathon Oil Corp.	464,900		14,993,025
Occidental Petroleum Corp.	173,900		12,406,026
Sunoco, Inc.	331,600		8,187,204
Tesoro Corp.	341,200		4,466,308
Valero Energy Corp.	533,300		9,599,400
			151,158,446
TOTAL ENERGY			195,033,528
FINANCIALS - 22.5%
Capital Markets - 5.5%
BlackRock, Inc. Class A	30,000		5,716,200
Goldman Sachs Group, Inc.	160,200		26,160,660
Invesco Ltd.	343,200		6,778,200
Morgan Stanley	557,500		15,888,750
			54,543,810
Commercial Banks - 2.6%
Comerica, Inc.	244,400		5,826,496
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Commercial Banks - continued
SunTrust Banks, Inc.	350,600		$ 6,836,700
Wells Fargo & Co.	544,500		13,318,470
			25,981,666
Consumer Finance - 2.0%
American Express Co.	350,100		9,918,333
Capital One Financial Corp.	331,700		10,183,190
			20,101,523
Diversified Financial Services - 7.3%
Bank of America Corp.	2,217,100		32,790,909
JPMorgan Chase & Co.	1,049,700		40,570,905
			73,361,814
Insurance - 5.1%
Axis Capital Holdings Ltd.	204,594		5,822,745
MetLife, Inc.	278,800		9,465,260
RenaissanceRe Holdings Ltd.	116,800		5,869,200
The Travelers Companies, Inc.	355,500		15,311,385
Unum Group	510,400		9,580,208
Validus Holdings Ltd.	220,300		5,000,810
			51,049,608
TOTAL FINANCIALS			225,038,421
HEALTH CARE - 9.8%
Health Care Equipment & Supplies - 0.4%
Cooper Companies, Inc.	156,400		4,291,616
Health Care Providers & Services - 2.2%
CIGNA Corp.	242,700		6,892,680
Community Health Systems, Inc. (a)	184,500		5,225,040
Health Management Associates, Inc. Class A (a)	809,800		4,883,094
Humana, Inc. (a)	156,600		5,144,310
			22,145,124
Pharmaceuticals - 7.2%
Johnson & Johnson	213,400		12,993,926
Merck & Co., Inc.	528,600		15,863,286
Mylan, Inc. (a)(d)	382,400		5,043,856
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	2,029,200		$ 32,325,156
Watson Pharmaceuticals, Inc. (a)	160,500		5,574,165
			71,800,389
TOTAL HEALTH CARE			98,237,129
INDUSTRIALS - 10.6%
Aerospace & Defense - 3.8%
Goodrich Corp.	141,000		7,241,760
Honeywell International, Inc.	285,400		9,903,380
Northrop Grumman Corp.	165,000		7,355,700
Precision Castparts Corp.	63,900		5,099,859
United Technologies Corp.	148,300		8,077,901
			37,678,600
Electrical Equipment - 1.0%
Cooper Industries Ltd. Class A	182,200		6,003,490
Thomas & Betts Corp. (a)	171,600		4,571,424
			10,574,914
Industrial Conglomerates - 2.2%
General Electric Co.	1,645,100		22,044,340
Machinery - 1.2%
Caterpillar, Inc.	130,100		5,732,206
Oshkosh Co.	231,200		6,346,440
			12,078,646
Road & Rail - 2.4%
CSX Corp.	327,700		13,147,324
Union Pacific Corp.	184,800		10,629,696
			23,777,020
TOTAL INDUSTRIALS			106,153,520
INFORMATION TECHNOLOGY - 5.9%
Communications Equipment - 0.6%
Tellabs, Inc. (a)	975,100		5,655,580
Computers & Peripherals - 2.7%
Dell, Inc. (a)	387,100		5,179,398
EMC Corp. (a)	744,600		11,213,676
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Seagate Technology	456,700		$ 5,498,668
Western Digital Corp. (a)	180,100		5,448,025
			27,339,767
Internet Software & Services - 0.9%
eBay, Inc. (a)	409,800		8,708,250
IT Services - 1.7%
Accenture Ltd. Class A	140,000		4,909,800
Computer Sciences Corp. (a)	129,500		6,238,015
Fidelity National Information Services, Inc.	258,100		6,044,702
			17,192,517
TOTAL INFORMATION TECHNOLOGY			58,896,114
MATERIALS - 4.4%
Chemicals - 2.7%
Ashland, Inc.	191,400		6,342,996
Dow Chemical Co.	502,900		10,646,393
Lubrizol Corp.	96,500		5,590,245
Terra Industries, Inc.	159,800		4,659,768
			27,239,402
Containers & Packaging - 0.6%
Owens-Illinois, Inc. (a)	176,000		5,973,440
Metals & Mining - 1.1%
Freeport-McMoRan Copper & Gold, Inc.	128,500		7,748,550
Reliance Steel & Aluminum Co.	75,200		2,534,992
			10,283,542
TOTAL MATERIALS			43,496,384
TELECOMMUNICATION SERVICES - 5.4%
Diversified Telecommunication Services - 4.8%
AT&T, Inc.	958,862		25,150,950
Qwest Communications International, Inc.	2,094,100		8,083,226
Verizon Communications, Inc.	446,500		14,319,255
			47,553,431
Wireless Telecommunication Services - 0.6%
Sprint Nextel Corp. (a)	1,581,200		6,324,800
TOTAL TELECOMMUNICATION SERVICES			53,878,231
Common Stocks - continued
	Shares		Value
UTILITIES - 7.1%
Electric Utilities - 3.0%
American Electric Power Co., Inc.	264,700		$ 8,195,112
Exelon Corp.	220,600		11,219,716
FirstEnergy Corp.	249,000		10,258,800
			29,673,628
Independent Power Producers & Energy Traders - 1.5%
AES Corp.	308,600		3,946,994
Constellation Energy Group, Inc.	189,500		5,438,650
NRG Energy, Inc. (a)	218,700		5,950,827
			15,336,471
Multi-Utilities - 2.6%
PG&E Corp.	321,600		12,982,992
Sempra Energy	241,700		12,672,331
			25,655,323
TOTAL UTILITIES			70,665,422
TOTAL COMMON STOCKS (Cost $960,441,114)		999,601,531
Money Market Funds - 1.9%

Fidelity Cash Central Fund, 0.37% (b)	8,123,125		8,123,125
Fidelity Securities Lending Cash Central Fund, 0.22% (b)(c)	11,413,325		11,413,325
TOTAL MONEY MARKET FUNDS (Cost $19,536,450)		19,536,450
TOTAL INVESTMENT PORTFOLIO - 101.9% (Cost $979,977,564)			1,019,137,981
NET OTHER ASSETS - (1.9)%			(19,361,673)
NET ASSETS - 100%		$ 999,776,308

Legend

(a) Non-income producing

(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	$ 11,260
Fidelity Securities Lending Cash Central Fund	19,343
Total	$ 30,603

Other Information

Income Tax Information

At January 31, 2009, the fund had a capital loss carryforward of approximately $321,741,584 all of which will expire on January 31, 2017.

The fund intends to elect to defer to its fiscal year ending January 31, 2010 approximately $138,118,882 of losses recognized during the period November 1, 2008 to January 31, 2009.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2009 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $11,143,750) - See accompanying schedule: Unaffiliated issuers (cost $960,441,114)	$ 999,601,531
Fidelity Central Funds (cost $19,536,450)	19,536,450
Total Investments (cost $979,977,564)		$ 1,019,137,981
Receivable for investments sold		14,972,871
Receivable for fund shares sold		1,174,233
Dividends receivable		893,327
Distributions receivable from Fidelity Central Funds		2,220
Prepaid expenses		4,737
Total assets		1,036,185,369

Liabilities
Payable for investments purchased	$ 20,389,138
Payable for fund shares redeemed	3,900,073
Accrued management fee	354,362
Distribution fees payable	12,814
Other affiliated payables	309,346
Other payables and accrued expenses	30,003
Collateral on securities loaned, at value	11,413,325
Total liabilities		36,409,061

Net Assets		$ 999,776,308
Net Assets consist of:
Paid in capital		$ 1,600,096,625
Undistributed net investment income		8,187,415
Accumulated undistributed net realized gain (loss) on investments		(647,668,149)
Net unrealized appreciation (depreciation) on investments		39,160,417
Net Assets		$ 999,776,308

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2009 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($25,945,981 ÷ 2,993,712 shares)		$ 8.67

Maximum offering price per share (100/94.25 of $8.67)		$ 9.20
Class T: Net Asset Value and redemption price per share ($8,045,279 ÷ 928,820 shares)		$ 8.66

Maximum offering price per share (100/96.50 of $8.66)		$ 8.97
Class B: Net Asset Value and offering price per share ($2,407,464 ÷ 278,641 shares)^A		$ 8.64

Class C: Net Asset Value and offering price per share ($2,893,800 ÷ 336,460 shares)^A		$ 8.60

Large Cap Value: Net Asset Value, offering price and redemption price per share ($958,196,484 ÷ 109,952,983 shares)		$ 8.71

Institutional Class: Net Asset Value, offering price and redemption price per share ($2,287,300 ÷ 263,189 shares)		$ 8.69

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

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

Semiannual Report

Statement of Operations

Six months ended July 31, 2009 (Unaudited)

Investment Income
Dividends		$ 12,538,032
Interest		149
Income from Fidelity Central Funds		30,603
Total income		12,568,784

Expenses
Management fee Basic fee	$ 2,626,485
Performance adjustment	(502,273)
Transfer agent fees	1,607,058
Distribution fees	78,417
Accounting and security lending fees	178,376
Custodian fees and expenses	17,803
Independent trustees' compensation	3,707
Registration fees	62,314
Audit	26,454
Legal	2,137
Interest	1,266
Miscellaneous	12,407
Total expenses		4,114,151
Net investment income (loss)		8,454,633
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		(104,600,888)
Change in net unrealized appreciation (depreciation) on investment securities		232,496,856
Net gain (loss)		127,895,968
Net increase (decrease) in net assets resulting from operations		$ 136,350,601

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2009 (Unaudited)	Year ended January 31, 2009
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 8,454,633	$ 23,185,854
Net realized gain (loss)	(104,600,888)	(484,734,693)
Change in net unrealized appreciation (depreciation)	232,496,856	(215,394,000)
Net increase (decrease) in net assets resulting from operations	136,350,601	(676,942,839)
Distributions to shareholders from net investment income	(1,212,441)	(22,112,922)
Share transactions - net increase (decrease)	(90,477,370)	150,719,093
Total increase (decrease) in net assets	44,660,790	(548,336,668)

Net Assets
Beginning of period	955,115,518	1,503,452,186
End of period (including undistributed net investment income of $8,187,415 and undistributed net investment income of $945,223, respectively)	$ 999,776,308	$ 955,115,518

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

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 7.53	$ 13.54	$ 15.41
Income from Investment Operations
Net investment income (loss)^D	.06	.16	.12
Net realized and unrealized gain (loss)	1.09	(6.00)	(1.00)
Total from investment operations	1.15	(5.84)	(.88)
Distributions from net investment income	(.01)	(.17)	(.12)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.17)	(.99)
Net asset value, end of period	$ 8.67	$ 7.53	$ 13.54
Total Return^{B, C}	15.28%	(43.20)%	(6.04)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.14%^A	1.17%	1.22%^A
Expenses net of fee waivers, if any	1.14%^A	1.17%	1.22%^A
Expenses net of all reductions	1.14%^A	1.17%	1.22%^A
Net investment income (loss)	1.56%^A	1.47%	.81%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 25,946	$ 22,577	$ 9,774
Portfolio turnover rate^F	232%^A	243%	204%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^G
Selected Per-Share Data
Net asset value, beginning of period	$ 7.54	$ 13.53	$ 15.41
Income from Investment Operations
Net investment income (loss)^D	.05	.12	.08
Net realized and unrealized gain (loss)	1.08	(5.97)	(1.01)
Total from investment operations	1.13	(5.85)	(.93)
Distributions from net investment income	(.01)	(.14)	(.08)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.14)	(.95)
Net asset value, end of period	$ 8.66	$ 7.54	$ 13.53
Total Return^{B, C}	14.97%	(43.34)%	(6.34)%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	1.44%^A	1.49%	1.47%^A
Expenses net of fee waivers, if any	1.44%^A	1.49%	1.47%^A
Expenses net of all reductions	1.44%^A	1.49%	1.47%^A
Net investment income (loss)	1.26%^A	1.15%	.56%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 8,045	$ 9,792	$ 5,976
Portfolio turnover rate^F	232%^A	243%	204%

^A Annualized

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

^C Total returns do not include the effect of the sales charges.

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

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period February 13, 2007 (commencement of sale of shares) to January 31, 2008.

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

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2009	Years ended January 31,
	(Unaudited)	2009	2008^H
Selected Per-Share Data
Net asset value, beginning of period	$ 7.53	$ 13.54	$ 15.41
Income from Investment Operations
Net investment income (loss)^E	.03	.07	.01
Net realized and unrealized gain (loss)	1.09	(5.98)	(1.00)
Total from investment operations	1.12	(5.91)	(.99)
Distributions from net investment income	(.01)	(.10)	(.01)
Distributions from net realized gain	-	-	(.87)
Total distributions	(.01)	(.10)	(.88)
Net asset value, end of period	$ 8.64	$ 7.53	$ 13.54
Total Return^{B, C, D}	14.83%	(43.71)%	(6.74)%
Ratios to Average Net Assets^{F, I}
Expenses before reductions	1.98%^A	2.07%	1.99%^A
Expenses net of fee waivers, if any	1.98%^A	2.00%	1.99%^A
Expenses net of all reductions	1.98%^A	2.00%	1.99%^A
Net investment income (loss)	.72%^A	.64%	.04%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,407	$ 2,600	$ 1,860
Portfolio turnover rate^G	232%^A	243%	204%