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- 2841

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

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

Date of fiscal year end:	October 31

Date of reporting period:	April 30, 2004

Item 1. Reports to Stockholders

Fidelity®

Capital Appreciation

Fund

Semiannual Report

April 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

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.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Many of them were family and friends. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	3.6	2.0
Genentech, Inc.	3.3	2.4
SBC Communications, Inc.	3.2	0.0
Univision Communications, Inc. Class A	2.7	2.0
Pfizer, Inc.	2.7	0.2
Liberty Media Corp. Class A	2.6	4.6
KDDI Corp.	2.5	0.6
Whole Foods Market, Inc.	2.1	0.6
Teradyne, Inc.	1.9	1.4
St. Jude Medical, Inc.	1.8	0.9
	26.4
Top Five Market Sectors as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	21.5	31.7
Health Care	19.0	11.6
Consumer Discretionary	18.9	27.1
Financials	10.8	13.3
Energy	8.0	3.1

Asset Allocation (% of fund's net assets)
As of April 30, 2004 *			As of October 31, 2003 **
	Stocks 99.3%			Stocks 97.5%
	Short-Term Investments and Net Other Assets 0.7%			Short-Term Investments and Net Other Assets 2.5%
* Foreign investments		19.6%	** Foreign investments		21.2%

Semiannual Report

Investments April 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 18.9%
Auto Components - 0.3%
NOK Corp.	400,000		$ 15,176
Distributors - 0.0%
Handleman Co.	92,100		2,073
Hotels, Restaurants & Leisure - 2.8%
McDonald's Corp.	2,874,300		78,267
Royal Caribbean Cruises Ltd.	759,500		30,783
Starbucks Corp. (a)	1,200,000		46,632
			155,682
Household Durables - 2.2%
Beazer Homes USA, Inc.	100,000		9,845
D.R. Horton, Inc.	318,105		9,161
Daito Trust Construction Co.	442,500		14,705
George Wimpey PLC	1,000,000		7,293
Lennar Corp.:
Class A	368,576		17,268
Class B	103,162		4,529
LG Electronics, Inc.	475,200		28,836
Maytag Corp.	363,380		10,138
Sharp Corp.	950,000		16,798
			118,573
Internet & Catalog Retail - 0.5%
Amazon.com, Inc. (a)	185,000		8,040
eBay, Inc. (a)	186,600		14,894
Senshukai Co. Ltd.	582,000		6,035
			28,969
Media - 11.1%
British Sky Broadcasting Group PLC (BSkyB) sponsored ADR	948,100		45,120
Cablevision Systems Corp. - NY Group Class A (a)	279,800		6,108
Clear Channel Communications, Inc.	200,000		8,298
Comcast Corp.:
Class A (a)	244,210		7,351
Class A (special) (a)	58,600		1,699
EchoStar Communications Corp. Class A (a)	355,500		11,799
Fox Entertainment Group, Inc. Class A (a)	200,000		5,570
Lamar Advertising Co. Class A (a)	200,000		8,212
Liberty Media Corp. Class A (a)	13,025,090		142,494
News Corp. Ltd.:
ADR	467,500		17,092
sponsored ADR	86,015		2,903
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
NTL, Inc. (a)	340,436		$ 19,327
Playboy Enterprises, Inc.:
Class A (a)	25,000		308
Class B (non-vtg.) (a)	2,587,500		33,767
Radio One, Inc.:
Class A (a)	401,600		7,663
Class D (non-vtg.) (a)	986,200		18,698
The DIRECTV Group, Inc. (a)	769,048		13,766
Time Warner, Inc. (a)	3,543,826		59,607
Univision Communications, Inc. Class A (a)	4,399,000		148,906
Viacom, Inc. Class B (non-vtg.)	957,500		37,007
Walt Disney Co.	474,850		10,936
			606,631
Multiline Retail - 0.1%
Nordstrom, Inc.	189,600		6,755
Specialty Retail - 1.6%
CarMax, Inc. (a)	189,500		4,912
Gadzooks, Inc. (a)	150,000		285
Gap, Inc.	874,400		19,246
Home Depot, Inc.	1,128,000		39,694
Toys 'R' Us, Inc. (a)	1,290,100		19,932
Yamada Denki Co. Ltd.	150,000		5,051
			89,120
Textiles Apparel & Luxury Goods - 0.3%
NIKE, Inc. Class B	186,800		13,440
TOTAL CONSUMER DISCRETIONARY			1,036,419
CONSUMER STAPLES - 3.9%
Beverages - 0.3%
Robert Mondavi Corp. Class A (a)	200,000		7,200
The Coca-Cola Co.	200,000		10,114
			17,314
Food & Staples Retailing - 2.3%
Sysco Corp.	279,900		10,706
Whole Foods Market, Inc.	1,419,200		113,522
			124,228
Food Products - 0.8%
Bunge Ltd.	285,100		10,563
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food Products - continued
McCormick & Co., Inc. (non-vtg.)	890,700		$ 30,426
Tyson Foods, Inc. Class A	139,100		2,607
			43,596
Personal Products - 0.3%
Avon Products, Inc.	164,380		13,808
Tobacco - 0.2%
Altria Group, Inc.	207,100		11,469
TOTAL CONSUMER STAPLES			210,415
ENERGY - 8.0%
Energy Equipment & Services - 3.8%
BJ Services Co. (a)	379,100		16,870
Carbo Ceramics, Inc.	467,230		30,220
ENSCO International, Inc.	2,034,550		55,686
GlobalSantaFe Corp.	200,000		5,274
Grant Prideco, Inc. (a)	65,000		991
Maverick Tube Corp. (a)	500,000		11,315
Nabors Industries Ltd. (a)	64,575		2,865
Noble Corp. (a)	2,048,800		76,133
Pride International, Inc. (a)	374,300		6,314
Transocean, Inc. (a)	127,196		3,532
			209,200
Oil & Gas - 4.2%
Apache Corp.	2,164,400		90,623
Burlington Resources, Inc.	186,500		12,546
Chesapeake Energy Corp.	187,100		2,573
Cross Timbers Royalty Trust	1,380		39
EOG Resources, Inc.	150,000		7,388
Pioneer Natural Resources Co.	280,900		9,188
Teekay Shipping Corp.	180,000		10,944
Total SA sponsored ADR	379,900		34,996
Valero Energy Corp.	950,610		60,611
			228,908
TOTAL ENERGY			438,108
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - 10.8%
Capital Markets - 2.4%
3i Group PLC	474,200		$ 5,083
Ameritrade Holding Corp. (a)	1,008,650		12,346
Charles Schwab Corp.	1,555,600		16,007
Daiwa Securities Group, Inc.	663,500		4,893
Goldman Sachs Group, Inc.	427,100		41,322
JAFCO Co. Ltd.	130,000		10,396
Merrill Lynch & Co., Inc.	513,600		27,853
Morgan Stanley	186,700		9,595
Nomura Holdings, Inc.	342,500		5,610
			133,105
Commercial Banks - 4.1%
Mitsubishi Tokyo Financial Group, Inc. (MTFG)	4,767		42,426
Mizuho Financial Group, Inc. (a)	11,697		54,252
Sumitomo Mitsui Financial Group, Inc.	6,027		44,662
UFJ Holdings, Inc. (a)	6,599		40,047
Wells Fargo & Co.	760,300		42,927
			224,314
Diversified Financial Services - 0.7%
Apollo Investment Corp.	1,900,800		26,136
Quanta Capital Holdings Ltd. (c)	935,600		11,695
			37,831
Insurance - 2.0%
ACE Ltd.	946,100		41,477
Allstate Corp.	479,900		22,027
Axis Capital Holdings Ltd.	186,900		5,093
Millea Holdings, Inc.	2,231		31,122
Sun Life Financial, Inc.	100,000		2,650
XL Capital Ltd. Class A	93,300		7,123
			109,492
Real Estate - 0.9%
Alexandria Real Estate Equities, Inc.	190,300		10,813
Apartment Investment & Management Co. Class A	284,700		8,020
Friedman, Billings, Ramsey Group, Inc. Class A	1,156,600		21,397
LNR Property Corp.	90,268		4,533
Mitsubishi Estate Co. Ltd.	200,000		2,319
			47,082
Thrifts & Mortgage Finance - 0.7%
Fannie Mae	181,300		12,459
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
Freddie Mac	5,600		$ 327
Golden West Financial Corp., Delaware	187,000		19,656
Sovereign Bancorp, Inc.	374,200		7,477
			39,919
TOTAL FINANCIALS			591,743
HEALTH CARE - 19.0%
Biotechnology - 5.0%
Biogen Idec, Inc. (a)	1,045,400		61,679
Genentech, Inc. (a)	1,453,800		178,527
Millennium Pharmaceuticals, Inc. (a)	2,201,500		33,000
			273,206
Health Care Equipment & Supplies - 5.7%
Apogent Technologies, Inc. (a)	474,000		15,367
Biomet, Inc.	754,410		29,799
Boston Scientific Corp. (a)	186,600		7,686
Fisher Scientific International, Inc. (a)	467,900		27,396
Medtronic, Inc.	573,300		28,929
St. Jude Medical, Inc. (a)	1,274,500		97,193
Stryker Corp.	93,300		9,230
Zimmer Holdings, Inc. (a)	1,195,600		95,469
			311,069
Health Care Providers & Services - 1.9%
Aetna, Inc.	327,300		27,084
Cardinal Health, Inc.	100,000		7,325
HCA, Inc.	155,500		6,318
Health Management Associates, Inc. Class A	150,000		3,470
Tenet Healthcare Corp. (a)	475,000		5,586
UnitedHealth Group, Inc.	887,600		54,570
			104,353
Pharmaceuticals - 6.4%
Allergan, Inc.	283,800		24,989
Barr Pharmaceuticals, Inc. (a)	427,500		17,707
Johnson & Johnson	609,700		32,942
Merck & Co., Inc.	1,712,900		80,506
Pfizer, Inc.	4,153,000		148,511
Roche Holding AG (participation certificate)	93,580		9,824
Sepracor, Inc. (a)	20,000		956
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Teva Pharmaceutical Industries Ltd. sponsored ADR	187,100		$ 11,518
Watson Pharmaceuticals, Inc. (a)	662,000		23,574
			350,527
TOTAL HEALTH CARE			1,039,155
INDUSTRIALS - 5.8%
Aerospace & Defense - 0.4%
Boeing Co.	467,800		19,970
Air Freight & Logistics - 1.8%
FedEx Corp.	1,223,550		87,985
United Parcel Service, Inc. Class B	187,100		13,125
			101,110
Airlines - 0.1%
JetBlue Airways Corp. (a)	238,854		6,611
Commercial Services & Supplies - 2.2%
Adecco SA sponsored ADR	473,700		5,268
Cintas Corp.	289,900		13,034
Corinthian Colleges, Inc. (a)	186,400		5,708
Hudson Highland Group, Inc. (a)	42,637		1,304
Monster Worldwide, Inc. (a)	568,500		14,559
Republic Services, Inc.	282,600		8,145
Robert Half International, Inc. (a)	1,819,730		49,624
Waste Management, Inc.	747,200		21,220
			118,862
Electrical Equipment - 0.4%
Energy Conversion Devices, Inc.	1,259,566		14,649
Energy Conversion Devices, Inc. warrants 10/31/06 (a)(d)	1,259,566		4,708
			19,357
Machinery - 0.9%
Caterpillar, Inc.	567,530		44,114
THK Co. Ltd.	275,100		5,219
			49,333
TOTAL INDUSTRIALS			315,243
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - 21.5%
Communications Equipment - 4.9%
Alcatel SA sponsored ADR (a)	950,300		$ 13,931
Avaya, Inc. (a)	474,000		6,484
Cable Design Technologies Corp. (a)	750,000		6,398
Cisco Systems, Inc. (a)	2,213,700		46,200
Comverse Technology, Inc. (a)	322,900		5,283
Juniper Networks, Inc. (a)	3,944,700		86,310
Lucent Technologies, Inc. (a)	34,789		117
Motorola, Inc.	4,616,700		84,255
Nokia Corp. sponsored ADR	1,462,300		20,487
			269,465
Computers & Peripherals - 1.6%
Dell, Inc. (a)	1,478,800		51,329
EMC Corp. (a)	2,257,000		25,188
Hewlett-Packard Co.	93,500		1,842
Seagate Technology	301,990		3,778
Sun Microsystems, Inc. (a)	946,700		3,692
			85,829
Electronic Equipment & Instruments - 1.8%
Amphenol Corp. Class A (a)	823,600		26,034
Celestica, Inc. (sub. vtg.) (a)	93,400		1,646
Flextronics International Ltd. (a)	285,200		4,592
Hirose Electric Co. Ltd.	95,000		10,678
Molex, Inc.	760,300		22,642
Nichicon Corp.	966,800		11,021
Solectron Corp. (a)	934,100		4,577
Tech Data Corp. (a)	57,100		1,941
Vishay Intertechnology, Inc. (a)	1,040,940		18,112
			101,243
Internet Software & Services - 1.0%
Homestore, Inc. (a)	2,548,560		12,233
Yahoo Japan Corp. New (a)	3,740		41,539
			53,772
IT Services - 0.6%
Affiliated Computer Services, Inc. Class A (a)	93,400		4,530
Ceridian Corp. (a)	933,400		19,956
DST Systems, Inc. (a)	187,100		8,260
Pegasus Solutions, Inc. (a)	235,304		2,518
			35,264
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Office Electronics - 0.2%
Konica Minolta Holdings, Inc.	844,500		$ 11,466
Semiconductors & Semiconductor Equipment - 6.0%
Agere Systems, Inc.:
Class A (a)	375		1
Class B (a)	942,003		2,044
Analog Devices, Inc.	371,600		15,830
ASML Holding NV (NY Shares) (a)	300,000		4,665
Intel Corp.	165,380		4,255
Intersil Corp. Class A	657,700		12,990
KLA-Tencor Corp. (a)	1,201,890		50,083
Marvell Technology Group Ltd. (a)	93,400		3,617
Microchip Technology, Inc.	189,600		5,313
Micron Technology, Inc. (a)	513,500		6,994
Novellus Systems, Inc. (a)	113,800		3,296
Samsung Electronics Co. Ltd.	150,000		71,206
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (a)	356,400		3,396
Teradyne, Inc. (a)	5,187,830		105,728
Texas Instruments, Inc.	945,100		23,722
Xilinx, Inc. (a)	376,500		12,662
			325,802
Software - 5.4%
BEA Systems, Inc. (a)	4,340,195		49,522
BMC Software, Inc. (a)	189,600		3,280
Mercury Interactive Corp. (a)	474,900		20,207
Microsoft Corp.	7,593,000		197,189
Network Associates, Inc. (a)	93,600		1,468
Nippon System Development Co. Ltd.	125,000		2,671
Oracle Corp. (a)	1,958,400		21,973
			296,310
TOTAL INFORMATION TECHNOLOGY			1,179,151
MATERIALS - 4.7%
Chemicals - 1.7%
BOC Group PLC	46,600		751
Dow Chemical Co.	1,229,250		48,789
Lyondell Chemical Co.	1,136,900		18,588
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Chemicals - continued
Nitto Denko Corp.	400,000		$ 21,787
Praxair, Inc.	100,000		3,655
			93,570
Construction Materials - 0.3%
Martin Marietta Materials, Inc.	300,000		12,975
Containers & Packaging - 0.3%
Pactiv Corp. (a)	589,800		13,536
Sealed Air Corp. (a)	94,800		4,653
			18,189
Metals & Mining - 2.4%
Alcan, Inc.	54,410		2,187
Alcoa, Inc.	966,300		29,714
Inco Ltd. (a)	855,520		24,476
Newmont Mining Corp.	580,300		21,703
Nucor Corp.	284,200		16,881
Peabody Energy Corp.	284,900		13,359
Phelps Dodge Corp. (a)	380,100		25,022
			133,342
TOTAL MATERIALS			258,076
TELECOMMUNICATION SERVICES - 6.6%
Diversified Telecommunication Services - 3.6%
Citizens Communications Co. (a)	1,073,100		13,993
Philippine Long Distance Telephone Co. sponsored ADR (a)	285,200		5,607
SBC Communications, Inc.	7,114,500		177,151
			196,751
Wireless Telecommunication Services - 3.0%
KDDI Corp.	23,702		139,206
Nextel Communications, Inc. Class A (a)	949,900		22,665
NTT DoCoMo, Inc.	1,355		2,724
			164,595
TOTAL TELECOMMUNICATION SERVICES			361,346
UTILITIES - 0.1%
Electric Utilities - 0.0%
Edison International	93,300		2,183
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - continued
Multi-Utilities & Unregulated Power - 0.1%
Equitable Resources, Inc.	100,000		$ 4,699
TOTAL UTILITIES			6,882
TOTAL COMMON STOCKS (Cost $4,822,379)		5,436,538
Preferred Stocks - 0.0%

Convertible Preferred Stocks - 0.0%
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (d)	15,100		0
Nonconvertible Preferred Stocks - 0.0%
MATERIALS - 0.0%
Metals & Mining - 0.0%
Freeport-McMoRan Copper & Gold, Inc. (depositary shares) (Cost $415)	9,100		87
Money Market Funds - 1.5%

Fidelity Cash Central Fund, 1.06% (b)	31,353,083		31,353
Fidelity Securities Lending Cash Central Fund, 1.06% (b)	47,960,156		47,960
TOTAL MONEY MARKET FUNDS (Cost $79,313)		79,313
TOTAL INVESTMENT PORTFOLIO - 100.8% (Cost $4,902,107)			5,515,938
NET OTHER ASSETS - (0.8)%			(41,292)
NET ASSETS - 100%		$ 5,474,646

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $11,695,000 or 0.2% of net assets.

(d) 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 $4,708,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Chorum Technologies, Inc. Series E	9/19/00	$ 260
Energy Conversion Devices, Inc. warrants 10/31/06	11/6/03 - 11/13/03	$ 157

Other Information

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

United States of America	80.4%
Japan	9.9%
Korea (South)	1.8%
Cayman Islands	1.6%
Bermuda	1.4%
United Kingdom	1.0%
Others (individually less than 1%)	3.9%
	100.0%

Purchases and sales of securities, other than short-term securities, aggregated $3,042,081,000 and $1,690,493,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $83,000 for the period.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $45,995) (cost $4,902,107) - See accompanying schedule		$ 5,515,938
Cash		1,450
Receivable for investments sold		26,072
Receivable for fund shares sold		19,871
Dividends receivable		3,920
Interest receivable		104
Prepaid expenses		11
Other affiliated receivables		10
Other receivables		692
Total assets		5,568,068

Liabilities
Payable for investments purchased	$ 31,141
Payable for fund shares redeemed	9,905
Accrued management fee	3,127
Other affiliated payables	1,073
Other payables and accrued expenses	216
Collateral on securities loaned, at value	47,960
Total liabilities		93,422

Net Assets		$ 5,474,646
Net Assets consist of:
Paid in capital		$ 4,549,710
Accumulated net investment loss		(9,642)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		320,833
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		613,745
Net Assets, for 219,774 shares outstanding		$ 5,474,646
Net Asset Value, offering price and redemption price per share ($5,474,646 ÷ 219,774 shares)		$ 24.91

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)

Investment Income
Dividends		$ 18,716
Interest		649
Security lending		342
Total income		19,707

Expenses
Management fee Basic fee	$ 13,929
Performance adjustment	2,538
Transfer agent fees	4,972
Accounting and security lending fees	465
Non-interested trustees' compensation	13
Appreciation in deferred trustee compensation account	10
Custodian fees and expenses	133
Registration fees	378
Audit	41
Legal	12
Miscellaneous	22
Total expenses before reductions	22,513
Expense reductions	(770)	21,743
Net investment income (loss)		(2,036)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	322,342
Foreign currency transactions	(227)
Total net realized gain (loss)		322,115
Change in net unrealized appreciation (depreciation) on: Investment securities	(80,350)
Assets and liabilities in foreign currencies	(94)
Total change in net unrealized appreciation (depreciation)		(80,444)
Net gain (loss)		241,671
Net increase (decrease) in net assets resulting from operations		$ 239,635

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)	Year ended October 31, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,036)	$ (7,485)
Net realized gain (loss)	322,115	147,192
Change in net unrealized appreciation (depreciation)	(80,444)	810,769
Net increase (decrease) in net assets resulting from operations	239,635	950,476
Distributions to shareholders from net investment income	(1,746)	-
Distributions to shareholders from net realized gain	(3,492)	-
Total distributions	(5,238)	-
Share transactions Net proceeds from sales of shares	2,223,305	1,889,274
Reinvestment of distributions	5,025	-
Cost of shares redeemed	(930,637)	(602,183)
Net increase (decrease) in net assets resulting from share transactions	1,297,693	1,287,091
Total increase (decrease) in net assets	1,532,090	2,237,567

Net Assets
Beginning of period	3,942,556	1,704,989
End of period (including accumulated net investment loss of $9,642 and accumulated net investment loss of $5,860, respectively)	$ 5,474,646	$ 3,942,556
Other Information Shares
Sold	89,979	94,307
Issued in reinvestment of distributions	216	-
Redeemed	(37,961)	(31,466)
Net increase (decrease)	52,234	62,841

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2004	Years ended October 31,
	(Unaudited)	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 23.53	$ 16.28	$ 18.57	$ 25.82	$ 25.73	$ 19.29
Income from Investment Operations
Net investment income (loss) ^E	(.01)	(.06)	(.07)	.04	.04 ^F	.13
Net realized and unrealized gain (loss)	1.42	7.31	(2.22)	(5.01)	2.11	6.86
Total from investment operations	1.41	7.25	(2.29)	(4.97)	2.15	6.99
Distributions from net investment income	(.01)	-	-	(.15)	(.57)	(.10)
Distributions from net realized gain	(.02)	-	-	(2.13)	(1.49)	(.45)
Total distributions	(.03)	-	-	(2.28)	(2.06)	(.55)
Net asset value, end of period	$ 24.91	$ 23.53	$ 16.28	$ 18.57	$ 25.82	$ 25.73
Total Return ^{B, C, D}	6.00%	44.53%	(12.33)%	(20.86)%	8.14%	36.98%
Ratios to Average Net Assets ^G
Expenses before expense reductions	.93% ^A	.91%	1.07%	.94%	.85%	.67%
Expenses net of voluntary waivers, if any	.93% ^A	.91%	1.07%	.94%	.85%	.67%
Expenses net of all reductions	.90% ^A	.88%	1.03%	.91%	.83%	.65%
Net investment income (loss)	(.08)% ^A	(.31)%	(.35)%	.17%	.15%	.56%
Supplemental Data
Net assets, end of period (in millions)	$ 5,475	$ 3,943	$ 1,705	$ 2,118	$ 2,948	$ 2,936
Portfolio turnover rate	72% ^A	54%	80%	120%	85%	78%

^A Annualized

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

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

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

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

^F Investment income per share reflects a special dividend which amounted to $.03 per share.

^G 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 other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Capital Appreciation Fund (the fund) is a fund of Fidelity Capital 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

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

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. 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. The fund estimates the components of distributions received from Real Estate Investment Trusts (REITs). Distributions received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the fund or are invested in a cross-section of other Fidelity funds, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. 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. Distributions are recorded on the ex-dividend date.

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

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 864,923
Unrealized depreciation	(260,634)
Net unrealized appreciation (depreciation)	$ 604,289
Cost for federal income tax purposes	$ 4,911,649

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .68% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .21% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $647 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 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. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The fund lends portfolio securities from time to time in order to earn additional income. The fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the fund and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $764 for the period. In addition, through arrangements with the fund's custodian and transfer agent, 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 and transfer agent expenses by $1 and $5, respectively.

Semiannual Report

Managing Your Investments

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

By Phone

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

(phone_graphic)

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

By PC

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

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

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The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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(8 a.m. - 9 p.m.)

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for the deaf and hearing impaired
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Fidelity®

Disciplined Equity

Fund

Semiannual Report

April 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	2.8	2.9
Citigroup, Inc.	2.8	2.7
Microsoft Corp.	2.7	2.8
General Electric Co.	2.4	2.3
Wal-Mart Stores, Inc.	2.3	2.2
Pfizer, Inc.	2.2	2.1
Bank of America Corp.	2.2	2.1
American International Group, Inc.	1.9	1.0
Goldman Sachs Group, Inc.	1.7	0.6
Intel Corp.	1.6	2.9
	22.6
Top Five Market Sectors as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.7	23.5
Information Technology	18.0	18.2
Consumer Discretionary	12.3	14.1
Health Care	11.7	14.0
Industrials	10.9	7.8

Asset Allocation (% of fund's net assets)
As of April 30, 2004*			As of October 31, 2003**
	Stocks 97.5%			Stocks and Equity Futures 98.0%
	Short-Term Investments and Net Other Assets 2.5%			Short-Term Investments and Net Other Assets 2.0%
* Foreign investments		0.9%	** Foreign investments		0.3%

Semiannual Report

Investments April 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.5%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 12.3%
Auto Components - 0.1%
Lear Corp.	75,000		$ 4,547
LKQ Corp.	3,400		60
			4,607
Automobiles - 0.3%
General Motors Corp.	100,000		4,742
Harley-Davidson, Inc.	100,000		5,632
			10,374
Hotels, Restaurants & Leisure - 1.4%
International Game Technology	851,600		32,139
Marriott International, Inc. Class A	150,000		7,074
McDonald's Corp.	520,100		14,162
Wendy's International, Inc.	75,000		2,925
			56,300
Household Durables - 1.5%
Black & Decker Corp.	150,000		8,678
Centex Corp.	300,000		14,385
Lennar Corp.:
Class A	220,000		10,307
Class B	44,100		1,936
M.D.C. Holdings, Inc.	50,000		3,090
NVR, Inc. (a)	35,100		15,830
Ryland Group, Inc.	115,000		9,079
			63,305
Internet & Catalog Retail - 0.3%
Amazon.com, Inc. (a)	300,000		13,038
Leisure Equipment & Products - 0.1%
Hasbro, Inc.	175,000		3,306
Media - 2.5%
Comcast Corp. Class A (a)	340,000		10,234
Getty Images, Inc. (a)	75,000		4,095
Time Warner, Inc. (a)	2,528,900		42,536
Viacom, Inc. Class B (non-vtg.)	584,800		22,603
Walt Disney Co.	1,144,300		26,353
			105,821
Multiline Retail - 1.2%
Federated Department Stores, Inc.	250,000		12,250
JCPenney Co., Inc.	200,000		6,772
Neiman Marcus Group, Inc. Class A	40,000		1,946
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - continued
Nordstrom, Inc.	250,000		$ 8,908
Saks, Inc.	75,000		1,080
Sears, Roebuck & Co.	200,000		8,010
Target Corp.	300,000		13,011
			51,977
Specialty Retail - 4.4%
Advance Auto Parts, Inc. (a)	160,000		6,904
Aeropostale, Inc. (a)	240,000		5,278
American Eagle Outfitters, Inc. (a)	150,000		3,854
AnnTaylor Stores Corp. (a)	120,000		4,864
AutoZone, Inc. (a)	75,000		6,568
Barnes & Noble, Inc. (a)	150,000		4,481
Best Buy Co., Inc.	400,000		21,700
Chico's FAS, Inc. (a)	200,000		8,146
Circuit City Stores, Inc.	450,000		5,256
Claire's Stores, Inc.	200,000		4,076
Foot Locker, Inc.	225,000		5,400
Gander Mountain Co.	1,500		34
Gap, Inc.	250,000		5,503
Home Depot, Inc.	1,796,800		63,229
Limited Brands, Inc.	400,000		8,256
Pacific Sunwear of California, Inc. (a)	225,000		4,831
RadioShack Corp.	250,000		7,690
Staples, Inc.	350,000		9,016
The Pep Boys - Manny, Moe & Jack	60,000		1,648
Urban Outfitters, Inc. (a)	75,000		3,463
Zale Corp. (a)	75,000		4,194
			184,391
Textiles Apparel & Luxury Goods - 0.5%
Carter's, Inc.	2,100		63
Coach, Inc. (a)	350,000		14,910
NIKE, Inc. Class B	80,000		5,756
			20,729
TOTAL CONSUMER DISCRETIONARY			513,848
CONSUMER STAPLES - 9.0%
Beverages - 2.0%
Adolph Coors Co. Class B	75,000		4,928
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Beverages - continued
Pepsi Bottling Group, Inc.	150,000		$ 4,391
PepsiCo, Inc.	635,600		34,634
The Coca-Cola Co.	745,300		37,690
			81,643
Food & Staples Retailing - 3.7%
BJ's Wholesale Club, Inc. (a)	250,000		6,058
Costco Wholesale Corp. (a)	750,000		28,088
CVS Corp.	400,000		15,452
Rite Aid Corp. (a)	500,000		2,450
SUPERVALU, Inc.	200,000		6,158
Wal-Mart Stores, Inc.	1,700,000		96,900
			155,106
Food Products - 0.9%
Archer-Daniels-Midland Co.	200,000		3,512
Bunge Ltd.	125,000		4,631
Hershey Foods Corp.	154,000		13,689
Kellogg Co.	200,000		8,580
The J.M. Smucker Co.	60,000		3,138
Tyson Foods, Inc. Class A	225,000		4,217
			37,767
Household Products - 1.2%
Energizer Holdings, Inc. (a)	100,000		4,330
Procter & Gamble Co.	437,600		46,276
			50,606
Personal Products - 0.5%
Avon Products, Inc.	250,000		21,000
Tobacco - 0.7%
Altria Group, Inc.	515,000		28,521
TOTAL CONSUMER STAPLES			374,643
ENERGY - 6.2%
Energy Equipment & Services - 0.3%
Maverick Tube Corp. (a)	75,000		1,697
Schlumberger Ltd. (NY Shares)	166,000		9,716
			11,413
Oil & Gas - 5.9%
Amerada Hess Corp.	150,000		10,670
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil & Gas - continued
Apache Corp.	462,500		$ 19,365
Burlington Resources, Inc.	180,000		12,109
ChevronTexaco Corp.	478,000		43,737
ConocoPhillips	160,000		11,408
Exxon Mobil Corp.	2,761,900		117,503
Occidental Petroleum Corp.	250,000		11,800
Overseas Shipholding Group, Inc.	50,000		1,639
Sunoco, Inc.	125,000		7,863
XTO Energy, Inc.	333,332		8,900
			244,994
TOTAL ENERGY			256,407
FINANCIALS - 22.7%
Capital Markets - 6.9%
Affiliated Managers Group, Inc. (a)	75,000		3,653
Ameritrade Holding Corp. (a)	300,000		3,672
Bear Stearns Companies, Inc.	185,000		14,826
E*TRADE Group, Inc. (a)	600,000		6,816
Franklin Resources, Inc.	100,000		5,483
Goldman Sachs Group, Inc.	728,800		70,511
Investors Financial Services Corp.	75,000		2,915
J.P. Morgan Chase & Co.	1,100,000		41,360
Jefferies Group, Inc.	50,000		1,705
Knight Trading Group, Inc. (a)	200,000		2,324
Legg Mason, Inc.	100,000		9,206
Lehman Brothers Holdings, Inc.	150,000		11,010
Merrill Lynch & Co., Inc.	1,072,100		58,140
Morgan Stanley	1,097,000		56,375
			287,996
Commercial Banks - 5.1%
Bank of America Corp.	1,109,736		89,323
Bank One Corp.	343,300		16,949
National City Corp.	156,000		5,409
North Fork Bancorp, Inc., New York	100,000		3,712
Signature Bank, New York	1,000		24
UnionBanCal Corp.	77,681		4,150
Wachovia Corp.	1,003,500		45,910
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
Wells Fargo & Co.	764,100		$ 43,141
Zions Bancorp	26,700		1,509
			210,127
Consumer Finance - 1.2%
American Express Co.	422,700		20,691
AmeriCredit Corp. (a)	200,000		3,242
Capital One Financial Corp.	100,000		6,553
MBNA Corp.	820,100		19,994
			50,480
Diversified Financial Services - 3.1%
CIT Group, Inc.	250,000		8,593
Citigroup, Inc.	2,403,800		115,599
Principal Financial Group, Inc.	150,000		5,295
			129,487
Insurance - 4.5%
Allmerica Financial Corp. (a)	45,000		1,564
Allstate Corp.	800,500		36,743
AMBAC Financial Group, Inc.	125,000		8,625
American International Group, Inc.	1,113,600		79,789
Everest Re Group Ltd.	127,800		10,886
Lincoln National Corp.	125,000		5,610
MBIA, Inc.	191,850		11,298
Old Republic International Corp.	219,600		5,099
ProCentury Corp.	4,900		51
Progressive Corp.	275,000		24,068
W.R. Berkley Corp.	120,000		4,860
			188,593
Real Estate - 0.0%
Capital Lease Funding, Inc.	2,800		29
Thrifts & Mortgage Finance - 1.9%
Countrywide Financial Corp.	340,000		20,162
Doral Financial Corp.	136,800		4,486
Fannie Mae	167,700		11,524
Golden West Financial Corp., Delaware	300,000		31,533
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - continued
New Century Financial Corp.	150,000		$ 6,365
Sovereign Bancorp, Inc.	300,000		5,994
			80,064
TOTAL FINANCIALS			946,776
HEALTH CARE - 11.7%
Biotechnology - 1.4%
Amgen, Inc. (a)	340,000		19,132
Cytokinetics, Inc.	2,800		46
Eyetech Pharmaceuticals, Inc.	1,800		64
Gen-Probe, Inc. (a)	150,000		5,001
Genentech, Inc. (a)	200,000		24,560
GTx, Inc.	3,800		51
Invitrogen Corp. (a)	120,000		8,668
			57,522
Health Care Equipment & Supplies - 1.9%
Bausch & Lomb, Inc.	150,000		9,425
Boston Scientific Corp. (a)	850,000		35,012
C.R. Bard, Inc.	55,000		5,845
Fisher Scientific International, Inc. (a)	80,000		4,684
Guidant Corp.	200,000		12,602
Kinetic Concepts, Inc.	4,600		223
Zimmer Holdings, Inc. (a)	150,000		11,978
			79,769
Health Care Providers & Services - 3.2%
Aetna, Inc.	385,000		31,859
Anthem, Inc. (a)	42,480		3,763
Caremark Rx, Inc. (a)	380,652		12,885
CIGNA Corp.	150,000		9,677
Community Health Systems, Inc. (a)	75,000		1,934
Coventry Health Care, Inc. (a)	210,000		8,786
Pediatrix Medical Group, Inc. (a)	60,000		4,290
Symbion, Inc.	1,600		26
UnitedHealth Group, Inc.	672,300		41,333
WellPoint Health Networks, Inc. (a)	167,800		18,742
			133,295
Pharmaceuticals - 5.2%
Abbott Laboratories	231,500		10,191
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Eli Lilly & Co.	216,900		$ 16,009
Eon Labs, Inc. (a)	100,000		6,575
Johnson & Johnson	922,900		49,864
Merck & Co., Inc.	686,600		32,270
Pfizer, Inc.	2,583,200		92,375
Watson Pharmaceuticals, Inc. (a)	150,000		5,342
Wyeth	110,000		4,188
			216,814
TOTAL HEALTH CARE			487,400
INDUSTRIALS - 10.9%
Aerospace & Defense - 1.7%
Alliant Techsystems, Inc. (a)	150,000		8,894
Boeing Co.	182,000		7,770
Northrop Grumman Corp.	200,000		19,850
Rockwell Collins, Inc.	250,000		8,063
United Defense Industries, Inc. (a)	50,000		1,733
United Technologies Corp.	295,000		25,447
			71,757
Air Freight & Logistics - 0.9%
J.B. Hunt Transport Services, Inc. (a)	150,000		4,749
Ryder System, Inc.	75,000		2,759
United Parcel Service, Inc. Class B	435,700		30,564
			38,072
Airlines - 0.1%
AMR Corp. (a)	500,000		5,675
Building Products - 0.1%
Masco Corp.	90,000		2,521
Commercial Services & Supplies - 1.4%
Apollo Group, Inc. Class A (a)	287,094		26,091
Career Education Corp. (a)	125,000		8,000
Cendant Corp.	600,000		14,208
H&R Block, Inc.	231,800		10,456
Intersections, Inc. (a)	1,000		25
			58,780
Construction & Engineering - 0.1%
Dycom Industries, Inc. (a)	90,000		2,122
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Electrical Equipment - 0.1%
Cooper Industries Ltd. Class A	75,000		$ 4,118
Industrial Conglomerates - 4.4%
3M Co.	467,300		40,412
General Electric Co.	3,400,000		101,830
Textron, Inc.	150,000		8,277
Tyco International Ltd.	1,150,000		31,568
			182,087
Machinery - 2.1%
Briggs & Stratton Corp.	30,000		2,100
Caterpillar, Inc.	280,000		21,764
Cummins, Inc.	80,000		4,785
Deere & Co.	325,000		22,113
Ingersoll-Rand Co. Ltd. Class A	250,000		16,138
Oshkosh Truck Co.	30,000		1,536
PACCAR, Inc.	225,000		12,704
Parker Hannifin Corp.	125,000		6,911
			88,051
Road & Rail - 0.0%
Central Freight Lines, Inc.	11,700		151
TOTAL INDUSTRIALS			453,334
INFORMATION TECHNOLOGY - 18.0%
Communications Equipment - 3.9%
Adtran, Inc.	198,400		4,863
Avaya, Inc. (a)	500,000		6,840
Cisco Systems, Inc. (a)	2,673,500		55,796
Comverse Technology, Inc. (a)	263,800		4,316
Juniper Networks, Inc. (a)	400,000		8,752
Motorola, Inc.	1,478,200		26,977
QUALCOMM, Inc.	709,100		44,290
Scientific-Atlanta, Inc.	300,000		9,717
SiRF Technology Holdings, Inc.	2,800		45
			161,596
Computers & Peripherals - 3.9%
Dell, Inc. (a)	1,237,200		42,943
EMC Corp. (a)	1,560,000		17,410
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Hewlett-Packard Co.	2,128,800		$ 41,937
International Business Machines Corp.	690,000		60,837
			163,127
Electronic Equipment & Instruments - 0.3%
Agilent Technologies, Inc. (a)	120,000		3,241
Arrow Electronics, Inc. (a)	75,000		1,896
Avnet, Inc. (a)	150,000		3,246
Sanmina-SCI Corp. (a)	400,000		4,008
			12,391
Internet Software & Services - 0.9%
InfoSpace, Inc. (a)	75,000		2,452
Kintera, Inc.	7,800		86
Yahoo!, Inc. (a)	700,000		35,322
			37,860
Semiconductors & Semiconductor Equipment - 4.8%
Advanced Micro Devices, Inc. (a)	300,000		4,266
Analog Devices, Inc.	150,000		6,390
Applied Materials, Inc. (a)	1,506,000		27,454
Broadcom Corp. Class A (a)	500,000		18,880
Conexant Systems, Inc. (a)	750,000		3,263
Credence Systems Corp. (a)	300,000		3,342
Cypress Semiconductor Corp. (a)	500,000		6,985
Fairchild Semiconductor International, Inc. (a)	145,000		2,823
Integrated Device Technology, Inc. (a)	150,000		2,018
Intel Corp.	2,545,000		65,483
LTX Corp. (a)	100,000		1,093
Marvell Technology Group Ltd. (a)	200,000		7,746
Micron Technology, Inc. (a)	600,000		8,172
ON Semiconductor Corp. (a)	300,000		1,449
Teradyne, Inc. (a)	250,000		5,095
Tessera Technologies, Inc.	1,800		32
Texas Instruments, Inc.	1,130,200		28,368
Xilinx, Inc. (a)	230,000		7,735
			200,594
Software - 4.2%
Adobe Systems, Inc.	200,000		8,268
Citrix Systems, Inc. (a)	480,000		9,144
Electronic Arts, Inc. (a)	350,000		17,717
Microsoft Corp.	4,281,200		111,183
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Oracle Corp. (a)	1,450,100		$ 16,270
Symantec Corp. (a)	240,000		10,812
			173,394
TOTAL INFORMATION TECHNOLOGY			748,962
MATERIALS - 2.9%
Chemicals - 0.4%
FMC Corp. (a)	50,000		2,145
Monsanto Co.	300,000		10,377
OM Group, Inc. (a)	75,000		1,909
			14,431
Construction Materials - 0.0%
Eagle Materials, Inc.	6,648		437
Eagle Materials, Inc. Class B	22,352		1,428
			1,865
Containers & Packaging - 0.1%
Ball Corp.	80,193		5,293
Metals & Mining - 1.7%
Alcoa, Inc.	500,000		15,375
International Steel Group, Inc.	4,100		119
Newmont Mining Corp.	450,000		16,830
Nucor Corp.	150,000		8,910
Peabody Energy Corp.	100,000		4,689
Phelps Dodge Corp. (a)	350,000		23,041
			68,964
Paper & Forest Products - 0.7%
Georgia-Pacific Corp.	400,000		14,040
Louisiana-Pacific Corp.	250,000		5,898
Weyerhaeuser Co.	150,000		8,880
			28,818
TOTAL MATERIALS			119,371
TELECOMMUNICATION SERVICES - 2.0%
Diversified Telecommunication Services - 1.2%
CenturyTel, Inc.	200,000		5,776
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
SBC Communications, Inc.	609,600		$ 15,179
Verizon Communications, Inc.	728,200		27,482
			48,437
Wireless Telecommunication Services - 0.8%
Nextel Communications, Inc. Class A (a)	1,250,000		29,825
Western Wireless Corp. Class A (a)	250,000		5,205
			35,030
TOTAL TELECOMMUNICATION SERVICES			83,467
UTILITIES - 1.8%
Electric Utilities - 1.3%
Edison International	250,000		5,850
Entergy Corp.	134,200		7,327
Exelon Corp.	195,000		13,053
Northeast Utilities	75,000		1,376
PG&E Corp. (a)	130,000		3,578
PPL Corp.	150,000		6,428
Southern Co.	240,000		6,902
TXU Corp.	250,000		8,535
Xcel Energy, Inc.	200,000		3,346
			56,395
Gas Utilities - 0.4%
Kinder Morgan, Inc.	269,300		16,215
Multi-Utilities & Unregulated Power - 0.1%
Constellation Energy Group, Inc.	100,000		3,848
TOTAL UTILITIES			76,458
TOTAL COMMON STOCKS (Cost $3,574,128)		4,060,666

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 0.92% to 0.94% 5/20/04 to 6/10/04 (Cost $3,797)	$ 3,800	3,798

Money Market Funds - 2.7%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 1.06% (b) (Cost $110,541)	110,540,839		$ 110,541
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $3,688,466)			4,175,005
NET OTHER ASSETS - (0.3)%			(10,583)
NET ASSETS - 100%		$ 4,164,422

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $1,320,143,000 and $1,033,551,000, respectively.

Income Tax Information

At October 31, 2003, the fund had a capital loss carryforward of approximately $745,599,000 of which $291,874,000, $429,955,000 and $23,770,000 will expire on October 31, 2009, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $17,595) (cost $3,688,466) - See accompanying schedule		$ 4,175,005
Receivable for investments sold		25,076
Receivable for fund shares sold		4,447
Dividends receivable		3,574
Interest receivable		119
Prepaid expenses		13
Other affiliated receivables		13
Other receivables		106
Total assets		4,208,353

Liabilities
Payable for investments purchased	$ 21,306
Payable for fund shares redeemed	1,251
Accrued management fee	2,137
Other affiliated payables	972
Other payables and accrued expenses	147
Collateral on securities loaned, at value	18,118
Total liabilities		43,931

Net Assets		$ 4,164,422
Net Assets consist of:
Paid in capital		$ 4,229,740
Undistributed net investment income		4,445
Accumulated undistributed net realized gain (loss) on investments		(556,302)
Net unrealized appreciation (depreciation) on investments		486,539
Net Assets, for 184,197 shares outstanding		$ 4,164,422
Net Asset Value, offering price and redemption price per share ($4,164,422 ÷ 184,197 shares)		$ 22.61

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)

Investment Income
Dividends		$ 27,026
Interest		844
Security lending		57
Total income		27,927

Expenses
Management fee Basic fee	$ 11,695
Performance adjustment	716
Transfer agent fees	4,752
Accounting and security lending fees	445
Non-interested trustees' compensation	12
Appreciation in deferred trustee compensation account	7
Custodian fees and expenses	40
Registration fees	133
Audit	34
Legal	12
Miscellaneous	22
Total expenses before reductions	17,868
Expense reductions	(117)	17,751
Net investment income (loss)		10,176
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	190,194
Futures contracts	641
Total net realized gain (loss)		190,835
Change in net unrealized appreciation (depreciation) on: Investment securities	(42,627)
Futures contracts	(407)
Total change in net unrealized appreciation (depreciation)		(43,034)
Net gain (loss)		147,801
Net increase (decrease) in net assets resulting from operations		$ 157,977

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)	Year ended October 31, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 10,176	$ 15,602
Net realized gain (loss)	190,835	(22,600)
Change in net unrealized appreciation (depreciation)	(43,034)	572,409
Net increase (decrease) in net assets resulting from operations	157,977	565,411
Distributions to shareholders from net investment income	(19,052)	(4,569)
Share transactions Net proceeds from sales of shares	475,686	694,788
Reinvestment of distributions	18,606	4,433
Cost of shares redeemed	(189,075)	(316,694)
Net increase (decrease) in net assets resulting from share transactions	305,217	382,527
Total increase (decrease) in net assets	444,142	943,369

Net Assets
Beginning of period	3,720,280	2,776,911
End of period (including undistributed net investment income of $4,445 and undistributed net investment income of $13,321, respectively)	$ 4,164,422	$ 3,720,280
Other Information Shares
Sold	20,794	36,079
Issued in reinvestment of distributions	853	239
Redeemed	(8,258)	(16,353)
Net increase (decrease)	13,389	19,965

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2004	Years ended October 31,
	(Unaudited)	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 21.78	$ 18.41	$ 20.56	$ 31.14	$ 32.81	$ 27.61
Income from Investment Operations
Net investment income (loss)^D	.06	.10	.03	.10	.16	.25
Net realized and unrealized gain (loss)	.88	3.30	(2.13)	(6.95)	3.34	6.99
Total from investment operations	.94	3.40	(2.10)	(6.85)	3.50	7.24
Distributions from net investment income	(.11)	(.03)	(.05)	(.16)	(.24)	(.22)
Distributions from net realized gain	-	-	-	(3.57)	(4.93)	(1.82)
Total distributions	(.11)	(.03)	(.05)	(3.73)	(5.17)	(2.04)
Net asset value, end of period	$ 22.61	$ 21.78	$ 18.41	$ 20.56	$ 31.14	$ 32.81
Total Return^B,C	4.33%	18.50%	(10.25)%	(24.70)%	11.65%	27.69%
Ratios to Average Net Assets^E
Expenses before expense reductions	.88%^A	.92%	1.01%	.85%	.81%	.65%
Expenses net of voluntary waivers, if any	.88%^A	.92%	1.01%	.85%	.81%	.65%
Expenses net of all reductions	.87%^A	.90%	1.00%	.84%	.79%	.62%
Net investment income (loss)	.50%^A	.50%	.16%	.42%	.50%	.80%
Supplemental Data
Net assets, end of period (in millions)	$ 4,164	$ 3,720	$ 2,777	$ 2,792	$ 3,581	$ 3,322
Portfolio turnover rate	53%^A	64%	68%	101%	118%	113%

^A Annualized

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

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

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

^E 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 other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary 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.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Disciplined Equity Fund (the fund) is a fund of Fidelity Capital 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Distributions are recorded on the ex-dividend date.

Book-tax differences are primarily due to futures transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation	$ 666,753
Unrealized depreciation	(181,307)
Net unrealized appreciation (depreciation)	$ 485,446
Cost for federal income tax purposes	$ 3,689,559

2. Operating Policies.

Semiannual Report

2. Operating Policies - continued

Futures Contracts. The fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .61% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $103 for the period. In addition, through arrangements with the fund's custodian and transfer agent, 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 and transfer agent expenses by $1 and $13, respectively.

Semiannual Report

8. Other Information.

At the end of the period, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund, and Fidelity Freedom 2030 Fund were the owners of record of approximately 11%, 16% and 11%, respectively, of the total outstanding shares of the fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 45% of the total outstanding shares of the fund.

Semiannual Report

Managing Your Investments

By Phone

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
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5 To change your PIN.

*0 To speak to a Fidelity representative.

By PC

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

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Fidelity's Web Site
www.fidelity.com

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
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10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
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1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
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2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
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Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
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Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
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Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
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2948 N. Federal Highway
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1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
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8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
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1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

Fidelity's Growth Funds

Aggressive Growth Fund

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Fidelity Value Discovery Fund

Focused Stock Fund

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Large Cap Stock Fund

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Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

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Value Fund

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®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

FDE-USAN-0604
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(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity^®

Focused Stock

Fund

Semiannual Report

April 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

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

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Valero Energy Corp.	4.7	0.0
Estee Lauder Companies, Inc. Class A	4.4	0.4
General Electric Co.	3.8	1.6
ACE Ltd.	3.1	0.0
Bank of America Corp.	2.7	3.2
Atmel Corp.	2.5	0.0
UnitedGlobalCom, Inc. Class A	2.4	0.0
Fidelity National Financial, Inc.	2.3	2.4
Coventry Health Care, Inc.	2.3	0.0
AES Corp.	2.3	0.0
	30.5
Top Five Market Sectors as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	21.2	17.5
Information Technology	14.6	17.2
Health Care	14.0	13.8
Consumer Discretionary	13.0	10.4
Industrials	10.2	9.2

Asset Allocation (% of fund's net assets)
As of April 30, 2004*			As of October 31, 2003**
	Stocks 99.4%			Stocks 95.6%
	Short-Term Investments and Net Other Assets 0.6%			Short-Term Investments and Net Other Assets 4.4%
* Foreign investments		6.6%	** Foreign investments		3.1%

Semiannual Report

Investments April 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 13.0%
Hotels, Restaurants & Leisure - 2.2%
Caesars Entertainment, Inc. (a)	55,700		$ 738,025
Household Durables - 2.6%
D.R. Horton, Inc.	17,700		509,760
Hovnanian Enterprises, Inc. Class A (a)	9,600		345,312
			855,072
Media - 2.4%
UnitedGlobalCom, Inc. Class A (a)	107,700		805,596
Multiline Retail - 1.0%
JCPenney Co., Inc.	9,800		331,828
Specialty Retail - 4.8%
American Eagle Outfitters, Inc. (a)	12,500		321,125
AutoNation, Inc. (a)	17,200		292,744
AutoZone, Inc. (a)	7,900		691,803
Staples, Inc.	12,100		311,696
			1,617,368
TOTAL CONSUMER DISCRETIONARY			4,347,889
CONSUMER STAPLES - 9.5%
Food & Staples Retailing - 2.2%
CVS Corp.	10,700		413,341
Wal-Mart Stores, Inc.	5,300		302,100
			715,441
Food Products - 2.9%
Bunge Ltd.	17,300		640,965
Corn Products International, Inc.	8,000		340,000
			980,965
Personal Products - 4.4%
Estee Lauder Companies, Inc. Class A	32,100		1,467,291
TOTAL CONSUMER STAPLES			3,163,697
ENERGY - 7.4%
Oil & Gas - 7.4%
Exxon Mobil Corp.	9,200		391,460
Occidental Petroleum Corp.	6,200		292,640
Overseas Shipholding Group, Inc.	5,900		193,343
Valero Energy Corp.	24,900		1,587,624
			2,465,067
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - 21.2%
Capital Markets - 2.5%
Goldman Sachs Group, Inc.	2,500		$ 241,875
J.P. Morgan Chase & Co.	6,800		255,680
Knight Trading Group, Inc. (a)	29,800		346,276
			843,831
Commercial Banks - 2.7%
Bank of America Corp.	11,100		893,439
Consumer Finance - 1.0%
Capital One Financial Corp.	5,100		334,203
Diversified Financial Services - 1.0%
Citigroup, Inc.	6,500		312,585
Insurance - 14.0%
ACE Ltd.	23,300		1,021,472
Allstate Corp.	14,000		642,600
AMBAC Financial Group, Inc.	7,900		545,100
American International Group, Inc.	1,300		93,145
Fidelity National Financial, Inc.	21,047		770,320
First American Corp., California	16,600		450,192
MBIA, Inc.	3,800		223,782
PartnerRe Ltd.	9,100		521,430
Torchmark Corp.	3,900		202,956
W.R. Berkley Corp.	5,100		206,550
			4,677,547
TOTAL FINANCIALS			7,061,605
HEALTH CARE - 14.0%
Health Care Providers & Services - 8.4%
Apria Healthcare Group, Inc. (a)	14,200		409,528
Caremark Rx, Inc. (a)	18,400		622,840
Coventry Health Care, Inc. (a)	18,200		761,488
PacifiCare Health Systems, Inc. (a)	9,900		354,024
Pediatrix Medical Group, Inc. (a)	2,900		207,350
U.S. Oncology, Inc. (a)	30,800		458,920
			2,814,150
Pharmaceuticals - 5.6%
Eon Labs, Inc. (a)	9,100		598,325
Kos Pharmaceuticals, Inc. (a)	8,100		333,396
Common Stocks - continued
	Shares		Value (Note 1)
HEALTH CARE - continued
Pharmaceuticals - continued
Pfizer, Inc.	10,600		$ 379,056
Sepracor, Inc. (a)	11,400		545,034
			1,855,811
TOTAL HEALTH CARE			4,669,961
INDUSTRIALS - 10.2%
Airlines - 1.1%
AirTran Holdings, Inc. (a)	29,700		362,637
Building Products - 0.7%
Masco Corp.	8,600		240,886
Industrial Conglomerates - 3.8%
General Electric Co.	42,100		1,260,895
Machinery - 4.6%
Cummins, Inc.	7,600		454,556
Joy Global, Inc.	17,500		459,375
Oshkosh Truck Co.	12,000		614,400
			1,528,331
TOTAL INDUSTRIALS			3,392,749
INFORMATION TECHNOLOGY - 14.6%
Communications Equipment - 4.1%
Avaya, Inc. (a)	11,200		153,216
Comverse Technology, Inc. (a)	17,800		291,208
Juniper Networks, Inc. (a)	21,500		470,420
Motorola, Inc.	25,000		456,250
			1,371,094
Computers & Peripherals - 1.4%
Network Appliance, Inc. (a)	24,400		454,328
Internet Software & Services - 1.7%
Akamai Technologies, Inc. (a)	30,600		361,692
EarthLink, Inc. (a)	23,700		218,277
			579,969
IT Services - 1.0%
DST Systems, Inc. (a)	7,500		331,125
Semiconductors & Semiconductor Equipment - 5.2%
Atmel Corp. (a)	140,800		822,272
Common Stocks - continued
	Shares		Value (Note 1)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Intel Corp.	26,300		$ 676,699
National Semiconductor Corp. (a)	6,100		248,819
			1,747,790
Software - 1.2%
Microsoft Corp.	15,500		402,535
TOTAL INFORMATION TECHNOLOGY			4,886,841
MATERIALS - 2.7%
Metals & Mining - 1.9%
Phelps Dodge Corp. (a)	9,600		631,968
Paper & Forest Products - 0.8%
Georgia-Pacific Corp.	7,900		277,290
TOTAL MATERIALS			909,258
TELECOMMUNICATION SERVICES - 3.2%
Wireless Telecommunication Services - 3.2%
Nextel Communications, Inc. Class A (a)	29,400		701,484
Western Wireless Corp. Class A (a)	17,400		362,268
			1,063,752
UTILITIES - 3.6%
Electric Utilities - 1.3%
TXU Corp.	12,800		436,992
Multi-Utilities & Unregulated Power - 2.3%
AES Corp. (a)	87,600		759,492
TOTAL UTILITIES			1,196,484
TOTAL COMMON STOCKS (Cost $32,631,783)		33,157,303
Money Market Funds - 0.9%
	Shares		Value (Note 1)
Fidelity Cash Central Fund, 1.06% (b)	247,921		$ 247,921
Fidelity Securities Lending Cash Central Fund, 1.06% (b)	62,275		62,275
TOTAL MONEY MARKET FUNDS (Cost $310,196)		310,196
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $32,941,979)			33,467,499
NET OTHER ASSETS - (0.3)%			(112,106)
NET ASSETS - 100%		$ 33,355,393

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $40,655,614 and $40,774,579, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $3,153 for the period.

Income Tax Information

At October 31, 2003, the fund had a capital loss carryforward of approximately $22,068,000 of which $8,041,000, $9,804,000 and $4,223,000 will expire on October 31, 2009, 2010 and 2011, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $55,648) (cost $32,941,979) - See accompanying schedule		$ 33,467,499
Receivable for investments sold		555,106
Receivable for fund shares sold		17,813
Dividends receivable		12,968
Interest receivable		460
Prepaid expenses		120
Other receivables		5,662
Total assets		34,059,628

Liabilities
Payable to custodian bank	$ 16,181
Payable for investments purchased	563,255
Payable for fund shares redeemed	20,917
Accrued management fee	9,755
Other affiliated payables	14,342
Other payables and accrued expenses	17,510
Collateral on securities loaned, at value	62,275
Total liabilities		704,235

Net Assets		$ 33,355,393
Net Assets consist of:
Paid in capital		$ 51,842,370
Distributions in excess of net investment income		(10,440)
Accumulated undistributed net realized gain (loss) on investments		(19,002,057)
Net unrealized appreciation (depreciation) on investments		525,520
Net Assets, for 3,902,772 shares outstanding		$ 33,355,393
Net Asset Value, offering price and redemption price per share ($33,355,393 ÷ 3,902,772 shares)		$ 8.55

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

Semiannual Report

Financial Statements - continued

Statement of Operations

	Six months ended April 30, 2004 (Unaudited)

Investment Income
Dividends		$ 176,832
Interest		4,198
Security lending		452
Total income		181,482

Expenses
Management fee Basic fee	$ 100,585
Performance adjustment	(43,428)
Transfer agent fees	72,487
Accounting and security lending fees	20,041
Non-interested trustees' compensation	81
Custodian fees and expenses	4,931
Registration fees	9,615
Audit	18,935
Legal	1,309
Miscellaneous	188
Total expenses before reductions	184,744
Expense reductions	(8,447)	176,297
Net investment income (loss)		5,185
Realized and Unrealized Gain (Loss) Net realized gain (loss) on investment securities		3,116,769
Change in net unrealized appreciation (depreciation) on investment securities		(1,943,086)
Net gain (loss)		1,173,683
Net increase (decrease) in net assets resulting from operations		$ 1,178,868

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

Semiannual Report

Statement of Changes in Net Assets

	Six months ended April 30, 2004 (Unaudited)	Year ended October 31, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 5,185	$ 65,963
Net realized gain (loss)	3,116,769	(3,952,481)
Change in net unrealized appreciation (depreciation)	(1,943,086)	8,243,860
Net increase (decrease) in net assets resulting from operations	1,178,868	4,357,342
Distributions to shareholders from net investment income	(81,588)	-
Share transactions Net proceeds from sales of shares	3,773,217	4,766,364
Reinvestment of distributions	77,547	-
Cost of shares redeemed	(5,174,751)	(8,758,011)
Net increase (decrease) in net assets resulting from share transactions	(1,323,987)	(3,991,647)
Redemption fees	769	1,991
Total increase (decrease) in net assets	(225,938)	367,686

Net Assets
Beginning of period	33,581,331	33,213,645
End of period (including distributions in excess of net investment income of $10,440 and undistributed net investment income of $65,963, respectively)	$ 33,355,393	$ 33,581,331
Other Information Shares
Sold	433,186	641,207
Issued in reinvestment of distributions	9,188	-
Redeemed	(591,824)	(1,164,326)
Net increase (decrease)	(149,450)	(523,119)

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2004	Years ended October 31,
	(Unaudited)	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 8.29	$ 7.26	$ 10.54	$ 15.92	$ 15.30	$ 12.03
Income from Investment Operations
Net investment income (loss)^E	-^G	.02	(.07)	.01	.02	.03
Net realized and unrealized gain (loss)	.28	1.01	(3.21)	(4.12)	2.63	3.50
Total from investment operations	.28	1.03	(3.28)	(4.11)	2.65	3.53
Distributions from net investment income	(.02)	-	-	(.02)	(.04)	(.02)
Distributions from net realized gain	-	-	-	(1.25)	(1.99)	(.24)
Total distributions	(.02)	-	-	(1.27)	(2.03)	(.26)
Redemption fees added to paid in capital^E,G	-	-	-	-	-	-
Net asset value, end of period	$ 8.55	$ 8.29	$ 7.26	$ 10.54	$ 15.92	$ 15.30
Total Return^B,C,D	3.38%	14.19%	(31.12)%	(27.74)%	18.54%	29.80%
Ratios to Average Net Assets^F
Expenses before expense reductions	1.06%^A	1.08%	1.33%	1.26%	1.03%	.89%
Expenses net of voluntary waivers, if any	1.06%^A	1.08%	1.33%	1.26%	1.03%	.89%
Expenses net of all reductions	1.01%^A	1.03%	1.20%	1.22%	1.02%	.86%
Net investment income (loss)	.03%^A	.20%	(.71)%	.09%	.10%	.22%
Supplemental Data
Net assets, end of period (000 omitted)	$ 33,355	$ 33,581	$ 33,214	$ 49,135	$ 72,466	$ 50,273
Portfolio turnover rate	239%^A	199%	256%	309%	94%	128%

^A Annualized

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

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

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

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

^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 other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary 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 Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2004 (Unaudited)

1. Significant Accounting Policies.

Fidelity Focused Stock Fund (the fund) is a fund of Fidelity Capital 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Distributions are recorded on the ex-dividend date.

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

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

Unrealized appreciation	$ 2,096,504
Unrealized depreciation	(1,598,423)
Net unrealized appreciation (depreciation)	$ 498,081
Cost for federal income tax purposes	$ 32,969,418

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a redemption fee equal to .75% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Semiannual Report

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .33% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

7. Expense Reductions.

8. Other Information.

At the end of the period, FMR or its affiliates were the owners of record of 12% of the total outstanding shares of the fund.

Semiannual Report

Managing Your Investments

By Phone

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By PC

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

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Fidelity's Web Site
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Semiannual Report

To Write Fidelity

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

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

Fidelity Investments
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General Correspondence

Fidelity Investments
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Buying shares

Fidelity Investments
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Cincinnati, OH 45277-0003

Selling shares

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

Overnight Express
Fidelity Investments
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Covington, KY 41015

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

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

Semiannual Report

Michigan

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Semiannual Report

Investment Adviser

Fidelity Management &
Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

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Custodian

JPMorgan Chase Bank
New York, NY

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Fidelity®

Small Cap Independence
Fund

Semiannual Report

April 30, 2004
(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

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.

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

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

(Recycle graphic) This report is printed on recycled paper using soy-based inks.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Corrections Corp. of America	5.0	4.0
Fisher Scientific International, Inc.	2.8	2.0
United Auto Group, Inc.	2.3	1.9
Websense, Inc.	2.2	1.6
Affiliated Computer Services, Inc. Class A	2.1	2.3
Omnicare, Inc.	2.0	1.9
Renal Care Group, Inc.	1.8	1.5
Arrow Electronics, Inc.	1.8	1.6
Philadelphia Consolidated Holding Corp.	1.8	2.6
Avnet, Inc.	1.7	1.6
	23.5
Top Five Market Sectors as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	22.0	20.2
Consumer Discretionary	19.1	24.4
Health Care	16.1	14.6
Financials	15.0	20.2
Industrials	13.4	7.9

Asset Allocation (% of fund's net assets)
As of April 30, 2004 *			As of October 31, 2003**
	Stocks 94.5%			Stocks 99.1%
	Short-Term Investments and Net Other Assets 5.5%			Short-Term Investments and Net Other Assets 0.9%
* Foreign investments		2.8%	** Foreign investments		5.9%

Semiannual Report

Investments April 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.5%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 19.1%
Auto Components - 2.2%
Keystone Automotive Industries, Inc. (a)	538,136		$ 13,938
LKQ Corp.	279,200		4,959
Midas, Inc. (a)	132,900		2,427
			21,324
Distributors - 0.1%
Advanced Marketing Services, Inc.	126,500		1,256
Hotels, Restaurants & Leisure - 2.8%
AFC Enterprises, Inc. (a)	450,300		10,132
Ambassadors Group, Inc.	185,634		4,390
Buca, Inc. (a)	623,954		4,093
Orbitz, Inc. Class A	231,400		5,889
Ruby Tuesday, Inc.	82,400		2,465
			26,969
Household Durables - 1.4%
Jarden Corp. (a)	359,850		13,386
Leisure Equipment & Products - 0.5%
RC2 Corp. (a)	163,320		4,428
Specialty Retail - 10.5%
Aeropostale, Inc. (a)	546,600		12,020
Asbury Automotive Group, Inc. (a)	304,800		4,935
Big 5 Sporting Goods Corp. (a)	438,023		10,872
Christopher & Banks Corp.	150,900		2,700
Group 1 Automotive, Inc. (a)	130,500		4,510
Kirkland's, Inc. (a)	171,200		3,090
Lithia Motors, Inc. Class A	186,700		4,822
Pomeroy IT Solutions, Inc.	139,830		1,944
Regis Corp.	187,637		8,147
Sonic Automotive, Inc. Class A	357,100		8,892
The Pep Boys - Manny, Moe & Jack	513,100		14,095
United Auto Group, Inc.	734,000		22,629
Whitehall Jewellers, Inc. (a)	409,800		3,709
			102,365
Textiles Apparel & Luxury Goods - 1.6%
Maxwell Shoe Co., Inc. Class A (a)	150,400		3,398
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Textiles Apparel & Luxury Goods - continued
Skechers U.S.A., Inc. Class A (a)	374,900		$ 4,615
Warnaco Group, Inc. (a)	400,700		7,665
			15,678
TOTAL CONSUMER DISCRETIONARY			185,406
CONSUMER STAPLES - 3.5%
Food & Staples Retailing - 2.1%
BJ's Wholesale Club, Inc. (a)	624,683		15,136
Rite Aid Corp. (a)	1,083,774		5,310
			20,446
Food Products - 0.7%
Interstate Bakeries Corp.	636,550		7,193
Personal Products - 0.7%
NBTY, Inc. (a)	169,100		6,284
TOTAL CONSUMER STAPLES			33,923
ENERGY - 3.6%
Energy Equipment & Services - 1.0%
Hydril Co. (a)	85,100		2,167
Oil States International, Inc. (a)	347,000		4,698
Varco International, Inc. (a)	131,900		2,729
			9,594
Oil & Gas - 2.6%
Encore Acquisition Co. (a)	159,500		4,745
Evergreen Resources, Inc. (a)	89,000		3,572
Patina Oil & Gas Corp.	164,600		4,576
Prima Energy Corp. (a)	112,039		4,160
Quicksilver Resources, Inc. (a)	93,900		4,080
World Fuel Services Corp.	107,700		4,558
			25,691
TOTAL ENERGY			35,285
FINANCIALS - 15.0%
Commercial Banks - 2.4%
Center Financial Corp., California	237,800		3,448
Hanmi Financial Corp.	145,495		3,604
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
Nara Bancorp, Inc.	342,900		$ 9,876
Pacific Union Bank	140,234		4,025
Wilshire State Bank, California (a)	80,000		1,911
			22,864
Consumer Finance - 1.1%
Student Loan Corp.	72,700		10,294
Diversified Financial Services - 0.2%
eSpeed, Inc. Class A (a)	116,300		2,047
Insurance - 6.7%
Berkshire Hathaway, Inc. Class A (a)	151		14,102
Hilb, Rogal & Hamilton Co.	161,900		5,804
IPC Holdings Ltd.	115,886		4,265
Montpelier Re Holdings Ltd.	277,879		9,503
Philadelphia Consolidated Holding Corp. (a)	304,216		17,565
StanCorp Financial Group, Inc.	115,400		7,140
USI Holdings Corp. (a)	453,410		6,869
			65,248
Thrifts & Mortgage Finance - 4.6%
Bank Mutual Corp.	734,061		7,752
Farmer Mac Class C (non-vtg.) (a)	397,700		9,954
Harbor Florida Bancshares, Inc.	162,557		4,506
KNBT Bancorp, Inc.	235,860		3,745
NetBank, Inc.	335,900		3,624
Provident Financial Services, Inc.	355,093		6,392
Rainier Pacific Financial Group, Inc. (c)	463,342		7,205
W Holding Co., Inc.	116,586		1,987
			45,165
TOTAL FINANCIALS			145,618
HEALTH CARE - 16.1%
Biotechnology - 0.6%
Connetics Corp. (a)	273,800		5,325
Health Care Equipment & Supplies - 3.7%
Fisher Scientific International, Inc. (a)	463,881		27,160
Nutraceutical International Corp. (a)	382,500		8,893
			36,053
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - 11.2%
Centene Corp. (a)	334,400		$ 11,202
Corvel Corp. (a)	187,059		5,814
Coventry Health Care, Inc. (a)	333,724		13,963
Hanger Orthopedic Group, Inc. (a)	801,516		13,121
IMPAC Medical Systems, Inc. (a)	58,891		1,436
Mariner Health Care, Inc. (a)	266,600		4,815
Molina Healthcare, Inc.	207,900		7,414
Odyssey Healthcare, Inc. (a)	247,200		4,155
Omnicare, Inc.	464,728		19,277
Per-Se Technologies, Inc. (a)	120,500		1,289
Renal Care Group, Inc. (a)	355,842		17,607
Universal Health Services, Inc. Class B	110,710		4,860
VistaCare, Inc. Class A (a)	142,500		3,590
			108,543
Pharmaceuticals - 0.6%
InKine Pharmaceutical, Inc. (a)	1,081,200		6,141
TOTAL HEALTH CARE			156,062
INDUSTRIALS - 13.4%
Aerospace & Defense - 0.4%
SI International, Inc. (a)	158,100		4,111
Air Freight & Logistics - 1.0%
Pacer International, Inc. (a)	508,302		9,556
Airlines - 3.8%
ExpressJet Holdings, Inc. Class A (a)	1,218,200		15,496
Pinnacle Airlines Corp.	817,800		11,637
SkyWest, Inc.	564,008		10,265
			37,398
Building Products - 0.4%
Quixote Corp.	182,473		3,540
Commercial Services & Supplies - 6.5%
Corrections Corp. of America (a)	1,341,319		48,878
The Geo Group, Inc. (a)(c)	597,200		14,034
			62,912
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Construction & Engineering - 1.3%
Chicago Bridge & Iron Co. NV	311,200		$ 8,947
URS Corp. (a)	144,200		3,725
			12,672
TOTAL INDUSTRIALS			130,189
INFORMATION TECHNOLOGY - 22.0%
Communications Equipment - 0.9%
Black Box Corp.	180,733		9,208
Electronic Equipment & Instruments - 4.8%
Arrow Electronics, Inc. (a)	696,300		17,602
Avnet, Inc. (a)	763,200		16,516
Measurement Specialties, Inc. (a)	504,000		9,490
NU Horizons Electronics Corp. (a)	293,300		2,992
			46,600
Internet Software & Services - 5.2%
Bankrate, Inc. (a)	309,700		3,754
Homestore, Inc. (a)	1,869,972		8,976
j2 Global Communications, Inc. (a)	527,100		12,208
Marketwatch.com, Inc. (a)	403,319		4,235
Websense, Inc. (a)	710,029		20,946
			50,119
IT Services - 9.3%
Affiliated Computer Services, Inc. Class A (a)	424,726		20,599
Anteon International Corp. (a)	297,300		9,276
CACI International, Inc. Class A (a)	222,400		10,119
Certegy, Inc.	164,700		5,893
Computer Sciences Corp. (a)	258,500		10,575
CSG Systems International, Inc. (a)	685,836		11,515
DST Systems, Inc. (a)	102,600		4,530
ManTech International Corp. Class A (a)	202,159		5,074
The BISYS Group, Inc. (a)	710,500		10,302
Tier Technologies, Inc. Class B (a)	201,848		2,075
			89,958
Semiconductors & Semiconductor Equipment - 0.6%
Intersil Corp. Class A	320,600		6,332
Software - 1.2%
Aspen Technology, Inc. (a)	224,327		1,458
Dynamics Research Corp. (a)	121,610		2,000
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Moldflow Corp. (a)	183,800		$ 2,016
Pervasive Software, Inc. (a)	575,568		3,453
TALX Corp.	119,866		2,784
			11,711
TOTAL INFORMATION TECHNOLOGY			213,928
MATERIALS - 0.5%
Metals & Mining - 0.5%
Compania de Minas Buenaventura SA sponsored ADR	201,946		4,370
TELECOMMUNICATION SERVICES - 1.3%
Wireless Telecommunication Services - 1.3%
NII Holdings, Inc. (a)	347,853		12,175
TOTAL COMMON STOCKS (Cost $736,033)		916,956
Money Market Funds - 9.2%

Fidelity Cash Central Fund, 1.06% (b)	58,360,703		58,361
Fidelity Securities Lending Cash Central Fund, 1.06% (b)	30,342,400		30,342
TOTAL MONEY MARKET FUNDS (Cost $88,703)		88,703
TOTAL INVESTMENT PORTFOLIO - 103.7% (Cost $824,736)			1,005,659
NET OTHER ASSETS - (3.7)%			(35,450)
NET ASSETS - 100%		$ 970,209

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $391,031,000 and $484,022,000, respectively.

The fund participated in the interfund lending program as a borrower. The average daily loan balance during the period for which loans were outstanding amounted to $3,957,000. The weighted average interest rate was 1.13%. Interest expense includes $1,000 paid under the interfund lending program. At period end there were no interfund loans outstanding.

Income Tax Information

At October 31, 2003, the fund had a capital loss carryforward of approximately $33,865,000 all of which will expire on October 31, 2010.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $29,447) (cost $824,736) - See accompanying schedule		$ 1,005,659
Receivable for investments sold		1,926
Receivable for fund shares sold		1,352
Dividends receivable		40
Interest receivable		31
Prepaid expenses		3
Other affiliated receivables		2
Other receivables		151
Total assets		1,009,164

Liabilities
Payable to custodian bank	$ 4
Payable for investments purchased	4,978
Payable for fund shares redeemed	2,718
Accrued management fee	639
Other affiliated payables	249
Other payables and accrued expenses	25
Collateral on securities loaned, at value	30,342
Total liabilities		38,955

Net Assets		$ 970,209
Net Assets consist of:
Paid in capital		$ 779,496
Accumulated net investment loss		(2,646)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		12,436
Net unrealized appreciation (depreciation) on investments		180,923
Net Assets, for 52,647 shares outstanding		$ 970,209
Net Asset Value, offering price and redemption price per share ($970,209 ÷ 52,647 shares)		$ 18.43

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)

Investment Income
Dividends (including $23 received from affiliated issuers)		$ 1,666
Interest		122
Security lending		64
Total income		1,852

Expenses
Management fee Basic fee	$ 3,024
Performance adjustment	49
Transfer agent fees	1,342
Accounting and security lending fees	149
Non-interested trustees' compensation	3
Custodian fees and expenses	19
Registration fees	25
Audit	22
Legal	5
Interest	1
Miscellaneous	5
Total expenses before reductions	4,644
Expense reductions	(146)	4,498
Net investment income (loss)		(2,646)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (including realized gain (loss) of $100 on sales of investments in affiliated issuers)	48,899
Foreign currency transactions	3
Total net realized gain (loss)		48,902
Change in net unrealized appreciation (depreciation) on investment securities		36,675
Net gain (loss)		85,577
Net increase (decrease) in net assets resulting from operations		$ 82,931

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)	Year ended October 31, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,646)	$ (4,829)
Net realized gain (loss)	48,902	37,066
Change in net unrealized appreciation (depreciation)	36,675	146,677
Net increase (decrease) in net assets resulting from operations	82,931	178,914
Share transactions Net proceeds from sales of shares	146,510	213,113
Cost of shares redeemed	(192,109)	(351,520)
Net increase (decrease) in net assets resulting from share transactions	(45,599)	(138,407)
Redemption fees	175	447
Total increase (decrease) in net assets	37,507	40,954

Net Assets
Beginning of period	932,702	891,748
End of period (including accumulated net investment loss of $2,646 and undistributed net investment income of $0, respectively).	$ 970,209	$ 932,702
Other Information Shares
Sold	8,032	14,983
Redeemed	(10,683)	(25,448)
Net increase (decrease)	(2,651)	(10,465)

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2004	Years ended October 31,
	(Unaudited)	2003	2002	2001	2000	1999^I	1999^H
Selected Per-Share Data
Net asset value, beginning of period	$ 16.87	$ 13.56	$ 15.40	$ 16.87	$ 14.24	$ 13.83	$ 18.11
Income from Investment Operations
Net investment income (loss) ^E	(.05)	(.08)	(.08)	.10^F	.03	.01	.07
Net realized and unrealized gain (loss)	1.61	3.38	(1.33)	(.81)	2.60	.47	(3.71)
Total from investment operations	1.56	3.30	(1.41)	(.71)	2.63	.48	(3.64)
Distributions from net investment income	-	-	-	(.03)	(.02)	(.07)	(.04)
Distributions from net realized gain	-	-	(.44)	(.74)	-	-	(.61)
Total distributions	-	-	(.44)	(.77)	(.02)	(.07)	(.65)
Redemption fees added to paid in capital^E	-^J	.01	.01	.01	.02	-^J	.01
Net asset value, end of period	$ 18.43	$ 16.87	$ 13.56	$ 15.40	$ 16.87	$ 14.24	$ 13.83
Total Return^{B, C, D}	9.25%	24.41%	(9.58)%	(4.29)%	18.62%	3.48%	(20.61)%
Ratios to Average Net Assets^G
Expenses before expense reductions	.96%^A	1.06%	1.12%	.86%	.88%	.86%	.89%
Expenses net of voluntary waivers, if any	.96%^A	1.06%	1.12%	.86%	.88%	.86%	.89%
Expenses net of all reductions	.93%^A	.93%	.91%	.74%	.84%	.82%	.85%
Net investment income (loss)	(.55)%^A	(.59)%	(.52)%	.66%	.20%	.15%	.48%
Supplemental Data
Net assets, end of period (in millions)	$ 970	$ 933	$ 892	$ 773	$ 681	$ 556	$ 591
Portfolio turnover rate	83%^A	220%	290%	450%	159%	173%	96%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower had certain expenses not been reduced during the periods shown. ^D Total returns do not include the effect of the former sales charges. ^E Calculated based on average shares outstanding during the period. ^F Investment income per share reflects a special dividend which amounted to $.05 per share. ^G 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 other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary 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. ^H For the period ended April 30. ^I Six months ended October 31. ^J Amount represents less than $.01 per share.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Small Cap Independence Fund (the fund) is a fund of Fidelity Capital 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. 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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period. Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), net operating losses, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation	$ 201,316
Unrealized depreciation	(22,417)
Net unrealized appreciation (depreciation)	$ 178,899
Cost for federal income tax purposes	$ 826,760

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the fund and accounted for as an addition to paid in capital.

Semiannual Report

2. Operating Policies.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .64% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. 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, 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 funds. Information regarding the fund's participation in the program is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

5. Committed Line of Credit.

6. Security Lending.

Semiannual Report

6. Security Lending - continued

and any additional required collateral is delivered to the fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Cash collateral is invested in cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $143 for the period. In addition, through arrangements with the fund's transfer agent, 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 transfer agent expenses by $3.

8. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period

Rainier Pacific Financial Group, Inc.	$ 7,807	$ -	$ -	$ 23	$ 7,205
The Geo Group, Inc.	12,654	156	348	-	14,034
TOTALS	$ 20,461	$ 156	$ 348	$ 23	$ 21,239

Semiannual Report

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Semiannual Report

To Visit Fidelity

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Semiannual Report

Investment Adviser

Fidelity Management & Research Company

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Semiannual Report

April 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

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.

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For more information on any Fidelity Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

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Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Microsoft Corp.	5.5	3.9
Citigroup, Inc.	3.4	3.0
Pfizer, Inc.	3.2	2.3
American International Group, Inc.	3.0	3.4
Exxon Mobil Corp.	2.3	1.7
Intel Corp.	2.1	1.9
Dell, Inc.	2.1	2.1
Procter & Gamble Co.	2.0	2.0
Bank of America Corp.	2.0	1.9
Wal-Mart Stores, Inc.	1.9	1.9
	27.5
Top Five Market Sectors as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	20.5	20.8
Financials	19.0	20.5
Health Care	13.0	12.5
Consumer Discretionary	12.2	11.5
Industrials	10.6	10.5

Asset Allocation (% of fund's net assets)
As of April 30, 2004 *			As of October 31, 2003 **
	Stocks 95.5%			Stocks 94.3%
	Short-Term Investments and Net Other Assets 4.5%			Short-Term Investments and Net Other Assets 5.7%
* Foreign investments		1.6%	** Foreign investments		2.0%

Semiannual Report

Investments April 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.5%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 12.2%
Hotels, Restaurants & Leisure - 1.5%
Hilton Hotels Corp.	160,000		$ 2,798
Mandalay Resort Group	32,000		1,838
Marriott International, Inc. Class A	40,400		1,905
McDonald's Corp.	139,900		3,809
Outback Steakhouse, Inc.	1,000		44
Sonic Corp. (a)	30,000		968
Yum! Brands, Inc. (a)	10,000		388
			11,750
Household Durables - 0.1%
Beazer Homes USA, Inc.	11,000		1,083
Internet & Catalog Retail - 0.4%
eBay, Inc. (a)	33,400		2,666
InterActiveCorp (a)	3,800		121
PetMed Express, Inc. (a)	20,000		213
			3,000
Media - 6.5%
Cablevision Systems Corp. - NY Group Class A (a)	75,000		1,637
Clear Channel Communications, Inc.	97,500		4,045
Comcast Corp. Class A (special) (a)	140,000		4,059
Cumulus Media, Inc. Class A (a)	70,000		1,471
E.W. Scripps Co. Class A	8,000		844
EchoStar Communications Corp. Class A (a)	44,500		1,477
Emmis Communications Corp. Class A (a)	30,000		702
Fox Entertainment Group, Inc. Class A (a)	120,000		3,342
Gannett Co., Inc.	30,000		2,600
Lamar Advertising Co. Class A (a)	52,800		2,168
Liberty Media Corp. Class A (a)	270,000		2,954
Meredith Corp.	41,700		2,124
News Corp. Ltd.:
ADR	55,000		2,011
sponsored ADR	35,000		1,181
Scholastic Corp. (a)	48,700		1,381
Time Warner, Inc. (a)	449,900		7,567
Univision Communications, Inc. Class A (a)	45,000		1,523
Viacom, Inc. Class B (non-vtg.)	150,200		5,805
Walt Disney Co.	167,900		3,867
			50,758
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - 0.8%
Saks, Inc.	55,000		$ 792
Target Corp.	128,000		5,551
			6,343
Specialty Retail - 2.2%
AutoZone, Inc. (a)	15,000		1,314
Best Buy Co., Inc.	69,100		3,749
Home Depot, Inc.	298,100		10,490
Staples, Inc.	61,000		1,571
			17,124
Textiles Apparel & Luxury Goods - 0.7%
Liz Claiborne, Inc.	46,900		1,646
NIKE, Inc. Class B	51,300		3,691
			5,337
TOTAL CONSUMER DISCRETIONARY			95,395
CONSUMER STAPLES - 8.0%
Beverages - 1.8%
Anheuser-Busch Companies, Inc.	80,000		4,099
PepsiCo, Inc.	99,300		5,411
The Coca-Cola Co.	88,100		4,455
			13,965
Food & Staples Retailing - 2.1%
Safeway, Inc. (a)	39,200		900
Sysco Corp.	25,000		956
United Natural Foods, Inc. (a)	11,400		286
Wal-Mart Stores, Inc.	253,400		14,444
			16,586
Household Products - 3.0%
Colgate-Palmolive Co.	110,000		6,367
Energizer Holdings, Inc. (a)	27,000		1,169
Procter & Gamble Co.	149,300		15,788
			23,324
Personal Products - 0.6%
Avon Products, Inc.	40,000		3,360
Gillette Co.	40,000		1,637
			4,997
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Tobacco - 0.5%
Altria Group, Inc.	63,800		$ 3,533
TOTAL CONSUMER STAPLES			62,405
ENERGY - 4.7%
Energy Equipment & Services - 1.7%
BJ Services Co. (a)	81,000		3,605
ENSCO International, Inc.	40,000		1,095
Nabors Industries Ltd. (a)	34,300		1,522
Smith International, Inc. (a)	86,100		4,714
Weatherford International Ltd. (a)	56,100		2,439
			13,375
Oil & Gas - 3.0%
Apache Corp.	30,800		1,290
Burlington Resources, Inc.	47,400		3,189
Exxon Mobil Corp.	421,300		17,926
Valero Energy Corp.	23,200		1,479
			23,884
TOTAL ENERGY			37,259
FINANCIALS - 19.0%
Capital Markets - 3.1%
Bank of New York Co., Inc.	10,000		291
Charles Schwab Corp.	185,000		1,904
J.P. Morgan Chase & Co.	72,400		2,722
Lehman Brothers Holdings, Inc.	10,000		734
Mellon Financial Corp.	10,000		296
Merrill Lynch & Co., Inc.	196,400		10,651
Morgan Stanley	148,600		7,637
			24,235
Commercial Banks - 4.1%
Bank of America Corp.	195,000		15,696
Fifth Third Bancorp	25,000		1,342
KeyCorp	15,000		446
PNC Financial Services Group, Inc.	6,000		319
SunTrust Banks, Inc.	5,000		340
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
Wachovia Corp.	50,000		$ 2,288
Wells Fargo & Co.	210,700		11,896
			32,327
Consumer Finance - 2.0%
American Express Co.	163,900		8,023
MBNA Corp.	277,531		6,766
SLM Corp.	24,000		919
			15,708
Diversified Financial Services - 3.4%
Citigroup, Inc.	556,066		26,741
Insurance - 5.3%
ACE Ltd.	65,000		2,850
AFLAC, Inc.	46,800		1,976
American International Group, Inc.	325,400		23,315
Everest Re Group Ltd.	25,000		2,130
Hartford Financial Services Group, Inc.	36,900		2,254
MetLife, Inc.	30,000		1,035
The Chubb Corp.	30,000		2,070
W.R. Berkley Corp.	80,000		3,240
XL Capital Ltd. Class A	30,000		2,291
			41,161
Thrifts & Mortgage Finance - 1.1%
Countrywide Financial Corp.	20,239		1,200
Fannie Mae	39,300		2,701
MGIC Investment Corp.	20,000		1,472
Sovereign Bancorp, Inc.	170,300		3,403
			8,776
TOTAL FINANCIALS			148,948
HEALTH CARE - 13.0%
Biotechnology - 1.6%
Amgen, Inc. (a)	41,600		2,341
Biogen Idec, Inc. (a)	25,000		1,475
Cephalon, Inc. (a)	33,000		1,878
Charles River Laboratories International, Inc. (a)	22,000		1,012
Genentech, Inc. (a)	17,000		2,088
Millennium Pharmaceuticals, Inc. (a)	100,000		1,499
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Biotechnology - continued
OSI Pharmaceuticals, Inc. (a)	10,000		$ 738
Protein Design Labs, Inc. (a)	55,000		1,346
			12,377
Health Care Equipment & Supplies - 2.1%
Apogent Technologies, Inc. (a)	30,000		973
Baxter International, Inc.	58,000		1,836
Becton, Dickinson & Co.	15,000		758
Biomet, Inc.	10,000		395
Boston Scientific Corp. (a)	81,000		3,336
C.R. Bard, Inc.	5,000		531
Dade Behring Holdings, Inc. (a)	30,000		1,380
Kensey Nash Corp. (a)	19,000		616
Medtronic, Inc.	95,300		4,809
St. Jude Medical, Inc. (a)	26,300		2,006
			16,640
Health Care Providers & Services - 2.2%
American Healthways, Inc. (a)	98,000		2,375
AmerisourceBergen Corp.	25,000		1,447
Cardinal Health, Inc.	59,500		4,358
Inveresk Research Group, Inc. (a)	70,000		1,984
PacifiCare Health Systems, Inc. (a)	14,600		522
Tenet Healthcare Corp. (a)	35,000		412
UnitedHealth Group, Inc.	107,200		6,591
			17,689
Pharmaceuticals - 7.1%
Abbott Laboratories	95,000		4,182
Elan Corp. PLC sponsored ADR (a)	70,000		1,512
Eli Lilly & Co.	39,200		2,893
Forest Laboratories, Inc. (a)	11,300		729
Johnson & Johnson	170,800		9,228
Merck & Co., Inc.	96,500		4,536
Pfizer, Inc.	707,640		25,305
Schering-Plough Corp.	110,300		1,845
Wyeth	137,500		5,235
			55,465
TOTAL HEALTH CARE			102,171
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - 10.6%
Aerospace & Defense - 2.8%
Aviall, Inc. (a)	76,000		$ 1,258
Boeing Co.	105,000		4,482
Goodrich Corp.	57,000		1,641
Honeywell International, Inc.	190,000		6,570
Lockheed Martin Corp.	81,100		3,868
United Technologies Corp.	44,300		3,821
			21,640
Air Freight & Logistics - 0.5%
CNF, Inc.	25,000		914
FedEx Corp.	44,600		3,207
			4,121
Airlines - 0.4%
Southwest Airlines Co.	191,700		2,737
Building Products - 0.3%
American Standard Companies, Inc. (a)	7,200		757
Jacuzzi Brands, Inc. (a)	85,000		743
Trex Co., Inc. (a)	15,000		581
			2,081
Commercial Services & Supplies - 1.1%
Cendant Corp.	105,000		2,486
Herman Miller, Inc.	50,000		1,314
Monster Worldwide, Inc. (a)	65,700		1,683
Robert Half International, Inc. (a)	115,000		3,136
			8,619
Construction & Engineering - 0.0%
Granite Construction, Inc.	18,300		363
Electrical Equipment - 0.3%
Emerson Electric Co.	40,000		2,409
Industrial Conglomerates - 3.6%
3M Co.	113,800		9,841
General Electric Co.	431,000		12,908
Tyco International Ltd.	210,000		5,765
			28,514
Machinery - 1.2%
Caterpillar, Inc.	40,000		3,109
Ingersoll-Rand Co. Ltd. Class A	11,000		710
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Machinery - continued
Navistar International Corp. (a)	96,200		$ 4,343
Timken Co.	40,000		882
			9,044
Road & Rail - 0.2%
Union Pacific Corp.	32,000		1,886
Trading Companies & Distributors - 0.2%
W.W. Grainger, Inc.	30,000		1,572
TOTAL INDUSTRIALS			82,986
INFORMATION TECHNOLOGY - 20.5%
Communications Equipment - 3.0%
Alcatel SA sponsored ADR (a)	115,000		1,686
Avaya, Inc. (a)	164,900		2,256
CIENA Corp. (a)	60,000		248
Cisco Systems, Inc. (a)	531,700		11,097
Comverse Technology, Inc. (a)	35,000		573
Corning, Inc. (a)	70,000		772
Juniper Networks, Inc. (a)	71,600		1,567
Lucent Technologies, Inc. (a)	132,400		446
Motorola, Inc.	158,200		2,887
NMS Communications Corp. (a)	19,000		147
QUALCOMM, Inc.	33,000		2,061
Research in Motion Ltd. (a)	300		26
			23,766
Computers & Peripherals - 3.4%
Applied Films Corp. (a)	60,000		1,428
Concurrent Computer Corp. (a)	105,000		215
Dell, Inc. (a)	472,100		16,387
Diebold, Inc.	51,900		2,392
EMC Corp. (a)	241,200		2,692
Hewlett-Packard Co.	78,900		1,554
Lexmark International, Inc. Class A (a)	13,000		1,176
Western Digital Corp. (a)	90,000		727
			26,571
Electronic Equipment & Instruments - 0.6%
AU Optronics Corp. sponsored ADR	20,000		430
Molex, Inc.	25,000		745
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
Solectron Corp. (a)	450,000		$ 2,205
Thermo Electron Corp. (a)	40,000		1,168
			4,548
Internet Software & Services - 0.5%
Homestore, Inc. (a)	135,000		648
Yahoo!, Inc. (a)	61,400		3,098
			3,746
IT Services - 1.7%
Affiliated Computer Services, Inc. Class A (a)	40,000		1,940
CSG Systems International, Inc. (a)	67,500		1,133
First Data Corp.	165,000		7,489
Paychex, Inc.	70,000		2,610
			13,172
Semiconductors & Semiconductor Equipment - 4.7%
Agere Systems, Inc. Class B (a)	385,246		836
Altera Corp. (a)	97,600		1,953
Analog Devices, Inc.	70,000		2,982
Fairchild Semiconductor International, Inc. (a)	22,600		440
Integrated Circuit Systems, Inc. (a)	32,300		765
Intel Corp.	646,300		16,629
Intersil Corp. Class A	28,400		561
KLA-Tencor Corp. (a)	57,900		2,413
Kopin Corp. (a)	185,000		921
National Semiconductor Corp. (a)	84,100		3,430
Teradyne, Inc. (a)	80,000		1,630
Texas Instruments, Inc.	174,200		4,372
			36,932
Software - 6.6%
BEA Systems, Inc. (a)	85,000		970
Cadence Design Systems, Inc. (a)	110,700		1,419
Microsoft Corp.	1,660,400		43,125
Oracle Corp. (a)	175,000		1,964
PeopleSoft, Inc. (a)	15,000		253
Reynolds & Reynolds Co. Class A	40,000		1,142
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Sonic Solutions, Inc. (a)	30,000		$ 540
VERITAS Software Corp. (a)	98,000		2,614
			52,027
TOTAL INFORMATION TECHNOLOGY			160,762
MATERIALS - 3.9%
Chemicals - 2.2%
Dow Chemical Co.	128,700		5,108
E.I. du Pont de Nemours & Co.	25,000		1,074
Ecolab, Inc.	28,000		834
Lyondell Chemical Co.	73,900		1,208
Millennium Chemicals, Inc.	148,000		2,423
Olin Corp.	43,200		746
PolyOne Corp. (a)	88,396		605
Praxair, Inc.	155,000		5,665
			17,663
Containers & Packaging - 0.2%
Pactiv Corp. (a)	66,600		1,528
Metals & Mining - 0.9%
Alcoa, Inc.	90,000		2,768
Falconbridge Ltd.	1,400		30
Newmont Mining Corp.	50,000		1,870
Peabody Energy Corp.	45,000		2,110
			6,778
Paper & Forest Products - 0.6%
Bowater, Inc.	60,000		2,517
International Paper Co.	60,000		2,419
			4,936
TOTAL MATERIALS			30,905
TELECOMMUNICATION SERVICES - 3.3%
Diversified Telecommunication Services - 2.4%
Qwest Communications International, Inc. (a)	380,200		1,528
SBC Communications, Inc.	350,300		8,722
Sprint Corp. - FON Group	37,500		671
Verizon Communications, Inc.	204,300		7,710
			18,631
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.9%
AT&T Wireless Services, Inc. (a)	285,000		$ 3,936
Nextel Communications, Inc. Class A (a)	140,000		3,340
			7,276
TOTAL TELECOMMUNICATION SERVICES			25,907
UTILITIES - 0.3%
Electric Utilities - 0.2%
Dominion Resources, Inc.	10,000		638
TXU Corp.	20,000		683
			1,321
Multi-Utilities & Unregulated Power - 0.1%
AES Corp. (a)	117,200		1,016
TOTAL UTILITIES			2,337
TOTAL COMMON STOCKS (Cost $725,473)		749,075
Money Market Funds - 3.2%

Fidelity Cash Central Fund, 1.06% (b)	24,072,934		24,073
Fidelity Securities Lending Cash Central Fund, 1.06% (b)	991,500		992
TOTAL MONEY MARKET FUNDS (Cost $25,065)		25,065
TOTAL INVESTMENT PORTFOLIO - 98.7% (Cost $750,538)			774,140
NET OTHER ASSETS - 1.3%			10,471
NET ASSETS - 100%		$ 784,611

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $515,150,000 and $554,679,000, respectively.

Income Tax Information

At October 31, 2003, the fund had a capital loss carryforward of approximately $193,859,000 of which $112,480,000 and $81,379,000 will expire on October 31, 2009 and 2010, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $952) (cost $750,538) - See accompanying schedule		$ 774,140
Receivable for investments sold		23,697
Receivable for fund shares sold		193
Dividends receivable		830
Interest receivable		13
Prepaid expenses		3
Other receivables		56
Total assets		798,932

Liabilities
Payable for investments purchased	$ 12,356
Payable for fund shares redeemed	380
Accrued management fee	400
Other affiliated payables	170
Other payables and accrued expenses	23
Collateral on securities loaned, at value	992
Total liabilities		14,321

Net Assets		$ 784,611
Net Assets consist of:
Paid in capital		$ 907,776
Undistributed net investment income		1,037
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(147,805)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		23,603
Net Assets, for 37,396 shares outstanding		$ 784,611
Net Asset Value, offering price and redemption price per share ($784,611 ÷ 37,396 shares)		$ 20.98

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)

Investment Income
Dividends		$ 5,050
Interest		152
Security lending		3
Total income		5,205

Expenses
Management fee Basic fee	$ 2,332
Performance adjustment	10
Transfer agent fees	874
Accounting and security lending fees	129
Non-interested trustees' compensation	3
Custodian fees and expenses	21
Registration fees	13
Audit	24
Legal	2
Miscellaneous	6
Total expenses before reductions	3,414
Expense reductions	(114)	3,300
Net investment income (loss)		1,905
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	72,447
Foreign currency transactions	2
Total net realized gain (loss)		72,449
Change in net unrealized appreciation (depreciation) on: Investment securities	(28,968)
Assets and liabilities in foreign currencies	1
Total change in net unrealized appreciation (depreciation)		(28,967)
Net gain (loss)		43,482
Net increase (decrease) in net assets resulting from operations		$ 45,387

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)	Year ended October 31, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 1,905	$ 4,672
Net realized gain (loss)	72,449	46,334
Change in net unrealized appreciation (depreciation)	(28,967)	76,993
Net increase (decrease) in net assets resulting from operations	45,387	127,999
Distributions to shareholders from net investment income	(4,700)	(2,645)
Share transactions Net proceeds from sales of shares	17,296	42,774
Reinvestment of distributions	4,477	2,513
Cost of shares redeemed	(67,844)	(124,170)
Net increase (decrease) in net assets resulting from share transactions	(46,071)	(78,883)
Total increase (decrease) in net assets	(5,384)	46,471

Net Assets
Beginning of period	789,995	743,524
End of period (including undistributed net investment income of $1,037 and undistributed net investment income of $3,832, respectively)	$ 784,611	$ 789,995
Other Information Shares
Sold	819	2,424
Issued in reinvestment of distributions	224	146
Redeemed	(3,227)	(7,166)
Net increase (decrease)	(2,184)	(4,596)

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2004	Years ended October 31,
	(Unaudited)	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 19.96	$ 16.83	$ 19.54	$ 31.80	$ 32.29	$ 27.09
Income from Investment Operations
Net investment income (loss)^D	.05	.11	.07	.14	.16	.20
Net realized and unrealized gain (loss)	1.09	3.08	(2.64)	(7.33)	3.31	7.23
Total from investment operations	1.14	3.19	(2.57)	(7.19)	3.47	7.43
Distributions from net investment income	(.12)	(.06)	(.14)	(.13)	(.12)	(.30)
Distributions from net realized gain	-	-	-	(4.94)	(3.84)	(1.93)
Total distributions	(.12)	(.06)	(.14)	(5.07)	(3.96)	(2.23)
Net asset value, end of period	$ 20.98	$ 19.96	$ 16.83	$ 19.54	$ 31.80	$ 32.29
Total Return^{B, C}	5.74%	19.01%	(13.30)%	(26.41)%	11.54%	29.15%
Ratios to Average Net Assets^E
Expenses before expense reductions	.84%^A	.86%	.94%	.67%	.61%	.62%
Expenses net of voluntary waivers, if any	.84%^A	.86%	.94%	.67%	.61%	.62%
Expenses net of all reductions	.82%^A	.82%	.83%	.63%	.56%	.59%
Net investment income (loss)	.47%^A	.63%	.39%	.62%	.52%	.67%
Supplemental Data
Net assets, end of period (in millions)	$ 785	$ 790	$ 744	$ 1,017	$ 1,602	$ 1,654
Portfolio turnover rate	133%^A	159%	255%	137%	164%	106%

^A Annualized

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Stock Selector (the fund) is a fund of Fidelity Capital 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. 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. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. The fund estimates the components of distributions received from Real Estate Investment Trusts (REITs). Distributions received in excess of income are recorded as a reduction of cost of investments and/or as a realized gain. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period. Book-tax differences are primarily due to foreign currency transactions, partnerships, capital loss carryforwards and losses deferred due to wash sales.

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

Unrealized appreciation	$ 52,752
Unrealized depreciation	(50,413)
Net unrealized appreciation (depreciation)	$ 2,339
Cost for federal income tax purposes	$ 771,801

Semiannual Report

2. Operating Policies.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .58% of the fund's average net assets.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $113 for the period. 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 $1.

Semiannual Report

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Fidelity Distributors Corporation

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Transfer and Shareholder
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Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

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Semiannual Report

April 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

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.

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For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Fluor Corp.	1.4	0.8
Flextronics International Ltd.	1.3	0.9
Ceridian Corp.	1.2	1.1
Smith International, Inc.	1.2	0.9
Baxter International, Inc.	1.2	0.5
Celestica, Inc. (sub. vtg.)	1.0	0.7
St. Paul Companies, Inc.	1.0	0.4
Alcan, Inc.	1.0	0.8
Precision Castparts Corp.	1.0	0.5
Kennametal, Inc.	1.0	0.8
	11.3
Top Five Market Sectors as of April 30, 2004
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	15.4	15.0
Consumer Discretionary	14.2	13.9
Industrials	13.8	15.6
Financials	13.3	14.4
Energy	12.0	10.5

Asset Allocation (% of fund's net assets)
As of April 30, 2004*			As of October 31, 2003**
	Stocks 95.3%			Stocks 92.9%
	Bonds 0.3%			Bonds 0.0%
	Convertible Securities 1.2%			Convertible Securities 1.9%
	Short-Term Investments and Net Other Assets 3.2%			Short-Term Investments and Net Other Assets 5.2%
* Foreign investments		9.5%	** Foreign investments		8.2%

Semiannual Report

Investments April 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 14.2%
Auto Components - 0.1%
TRW Automotive Holdings Corp.	350,000		$ 7,343
Automobiles - 0.3%
Monaco Coach Corp.	876,950		22,862
Hotels, Restaurants & Leisure - 2.9%
Brinker International, Inc. (a)	290,300		11,165
Caesars Entertainment, Inc. (a)	795,420		10,539
California Pizza Kitchen, Inc. (a)	78,500		1,649
Carnival Corp. unit	200,000		8,534
Harrah's Entertainment, Inc.	380,000		20,208
Hilton Hotels Corp.	1,320,800		23,101
Kerzner International Ltd. (a)	5,500		235
Mandalay Resort Group	584,180		33,561
Outback Steakhouse, Inc.	754,620		33,150
Royal Caribbean Cruises Ltd.	765,790		31,037
Starwood Hotels & Resorts Worldwide, Inc. unit	180,160		7,169
Wendy's International, Inc.	176,200		6,872
Yum! Brands, Inc. (a)	839,920		32,580
			219,800
Household Durables - 2.0%
American Greetings Corp. Class A (a)	561,100		11,503
Furniture Brands International, Inc.	1,079,600		30,380
Jarden Corp. (a)	375,000		13,950
Leggett & Platt, Inc.	1,227,210		27,735
Newell Rubbermaid, Inc.	1,782,000		42,126
Whirlpool Corp.	396,460		25,972
			151,666
Leisure Equipment & Products - 0.8%
Brunswick Corp.	1,165,700		47,922
K2, Inc. (a)	454,570		6,664
RC2 Corp. (a)	111,300		3,017
			57,603
Media - 2.6%
Catalina Marketing Corp. (a)	620,750		10,292
Clear Channel Communications, Inc.	869,960		36,095
Cumulus Media, Inc. Class A (a)	622,547		13,086
E.W. Scripps Co. Class A	167,400		17,669
Emmis Communications Corp. Class A (a)	1,295,202		30,308
NTL, Inc. (a)	80,686		4,581
Reader's Digest Association, Inc. (non-vtg.)	2,071,371		29,683
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Time Warner, Inc. (a)	2,000,000		$ 33,640
Viacom, Inc. Class B (non-vtg.)	548,700		21,207
			196,561
Multiline Retail - 1.2%
Big Lots, Inc. (a)	3,139,260		44,452
Nordstrom, Inc.	1,336,400		47,616
			92,068
Specialty Retail - 3.0%
American Eagle Outfitters, Inc. (a)	1,202,910		30,903
AutoNation, Inc. (a)	1,138,400		19,376
Circuit City Stores, Inc.	607,600		7,097
Foot Locker, Inc.	436,820		10,484
Limited Brands, Inc.	1,617,540		33,386
Office Depot, Inc. (a)	957,800		16,771
Pier 1 Imports, Inc.	754,300		15,584
Select Comfort Corp. (a)	174,300		4,225
Sherwin-Williams Co.	629,720		23,961
Stage Stores, Inc. (a)	400,050		15,706
Toys 'R' Us, Inc. (a)	3,546,900		54,800
			232,293
Textiles Apparel & Luxury Goods - 1.3%
Liz Claiborne, Inc.	1,606,800		56,399
Polo Ralph Lauren Corp. Class A	618,160		21,388
Timberland Co. Class A (a)	260,400		16,332
Warnaco Group, Inc. (a)	369,080		7,061
			101,180
TOTAL CONSUMER DISCRETIONARY			1,081,376
CONSUMER STAPLES - 1.3%
Food & Staples Retailing - 0.5%
Safeway, Inc. (a)	1,598,470		36,685
Food Products - 0.5%
Dean Foods Co. (a)	405,698		13,623
Hormel Foods Corp.	838,420		25,563
Interstate Bakeries Corp.	317,490		3,588
			42,774
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Household Products - 0.3%
Kimberly-Clark Corp.	359,400		$ 23,523
TOTAL CONSUMER STAPLES			102,982
ENERGY - 12.0%
Energy Equipment & Services - 9.1%
Baker Hughes, Inc.	1,928,460		70,736
BJ Services Co. (a)	1,490,000		66,305
Cooper Cameron Corp. (a)	1,504,030		72,720
ENSCO International, Inc.	510,800		13,981
FMC Technologies, Inc. (a)	759,300		20,691
GlobalSantaFe Corp.	302,820		7,985
Grant Prideco, Inc. (a)	1,999,100		30,486
Helmerich & Payne, Inc.	1,412,800		38,131
Maverick Tube Corp. (a)	413,210		9,351
Nabors Industries Ltd. (a)	737,500		32,716
National-Oilwell, Inc. (a)	2,086,400		58,252
Noble Corp. (a)	1,255,800		46,666
Pride International, Inc. (a)	975,200		16,452
Smith International, Inc. (a)	1,667,400		91,290
Transocean, Inc. (a)	1,050,000		29,159
Varco International, Inc. (a)	1,654,300		34,227
Weatherford International Ltd. (a)	1,291,774		56,166
			695,314
Oil & Gas - 2.9%
Apache Corp.	734,600		30,758
Burlington Resources, Inc.	541,700		36,440
Cimarex Energy Co. (a)	58,428		1,612
ConocoPhillips	449,731		32,066
EnCana Corp.	831,890		32,631
Occidental Petroleum Corp.	736,500		34,763
Premcor, Inc. (a)	799,100		27,513
Valero Energy Corp.	379,700		24,210
			219,993
TOTAL ENERGY			915,307
FINANCIALS - 13.2%
Capital Markets - 0.7%
Bank of New York Co., Inc.	130,000		3,788
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Capital Markets - continued
Charles Schwab Corp.	1,247,800		$ 12,840
Janus Capital Group, Inc.	1,032,800		15,699
LaBranche & Co., Inc.	100,000		977
Lehman Brothers Holdings, Inc.	300,000		22,020
			55,324
Commercial Banks - 2.5%
Bank of America Corp.	382,830		30,814
Bank One Corp.	590,060		29,131
Banknorth Group, Inc.	842,800		25,815
City National Corp.	115,760		7,137
Hibernia Corp. Class A	332,839		7,253
North Fork Bancorp, Inc., New York	175,300		6,507
UnionBanCal Corp.	477,098		25,491
Wachovia Corp.	1,037,767		47,478
Zions Bancorp	159,300		9,004
			188,630
Consumer Finance - 0.1%
Rewards Network, Inc. (a)	377,000		3,698
Diversified Financial Services - 0.2%
Citigroup, Inc.	308,024		14,813
Insurance - 5.7%
ACE Ltd.	881,200		38,632
AFLAC, Inc.	632,120		26,694
Allstate Corp.	622,240		28,561
AMBAC Financial Group, Inc.	468,700		32,340
Conseco, Inc. (a)	452,100		8,952
Everest Re Group Ltd.	456,900		38,919
Marsh & McLennan Companies, Inc.	710,000		32,021
MBIA, Inc.	556,800		32,790
MetLife, Inc.	1,039,890		35,876
PartnerRe Ltd.	462,600		26,507
Reinsurance Group of America, Inc.	560,200		21,747
Scottish Re Group Ltd.	321,180		7,027
St. Paul Companies, Inc.	1,837,020		74,712
The Chubb Corp.	450,300		31,071
			435,849
Real Estate - 2.8%
Alexandria Real Estate Equities, Inc.	425,800		24,194
Apartment Investment & Management Co. Class A	575,350		16,208
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Real Estate - continued
Boston Properties, Inc.	410,000		$ 19,270
CenterPoint Properties Trust (SBI)	304,500		21,954
Duke Realty Corp.	951,300		27,740
Pan Pacific Retail Properties, Inc.	141,600		6,220
Public Storage, Inc.	456,700		19,085
Reckson Associates Realty Corp.	1,017,300		24,181
Simon Property Group, Inc.	516,900		24,920
Vornado Realty Trust	587,100		29,619
			213,391
Thrifts & Mortgage Finance - 1.2%
Countrywide Financial Corp.	861,433		51,083
Fannie Mae	327,100		22,478
Freddie Mac	257,100		15,015
Sovereign Bancorp, Inc.	200,000		3,996
			92,572
TOTAL FINANCIALS			1,004,277
HEALTH CARE - 8.7%
Biotechnology - 0.4%
CSL Ltd.	810,523		12,918
Millennium Pharmaceuticals, Inc. (a)	987,130		14,797
			27,715
Health Care Equipment & Supplies - 3.2%
Apogent Technologies, Inc. (a)	373,450		12,107
Bausch & Lomb, Inc.	280,080		17,597
Baxter International, Inc.	2,789,840		88,298
Becton, Dickinson & Co.	661,820		33,455
Dade Behring Holdings, Inc. (a)	1,087,780		50,038
Fisher Scientific International, Inc. (a)	728,700		42,665
			244,160
Health Care Providers & Services - 4.1%
AmerisourceBergen Corp.	95,310		5,517
Community Health Systems, Inc. (a)	298,500		7,698
Covance, Inc. (a)	567,000		19,131
HCA, Inc.	1,422,640		57,802
Inveresk Research Group, Inc. (a)	549,940		15,585
Laboratory Corp. of America Holdings (a)	590,000		23,447
PacifiCare Health Systems, Inc. (a)	265,200		9,484
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Pediatrix Medical Group, Inc. (a)	446,480		$ 31,923
Quest Diagnostics, Inc.	380,660		32,109
Triad Hospitals, Inc. (a)	1,086,750		36,960
Universal Health Services, Inc. Class B	1,318,740		57,893
WebMD Corp. (a)	2,152,650		18,922
			316,471
Pharmaceuticals - 1.0%
Forest Laboratories, Inc. (a)	390,000		25,147
Schering-Plough Corp.	2,625,050		43,917
Wyeth	170,000		6,472
			75,536
TOTAL HEALTH CARE			663,882
INDUSTRIALS - 13.8%
Aerospace & Defense - 2.9%
EADS NV	1,348,900		34,100
GenCorp, Inc.	1,314,800		13,950
Goodrich Corp.	1,085,100		31,240
Honeywell International, Inc.	898,700		31,077
Lockheed Martin Corp.	341,190		16,275
Precision Castparts Corp.	1,648,810		74,213
United Defense Industries, Inc. (a)	493,120		17,087
			217,942
Air Freight & Logistics - 0.4%
CNF, Inc.	920,500		33,653
Airlines - 0.2%
Ryanair Holdings PLC sponsored ADR (a)	347,900		11,592
Building Products - 0.8%
American Standard Companies, Inc. (a)	13,370		1,406
Masco Corp.	2,022,600		56,653
			58,059
Commercial Services & Supplies - 1.1%
Central Parking Corp.	107,100		2,045
CoStar Group, Inc. (a)	101,240		3,992
Herman Miller, Inc.	184,015		4,836
IKON Office Solutions, Inc.	795,400		8,853
John H. Harland Co.	240,820		7,420
Manpower, Inc.	624,700		29,298
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Steelcase, Inc. Class A	1,666,000		$ 20,475
Tetra Tech, Inc. (a)	115,900		1,925
Waste Connections, Inc. (a)	130,840		5,269
			84,113
Construction & Engineering - 1.8%
Dycom Industries, Inc. (a)	908,300		21,418
Fluor Corp.	2,772,610		105,803
Granite Construction, Inc.	352,200		6,991
			134,212
Electrical Equipment - 0.1%
A.O. Smith Corp.	85,160		2,546
AMETEK, Inc.	158,800		4,208
			6,754
Industrial Conglomerates - 1.1%
Carlisle Companies, Inc.	225,600		13,367
Textron, Inc.	740,640		40,869
Tyco International Ltd.	1,167,470		32,047
			86,283
Machinery - 4.4%
AGCO Corp. (a)	950,510		18,297
Albany International Corp. Class A (c)	1,579,090		48,162
Crane Co.	679,000		20,920
Eaton Corp.	344,680		20,467
Harsco Corp.	916,700		39,904
ITT Industries, Inc.	180,240		14,291
Kennametal, Inc.	1,704,265		73,556
SPX Corp.	773,930		34,324
Terex Corp. (a)	759,840		24,961
Timken Co.	134,340		2,964
Wabash National Corp. (a)	923,830		23,475
Watts Water Technologies, Inc. Class A	696,600		17,060
			338,381
Road & Rail - 0.8%
Canadian National Railway Co.	735,000		27,706
CSX Corp.	954,200		29,351
Dollar Thrifty Automotive Group, Inc. (a)	295,850		7,796
			64,853
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - 0.2%
W.W. Grainger, Inc.	340,010		$ 17,817
TOTAL INDUSTRIALS			1,053,659
INFORMATION TECHNOLOGY - 15.4%
Communications Equipment - 1.3%
Alcatel SA sponsored ADR (a)	2,131,000		31,240
Andrew Corp. (a)	794,900		13,474
Motorola, Inc.	3,170,300		57,858
			102,572
Computers & Peripherals - 3.8%
Dell, Inc. (a)	101,300		3,516
Intergraph Corp. (a)	294,732		7,430
Komag, Inc. (a)	246,580		3,134
Maxtor Corp. (a)	7,894,600		51,394
NCR Corp. (a)	1,538,520		68,756
Seagate Technology	2,952,300		36,933
Storage Technology Corp. (a)	1,758,690		46,201
UNOVA, Inc. (a)	1,025,700		17,950
Western Digital Corp. (a)	6,771,180		54,711
			290,025
Electronic Equipment & Instruments - 5.7%
Arrow Electronics, Inc. (a)	1,944,200		49,149
Avnet, Inc. (a)	2,871,325		62,135
Celestica, Inc. (sub. vtg.) (a)	4,518,000		79,618
Flextronics International Ltd. (a)	5,973,600		96,175
Ingram Micro, Inc. Class A (a)	1,064,300		12,718
Merix Corp. (a)(c)	975,411		15,168
Mettler-Toledo International, Inc. (a)	926,140		41,510
Solectron Corp. (a)	2,096,500		10,273
Symbol Technologies, Inc.	2,921,100		35,053
Thermo Electron Corp. (a)	1,131,400		33,037
			434,836
Internet Software & Services - 0.1%
iPass, Inc.	323,400		3,428
IT Services - 2.2%
Affiliated Computer Services, Inc. Class A (a)	140,740		6,826
BearingPoint, Inc. (a)	1,592,500		15,957
Ceridian Corp. (a)	4,316,860		92,294
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
IT Services - continued
Computer Sciences Corp. (a)	352,600		$ 14,425
DST Systems, Inc. (a)	726,800		32,088
ManTech International Corp. Class A (a)	323,013		8,108
			169,698
Office Electronics - 1.0%
Xerox Corp. (a)	5,436,400		73,011
Semiconductors & Semiconductor Equipment - 0.4%
Agere Systems, Inc.:
Class A (a)	2,742,000		6,197
Class B (a)	2,829,700		6,140
AMIS Holdings, Inc.	189,500		2,733
Fairchild Semiconductor International, Inc. (a)	889,010		17,309
			32,379
Software - 0.9%
Cadence Design Systems, Inc. (a)	1,494,840		19,164
Network Associates, Inc. (a)	2,331,900		36,564
Synopsys, Inc. (a)	442,210		11,820
			67,548
TOTAL INFORMATION TECHNOLOGY			1,173,497
MATERIALS - 9.6%
Chemicals - 3.0%
Albemarle Corp.	441,310		12,908
BOC Group PLC	290,000		4,673
Crompton Corp.	1,124,276		6,993
Dow Chemical Co.	449,520		17,841
Ferro Corp.	1,196,000		30,964
Georgia Gulf Corp.	442,400		14,095
Great Lakes Chemical Corp.	759,680		19,083
Lyondell Chemical Co.	2,223,849		36,360
NOVA Chemicals Corp.	755,000		19,267
Olin Corp.	625,800		10,808
OMNOVA Solutions, Inc. (a)(c)	2,570,800		12,211
PolyOne Corp. (a)	3,499,600		23,937
Sensient Technologies Corp.	757,380		15,496
W.R. Grace & Co. (a)	848,000		2,425
			227,061
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Construction Materials - 0.2%
Martin Marietta Materials, Inc.	378,110		$ 16,353
Containers & Packaging - 1.3%
Anchor Glass Container Corp.	385,905		6,101
Aptargroup, Inc.	309,520		12,164
Owens-Illinois, Inc. (a)	4,059,400		56,669
Packaging Corp. of America	759,660		16,697
Smurfit-Stone Container Corp. (a)	420,362		7,226
			98,857
Metals & Mining - 4.2%
Agnico-Eagle Mines Ltd.	1,424,800		17,307
Alcan, Inc.	1,857,060		74,632
Alcoa, Inc.	2,300,340		70,735
Arch Coal, Inc.	954,600		29,220
IPSCO, Inc.	724,400		13,151
Newmont Mining Corp.	681,300		25,481
Nucor Corp.	830,850		49,352
Phelps Dodge Corp. (a)	380,000		25,015
Steel Dynamics, Inc. (a)	732,007		17,619
			322,512
Paper & Forest Products - 0.9%
Aracruz Celulose SA sponsored ADR	351,700		10,952
Bowater, Inc.	384,400		16,126
International Paper Co.	490,000		19,757
MeadWestvaco Corp.	939,900		24,578
			71,413
TOTAL MATERIALS			736,196
TELECOMMUNICATION SERVICES - 3.1%
Diversified Telecommunication Services - 2.2%
BellSouth Corp.	1,144,400		29,537
CenturyTel, Inc.	645,800		18,651
Citizens Communications Co. (a)	3,071,800		40,056
SBC Communications, Inc.	1,250,000		31,125
TELUS Corp. (non-vtg.)	726,500		11,441
Verizon Communications, Inc.	1,038,700		39,201
			170,011
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.9%
American Tower Corp. Class A (a)	2,733,700		$ 34,035
SpectraSite, Inc. (a)	832,860		31,124
			65,159
TOTAL TELECOMMUNICATION SERVICES			235,170
UTILITIES - 4.0%
Electric Utilities - 3.2%
Edison International	2,055,280		48,094
Entergy Corp.	783,860		42,799
PG&E Corp. (a)	1,657,400		45,612
PPL Corp.	1,008,000		43,193
TXU Corp.	1,846,100		63,026
			242,724
Multi-Utilities & Unregulated Power - 0.8%
AES Corp. (a)	2,445,500		21,202
Public Service Enterprise Group, Inc.	233,570		10,020
SCANA Corp.	579,700		19,942
Sierra Pacific Resources (a)	1,717,300		12,158
			63,322
TOTAL UTILITIES			306,046
TOTAL COMMON STOCKS (Cost $6,365,092)		7,272,392
Convertible Preferred Stocks - 1.2%

CONSUMER DISCRETIONARY - 0.0%
Hotels, Restaurants & Leisure - 0.0%
Six Flags, Inc. 7.25% PIERS	210,000		4,809
FINANCIALS - 0.1%
Insurance - 0.1%
Hartford Financial Services Group, Inc. 6.00%	88,800		5,250
HEALTH CARE - 0.3%
Health Care Equipment & Supplies - 0.3%
Baxter International, Inc. 7.00%	402,000		21,632
Convertible Preferred Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - 0.3%
Containers & Packaging - 0.3%
Owens-Illinois, Inc. 4.75%	681,200		$ 23,263
UTILITIES - 0.5%
Electric Utilities - 0.3%
Dominion Resources, Inc. 8.75%	410,000		22,739
Gas Utilities - 0.2%
KeySpan Corp. 8.75% MEDS	300,000		15,516
TOTAL UTILITIES			38,255
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $93,185)		93,209

Nonconvertible Bonds - 0.3%
	Principal Amount (000s)
HEALTH CARE - 0.3%
Health Care Providers & Services - 0.3%
Tenet Healthcare Corp.:
5.375% 11/15/06	$ 10,930		10,274
6.375% 12/1/11	15,515		13,420
			23,694
TOTAL NONCONVERTIBLE BONDS (Cost $23,824)		23,694

Money Market Funds - 4.5%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 1.06% (b)	281,321,615		$ 281,322
Fidelity Securities Lending Cash Central Fund, 1.06% (b)	63,932,025		63,932
TOTAL MONEY MARKET FUNDS (Cost $345,254)		345,254
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $6,827,355)			7,734,549
NET OTHER ASSETS - (1.3)%			(97,262)
NET ASSETS - 100%		$ 7,637,287

Security Type Abbreviations
MEDS	-	Mandatorily Exchangeable Debt Securities
PIERS	-	Preferred Income Equity Redeemable Securities

Legend

(a) Non-income producing

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $2,139,785,000 and $1,397,655,000, respectively.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	April 30, 2004 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $60,140) (cost $6,827,355) - See accompanying schedule		$ 7,734,549
Foreign currency held at value (cost $75)		75
Receivable for investments sold		19,316
Receivable for fund shares sold		10,173
Dividends receivable		5,180
Interest receivable		897
Prepaid expenses		21
Other affiliated receivables		29
Other receivables		512
Total assets		7,770,752

Liabilities
Payable for investments purchased	$ 55,410
Payable for fund shares redeemed	7,882
Accrued management fee	4,694
Other affiliated payables	1,502
Other payables and accrued expenses	45
Collateral on securities loaned, at value	63,932
Total liabilities		133,465

Net Assets		$ 7,637,287
Net Assets consist of:
Paid in capital		$ 6,455,596
Undistributed net investment income		8,134
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		266,362
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		907,195
Net Assets, for 120,006 shares outstanding		$ 7,637,287
Net Asset Value, offering price and redemption price per share ($7,637,287 ÷ 120,006 shares)		$ 63.64

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)

Investment Income
Dividends (including $222 received from affiliated issuers)		$ 44,767
Interest		2,448
Security lending		120
Total income		47,335

Expenses
Management fee Basic fee	$ 20,831
Performance adjustment	5,395
Transfer agent fees	7,200
Accounting and security lending fees	505
Non-interested trustees' compensation	21
Appreciation in deferred trustee compensation account	20
Custodian fees and expenses	76
Registration fees	90
Audit	42
Legal	20
Miscellaneous	40
Total expenses before reductions	34,240
Expense reductions	(672)	33,568
Net investment income (loss)		13,767
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (including realized gain (loss) of $(71) on sales of investments in affiliated issuers)	267,773
Foreign currency transactions	(11)
Total net realized gain (loss)		267,762
Change in net unrealized appreciation (depreciation) on: Investment securities	380,806
Assets and liabilities in foreign currencies	3
Total change in net unrealized appreciation (depreciation)		380,809
Net gain (loss)		648,571
Net increase (decrease) in net assets resulting from operations		$ 662,338

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2004 (Unaudited)	Year ended October 31, 2003
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 13,767	$ 35,201
Net realized gain (loss)	267,762	167,976
Change in net unrealized appreciation (depreciation)	380,809	1,241,617
Net increase (decrease) in net assets resulting from operations	662,338	1,444,794
Distributions to shareholders from net investment income	(25,437)	(39,316)
Distributions to shareholders from net realized gain	(5,530)	-
Total distributions	(30,967)	(39,316)
Share transactions Net proceeds from sales of shares	1,447,272	1,367,166
Reinvestment of distributions	29,769	37,762
Cost of shares redeemed	(799,350)	(1,465,713)
Net increase (decrease) in net assets resulting from share transactions	677,691	(60,785)
Total increase (decrease) in net assets	1,309,062	1,344,693

Net Assets
Beginning of period	6,328,225	4,983,532
End of period (including undistributed net investment income of $8,134 and undistributed net investment income of $23,704, respectively)	$ 7,637,287	$ 6,328,225
Other Information Shares
Sold	22,842	27,235
Issued in reinvestment of distributions	501	805
Redeemed	(12,617)	(30,231)
Net increase (decrease)	10,726	(2,191)

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2004	Years ended October 31,
	(Unaudited)	2003	2002	2001	2000	1999
Selected Per-Share Data
Net asset value, beginning of period	$ 57.91	$ 44.71	$ 46.64	$ 42.79	$ 48.54	$ 51.90
Income from Investment Operations
Net investment income (loss)^D	.12	.33	.52^F	.63	.80	.76
Net realized and unrealized gain (loss)	5.89	13.23	(1.94)^F	4.17	(.20)	3.58
Total from investment operations	6.01	13.56	(1.42)	4.80	.60	4.34
Distributions from net investment income	(.23)	(.36)	(.51)	(.95)	(.73)	(.55)
Distributions from net realized gain	(.05)	-	-	-	(5.62)	(7.15)
Total distributions	(.28)	(.36)	(.51)	(.95)	(6.35)	(7.70)
Net asset value, end of period	$ 63.64	$ 57.91	$ 44.71	$ 46.64	$ 42.79	$ 48.54
Total Return^{B, C}	10.41%	30.52%	(3.18)%	11.37%	1.24%	9.24%
Ratios to Average Net Assets^E
Expenses before expense reductions	.95%^A	1.00%	.97%	.81%	.51%	.56%
Expenses net of voluntary waivers, if any	.95%^A	1.00%	.97%	.81%	.51%	.56%
Expenses net of all reductions	.93%^A	.98%	.95%	.77%	.48%	.54%
Net investment income (loss)	.38%^A	.66%	1.02%^F	1.29%	1.87%	1.50%
Supplemental Data
Net assets, end of period (in millions)	$ 7,637	$ 6,328	$ 4,984	$ 4,567	$ 3,220	$ 4,679
Portfolio turnover rate	41%^A	40%	42%	49%	48%	50%

^A Annualized

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

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

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

^F Effective November 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2004 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Value Fund (the fund) is a fund of Fidelity Capital 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies (Unaudited) - continued

Foreign Currency - continued

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. Distributions are recorded on the ex-dividend date.

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, market discount, non-taxable dividends, and losses deferred due to wash sales.

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

Unrealized appreciation	$ 1,273,152
Unrealized depreciation	(367,535)
Net unrealized appreciation (depreciation)	$ 905,617
Cost for federal income tax purposes	$ 6,828,932

2. Operating Policies.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .72% of the fund's average net assets.

5. Committed Line of Credit.

Semiannual Report

6. Security Lending.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $659 for the period. In addition, through arrangements with the fund's custodian and transfer agent, 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 and transfer agent expenses by $1 and $12, respectively.

8. Transactions with Affiliated Companies.

Affiliate	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Albany International Corp. Class A	$ 49,133	$ -	$ 365	$ 222	$ 48,162
Merix Corp.	15,595	3,396	1,189	-	15,168
OMNOVA Solutions, Inc.	9,164	-	195	-	12,211
TOTALS	$ 73,892	$ 3,396	$ 1,749	$ 222	$ 75,541

Semiannual Report

Managing Your Investments

By Phone

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

Press

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

By PC

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

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Fidelity's Web Site
www.fidelity.com

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
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Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
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1907 West State Road 434
Longwood, FL

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Naples, FL

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8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

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Illinois

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Chicago, IL

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1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
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Indiana

4729 East 82nd Street
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Kansas

5400 College Boulevard
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Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
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Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

To Write Fidelity

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

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

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

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For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
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Overnight Express
Fidelity Investments
Attn: Distribution Services
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Selling shares

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General Correspondence

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Accounts

Buying shares

Fidelity Investments
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Selling shares

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Overnight Express
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Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
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Semiannual Report

Investment Adviser

Fidelity Management & Research Company
Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

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Fidelity International Investment Advisors

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(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

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The Fidelity Telephone Connection

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Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 9. 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 Fidelity Capital Trust's Board of Trustees.

Item 10. Controls and Procedures

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

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

Item 11. Exhibits

(a)	(1)	Not applicable.
(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 Capital Trust

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	June 15, 2004

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/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	June 15, 2004

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer

Date:	June 15, 2004

Fidelity Focused Stock Fund (FTQGX) N-CSRSCertified semi-annual shareholder report (management investment company)

Capital Appreciation

Contents

Chairman's Message

Investment Changes

Investments April 30, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Disciplined Equity

Contents

Chairman's Message

Investment Changes

Investments April 30, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Focused Stock

Contents

Chairman's Message

Investment Changes

Investments April 30, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Small Cap IndependenceFund

Contents

Chairman's Message

Investment Changes

Investments April 30, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

Stock Selector

Contents

Chairman's Message

Investment Changes

Investments April 30, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Value

Contents

Chairman's Message

Investment Changes

Investments April 30, 2004 (Unaudited)

Financial Statements

Notes to Financial Statements

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Small Cap Independence
Fund