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 811-2546

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

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	April 30

Date of reporting period:	April 30, 2014

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Event Driven Opportunities

Fund - Class A, Class T,
and Class C

Annual Report

April 30, 2014

(Fidelity Cover Art)

Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Summary	(Click Here)	A summary of the fund's holdings.
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)
Trustees and Officers	(Click Here)
Distributions	(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 1-877-208-0098 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.

Annual Report

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 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, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by the highest consumer spending and lowest unemployment since 2009 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from Arvind Navaratnam, Portfolio Manager of Fidelity Advisor® Event Driven Opportunities Fund: From inception on December 12, 2013, through April 30, 2014, the fund's Class A, Class T and Class C shares advanced 5.80%, 5.70% and 5.50%, respectively (excluding sales charges), compared with 6.55% for its benchmark, the Russell 3000® Index. French electronics and entertainment retailer Groupe FNAC was by far the biggest relative contributor this period and the fund's second-largest holding, on average. Last year, Groupe FNAC spun off from French luxury goods holding firm PPR, and its stock began trading at a very depressed price. The stock rose in late February when the firm announced better-than-expected earnings, increased market share and a stronger financial profile. By contrast, the fund's sizable stake in Comverse was a big detractor this period. The technology firm develops and markets telecommunications software and has been undergoing a turnaround after it spun off from parent company Comverse Technology in 2012. The stock plunged in April after Comverse announced fourth-quarter and year-over-year revenue declines that disappointed investors, which hurt the fund. Despite this bumpy period, I remained optimistic that Comverse could be a longer-term success story and held my position. Groupe FNAC and Comverse were not included in the Russell 3000® Index.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual 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 actual expense Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (December 12, 2013 to April 30, 2014). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (November 1, 2013 to April 30, 2014).

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. 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. 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.

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. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value	Ending Account Value April 30, 2014	Expenses Paid During Period
Class A	1.55%
Actual		$ 1,000.00	$ 1,058.00	$ 6.12^C
Hypothetical^A		$ 1,000.00	$ 1,017.11	$ 7.75^D
Class T	1.80%
Actual		$ 1,000.00	$ 1,057.00	$ 7.10^C
Hypothetical^A		$ 1,000.00	$ 1,015.87	$ 9.00^D
Class C	2.30%
Actual		$ 1,000.00	$ 1,055.00	$ 9.06^C
Hypothetical^A		$ 1,000.00	$ 1,013.39	$ 11.48^D
Institutional Class	1.30%
Actual		$ 1,000.00	$ 1,059.00	$ 5.13^C
Hypothetical^A		$ 1,000.00	$ 1,018.35	$ 6.51^D

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

^C Actual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 140/365 (to reflect the period December 12, 2013 to April 30, 2014).

^D Hypothetical 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).

Annual Report

Investment Summary (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets
PRG-Schultz International, Inc.	3.1
Tessera Technologies, Inc.	3.0
Dean Foods Co.	2.5
Progressive Waste Solution Ltd. (Canada)	2.5
Murphy U.S.A., Inc.	2.5
Destination XL Group, Inc.	2.5
Sotheby's Class A (Ltd. vtg.)	2.5
Darden Restaurants, Inc.	2.3
Bravo Brio Restaurant Group, Inc.	2.3
Quantum Corp.	2.3
	25.5
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets
Consumer Discretionary	31.4
Information Technology	22.0
Industrials	12.9
Financials	10.7
Health Care	6.0

Asset Allocation (% of fund's net assets)
As of April 30, 2014 *
	Stocks 99.7%
	Net Other Assets (Liabilities) 0.3%

* Foreign investments

11.6%

aed101701

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.7%
	Shares		Value
CONSUMER DISCRETIONARY - 31.4%
Auto Components - 2.4%
Allison Transmission Holdings, Inc.	3,908		$ 116,615
Lear Corp.	901		74,837
			191,452
Diversified Consumer Services - 4.7%
Apollo Ed Group, Inc. Class A (non-vtg.) (a)	3,184		91,890
DeVry, Inc.	1,895		85,332
Sotheby's Class A (Ltd. vtg.)	4,739		199,322
			376,544
Hotels, Restaurants & Leisure - 5.5%
Bravo Brio Restaurant Group, Inc. (a)	12,327		184,535
Darden Restaurants, Inc.	3,780		187,904
Scientific Games Corp. Class A (a)	5,810		69,604
			442,043
Internet & Catalog Retail - 0.8%
FTD Companies, Inc. (a)	2,207		66,960
Media - 3.0%
Liberty Media Corp. Class A (a)	608		78,864
New Media Investment Group, Inc. (a)	5,720		81,624
News Corp. Class A (a)	4,524		76,998
			237,486
Multiline Retail - 1.1%
Big Lots, Inc. (a)	2,247		88,757
Specialty Retail - 13.9%
Abercrombie & Fitch Co. Class A	2,930		107,707
Chico's FAS, Inc.	9,735		154,592
CST Brands, Inc.	2,420		78,965
Destination XL Group, Inc. (a)	37,196		200,858
Groupe FNAC SA (a)	1,965		94,052
Murphy U.S.A., Inc. (a)	4,727		200,898
Office Depot, Inc. (a)	38,408		157,089
Signet Jewelers Ltd.	1,150		116,518
			1,110,679
TOTAL CONSUMER DISCRETIONARY			2,513,921
CONSUMER STAPLES - 5.5%
Beverages - 1.0%
Crimson Wine Group Ltd. (a)	9,168		81,504
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 4.5%
Dean Foods Co.	12,805		$ 202,831
Kraft Foods Group, Inc.	1,332		75,738
WhiteWave Foods Co. (a)	2,780		76,978
			355,547
TOTAL CONSUMER STAPLES			437,051
ENERGY - 5.0%
Energy Equipment & Services - 3.1%
Dresser-Rand Group, Inc. (a)	1,300		78,572
Era Group, Inc. (a)	1,945		55,530
Oil States International, Inc. (a)	1,203		116,859
			250,961
Oil, Gas & Consumable Fuels - 1.9%
QEP Resources, Inc.	2,441		74,914
The Williams Companies, Inc.	1,850		78,015
			152,929
TOTAL ENERGY			403,890
FINANCIALS - 10.7%
Banks - 1.0%
First Horizon National Corp.	6,704		77,029
Consumer Finance - 1.0%
Encore Capital Group, Inc. (a)	1,780		76,932
Diversified Financial Services - 0.9%
MSCI, Inc. Class A (a)	1,819		73,742
Insurance - 1.0%
Fidelity National Financial, Inc. Class A	2,516		80,965
Real Estate Investment Trusts - 4.9%
Ashford Hospitality Prime, Inc.	4,949		75,918
CommonWealth REIT	3,118		79,228
Gaming & Leisure Properties	1,932		71,001
New Residential Investment Corp.	14,700		89,670
Starwood Waypoint Residential (a)	2,830		76,891
			392,708
Thrifts & Mortgage Finance - 1.9%
Fannie Mae (a)	9,734		37,963
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Fox Chase Bancorp, Inc.	4,497		$ 75,010
Freddie Mac (a)	9,710		37,966
			150,939
TOTAL FINANCIALS			852,315
HEALTH CARE - 6.0%
Health Care Equipment & Supplies - 1.1%
Hologic, Inc. (a)	4,320		90,655
Pharmaceuticals - 4.9%
AbbVie, Inc.	2,380		123,950
Allergan, Inc.	560		92,870
Mallinckrodt PLC (a)	1,232		87,755
Zoetis, Inc. Class A	2,768		83,760
			388,335
TOTAL HEALTH CARE			478,990
INDUSTRIALS - 12.9%
Building Products - 1.0%
Allegion PLC	1,634		80,638
Commercial Services & Supplies - 6.3%
ADT Corp.	2,633		79,622
Clean Harbors, Inc. (a)	1,360		81,600
Progressive Waste Solution Ltd. (Canada)	8,266		201,211
R.R. Donnelley & Sons Co.	3,869		68,094
Recall Holdings Ltd. (a)	18,414		77,493
			508,020
Construction & Engineering - 1.7%
URS Corp.	2,810		132,407
Electrical Equipment - 0.9%
OSRAM Licht AG (a)	1,354		70,875
Machinery - 3.0%
Hyster-Yale Materials Handling Class A	831		80,100
SPX Corp.	783		79,741
Valmet Corp.	6,800		78,868
			238,709
TOTAL INDUSTRIALS			1,030,649
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 22.0%
Communications Equipment - 4.9%
EMCORE Corp. (a)	16,501		$ 79,700
JDS Uniphase Corp. (a)	6,210		78,681
Juniper Networks, Inc. (a)	3,080		76,045
Riverbed Technology, Inc. (a)	8,110		157,740
			392,166
Electronic Equipment & Components - 0.9%
Knowles Corp. (a)	2,560		71,501
IT Services - 6.0%
Blackhawk Network Holdings, Inc. (a)	3,400		78,302
ManTech International Corp. Class A	2,740		81,734
PRG-Schultz International, Inc. (a)	38,090		244,917
Science Applications International Corp.	1,970		76,830
			481,783
Semiconductors & Semiconductor Equipment - 4.0%
Advanced Micro Devices, Inc. (a)	18,267		74,712
Tessera Technologies, Inc.	11,020		241,669
			316,381
Software - 2.9%
Compuware Corp.	7,518		77,886
Comverse, Inc. (a)	6,281		156,648
			234,534
Technology Hardware, Storage & Peripherals - 3.3%
Lexmark International, Inc. Class A	1,896		81,528
Quantum Corp. (a)	167,617		181,026
			262,554
TOTAL INFORMATION TECHNOLOGY			1,758,919
MATERIALS - 4.2%
Chemicals - 2.8%
Air Products & Chemicals, Inc.	652		76,623
Ashland, Inc.	778		75,155
Calgon Carbon Corp. (a)	3,602		72,148
			223,926
Containers & Packaging - 1.4%
Orora Ltd.	88,812		114,684
TOTAL MATERIALS			338,610
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 1.0%
TW Telecom, Inc. (a)	2,599		$ 79,763
UTILITIES - 1.0%
Gas Utilities - 1.0%
ONE Gas, Inc.	2,140		78,281
TOTAL INVESTMENT PORTFOLIO - 99.7% (Cost $7,898,987)			7,972,389
NET OTHER ASSETS (LIABILITIES) - 0.3%			21,594
NET ASSETS - 100%		$ 7,993,983

Legend

(a) Non-income producing

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	$ 54

Other Information

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

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

United States of America	88.4%
Canada	2.5%
Australia	2.4%
Ireland	2.1%
Bermuda	1.5%
France	1.2%
Finland	1.0%
Others (Individually Less Than 1%)	0.9%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $7,898,987)		$ 7,972,389
Cash		30,004
Receivable for investments sold		195,296
Receivable for fund shares sold		73,649
Dividends receivable		5,478
Distributions receivable from Fidelity Central Funds		4
Receivable from investment adviser		28,474
Other receivables		69
Total assets		8,305,363

Liabilities
Payable for investments purchased	$ 236,645
Accrued management fee	5,563
Audit fee payable	29,995
Registration fee payable	25,786
Distribution and service plan fees payable	3,396
Other affiliated payables	1,097
Other payables and accrued expenses	8,898
Total liabilities		311,380

Net Assets		$ 7,993,983
Net Assets consist of:
Paid in capital		$ 7,838,127
Undistributed net investment income		7,889
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		74,569
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		73,398
Net Assets		$ 7,993,983

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

Annual Report

Statement of Assets and Liabilities - continued

	April 30, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,389,198 ÷ 131,250 shares)		$ 10.58

Maximum offering price per share (100/94.25 of $10.58)		$ 11.23
Class T: Net Asset Value and redemption price per share ($1,631,437 ÷ 154,279 shares)		$ 10.57

Maximum offering price per share (100/96.50 of $10.57)		$ 10.95
Class C: Net Asset Value and offering price per share ($3,011,125 ÷ 285,283 shares)^A		$ 10.55

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,962,223 ÷ 185,215 shares)		$ 10.59

^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.

Annual Report

Financial Statements - continued

Statement of Operations

	For the period December 12, 2013 (commencement of operations) to April 30, 2014

Investment Income
Dividends		$ 27,546
Special dividends		17,849
Interest		9
Income from Fidelity Central Funds		54
Total income		45,458

Expenses
Management fee	$ 18,516
Transfer agent fees	2,818
Distribution and service plan fees	10,181
Accounting fees and expenses	847
Custodian fees and expenses	10,429
Independent trustees' compensation	5
Registration fees	29,800
Audit	31,768
Miscellaneous	413
Total expenses before reductions	104,777
Expense reductions	(67,208)	37,569
Net investment income (loss)		7,889
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	74,030
Foreign currency transactions	539
Total net realized gain (loss)		74,569
Change in net unrealized appreciation (depreciation) on: Investment securities	73,402
Assets and liabilities in foreign currencies	(4)
Total change in net unrealized appreciation (depreciation)		73,398
Net gain (loss)		147,967
Net increase (decrease) in net assets resulting from operations		$ 155,856

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

Annual Report

Statement of Changes in Net Assets

	For the period December 12, 2013 (commencement of operations) to April 30, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,889
Net realized gain (loss)	74,569
Change in net unrealized appreciation (depreciation)	73,398
Net increase (decrease) in net assets resulting from operations	155,856
Share transactions - net increase (decrease)	7,838,127
Total increase (decrease) in net assets	7,993,983

Net Assets
Beginning of period	-
End of period (including undistributed net investment income of $7,889)	$ 7,993,983

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

Annual Report

Financial Highlights - Class A

Year ended April 30,	2014 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.02 ^H
Net realized and unrealized gain (loss) ^L	.56
Total from investment operations	.58
Net asset value, end of period	$ 10.58
Total Return ^{B, C, D,} ^L	5.80%
Ratios to Average Net Assets ^{F, J}
Expenses before reductions	4.76% ^A
Expenses net of fee waivers, if any	1.55% ^A
Expenses net of all reductions	1.55% ^A
Net investment income (loss)	.59% ^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,389
Portfolio turnover rate ^G	57% ^K

^A Annualized

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

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

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

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

^F Fees and expenses of any 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 Investment income per share reflects large, non-recurring dividends which amounted to $.03 per share. Excluding these non-recurring dividends, the ratio of net investment income (loss) to average net assets would have been (.25)%.

^I For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^J 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 reductions from 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.

^K Amount not annualized.

^L Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.70%.

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

Annual Report

Financial Highlights - Class T

Year ended April 30,	2014 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.01 ^H
Net realized and unrealized gain (loss) ^L	.56
Total from investment operations	.57
Net asset value, end of period	$ 10.57
Total Return ^{B,C, D,} ^L	5.70%
Ratios to Average Net Assets ^{F, J}
Expenses before reductions	4.95% ^A
Expenses net of fee waivers, if any	1.80% ^A
Expenses net of all reductions	1.80% ^A
Net investment income (loss)	.34% ^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,631
Portfolio turnover rate ^G	57% ^K

^A Annualized

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

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

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

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

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

^I For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^K Amount not annualized.

^L Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.60%.

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

Annual Report

Financial Highlights - Class C

Year ended April 30,	2014 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01) ^H
Net realized and unrealized gain (loss) ^L	.56
Total from investment operations	.55
Net asset value, end of period	$ 10.55
Total Return ^{B, C, D,} ^L	5.50%
Ratios to Average Net Assets ^{F, J}
Expenses before reductions	5.38% ^A
Expenses net of fee waivers, if any	2.30% ^A
Expenses net of all reductions	2.30% ^A
Net investment income (loss)	(.16)% ^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,011
Portfolio turnover rate ^G	57% ^K

^A Annualized

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

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

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

^I For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^K Amount not annualized.

^L Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.40%.

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

Annual Report

Financial Highlights - Institutional Class

Year ended April 30,	2014 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.03 ^G
Net realized and unrealized gain (loss) ^K	.56
Total from investment operations	.59
Net asset value, end of period	$ 10.59
Total Return ^{B, C,} ^K	5.90%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	4.50% ^A
Expenses net of fee waivers, if any	1.30% ^A
Expenses net of all reductions	1.30% ^A
Net investment income (loss)	.84% ^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,962
Portfolio turnover rate ^F	57% ^J

^A Annualized

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

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

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

^E Fees and expenses of any 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 Investment income per share reflects large, non-recurring dividends which amounted to $.03 per share. Excluding these non-recurring dividends, the ratio of net investment income (loss) to average net assets would have been less than (.01)%.

^H For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^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 reductions from 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.

^J Amount not annualized.

^K Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.80%.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

1. Organization.

Fidelity Advisor® Event Driven Opportunities Fund (the Fund) is a non-diversified fund of Fidelity Commonwealth 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 C 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.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser 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 the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website 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 website 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 (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Fund:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and 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 rates 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 net asset value (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. 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. As of April 30, 2014, the Fund did not have any unrecognized tax benefits in the financial statements; nor is the Fund aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. 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.

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. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 365,326
Gross unrealized depreciation	(355,876)
Net unrealized appreciation (depreciation) on securities and other investments	$ 9,450

Tax Cost	$ 7,962,939

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 146,044
Undistributed long-term capital gain	$ 366
Net unrealized appreciation (depreciation)	$ 9,446

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,101,572 and $3,267,178, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .10% 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 Institutional Class of the Fund as compared to its benchmark index, the Russell 3000 Index, over the same 36 month performance period. The Fund's performance adjustment will not take effect until December 1, 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate was .85% of the Fund's average net assets.

Distribution and Service Plan Fees. 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 the investment adviser, 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, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	- %	.25%	$ 982	$ 982
Class T	.25%	.25%	1,948	1,948
Class C	.75%	.25%	7,251	7,251
			$ 10,181	$ 10,181

Sales Load. FDC may receive 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. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, and Class C redemptions. The deferred sales charges range from 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 1,677
Class T	310
Class C*	-
	$ 1,987

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 554	.14
Class T	561	.15
Class C	932	.13
Institutional Class	771	.12
	$ 2,818

* Annualized

Accounting Fees. Fidelity Service Company, Inc. (FSC),an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1,179 for the period.

Other. During the period, the Fund recorded a reimbursement from the investment adviser of $7,819 for an operational error which is included in net realized gain (loss) in the accompanying Statement of Operations.

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $1 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

The investment adviser contractually agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. This reimbursement will remain in place through June 30, 2015. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement

Class A	1.55%	$ 12,341
Class T	1.80%	12,034
Class C	2.30%	21,817
Institutional Class	1.30%	20,945
		$ 67,137

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $71 for the period.

Annual Report

8. Share Transactions.

Transactions for each class of shares were as follows:

Year ended April 30,	Shares 2014 ^A	Dollars 2014 ^A
Class A
Shares sold	131,986	$ 1,364,746
Shares redeemed	(736)	(7,809)
Net increase (decrease)	131,250	$ 1,356,937
Class T
Shares sold	154,500	$ 1,621,966
Shares redeemed	(221)	(2,291)
Net increase (decrease)	154,279	$ 1,619,675
Class C
Shares sold	287,641	$ 3,003,500
Shares redeemed	(2,358)	(25,282)
Net increase (decrease)	285,283	$ 2,978,218
Institutional Class
Shares sold	185,215	$ 1,883,297
Net increase (decrease)	185,215	$ 1,883,297

^A Share transactions are for the period December 12, 2013 (commencement of operations) to April 30, 2014.

9. 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 investment adviser or its affiliates were the owners of record of 33% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of Fidelity Advisor Event Driven Opportunities 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 Advisor Event Driven Opportunities Fund (a fund of Fidelity Commonwealth Trust) at April 30, 2014, the results of its operations, the changes in its net assets and the financial highlights from December 12, 2013 (commencement of operations) to April 30, 2014, 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 Advisor Event Driven Opportunities 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 April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

June 19, 2014

Annual Report

Trustees and Officers

The Trustees, Member of the Advisory Board, and officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, Ned C. Lautenbach, and William S. Stavropoulos, each of the Trustees oversees 173 funds. Mr. Curvey oversees 396 funds. Mr. Lautenbach and Mr. Stavropoulos each oversees 247 funds.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

⁺ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the fund.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2013 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2013 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Advisor Event Driven Opportunities Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities, and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Class A	06/09/2014	06/06/2014	$0.014	$0.174
Class T	06/09/2014	06/06/2014	$0.011	$0.174
Class C	06/09/2014	06/06/2014	$0.000	$0.171

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014, $366, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Event Driven Opportunities Fund

On November 13, 2013, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers, and also considered the fund's investment objective, strategies, and related investment philosophy). The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be 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. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians and subcustodians.

The Board noted that the growth of fund assets over time 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 telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

Annual Report

Investment Performance. The fund is a new fund and therefore had no historical performance for the Board to review at the time it approved the fund's Advisory Contracts. The Board considered the Investment Advisers' strength in fundamental, research-driven security selection, which the Board is familiar with through its supervision of other Fidelity funds.

Based on its review, the Board concluded that the nature, extent, and quality of services to be provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's proposed management fee and the projected total expense ratio of each class of the fund in reviewing the Advisory Contracts. The Board noted that, although the fund's proposed management fee rate is higher than the median fee rate of funds with similar, broadly defined Lipper investment objective categories, the fund's management fee rate is lower than the fee rates of funds in a newly created Lipper investment objective category that focuses on event driven investment strategies (regardless of whether their management fee structures are comparable).

In its review of each class's total expenses, the Board noted that the projected total expense ratio of each class of the fund is above the median of those funds and classes in the broadly defined Lipper investment objective category discussed above that have a similar sales load structure. The Board also considered the total expense ratio of a representative class of the fund compared to the total expenses (net of any reimbursements and waivers, and excluding any dividend and interest from short selling, fees and expenses of underlying funds and 12b-1 fees) of representative classes of funds in the newly created Lipper investment objective category that focuses on event driven investment strategies. In reviewing these comparisons, the Board observed that FMR had contractually agreed to reimburse each class of the fund to the extent total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of average net assets of each class exceed a certain limit.

Based on its review, the Board concluded that the management fee and the projected total expense ratio of each class of the fund were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Costs of the Services and Profitability. The fund is a new fund and therefore no revenue, cost, or profitability data was available for the Board to review in respect of the fund at the time it approved the Advisory Contracts. In connection with its future renewal of the fund's Advisory Contracts, the Board will consider the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Economies of Scale. The Board will consider economies of scale when there is operating experience to permit assessment thereof. It noted that, notwithstanding the entrepreneurial risk associated with a new fund, the management fee was at a level normally associated, by comparison with competitors, with very high fund net assets, and Fidelity asserted to the Board that the level of the fee anticipated economies of scale at lower asset levels even before, if ever, economies of scale are achieved. The Board also noted that the fund and its shareholders would have access to the very considerable number and variety of services available through Fidelity and its affiliates.

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

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

AEDO-UANN-0614
1.9585366.100

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Event Driven Opportunities

Fund - Institutional Class

Annual Report

April 30, 2014

(Fidelity Cover Art)

Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Summary	(Click Here)	A summary of the fund's holdings.
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)
Trustees and Officers	(Click Here)
Distributions	(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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Management's Discussion of Fund Performance

Comments from Arvind Navaratnam, Portfolio Manager of Fidelity Advisor® Event Driven Opportunities Fund: From inception on December 12, 2013, through April 30, 2014, the fund's Institutional Class shares advanced 5.90%, compared with 6.55% for its benchmark, the Russell 3000® Index. French electronics and entertainment retailer Groupe FNAC was by far the biggest relative contributor this period and the fund's second-largest holding, on average. Last year, Groupe FNAC spun off from French luxury goods holding firm PPR, and its stock began trading at a very depressed price. The stock rose in late February when the firm announced better-than-expected earnings, increased market share and a stronger financial profile. By contrast, the fund's sizable stake in Comverse was a big detractor this period. The technology firm develops and markets telecommunications software and has been undergoing a turnaround after it spun off from parent company Comverse Technology in 2012. The stock plunged in April after Comverse announced fourth-quarter and year-over-year revenue declines that disappointed investors, which hurt the fund. Despite this bumpy period, I remained optimistic that Comverse could be a longer-term success story and held my position. Groupe FNAC and Comverse were not included in the Russell 3000® Index.

Annual Report

Shareholder Expense Example

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value	Ending Account Value April 30, 2014	Expenses Paid During Period
Class A	1.55%
Actual		$ 1,000.00	$ 1,058.00	$ 6.12^C
Hypothetical^A		$ 1,000.00	$ 1,017.11	$ 7.75^D
Class T	1.80%
Actual		$ 1,000.00	$ 1,057.00	$ 7.10^C
Hypothetical^A		$ 1,000.00	$ 1,015.87	$ 9.00^D
Class C	2.30%
Actual		$ 1,000.00	$ 1,055.00	$ 9.06^C
Hypothetical^A		$ 1,000.00	$ 1,013.39	$ 11.48^D
Institutional Class	1.30%
Actual		$ 1,000.00	$ 1,059.00	$ 5.13^C
Hypothetical^A		$ 1,000.00	$ 1,018.35	$ 6.51^D

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

^D Hypothetical 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).

Annual Report

Investment Summary (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets
PRG-Schultz International, Inc.	3.1
Tessera Technologies, Inc.	3.0
Dean Foods Co.	2.5
Progressive Waste Solution Ltd. (Canada)	2.5
Murphy U.S.A., Inc.	2.5
Destination XL Group, Inc.	2.5
Sotheby's Class A (Ltd. vtg.)	2.5
Darden Restaurants, Inc.	2.3
Bravo Brio Restaurant Group, Inc.	2.3
Quantum Corp.	2.3
	25.5
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets
Consumer Discretionary	31.4
Information Technology	22.0
Industrials	12.9
Financials	10.7
Health Care	6.0

Asset Allocation (% of fund's net assets)
As of April 30, 2014 *
	Stocks 99.7%
	Net Other Assets (Liabilities) 0.3%

* Foreign investments

11.6%

doi202832

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.7%
	Shares		Value
CONSUMER DISCRETIONARY - 31.4%
Auto Components - 2.4%
Allison Transmission Holdings, Inc.	3,908		$ 116,615
Lear Corp.	901		74,837
			191,452
Diversified Consumer Services - 4.7%
Apollo Ed Group, Inc. Class A (non-vtg.) (a)	3,184		91,890
DeVry, Inc.	1,895		85,332
Sotheby's Class A (Ltd. vtg.)	4,739		199,322
			376,544
Hotels, Restaurants & Leisure - 5.5%
Bravo Brio Restaurant Group, Inc. (a)	12,327		184,535
Darden Restaurants, Inc.	3,780		187,904
Scientific Games Corp. Class A (a)	5,810		69,604
			442,043
Internet & Catalog Retail - 0.8%
FTD Companies, Inc. (a)	2,207		66,960
Media - 3.0%
Liberty Media Corp. Class A (a)	608		78,864
New Media Investment Group, Inc. (a)	5,720		81,624
News Corp. Class A (a)	4,524		76,998
			237,486
Multiline Retail - 1.1%
Big Lots, Inc. (a)	2,247		88,757
Specialty Retail - 13.9%
Abercrombie & Fitch Co. Class A	2,930		107,707
Chico's FAS, Inc.	9,735		154,592
CST Brands, Inc.	2,420		78,965
Destination XL Group, Inc. (a)	37,196		200,858
Groupe FNAC SA (a)	1,965		94,052
Murphy U.S.A., Inc. (a)	4,727		200,898
Office Depot, Inc. (a)	38,408		157,089
Signet Jewelers Ltd.	1,150		116,518
			1,110,679
TOTAL CONSUMER DISCRETIONARY			2,513,921
CONSUMER STAPLES - 5.5%
Beverages - 1.0%
Crimson Wine Group Ltd. (a)	9,168		81,504
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 4.5%
Dean Foods Co.	12,805		$ 202,831
Kraft Foods Group, Inc.	1,332		75,738
WhiteWave Foods Co. (a)	2,780		76,978
			355,547
TOTAL CONSUMER STAPLES			437,051
ENERGY - 5.0%
Energy Equipment & Services - 3.1%
Dresser-Rand Group, Inc. (a)	1,300		78,572
Era Group, Inc. (a)	1,945		55,530
Oil States International, Inc. (a)	1,203		116,859
			250,961
Oil, Gas & Consumable Fuels - 1.9%
QEP Resources, Inc.	2,441		74,914
The Williams Companies, Inc.	1,850		78,015
			152,929
TOTAL ENERGY			403,890
FINANCIALS - 10.7%
Banks - 1.0%
First Horizon National Corp.	6,704		77,029
Consumer Finance - 1.0%
Encore Capital Group, Inc. (a)	1,780		76,932
Diversified Financial Services - 0.9%
MSCI, Inc. Class A (a)	1,819		73,742
Insurance - 1.0%
Fidelity National Financial, Inc. Class A	2,516		80,965
Real Estate Investment Trusts - 4.9%
Ashford Hospitality Prime, Inc.	4,949		75,918
CommonWealth REIT	3,118		79,228
Gaming & Leisure Properties	1,932		71,001
New Residential Investment Corp.	14,700		89,670
Starwood Waypoint Residential (a)	2,830		76,891
			392,708
Thrifts & Mortgage Finance - 1.9%
Fannie Mae (a)	9,734		37,963
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Fox Chase Bancorp, Inc.	4,497		$ 75,010
Freddie Mac (a)	9,710		37,966
			150,939
TOTAL FINANCIALS			852,315
HEALTH CARE - 6.0%
Health Care Equipment & Supplies - 1.1%
Hologic, Inc. (a)	4,320		90,655
Pharmaceuticals - 4.9%
AbbVie, Inc.	2,380		123,950
Allergan, Inc.	560		92,870
Mallinckrodt PLC (a)	1,232		87,755
Zoetis, Inc. Class A	2,768		83,760
			388,335
TOTAL HEALTH CARE			478,990
INDUSTRIALS - 12.9%
Building Products - 1.0%
Allegion PLC	1,634		80,638
Commercial Services & Supplies - 6.3%
ADT Corp.	2,633		79,622
Clean Harbors, Inc. (a)	1,360		81,600
Progressive Waste Solution Ltd. (Canada)	8,266		201,211
R.R. Donnelley & Sons Co.	3,869		68,094
Recall Holdings Ltd. (a)	18,414		77,493
			508,020
Construction & Engineering - 1.7%
URS Corp.	2,810		132,407
Electrical Equipment - 0.9%
OSRAM Licht AG (a)	1,354		70,875
Machinery - 3.0%
Hyster-Yale Materials Handling Class A	831		80,100
SPX Corp.	783		79,741
Valmet Corp.	6,800		78,868
			238,709
TOTAL INDUSTRIALS			1,030,649
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 22.0%
Communications Equipment - 4.9%
EMCORE Corp. (a)	16,501		$ 79,700
JDS Uniphase Corp. (a)	6,210		78,681
Juniper Networks, Inc. (a)	3,080		76,045
Riverbed Technology, Inc. (a)	8,110		157,740
			392,166
Electronic Equipment & Components - 0.9%
Knowles Corp. (a)	2,560		71,501
IT Services - 6.0%
Blackhawk Network Holdings, Inc. (a)	3,400		78,302
ManTech International Corp. Class A	2,740		81,734
PRG-Schultz International, Inc. (a)	38,090		244,917
Science Applications International Corp.	1,970		76,830
			481,783
Semiconductors & Semiconductor Equipment - 4.0%
Advanced Micro Devices, Inc. (a)	18,267		74,712
Tessera Technologies, Inc.	11,020		241,669
			316,381
Software - 2.9%
Compuware Corp.	7,518		77,886
Comverse, Inc. (a)	6,281		156,648
			234,534
Technology Hardware, Storage & Peripherals - 3.3%
Lexmark International, Inc. Class A	1,896		81,528
Quantum Corp. (a)	167,617		181,026
			262,554
TOTAL INFORMATION TECHNOLOGY			1,758,919
MATERIALS - 4.2%
Chemicals - 2.8%
Air Products & Chemicals, Inc.	652		76,623
Ashland, Inc.	778		75,155
Calgon Carbon Corp. (a)	3,602		72,148
			223,926
Containers & Packaging - 1.4%
Orora Ltd.	88,812		114,684
TOTAL MATERIALS			338,610
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 1.0%
TW Telecom, Inc. (a)	2,599		$ 79,763
UTILITIES - 1.0%
Gas Utilities - 1.0%
ONE Gas, Inc.	2,140		78,281
TOTAL INVESTMENT PORTFOLIO - 99.7% (Cost $7,898,987)			7,972,389
NET OTHER ASSETS (LIABILITIES) - 0.3%			21,594
NET ASSETS - 100%		$ 7,993,983

Legend

(a) Non-income producing

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	$ 54

Other Information

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

United States of America	88.4%
Canada	2.5%
Australia	2.4%
Ireland	2.1%
Bermuda	1.5%
France	1.2%
Finland	1.0%
Others (Individually Less Than 1%)	0.9%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $7,898,987)		$ 7,972,389
Cash		30,004
Receivable for investments sold		195,296
Receivable for fund shares sold		73,649
Dividends receivable		5,478
Distributions receivable from Fidelity Central Funds		4
Receivable from investment adviser		28,474
Other receivables		69
Total assets		8,305,363

Liabilities
Payable for investments purchased	$ 236,645
Accrued management fee	5,563
Audit fee payable	29,995
Registration fee payable	25,786
Distribution and service plan fees payable	3,396
Other affiliated payables	1,097
Other payables and accrued expenses	8,898
Total liabilities		311,380

Net Assets		$ 7,993,983
Net Assets consist of:
Paid in capital		$ 7,838,127
Undistributed net investment income		7,889
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		74,569
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		73,398
Net Assets		$ 7,993,983

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

Annual Report

Statement of Assets and Liabilities - continued

	April 30, 2014

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($1,389,198 ÷ 131,250 shares)		$ 10.58

Maximum offering price per share (100/94.25 of $10.58)		$ 11.23
Class T: Net Asset Value and redemption price per share ($1,631,437 ÷ 154,279 shares)		$ 10.57

Maximum offering price per share (100/96.50 of $10.57)		$ 10.95
Class C: Net Asset Value and offering price per share ($3,011,125 ÷ 285,283 shares)^A		$ 10.55

Institutional Class: Net Asset Value, offering price and redemption price per share ($1,962,223 ÷ 185,215 shares)		$ 10.59

^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.

Annual Report

Financial Statements - continued

Statement of Operations

	For the period December 12, 2013 (commencement of operations) to April 30, 2014

Investment Income
Dividends		$ 27,546
Special dividends		17,849
Interest		9
Income from Fidelity Central Funds		54
Total income		45,458

Expenses
Management fee	$ 18,516
Transfer agent fees	2,818
Distribution and service plan fees	10,181
Accounting fees and expenses	847
Custodian fees and expenses	10,429
Independent trustees' compensation	5
Registration fees	29,800
Audit	31,768
Miscellaneous	413
Total expenses before reductions	104,777
Expense reductions	(67,208)	37,569
Net investment income (loss)		7,889
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	74,030
Foreign currency transactions	539
Total net realized gain (loss)		74,569
Change in net unrealized appreciation (depreciation) on: Investment securities	73,402
Assets and liabilities in foreign currencies	(4)
Total change in net unrealized appreciation (depreciation)		73,398
Net gain (loss)		147,967
Net increase (decrease) in net assets resulting from operations		$ 155,856

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

Annual Report

Statement of Changes in Net Assets

	For the period December 12, 2013 (commencement of operations) to April 30, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,889
Net realized gain (loss)	74,569
Change in net unrealized appreciation (depreciation)	73,398
Net increase (decrease) in net assets resulting from operations	155,856
Share transactions - net increase (decrease)	7,838,127
Total increase (decrease) in net assets	7,993,983

Net Assets
Beginning of period	-
End of period (including undistributed net investment income of $7,889)	$ 7,993,983

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

Annual Report

Financial Highlights - Class A

Year ended April 30,	2014 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.02 ^H
Net realized and unrealized gain (loss) ^L	.56
Total from investment operations	.58
Net asset value, end of period	$ 10.58
Total Return ^{B, C, D,} ^L	5.80%
Ratios to Average Net Assets ^{F, J}
Expenses before reductions	4.76% ^A
Expenses net of fee waivers, if any	1.55% ^A
Expenses net of all reductions	1.55% ^A
Net investment income (loss)	.59% ^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,389
Portfolio turnover rate ^G	57% ^K

^A Annualized

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

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

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

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

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

^I For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^K Amount not annualized.

^L Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.70%.

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

Annual Report

Financial Highlights - Class T

Year ended April 30,	2014 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.01 ^H
Net realized and unrealized gain (loss) ^L	.56
Total from investment operations	.57
Net asset value, end of period	$ 10.57
Total Return ^{B,C, D,} ^L	5.70%
Ratios to Average Net Assets ^{F, J}
Expenses before reductions	4.95% ^A
Expenses net of fee waivers, if any	1.80% ^A
Expenses net of all reductions	1.80% ^A
Net investment income (loss)	.34% ^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,631
Portfolio turnover rate ^G	57% ^K

^A Annualized

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

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

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

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

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

^I For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^K Amount not annualized.

^L Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.60%.

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

Annual Report

Financial Highlights - Class C

Year ended April 30,	2014 ^I
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01) ^H
Net realized and unrealized gain (loss) ^L	.56
Total from investment operations	.55
Net asset value, end of period	$ 10.55
Total Return ^{B, C, D,} ^L	5.50%
Ratios to Average Net Assets ^{F, J}
Expenses before reductions	5.38% ^A
Expenses net of fee waivers, if any	2.30% ^A
Expenses net of all reductions	2.30% ^A
Net investment income (loss)	(.16)% ^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 3,011
Portfolio turnover rate ^G	57% ^K

^A Annualized

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

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

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

^I For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^K Amount not annualized.

^L Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.40%.

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

Annual Report

Financial Highlights - Institutional Class

Year ended April 30,	2014 ^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.03 ^G
Net realized and unrealized gain (loss) ^K	.56
Total from investment operations	.59
Net asset value, end of period	$ 10.59
Total Return ^{B, C,} ^K	5.90%
Ratios to Average Net Assets ^{E, I}
Expenses before reductions	4.50% ^A
Expenses net of fee waivers, if any	1.30% ^A
Expenses net of all reductions	1.30% ^A
Net investment income (loss)	.84% ^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,962
Portfolio turnover rate ^F	57% ^J

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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 For the period December 12, 2013 (commencement of operations) to April 30, 2014.

^J Amount not annualized.

^K Amount includes a reimbursement from the investment adviser for an operational error which amounted to $.01 per share. Excluding this reimbursement, the total return would have been 5.80%.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Annual Report

3. Significant Accounting Policies - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Class Allocations and Expenses - continued

Book-tax differences are primarily due to foreign currency transactions and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 365,326
Gross unrealized depreciation	(355,876)
Net unrealized appreciation (depreciation) on securities and other investments	$ 9,450

Tax Cost	$ 7,962,939

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 146,044
Undistributed long-term capital gain	$ 366
Net unrealized appreciation (depreciation)	$ 9,446

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $11,101,572 and $3,267,178, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	- %	.25%	$ 982	$ 982
Class T	.25%	.25%	1,948	1,948
Class C	.75%	.25%	7,251	7,251
			$ 10,181	$ 10,181

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Sales Load - continued

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

	Retained by FDC
Class A	$ 1,677
Class T	310
Class C*	-
	$ 1,987

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

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 554	.14
Class T	561	.15
Class C	932	.13
Institutional Class	771	.12
	$ 2,818

* Annualized

Annual Report

Notes to Financial Statements - continued

6. Committed Line of Credit.

7. Expense Reductions.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement

Class A	1.55%	$ 12,341
Class T	1.80%	12,034
Class C	2.30%	21,817
Institutional Class	1.30%	20,945
		$ 67,137

Annual Report

8. Share Transactions.

Transactions for each class of shares were as follows:

Year ended April 30,	Shares 2014 ^A	Dollars 2014 ^A
Class A
Shares sold	131,986	$ 1,364,746
Shares redeemed	(736)	(7,809)
Net increase (decrease)	131,250	$ 1,356,937
Class T
Shares sold	154,500	$ 1,621,966
Shares redeemed	(221)	(2,291)
Net increase (decrease)	154,279	$ 1,619,675
Class C
Shares sold	287,641	$ 3,003,500
Shares redeemed	(2,358)	(25,282)
Net increase (decrease)	285,283	$ 2,978,218
Institutional Class
Shares sold	185,215	$ 1,883,297
Net increase (decrease)	185,215	$ 1,883,297

^A Share transactions are for the period December 12, 2013 (commencement of operations) to April 30, 2014.

9. Other.

At the end of the period, the investment adviser or its affiliates were the owners of record of 33% of the total outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of Fidelity Advisor Event Driven Opportunities Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

June 19, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-877-208-0098.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2013 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2013 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Dividends	Capital Gains
Institutional Class	06/09/2014	06/06/2014	$0.021	$0.174

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014, $366, or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Event Driven Opportunities Fund

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services to be provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

(Fidelity Investment logo)(registered trademark)

AEDOI-UANN-0614
1.9585376.100

Fidelity®

Event Driven Opportunities

Fund

Annual Report

April 30, 2014

(Fidelity Cover Art)

Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Summary	(Click Here)	A summary of the fund's holdings.
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)
Trustees and Officers	(Click Here)
Distributions	(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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by higher consumer spending and the lowest unemployment since 2008 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from Arvind Navaratnam, Portfolio Manager of Fidelity® Event Driven Opportunities Fund: From inception on December 12, 2013, through April 30, 2014, the fund's Retail Class shares advanced 5.77%, compared with 6.55% for its benchmark, the Russell 3000® Index. French electronics and entertainment retailer Groupe FNAC was by far the biggest relative contributor this period and the fund's second-largest holding, on average. Last year, Groupe FNAC spun off from French luxury goods holding firm PPR, and its stock began trading at a very depressed price. The stock rose in late February when the firm announced better-than-expected earnings, increased market share and a stronger financial profile. By contrast, the fund's sizable stake in Comverse was a big detractor this period. The technology firm develops and markets telecommunications software and has been undergoing a turnaround after it spun off from parent company Comverse Technology in 2012. The stock plunged in April after Comverse announced fourth-quarter and year-over-year revenue declines that disappointed investors, which hurt the fund. Despite this bumpy period, I remained optimistic that Comverse could be a longer-term success story and held my position. Groupe FNAC and Comverse were not included in the Russell 3000® Index.

Annual 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.

Actual Expenses

The first line of the accompanying table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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 provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. 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.

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value	Ending Account Value April 30, 2014	Expenses Paid During Period
Actual	1.30%	$ 1,000.00	$ 1,057.70	$ 5.13^C
Hypothetical^A		$ 1,000.00	$ 1,018.35	$ 6.51^D

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

^C Actual expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 140/365 (to reflect the period December 12, 2013 to April 30, 2014).

^D Hypothetical expenses are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Annual Report

Investment Summary (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets
PRG-Schultz International, Inc.	3.0
Tessera Technologies, Inc.	3.0
Dean Foods Co.	2.5
Murphy U.S.A., Inc.	2.5
Destination XL Group, Inc.	2.5
Progressive Waste Solution Ltd. (Canada)	2.5
Sotheby's Class A (Ltd. vtg.)	2.5
Darden Restaurants, Inc.	2.3
Bravo Brio Restaurant Group, Inc.	2.3
Quantum Corp.	2.3
	25.4
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets
Consumer Discretionary	31.1
Information Technology	21.8
Industrials	12.9
Financials	10.7
Health Care	6.0

Asset Allocation (% of fund's net assets)
As of April 30, 2014*
	Stocks 99.4%
	Short-Term Investments and Net Other Assets (Liabilities) 0.6%
* Foreign investments		11.7%

edo1086311

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value
CONSUMER DISCRETIONARY - 31.1%
Auto Components - 2.4%
Allison Transmission Holdings, Inc.	29,849		$ 890,694
Lear Corp.	6,951		577,350
			1,468,044
Diversified Consumer Services - 4.7%
Apollo Ed Group, Inc. Class A (non-vtg.) (a)	24,294		701,125
DeVry, Inc.	14,305		644,154
Sotheby's Class A (Ltd. vtg.)	35,829		1,506,968
			2,852,247
Hotels, Restaurants & Leisure - 5.5%
Bravo Brio Restaurant Group, Inc. (a)	93,177		1,394,860
Darden Restaurants, Inc.	28,600		1,421,706
Scientific Games Corp. Class A (a)	44,600		534,308
			3,350,874
Internet & Catalog Retail - 0.8%
FTD Companies, Inc. (a)	16,797		509,621
Media - 3.0%
Liberty Media Corp. Class A (a)	4,546		589,662
New Media Investment Group, Inc. (a)	43,200		616,464
News Corp. Class A (a)	34,805		592,381
			1,798,507
Multiline Retail - 0.9%
Big Lots, Inc. (a)	14,416		569,432
Specialty Retail - 13.8%
Abercrombie & Fitch Co. Class A	19,120		702,851
Chico's FAS, Inc.	73,605		1,168,847
CST Brands, Inc.	18,590		606,592
Destination XL Group, Inc. (a)	281,236		1,518,674
Groupe FNAC SA (a)	15,365		735,424
Murphy U.S.A., Inc. (a)	35,776		1,520,480
Office Depot, Inc. (a)	290,397		1,187,724
Signet Jewelers Ltd.	8,800		891,616
			8,332,208
TOTAL CONSUMER DISCRETIONARY			18,880,933
CONSUMER STAPLES - 5.5%
Beverages - 1.0%
Crimson Wine Group Ltd. (a)	69,837		620,851
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Food Products - 4.5%
Dean Foods Co.	96,804		$ 1,533,375
Kraft Foods Group, Inc.	10,272		584,066
WhiteWave Foods Co. (a)	21,359		591,431
			2,708,872
TOTAL CONSUMER STAPLES			3,329,723
ENERGY - 5.1%
Energy Equipment & Services - 3.2%
Dresser-Rand Group, Inc. (a)	9,900		598,356
Era Group, Inc. (a)	14,945		426,680
Oil States International, Inc. (a)	9,163		890,094
			1,915,130
Oil, Gas & Consumable Fuels - 1.9%
QEP Resources, Inc.	18,500		567,765
The Williams Companies, Inc.	14,180		597,971
			1,165,736
TOTAL ENERGY			3,080,866
FINANCIALS - 10.7%
Banks - 1.0%
First Horizon National Corp.	51,194		588,219
Consumer Finance - 1.0%
Encore Capital Group, Inc. (a)	13,459		581,698
Diversified Financial Services - 0.9%
MSCI, Inc. Class A (a)	13,909		563,871
Insurance - 1.0%
Fidelity National Financial, Inc. Class A	19,296		620,945
Real Estate Investment Trusts - 4.9%
Ashford Hospitality Prime, Inc.	37,379		573,394
CommonWealth REIT	23,688		601,912
Gaming & Leisure Properties	14,826		544,856
New Residential Investment Corp.	111,792		681,931
Starwood Waypoint Residential (a)	21,400		581,438
			2,983,531
Thrifts & Mortgage Finance - 1.9%
Fannie Mae (a)	74,810		291,759
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Fox Chase Bancorp, Inc.	34,447		$ 574,576
Freddie Mac (a)	74,639		291,838
			1,158,173
TOTAL FINANCIALS			6,496,437
HEALTH CARE - 6.0%
Health Care Equipment & Supplies - 1.2%
Hologic, Inc. (a)	33,200		696,702
Pharmaceuticals - 4.8%
AbbVie, Inc.	18,010		937,961
Allergan, Inc.	4,200		696,528
Mallinckrodt PLC (a)	9,392		668,992
Zoetis, Inc. Class A	20,868		631,466
			2,934,947
TOTAL HEALTH CARE			3,631,649
INDUSTRIALS - 12.9%
Building Products - 1.0%
Allegion PLC	12,354		609,670
Commercial Services & Supplies - 6.3%
ADT Corp.	19,914		602,199
Clean Harbors, Inc. (a)	10,400		624,000
Progressive Waste Solution Ltd. (Canada)	62,284		1,516,114
R.R. Donnelley & Sons Co.	29,418		517,757
Recall Holdings Ltd. (a)	140,151		589,807
			3,849,877
Construction & Engineering - 1.7%
URS Corp.	21,500		1,013,080
Electrical Equipment - 0.9%
OSRAM Licht AG (a)	10,303		539,308
Machinery - 3.0%
Hyster-Yale Materials Handling Class A	6,271		604,462
SPX Corp.	5,923		603,198
Valmet Corp.	51,500		597,310
			1,804,970
TOTAL INDUSTRIALS			7,816,905
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - 21.8%
Communications Equipment - 4.9%
EMCORE Corp. (a)	124,580		$ 601,721
JDS Uniphase Corp. (a)	47,100		596,757
Juniper Networks, Inc. (a)	23,700		585,153
Riverbed Technology, Inc. (a)	61,300		1,192,285
			2,975,916
Electronic Equipment & Components - 0.9%
Knowles Corp. (a)	19,500		544,635
IT Services - 6.0%
Blackhawk Network Holdings, Inc. (a)	25,900		596,477
ManTech International Corp. Class A	20,700		617,481
PRG-Schultz International, Inc. (a)	288,000		1,851,839
Science Applications International Corp.	14,949		583,011
			3,648,808
Semiconductors & Semiconductor Equipment - 4.0%
Advanced Micro Devices, Inc. (a)	140,545		574,829
Tessera Technologies, Inc.	83,204		1,824,664
			2,399,493
Software - 2.7%
Compuware Corp.	56,956		590,064
Comverse, Inc. (a)	41,941		1,046,009
			1,636,073
Technology Hardware, Storage & Peripherals - 3.3%
Lexmark International, Inc. Class A	14,555		625,865
Quantum Corp. (a)	1,267,278		1,368,660
			1,994,525
TOTAL INFORMATION TECHNOLOGY			13,199,450
MATERIALS - 4.3%
Chemicals - 2.8%
Air Products & Chemicals, Inc.	5,012		589,010
Ashland, Inc.	5,988		578,441
Calgon Carbon Corp. (a)	27,722		555,272
			1,722,723
Containers & Packaging - 1.5%
Orora Ltd.	678,979		876,772
TOTAL MATERIALS			2,599,495
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - 1.0%
Diversified Telecommunication Services - 1.0%
TW Telecom, Inc. (a)	19,739		$ 605,790
UTILITIES - 1.0%
Gas Utilities - 1.0%
ONE Gas, Inc.	16,200		592,596
TOTAL COMMON STOCKS (Cost $60,045,765)		60,233,844
Money Market Funds - 0.6%

Fidelity Cash Central Fund, 0.11% (b) (Cost $356,041)	356,041		356,041
TOTAL INVESTMENT PORTFOLIO - 100.0% (Cost $60,401,806)		60,589,885
NET OTHER ASSETS (LIABILITIES) - 0.0%		(18,207)
NET ASSETS - 100%		$ 60,571,678

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 470

Other Information

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

United States of America	88.3%
Canada	2.5%
Australia	2.5%
Ireland	2.1%
Bermuda	1.5%
France	1.2%
Finland	1.0%
Others (Individually Less Than 1%)	0.9%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $60,045,765)	$ 60,233,844
Fidelity Central Funds (cost $356,041)	356,041
Total Investments (cost $60,401,806)		$ 60,589,885
Receivable for investments sold		1,527,147
Receivable for fund shares sold		217,900
Dividends receivable		40,815
Distributions receivable from Fidelity Central Funds		105
Receivable from investment adviser		40,444
Other receivables		493
Total assets		62,416,789

Liabilities
Payable for investments purchased	$ 1,374,424
Payable for fund shares redeemed	371,671
Accrued management fee	40,965
Other affiliated payables	8,502
Other payables and accrued expenses	49,549
Total liabilities		1,845,111

Net Assets		$ 60,571,678
Net Assets consist of:
Paid in capital		$ 59,911,610
Undistributed net investment income		99,726
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		372,297
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		188,045
Net Assets, for 5,729,908 shares outstanding		$ 60,571,678
Net Asset Value, offering price and redemption price per share ($60,571,678 ÷ 5,729,908 shares)		$ 10.57

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

Annual Report

Statement of Operations

	For the period December 12, 2013 (commencement of operations) to April 30, 2014

Investment Income
Dividends		$ 218,405
Special dividends		74,367
Interest		41
Income from Fidelity Central Funds		470
Total income		293,283

Expenses
Management fee	$ 120,745
Transfer agent fees	23,261
Accounting fees and expenses	5,523
Custodian fees and expenses	16,887
Independent trustees' compensation	36
Registration fees	15,637
Audit	28,381
Miscellaneous	396
Total expenses before reductions	210,866
Expense reductions	(31,223)	179,643
Net investment income (loss)		113,640
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	367,436
Foreign currency transactions	4,861
Total net realized gain (loss)		372,297
Change in net unrealized appreciation (depreciation) on: Investment securities	188,079
Assets and liabilities in foreign currencies	(34)
Total change in net unrealized appreciation (depreciation)		188,045
Net gain (loss)		560,342
Net increase (decrease) in net assets resulting from operations		$ 673,982

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	For the period December 12, 2013 (commencement of operations) to April 30, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 113,640
Net realized gain (loss)	372,297
Change in net unrealized appreciation (depreciation)	188,045
Net increase (decrease) in net assets resulting from operations	673,982
Distributions to shareholders from net investment income	(13,914)
Share transactions Proceeds from sales of shares	63,919,219
Reinvestment of distributions	13,095
Cost of shares redeemed	(4,020,704)
Net increase (decrease) in net assets resulting from share transactions	59,911,610
Total increase (decrease) in net assets	60,571,678

Net Assets
Beginning of period	-
End of period (including undistributed net investment income of $99,726)	$ 60,571,678
Other Information Shares
Sold	6,112,213
Issued in reinvestment of distributions	1,275
Redeemed	(383,580)
Net increase (decrease)	5,729,908

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

Annual Report

Financial Highlights

Year ended April 30,	2014^H
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.03^G
Net realized and unrealized gain (loss)^K	.55
Total from investment operations	.58
Distributions from net investment income	(.01)
Net asset value, end of period	$ 10.57
Total Return^{B,C, K}	5.77%
Ratios to Average Net Assets^E,I
Expenses before reductions	1.52%^A
Expenses net of fee waivers, if any	1.30%^A
Expenses net of all reductions	1.30%^A
Net investment income (loss)	.82%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 60,572
Portfolio turnover rate^F	56%^J

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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 large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .28%.

^H For the period December 12, 2013 (commencement of operations) to April 30, 2014.

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

^J Amount not annualized.

^K Amount includes a reimbursement from the investment adviser for an operational error which amounted to less than $.01 per share. Excluding this reimbursement, the total return would have been 5.67%.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

1. Organization.

Fidelity® Event Driven Opportunities Fund (the Fund) is a non-diversified fund of Fidelity Commonwealth 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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. 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Book-tax differences are primarily due to foreign currency transactions and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 2,336,197
Gross unrealized depreciation	(2,601,668)
Net unrealized appreciation (depreciation) on securities and other investments	$ (265,471)

Tax Cost	$ 60,855,356

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 923,207
Undistributed long-term capital gain	$ 2,367
Net unrealized appreciation (depreciation)	$ (265,505)

The tax character of distributions paid was as follows:

	April 30, 2014
Ordinary Income	$ 13,914

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $80,922,826 and $21,180,397, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .60% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. 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 ± .10% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to its benchmark index,the Russell 3000 Index, over the same 36 month performance period. The Fund's performance adjustment will not take effect until December 1, 2014. Subsequent months will be added until the performance period includes 36 months. For the reporting period, the total annualized management fee rate was .85% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .17% of average net assets.

Accounting Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The fee is based on the level of average net assets for each month.

Other. During the period, the Fund recorded a reimbursement from the investment adviser of $54,504 for an operational error which is included in net realized gain (loss) in the accompanying Statement of Operations.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $5 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Expense Reductions.

The investment adviser contractually agreed to reimburse the Fund to the extent annual operating expenses exceeded 1.30% of average net assets. This reimbursement will remain in place through June 30, 2015. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $30,678.

In addition, the investment advisor reimbursed a portion of the Fund's operating expenses during the period in the amount of $30.

Annual Report

7. Expense Reductions - continued

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by $5.

8. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and the Shareholders of Fidelity Event Driven Opportunities 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 Event Driven Opportunities Fund (a fund of Fidelity Commonwealth Trust) at April 30, 2014, the results of its operations, the changes in its net assets and the financial highlights from December 12, 2013 (commencement of operations) to April 30, 2014, 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 Event Driven Opportunities 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 April 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

June 17, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2013 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2013 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Event Driven Opportunities Fund voted to pay on June 9, 2014, to shareholders of record at the opening of business on June 6, 2014, a distribution of $0.143 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.019 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014, $2,367, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 30% of the dividend distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 40% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Event Driven Opportunities Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services to be provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's proposed management fee and the projected total expense ratio of the fund in reviewing the Advisory Contracts. The Board noted that, although the fund's proposed management fee rate is higher than the median fee rate of funds with similar, broadly defined Lipper investment objective categories, the fund's management fee rate is lower than the fee rates of funds in a newly created Lipper investment objective category that focuses on event driven investment strategies (regardless of whether their management fee structures are comparable).

In its review of the fund's total expenses, the Board noted that the projected total expense ratio of the fund is above the median of those funds and classes in the broadly defined Lipper investment objective category discussed above that have a similar sales load structure. The Board also considered the total expense ratio of the fund compared to the total expenses (net of any reimbursements and waivers, and excluding any dividend and interest from short selling, fees and expenses of underlying funds and 12b-1 fees) of representative classes of funds in the newly created Lipper investment objective category that focuses on event driven investment strategies. In reviewing these comparisons, the Board observed that FMR had contractually agreed to reimburse the fund to the extent total operating expenses (excluding interest, certain taxes, certain securities lending costs, brokerage commissions, extraordinary expenses, and acquired fund fees and expenses, if any), as a percentage of its average net assets exceed a certain limit.

Based on its review, the Board concluded that the fund's management fee and projected total expense ratio were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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®) edo1086313
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

EDO-UANN-0614
1.9585356.100

Fidelity®

Large Cap Stock

Fund

Annual Report

April 30, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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)
Trustees and Officers	(Click Here)
Distributions	(Click Here)

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NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended April 30, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Large Cap Stock Fund	25.53%	22.12%	8.84%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Large Cap Stock Fund on April 30, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P 500® Index performed over the same period.

lcs1089210

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by higher consumer spending and the lowest unemployment since 2008 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from Matthew Fruhan, Portfolio Manager of Fidelity® Large Cap Stock Fund: For the year, the fund gained 25.53%, outperforming the S&P 500®. I continued to maintain the fund's heavy concentration in large-caps, and I also found opportunities in several small/mid-cap health care stocks. This was a good move, as security selection in this sector far and away drove the fund's relative performance. The fund's top individual contributor was a non-index stake in Gentium, an Italian biotechnology firm focused on treatments for rare diseases. Its stock benefited on news it would be acquired by Jazz Pharmaceuticals and the deal completed in February. It also helped to hold a non-index stake in Intercept Pharmaceuticals, as the drugmaker's shares soared in January due to much better-than-expected clinical trial results for its drug to treat a liver disease. On the downside, the largest individual detractor came from the retail industry - an overweight in shares of big-box retailer Target, which fell in August after management revised its earnings forecast. Stock picking within industrials hampered performance the most, including an out-of-index stake in Acacia Research, a firm that helps patent owners realize value from their intellectual property. The stock declined on concern about inconsistency in earnings and cash flow.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Actual	.86%	$ 1,000.00	$ 1,088.40	$ 4.45
Hypothetical ^A		$ 1,000.00	$ 1,020.53	$ 4.31

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.8	3.5
Apple, Inc.	3.5	3.7
Microsoft Corp.	2.6	2.5
General Electric Co.	2.4	2.5
Citigroup, Inc.	2.2	1.9
Chevron Corp.	2.0	1.9
Target Corp.	2.0	1.5
Verizon Communications, Inc.	1.8	1.0
Comcast Corp. Class A (special) (non-vtg.)	1.7	1.5
Bank of America Corp.	1.7	1.6
	23.7
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	20.2	20.6
Financials	19.3	20.3
Health Care	13.6	15.0
Energy	11.5	12.1
Consumer Staples	10.7	9.3

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks 97.7%			Stocks 99.0%
	Convertible Securities 0.1%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets (Liabilities) 2.2%			Short-Term Investments and Net Other Assets (Liabilities) 1.0%
* Foreign investments		12.8%	** Foreign investments		11.9%

lcs1089221

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 7.9%
Distributors - 0.1%
LKQ Corp. (a)	148,600		$ 4,327
Diversified Consumer Services - 0.3%
H&R Block, Inc.	291,283		8,278
Hotels, Restaurants & Leisure - 1.1%
McDonald's Corp.	71,100		7,208
Wyndham Worldwide Corp.	45,400		3,239
Yum! Brands, Inc.	275,488		21,210
			31,657
Leisure Products - 0.1%
NJOY, Inc. (a)(e)	195,178		3,304
Media - 2.9%
Comcast Corp. Class A (special) (non-vtg.)	936,913		47,811
Discovery Communications, Inc. Class A (a)	10,223		776
Time Warner, Inc.	475,041		31,571
			80,158
Multiline Retail - 2.0%
Target Corp.	892,419		55,107
Specialty Retail - 1.4%
Lowe's Companies, Inc.	672,670		30,882
PetSmart, Inc.	50,000		3,384
Staples, Inc.	308,175		3,852
			38,118
TOTAL CONSUMER DISCRETIONARY			220,949
CONSUMER STAPLES - 10.7%
Beverages - 3.3%
Diageo PLC	310,043		9,500
Molson Coors Brewing Co. Class B	27,300		1,637
Monster Beverage Corp. (a)	58,314		3,905
PepsiCo, Inc.	261,856		22,491
Pernod Ricard SA	37,700		4,525
Remy Cointreau SA	43,829		3,855
SABMiller PLC	226,618		12,322
The Coca-Cola Co.	811,575		33,104
			91,339
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.5%
CVS Caremark Corp.	149,289		$ 10,856
Walgreen Co.	436,695		29,652
			40,508
Food Products - 0.6%
Kellogg Co.	211,733		14,150
Mead Johnson Nutrition Co. Class A	41,400		3,654
			17,804
Household Products - 1.4%
Procter & Gamble Co.	484,068		39,960
Tobacco - 3.9%
British American Tobacco PLC sponsored ADR	353,109		40,615
Lorillard, Inc.	566,590		33,667
Philip Morris International, Inc.	291,034		24,863
Reynolds American, Inc.	195,400		11,026
			110,171
TOTAL CONSUMER STAPLES			299,782
ENERGY - 11.5%
Energy Equipment & Services - 1.7%
Cameron International Corp. (a)	201,575		13,094
Dresser-Rand Group, Inc. (a)	88,848		5,370
Ensco PLC Class A	160,650		8,105
National Oilwell Varco, Inc.	81,618		6,409
Oceaneering International, Inc.	11,200		821
Schlumberger Ltd.	139,645		14,181
			47,980
Oil, Gas & Consumable Fuels - 9.8%
Amyris, Inc. (a)(d)	1,553,353		5,468
Anadarko Petroleum Corp.	61,100		6,050
Apache Corp.	339,540		29,472
BG Group PLC	1,480,391		29,944
Canadian Natural Resources Ltd.	638,100		26,000
Chevron Corp.	440,957		55,349
Eni SpA	89,500		2,318
Exxon Mobil Corp.	160,752		16,463
Imperial Oil Ltd.	325,400		15,889
Occidental Petroleum Corp.	366,625		35,104
Peabody Energy Corp.	334,468		6,358
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Suncor Energy, Inc.	731,700		$ 28,225
The Williams Companies, Inc.	374,425		15,790
			272,430
TOTAL ENERGY			320,410
FINANCIALS - 19.3%
Banks - 11.3%
Bank of America Corp.	3,154,650		47,761
Citigroup, Inc.	1,288,158		61,716
Comerica, Inc.	58,026		2,799
JPMorgan Chase & Co.	1,920,571		107,507
PNC Financial Services Group, Inc.	128,320		10,784
Standard Chartered PLC (United Kingdom)	1,204,095		26,053
SunTrust Banks, Inc.	183,492		7,020
U.S. Bancorp	415,885		16,960
Wells Fargo & Co.	705,350		35,014
			315,614
Capital Markets - 3.5%
BlackRock, Inc. Class A	13,700		4,124
Charles Schwab Corp.	753,686		20,010
E*TRADE Financial Corp. (a)	146,100		3,280
KKR & Co. LP	144,558		3,283
Morgan Stanley	829,207		25,647
Northern Trust Corp.	227,206		13,689
State Street Corp.	413,642		26,705
			96,738
Consumer Finance - 0.1%
Springleaf Holdings, Inc.	124,150		2,853
Diversified Financial Services - 0.4%
KKR Financial Holdings LLC	596,975		6,889
KKR Renaissance Co-Invest LP unit (e)	20,500		3,302
			10,191
Insurance - 2.9%
AIA Group Ltd.	41,800		203
American International Group, Inc.	372,743		19,804
Genworth Financial, Inc. Class A (a)	819,549		14,629
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Lincoln National Corp.	245,864		$ 11,927
MetLife, Inc.	687,610		35,996
			82,559
Thrifts & Mortgage Finance - 1.1%
MGIC Investment Corp. (a)	827,992		7,121
Radian Group, Inc. (d)	1,732,590		24,222
			31,343
TOTAL FINANCIALS			539,298
HEALTH CARE - 13.6%
Biotechnology - 3.0%
Aegerion Pharmaceuticals, Inc. (a)	85,000		3,762
Amgen, Inc.	205,503		22,965
Biogen Idec, Inc. (a)	43,800		12,576
Clovis Oncology, Inc. (a)	114,240		6,177
Discovery Laboratories, Inc. (a)	635,786		1,132
Insmed, Inc. (a)	78,444		1,094
Intercept Pharmaceuticals, Inc. (a)	104,477		27,594
MEI Pharma, Inc. (a)	460,734		3,603
Synageva BioPharma Corp. (a)	22,956		1,983
XOMA Corp. (a)	417,900		1,855
			82,741
Health Care Equipment & Supplies - 3.4%
Abbott Laboratories	230,775		8,940
Accuray, Inc. (a)	484,599		4,071
Alere, Inc. (a)	1,011,705		33,791
Boston Scientific Corp. (a)	1,644,227		20,734
Edwards Lifesciences Corp. (a)	148,300		12,082
St. Jude Medical, Inc.	145,500		9,235
Stryker Corp.	18,300		1,423
Zimmer Holdings, Inc.	41,800		4,046
			94,322
Health Care Providers & Services - 2.8%
Aetna, Inc.	136,166		9,729
Catamaran Corp. (a)	123,000		4,673
China Cord Blood Corp. (a)	272,300		1,174
Express Scripts Holding Co. (a)	254,867		16,969
McKesson Corp.	115,904		19,610
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Quest Diagnostics, Inc.	107,445		$ 6,009
UnitedHealth Group, Inc.	279,192		20,951
			79,115
Health Care Technology - 0.3%
MedAssets, Inc. (a)	403,709		9,217
Life Sciences Tools & Services - 0.3%
Illumina, Inc. (a)(d)	37,605		5,109
QIAGEN NV (a)	128,205		2,808
Thermo Fisher Scientific, Inc.	10,500		1,197
			9,114
Pharmaceuticals - 3.8%
AbbVie, Inc.	57,000		2,969
Actavis PLC (a)	50,613		10,342
Cardiome Pharma Corp. (a)	234,145		1,805
Flamel Technologies SA sponsored ADR (a)	74,200		891
GlaxoSmithKline PLC sponsored ADR	350,611		19,413
Jazz Pharmaceuticals PLC (a)	40,293		5,436
Johnson & Johnson	132,710		13,442
Merck & Co., Inc.	384,546		22,519
Novartis AG sponsored ADR	87,731		7,627
Teva Pharmaceutical Industries Ltd. sponsored ADR	364,301		17,800
The Medicines Company (a)	58,600		1,559
XenoPort, Inc. (a)	662,317		2,689
			106,492
TOTAL HEALTH CARE			381,001
INDUSTRIALS - 9.9%
Aerospace & Defense - 1.3%
Honeywell International, Inc.	67,920		6,310
KEYW Holding Corp. (a)	194,518		2,500
Rolls-Royce Group PLC	233,400		4,138
The Boeing Co.	152,737		19,706
United Technologies Corp.	25,878		3,062
			35,716
Air Freight & Logistics - 0.9%
C.H. Robinson Worldwide, Inc.	103,642		6,105
United Parcel Service, Inc. Class B	205,675		20,259
			26,364
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - 0.1%
ADT Corp. (d)	97,185		$ 2,939
Electrical Equipment - 0.7%
AMETEK, Inc.	108,870		5,740
Hubbell, Inc. Class B	28,500		3,355
Roper Industries, Inc.	32,865		4,567
Schneider Electric SA	62,100		5,820
			19,482
Industrial Conglomerates - 2.8%
Danaher Corp.	148,392		10,889
General Electric Co.	2,502,503		67,292
			78,181
Machinery - 0.9%
Caterpillar, Inc.	69,967		7,375
Ingersoll-Rand PLC	270,671		16,186
Valmont Industries, Inc.	11,804		1,758
			25,319
Professional Services - 0.9%
Acacia Research Corp. (d)	524,013		8,405
Bureau Veritas SA	169,691		5,179
Exova Group Ltd. PLC (a)	286,500		1,065
Michael Page International PLC	329,144		2,600
Towers Watson & Co.	29,334		3,292
Verisk Analytics, Inc. (a)	70,030		4,208
			24,749
Road & Rail - 2.0%
CSX Corp.	961,299		27,128
Hertz Global Holdings, Inc. (a)	208,600		5,939
J.B. Hunt Transport Services, Inc.	119,300		9,079
Kansas City Southern	40,300		4,065
Norfolk Southern Corp.	103,142		9,750
			55,961
Trading Companies & Distributors - 0.3%
Beacon Roofing Supply, Inc. (a)	81,349		2,894
WESCO International, Inc. (a)	45,488		3,993
			6,887
TOTAL INDUSTRIALS			275,598
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 20.2%
Communications Equipment - 2.3%
Cisco Systems, Inc.	1,845,161		$ 42,642
QUALCOMM, Inc.	260,850		20,532
			63,174
Electronic Equipment & Components - 0.1%
Itron, Inc. (a)	49,541		1,883
Internet Software & Services - 3.3%
Cornerstone OnDemand, Inc. (a)	91,300		3,356
Facebook, Inc. Class A (a)	115,350		6,896
Google, Inc.:
Class A (a)	64,587		34,546
Class C (a)	59,087		31,119
Yahoo!, Inc. (a)	464,050		16,683
			92,600
IT Services - 4.4%
Accenture PLC Class A	12,400		995
Cognizant Technology Solutions Corp. Class A (a)	360,516		17,271
Fidelity National Information Services, Inc.	128,576		6,870
IBM Corp.	52,969		10,407
MasterCard, Inc. Class A	356,500		26,221
Paychex, Inc.	429,039		17,938
Quindell PLC	12,257,886		5,174
The Western Union Co.	354,365		5,624
Unisys Corp. (a)	237,495		5,788
Visa, Inc. Class A	135,170		27,387
			123,675
Semiconductors & Semiconductor Equipment - 1.4%
Applied Materials, Inc.	807,921		15,399
Broadcom Corp. Class A	795,460		24,508
			39,907
Software - 4.5%
Adobe Systems, Inc. (a)	144,990		8,944
Autodesk, Inc. (a)	343,769		16,508
Concur Technologies, Inc. (a)(d)	50,526		4,066
Imperva, Inc. (a)	37,600		860
Microsoft Corp.	1,818,096		73,451
Oracle Corp.	319,439		13,059
Parametric Technology Corp. (a)	128,196		4,534
salesforce.com, Inc. (a)	97,200		5,020
			126,442
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Technology Hardware, Storage & Peripherals - 4.2%
Apple, Inc.	166,547		$ 98,278
EMC Corp.	679,397		17,528
			115,806
TOTAL INFORMATION TECHNOLOGY			563,487
MATERIALS - 2.6%
Chemicals - 2.0%
Airgas, Inc.	86,363		9,177
Chemtura Corp. (a)	103,813		2,315
E.I. du Pont de Nemours & Co.	96,238		6,479
Intrepid Potash, Inc. (a)(d)	212,605		3,465
Johnson Matthey PLC	41,100		2,271
Monsanto Co.	183,373		20,299
Potash Corp. of Saskatchewan, Inc.	132,300		4,782
Syngenta AG (Switzerland)	20,857		8,259
			57,047
Metals & Mining - 0.6%
Freeport-McMoRan Copper & Gold, Inc.	260,900		8,967
Walter Energy, Inc. (d)	861,905		6,206
			15,173
TOTAL MATERIALS			72,220
TELECOMMUNICATION SERVICES - 1.9%
Diversified Telecommunication Services - 1.8%
Verizon Communications, Inc.	1,093,900		51,118
Wireless Telecommunication Services - 0.1%
Vodafone Group PLC sponsored ADR	51,531		1,956
TOTAL TELECOMMUNICATION SERVICES			53,074
UTILITIES - 0.1%
Independent Power Producers & Energy Traders - 0.1%
APR Energy PLC (d)	320,700		4,299
TOTAL COMMON STOCKS (Cost $2,173,072)		2,730,118
Preferred Stocks - 0.1%
	Shares		Value (000s)
Convertible Preferred Stocks - 0.1%
CONSUMER DISCRETIONARY - 0.1%
Leisure Products - 0.1%
NJOY, Inc.:
Series C (e)	49,302		$ 834
Series D (e)	23,907		405
			1,239
Nonconvertible Preferred Stocks - 0.0%
INDUSTRIALS - 0.0%
Aerospace & Defense - 0.0%
Rolls-Royce Group PLC Series C (a)	28,073,000		47
TOTAL PREFERRED STOCKS (Cost $851)		1,286

Convertible Bonds - 0.0%
	Principal Amount (000s)
ENERGY - 0.0%
Oil, Gas & Consumable Fuels - 0.0%
Amyris, Inc.:
3% 2/27/17	$ 395		327
5% 10/15/18 (e)	900		721
			1,048
TOTAL CONVERTIBLE BONDS (Cost $1,295)		1,048

Money Market Funds - 3.6%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	68,130,162		$ 68,130
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	33,112,901		33,113
TOTAL MONEY MARKET FUNDS (Cost $101,243)		101,243
TOTAL INVESTMENT PORTFOLIO - 101.4% (Cost $2,276,461)			2,833,695
NET OTHER ASSETS (LIABILITIES) - (1.4)%			(37,904)
NET ASSETS - 100%		$ 2,795,791

Legend

(a) Non-income producing

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

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $8,567,000 or 0.3% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Amyris, Inc. 5% 10/15/18	10/16/13	$ 900
KKR Renaissance Co-Invest LP unit	7/25/13	$ 2,163
NJOY, Inc.	9/11/13 - 10/24/13	$ 1,577
NJOY, Inc. Series C	6/7/13	$ 399
NJOY, Inc. Series D	2/14/14	$ 405

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 (Amount in thousands)
Fidelity Cash Central Fund	$ 37
Fidelity Securities Lending Cash Central Fund	410
Total	$ 447

Other Information

The following is a summary of the inputs used, as of April 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 222,188	$ 217,645	$ -	$ 4,543
Consumer Staples	299,782	290,282	9,500	-
Energy	320,410	318,092	2,318	-
Financials	539,298	535,996	-	3,302
Health Care	381,001	381,001	-	-
Industrials	275,645	275,645	-	-
Information Technology	563,487	563,487	-	-
Materials	72,220	63,961	8,259	-
Telecommunication Services	53,074	53,074	-	-
Utilities	4,299	4,299	-	-
Corporate Bonds	1,048	-	1,048	-
Money Market Funds	101,243	101,243	-	-
Total Investments in Securities:	$ 2,833,695	$ 2,804,725	$ 21,125	$ 7,845

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

United States of America	87.2%
United Kingdom	6.0%
Canada	3.0%
Ireland	1.2%
Others (Individually Less Than 1%)	2.6%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2014

Assets
Investment in securities, at value (including securities loaned of $32,255) - See accompanying schedule: Unaffiliated issuers (cost $2,175,218)	$ 2,732,452
Fidelity Central Funds (cost $101,243)	101,243
Total Investments (cost $2,276,461)		$ 2,833,695
Cash		43
Receivable for investments sold		9,945
Receivable for fund shares sold		5,809
Dividends receivable		3,830
Interest receivable		27
Distributions receivable from Fidelity Central Funds		69
Prepaid expenses		2
Other receivables		9
Total assets		2,853,429

Liabilities
Payable for investments purchased	$ 19,740
Payable for fund shares redeemed	2,805
Accrued management fee	1,445
Other affiliated payables	471
Other payables and accrued expenses	64
Collateral on securities loaned, at value	33,113
Total liabilities		57,638

Net Assets		$ 2,795,791
Net Assets consist of:
Paid in capital		$ 2,144,072
Undistributed net investment income		9,613
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		84,871
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		557,235
Net Assets, for 100,720 shares outstanding		$ 2,795,791
Net Asset Value, offering price and redemption price per share ($2,795,791 ÷ 100,720 shares)		$ 27.76

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended April 30, 2014

Investment Income
Dividends		$ 40,581
Interest		36
Income from Fidelity Central Funds		447
Total income		41,064

Expenses
Management fee Basic fee	$ 11,589
Performance adjustment	2,121
Transfer agent fees	3,855
Accounting and security lending fees	640
Custodian fees and expenses	78
Independent trustees' compensation	9
Registration fees	118
Audit	56
Legal	5
Miscellaneous	13
Total expenses before reductions	18,484
Expense reductions	(10)	18,474
Net investment income (loss)		22,590
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	129,728
Foreign currency transactions	5
Futures contracts	102
Total net realized gain (loss)		129,835
Change in net unrealized appreciation (depreciation) on: Investment securities	284,088
Assets and liabilities in foreign currencies	(2)
Total change in net unrealized appreciation (depreciation)		284,086
Net gain (loss)		413,921
Net increase (decrease) in net assets resulting from operations		$ 436,511

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended April 30, 2014	Year ended April 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 22,590	$ 14,614
Net realized gain (loss)	129,835	73,564
Change in net unrealized appreciation (depreciation)	284,086	157,498
Net increase (decrease) in net assets resulting from operations	436,511	245,676
Distributions to shareholders from net investment income	(16,216)	(11,530)
Distributions to shareholders from net realized gain	(69,271)	(611)
Total distributions	(85,487)	(12,141)
Share transactions Proceeds from sales of shares	1,311,701	586,821
Reinvestment of distributions	83,435	11,813
Cost of shares redeemed	(438,710)	(295,278)
Net increase (decrease) in net assets resulting from share transactions	956,426	303,356
Total increase (decrease) in net assets	1,307,450	536,891

Net Assets
Beginning of period	1,488,341	951,450
End of period (including undistributed net investment income of $9,613 and undistributed net investment income of $4,254, respectively)	$ 2,795,791	$ 1,488,341
Other Information Shares
Sold	50,053	29,502
Issued in reinvestment of distributions	3,338	594
Redeemed	(16,909)	(14,526)
Net increase (decrease)	36,482	15,570

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

Annual Report

Financial Highlights

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 23.17	$ 19.55	$ 19.10	$ 16.55	$ 11.06
Income from Investment Operations
Net investment income (loss) ^B	.28	.25	.16	.11	.05
Net realized and unrealized gain (loss)	5.48	3.58	.46	2.55	5.52
Total from investment operations	5.76	3.83	.62	2.66	5.57
Distributions from net investment income	(.21)	(.20)	(.15)	(.09)	(.08)
Distributions from net realized gain	(.96)	(.01)	(.03)	(.02)	-
Total distributions	(1.17)	(.21)	(.17) ^F	(.11)	(.08)
Net asset value, end of period	$ 27.76	$ 23.17	$ 19.55	$ 19.10	$ 16.55
Total Return ^A	25.53%	19.74%	3.40%	16.14%	50.48%
Ratios to Average Net Assets ^{C, E}
Expenses before reductions	.88%	.85%	1.03%	.94%	1.04%
Expenses net of fee waivers, if any	.88%	.85%	1.03%	.94%	1.04%
Expenses net of all reductions	.88%	.84%	1.02%	.93%	1.02%
Net investment income (loss)	1.08%	1.21%	.88%	.66%	.32%
Supplemental Data
Net assets, end of period (in millions)	$ 2,796	$ 1,488	$ 951	$ 1,059	$ 1,088
Portfolio turnover rate ^D	31%	53%	64%	108%	186%

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

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

^C Fees and expenses of any 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.

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

^E Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund 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 Fund.

^F Total distributions of $.17 per share is comprised of distributions from net investment income of $.147 and distributions from net realized gain of $.027 per share.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Large Cap Stock Fund (the Fund) is a fund of Fidelity Commonwealth 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable,

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2014, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to futures transactions, foreign currency transactions, partnerships, and losses deferred due to wash sales.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 595,614
Gross unrealized depreciation	(46,750)
Net unrealized appreciation (depreciation) on securities and other investments	$ 548,864

Tax Cost	$ 2,284,831

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 32,937
Undistributed long-term capital gain	$ 69,917
Net unrealized appreciation (depreciation)	$ 548,864

The tax character of distributions paid was as follows:

	April 30, 2014	April 30, 2013
Ordinary Income	$ 27,964	$ 12,141
Long-term Capital Gains	57,523	-
Total	$ 85,487	$ 12,141

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.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including futures contracts. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded futures contracts may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. The Fund used futures contracts to manage its exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end.

Annual Report

4. Derivative Instruments - continued

Futures Contracts - continued

During the period the Fund recognized net realized gain (loss) of $102 to its investment in futures contracts. This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,465,134 and $633,883, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. 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 Fund's relative investment performance as compared to its benchmark index, the S&P® 500 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .65% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .18% of average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $4 and is reflected in Miscellaneous expenses 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 through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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. At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations

Annual Report

8. Security Lending - continued

as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $410, including $1 from securities loaned to FCM.

9. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $9.

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Large Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Large Cap Stock Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of April 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Large Cap Stock Fund as of April 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 13, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2006 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Large Cap Stock fund voted to pay on June 9, 2014, to shareholders of record at the opening of business on June 6, 2014 a distribution of $0.893 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.092 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014 $90,580,905, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% and 85% of the dividends distributed in June and December 2013, respectively, as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% and 95% of the dividend distributed in June and December 2013, respectively, as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research

(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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®) lcs1089223
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

LCS-UANN-0614
1.784725.111

Fidelity®

Mid-Cap Stock

Fund

Annual Report

April 30, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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)
Trustees and Officers	(Click Here)
Distributions	(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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the class' distributions from dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended April 30, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Mid-Cap Stock Fund	23.50%	22.58%	9.89%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Mid-Cap Stock Fund, a class of the fund, on April 30, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P MidCap 400® Index performed over the same period.

mcs723567

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by higher consumer spending and the lowest unemployment since 2008 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from John Roth, Portfolio Manager of Fidelity® Mid-Cap Stock Fund: For the year, the fund's Retail Class shares advanced 23.50%, outpacing the 18.61% gain of the S&P MidCap 400® Index. Versus the index, an out-of-benchmark stake in electric carmaker Tesla Motors was by far the biggest contributor. Shares took off early in the period when Tesla received rave reviews for its first electric luxury vehicle, the Model S. After a bout of turbulence, the stock rose again in the first quarter of 2014, as investors cheered the company's plan to build a battery-manufacturing "gigafactory" in the U.S. I sold much of our stake in Tesla, as the company's risk/reward profile began to look less attractive and the company's market capitalization moved it from a mid-cap to a large-cap stock. By contrast, our out-of-benchmark stake in Kansas City Southern hurt the most. In late January, the stock saw its biggest decline in more than five years when the railroad operator reported fourth-quarter profits and sales that missed analysts' expectations due to a slump in coal shipments. The stock was hit again in February after Mexico's government approved a bill to increase the country's railroad competition - a major blow to the company, which relied on that market for almost half of its revenue. I held onto the stock, believing the company's strengths offset its lackluster performance.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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.

Annual Report

	Annualized Expense Ratio ^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Mid-Cap Stock	.81%
Actual		$ 1,000.00	$ 1,079.00	$ 4.18
Hypothetical^A		$ 1,000.00	$ 1,020.78	$ 4.06
Class K	.69%
Actual		$ 1,000.00	$ 1,079.90	$ 3.56
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.46

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* 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).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
United Rentals, Inc.	1.6	1.2
Henry Schein, Inc.	1.4	1.5
Oceaneering International, Inc.	1.3	1.2
Tupperware Brands Corp.	1.3	0.5
SL Green Realty Corp.	1.2	1.2
Eurofins Scientific SA	1.1	1.1
Gartner, Inc. Class A	1.1	1.3
Edwards Lifesciences Corp.	1.1	0.0
Fidelity National Financial, Inc. Class A	1.0	1.0
Church & Dwight Co., Inc.	1.0	0.9
	12.1
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.7	18.4
Industrials	16.5	15.1
Information Technology	15.5	18.0
Consumer Discretionary	13.7	15.5
Health Care	13.0	13.4

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks 95.2%			Stocks 98.1%
	Other 0.3%			Other 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 4.5%			Short-Term Investments and Net Other Assets (Liabilities) 1.6%
* Foreign investments		9.3%	** Foreign investments		8.6%

mcs723578

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 95.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.7%
Auto Components - 0.3%
Tenneco, Inc. (a)	372,700		$ 22,314
Automobiles - 0.2%
Tesla Motors, Inc. (a)(d)	89,630		18,633
Distributors - 0.4%
Pool Corp.	628,500		37,094
Diversified Consumer Services - 0.3%
H&R Block, Inc.	1,000,000		28,420
Hotels, Restaurants & Leisure - 1.7%
Arcos Dorados Holdings, Inc. Class A (d)	598,463		5,452
Domino's Pizza, Inc.	934,600		69,516
Jubilant Foodworks Ltd. (a)	1,278,413		20,052
Panera Bread Co. Class A (a)	200,000		30,594
Wyndham Worldwide Corp.	376,300		26,845
			152,459
Household Durables - 3.2%
D.R. Horton, Inc.	1,492,933		33,263
Lennar Corp. Class A (d)	447,600		17,273
NVR, Inc. (a)	56,900		61,281
Toll Brothers, Inc. (a)	1,212,187		41,505
Tupperware Brands Corp.	1,374,900		116,743
Wayfair LLC Series B (f)(h)	560,451		14,698
			284,763
Internet & Catalog Retail - 0.3%
Liberty Interactive Corp. Series A (a)	825,000		23,975
Leisure Products - 0.8%
Brunswick Corp.	675,000		27,128
New Academy Holding Co. LLC unit (a)(f)(h)	294,000		47,369
			74,497
Media - 1.0%
Altice S.A.	124,500		7,115
Discovery Communications, Inc. Class A (a)	542,800		41,199
Scripps Networks Interactive, Inc. Class A	520,200		39,051
			87,365
Specialty Retail - 2.7%
Cabela's, Inc. Class A (a)	795,700		52,206
PT ACE Hardware Indonesia Tbk	259,254,600		16,706
Ross Stores, Inc.	324,500		22,092
Sally Beauty Holdings, Inc. (a)	1,274,000		34,920
Tractor Supply Co.	994,000		66,837
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	227,000		$ 19,910
World Duty Free SpA (a)	1,841,330		24,664
			237,335
Textiles, Apparel & Luxury Goods - 2.8%
Brunello Cucinelli SpA (d)	2,172,700		62,396
Hanesbrands, Inc.	1,044,800		85,768
PVH Corp.	216,800		27,224
Under Armour, Inc. Class A (sub. vtg.) (a)	1,521,400		74,381
			249,769
TOTAL CONSUMER DISCRETIONARY			1,216,624
CONSUMER STAPLES - 5.5%
Beverages - 1.0%
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,053,900		84,143
Food & Staples Retailing - 1.0%
Masan Consumer Corp. unit (f)(h)	125,000		11,875
Safeway, Inc.	1,161,700		39,568
United Natural Foods, Inc. (a)	591,826		40,854
			92,297
Food Products - 1.9%
Amira Nature Foods Ltd. (a)(d)	1,292,956		20,118
Ingredion, Inc.	974,800		68,675
The Hershey Co.	339,600		32,683
WhiteWave Foods Co. (a)	1,761,000		48,762
			170,238
Household Products - 1.0%
Church & Dwight Co., Inc.	1,312,500		90,576
Tobacco - 0.6%
Lorillard, Inc.	952,500		56,598
TOTAL CONSUMER STAPLES			493,852
ENERGY - 7.1%
Energy Equipment & Services - 2.1%
Helmerich & Payne, Inc.	454,000		49,327
McDermott International, Inc. (a)(d)	3,100,000		22,413
Oceaneering International, Inc.	1,611,800		118,113
			189,853
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - 5.0%
Antero Resources Corp. (d)	457,500		$ 30,044
Cabot Oil & Gas Corp.	1,886,400		74,098
Cimarex Energy Co.	737,000		87,791
EQT Corp.	441,500		48,119
Holly Energy Partners LP	914,400		29,544
Oasis Petroleum, Inc. (a)	696,300		32,385
Range Resources Corp.	450,000		40,703
SM Energy Co.	950,600		70,468
Southwestern Energy Co. (a)	500,000		23,940
			437,092
TOTAL ENERGY			626,945
FINANCIALS - 16.7%
Banks - 4.2%
City National Corp.	641,700		46,568
Cullen/Frost Bankers, Inc.	821,300		62,756
First Niagara Financial Group, Inc.	2,565,000		22,880
First Republic Bank	1,268,500		64,389
FirstMerit Corp.	1,942,500		37,665
FNB Corp., Pennsylvania	2,502,500		31,131
Huntington Bancshares, Inc.	3,646,900		33,406
M&T Bank Corp. (d)	250,200		30,527
Texas Capital Bancshares, Inc. (a)	425,000		23,881
UMB Financial Corp.	405,000		23,778
			376,981
Capital Markets - 1.1%
Apollo Investment Corp.	3,122,668		24,950
Artisan Partners Asset Management, Inc.	491,454		28,539
KKR & Co. LP	1,696,100		38,518
WisdomTree Investments, Inc. (a)	564,959		6,378
			98,385
Diversified Financial Services - 0.7%
KKR Financial Holdings LLC	4,948,009		57,100
Insurance - 3.8%
Arch Capital Group Ltd. (a)	977,500		56,030
Fairfax Financial Holdings Ltd. (sub. vtg.)	121,500		52,976
Fidelity National Financial, Inc. Class A	2,872,000		92,421
First American Financial Corp.	1,561,400		41,533
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Genworth Financial, Inc. Class A (a)	3,522,900		$ 62,884
Jardine Lloyd Thompson Group PLC	1,754,594		31,224
			337,068
Real Estate Investment Trusts - 4.7%
Apartment Investment & Management Co. Class A	1,499,600		46,233
Aviv REIT, Inc.	638,100		16,839
Essex Property Trust, Inc.	483,300		83,737
Rayonier, Inc.	985,500		44,446
Retail Properties America, Inc.	1,500,000		21,480
SL Green Realty Corp.	992,700		103,946
The Macerich Co.	1,205,300		78,236
Two Harbors Investment Corp.	2,572,700		26,705
			421,622
Real Estate Management & Development - 0.8%
CBRE Group, Inc. (a)	1,127,600		30,039
Realogy Holdings Corp. (a)	956,900		40,238
			70,277
Thrifts & Mortgage Finance - 1.4%
MGIC Investment Corp. (a)	5,478,809		47,118
Radian Group, Inc. (d)	5,303,544		74,144
			121,262
TOTAL FINANCIALS			1,482,695
HEALTH CARE - 13.0%
Biotechnology - 0.2%
Theravance, Inc. (a)(d)	516,100		13,893
Health Care Equipment & Supplies - 3.5%
Align Technology, Inc. (a)	1,267,900		63,889
Edwards Lifesciences Corp. (a)	1,201,400		97,878
HeartWare International, Inc. (a)	698,800		59,370
The Cooper Companies, Inc.	670,965		88,507
			309,644
Health Care Providers & Services - 4.9%
Air Methods Corp. (a)	494,400		27,523
Amplifon SpA	2,354,482		15,353
Community Health Systems, Inc. (a)	1,423,700		53,944
Corvel Corp. (a)	700,000		31,878
Emeritus Corp. (a)	950,000		28,339
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Henry Schein, Inc. (a)	1,104,400		$ 126,156
MEDNAX, Inc. (a)	1,168,600		69,240
Qualicorp SA (a)	1,618,000		15,725
Universal Health Services, Inc. Class B	873,900		71,476
			439,634
Health Care Technology - 0.1%
Castlight Health, Inc. Class B (a)(d)	67,400		1,012
HealthStream, Inc. (a)	565,700		12,813
			13,825
Life Sciences Tools & Services - 2.4%
Agilent Technologies, Inc.	935,400		50,549
Eurofins Scientific SA	372,620		103,391
Illumina, Inc. (a)(d)	458,108		62,234
			216,174
Pharmaceuticals - 1.9%
Impax Laboratories, Inc. (a)	1,101,400		28,802
Perrigo Co. PLC	397,000		57,509
Salix Pharmaceuticals Ltd. (a)	722,200		79,442
			165,753
TOTAL HEALTH CARE			1,158,923
INDUSTRIALS - 16.5%
Aerospace & Defense - 2.7%
Esterline Technologies Corp. (a)	300,000		32,706
KEYW Holding Corp. (a)(d)(e)	3,652,436		46,934
Teledyne Technologies, Inc. (a)	300,000		27,858
Textron, Inc.	1,159,800		47,436
TransDigm Group, Inc.	459,600		81,749
			236,683
Air Freight & Logistics - 0.6%
C.H. Robinson Worldwide, Inc.	520,100		30,634
Hub Group, Inc. Class A (a)	600,000		26,790
			57,424
Airlines - 0.3%
Copa Holdings SA Class A	187,500		25,365
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Building Products - 0.6%
A.O. Smith Corp.	720,504		$ 33,691
Tarkett SA	522,930		18,645
			52,336
Commercial Services & Supplies - 1.9%
Clean Harbors, Inc. (a)	1,118,200		67,092
Interface, Inc.	3,069,600		55,222
KAR Auction Services, Inc.	750,000		22,335
U.S. Ecology, Inc.	480,481		21,453
			166,102
Construction & Engineering - 0.6%
Jacobs Engineering Group, Inc. (a)	489,900		28,267
MasTec, Inc. (a)	717,333		28,392
			56,659
Electrical Equipment - 3.0%
AMETEK, Inc.	1,648,092		86,887
Hubbell, Inc. Class B	460,000		54,151
OSRAM Licht AG (a)	715,725		37,464
Regal-Beloit Corp.	400,000		29,892
Rockwell Automation, Inc.	500,000		59,590
			267,984
Machinery - 0.6%
Donaldson Co., Inc.	1,288,800		54,246
Professional Services - 1.8%
Acacia Research Corp. (d)	1,571,780		25,211
Bureau Veritas SA	879,600		26,847
Michael Page International PLC	3,212,360		25,372
Towers Watson & Co.	729,700		81,887
			159,317
Road & Rail - 2.3%
Genesee & Wyoming, Inc. Class A (a)	185,100		18,327
Hertz Global Holdings, Inc. (a)	1,772,300		50,457
J.B. Hunt Transport Services, Inc.	657,600		50,043
Kansas City Southern	871,600		87,927
			206,754
Trading Companies & Distributors - 2.1%
Beacon Roofing Supply, Inc. (a)	525,300		18,690
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Rush Enterprises, Inc. Class A (a)	775,000		$ 24,878
United Rentals, Inc. (a)	1,478,673		138,740
			182,308
TOTAL INDUSTRIALS			1,465,178
INFORMATION TECHNOLOGY - 15.5%
Communications Equipment - 0.8%
Brocade Communications Systems, Inc. (a)	3,800,200		35,380
Juniper Networks, Inc. (a)	1,333,000		32,912
			68,292
Electronic Equipment & Components - 2.0%
Amphenol Corp. Class A	408,000		38,903
Arrow Electronics, Inc. (a)	1,139,800		64,684
Fabrinet (a)	1,172,331		25,322
Trimble Navigation Ltd. (a)	1,264,232		48,584
			177,493
Internet Software & Services - 1.7%
Akamai Technologies, Inc. (a)	1,006,600		53,420
Cornerstone OnDemand, Inc. (a)	606,900		22,310
CoStar Group, Inc. (a)	276,400		44,470
Demandware, Inc. (a)	275,585		13,677
Shutterstock, Inc. (a)	296,000		21,463
			155,340
IT Services - 4.8%
Alliance Data Systems Corp. (a)	208,200		50,364
Blackhawk Network Holdings, Inc. (a)	190,856		4,395
Fidelity National Information Services, Inc.	1,333,186		71,232
Fiserv, Inc. (a)	660,400		40,139
FleetCor Technologies, Inc. (a)	387,100		44,180
Gartner, Inc. Class A (a)	1,432,100		98,729
Quindell PLC	95,111,372		40,147
Total System Services, Inc.	1,200,000		38,124
WNS Holdings Ltd. sponsored ADR (a)	2,200,000		40,964
			428,274
Semiconductors & Semiconductor Equipment - 2.8%
Applied Materials, Inc.	2,345,000		44,696
Broadcom Corp. Class A	750,000		23,108
Cree, Inc. (a)	689,300		32,514
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
GT Advanced Technologies, Inc. (a)(d)	2,620,700		$ 43,530
Linear Technology Corp.	769,600		34,247
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	3,903,800		28,966
SunEdison, Inc. (a)	1,936,000		37,229
			244,290
Software - 3.4%
ANSYS, Inc. (a)	963,500		73,525
Aspen Technology, Inc. (a)	1,018,600		43,790
Citrix Systems, Inc. (a)	747,200		44,316
Concur Technologies, Inc. (a)	533,400		42,923
NetSuite, Inc. (a)	149,931		11,591
Nuance Communications, Inc. (a)(d)	2,211,000		35,575
Red Hat, Inc. (a)	512,300		24,923
ServiceNow, Inc. (a)	514,900		25,601
			302,244
TOTAL INFORMATION TECHNOLOGY			1,375,933
MATERIALS - 2.8%
Chemicals - 1.8%
Airgas, Inc.	520,700		55,330
Cytec Industries, Inc.	761,200		72,558
Eastman Chemical Co.	418,000		36,437
			164,325
Containers & Packaging - 0.7%
Rock-Tenn Co. Class A	607,000		58,035
Metals & Mining - 0.3%
Constellium NV (a)	816,000		24,904
Walter Energy, Inc. (d)	528,970		3,809
			28,713
TOTAL MATERIALS			251,073
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
TW Telecom, Inc. (a)	2,415,600		74,135
UTILITIES - 3.6%
Electric Utilities - 1.8%
Cleco Corp.	728,800		38,298
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Northeast Utilities	692,800		$ 32,742
OGE Energy Corp.	1,368,800		51,097
PNM Resources, Inc.	1,294,200		35,823
			157,960
Gas Utilities - 1.2%
Atmos Energy Corp.	1,000,000		51,040
National Fuel Gas Co.	707,600		52,108
			103,148
Multi-Utilities - 0.6%
Alliant Energy Corp.	948,800		55,486
TOTAL UTILITIES			316,594
TOTAL COMMON STOCKS (Cost $6,013,459)		8,461,952
Other - 0.3%
	Principal Amount (000s)
ENERGY - 0.3%
Oil, Gas & Consumable Fuels - 0.3%
EQTY ER Holdings,LLC 12% 1/28/18 (e)(g)(h)	$ 18,813		18,813
	Shares
EQTY ER Holdings,LLC (e)(g)(h)	9,406,667		9,688
TOTAL OTHER (Cost $28,220)		28,501
Money Market Funds - 7.1%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	445,678,940		$ 445,679
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	183,069,618		183,070
TOTAL MONEY MARKET FUNDS (Cost $628,749)		628,749
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $6,670,428)			9,119,202
NET OTHER ASSETS (LIABILITIES) - (2.6)%			(226,891)
NET ASSETS - 100%		$ 8,892,311

Legend

(a) Non-income producing

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

(e) Affiliated company

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

(g) Investments represent a non-operating interest in oil and gas wells through an entity owned by the Fund that is treated as a corporation for U.S. tax purposes.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $102,443,000 or 1.2% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 18,813
EQTY ER Holdings, LLC	1/29/13	$ 9,407
Masan Consumer Corp. unit	4/3/13	$ 12,620
New Academy Holding Co. LLC unit	8/1/11	$ 30,988
Wayfair LLC Series B	3/5/14	$ 14,698

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	$ 230
Fidelity Securities Lending Cash Central Fund	2,523
Total	$ 2,753

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	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 18,813	$ -	$ -	$ 2,258	$ 18,813
EQTY ER Holdings, LLC	9,407	-	-	-	9,688
KEYW Holding Corp.	49,637	-	-	-	46,934
Total	$ 77,857	$ -	$ -	$ 2,258	$ 75,435

Other Information

The following is a summary of the inputs used, as of April 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,216,624	$ 1,154,557	$ -	$ 62,067
Consumer Staples	493,852	481,977	-	11,875
Energy	626,945	626,945	-	-
Financials	1,482,695	1,482,695	-	-
Health Care	1,158,923	1,158,923	-	-
Industrials	1,465,178	1,465,178	-	-
Information Technology	1,375,933	1,375,933	-	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Materials	$ 251,073	$ 251,073	$ -	$ -
Telecommunication Services	74,135	74,135	-	-
Utilities	316,594	316,594	-	-
Other/Energy	28,501	-	-	28,501
Money Market Funds	628,749	628,749	-	-
Total Investments in Securities:	$ 9,119,202	$ 9,016,759	$ -	$ 102,443

Valuation Inputs at Reporting Date:

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 88,513
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	(768)
Cost of Purchases	14,698
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 102,443
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2014	$ (768)

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represent the beginning value of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. The cost of purchases and the proceeds of sales may include securities received or delivered through corporate actions or exchanges. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	April 30, 2014

Assets
Investment in securities, at value (including securities loaned of $177,772) - See accompanying schedule: Unaffiliated issuers (cost $5,964,406)	$ 8,415,018
Fidelity Central Funds (cost $628,749)	628,749
Other affiliated issuers (cost $77,273)	75,435
Total Investments (cost $6,670,428)		$ 9,119,202
Receivable for fund shares sold		6,307
Dividends receivable		1,913
Distributions receivable from Fidelity Central Funds		162
Prepaid expenses		7
Other receivables		375
Total assets		9,127,966

Liabilities
Payable for investments purchased	$ 40,657
Payable for fund shares redeemed	5,825
Accrued management fee	4,614
Other affiliated payables	1,077
Other payables and accrued expenses	412
Collateral on securities loaned, at value	183,070
Total liabilities		235,655

Net Assets		$ 8,892,311
Net Assets consist of:
Paid in capital		$ 5,845,201
Distributions in excess of net investment income		(1,843)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		600,171
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,448,782
Net Assets		$ 8,892,311

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

Annual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2014

Mid-Cap Stock: Net Asset Value, offering price and redemption price per share ($5,965,789 ÷ 148,173 shares)		$ 40.26

Class K: Net Asset Value, offering price and redemption price per share ($2,926,522 ÷ 72,680 shares)		$ 40.27

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended April 30, 2014

Investment Income
Dividends		$ 78,662
Interest (includes $2,258 earned from affiliated issuers)		2,258
Income from Fidelity Central Funds		2,753
Total income		83,673

Expenses
Management fee Basic fee	$ 44,603
Performance adjustment	2,354
Transfer agent fees	10,837
Accounting and security lending fees	1,289
Custodian fees and expenses	164
Independent trustees' compensation	37
Registration fees	149
Audit	70
Legal	32
Miscellaneous	62
Total expenses before reductions	59,597
Expense reductions	(101)	59,496
Net investment income (loss)		24,177
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	837,757
Foreign currency transactions	19
Total net realized gain (loss)		837,776
Change in net unrealized appreciation (depreciation) on: Investment securities	800,891
Assets and liabilities in foreign currencies	(37)
Total change in net unrealized appreciation (depreciation)		800,854
Net gain (loss)		1,638,630
Net increase (decrease) in net assets resulting from operations		$ 1,662,807

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended April 30, 2014	Year ended April 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,177	$ 65,525
Net realized gain (loss)	837,776	133,031
Change in net unrealized appreciation (depreciation)	800,854	822,360
Net increase (decrease) in net assets resulting from operations	1,662,807	1,020,916
Distributions to shareholders from net investment income	(19,749)	(73,928)
Distributions to shareholders from net realized gain	(239,268)	(190,685)
Total distributions	(259,017)	(264,613)
Share transactions - net increase (decrease)	291,661	(373,065)
Redemption fees	106	70
Total increase (decrease) in net assets	1,695,557	383,308

Net Assets
Beginning of period	7,196,754	6,813,446
End of period (including distributions in excess of net investment income of $1,843 and distributions in excess of net investment income of $5,318, respectively)	$ 8,892,311	$ 7,196,754

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

Annual Report

Financial Highlights - Mid-Cap Stock

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 33.69	$ 30.15	$ 31.78	$ 27.26	$ 16.65
Income from Investment Operations
Net investment income (loss) ^B	.10	.29	.10	.01	.08
Net realized and unrealized gain (loss)	7.69	4.45	(.18)	4.59	10.59
Total from investment operations	7.79	4.74	(.08)	4.60	10.67
Distributions from net investment income	(.08)	(.33)	(.05)	(.04) ^E	(.06)
Distributions from net realized gain	(1.14)	(.87)	(1.50)	(.04) ^E	-
Total distributions	(1.22)	(1.20)	(1.55)	(.08)	(.06)
Redemption fees added to paid in capital ^{B, G}	-	-	-	-	-
Net asset value, end of period	$ 40.26	$ 33.69	$ 30.15	$ 31.78	$ 27.26
Total Return ^A	23.50%	16.54%	.19%	16.95%	64.11%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.65%	.86%	.61%	.65%
Expenses net of fee waivers, if any	.78%	.65%	.86%	.61%	.65%
Expenses net of all reductions	.78%	.63%	.85%	.59%	.64%
Net investment income (loss)	.25%	.95%	.36%	.04%	.38%
Supplemental Data
Net assets, end of period (in millions)	$ 5,966	$ 4,750	$ 5,170	$ 7,120	$ 7,475
Portfolio turnover rate ^D	27%	46%	52%	131%	85%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

^F 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 reductions from 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.

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

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

Annual Report

Financial Highlights - Class K

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 33.68	$ 30.15	$ 31.77	$ 27.26	$ 16.63
Income from Investment Operations
Net investment income (loss) ^B	.15	.33	.15	.06	.14
Net realized and unrealized gain (loss)	7.69	4.45	(.19)	4.58	10.58
Total from investment operations	7.84	4.78	(.04)	4.64	10.72
Distributions from net investment income	(.12)	(.38)	(.08)	(.09) ^E	(.09)
Distributions from net realized gain	(1.14)	(.87)	(1.50)	(.04) ^E	-
Total distributions	(1.25) ^H	(1.25)	(1.58)	(.13)	(.09)
Redemption fees added to paid in capital ^{B, G}	-	-	-	-	-
Net asset value, end of period	$ 40.27	$ 33.68	$ 30.15	$ 31.77	$ 27.26
Total Return ^A	23.67%	16.72%	.35%	17.13%	64.55%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.65%	.50%	.69%	.43%	.43%
Expenses net of fee waivers, if any	.65%	.50%	.69%	.43%	.43%
Expenses net of all reductions	.65%	.48%	.68%	.42%	.41%
Net investment income (loss)	.39%	1.11%	.52%	.22%	.61%
Supplemental Data
Net assets, end of period (in millions)	$ 2,927	$ 2,447	$ 1,643	$ 1,821	$ 1,127
Portfolio turnover rate ^D	27%	46%	52%	131%	85%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

^H Total distributions of $1.25 per share is comprised of distributions from net investment income of $.116 and distributions from net realized gain of $1.136 per share.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Mid-Cap Stock Fund (the Fund) is a fund of Fidelity Commonwealth 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 Mid-Cap Stock and Class K 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

comparable market transactions while the income approach generally consists of using the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 04/30/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stock	$ 73,942	Discounted cash flow	Discount rate	15.0%	Decrease
		Last transaction price	Transaction price	$ 26.23	Increase
		Market comparable	EV/EBITDA multiple	9.0	Increase
			Earnings Per Share multiple	14.0	Increase
Other/ Energy	$ 28,501	Discounted cash flow	Discount rate	10.0%	Decrease

* Represents the expected directional change in the fair value of the Level 3 investments that would result from an increase in the corresponding
input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs could result in significantly higher or
lower fair value measurements.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Foreign Currency - continued

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily 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 may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. 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 may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are

Annual Report

3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

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.

Distributions are declared and 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 GAAP. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation, and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 2,584,961
Gross unrealized depreciation	(175,555)
Net unrealized appreciation (depreciation) on securities and other investments	$ 2,409,406

Tax Cost	$ 6,709,796

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 92,641
Undistributed long-term capital gain	$ 546,897
Net unrealized appreciation (depreciation)	$ 2,409,415

The tax character of distributions paid was as follows:

	April 30, 2014	April 30, 2013
Ordinary Income	$ 80,771	$ 78,920
Long-term Capital Gains	178,246	185,693
Total	$ 259,017	$ 264,613

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,147,024 and $2,438,526, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Mid-Cap Stock as compared to its benchmark index, the S&P MidCap 400 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .58% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Mid-Cap Stock. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Mid-Cap Stock	$ 9,555	.18
Class K	1,282	.05
	$ 10,837

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each 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.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

with FMR or other affiliated entities of 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 Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,782	.32%	$ -*

* Amount represents two hundred fifty-five dollars.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $26.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $14 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

7. Security Lending - continued

disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $4,048. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,523, including $31 from securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $87.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended April 30,	2014	2013
From net investment income
Mid-Cap Stock	$ 11,509	$ 48,097
Class K	8,240	25,831
Total	$ 19,749	$ 73,928
From net realized gain
Mid-Cap Stock	$ 157,995	$ 137,838
Class K	81,273	52,847
Total	$ 239,268	$ 190,685

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended April 30,	2014	2013	2014	2013
Mid-Cap Stock
Shares sold	24,312	14,240	$ 939,547	$ 432,641
Reinvestment of distributions	4,456	6,392	163,536	180,000
Shares redeemed	(21,575)	(51,115)	(812,548)	(1,519,331)
Net increase (decrease)	7,193	(30,483)	$ 290,535	$ (906,690)

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Share Transactions - continued

	Shares		Dollars
Years ended April 30,	2014	2013	2014	2013
Class K
Shares sold	14,394	29,861	$ 547,562	$ 891,057
Reinvestment of distributions	2,438	2,783	89,513	78,678
Shares redeemed	(16,804)	(14,484)	(635,949)	(436,110)
Net increase (decrease)	28	18,160	$ 1,126	$ 533,625

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Mid-Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Mid-Cap Stock Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of April 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Mid-Cap Stock Fund as of April 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 13, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2006 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Mid-Cap Stock Fund voted to pay shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities:

	Pay Date	Record Date	Capital Gains
Mid-Cap Stock Fund	06/09/14	06/06/14	$2.836

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014 $659,064,787 or, if subsequently determined to be different, the net capital gain of such year.

Mid-Cap Stock Fund designates 44% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Mid-Cap Stock Fund designates 51% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

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®) mcs723580
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

MCS-UANN-0614
1.784726.111

Fidelity®

Mid-Cap Stock

Fund -
Class K

Annual Report

April 30, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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)
Trustees and Officers	(Click Here)
Distributions	(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.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended April 30, 2014	Past 1 year	Past 5 years	Past 10 years
Class K^A	23.67%	22.80%	10.01%

^AThe initial offering of Class K shares took place on May 9, 2008. Returns prior to May 9, 2008 are those of Fidelity Mid-Cap Stock Fund, the original class of the fund.

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Mid-Cap Stock Fund - Class K on April 30, 2004. The chart shows how the value of your investment would have changed, and also shows how the S&P MidCap 400® Index performed over the same period. See footnote A above for additional information regarding the performance of Class K.

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Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by higher consumer spending and the lowest unemployment since 2008 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from John Roth, Portfolio Manager of Fidelity® Mid-Cap Stock Fund: For the year, the fund's Class K shares advanced 23.67%, outpacing the 18.61% gain of the S&P MidCap 400® Index. Versus the index, an out-of-benchmark stake in electric carmaker Tesla Motors was by far the biggest contributor. Shares took off early in the period when Tesla received rave reviews for its first electric luxury vehicle, the Model S. After a bout of turbulence, the stock rose again in the first quarter of 2014, as investors cheered the company's plan to build a battery-manufacturing "gigafactory" in the U.S. I sold much of our stake in Tesla, as the company's risk/reward profile began to look less attractive and the company's market capitalization moved it from a mid-cap to a large-cap stock. By contrast, our out-of-benchmark stake in Kansas City Southern hurt the most. In late January, the stock saw its biggest decline in more than five years when the railroad operator reported fourth-quarter profits and sales that missed analysts' expectations due to a slump in coal shipments. The stock was hit again in February after Mexico's government approved a bill to increase the country's railroad competition - a major blow to the company, which relied on that market for almost half of its revenue. I held onto the stock, believing the company's strengths offset its lackluster performance.

Annual 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 (November 1, 2013 to April 30, 2014).

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.

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Mid-Cap Stock	.81%
Actual		$ 1,000.00	$ 1,079.00	$ 4.18
Hypothetical^A		$ 1,000.00	$ 1,020.78	$ 4.06
Class K	.69%
Actual		$ 1,000.00	$ 1,079.90	$ 3.56
Hypothetical^A		$ 1,000.00	$ 1,021.37	$ 3.46

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* 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).

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
United Rentals, Inc.	1.6	1.2
Henry Schein, Inc.	1.4	1.5
Oceaneering International, Inc.	1.3	1.2
Tupperware Brands Corp.	1.3	0.5
SL Green Realty Corp.	1.2	1.2
Eurofins Scientific SA	1.1	1.1
Gartner, Inc. Class A	1.1	1.3
Edwards Lifesciences Corp.	1.1	0.0
Fidelity National Financial, Inc. Class A	1.0	1.0
Church & Dwight Co., Inc.	1.0	0.9
	12.1
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	16.7	18.4
Industrials	16.5	15.1
Information Technology	15.5	18.0
Consumer Discretionary	13.7	15.5
Health Care	13.0	13.4

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks 95.2%			Stocks 98.1%
	Other 0.3%			Other 0.3%
	Short-Term Investments and Net Other Assets (Liabilities) 4.5%			Short-Term Investments and Net Other Assets (Liabilities) 1.6%
* Foreign investments		9.3%	** Foreign investments		8.6%

csk866897

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 95.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 13.7%
Auto Components - 0.3%
Tenneco, Inc. (a)	372,700		$ 22,314
Automobiles - 0.2%
Tesla Motors, Inc. (a)(d)	89,630		18,633
Distributors - 0.4%
Pool Corp.	628,500		37,094
Diversified Consumer Services - 0.3%
H&R Block, Inc.	1,000,000		28,420
Hotels, Restaurants & Leisure - 1.7%
Arcos Dorados Holdings, Inc. Class A (d)	598,463		5,452
Domino's Pizza, Inc.	934,600		69,516
Jubilant Foodworks Ltd. (a)	1,278,413		20,052
Panera Bread Co. Class A (a)	200,000		30,594
Wyndham Worldwide Corp.	376,300		26,845
			152,459
Household Durables - 3.2%
D.R. Horton, Inc.	1,492,933		33,263
Lennar Corp. Class A (d)	447,600		17,273
NVR, Inc. (a)	56,900		61,281
Toll Brothers, Inc. (a)	1,212,187		41,505
Tupperware Brands Corp.	1,374,900		116,743
Wayfair LLC Series B (f)(h)	560,451		14,698
			284,763
Internet & Catalog Retail - 0.3%
Liberty Interactive Corp. Series A (a)	825,000		23,975
Leisure Products - 0.8%
Brunswick Corp.	675,000		27,128
New Academy Holding Co. LLC unit (a)(f)(h)	294,000		47,369
			74,497
Media - 1.0%
Altice S.A.	124,500		7,115
Discovery Communications, Inc. Class A (a)	542,800		41,199
Scripps Networks Interactive, Inc. Class A	520,200		39,051
			87,365
Specialty Retail - 2.7%
Cabela's, Inc. Class A (a)	795,700		52,206
PT ACE Hardware Indonesia Tbk	259,254,600		16,706
Ross Stores, Inc.	324,500		22,092
Sally Beauty Holdings, Inc. (a)	1,274,000		34,920
Tractor Supply Co.	994,000		66,837
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
Ulta Salon, Cosmetics & Fragrance, Inc. (a)	227,000		$ 19,910
World Duty Free SpA (a)	1,841,330		24,664
			237,335
Textiles, Apparel & Luxury Goods - 2.8%
Brunello Cucinelli SpA (d)	2,172,700		62,396
Hanesbrands, Inc.	1,044,800		85,768
PVH Corp.	216,800		27,224
Under Armour, Inc. Class A (sub. vtg.) (a)	1,521,400		74,381
			249,769
TOTAL CONSUMER DISCRETIONARY			1,216,624
CONSUMER STAPLES - 5.5%
Beverages - 1.0%
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,053,900		84,143
Food & Staples Retailing - 1.0%
Masan Consumer Corp. unit (f)(h)	125,000		11,875
Safeway, Inc.	1,161,700		39,568
United Natural Foods, Inc. (a)	591,826		40,854
			92,297
Food Products - 1.9%
Amira Nature Foods Ltd. (a)(d)	1,292,956		20,118
Ingredion, Inc.	974,800		68,675
The Hershey Co.	339,600		32,683
WhiteWave Foods Co. (a)	1,761,000		48,762
			170,238
Household Products - 1.0%
Church & Dwight Co., Inc.	1,312,500		90,576
Tobacco - 0.6%
Lorillard, Inc.	952,500		56,598
TOTAL CONSUMER STAPLES			493,852
ENERGY - 7.1%
Energy Equipment & Services - 2.1%
Helmerich & Payne, Inc.	454,000		49,327
McDermott International, Inc. (a)(d)	3,100,000		22,413
Oceaneering International, Inc.	1,611,800		118,113
			189,853
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - 5.0%
Antero Resources Corp. (d)	457,500		$ 30,044
Cabot Oil & Gas Corp.	1,886,400		74,098
Cimarex Energy Co.	737,000		87,791
EQT Corp.	441,500		48,119
Holly Energy Partners LP	914,400		29,544
Oasis Petroleum, Inc. (a)	696,300		32,385
Range Resources Corp.	450,000		40,703
SM Energy Co.	950,600		70,468
Southwestern Energy Co. (a)	500,000		23,940
			437,092
TOTAL ENERGY			626,945
FINANCIALS - 16.7%
Banks - 4.2%
City National Corp.	641,700		46,568
Cullen/Frost Bankers, Inc.	821,300		62,756
First Niagara Financial Group, Inc.	2,565,000		22,880
First Republic Bank	1,268,500		64,389
FirstMerit Corp.	1,942,500		37,665
FNB Corp., Pennsylvania	2,502,500		31,131
Huntington Bancshares, Inc.	3,646,900		33,406
M&T Bank Corp. (d)	250,200		30,527
Texas Capital Bancshares, Inc. (a)	425,000		23,881
UMB Financial Corp.	405,000		23,778
			376,981
Capital Markets - 1.1%
Apollo Investment Corp.	3,122,668		24,950
Artisan Partners Asset Management, Inc.	491,454		28,539
KKR & Co. LP	1,696,100		38,518
WisdomTree Investments, Inc. (a)	564,959		6,378
			98,385
Diversified Financial Services - 0.7%
KKR Financial Holdings LLC	4,948,009		57,100
Insurance - 3.8%
Arch Capital Group Ltd. (a)	977,500		56,030
Fairfax Financial Holdings Ltd. (sub. vtg.)	121,500		52,976
Fidelity National Financial, Inc. Class A	2,872,000		92,421
First American Financial Corp.	1,561,400		41,533
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Insurance - continued
Genworth Financial, Inc. Class A (a)	3,522,900		$ 62,884
Jardine Lloyd Thompson Group PLC	1,754,594		31,224
			337,068
Real Estate Investment Trusts - 4.7%
Apartment Investment & Management Co. Class A	1,499,600		46,233
Aviv REIT, Inc.	638,100		16,839
Essex Property Trust, Inc.	483,300		83,737
Rayonier, Inc.	985,500		44,446
Retail Properties America, Inc.	1,500,000		21,480
SL Green Realty Corp.	992,700		103,946
The Macerich Co.	1,205,300		78,236
Two Harbors Investment Corp.	2,572,700		26,705
			421,622
Real Estate Management & Development - 0.8%
CBRE Group, Inc. (a)	1,127,600		30,039
Realogy Holdings Corp. (a)	956,900		40,238
			70,277
Thrifts & Mortgage Finance - 1.4%
MGIC Investment Corp. (a)	5,478,809		47,118
Radian Group, Inc. (d)	5,303,544		74,144
			121,262
TOTAL FINANCIALS			1,482,695
HEALTH CARE - 13.0%
Biotechnology - 0.2%
Theravance, Inc. (a)(d)	516,100		13,893
Health Care Equipment & Supplies - 3.5%
Align Technology, Inc. (a)	1,267,900		63,889
Edwards Lifesciences Corp. (a)	1,201,400		97,878
HeartWare International, Inc. (a)	698,800		59,370
The Cooper Companies, Inc.	670,965		88,507
			309,644
Health Care Providers & Services - 4.9%
Air Methods Corp. (a)	494,400		27,523
Amplifon SpA	2,354,482		15,353
Community Health Systems, Inc. (a)	1,423,700		53,944
Corvel Corp. (a)	700,000		31,878
Emeritus Corp. (a)	950,000		28,339
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Henry Schein, Inc. (a)	1,104,400		$ 126,156
MEDNAX, Inc. (a)	1,168,600		69,240
Qualicorp SA (a)	1,618,000		15,725
Universal Health Services, Inc. Class B	873,900		71,476
			439,634
Health Care Technology - 0.1%
Castlight Health, Inc. Class B (a)(d)	67,400		1,012
HealthStream, Inc. (a)	565,700		12,813
			13,825
Life Sciences Tools & Services - 2.4%
Agilent Technologies, Inc.	935,400		50,549
Eurofins Scientific SA	372,620		103,391
Illumina, Inc. (a)(d)	458,108		62,234
			216,174
Pharmaceuticals - 1.9%
Impax Laboratories, Inc. (a)	1,101,400		28,802
Perrigo Co. PLC	397,000		57,509
Salix Pharmaceuticals Ltd. (a)	722,200		79,442
			165,753
TOTAL HEALTH CARE			1,158,923
INDUSTRIALS - 16.5%
Aerospace & Defense - 2.7%
Esterline Technologies Corp. (a)	300,000		32,706
KEYW Holding Corp. (a)(d)(e)	3,652,436		46,934
Teledyne Technologies, Inc. (a)	300,000		27,858
Textron, Inc.	1,159,800		47,436
TransDigm Group, Inc.	459,600		81,749
			236,683
Air Freight & Logistics - 0.6%
C.H. Robinson Worldwide, Inc.	520,100		30,634
Hub Group, Inc. Class A (a)	600,000		26,790
			57,424
Airlines - 0.3%
Copa Holdings SA Class A	187,500		25,365
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Building Products - 0.6%
A.O. Smith Corp.	720,504		$ 33,691
Tarkett SA	522,930		18,645
			52,336
Commercial Services & Supplies - 1.9%
Clean Harbors, Inc. (a)	1,118,200		67,092
Interface, Inc.	3,069,600		55,222
KAR Auction Services, Inc.	750,000		22,335
U.S. Ecology, Inc.	480,481		21,453
			166,102
Construction & Engineering - 0.6%
Jacobs Engineering Group, Inc. (a)	489,900		28,267
MasTec, Inc. (a)	717,333		28,392
			56,659
Electrical Equipment - 3.0%
AMETEK, Inc.	1,648,092		86,887
Hubbell, Inc. Class B	460,000		54,151
OSRAM Licht AG (a)	715,725		37,464
Regal-Beloit Corp.	400,000		29,892
Rockwell Automation, Inc.	500,000		59,590
			267,984
Machinery - 0.6%
Donaldson Co., Inc.	1,288,800		54,246
Professional Services - 1.8%
Acacia Research Corp. (d)	1,571,780		25,211
Bureau Veritas SA	879,600		26,847
Michael Page International PLC	3,212,360		25,372
Towers Watson & Co.	729,700		81,887
			159,317
Road & Rail - 2.3%
Genesee & Wyoming, Inc. Class A (a)	185,100		18,327
Hertz Global Holdings, Inc. (a)	1,772,300		50,457
J.B. Hunt Transport Services, Inc.	657,600		50,043
Kansas City Southern	871,600		87,927
			206,754
Trading Companies & Distributors - 2.1%
Beacon Roofing Supply, Inc. (a)	525,300		18,690
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Rush Enterprises, Inc. Class A (a)	775,000		$ 24,878
United Rentals, Inc. (a)	1,478,673		138,740
			182,308
TOTAL INDUSTRIALS			1,465,178
INFORMATION TECHNOLOGY - 15.5%
Communications Equipment - 0.8%
Brocade Communications Systems, Inc. (a)	3,800,200		35,380
Juniper Networks, Inc. (a)	1,333,000		32,912
			68,292
Electronic Equipment & Components - 2.0%
Amphenol Corp. Class A	408,000		38,903
Arrow Electronics, Inc. (a)	1,139,800		64,684
Fabrinet (a)	1,172,331		25,322
Trimble Navigation Ltd. (a)	1,264,232		48,584
			177,493
Internet Software & Services - 1.7%
Akamai Technologies, Inc. (a)	1,006,600		53,420
Cornerstone OnDemand, Inc. (a)	606,900		22,310
CoStar Group, Inc. (a)	276,400		44,470
Demandware, Inc. (a)	275,585		13,677
Shutterstock, Inc. (a)	296,000		21,463
			155,340
IT Services - 4.8%
Alliance Data Systems Corp. (a)	208,200		50,364
Blackhawk Network Holdings, Inc. (a)	190,856		4,395
Fidelity National Information Services, Inc.	1,333,186		71,232
Fiserv, Inc. (a)	660,400		40,139
FleetCor Technologies, Inc. (a)	387,100		44,180
Gartner, Inc. Class A (a)	1,432,100		98,729
Quindell PLC	95,111,372		40,147
Total System Services, Inc.	1,200,000		38,124
WNS Holdings Ltd. sponsored ADR (a)	2,200,000		40,964
			428,274
Semiconductors & Semiconductor Equipment - 2.8%
Applied Materials, Inc.	2,345,000		44,696
Broadcom Corp. Class A	750,000		23,108
Cree, Inc. (a)	689,300		32,514
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
GT Advanced Technologies, Inc. (a)(d)	2,620,700		$ 43,530
Linear Technology Corp.	769,600		34,247
Siliconware Precision Industries Co. Ltd. sponsored ADR (d)	3,903,800		28,966
SunEdison, Inc. (a)	1,936,000		37,229
			244,290
Software - 3.4%
ANSYS, Inc. (a)	963,500		73,525
Aspen Technology, Inc. (a)	1,018,600		43,790
Citrix Systems, Inc. (a)	747,200		44,316
Concur Technologies, Inc. (a)	533,400		42,923
NetSuite, Inc. (a)	149,931		11,591
Nuance Communications, Inc. (a)(d)	2,211,000		35,575
Red Hat, Inc. (a)	512,300		24,923
ServiceNow, Inc. (a)	514,900		25,601
			302,244
TOTAL INFORMATION TECHNOLOGY			1,375,933
MATERIALS - 2.8%
Chemicals - 1.8%
Airgas, Inc.	520,700		55,330
Cytec Industries, Inc.	761,200		72,558
Eastman Chemical Co.	418,000		36,437
			164,325
Containers & Packaging - 0.7%
Rock-Tenn Co. Class A	607,000		58,035
Metals & Mining - 0.3%
Constellium NV (a)	816,000		24,904
Walter Energy, Inc. (d)	528,970		3,809
			28,713
TOTAL MATERIALS			251,073
TELECOMMUNICATION SERVICES - 0.8%
Diversified Telecommunication Services - 0.8%
TW Telecom, Inc. (a)	2,415,600		74,135
UTILITIES - 3.6%
Electric Utilities - 1.8%
Cleco Corp.	728,800		38,298
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Electric Utilities - continued
Northeast Utilities	692,800		$ 32,742
OGE Energy Corp.	1,368,800		51,097
PNM Resources, Inc.	1,294,200		35,823
			157,960
Gas Utilities - 1.2%
Atmos Energy Corp.	1,000,000		51,040
National Fuel Gas Co.	707,600		52,108
			103,148
Multi-Utilities - 0.6%
Alliant Energy Corp.	948,800		55,486
TOTAL UTILITIES			316,594
TOTAL COMMON STOCKS (Cost $6,013,459)		8,461,952
Other - 0.3%
	Principal Amount (000s)
ENERGY - 0.3%
Oil, Gas & Consumable Fuels - 0.3%
EQTY ER Holdings,LLC 12% 1/28/18 (e)(g)(h)	$ 18,813		18,813
	Shares
EQTY ER Holdings,LLC (e)(g)(h)	9,406,667		9,688
TOTAL OTHER (Cost $28,220)		28,501
Money Market Funds - 7.1%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	445,678,940		$ 445,679
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	183,069,618		183,070
TOTAL MONEY MARKET FUNDS (Cost $628,749)		628,749
TOTAL INVESTMENT PORTFOLIO - 102.6% (Cost $6,670,428)			9,119,202
NET OTHER ASSETS (LIABILITIES) - (2.6)%			(226,891)
NET ASSETS - 100%		$ 8,892,311

Legend

(a) Non-income producing

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

(e) Affiliated company

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

(g) Investments represent a non-operating interest in oil and gas wells through an entity owned by the Fund that is treated as a corporation for U.S. tax purposes.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 18,813
EQTY ER Holdings, LLC	1/29/13	$ 9,407
Masan Consumer Corp. unit	4/3/13	$ 12,620
New Academy Holding Co. LLC unit	8/1/11	$ 30,988
Wayfair LLC Series B	3/5/14	$ 14,698

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	$ 230
Fidelity Securities Lending Cash Central Fund	2,523
Total	$ 2,753

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 18,813	$ -	$ -	$ 2,258	$ 18,813
EQTY ER Holdings, LLC	9,407	-	-	-	9,688
KEYW Holding Corp.	49,637	-	-	-	46,934
Total	$ 77,857	$ -	$ -	$ 2,258	$ 75,435

Other Information

The following is a summary of the inputs used, as of April 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 1,216,624	$ 1,154,557	$ -	$ 62,067
Consumer Staples	493,852	481,977	-	11,875
Energy	626,945	626,945	-	-
Financials	1,482,695	1,482,695	-	-
Health Care	1,158,923	1,158,923	-	-
Industrials	1,465,178	1,465,178	-	-
Information Technology	1,375,933	1,375,933	-	-
Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Materials	$ 251,073	$ 251,073	$ -	$ -
Telecommunication Services	74,135	74,135	-	-
Utilities	316,594	316,594	-	-
Other/Energy	28,501	-	-	28,501
Money Market Funds	628,749	628,749	-	-
Total Investments in Securities:	$ 9,119,202	$ 9,016,759	$ -	$ 102,443

Valuation Inputs at Reporting Date:

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

(Amounts in thousands)
Investments in Securities:
Beginning Balance	$ 88,513
Net Realized Gain (Loss) on Investment Securities	-
Net Unrealized Gain (Loss) on Investment Securities	(768)
Cost of Purchases	14,698
Proceeds of Sales	-
Amortization/Accretion	-
Transfers into Level 3	-
Transfers out of Level 3	-
Ending Balance	$ 102,443
The change in unrealized gain (loss) for the period attributable to Level 3 securities held at April 30, 2014	$ (768)

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	April 30, 2014

Assets
Investment in securities, at value (including securities loaned of $177,772) - See accompanying schedule: Unaffiliated issuers (cost $5,964,406)	$ 8,415,018
Fidelity Central Funds (cost $628,749)	628,749
Other affiliated issuers (cost $77,273)	75,435
Total Investments (cost $6,670,428)		$ 9,119,202
Receivable for fund shares sold		6,307
Dividends receivable		1,913
Distributions receivable from Fidelity Central Funds		162
Prepaid expenses		7
Other receivables		375
Total assets		9,127,966

Liabilities
Payable for investments purchased	$ 40,657
Payable for fund shares redeemed	5,825
Accrued management fee	4,614
Other affiliated payables	1,077
Other payables and accrued expenses	412
Collateral on securities loaned, at value	183,070
Total liabilities		235,655

Net Assets		$ 8,892,311
Net Assets consist of:
Paid in capital		$ 5,845,201
Distributions in excess of net investment income		(1,843)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		600,171
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,448,782
Net Assets		$ 8,892,311

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2014

Mid-Cap Stock: Net Asset Value, offering price and redemption price per share ($5,965,789 ÷ 148,173 shares)		$ 40.26

Class K: Net Asset Value, offering price and redemption price per share ($2,926,522 ÷ 72,680 shares)		$ 40.27

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended April 30, 2014

Investment Income
Dividends		$ 78,662
Interest (includes $2,258 earned from affiliated issuers)		2,258
Income from Fidelity Central Funds		2,753
Total income		83,673

Expenses
Management fee Basic fee	$ 44,603
Performance adjustment	2,354
Transfer agent fees	10,837
Accounting and security lending fees	1,289
Custodian fees and expenses	164
Independent trustees' compensation	37
Registration fees	149
Audit	70
Legal	32
Miscellaneous	62
Total expenses before reductions	59,597
Expense reductions	(101)	59,496
Net investment income (loss)		24,177
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	837,757
Foreign currency transactions	19
Total net realized gain (loss)		837,776
Change in net unrealized appreciation (depreciation) on: Investment securities	800,891
Assets and liabilities in foreign currencies	(37)
Total change in net unrealized appreciation (depreciation)		800,854
Net gain (loss)		1,638,630
Net increase (decrease) in net assets resulting from operations		$ 1,662,807

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended April 30, 2014	Year ended April 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 24,177	$ 65,525
Net realized gain (loss)	837,776	133,031
Change in net unrealized appreciation (depreciation)	800,854	822,360
Net increase (decrease) in net assets resulting from operations	1,662,807	1,020,916
Distributions to shareholders from net investment income	(19,749)	(73,928)
Distributions to shareholders from net realized gain	(239,268)	(190,685)
Total distributions	(259,017)	(264,613)
Share transactions - net increase (decrease)	291,661	(373,065)
Redemption fees	106	70
Total increase (decrease) in net assets	1,695,557	383,308

Net Assets
Beginning of period	7,196,754	6,813,446
End of period (including distributions in excess of net investment income of $1,843 and distributions in excess of net investment income of $5,318, respectively)	$ 8,892,311	$ 7,196,754

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

Annual Report

Financial Highlights - Mid-Cap Stock

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 33.69	$ 30.15	$ 31.78	$ 27.26	$ 16.65
Income from Investment Operations
Net investment income (loss) ^B	.10	.29	.10	.01	.08
Net realized and unrealized gain (loss)	7.69	4.45	(.18)	4.59	10.59
Total from investment operations	7.79	4.74	(.08)	4.60	10.67
Distributions from net investment income	(.08)	(.33)	(.05)	(.04) ^E	(.06)
Distributions from net realized gain	(1.14)	(.87)	(1.50)	(.04) ^E	-
Total distributions	(1.22)	(1.20)	(1.55)	(.08)	(.06)
Redemption fees added to paid in capital ^{B, G}	-	-	-	-	-
Net asset value, end of period	$ 40.26	$ 33.69	$ 30.15	$ 31.78	$ 27.26
Total Return ^A	23.50%	16.54%	.19%	16.95%	64.11%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.78%	.65%	.86%	.61%	.65%
Expenses net of fee waivers, if any	.78%	.65%	.86%	.61%	.65%
Expenses net of all reductions	.78%	.63%	.85%	.59%	.64%
Net investment income (loss)	.25%	.95%	.36%	.04%	.38%
Supplemental Data
Net assets, end of period (in millions)	$ 5,966	$ 4,750	$ 5,170	$ 7,120	$ 7,475
Portfolio turnover rate ^D	27%	46%	52%	131%	85%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

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

Annual Report

Financial Highlights - Class K

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 33.68	$ 30.15	$ 31.77	$ 27.26	$ 16.63
Income from Investment Operations
Net investment income (loss) ^B	.15	.33	.15	.06	.14
Net realized and unrealized gain (loss)	7.69	4.45	(.19)	4.58	10.58
Total from investment operations	7.84	4.78	(.04)	4.64	10.72
Distributions from net investment income	(.12)	(.38)	(.08)	(.09) ^E	(.09)
Distributions from net realized gain	(1.14)	(.87)	(1.50)	(.04) ^E	-
Total distributions	(1.25) ^H	(1.25)	(1.58)	(.13)	(.09)
Redemption fees added to paid in capital ^{B, G}	-	-	-	-	-
Net asset value, end of period	$ 40.27	$ 33.68	$ 30.15	$ 31.77	$ 27.26
Total Return ^A	23.67%	16.72%	.35%	17.13%	64.55%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	.65%	.50%	.69%	.43%	.43%
Expenses net of fee waivers, if any	.65%	.50%	.69%	.43%	.43%
Expenses net of all reductions	.65%	.48%	.68%	.42%	.41%
Net investment income (loss)	.39%	1.11%	.52%	.22%	.61%
Supplemental Data
Net assets, end of period (in millions)	$ 2,927	$ 2,447	$ 1,643	$ 1,821	$ 1,127
Portfolio turnover rate ^D	27%	46%	52%	131%	85%

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

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

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

^E The amounts shown reflect certain reclassifications related to book to tax differences that were made in the year shown.

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

^H Total distributions of $1.25 per share is comprised of distributions from net investment income of $.116 and distributions from net realized gain of $1.136 per share.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

The following provides information on Level 3 securities held by the Fund that were valued at period end based on unobservable inputs. These amounts exclude valuations provided by a broker.

Asset Type	Fair Value at 04/30/14 (000s)	Valuation Technique(s)	Unobservable Input	Amount or Range/Weighted Average	Impact to Valuation from an Increase in Input*
Common Stock	$ 73,942	Discounted cash flow	Discount rate	15.0%	Decrease
		Last transaction price	Transaction price	$ 26.23	Increase
		Market comparable	EV/EBITDA multiple	9.0	Increase
			Earnings Per Share multiple	14.0	Increase
Other/ Energy	$ 28,501	Discounted cash flow	Discount rate	10.0%	Decrease

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2014, as well as a roll forward of Level 3 investments, is included at the end of the Fund's Schedule of Investments.

Annual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Deferred Trustee Compensation - continued

Book-tax differences are primarily due to foreign currency transactions, partnerships, deferred trustees compensation, and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 2,584,961
Gross unrealized depreciation	(175,555)
Net unrealized appreciation (depreciation) on securities and other investments	$ 2,409,406

Tax Cost	$ 6,709,796

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 92,641
Undistributed long-term capital gain	$ 546,897
Net unrealized appreciation (depreciation)	$ 2,409,415

The tax character of distributions paid was as follows:

	April 30, 2014	April 30, 2013
Ordinary Income	$ 80,771	$ 78,920
Long-term Capital Gains	178,246	185,693
Total	$ 259,017	$ 264,613

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $2,147,024 and $2,438,526, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Mid-Cap Stock. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets
Mid-Cap Stock	$ 9,555	.18
Class K	1,282	.05
	$ 10,837

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program - continued

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 5,782	.32%	$ -*

* Amount represents two hundred fifty-five dollars.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $26.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $14 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

7. Security Lending - continued

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $87.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended April 30,	2014	2013
From net investment income
Mid-Cap Stock	$ 11,509	$ 48,097
Class K	8,240	25,831
Total	$ 19,749	$ 73,928
From net realized gain
Mid-Cap Stock	$ 157,995	$ 137,838
Class K	81,273	52,847
Total	$ 239,268	$ 190,685

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
Years ended April 30,	2014	2013	2014	2013
Mid-Cap Stock
Shares sold	24,312	14,240	$ 939,547	$ 432,641
Reinvestment of distributions	4,456	6,392	163,536	180,000
Shares redeemed	(21,575)	(51,115)	(812,548)	(1,519,331)
Net increase (decrease)	7,193	(30,483)	$ 290,535	$ (906,690)

Annual Report

10. Share Transactions - continued

	Shares		Dollars
Years ended April 30,	2014	2013	2014	2013
Class K
Shares sold	14,394	29,861	$ 547,562	$ 891,057
Reinvestment of distributions	2,438	2,783	89,513	78,678
Shares redeemed	(16,804)	(14,484)	(635,949)	(436,110)
Net increase (decrease)	28	18,160	$ 1,126	$ 533,625

11. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Mid-Cap Stock Fund:

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 13, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-835-5092.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Bruce T. Herring (1965)
Year of Election or Appointment: 2006 Vice President of certain Equity Funds
	Mr. Herring also serves as Vice President of other funds. He serves as Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Group Chief Investment Officer of FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Chief Investment Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-2013), Vice President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc. (2001-2007), and as a portfolio manager for Fidelity U.S. Equity Funds.
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

	Pay Date	Record Date	Capital Gains
Class K	06/09/14	06/06/14	$2.836

Class K designates 41% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Class K designates 47% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

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

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

MCS-K-UANN-0614
1.863346.105

Fidelity®

Series Small Cap Discovery

Fund

Fidelity Series Small Cap Discovery Fund

Class F

Annual Report

April 30, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Summary	(Click Here)	A summary of the fund's investments.
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)
Trustees and Officers	(Click Here)
Distributions	(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 for Fidelity® Series Small Cap Discovery Fund or 1-800-835-5092 for Class F of the fund 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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Shareholder Expense Example

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 (November 7, 2013 to April 30, 2014). The hypothetical expense Example is based on an investment of $1,000 invested for the one-half year period (November 1, 2013 to April 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

	Annualized Expense Ratio^B	Beginning Account Value	Ending Account Value April 30, 2014	Expenses Paid During Period
Series Small Cap Discovery	.97%
Actual		$ 1,000.00	$ 1,017.00	$ 4.69 ^C
Hypothetical^A		$ 1,000.00	$ 1,019.98	$ 4.86 ^D
Class F	.79%
Actual		$ 1,000.00	$ 1,017.30	$ 3.82 ^C
Hypothetical^A		$ 1,000.00	$ 1,020.88	$ 3.96 ^D

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

^CActual expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 175/365 (to reflect the period November 7, 2013 to April 30, 2014).

^DHypothetical 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).

Annual Report

Investment Summary (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets
World Fuel Services Corp.	3.0
Tech Data Corp.	3.0
Blucora, Inc.	2.9
TCF Financial Corp.	2.8
Big Lots, Inc.	2.6
Aarons, Inc. Class A	2.6
PacWest Bancorp	2.6
AmSurg Corp.	2.4
Aspen Insurance Holdings Ltd.	2.4
Ingram Micro, Inc. Class A	2.4
	26.7
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets
Financials	23.8
Information Technology	20.2
Industrials	16.4
Consumer Discretionary	12.8
Health Care	11.8

Asset Allocation (% of fund's net assets)
As of April 30, 2014 *
	Stocks 99.0%
	Short-Term Investments and Net Other Assets (Liabilities) 1.0%
* Foreign investments		6.0%

xss952400

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.0%
	Shares		Value
CONSUMER DISCRETIONARY - 12.8%
Diversified Consumer Services - 0.8%
Regis Corp.	800,100		$ 10,513,314
Household Durables - 1.2%
Tempur Sealy International, Inc. (a)	326,100		16,363,698
Multiline Retail - 2.6%
Big Lots, Inc. (a)	900,000		35,550,000
Specialty Retail - 8.2%
Aarons, Inc. Class A	1,204,900		35,508,403
Asbury Automotive Group, Inc. (a)	155,500		9,600,570
Genesco, Inc. (a)	238,400		18,206,608
Murphy U.S.A., Inc. (a)	507,100		21,551,750
Rent-A-Center, Inc.	703,800		20,557,998
Tsutsumi Jewelry Co. Ltd.	274,900		6,224,810
			111,650,139
TOTAL CONSUMER DISCRETIONARY			174,077,151
CONSUMER STAPLES - 1.3%
Food Products - 1.3%
Post Holdings, Inc. (a)	335,300		17,522,778
ENERGY - 4.8%
Oil, Gas & Consumable Fuels - 4.8%
LinnCo LLC	363,296		10,012,438
Northern Oil & Gas, Inc. (a)(d)	943,400		14,556,662
World Fuel Services Corp.	907,200		41,313,887
			65,882,987
FINANCIALS - 23.8%
Banks - 8.5%
Associated Banc-Corp.	1,554,700		27,284,985
First Citizen Bancshares, Inc.	4,400		989,516
National Penn Bancshares, Inc.	1,456,500		14,230,005
PacWest Bancorp	890,632		35,064,182
TCF Financial Corp.	2,410,200		37,840,140
			115,408,828
Capital Markets - 3.3%
Federated Investors, Inc. Class B (non-vtg.)	1,019,800		29,105,092
Waddell & Reed Financial, Inc. Class A	235,900		15,911,455
			45,016,547
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Consumer Finance - 1.9%
Cash America International, Inc.	225,700		$ 9,829,235
EZCORP, Inc. (non-vtg.) Class A (a)	449,900		4,692,457
World Acceptance Corp. (a)(d)	164,100		11,913,660
			26,435,352
Insurance - 5.4%
Aspen Insurance Holdings Ltd.	700,600		32,073,468
Platinum Underwriters Holdings Ltd.	444,700		27,887,137
StanCorp Financial Group, Inc.	218,700		13,362,570
			73,323,175
Real Estate Investment Trusts - 1.6%
Franklin Street Properties Corp.	1,819,200		22,157,856
Thrifts & Mortgage Finance - 3.1%
Astoria Financial Corp.	1,396,500		18,517,590
Washington Federal, Inc.	1,123,800		24,251,604
			42,769,194
TOTAL FINANCIALS			325,110,952
HEALTH CARE - 11.8%
Health Care Equipment & Supplies - 3.7%
Hill-Rom Holdings, Inc.	656,800		24,538,048
Integra LifeSciences Holdings Corp. (a)	576,400		26,272,312
			50,810,360
Health Care Providers & Services - 8.1%
AmSurg Corp. (a)	761,200		32,967,572
Centene Corp. (a)	310,000		20,584,000
Chemed Corp.	196,800		16,387,536
MEDNAX, Inc. (a)	320,400		18,983,700
VCA Antech, Inc. (a)	700,000		21,441,000
			110,363,808
TOTAL HEALTH CARE			161,174,168
INDUSTRIALS - 16.4%
Air Freight & Logistics - 0.9%
Atlas Air Worldwide Holdings, Inc. (a)	348,017		12,177,115
Commercial Services & Supplies - 6.4%
ACCO Brands Corp. (a)	4,088,800		25,064,344
HNI Corp.	398,000		14,021,540
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Knoll, Inc.	670,200		$ 12,190,938
Quad/Graphics, Inc.	589,387		12,760,229
United Stationers, Inc.	608,700		22,844,511
			86,881,562
Electrical Equipment - 3.6%
EnerSys	321,300		21,713,454
GrafTech International Ltd. (a)(d)	2,496,800		27,989,128
			49,702,582
Machinery - 1.1%
Blount International, Inc. (a)	724,800		8,096,016
Columbus McKinnon Corp. (NY Shares)	274,000		7,258,260
			15,354,276
Professional Services - 2.2%
FTI Consulting, Inc. (a)	876,800		30,074,240
Trading Companies & Distributors - 2.2%
WESCO International, Inc. (a)	345,700		30,345,546
TOTAL INDUSTRIALS			224,535,321
INFORMATION TECHNOLOGY - 20.2%
Communications Equipment - 1.9%
Polycom, Inc. (a)	2,094,532		25,762,744
Electronic Equipment & Components - 6.6%
Ingram Micro, Inc. Class A (a)	1,186,700		31,993,432
SYNNEX Corp. (a)	239,900		16,164,462
Tech Data Corp. (a)	660,500		41,274,645
			89,432,539
Internet Software & Services - 4.4%
Blucora, Inc. (a)	2,050,000		39,462,500
j2 Global, Inc.	446,700		20,709,012
			60,171,512
IT Services - 4.4%
Booz Allen Hamilton Holding Corp. Class A	1,300,000		30,212,000
CACI International, Inc. Class A (a)	437,200		30,450,980
			60,662,980
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Software - 2.9%
Monotype Imaging Holdings, Inc.	618,100		$ 16,324,021
SS&C Technologies Holdings, Inc. (a)	601,100		23,394,812
			39,718,833
TOTAL INFORMATION TECHNOLOGY			275,748,608
MATERIALS - 4.2%
Containers & Packaging - 1.1%
Silgan Holdings, Inc.	300,000		14,925,000
Metals & Mining - 3.1%
Carpenter Technology Corp.	226,600		14,230,480
Haynes International, Inc.	192,300		10,201,515
RTI International Metals, Inc. (a)	649,500		18,289,920
			42,721,915
TOTAL MATERIALS			57,646,915
TELECOMMUNICATION SERVICES - 1.1%
Diversified Telecommunication Services - 1.1%
Intelsat SA	850,000		15,453,000
UTILITIES - 2.6%
Electric Utilities - 1.4%
UIL Holdings Corp.	535,500		19,668,915
Gas Utilities - 1.2%
Southwest Gas Corp.	289,100		15,903,391
TOTAL UTILITIES			35,572,306
TOTAL COMMON STOCKS (Cost $1,345,910,830)		1,352,724,186
Money Market Funds - 3.4%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	13,506,303		$ 13,506,303
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	33,026,150		33,026,150
TOTAL MONEY MARKET FUNDS (Cost $46,532,453)		46,532,453
TOTAL INVESTMENT PORTFOLIO - 102.4% (Cost $1,392,443,283)		1,399,256,639
NET OTHER ASSETS (LIABILITIES) - (2.4)%		(32,435,189)
NET ASSETS - 100%		$ 1,366,821,450

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	$ 5,867
Fidelity Securities Lending Cash Central Fund	20,706
Total	$ 26,573

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014

Assets
Investment in securities, at value (including securities loaned of $32,088,806) - See accompanying schedule: Unaffiliated issuers (cost $1,345,910,830)	$ 1,352,724,186
Fidelity Central Funds (cost $46,532,453)	46,532,453
Total Investments (cost $1,392,443,283)		$ 1,399,256,639
Receivable for fund shares sold		4,081,561
Dividends receivable		607,804
Distributions receivable from Fidelity Central Funds		13,797
Other receivables		5,895
Total assets		1,403,965,696

Liabilities
Payable for fund shares redeemed	3,084,427
Accrued management fee	868,074
Other affiliated payables	120,338
Other payables and accrued expenses	45,257
Collateral on securities loaned, at value	33,026,150
Total liabilities		37,144,246

Net Assets		$ 1,366,821,450
Net Assets consist of:
Paid in capital		$ 1,344,073,927
Undistributed net investment income		1,323,262
Accumulated undistributed net realized gain (loss) on investments		14,611,005
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		6,813,256
Net Assets		$ 1,366,821,450

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

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	April 30, 2014

Series Small Cap Discovery: Net Asset Value, offering price and redemption price per share ($572,514,899 ÷ 56,371,884 shares)		$ 10.16

Class F: Net Asset Value, offering price and redemption price per share ($794,306,551 ÷ 78,169,313 shares)		$ 10.16

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

Annual Report

Statement of Operations

	For the period November 7, 2013 (commencement of operations) to April 30, 2014

Investment Income
Dividends		$ 8,490,543
Interest		7
Income from Fidelity Central Funds		26,573
Total income		8,517,123

Expenses
Management fee	$ 4,878,934
Transfer agent fees	479,578
Accounting and security lending fees	206,545
Custodian fees and expenses	15,685
Independent trustees' compensation	2,114
Audit	45,420
Legal	329
Interest	65
Miscellaneous	691
Total expenses before reductions	5,629,361
Expense reductions	(10,600)	5,618,761
Net investment income (loss)		2,898,362
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers		14,611,005
Change in net unrealized appreciation (depreciation) on: Investment securities	6,813,356
Assets and liabilities in foreign currencies	(100)
Total change in net unrealized appreciation (depreciation)		6,813,256
Net gain (loss)		21,424,261
Net increase (decrease) in net assets resulting from operations		$ 24,322,623

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	For the period November 7, 2013 (commencement of operations) to April 30, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 2,898,362
Net realized gain (loss)	14,611,005
Change in net unrealized appreciation (depreciation)	6,813,256
Net increase (decrease) in net assets resulting from operations	24,322,623
Distributions to shareholders from net investment income	(1,575,100)
Share transactions - net increase (decrease)	1,344,073,927
Total increase (decrease) in net assets	1,366,821,450

Net Assets
Beginning of period	-
End of period (including undistributed net investment income of $1,323,262)	$ 1,366,821,450

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

Annual Report

Financial Highlights - Series Small Cap Discovery

Year ended April 30,	2014^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.02
Net realized and unrealized gain (loss)	.15
Total from investment operations	.17
Distributions from net investment income	(.01)
Net asset value, end of period	$ 10.16
Total Return^B,C	1.70%
Ratios to Average Net Assets^E,H
Expenses before reductions	.97%^A
Expenses net of fee waivers, if any	.97%^A
Expenses net of all reductions	.96%^A
Net investment income (loss)	.35%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 572,515
Portfolio Turnover^F	29%^I,J

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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 November 7, 2013 (commencement of operations) to April 30, 2014.

^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 reductions from 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.

^I Portfolio turnover rate excludes securities received or delivered in-kind.

^J Amount not annualized

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

Annual Report

Financial Highlights - Class F

Year ended April 30,	2014^G
Selected Per-Share Data
Net asset value, beginning of period	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.03
Net realized and unrealized gain (loss)	.14
Total from investment operations	.17
Distributions from net investment income	(.01)
Net asset value, end of period	$ 10.16
Total Return^B,C	1.73%
Ratios to Average Net Assets^E,H
Expenses before reductions	.79%^A
Expenses net of fee waivers, if any	.79%^A
Expenses net of all reductions	.79%^A
Net investment income (loss)	.52%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 794,307
Portfolio Turnover^F	29%^I,J

^A Annualized

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

^C Total returns would have been lower if certain expenses had not been reduced during the applicable 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 November 7, 2013 (commencement of operations) to April 30, 2014.

^I Portfolio turnover rate excludes securities received or delivered in-kind.

^J Amount not annualized

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

1. Organization.

Fidelity Series Small Cap Discovery Fund (the Fund) is a fund of Fidelity Commonwealth Trust (the Trust) and is authorized to issue an unlimited number of shares. Shares of the Fund are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager. 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 Series Small Cap Discovery 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

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

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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. 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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Gross unrealized appreciation	$ 67,702,201
Gross unrealized depreciation	(60,888,845)
Net unrealized appreciation (depreciation) on securities and other investments	$ 6,813,356

Tax Cost	$ 1,392,443,283

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 15,934,268
Net unrealized appreciation (depreciation)	$ 6,813,256

The tax character of distributions paid was as follows:

	April 30, 2014
Ordinary Income	$ 1,575,100

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and in-kind transactions, aggregated $331,725,659 and $327,462,748, respectively.

5. Fees and Other Transactions with Affiliates.

Annual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 Series Small Cap Discovery as compared to its benchmark index, the Russell® 2000 Index, over the same 36 month performance period. The Fund's performance adjustment will not take effect until November 1, 2014. Subsequent months will be added until the performance period includes 36 months. Under the management contract, effective December 1, 2013 the management fee is increased for a transitional management fee adjustment equal to $67,300 per month. This transitional management fee adjustment will remain in place through May 31, 2015. For the reporting period, the total annualized management fee rate was .75% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, 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 Series Small Cap Discovery. 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, transfer agent fees for each applicable class were as follows:

	Amount	% of Average Net Assets*
Series Small Cap Discovery	$ 479,578	.17

* Annualized

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the Fund, along with other registered investment companies having management contracts with FMR or other affiliated entities of 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 Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 1,982,000	.30%	$ 65

Exchanges In-Kind. During the period, certain investment companies managed by the investment adviser or its affiliates (Investing Funds) completed exchanges in-kind with the Fund. The Investing Funds delivered investments valued at $1,338,424,445 in exchange for 133,842,445 shares of the Fund. The amount of in-kind exchanges is included in share transactions in the accompanying Statement of Changes in Net Assets as well as Note 10: Share Transactions. The Fund recognized no gain or loss for federal income tax purposes.

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $213 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

Annual Report

7. Security Lending - continued

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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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 rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $20,706. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Year ended April 30,	2014^A
From net investment income
Series Small Cap Discovery	$ 587,217
Class F	987,883
Total	$ 1,575,100

^A For the period November 7, 2013 (commencement of operations) to April 30, 2014.

Annual Report

Notes to Financial Statements - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares	Dollars
Year ended April 30,	2014 ^A	2014 ^A
Series Small Cap Discovery
Shares sold	62,349,165^B	$ 623,684,104^B
Reinvestment of distributions	57,570	587,217
Shares redeemed	(6,034,851)	(61,504,470)
Net increase (decrease)	56,371,884	$ 562,766,851
Class F
Shares sold	83,885,048^B	$ 839,706,612^B
Reinvestment of distributions	96,946	987,883
Shares redeemed	(5,812,681)	(59,387,419)
Net increase (decrease)	78,169,313	$ 781,307,076

^A For the period November 7, 2013 (commencement of operations) to April 30, 2014.

^B Amount includes in-kind exchanges (see Note 5: Exchanges In-Kind).

11. Other.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Fund.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Series Small Cap Discovery Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Series Small Cap Discovery Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of April 30, 2014, and the related statement of operations, the statement of changes in net assets and financial highlights for the period from November 7, 2013 (commencement of operations) to April 30, 2014. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

We conducted our audit 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of April 30, 2014, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Series Small Cap Discovery Fund as of April 30, 2014, and the results of its operations, the changes in its net assets and the financial highlights for the period from November 7, 2013 (commencement of operations) to April 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 16, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544 for Fidelity Series Small Cap Discovery Fund, or 1-800-835-5092 for Class F.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer, and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010 Vice President
	Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Series Small Cap Discovery Fund voted to pay to shareholders of record at the opening of business on record date, the following distributions per share derived from capital gains realized from sales of portfolio securities and dividends derived from net investment income:

	Pay Date	Record Date	Dividends	Capital Gains
Series Small Cap Discovery	06/09/14	06/06/14	$0.007	$0.111
Class F	06/09/14	06/06/14	$0.012	$0.111

Series Small Cap Discovery and Class F declare 100% of the dividends during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

Series Small Cap Discovery and Class F declare 100% of the dividends distributed during the fiscal year as amounts which may be taken into account as a dividend for purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Series Small Cap Discovery Fund

On September 18, 2013, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve 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, considered a broad range of information.

Nature, Extent, and Quality of Services Provided. The Board considered the staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel, and also considered the fund's investment objective, strategies, and related investment philosophy. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of the Investment Advisers' investment staff, including its size, education, experience, and resources, as well as the Investment Advisers' approach to recruiting, training, managing, and compensating investment personnel. The Board also noted that FMR has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. The Board also believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered the Investment Advisers' trading and risk management capabilities and resources, which are an integral part of the investment management process.

Shareholder and Administrative Services. The Board considered the nature, extent, quality, and cost of advisory, administrative, and shareholder services to be performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, and pricing and bookkeeping, and securities lending services for the fund. The Board also considered the nature and extent of the supervision of third party service providers, principally custodians and subcustodians.

Annual Report

Based on its review, the Board concluded that the nature, extent, and quality of services to be provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's proposed management fee, including the Transitional Management Fee Adjustment included in the calculation of the management fee, and the projected total expense ratio of each class of the fund in reviewing the Advisory Contracts. The Board noted that the fund's proposed management fee rate is lower than the median fee rate of funds with similar Lipper investment objective categories and comparable investment mandates. With respect to the Transitional Management Fee Adjustment, the Board considered FMR's position that the adjustment is designed to allocate to the fund its proportionate share of a positive performance fee accrued while the fund's assets were invested in a retail fund. The Board also considered that the projected total expense ratios are comparable to those of similar classes and funds that Fidelity offers to shareholders.

Based on its review, the Board concluded that management fee and the projected total expense ratio of each class of the fund were reasonable in light of the services that the fund and its shareholders will receive and the other factors considered.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

XS4-ANN-0614
1.968029.100

Fidelity®

Small Cap Discovery

Fund

Annual Report

April 30, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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)
Trustees and Officers	(Click Here)
Distributions	(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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended April 30, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Small Cap Discovery Fund	19.26%	25.41%	12.29%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Discovery Fund on April 30, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

smr585904

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by higher consumer spending and the lowest unemployment since 2008 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from Charles Myers, Portfolio Manager of the Fidelity® Small Cap Discovery Fund: For the year, the fund added 19.26%, lagging the Russell 2000®. For most of the past 12 months, high-momentum, high-valuation stocks were leading the market. This resulted in the fund's strong performance on an absolute basis. That said, it was a very difficult environment for a fund such as this one - with its focus on high-quality, low-priced businesses - to outperform the benchmark. During the period, the biggest individual contributor relative to the benchmark was Waddell & Reed Financial, an out-of-benchmark asset manager that saw strong earnings growth in recent years. I reduced the fund's stake as the company's valuation grew into mid-cap territory. The biggest individual detractor was furniture and appliance rental company Rent-A-Center, which struggled amid weak same-store sales and mounting competitive pressures. It's one of a handful of holdings oriented toward low-income consumers that encountered difficulty during the 12 months and were big relative detractors, including pawn broker EZCORP and consumer finance company World Acceptance. On the positive side, the fund benefited from a position in CapitalSource, a commercial lender that had been acquired at a premium price by PacWest Bancorp, another fund holding.

Annual 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 (November 1, 2013 to April 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Actual	1.01%	$ 1,000.00	$ 1,024.00	$ 5.07
Hypothetical ^A		$ 1,000.00	$ 1,019.79	$ 5.06

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Tech Data Corp.	3.1	2.6
TCF Financial Corp.	3.0	2.7
Ingram Micro, Inc. Class A	2.7	2.2
Superior Energy Services, Inc.	2.6	2.2
Aarons, Inc. Class A	2.6	1.5
EnerSys	2.4	2.3
Federated Investors, Inc. Class B (non-vtg.)	2.3	2.1
Centene Corp.	2.3	1.8
j2 Global, Inc.	2.3	2.8
CACI International, Inc. Class A	2.3	2.2
	25.6
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	21.7	21.9
Information Technology	20.0	18.6
Consumer Discretionary	15.8	16.4
Health Care	15.2	14.8
Industrials	13.6	13.8

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks 99.6%			Stocks 99.6%
	Short-Term Investments and Net Other Assets (Liabilities) 0.4%			Short-Term Investments and Net Other Assets (Liabilities) 0.4%
* Foreign investments		3.4%	** Foreign investments		3.2%

smr585912

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 99.6%
	Shares		Value
CONSUMER DISCRETIONARY - 15.8%
Diversified Consumer Services - 0.7%
Regis Corp. (e)	3,500,000		$ 45,990,000
Household Durables - 0.8%
Tempur Sealy International, Inc. (a)	1,075,000		53,943,500
Leisure Products - 2.1%
Brunswick Corp.	3,400,000		136,646,000
Multiline Retail - 2.1%
Big Lots, Inc. (a)(e)	3,450,000		136,275,000
Specialty Retail - 9.1%
Aarons, Inc. Class A (e)	5,584,476		164,574,508
Asbury Automotive Group, Inc. (a)	1,050,000		64,827,000
Genesco, Inc. (a)(e)	1,700,000		129,829,000
Murphy U.S.A., Inc. (a)	2,101,500		89,313,750
Rent-A-Center, Inc. (e)	4,181,161		122,131,713
Tsutsumi Jewelry Co. Ltd.	665,900		15,078,579
			585,754,550
Textiles, Apparel & Luxury Goods - 1.0%
Vera Bradley, Inc. (a)(d)(e)	2,168,492		61,368,324
TOTAL CONSUMER DISCRETIONARY			1,019,977,374
CONSUMER STAPLES - 2.2%
Food Products - 2.2%
Post Holdings, Inc. (a)(d)(e)	2,717,900		142,037,454
ENERGY - 3.3%
Energy Equipment & Services - 2.6%
Superior Energy Services, Inc.	5,000,000		164,600,000
Oil, Gas & Consumable Fuels - 0.7%
LinnCo LLC (d)	1,750,000		48,230,000
TOTAL ENERGY			212,830,000
FINANCIALS - 21.7%
Banks - 8.9%
Associated Banc-Corp.	5,800,000		101,790,000
Cathay General Bancorp	2,450,000		57,820,000
First Citizen Bancshares, Inc.	314,990		70,838,101
National Penn Bancshares, Inc.	4,120,100		40,253,377
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Banks - continued
PacWest Bancorp	2,751,890		$ 108,341,909
TCF Financial Corp. (e)	12,500,000		196,250,000
			575,293,387
Capital Markets - 3.8%
Federated Investors, Inc. Class B (non-vtg.) (d)	5,220,000		148,978,800
Waddell & Reed Financial, Inc. Class A	1,455,500		98,173,475
			247,152,275
Consumer Finance - 1.9%
Cash America International, Inc. (d)	1,155,993		50,343,495
EZCORP, Inc. (non-vtg.) Class A (a)	2,548,444		26,580,271
World Acceptance Corp. (a)(d)(e)	589,900		42,826,740
			119,750,506
Insurance - 1.9%
Amerisafe, Inc. (e)	1,160,000		49,474,000
Platinum Underwriters Holdings Ltd.	1,194,150		74,885,147
			124,359,147
Real Estate Investment Trusts - 2.5%
Franklin Street Properties Corp. (e)	6,700,000		81,606,000
The Geo Group, Inc.	2,400,000		80,472,000
			162,078,000
Thrifts & Mortgage Finance - 2.7%
Astoria Financial Corp.	4,475,000		59,338,500
Washington Federal, Inc. (e)	5,208,300		112,395,114
			171,733,614
TOTAL FINANCIALS			1,400,366,929
HEALTH CARE - 15.2%
Health Care Equipment & Supplies - 2.9%
Hill-Rom Holdings, Inc.	2,200,000		82,192,000
Integra LifeSciences Holdings Corp. (a)(e)	2,319,648		105,729,556
			187,921,556
Health Care Providers & Services - 12.3%
AmSurg Corp. (a)(e)	2,140,000		92,683,400
Centene Corp. (a)	2,200,000		146,080,000
Chemed Corp. (d)(e)	1,575,000		131,150,250
MEDNAX, Inc. (a)	765,000		45,326,250
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Health Care Providers & Services - continued
Owens & Minor, Inc. (d)(e)	3,400,000		$ 114,036,000
Team Health Holdings, Inc. (a)	2,500,000		121,200,000
VCA Antech, Inc. (a)(e)	4,600,000		140,898,000
			791,373,900
TOTAL HEALTH CARE			979,295,456
INDUSTRIALS - 13.6%
Commercial Services & Supplies - 2.8%
HNI Corp.	2,051,200		72,263,776
Quad/Graphics, Inc. (e)	2,577,827		55,809,955
United Stationers, Inc.	1,435,677		53,880,958
			181,954,689
Electrical Equipment - 5.5%
EnerSys	2,300,000		155,434,000
GrafTech International Ltd. (a)(d)(e)	11,498,151		128,894,273
Powell Industries, Inc. (e)	1,150,000		72,818,000
			357,146,273
Machinery - 1.3%
Blount International, Inc. (a)(e)	2,692,171		30,071,550
Columbus McKinnon Corp. (NY Shares) (e)	1,870,000		49,536,300
			79,607,850
Professional Services - 2.1%
FTI Consulting, Inc. (a)(e)	4,000,000		137,200,000
Trading Companies & Distributors - 1.9%
Diploma PLC	3,000,000		33,354,342
WESCO International, Inc. (a)	1,015,322		89,124,965
			122,479,307
TOTAL INDUSTRIALS			878,388,119
INFORMATION TECHNOLOGY - 20.0%
Communications Equipment - 2.2%
Polycom, Inc. (a)(e)	11,680,000		143,664,000
Electronic Equipment & Components - 6.9%
Ingram Micro, Inc. Class A (a)	6,450,000		173,892,000
SYNNEX Corp. (a)	1,012,681		68,234,446
Tech Data Corp. (a)(e)	3,223,825		201,456,823
			443,583,269
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 3.2%
Blucora, Inc. (a)	2,053,387		$ 39,527,700
j2 Global, Inc. (d)(e)	3,150,000		146,034,000
QuinStreet, Inc. (a)(e)	4,000,000		24,400,000
			209,961,700
IT Services - 4.5%
Booz Allen Hamilton Holding Corp. Class A	4,000,000		92,960,000
CACI International, Inc. Class A (a)(e)	2,089,016		145,499,964
WEX, Inc. (a)	550,000		52,783,500
			291,243,464
Software - 3.2%
Monotype Imaging Holdings, Inc. (e)	2,572,103		67,929,240
SS&C Technologies Holdings, Inc. (a)	3,500,000		136,220,000
			204,149,240
TOTAL INFORMATION TECHNOLOGY			1,292,601,673
MATERIALS - 4.5%
Containers & Packaging - 0.9%
Silgan Holdings, Inc.	1,200,000		59,700,000
Metals & Mining - 3.6%
Carpenter Technology Corp.	1,600,000		100,480,000
Haynes International, Inc. (e)	1,009,944		53,577,529
RTI International Metals, Inc. (a)(e)	2,685,000		75,609,600
			229,667,129
TOTAL MATERIALS			289,367,129
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 1.6%
Intelsat SA (d)(e)	5,800,000		105,444,000
UTILITIES - 1.7%
Electric Utilities - 1.7%
UIL Holdings Corp. (e)	3,000,629		110,213,103
TOTAL COMMON STOCKS (Cost $4,834,517,753)		6,430,521,237
Money Market Funds - 4.8%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	7,229,940		$ 7,229,940
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	307,304,398		307,304,398
TOTAL MONEY MARKET FUNDS (Cost $314,534,338)		314,534,338
TOTAL INVESTMENT PORTFOLIO - 104.4% (Cost $5,149,052,091)			6,745,055,575
NET OTHER ASSETS (LIABILITIES) - (4.4)%			(287,155,398)
NET ASSETS - 100%		$ 6,457,900,177

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 34,674
Fidelity Securities Lending Cash Central Fund	2,680,327
Total	$ 2,715,001

Other Affiliated Issuers

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aarons, Inc. Class A	$ -	$ 157,445,770	$ -	$ 226,474	$ 164,574,508
Amerisafe, Inc.	37,885,600	-	-	997,600	49,474,000
AmSurg Corp.	48,500,576	28,804,650	-	-	92,683,400
Asbury Automotive Group, Inc.	75,449,380	34,653,883	44,331,771	-	-
Berry Petroleum Co. Class A	164,331,299	34,653,883	19,148,224	860,413	-
Big Lots, Inc.	-	123,195,770	-	-	136,275,000
Blount International, Inc.	35,628,711	1,584,441	-	-	30,071,550
CACI International, Inc. Class A	102,121,902	22,351,919	-	-	145,499,964
Chemed Corp.	126,511,000	10,101,807	9,578,048	1,239,000	131,150,250
Chiquita Brands International, Inc.	30,817,730	-	43,015,807	-	-
Columbus McKinnon Corp. (NY Shares)	35,118,600	-	-	-	49,536,300
Franklin Street Properties Corp.	88,566,000	11,771,444	-	4,854,861	81,606,000
FTI Consulting, Inc.	132,480,000	-	-	-	137,200,000
Genesco, Inc.	104,635,000	-	-	-	129,829,000
GrafTech International Ltd.	82,533,368	24,576	-	-	128,894,273
Haynes International, Inc.	40,832,400	7,842,064	-	821,214	53,577,529
Hi-Tech Pharmacal Co., Inc.	44,865,726	-	58,637,346	-	-
HNI Corp.	103,290,000	-	35,272,749	2,520,000	-
Integra LifeSciences Holdings Corp.	74,964,200	7,159,420	-	-	105,729,556
Intelsat SA	64,480,000	54,071,813	-	-	105,444,000
j2 Global, Inc.	162,800,000	11,901,000	58,765,030	3,855,000	146,034,000
Monotype Imaging Holdings, Inc.	66,262,016	2,639,995	10,636,087	704,747	67,929,240
Owens & Minor, Inc.	110,738,000	-	-	3,298,000	114,036,000
Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Polycom, Inc.	$ 120,750,000	$ 1,809,049	$ -	$ -	$ 143,664,000
Post Holdings, Inc.	78,628,054	39,308,713	-	-	142,037,454
Powell Industries, Inc.	56,626,000	-	-	575,000	72,818,000
Quad/Graphics, Inc.	76,581,780	419,950	25,486,977	4,357,392	55,809,955
QuinStreet, Inc.	27,963,379	-	2,262,469	-	24,400,000
Regis Corp.	84,375,000	-	15,454,626	750,000	45,990,000
Rent-A-Center, Inc.	125,568,110	18,369,746	-	3,361,743	122,131,713
RTI International Metals, Inc.	77,918,700	-	-	-	75,609,600
Ryoyo Electro Corp.	13,657,729	-	13,048,505	141,812	-
TCF Financial Corp.	160,050,000	22,507,887	-	2,362,500	196,250,000
Tech Data Corp.	133,144,845	28,078,225	12,498,713	-	201,456,823
UIL Holdings Corp.	108,264,000	14,956,112	-	4,845,544	110,213,103
Valassis Communica-tions, Inc.	69,329,150	307,987	92,449,649	2,519,401	-
VCA Antech, Inc.	113,270,000	-	3,407,925	-	140,898,000
Vera Bradley, Inc.	-	58,833,169	7,977,852	-	61,368,324
Washington Federal, Inc.	91,086,850	-	1,890,860	2,036,012	112,395,114
World Acceptance Corp.	52,418,514	-	-	-	42,826,740
Total	$ 3,122,443,619	$ 658,139,390	$ 453,862,638	$ 40,326,713	$ 3,417,413,396

Other Information

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2014

Assets
Investment in securities, at value (including securities loaned of $296,506,262) - See accompanying schedule: Unaffiliated issuers (cost $1,983,487,375)	$ 3,013,107,841
Fidelity Central Funds (cost $314,534,338)	314,534,338
Other affiliated issuers (cost $2,851,030,378)	3,417,413,396
Total Investments (cost $5,149,052,091)		$ 6,745,055,575
Receivable for investments sold		33,672,331
Receivable for fund shares sold		4,335,508
Dividends receivable		2,766,942
Distributions receivable from Fidelity Central Funds		229,460
Prepaid expenses		7,703
Other receivables		21,358
Total assets		6,786,088,877

Liabilities
Payable for investments purchased	$ 5,943,445
Payable for fund shares redeemed	9,287,214
Accrued management fee	4,516,491
Other affiliated payables	1,078,302
Other payables and accrued expenses	58,850
Collateral on securities loaned, at value	307,304,398
Total liabilities		328,188,700

Net Assets		$ 6,457,900,177
Net Assets consist of:
Paid in capital		$ 4,575,874,969
Undistributed net investment income		4,321,806
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		281,700,159
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,596,003,243
Net Assets, for 209,874,943 shares outstanding		$ 6,457,900,177
Net Asset Value, offering price and redemption price per share ($6,457,900,177 ÷ 209,874,943 shares)		$ 30.77

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

Annual Report

Statement of Operations

	Year ended April 30, 2014

Investment Income
Dividends (including $40,326,713 earned from other affiliated issuers)		$ 72,369,078
Interest		75
Income from Fidelity Central Funds		2,715,001
Total income		75,084,154

Expenses
Management fee Basic fee	$ 45,438,532
Performance adjustment	6,562,802
Transfer agent fees	11,710,585
Accounting and security lending fees	1,205,322
Custodian fees and expenses	82,221
Independent trustees' compensation	28,820
Registration fees	87,492
Audit	63,503
Legal	16,451
Interest	165
Miscellaneous	82,246
Total expenses before reductions	65,278,139
Expense reductions	(78,687)	65,199,452
Net investment income (loss)		9,884,702
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	404,882,697
Other affiliated issuers	95,484,127
Foreign currency transactions	(1,327)
Total net realized gain (loss)		500,365,497
Change in net unrealized appreciation (depreciation) on: Investment securities	590,525,806
Assets and liabilities in foreign currencies	23,709
Total change in net unrealized appreciation (depreciation)		590,549,515
Net gain (loss)		1,090,915,012
Net increase (decrease) in net assets resulting from operations		$ 1,100,799,714

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Year ended April 30, 2014	Year ended April 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 9,884,702	$ 38,049,928
Net realized gain (loss)	500,365,497	250,201,141
Change in net unrealized appreciation (depreciation)	590,549,515	685,172,625
Net increase (decrease) in net assets resulting from operations	1,100,799,714	973,423,694
Distributions to shareholders from net investment income	(7,083,948)	(35,052,646)
Distributions to shareholders from net realized gain	(383,644,676)	(68,024,851)
Total distributions	(390,728,624)	(103,077,497)
Share transactions Proceeds from sales of shares	1,436,403,688	2,813,664,819
Reinvestment of distributions	365,065,489	97,348,365
Cost of shares redeemed	(1,706,009,510)	(911,856,116)
Net increase (decrease) in net assets resulting from share transactions	95,459,667	1,999,157,068
Redemption fees	806,812	1,128,048
Total increase (decrease) in net assets	806,337,569	2,870,631,313

Net Assets
Beginning of period	5,651,562,608	2,780,931,295
End of period (including undistributed net investment income of $4,321,806 and undistributed net investment income of $1,965,455, respectively)	$ 6,457,900,177	$ 5,651,562,608
Other Information Shares
Sold	48,454,801	115,528,295
Issued in reinvestment of distributions	12,531,624	4,296,405
Redeemed	(56,944,515)	(38,317,979)
Net increase (decrease)	4,041,910	81,506,721

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

Annual Report

Financial Highlights

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 27.46	$ 22.37	$ 22.78	$ 18.43	$ 11.27
Income from Investment Operations
Net investment income (loss) ^B	.05	.25	(.02)	- ^{E, H}	.02
Net realized and unrealized gain (loss)	5.10	5.55	.11	4.43	7.18
Total from investment operations	5.15	5.80	.09	4.43	7.20
Distributions from net investment income	(.03)	(.22)	-	- ^G	(.05)
Distributions from net realized gain	(1.81)	(.49)	(.51)	(.10) ^G	-
Total distributions	(1.84)	(.72) ^I	(.51)	(.10)	(.05)
Redemption fees added to paid in capital ^B	- ^H	.01	.01	.02	.01
Net asset value, end of period	$ 30.77	$ 27.46	$ 22.37	$ 22.78	$ 18.43
Total Return ^A	19.26%	26.69%	.72%	24.22%	64.12%
Ratios to Average Net Assets ^{C, F}
Expenses before reductions	1.01%	1.06%	1.07%	1.08%	1.26%
Expenses net of fee waivers, if any	1.01%	1.06%	1.07%	1.05%	1.05%
Expenses net of all reductions	1.01%	1.05%	1.07%	1.04%	1.04%
Net investment income (loss)	.15%	1.02%	(.12)%	(.01)% ^E	.10%
Supplemental Data
Net assets, end of period (000 omitted)	$ 6,457,900	$ 5,651,563	$ 2,780,931	$ 2,103,237	$ 576,632
Portfolio turnover rate ^D	17%	26%	20%	11%	37%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.06 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.34)%.

^F Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund 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 Fund.

^G The amount shown reflects certain reclassifications related to book to tax differences that were made in the year shown.

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

^I Total distributions of $.72 per share is comprised of distributions from net investment income of $.223 and distributions from net realized gain of $.493 per share.

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

1. Organization.

Fidelity Small Cap Discovery Fund (the Fund) is a fund of Fidelity Commonwealth 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. Effective after the close of business on January 31, 2013, the Fund was closed to new accounts with certain exceptions.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. 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 as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Expenses - continued

of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC) and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 1,697,568,775
Gross unrealized depreciation	(106,782,523)
Net unrealized appreciation (depreciation) on securities and other investments	$ 1,590,786,252

Tax Cost	$ 5,154,269,323

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 4,321,806
Undistributed long-term capital gain	$ 286,917,392
Net unrealized appreciation (depreciation)	$ 1,590,786,011

The tax character of distributions paid was as follows:

	April 30, 2014	April 30, 2013
Ordinary Income	$ 18,193,817	$ 35,052,646
Long-term Capital Gains	372,534,807	68,024,851
Total	$ 390,728,624	$ 103,077,497

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 1.50% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,101,719,071 and $1,403,343,562, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) 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 .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. 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 Fund's relative investment performance as compared to its benchmark index, the Russell 2000 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate,

Annual Report

Notes to Financial Statements - continued

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

including the performance adjustment, was .80% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Borrower or Lender	Average Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 9,351,500	.32%	$ 165

6. Committed Line of Credit.

Annual Report

6. Committed Line of Credit - continued

purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $11,586 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. 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, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. 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. The value of securities loaned to FCM at period end was $8,243,392. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $2,680,327, including $148,384 from securities loaned to FCM.

8. Expense Reductions.

The investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $78,687.

9. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Small Cap Discovery Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Small Cap Discovery Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of April 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Small Cap Discovery Fund as of April 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 12, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010 Vice President
	Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Discovery Fund voted to pay on June 9, 2014, to shareholders of record at the opening of business on June 06, 2014, a distribution of $1.389 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.021 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014 $471,083,541, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 100% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 100% of the dividend distributed during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.
Boston, MA

Fidelity Service Company, Inc.
Boston, MA

Custodian

State Street Bank and Trust Company

Quincy, MA

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®) smr585914
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SMR-UANN-0614
1.784729.111

Fidelity®

Small Cap Stock

Fund

Annual Report

April 30, 2014

(Fidelity Cover Art)

Performance	(Click Here)	How the fund has done over time.
Management's Discussion of Fund Performance	(Click Here)	The Portfolio Manager's review of fund performance and strategy.
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)
Trustees and Officers	(Click Here)
Distributions	(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.

Annual Report

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended April 30, 2014	Past 1 year	Past 5 years	Past 10 years
Fidelity® Small Cap Stock Fund	18.08%	17.27%	7.64%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Stock Fund on April 30, 2004. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

slc700727

Annual Report

Management's Discussion of Fund Performance

Market Recap: U.S. stocks overcame fears of higher interest rates, slower economic growth and a volatile start to 2014 to post strong gains for the 12 months ending April 30, 2014. The S&P 500® Index returned 20.44%, finishing near its all-time high. U.S. Federal Reserve policies that balanced stimulus reductions with low interest rates contributed to a broad advance, with eight of 10 S&P 500® market sectors posting a double-digit gain. Industrials was the best-performing sector, up about 30%, as demand improved for autos and other durable goods. Health care stocks rose 25%, as new insurance programs and a favorable drug-approval environment raised earnings-growth expectations. Conversely, the typically defensive telecommunication services sector was the only group to lose ground (-3%), while utilities (+8%) lagged. Volatility increased in the first quarter amid rising tension in Ukraine, fear of a slowing economy in China and a late-January decline for momentum stocks. Still, markets finished the period on an uptrend, aided by higher consumer spending and the lowest unemployment since 2008 - both of which helped to take the sting out of weather-beaten first-quarter gross domestic product (GDP) figures. The growth-oriented Nasdaq Composite Index® rose 25.20%, the small-cap Russell 2000® Index returned 20.50% and the Russell Midcap® Index added 21.25%.

Comments from Lionel Harris, Portfolio Manager of Fidelity® Small Cap Stock Fund: For the 12 months ending April 30, 2014, the fund gained 18.08%, lagging the Russell 2000®. Weak positioning in the consumer discretionary sector and disappointing security selection in materials hurt, as did the fund's moderate cash stake in a rising market. However, a helpful underweighting in the financials sector and good stock picking in information technology were positives. By a wide margin, the biggest individual detractor was a small non-index position in ARIAD Pharmaceuticals, whose promising leukemia drug, Iclusig, suffered a regulatory setback. Given the changed circumstances in ARIAD's prospects, I eliminated the fund's position in December. Another meaningful detractor was Cyrela Brazil Realty, a "best in class" Brazilian homebuilder that fit all of my quality and valuation criteria very well. Unfortunately, unexpected political turmoil in Brazil heightened the risk associated with Cyrela, and in March I opted to eliminate the fund's non-index stake in favor of other opportunities. On the positive side, Finisar, which develops optical systems and components for a variety of telecommunication networks, was a particularly strong holding, as was Spar Nord Bank, a very well-run, well-capitalized regional bank in Denmark not found the benchmark. I pared the fund's holding in Spar Nord as its valuation increased.

Annual 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 (November 1, 2013 to April 30, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value November 1, 2013	Ending Account Value April 30, 2014	Expenses Paid During Period* November 1, 2013 to April 30, 2014
Actual	.67%	$ 1,000.00	$ 1,052.80	$ 3.41
Hypothetical^A		$ 1,000.00	$ 1,021.47	$ 3.36

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

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

Annual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Allied World Assurance Co. Holdings Ltd.	2.0	1.7
Parametric Technology Corp.	1.8	1.6
WESCO International, Inc.	1.8	1.5
AECOM Technology Corp.	1.8	1.3
Cleco Corp.	1.8	1.5
Targa Resources Corp.	1.7	1.3
Prysmian SpA	1.7	1.4
Dechra Pharmaceuticals PLC	1.7	1.3
Riverbed Technology, Inc.	1.7	1.1
FirstMerit Corp.	1.6	1.7
	17.6
Top Five Market Sectors as of April 30, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.0	19.8
Financials	20.2	19.6
Industrials	16.0	15.6
Health Care	11.1	9.9
Consumer Discretionary	11.0	13.8

Asset Allocation (% of fund's net assets)
As of April 30, 2014*			As of October 31, 2013**
	Stocks 98.7%			Stocks 94.6%
	Short-Term Investments and Net Other Assets (Liabilities) 1.3%			Short-Term Investments and Net Other Assets (Liabilities) 5.4%
* Foreign investments		17.3%	** Foreign investments		13.1%

slc700735

Annual Report

Investments April 30, 2014

Showing Percentage of Net Assets

Common Stocks - 98.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 11.0%
Hotels, Restaurants & Leisure - 1.6%
Bloomin' Brands, Inc. (a)	731,200		$ 15,589
Life Time Fitness, Inc. (a)(d)	198,300		9,518
Penn National Gaming, Inc. (a)	775,483		8,654
			33,761
Household Durables - 0.7%
De Longhi SpA (d)	537,243		11,657
KB Home (d)	119,000		1,965
			13,622
Internet & Catalog Retail - 1.1%
HSN, Inc.	395,000		22,926
Leisure Products - 1.2%
Amer Group PLC (A Shares)	503,862		10,402
Brunswick Corp.	346,300		13,918
			24,320
Media - 1.0%
Sinclair Broadcast Group, Inc. Class A (d)	742,000		19,834
Specialty Retail - 4.4%
Murphy U.S.A., Inc. (a)	601,610		25,568
Office Depot, Inc. (a)	2,383,655		9,749
USS Co. Ltd.	1,315,300		19,157
Vitamin Shoppe, Inc. (a)	535,000		25,616
Zumiez, Inc. (a)	420,858		10,290
			90,380
Textiles, Apparel & Luxury Goods - 1.0%
Steven Madden Ltd. (a)	584,032		20,797
TOTAL CONSUMER DISCRETIONARY			225,640
CONSUMER STAPLES - 1.7%
Beverages - 0.6%
Coca-Cola Bottling Co. Consolidated	147,245		12,108
Food & Staples Retailing - 0.6%
Cosmos Pharmaceutical Corp.	120,000		12,829
Personal Products - 0.5%
Elizabeth Arden, Inc. (a)	282,595		10,383
TOTAL CONSUMER STAPLES			35,320
Common Stocks - continued
	Shares		Value (000s)
ENERGY - 7.3%
Energy Equipment & Services - 2.1%
Helix Energy Solutions Group, Inc. (a)	731,049		$ 17,574
Western Energy Services Corp.	2,431,700		24,981
			42,555
Oil, Gas & Consumable Fuels - 5.2%
Ardmore Shipping Corp.	248,098		3,235
Northern Oil & Gas, Inc. (a)(d)	770,607		11,890
Rosetta Resources, Inc. (a)	445,700		21,099
Scorpio Tankers, Inc.	657,672		5,926
Targa Resources Corp.	327,000		35,313
World Fuel Services Corp.	644,000		29,328
			106,791
TOTAL ENERGY			149,346
FINANCIALS - 20.2%
Banks - 8.0%
City National Corp.	356,600		25,878
Customers Bancorp, Inc. (a)	654,069		14,409
East West Bancorp, Inc.	294,803		10,174
FirstMerit Corp.	1,745,000		33,836
Popular, Inc. (a)	271,000		8,374
Spar Nord Bank A/S	2,741,723		30,832
UMB Financial Corp.	411,592		24,165
United Community Banks, Inc., Georgia (a)	983,000		15,875
			163,543
Capital Markets - 1.8%
AllianceBernstein Holding LP	573,700		14,589
Vontobel Holdings AG	575,099		22,511
			37,100
Consumer Finance - 0.6%
Springleaf Holdings, Inc.	555,100		12,756
Insurance - 5.0%
Allied World Assurance Co. Holdings Ltd.	376,000		40,489
Employers Holdings, Inc.	220,000		4,477
Primerica, Inc.	650,000		29,829
Validus Holdings Ltd.	761,500		28,229
			103,024
Real Estate Investment Trusts - 3.8%
CBL & Associates Properties, Inc.	1,269,900		23,074
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Coresite Realty Corp. (d)	876,768		$ 26,671
Gaming & Leisure Properties	327,497		12,036
Piedmont Office Realty Trust, Inc. Class A	973,200		17,138
			78,919
Real Estate Management & Development - 1.0%
Altisource Portfolio Solutions SA	188,381		19,537
TOTAL FINANCIALS			414,879
HEALTH CARE - 11.1%
Biotechnology - 3.4%
Acorda Therapeutics, Inc. (a)	66,842		2,370
ArQule, Inc. (a)	1,192,421		1,932
BIND Therapeutics, Inc. (d)	44,181		417
Biota Pharmaceuticals, Inc. (a)	135,000		498
Curis, Inc. (a)	304,225		688
Cytokinetics, Inc. (a)	267,700		1,218
Discovery Laboratories, Inc. (a)	100,000		178
Dynavax Technologies Corp. (a)	232,100		378
Emergent BioSolutions, Inc. (a)	66,800		1,761
ImmunoGen, Inc. (a)	58,500		757
LipoScience, Inc. (a)	643,487		1,969
Macrogenics, Inc.	37,196		742
Mast Therapeutics, Inc. warrants 6/14/18 (a)	400,000		80
Momenta Pharmaceuticals, Inc. (a)	215,722		2,464
Novavax, Inc. (a)	1,634,209		7,158
NPS Pharmaceuticals, Inc. (a)	160,400		4,270
OncoGenex Pharmaceuticals, Inc. (a)	213,020		827
Onconova Therapeutics, Inc. (d)	312,064		1,741
PTC Therapeutics, Inc. (a)	9,300		182
Regulus Therapeutics, Inc. (a)	141,600		1,010
Rigel Pharmaceuticals, Inc. (a)	150,000		480
SIGA Technologies, Inc. (a)(d)	136,617		392
Synageva BioPharma Corp. (a)	61,400		5,303
Targacept, Inc. (a)	439,464		1,951
Theravance, Inc. (a)(d)	334,157		8,996
United Therapeutics Corp. (a)	207,030		20,705
Vical, Inc. (a)	1,336,199		1,510
			69,977
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - 3.3%
Ansell Ltd.	160,610		$ 2,699
Cyberonics, Inc. (a)	133,300		7,886
Integra LifeSciences Holdings Corp. (a)	491,764		22,415
Masimo Corp. (a)	476,193		12,743
Steris Corp.	464,901		22,338
			68,081
Health Care Providers & Services - 2.3%
Centene Corp. (a)	179,900		11,945
MWI Veterinary Supply, Inc. (a)	69,200		10,839
Team Health Holdings, Inc. (a)	521,480		25,281
			48,065
Pharmaceuticals - 2.1%
Dechra Pharmaceuticals PLC	2,979,059		34,706
Impax Laboratories, Inc. (a)	285,000		7,453
			42,159
TOTAL HEALTH CARE			228,282
INDUSTRIALS - 16.0%
Aerospace & Defense - 3.1%
AAR Corp.	544,959		14,114
Esterline Technologies Corp. (a)	184,700		20,136
Teledyne Technologies, Inc. (a)	312,318		29,002
			63,252
Commercial Services & Supplies - 0.7%
InnerWorkings, Inc. (a)	453,044		3,262
Tetra Tech, Inc.	369,630		10,597
			13,859
Construction & Engineering - 2.6%
AECOM Technology Corp. (a)	1,130,063		36,637
MasTec, Inc. (a)	248,800		9,848
URS Corp.	140,000		6,597
			53,082
Electrical Equipment - 3.1%
Prysmian SpA (d)	1,339,300		34,820
Regal-Beloit Corp.	400,000		29,892
			64,712
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - 0.7%
Graco, Inc.	179,559		$ 13,018
Snap-On, Inc.	8,803		1,021
			14,039
Professional Services - 1.4%
Dun & Bradstreet Corp.	226,244		25,059
Huron Consulting Group, Inc. (a)	41,200		2,933
			27,992
Trading Companies & Distributors - 4.4%
AerCap Holdings NV (a)	727,188		30,346
Watsco, Inc.	232,800		23,957
WESCO International, Inc. (a)	418,900		36,771
			91,074
TOTAL INDUSTRIALS			328,010
INFORMATION TECHNOLOGY - 21.0%
Communications Equipment - 5.4%
Aruba Networks, Inc. (a)	1,037,869		20,519
Brocade Communications Systems, Inc. (a)	908,600		8,459
Finisar Corp. (a)(d)	466,700		12,204
Plantronics, Inc.	632,551		27,560
Polycom, Inc. (a)	552,300		6,793
Riverbed Technology, Inc. (a)	1,769,000		34,407
			109,942
Internet Software & Services - 2.6%
Bankrate, Inc. (a)	1,645,000		28,820
CoStar Group, Inc. (a)	48,000		7,723
Liquidity Services, Inc. (a)(d)	360,000		6,210
SciQuest, Inc. (a)	481,899		11,556
			54,309
IT Services - 3.4%
Broadridge Financial Solutions, Inc.	472,409		18,112
EPAM Systems, Inc. (a)	592,198		18,435
Maximus, Inc.	482,000		20,519
Total System Services, Inc.	378,814		12,035
			69,101
Semiconductors & Semiconductor Equipment - 2.2%
Entegris, Inc. (a)	1,439,056		15,959
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Semtech Corp. (a)	545,900		$ 13,091
Skyworks Solutions, Inc.	420,266		17,252
			46,302
Software - 7.4%
BroadSoft, Inc. (a)	473,277		12,012
Imperva, Inc. (a)	100,000		2,288
Mentor Graphics Corp.	1,388,170		28,735
MICROS Systems, Inc. (a)	393,600		20,270
Parametric Technology Corp. (a)	1,060,300		37,503
Solera Holdings, Inc.	454,900		29,468
Synchronoss Technologies, Inc. (a)	704,095		21,433
			151,709
TOTAL INFORMATION TECHNOLOGY			431,363
MATERIALS - 8.0%
Chemicals - 3.3%
Chemtura Corp. (a)	1,515,500		33,796
Ferro Corp. (a)	1,067,534		13,857
Innospec, Inc.	461,000		19,851
			67,504
Containers & Packaging - 1.2%
Silgan Holdings, Inc.	485,412		24,149
Metals & Mining - 0.7%
Commercial Metals Co.	725,800		13,935
Paper & Forest Products - 2.8%
Boise Cascade Co. (a)	735,600		18,405
Kapstone Paper & Packaging Corp. (a)	155,000		4,089
P.H. Glatfelter Co.	969,223		24,735
Schweitzer-Mauduit International, Inc.	245,686		10,722
			57,951
TOTAL MATERIALS			163,539
TELECOMMUNICATION SERVICES - 0.6%
Wireless Telecommunication Services - 0.6%
Drillisch AG	316,767		11,795
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 1.8%
Electric Utilities - 1.8%
Cleco Corp.	681,500		$ 35,813
TOTAL COMMON STOCKS (Cost $1,618,657)		2,023,987
Money Market Funds - 5.4%

Fidelity Cash Central Fund, 0.11% (b)	24,932,800		24,933
Fidelity Securities Lending Cash Central Fund, 0.10% (b)(c)	86,339,044		86,339
TOTAL MONEY MARKET FUNDS (Cost $111,272)		111,272
TOTAL INVESTMENT PORTFOLIO - 104.1% (Cost $1,729,929)			2,135,259
NET OTHER ASSETS (LIABILITIES) - (4.1)%			(84,954)
NET ASSETS - 100%		$ 2,050,305

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 (Amounts in thousands)
Fidelity Cash Central Fund	$ 62
Fidelity Securities Lending Cash Central Fund	207
Total	$ 269

Other Information

The following is a summary of the inputs used, as of April 30, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 225,640	$ 225,640	$ -	$ -
Consumer Staples	35,320	35,320	-	-
Energy	149,346	149,346	-	-
Financials	414,879	414,879	-	-
Health Care	228,282	228,202	-	80
Industrials	328,010	328,010	-	-
Information Technology	431,363	431,363	-	-
Materials	163,539	163,539	-	-
Telecommunication Services	11,795	11,795	-	-
Utilities	35,813	35,813	-	-
Money Market Funds	111,272	111,272	-	-
Total Investments in Securities:	$ 2,135,259	$ 2,135,179	$ -	$ 80

The following is a summary of transfers between Level 1 and Level 2 for the period ended April 30, 2014. Transfers are assumed to have occurred at the beginning of the period, and are primarily attributable to the valuation techniques used for foreign equity securities, as discussed in the accompanying Notes to Financial Statements:

Transfers	Total (000s)
Level 1 to Level 2	$ 0
Level 2 to Level 1	$ 41,142

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

United States of America	82.7%
Switzerland	3.1%
Italy	2.3%
United Kingdom	1.7%
Japan	1.5%
Denmark	1.5%
Netherlands	1.5%
Bermuda	1.4%
Canada	1.2%
Luxembourg	1.0%
Others (Individually Less Than 1%)	2.1%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2014

Assets
Investment in securities, at value (including securities loaned of $83,707) - See accompanying schedule: Unaffiliated issuers (cost $1,618,657)	$ 2,023,987
Fidelity Central Funds (cost $111,272)	111,272
Total Investments (cost $1,729,929)		$ 2,135,259
Cash		4
Receivable for investments sold		24,441
Receivable for fund shares sold		698
Dividends receivable		1,201
Distributions receivable from Fidelity Central Funds		66
Prepaid expenses		1
Other receivables		13
Total assets		2,161,683

Liabilities
Payable for investments purchased	$ 21,967
Payable for fund shares redeemed	1,855
Accrued management fee	736
Other affiliated payables	403
Other payables and accrued expenses	78
Collateral on securities loaned, at value	86,339
Total liabilities		111,378

Net Assets		$ 2,050,305
Net Assets consist of:
Paid in capital		$ 1,454,562
Undistributed net investment income		5,896
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		184,516
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		405,331
Net Assets, for 98,417 shares outstanding		$ 2,050,305
Net Asset Value, offering price and redemption price per share ($2,050,305 ÷ 98,417 shares)		$ 20.83

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

Annual Report

Statement of Operations

Amounts in thousands	Year ended April 30, 2014

Investment Income
Dividends		$ 25,498
Special dividends		3,243
Income from Fidelity Central Funds		269
Total income		29,010

Expenses
Management fee Basic fee	$ 16,374
Performance adjustment	(6,326)
Transfer agent fees	4,742
Accounting and security lending fees	706
Custodian fees and expenses	117
Independent trustees' compensation	11
Registration fees	35
Audit	57
Legal	9
Miscellaneous	48
Total expenses before reductions	15,773
Expense reductions	(31)	15,742
Net investment income (loss)		13,268
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	343,834
Foreign currency transactions	(159)
Futures contracts	(812)
Total net realized gain (loss)		342,863
Change in net unrealized appreciation (depreciation) on: Investment securities	43,308
Assets and liabilities in foreign currencies	43
Total change in net unrealized appreciation (depreciation)		43,351
Net gain (loss)		386,214
Net increase (decrease) in net assets resulting from operations		$ 399,482

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

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Year ended April 30, 2014	Year ended April 30, 2013
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 13,268	$ 14,276
Net realized gain (loss)	342,863	142,171
Change in net unrealized appreciation (depreciation)	43,351	93,075
Net increase (decrease) in net assets resulting from operations	399,482	249,522
Distributions to shareholders from net investment income	(7,087)	(12,422)
Distributions to shareholders from net realized gain	(259,616)	(81,391)
Total distributions	(266,703)	(93,813)
Share transactions Proceeds from sales of shares	154,514	215,929
Reinvestment of distributions	260,183	91,621
Cost of shares redeemed	(996,917)	(1,183,185)
Net increase (decrease) in net assets resulting from share transactions	(582,220)	(875,635)
Redemption fees	137	241
Total increase (decrease) in net assets	(449,304)	(719,685)

Net Assets
Beginning of period	2,499,609	3,219,294
End of period (including undistributed net investment income of $5,896 and undistributed net investment income of $2,091, respectively)	$ 2,050,305	$ 2,499,609
Other Information Shares
Sold	7,610	11,917
Issued in reinvestment of distributions	13,308	5,438
Redeemed	(48,879)	(65,118)
Net increase (decrease)	(27,961)	(47,763)

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

Annual Report

Financial Highlights

Years ended April 30,	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 19.78	$ 18.49	$ 21.70	$ 17.74	$ 10.88
Income from Investment Operations
Net investment income (loss) ^B	.12 ^E	.09	(.05) ^F	(.03) ^G	(.07)
Net realized and unrealized gain (loss)	3.24	1.76	(3.16)	3.98	6.93
Total from investment operations	3.36	1.85	(3.21)	3.95	6.86
Distributions from net investment income	(.06)	(.08)	-	-	-
Distributions from net realized gain	(2.25)	(.48)	- ^I	-	-
Total distributions	(2.31)	(.56)	- ^I	-	-
Redemption fees added to paid in capital ^B	- ^I	- ^I	- ^I	.01	- ^I
Net asset value, end of period	$ 20.83	$ 19.78	$ 18.49	$ 21.70	$ 17.74
Total Return ^A	18.08%	10.52%	(14.78)%	22.32%	63.05%
Ratios to Average Net Assets ^{C, H}
Expenses before reductions	.68%	.72%	1.12%	1.13%	1.24%
Expenses net of fee waivers, if any	.67%	.72%	1.12%	1.13%	1.24%
Expenses net of all reductions	.67%	.69%	1.10%	1.12%	1.23%
Net investment income (loss)	.57% ^E	.51%	(.26)% ^F	(.17)% ^G	(.49)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,050	$ 2,500	$ 3,219	$ 4,644	$ 4,204
Portfolio turnover rate ^D	50%	75%	104%	47%	60%

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

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

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

^E Investment income per share reflects a large, non-recurring dividend which amounted to $.03 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been .43%.

^F Investment income per share reflects a large, non-recurring dividend which amounted to $.02 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.35)%.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.05 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been (.46)%.

^H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund 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 Fund.

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

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

Annual Report

Notes to Financial Statements

For the period ended April 30, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity Small Cap Stock Fund (the Fund) is a fund of Fidelity Commonwealth 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.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Annual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of April 30, 2014, including information on transfers between Levels 1 and 2, is included at the end of the Fund's Schedule of Investments.

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. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Distributions from the Fidelity Central Funds are accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

3. Significant Accounting Policies - continued

Book-tax differences are primarily due to futures contracts, foreign currency transactions, partnerships and losses deferred due to wash sales.

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

Gross unrealized appreciation	$ 438,280
Gross unrealized depreciation	(34,993)
Net unrealized appreciation (depreciation) on securities and other investments	$ 403,287

Tax Cost	$ 1,731,972

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax-based components of distributable earnings as of period end were as follows:

Undistributed ordinary income	$ 5,896
Undistributed long-term capital gain	$ 186,558
Net unrealized appreciation (depreciation)	$ 403,288

The tax character of distributions paid was as follows:

	April 30, 2014	April 30, 2013
Ordinary Income	$ 22,592	$ 12,422
Long-term Capital Gains	244,111	81,391
Total	$ 266,703	$ 93,813

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 90 days may have been subject to a redemption fee equal to 2.00% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, are retained by the Fund and accounted for as an addition to paid in capital.

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risks:

Equity Risk

Annual Report

4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

During the period the Fund recognized net realized gain (loss) of $(812). This amount is included in the Statement of Operations.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,126,487 and $1,867,701, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

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 .45% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. 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 Fund's relative investment performance as compared to its benchmark index,the Russell 2000 Index, over the same 36 month performance period. For the reporting period, the total annual management fee rate, including the performance adjustment, was .43% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Annual Report

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 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 $4 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

9. Expense Reductions.

Through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's custody expenses by one hundred and eighteen dollars.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $31.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

10. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Commonwealth Trust and Shareholders of Fidelity Small Cap Stock Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Small Cap Stock Fund (the Fund), a fund of Fidelity Commonwealth Trust, including the schedule of investments, as of April 30, 2014, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Small Cap Stock Fund as of April 30, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

June 12, 2014

Annual Report

Trustees and Officers

Annual Report

Trustees and Officers - continued

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
James C. Curvey (1935)
Year of Election or Appointment: 2007 Trustee Chairman of the Board of Trustees
	Mr. Curvey also serves as Trustee of other Fidelity funds. Mr. Curvey is a Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
Charles S. Morrison (1960)
Year of Election or Appointment: 2014 Trustee
	Mr. Morrison also serves as Trustee or Vice President of other funds. He serves as President, Asset Management (2014-present) and is an employee of Fidelity Investments. Previously, Mr. Morrison served as President, Fixed Income (2011-2014), Vice President of Fidelity's Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President, Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds (2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice President (2002-2005) of Fidelity's Bond Division.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺
Dennis J. Dirks (1948)
Year of Election or Appointment: 2005 Trustee
	Mr. Dirks also serves as Trustee of other Fidelity funds. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council (2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
Alan J. Lacy (1953)
Year of Election or Appointment: 2008 Trustee
	Mr. Lacy also serves as Trustee of other Fidelity funds. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc. (restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present). Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association (2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
Ned C. Lautenbach (1944)
Year of Election or Appointment: 2000 Trustee Chairman of the Independent Trustees
	Mr. Lautenbach also serves as Trustee of other Fidelity funds. Mr. Lautenbach currently serves as the Lead Director of the Eaton Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
Joseph Mauriello (1944)
Year of Election or Appointment: 2008 Trustee
	Mr. Mauriello also serves as Trustee of other Fidelity funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Group plc. (global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
Robert W. Selander (1950)
Year of Election or Appointment: 2011 Trustee
	Mr. Selander also serves as Trustee of other Fidelity funds. Previously, Mr. Selander served as a Member of the Advisory Board of other Fidelity funds (2011), and Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer (1997-2009) of Mastercard, Inc.
Cornelia M. Small (1944)
Year of Election or Appointment: 2005 Trustee
	Ms. Small also serves as Trustee of other Fidelity funds. Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation (2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens & Clark and Scudder Kemper Investments.
William S. Stavropoulos (1939)
Year of Election or Appointment: 2002 Trustee Vice Chairman of the Independent Trustees
	Mr. Stavropoulos also serves as Trustee of other Fidelity funds. Mr. Stavropoulos serves as President and Founder of the Michigan Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company, where he previously served in numerous senior management positions, including President, CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts. Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
David M. Thomas (1949)
Year of Election or Appointment: 2008 Trustee
	Mr. Thomas also serves as Trustee of other Fidelity funds. Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of Interpublic Group of Companies, Inc. (marketing communication, 2004-present). Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions), and a Director of Fortune Brands, Inc. (consumer products, 2000-2011).

Advisory Board Member and Officers:

Correspondence intended for each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.

Name, Year of Birth; Principal Occupation
Peter S. Lynch (1944)
Year of Election or Appointment: 2003 Member of the Advisory Board
	Mr. Lynch also serves as Member of the Advisory Board of other Fidelity funds. Mr. Lynch is Vice Chairman and a Director of FMR and FMR Co., Inc. In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served on the Special Olympics International Board of Directors (1997-2006).
Elizabeth Paige Baumann (1968)
Year of Election or Appointment: 2012 Anti-Money Laundering (AML) Officer
	Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer of FMR LLC (2012-present) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy Anti-Money Laundering Officer (2007-2012).
William C. Coffey (1969)
Year of Election or Appointment: 2009 Assistant Secretary
	Mr. Coffey also serves as Assistant Secretary of other funds. He is Senior Vice President and Deputy General Counsel of FMR LLC (2010- present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC (2005-2009).
Jonathan Davis (1968)
Year of Election or Appointment: 2010 Assistant Treasurer
	Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC (2003-2010).
Adrien E. Deberghes (1967)
Year of Election or Appointment: 2008 Deputy Treasurer
	Mr. Deberghes also serves as an officer of other funds. He is an employee of Fidelity Investments (2008-present). Prior to joining Fidelity Investments, Mr. Deberghes was Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands (2000-2005).
Stephanie J. Dorsey (1969)
Year of Election or Appointment: 2010 Assistant Treasurer
	Ms. Dorsey also serves as an officer of other funds. She is an employee of Fidelity Investments (2008-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
Scott C. Goebel (1968)
Year of Election or Appointment: 2008 Secretary and Chief Legal Officer (CLO)
	Mr. Goebel serves as Secretary and CLO of other funds. Mr. Goebel also serves as Secretary of Fidelity SelectCo, LLC (2013-present), Fidelity Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present); General Counsel, Secretary, and Senior Vice President of FMR (2008- present) and FMR Co., Inc. (2008-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present); and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present) and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity funds (2008-2013), Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and certain funds (2007-2008); and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007). Mr. Goebel has been employed by FMR LLC or an affiliate since 2001.
Joseph A. Hanlon (1968)
Year of Election or Appointment: 2012 Chief Compliance Officer
	Mr. Hanlon also serves as Chief Compliance Officer of other funds. Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research and Analysis Company (FRAC), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research (Hong Kong) (2009-2014), Fidelity Management & Research (Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc. (2009-2013).
Thomas C. Hense (1964)
Year of Election or Appointment: 2008/2010 Vice President
	Mr. Hense also serves as Vice President of other funds (High Income (2008), Small Cap (2008), and Value (2010) funds). Previously, Mr. Hense served as a portfolio manager for Fidelity's Institutional Money Management Group (Pyramis) (2003-2008).
Brian B. Hogan (1964)
Year of Election or Appointment: 2009 Vice President
	Mr. Hogan also serves as Trustee or Vice President of other funds. Mr. Hogan serves as President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice President, Equity Research of FMR (2006-2009) and as a portfolio manager.
Chris Maher (1972)
Year of Election or Appointment: 2013 Assistant Treasurer
	Mr. Maher serves as Assistant Treasurer of other funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
Christine Reynolds (1958)
Year of Election or Appointment: 2008 Chief Financial Officer
	Ms. Reynolds also serves as Chief Financial Officer of other funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
Kenneth B. Robins (1969)
Year of Election or Appointment: 2008 President and Treasurer
	Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management, Inc. (FIMM) (2013-present) and is an employee of Fidelity Investments (2004- present). Previously, Mr. Robins served in other fund officer roles.
Stephen Sadoski (1971)
Year of Election or Appointment: 2012 Deputy Treasurer
	Mr. Sadoski also serves as Deputy Treasurer of other funds. He is an employee of Fidelity Investments (2012-present) and has served in another fund officer role. Prior to joining Fidelity Investments, Mr. Sadoski served as an assistant chief accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager at Deloitte & Touche LLP (1997-2009).
Stacie M. Smith (1974)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Smith also serves as an officer of other funds. She is an employee of Fidelity Investments (2009-present) and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (1996-2009).
Renee Stagnone (1975)
Year of Election or Appointment: 2013 Deputy Treasurer
	Ms. Stagnone also serves as Deputy Treasurer of other funds. Ms. Stagnone is an employee of Fidelity Investments.
Joseph F. Zambello (1957)
Year of Election or Appointment: 2011 Deputy Treasurer
	Mr. Zambello also serves as Deputy Treasurer of other funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight Group (2005-2009).

Annual Report

Distributions (Unaudited)

The Board of Trustees of Fidelity Small Cap Stock Fund voted to pay on June 9, 2014, to shareholders of record at the opening of business on June 06, 2014, a distribution of $1.944 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.062 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended April 30, 2014 $298,330,322 or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 97% and 49% of the dividends distributed in April and December 2013, respectively, as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 98% and 62% of the dividend distributed in April and December 2013, respectively, as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2015 of amounts for use in preparing 2014 income tax returns.

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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®) slc700737
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

SLCX-UANN-0614
1.784727.111

Item 2. Code of Ethics

As of the end of the period, April 30, 2014, Fidelity Commonwealth Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Joseph Mauriello is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Mauriello is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Large Cap Stock Fund, Fidelity Mid-Cap Stock Fund, Fidelity Small Cap Discovery Fund, Fidelity Small Cap Stock Fund and Fidelity Series Small Cap Discovery Fund (the "Funds"):

Services Billed by Deloitte Entities

April 30, 2014 Fees^A,B

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Large Cap Stock Fund	$41,000	$-	$4,700	$1,000
Fidelity Mid-Cap Stock Fund	$40,000	$-	$4,700	$2,100
Fidelity Small Cap Discovery Fund	$44,000	$-	$4,700	$1,800
Fidelity Small Cap Stock Fund	$43,000	$-	$4,700	$1,000
Fidelity Series Small Cap Discovery Fund	$36,000	$-	$5,000	$400

April 30, 2013 Fees^A,B

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Large Cap Stock Fund	$41,000	$-	$4,700	$600
Fidelity Mid-Cap Stock Fund	$40,000	$-	$4,700	$1,400
Fidelity Small Cap Discovery Fund	$44,000	$-	$4,700	$1,000
Fidelity Small Cap Stock Fund	$43,000	$-	$4,700	$800
Fidelity Series Small Cap Discovery Fund	$-	$-	$-	$-

^AAmounts may reflect rounding.

^BFidelity Series Small Cap Discovery Fund commenced operations on November 7, 2013.

The following table presents fees billed by PricewaterhouseCoopers LLP ("PwC") in each of the last two fiscal years for services rendered to Fidelity Advisor Event Driven Opportunities Fund and Fidelity Event Driven Opportunities Fund (the "Funds"):

Services Billed by PwC

April 30, 2014 Fees^A,B

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Advisor Event Driven Opportunities Fund	$28,000	$-	$3,100	$500
Fidelity Event Driven Opportunities Fund	$25,000	$-	$2,700	$500

April 30, 2013 Fees^A,B

	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
Fidelity Advisor Event Driven Opportunities Fund	$-	$-	$-	$-
Fidelity Event Driven Opportunities Fund	$-	$-	$-	$-

^AAmounts may reflect rounding.

^BFidelity Advisor Event Driven Opportunities Fund and Fidelity Event Driven Opportunities Fund commenced operations on December 12, 2013.

The following table presents fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

	April 30, 2014^A,B	April 30, 2013^A,B
Audit-Related Fees	$765,000	$910,000
Tax Fees	$-	$-
All Other Fees	$695,000	$1,270,000

^A Amounts may reflect rounding.

^B May include amounts billed prior to the Fidelity Series Small Cap Discovery Fund's commencement of operations.

Services Billed by PwC

	April 30, 2014^A,B	April 30, 2013^A,B
Audit-Related Fees	$4,970,000	$4,755,000
Tax Fees	$-	$-
All Other Fees	$50,000	$-

^A Amounts may reflect rounding.

^B May include amounts billed prior to the Fidelity Advisor Event Driven Opportunities Fund and Fidelity Event Driven Opportunities Fund commencement of operations.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for services provided to the fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by PwC and Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By	April 30, 2014^A,B,C	April 30, 2013^A,B,C
Deloitte Entities	$1,605,000	$2,295,000
PwC	$5,540,000	$5,335,000

^A Amounts may reflect rounding.

^B May include amounts billed prior to the Fidelity Series Small Cap Discovery Fund's commencement of operations.

^C May include amounts billed prior to the Fidelity Advisor Event Driven Opportunities Fund and Fidelity Event Driven Opportunities Fund commencement of operations.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audits of the Funds, taking into account representations from PwC and Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding their independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Commonwealth Trust

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	June 26, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Kenneth B. Robins
	Kenneth B. Robins
	President and Treasurer

Date:	June 26, 2014
By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer

Date:	June 26, 2014

Fidelity Commonwealth Trust N-CSRCertified annual shareholder report (management investment company)

Contents

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Summary (Unaudited)

Investments April 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class C

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Summary (Unaudited)

Investments April 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Class A

Financial Highlights - Class T

Financial Highlights - Class C

Financial Highlights - Institutional Class

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Summary (Unaudited)

Investments April 30, 2014

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Board Approval of Investment Advisory Contracts and Management Fees

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2014

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2014

Statement of Assets and Liabilities

Statement of Assets and Liabilities - continued

Statement of Operations

Statement of Changes in Net Assets

Financial Highlights - Mid-Cap Stock

Financial Highlights - Class K

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Contents

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example