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)

Scott C. Goebel, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	October 31

Date of reporting period:	April 30, 2008

Item 1. Reports to Stockholders

Fidelity®
Capital Appreciation
Fund

Semiannual Report

April 30, 2008

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Continuation of a credit squeeze, flat consumer spending and a potential recession weighed heavily on stocks in the opening months of 2008, though positive results in investment-grade bonds and money markets offered some comfort to investors. Financial markets are always unpredictable, but there are a number of time-tested principles that can put the historical odds in your favor.

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

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

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

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

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

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

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Actual	$ 1,000.00	$ 831.90	$ 3.87
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.64	$ 4.27

* Expenses are equal to the Fund's annualized expense ratio of .85%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
The Walt Disney Co.	6.9	5.0
Biogen Idec, Inc.	5.5	5.3
Monsanto Co.	4.8	5.2
Alstom SA	3.8	4.9
Elan Corp. PLC sponsored ADR	3.1	2.2
Union Pacific Corp.	2.5	1.3
Norfolk Southern Corp.	2.4	0.9
Genentech, Inc.	2.2	0.0
Qwest Communications International, Inc.	2.2	2.4
Petroleo Brasileiro SA - Petrobras sponsored ADR	2.0	0.0
	35.4
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	21.1	16.9
Industrials	20.2	26.9
Health Care	15.0	8.5
Materials	11.8	10.6
Information Technology	8.0	6.8

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks 95.6%			Stocks 93.1%
	Bonds 0.0%			Bonds 0.1%
	Short-Term Investments and Net Other Assets 4.4%			Short-Term Investments and Net Other Assets 6.8%
* Foreign investments		21.5%	** Foreign investments		23.9%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.6%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 21.1%
Auto Components - 1.2%
The Goodyear Tire & Rubber Co. (a)	3,606,300		$ 96,577
Automobiles - 2.2%
Fiat SpA	3,598,485		80,877
Harley-Davidson, Inc.	527,800		20,188
Renault SA	725,842		74,842
			175,907
Diversified Consumer Services - 2.5%
Apollo Group, Inc. Class A (non-vtg.) (a)	1,275,367		64,916
Corinthian Colleges, Inc. (a)	439,333		4,986
ITT Educational Services, Inc. (a)(d)	1,630,410		124,987
			194,889
Hotels, Restaurants & Leisure - 1.9%
Accor SA	1,204,144		100,193
Paddy Power PLC (Ireland)	1,357,600		47,473
			147,666
Internet & Catalog Retail - 0.8%
B2W Companhia Global Do Varejo	369,100		12,235
Priceline.com, Inc. (a)	432,256		55,173
			67,408
Media - 7.5%
Mediacom Communications Corp. Class A (a)(d)	2,909,723		12,483
The Walt Disney Co.	16,896,793		547,967
Wolters Kluwer NV (Certificaten Van Aandelen) (d)	1,501,700		40,463
			600,913
Multiline Retail - 0.6%
Saks, Inc. (a)(d)	3,666,200		47,697
Specialty Retail - 2.7%
Abercrombie & Fitch Co. Class A	1,730,000		128,556
bebe Stores, Inc. (d)	1,541,500		15,400
Guess?, Inc.	1,877,906		71,886
			215,842
Textiles, Apparel & Luxury Goods - 1.7%
Deckers Outdoor Corp. (a)(d)(e)	791,600		109,296
Warnaco Group, Inc. (a)	483,000		22,286
			131,582
TOTAL CONSUMER DISCRETIONARY			1,678,481
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 1.8%
Food & Staples Retailing - 0.8%
Wal-Mart Stores, Inc.	1,099,500		$ 63,749
Personal Products - 0.2%
Bare Escentuals, Inc. (a)(d)	741,400		16,911
Tobacco - 0.8%
Reynolds American, Inc. (d)	1,147,900		61,814
TOTAL CONSUMER STAPLES			142,474
ENERGY - 7.2%
Energy Equipment & Services - 1.1%
Baker Hughes, Inc.	219,900		17,786
BJ Services Co.	439,800		12,433
Cameron International Corp. (a)	219,900		10,826
Halliburton Co.	219,900		10,096
Smith International, Inc.	219,900		16,825
Weatherford International Ltd. (a)	219,900		17,739
			85,705
Oil, Gas & Consumable Fuels - 6.1%
Apache Corp.	263,600		35,502
Chesapeake Energy Corp.	836,100		43,226
EOG Resources, Inc.	263,600		34,395
Hess Corp.	614,700		65,281
Petroleo Brasileiro SA - Petrobras sponsored ADR	1,326,100		161,015
XTO Energy, Inc.	2,417,531		149,548
			488,967
TOTAL ENERGY			574,672
FINANCIALS - 5.7%
Capital Markets - 2.8%
Janus Capital Group, Inc.	2,749,624		77,154
Lazard Ltd. Class A	263,900		10,329
T. Rowe Price Group, Inc.	2,391,805		140,064
			227,547
Diversified Financial Services - 0.5%
Bolsa de Mercadorias & Futuros - BM&F SA	1,842,100		18,729
Bovespa Holding SA	1,254,000		19,049
			37,778
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - 2.4%
CB Richard Ellis Group, Inc. Class A (a)(d)	6,864,500		$ 158,707
Jones Lang LaSalle, Inc. (d)	439,100		34,079
			192,786
TOTAL FINANCIALS			458,111
HEALTH CARE - 15.0%
Biotechnology - 7.7%
Biogen Idec, Inc. (a)	7,167,659		435,005
Genentech, Inc. (a)	2,607,804		177,852
			612,857
Health Care Providers & Services - 1.8%
Express Scripts, Inc. (a)	1,103,200		77,246
VCA Antech, Inc. (a)	2,146,038		69,467
			146,713
Life Sciences Tools & Services - 0.6%
Techne Corp. (a)	488,793		35,447
Varian, Inc. (a)	183,300		9,335
			44,782
Pharmaceuticals - 4.9%
Allergan, Inc.	2,560,863		144,356
Elan Corp. PLC sponsored ADR (a)	9,291,455		244,272
Questcor Pharmaceuticals, Inc. (a)	983,839		4,171
			392,799
TOTAL HEALTH CARE			1,197,151
INDUSTRIALS - 20.2%
Aerospace & Defense - 0.5%
Raytheon Co.	569,971		36,461
Airlines - 5.2%
AMR Corp. (a)(d)(e)	15,414,200		135,183
Continental Airlines, Inc. Class B (a)(e)	6,016,000		108,168
Ryanair Holdings PLC sponsored ADR (a)(d)	2,960,602		80,262
UAL Corp.	3,792,012		56,501
US Airways Group, Inc. (a)	3,811,500		32,741
			412,855
Commercial Services & Supplies - 0.2%
Monster Worldwide, Inc. (a)	791,600		19,260
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Electrical Equipment - 4.8%
ABB Ltd. sponsored ADR	2,660,900		$ 81,610
Alstom SA	1,308,064		304,261
			385,871
Machinery - 3.7%
Caterpillar, Inc.	746,794		61,147
Cummins, Inc.	1,909,900		119,655
Deere & Co.	1,389,600		116,824
			297,626
Road & Rail - 5.8%
All America Latina Logistica SA unit	2,299,900		30,025
Hertz Global Holdings, Inc. (a)	3,138,493		40,361
Norfolk Southern Corp.	3,230,208		192,456
Union Pacific Corp.	1,359,600		197,400
			460,242
TOTAL INDUSTRIALS			1,612,315
INFORMATION TECHNOLOGY - 8.0%
Electronic Equipment & Instruments - 0.5%
Ingram Micro, Inc. Class A (a)	2,174,500		36,988
Internet Software & Services - 0.8%
Akamai Technologies, Inc. (a)	527,200		18,858
DealerTrack Holdings, Inc. (a)(d)(e)	2,282,292		43,911
			62,769
IT Services - 0.9%
Paychex, Inc.	879,600		31,991
Redecard SA	1,510,100		28,163
Visa, Inc.	175,900		14,679
			74,833
Semiconductors & Semiconductor Equipment - 5.5%
Altera Corp.	1,845,320		39,268
Applied Materials, Inc.	7,752,100		144,654
ASML Holding NV (NY Shares)	439,800		12,473
Infineon Technologies AG sponsored ADR (a)	175,900		1,625
KLA-Tencor Corp. (d)	1,845,200		80,598
Kulicke & Soffa Industries, Inc. (a)	2,484,576		16,373
Lam Research Corp. (a)	1,407,320		57,475
Micron Technology, Inc. (a)	2,638,400		20,368
Novellus Systems, Inc. (a)	483,300		10,565
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Skyworks Solutions, Inc. (a)	2,979,700		$ 25,894
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR	2,285,300		25,687
			434,980
Software - 0.3%
Adobe Systems, Inc. (a)	527,700		19,678
Autodesk, Inc. (a)	175,900		6,684
			26,362
TOTAL INFORMATION TECHNOLOGY			635,932
MATERIALS - 11.8%
Chemicals - 9.5%
FMC Corp.	1,423,163		89,346
International Flavors & Fragrances, Inc.	928,434		42,346
Monsanto Co.	3,385,692		386,037
Potash Corp. of Saskatchewan, Inc.	395,800		72,807
Syngenta AG sponsored ADR (d)	1,571,100		92,978
The Mosaic Co. (a)	615,717		75,431
			758,945
Containers & Packaging - 0.5%
Owens-Illinois, Inc. (a)	710,940		39,208
Metals & Mining - 1.8%
Anglo Platinum Ltd.	87,700		14,065
Barrick Gold Corp.	615,700		23,666
Freeport-McMoRan Copper & Gold, Inc. Class B	88,000		10,010
Goldcorp, Inc.	1,231,400		43,786
Impala Platinum Holdings Ltd.	263,200		10,722
Kinross Gold Corp.	1,935,100		36,565
			138,814
TOTAL MATERIALS			936,967
TELECOMMUNICATION SERVICES - 4.8%
Diversified Telecommunication Services - 2.7%
Cbeyond, Inc. (a)(e)	2,256,857		44,550
Qwest Communications International, Inc. (d)	33,368,800		172,183
			216,733
Wireless Telecommunication Services - 2.1%
America Movil SAB de CV Series L sponsored ADR	781,600		45,302
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - continued
American Tower Corp. Class A (a)	2,210,300		$ 95,971
Centennial Communications Corp. Class A (a)	3,527,506		21,377
			162,650
TOTAL TELECOMMUNICATION SERVICES			379,383
TOTAL COMMON STOCKS (Cost $7,001,637)		7,615,486
Nonconvertible Bonds - 0.0%
	Principal Amount (000s)
INDUSTRIALS - 0.0%
Airlines - 0.0%
Delta Air Lines, Inc.:
7.7% 12/15/05 (a)	$ 15,269		229
7.9% 12/15/09 (a)	3,920		157
8.3% 12/15/29 (a)	42,340		1,694
9% 5/15/16 (a)	4,930		74
9.75% 5/15/21 (a)	2,556		38
10% 8/15/08 (a)	8,047		322
10.375% 2/1/11 (a)	3,920		59
TOTAL NONCONVERTIBLE BONDS (Cost $2,368)			2,573

Money Market Funds - 10.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 2.51% (b)	411,037,837		$ 411,038
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	381,753,300		381,753
TOTAL MONEY MARKET FUNDS (Cost $792,791)		792,791
TOTAL INVESTMENT PORTFOLIO - 105.6% (Cost $7,796,796)			8,410,850
NET OTHER ASSETS - (5.6)%			(445,879)
NET ASSETS - 100%		$ 7,964,971

Legend

(a) Non-income producing

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

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 13,540
Fidelity Securities Lending Cash Central Fund	909
Total	$ 14,449

Other Affiliated Issuers

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

Affiliate (Amount in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
AMR Corp.	$ 375,235	$ -	$ 1,661	$ -	$ 135,183
Cbeyond, Inc.	41,213	33,305	-	-	44,550
Continental Airlines, Inc. Class B	212,462	-	2,876	-	108,168
DealerTrack Holdings, Inc.	105,317	5,625	-	-	43,911
Deckers Outdoor Corp.	110,658	-	-	-	109,296
Total	$ 844,885	$ 38,930	$ 4,537	$ -	$ 441,108

Other Information

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

United States of America	78.5%
France	6.0%
Ireland	4.7%
Brazil	3.3%
Canada	2.3%
Switzerland	2.2%
Italy	1.0%
Others (individually less than 1%)	2.0%
	100.0%

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, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $364,374) - See accompanying schedule: Unaffiliated issuers (cost $6,238,100)	$ 7,176,951
Fidelity Central Funds (cost $792,791)	792,791
Other affiliated issuers (cost $765,905)	441,108
Total Investments (cost $7,796,796)		$ 8,410,850
Cash		500
Foreign currency held at value (cost $504)		514
Receivable for investments sold		117,234
Receivable for fund shares sold		4,696
Dividends receivable		5,844
Distributions receivable from Fidelity Central Funds		1,708
Prepaid expenses		20
Other receivables		599
Total assets		8,541,965

Liabilities
Payable for investments purchased	$ 179,600
Payable for fund shares redeemed	9,875
Accrued management fee	4,016
Other affiliated payables	1,555
Other payables and accrued expenses	195
Collateral on securities loaned, at value	381,753
Total liabilities		576,994

Net Assets		$ 7,964,971
Net Assets consist of:
Paid in capital		$ 7,533,910
Undistributed net investment income		14,389
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(197,412)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		614,084
Net Assets, for 322,542 shares outstanding		$ 7,964,971
Net Asset Value, offering price and redemption price per share ($7,964,971 ÷ 322,542 shares)		$ 24.69

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, 2008 (Unaudited)

Investment Income
Dividends		$ 51,232
Interest		79
Income from Fidelity Central Funds		14,449
Total income		65,760

Expenses
Management fee Basic fee	$ 23,581
Performance adjustment	2,022
Transfer agent fees	9,122
Accounting and security lending fees	646
Custodian fees and expenses	88
Independent trustees' compensation	18
Depreciation in deferred trustee compensation account	(2)
Registration fees	74
Audit	42
Legal	18
Miscellaneous	292
Total expenses before reductions	35,901
Expense reductions	(346)	35,555
Net investment income (loss)		30,205
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(180,208)
Other affiliated issuers	(8,264)
Foreign currency transactions	(1,113)
Total net realized gain (loss)		(189,585)
Change in net unrealized appreciation (depreciation) on: Investment securities	(1,535,061)
Assets and liabilities in foreign currencies	16
Total change in net unrealized appreciation (depreciation)		(1,535,045)
Net gain (loss)		(1,724,630)
Net increase (decrease) in net assets resulting from operations		$ (1,694,425)

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, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 30,205	$ 33,781
Net realized gain (loss)	(189,585)	785,092
Change in net unrealized appreciation (depreciation)	(1,535,045)	1,140,693
Net increase (decrease) in net assets resulting from operations	(1,694,425)	1,959,566
Distributions to shareholders from net investment income	(37,706)	(33,610)
Distributions to shareholders from net realized gain	(697,557)	(409,425)
Total distributions	(735,263)	(443,035)
Share transactions Proceeds from sales of shares	751,721	2,055,907
Reinvestment of distributions	706,511	426,687
Cost of shares redeemed	(1,202,881)	(2,212,582)
Net increase (decrease) in net assets resulting from share transactions	255,351	270,012
Total increase (decrease) in net assets	(2,174,337)	1,786,543

Net Assets
Beginning of period	10,139,308	8,352,765
End of period (including undistributed net investment income of $14,389 and undistributed net investment income of $24,482, respectively)	$ 7,964,971	$ 10,139,308
Other Information Shares
Sold	29,654	71,797
Issued in reinvestment of distributions	24,939	15,786
Redeemed	(47,643)	(76,738)
Net increase (decrease)	6,950	10,845

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

Semiannual Report

Financial Statements - continued

Financial Highlights

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 32.13	$ 27.41	$ 26.22	$ 25.05	$ 23.53	$ 16.28
Income from Investment Operations
Net investment income (loss) ^E	.09	.11	.10	(.01)^H	(.03)	(.06)
Net realized and unrealized gain (loss)	(5.19)	6.06	3.55	2.40	1.58	7.31
Total from investment operations	(5.10)	6.17	3.65	2.39	1.55	7.25
Distributions from net investment income	(.12)	(.11)	-	(.01)	(.01)	-
Distributions from net realized gain	(2.22)	(1.34)	(2.46)	(1.21)	(.02)	-
Total distributions	(2.34)	(1.45)	(2.46)	(1.22)	(.03)	-
Net asset value, end of period	$ 24.69	$ 32.13	$ 27.41	$ 26.22	$ 25.05	$ 23.53
Total Return ^{B, C, D}	(16.81)%	23.51%	14.70%	9.66%	6.60%	44.53%
Ratios to Average Net Assets ^{F, I}
Expenses before reductions	.85% ^A	.83%	.91%	.94%	.94%	.91%
Expenses net of fee waivers, if any	.85% ^A	.83%	.91%	.94%	.94%	.91%
Expenses net of all reductions	.84% ^A	.82%	.87%	.90%	.91%	.88%
Net investment income (loss)	.71% ^A	.36%	.36%	(.05)%^H	(.12)%	(.31)%
Supplemental Data
Net assets, end of period (in millions)	$ 7,965	$ 10,139	$ 8,353	$ 6,970	$ 5,861	$ 3,943
Portfolio turnover rate ^G	150% ^A	135%	198%	109%	72%	54%

^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 contingent deferred sales charge.

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

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

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

^H Investment income per share reflects a special dividend which amounted to $.03 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.19)%.

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

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

Semiannual Report

Notes to Financial Statements (Unaudited)

For the period ended April 30, 2008

(Amounts in thousands except ratios)

1. Organization.

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. On January 17, 2008, the Board of Trustees approved the creation of an additional class of shares. The Fund commenced sale of Class K shares and the existing class was designated Capital Appreciation on May 9, 2008.

2. Investments in Fidelity Central Funds.

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

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

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

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

securities are valued at the last quoted bid price. Debt securities, including restricted securities, for which quotations are readily available, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used cannot be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV for processing shareholder transactions includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The Fund is subject to the provisions of FASB Interpretation No. 48, Accounting for Uncertainties in Income Taxes (FIN 48). FIN 48 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

remains subject to examination by the Internal Revenue Service. 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. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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, deferred trustees compensation and losses deferred due to wash sales.

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

Unrealized appreciation	$ 1,480,242
Unrealized depreciation	(876,201)
Net unrealized appreciation (depreciation)	$ 604,041
Cost for federal income tax purposes	$ 7,806,809

New Accounting Pronouncement. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

4. Operating Policies.

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

Semiannual Report

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $6,067,924 and $6,166,054, respectively.

6. Fees and Other Transactions with Affiliates.

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 .60% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc, (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the Fund's transfer agent. For the period the transfer agent fees were equivalent to an annualized rate of .22% 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.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $65 for the period.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

7. 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, which amounted to $9 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $909.

9. 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 $194 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 $151, respectively.

Semiannual Report

10. Other.

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

In December 2006, the Independent Trustees, with the assistance of independent counsel, completed an investigation regarding gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during the period 2002 to 2004. The Independent Trustees and FMR agreed that, despite the absence of proof that the Fidelity mutual funds experienced diminished execution quality as a result of the improper receipt of gifts and business entertainment, the conduct at issue was serious and was worthy of redress. Accordingly, the Independent Trustees requested, and FMR agreed to make, a payment of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $469, which is recorded in the accompanying Statement of Operations.

In a related administrative order dated March 5, 2008, the U.S. Securities and Exchange Commission ("SEC") announced a settlement with FMR and FMR Co., Inc. (an affiliate of FMR) involving the SEC's regulatory rules for investment advisers and the improper receipt of gifts, gratuities and business entertainment. Without admitting or denying the SEC's findings, FMR agreed to pay an $8 million civil penalty to the United States Treasury.

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on May 14, 2008. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000
PROPOSAL 3
A shareholder proposal concerning "procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights."
The fund did not achieve quorum with respect to this proposal, and therefore no action was taken at the meeting and subsequent adjournments. Because sufficient votes in favor of the proposal were not received, on June 18, 2008, the proxies in their discretion determined not to adjourn the meeting further on this item.

^A Denotes trust-wide proposal and voting results.

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

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

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

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

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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

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Fidelity Distributors Corporation

Boston, MA

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Fidelity®
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Fund

Semiannual Report

April 30, 2008

(2_fidelity_logos) (Registered_Trademark)

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

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

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NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Actual	$ 1,000.00	$ 888.80	$ 4.18
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.44	$ 4.47

* Expenses are equal to the Fund's annualized expense ratio of .89%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.4	4.1
ConocoPhillips	4.2	3.8
Hewlett-Packard Co.	3.9	3.6
Johnson & Johnson	3.3	1.4
International Business Machines Corp.	3.3	3.7
McDonald's Corp.	2.8	3.2
Philip Morris International, Inc.	2.7	0.0
Goldman Sachs Group, Inc.	2.6	3.4
Freeport-McMoRan Copper & Gold, Inc. Class B	2.5	0.8
Hess Corp.	2.5	0.0
	32.2
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	17.1	19.4
Information Technology	15.8	16.8
Energy	13.5	12.0
Industrials	11.6	10.1
Health Care	11.0	12.1

Asset Allocation (% of fund's net assets)
As of April 30, 2008*			As of October 31, 2007**
	Stocks 99.9%			Stocks and Equity Futures 99.6%
	Short-Term Investments and Net Other Assets 0.1%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		7.5%	** Foreign investments		4.7%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 99.9%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 8.6%
Diversified Consumer Services - 0.4%
DeVry, Inc.	890,137		$ 50,738
Hotels, Restaurants & Leisure - 3.5%
Bally Technologies, Inc. (a)	1,300,000		43,797
McDonald's Corp.	6,100,000		363,438
Vail Resorts, Inc. (a)(d)	100,000		4,883
Yum! Brands, Inc.	1,000,000		40,680
			452,798
Household Durables - 0.3%
NVR, Inc. (a)	50,000		30,675
Whirlpool Corp.	65,471		4,765
			35,440
Internet & Catalog Retail - 0.5%
Priceline.com, Inc. (a)	550,000		70,202
Media - 1.5%
DreamWorks Animation SKG, Inc. Class A (a)	1,200,000		33,552
The Walt Disney Co.	5,000,000		162,150
			195,702
Textiles, Apparel & Luxury Goods - 2.4%
NIKE, Inc. Class B	3,800,000		253,840
VF Corp.	800,000		59,504
			313,344
TOTAL CONSUMER DISCRETIONARY			1,118,224
CONSUMER STAPLES - 10.6%
Beverages - 2.4%
Constellation Brands, Inc. Class A (sub. vtg.) (a)	1,000,000		18,360
Molson Coors Brewing Co. Class B	5,041,400		276,470
PepsiAmericas, Inc.	700,000		17,990
			312,820
Food & Staples Retailing - 3.3%
Kroger Co.	8,300,000		226,175
SUPERVALU, Inc.	2,100,000		69,510
Wal-Mart Stores, Inc.	2,300,000		133,354
			429,039
Food Products - 1.0%
Chiquita Brands International, Inc. (a)(d)	1,400,000		31,850
Del Monte Foods Co.	3,300,000		29,766
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food Products - continued
Fresh Del Monte Produce, Inc. (a)	300,000		$ 9,507
Tyson Foods, Inc. Class A	3,500,000		62,300
			133,423
Tobacco - 3.9%
Altria Group, Inc.	7,750,000		155,000
Philip Morris International, Inc. (a)	6,750,000		344,453
			499,453
TOTAL CONSUMER STAPLES			1,374,735
ENERGY - 13.5%
Energy Equipment & Services - 2.6%
ENSCO International, Inc.	1,002,500		63,889
Helmerich & Payne, Inc.	1,000,000		53,750
National Oilwell Varco, Inc. (a)	1,437,800		98,417
Noble Corp.	1,000,000		56,280
Rowan Companies, Inc.	1,600,000		62,384
			334,720
Oil, Gas & Consumable Fuels - 10.9%
Apache Corp.	300,000		40,404
Chevron Corp.	1,400,000		134,610
ConocoPhillips	6,347,268		546,817
El Paso Corp.	297,860		5,105
Hess Corp.	3,000,000		318,600
Marathon Oil Corp.	2,426,600		110,580
Sunoco, Inc.	700,000		32,487
Tesoro Corp.	2,600,000		65,364
Valero Energy Corp.	1,900,000		92,815
Williams Companies, Inc.	2,000,000		71,000
			1,417,782
TOTAL ENERGY			1,752,502
FINANCIALS - 17.1%
Capital Markets - 2.9%
GLG Partners, Inc.	506,581		4,179
Goldman Sachs Group, Inc.	1,750,000		334,898
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - continued
Investment Technology Group, Inc. (a)	250,000		$ 12,065
Knight Capital Group, Inc. Class A (a)	1,700,000		31,807
			382,949
Consumer Finance - 0.6%
Capital One Financial Corp.	1,400,000		74,200
Diversified Financial Services - 5.3%
Bank of America Corp.	2,300,000		86,342
Interactive Brokers Group, Inc.	400,000		12,628
IntercontinentalExchange, Inc. (a)	100,000		15,515
JPMorgan Chase & Co.	12,000,000		571,798
			686,283
Insurance - 7.7%
ACE Ltd.	1,100,000		66,319
AFLAC, Inc.	500,000		33,335
Allied World Assurance Co. Holdings Ltd.	800,000		32,984
American International Group, Inc.	4,500,000		207,900
Assurant, Inc.	500,000		32,500
Axis Capital Holdings Ltd.	1,300,000		44,083
Berkshire Hathaway, Inc. Class B (a)	37,000		164,909
Everest Re Group Ltd.	400,000		36,140
Genworth Financial, Inc. Class A (non-vtg.)	1,500,000		34,590
Hartford Financial Services Group, Inc.	1,600,000		114,032
Loews Corp.	2,500,000		105,275
MetLife, Inc.	1,700,000		103,445
PartnerRe Ltd.	400,000		29,592
			1,005,104
Real Estate Investment Trusts - 0.6%
Annaly Capital Management, Inc.	4,600,000		77,096
TOTAL FINANCIALS			2,225,632
HEALTH CARE - 11.0%
Biotechnology - 0.5%
Biogen Idec, Inc. (a)	1,000,000		60,690
Health Care Equipment & Supplies - 1.4%
Baxter International, Inc.	1,500,000		93,480
Boston Scientific Corp. (a)	2,500,000		33,325
Kinetic Concepts, Inc. (a)	1,400,000		55,524
			182,329
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Providers & Services - 2.1%
Humana, Inc. (a)	2,656,113		$ 126,936
Medco Health Solutions, Inc. (a)	1,500,000		74,310
Universal Health Services, Inc. Class B	1,100,000		68,904
			270,150
Life Sciences Tools & Services - 2.1%
Invitrogen Corp. (a)	800,000		74,856
Thermo Fisher Scientific, Inc. (a)	3,500,000		202,545
			277,401
Pharmaceuticals - 4.9%
Abbott Laboratories	1,900,000		100,225
Endo Pharmaceuticals Holdings, Inc. (a)	1,800,000		44,694
Johnson & Johnson	6,400,000		429,376
Perrigo Co.	1,600,000		65,584
			639,879
TOTAL HEALTH CARE			1,430,449
INDUSTRIALS - 11.6%
Aerospace & Defense - 5.3%
L-3 Communications Holdings, Inc.	1,100,000		122,595
Northrop Grumman Corp.	2,750,000		202,318
Raytheon Co.	2,786,700		178,265
The Boeing Co.	2,244,700		190,485
			693,663
Building Products - 0.1%
Armstrong World Industries, Inc.	300,000		10,677
Commercial Services & Supplies - 1.1%
Allied Waste Industries, Inc. (a)	4,800,000		59,328
Manpower, Inc.	500,000		33,565
R.R. Donnelley & Sons Co.	1,400,000		42,896
			135,789
Industrial Conglomerates - 2.6%
McDermott International, Inc. (a)	900,000		48,222
Tyco International Ltd.	6,200,000		290,098
			338,320
Machinery - 1.3%
Flowserve Corp.	600,000		74,454
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd. Class A	1,100,000		$ 48,818
SPX Corp.	400,000		49,200
			172,472
Marine - 0.6%
Alexander & Baldwin, Inc.	388,469		19,513
Genco Shipping & Trading Ltd. (d)	950,000		64,268
			83,781
Road & Rail - 0.6%
Ryder System, Inc.	1,050,000		71,894
TOTAL INDUSTRIALS			1,506,596
INFORMATION TECHNOLOGY - 15.8%
Communications Equipment - 1.0%
Nokia Corp. sponsored ADR	4,400,000		132,308
Computers & Peripherals - 9.7%
Apple, Inc. (a)	200,000		34,790
Hewlett-Packard Co.	10,800,000		500,580
International Business Machines Corp.	3,505,700		423,138
NCR Corp. (a)	1,182,610		29,128
Western Digital Corp. (a)	9,200,000		266,708
			1,254,344
Electronic Equipment & Instruments - 1.0%
Tyco Electronics Ltd.	3,600,000		134,676
IT Services - 0.1%
Accenture Ltd. Class A	153,626		5,769
MasterCard, Inc. Class A	32,528		9,048
			14,817
Semiconductors & Semiconductor Equipment - 0.3%
Skyworks Solutions, Inc. (a)	3,800,000		33,022
Software - 3.7%
Microsoft Corp.	8,300,000		236,716
Oracle Corp. (a)	5,000,000		104,250
Sybase, Inc. (a)	1,400,000		41,188
Symantec Corp. (a)	4,400,000		75,768
Synopsys, Inc. (a)	800,000		18,488
			476,410
TOTAL INFORMATION TECHNOLOGY			2,045,577
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - 4.7%
Chemicals - 1.5%
CF Industries Holdings, Inc.	550,000		$ 73,535
The Mosaic Co. (a)	1,000,000		122,510
			196,045
Containers & Packaging - 0.2%
Rock-Tenn Co. Class A	500,000		16,965
Metals & Mining - 3.0%
Freeport-McMoRan Copper & Gold, Inc. Class B	2,900,000		329,875
United States Steel Corp.	400,000		61,580
			391,455
TOTAL MATERIALS			604,465
TELECOMMUNICATION SERVICES - 3.3%
Diversified Telecommunication Services - 3.3%
AT&T, Inc.	6,294,750		243,670
Verizon Communications, Inc.	4,700,000		180,856
			424,526
UTILITIES - 3.7%
Electric Utilities - 0.9%
Edison International	246,369		12,853
Entergy Corp.	172,000		19,756
FirstEnergy Corp.	1,200,000		90,768
			123,377
Gas Utilities - 0.7%
Energen Corp.	800,000		54,592
Questar Corp.	500,000		31,015
			85,607
Independent Power Producers & Energy Traders - 1.1%
Constellation Energy Group, Inc.	600,000		50,790
Mirant Corp. (a)	2,130,600		87,589
			138,379
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Multi-Utilities - 1.0%
OGE Energy Corp.	400,000		$ 13,076
Public Service Enterprise Group, Inc.	2,700,000		118,557
			131,633
TOTAL UTILITIES			478,996
TOTAL COMMON STOCKS (Cost $12,083,317)		12,961,702
U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 1.32% to 1.35% 6/5/08 (Cost $5,892)	$ 5,900		5,893
Money Market Funds - 1.4%
	Shares
Fidelity Cash Central Fund, 2.51% (b)	163,764,896		163,765
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	23,109,950		23,110
TOTAL MONEY MARKET FUNDS (Cost $186,875)		186,875
Cash Equivalents - 0.0%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 1.97%, dated 4/30/08 due 5/1/08 (Collateralized by U.S. Treasury Obligations) # (Cost $5,362)	$ 5,362		5,362
TOTAL INVESTMENT PORTFOLIO - 101.4% (Cost $12,281,446)			13,159,832
NET OTHER ASSETS - (1.4)%			(184,118)
NET ASSETS - 100%		$ 12,975,714

Legend

(a) Non-income producing

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

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

Repurchase Agreement / Counterparty	Value (000s)
$5,362,000 due 5/01/08 at 1.97%
BNP Paribas Securities Corp.	$ 2,038
Banc of America Securities LLC	656
Dresdner Kleinwort Securities LLC	1,112
J.P. Morgan Securities, Inc.	1,556
	$ 5,362

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 3,421
Fidelity Securities Lending Cash Central Fund	418
Total	$ 3,839

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, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $22,451 and repurchase agreements of $5,362) - See accompanying schedule: Unaffiliated issuers (cost $12,094,571)	$ 12,972,957
Fidelity Central Funds (cost $186,875)	186,875
Total Investments (cost $12,281,446)		$ 13,159,832
Receivable for investments sold		601,562
Receivable for fund shares sold		12,741
Dividends receivable		8,967
Distributions receivable from Fidelity Central Funds		487
Prepaid expenses		22
Other receivables		145
Total assets		13,783,756

Liabilities
Payable for investments purchased	$ 768,829
Payable for fund shares redeemed	6,657
Accrued management fee	6,675
Payable for daily variation on futures contracts	115
Other affiliated payables	2,363
Other payables and accrued expenses	293
Collateral on securities loaned, at value	23,110
Total liabilities		808,042

Net Assets		$ 12,975,714
Net Assets consist of:
Paid in capital		$ 12,673,718
Undistributed net investment income		34,544
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(610,934)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		878,386
Net Assets, for 476,761 shares outstanding		$ 12,975,714
Net Asset Value, offering price and redemption price per share ($12,975,714 ÷ 476,761 shares)		$ 27.22

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, 2008 (Unaudited)

Investment Income
Dividends		$ 109,586
Interest		214
Income from Fidelity Central Funds		3,839
Total income		113,639

Expenses
Management fee Basic fee	$ 32,897
Performance adjustment	5,389
Transfer agent fees	13,013
Accounting and security lending fees	697
Custodian fees and expenses	86
Independent trustees' compensation	24
Registration fees	214
Audit	42
Legal	20
Interest	4
Miscellaneous	129
Total expenses before reductions	52,515
Expense reductions	(422)	52,093
Net investment income (loss)		61,546
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(579,007)
Foreign currency transactions	(35)
Futures contracts	(10,356)
Total net realized gain (loss)		(589,398)
Change in net unrealized appreciation (depreciation) on: Investment securities	(790,032)
Assets and liabilities in foreign currencies	68
Futures contracts	(5,524)
Total change in net unrealized appreciation (depreciation)		(795,488)
Net gain (loss)		(1,384,886)
Net increase (decrease) in net assets resulting from operations		$ (1,323,340)

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, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 61,546	$ 83,076
Net realized gain (loss)	(589,398)	884,975
Change in net unrealized appreciation (depreciation)	(795,488)	635,830
Net increase (decrease) in net assets resulting from operations	(1,323,340)	1,603,881
Distributions to shareholders from net investment income	(93,304)	(47,969)
Distributions to shareholders from net realized gain	(872,035)	(628,643)
Total distributions	(965,339)	(676,612)
Share transactions Proceeds from sales of shares	3,290,324	2,746,628
Reinvestment of distributions	955,761	667,968
Cost of shares redeemed	(463,373)	(554,289)
Net increase (decrease) in net assets resulting from share transactions	3,782,712	2,860,307
Total increase (decrease) in net assets	1,494,033	3,787,576

Net Assets
Beginning of period	11,481,681	7,694,105
End of period (including undistributed net investment income of $34,544 and undistributed net investment income of $68,769, respectively)	$ 12,975,714	$ 11,481,681
Other Information Shares
Sold	117,580	88,984
Issued in reinvestment of distributions	31,848	23,454
Redeemed	(16,714)	(17,968)
Net increase (decrease)	132,714	94,470

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 33.37	$ 30.83	$ 26.71	$ 23.41	$ 21.78	$ 18.41
Income from Investment Operations
Net investment income (loss)^D	.15	.27	.22	.20^G	.12	.10
Net realized and unrealized gain (loss)	(3.61)	4.95	4.08	3.28	1.62	3.30
Total from investment operations	(3.46)	5.22	4.30	3.48	1.74	3.40
Distributions from net investment income	(.26)	(.19)	(.18)	(.18)	(.11)	(.03)
Distributions from net realized gain	(2.43)	(2.49)	-	-	-	-
Total distributions	(2.69)	(2.68)	(.18)	(.18)	(.11)	(.03)
Net asset value, end of period	$ 27.22	$ 33.37	$ 30.83	$ 26.71	$ 23.41	$ 21.78
Total Return^{B, C}	(11.12)%	18.42%	16.16%	14.92%	8.03%	18.50%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.89%^A	.91%	.92%	.89%	.89%	.92%
Expenses net of fee waivers, if any	.89%^A	.91%	.92%	.89%	.89%	.92%
Expenses net of all reductions	.88%^A	.90%	.91%	.87%	.88%	.90%
Net investment income (loss)	1.04%^A	.88%	.76%	.79%^G	.51%	.50%
Supplemental Data
Net assets, end of period (in millions)	$ 12,976	$ 11,482	$ 7,694	$ 5,845	$ 4,467	$ 3,720
Portfolio turnover rate^F	166%^A	152%	98%	80%	42%	64%

^A Annualized

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

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.06 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .57%.

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

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

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. On January 17, 2008, the Board of Trustees approved the creation of an additional class of shares. The Fund commenced sale of Class K shares and the existing class was designated Disciplined Equity on May 9, 2008.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Unrealized appreciation	$ 1,202,590
Unrealized depreciation	(363,364)
Net unrealized appreciation (depreciation)	$ 839,226
Cost for federal income tax purposes	$ 12,320,606

New Accounting Pronouncements. In September 2006, Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and results in expanded disclosures about fair value measurements.

In addition, in March 2008, Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161), was issued and is effective for fiscal years beginning after November 15, 2008. SFAS 161 requires enhanced disclosures to provide information about the reasons the Fund invests in derivative instruments, the accounting treatment and the effect derivatives have on financial performance. Management is currently evaluating the impact the adoption of SFAS 161 will have on the Fund's financial statement disclosures.

4. Operating Policies.

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market. Buying futures tends to increase a fund's exposure to the underlying instrument, while selling futures tends to decrease a fund's exposure to the underlying instrument or hedge other fund investments. Upon entering into a futures contract, a fund is required to deposit with a clearing broker, no later than the following business day, an amount ("initial margin") equal to a certain percentage of the face value of the contract. The initial margin may be in the form of cash or securities and is transferred to a segregated account on settlement date. Subsequent payments ("variation margin") are made or received by a fund depending on the daily fluctuations in the value of the futures contract and are accounted for as unrealized gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Losses may arise from changes in the value of the underlying instruments or if the counterparties do not perform under the contract's terms. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $12,989,771 and $9,814,918, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged ..26% 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 .65% of the Fund's average net assets.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. 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 affiliated funds. At period end, there were no interfund loans outstanding. The Fund's activity in this program during the period for which loans were outstanding was as follows:

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 17,546	3.11%	$ 2

7. 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, which amounted to $11 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned or in gaining access to the collateral. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. At period end, there were no security loans outstanding. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $418.

9. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $5,495. The weighted average interest rate was 4.50%. The interest expense amounted to $2 under the bank borrowing program. At period end, there were no bank borrowings outstanding.

10. 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 $54 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 expense by $368.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

11. Other.

At the end of the period, Fidelity Freedom 2020 and Fidelity Freedom 2030 were the owners of record of approximately 17% and 14%, respectively, of the total outstanding shares of the Fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 68% of the total outstanding shares of the Fund.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $479, which is recorded in the accompanying Statement of Operations.

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Managing Your Investments

By Phone

(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

Semiannual Report

To Write Fidelity

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

(letter_graphic)

Making Changes
To Your Account

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

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

(letter_graphic)

For Non-Retirement
Accounts

Buying shares

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

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

Selling shares

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

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

General Correspondence

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

(letter_graphic)

For Retirement
Accounts

Buying shares

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

Selling shares

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

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

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

State Street Bank and Trust Company
Quincy, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic) Automated line for quickest service

FDE-USAN-0608
1.784913.105

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

Fidelity^®
Focused Stock
Fund

Semiannual Report

April 30, 2008

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period * November 1, 2007 to April 30, 2008
Actual	$ 1,000.00	$ 927.90	$ 4.79
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,019.89	$ 5.02

* Expenses are equal to the Fund's annualized expense ratio of 1.00%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Southwestern Energy Co.	5.6	0.0
Norfolk Southern Corp.	5.0	0.0
NRG Energy, Inc.	5.0	1.6
Range Resources Corp.	4.5	1.0
Apple, Inc.	4.0	2.2
T. Rowe Price Group, Inc.	4.0	3.1
Google, Inc. Class A (sub. vtg.)	3.6	3.9
Visa, Inc.	3.4	0.0
Cabot Oil & Gas Corp.	3.2	1.0
Eaton Corp.	3.1	3.2
	41.4
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	20.4	16.2
Energy	17.7	12.0
Industrials	14.9	13.1
Information Technology	13.9	26.5
Health Care	7.9	7.1

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks 98.8%			Stocks 99.0%
	Short-Term Investments and Net Other Assets 1.2%			Short-Term Investments and Net Other Assets 1.0%
* Foreign investments		5.3%	** Foreign investments		15.6%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.8%
	Shares		Value
CONSUMER DISCRETIONARY - 7.6%
Auto Components - 2.4%
Johnson Controls, Inc.	53,500		$ 1,886,410
Automobiles - 1.6%
Harley-Davidson, Inc.	31,000		1,185,750
Winnebago Industries, Inc.	4,900		78,841
			1,264,591
Household Durables - 2.2%
D.R. Horton, Inc.	110,000		1,703,900
Textiles, Apparel & Luxury Goods - 1.4%
Polo Ralph Lauren Corp. Class A (d)	18,000		1,117,980
TOTAL CONSUMER DISCRETIONARY			5,972,881
CONSUMER STAPLES - 4.7%
Food & Staples Retailing - 1.4%
Wal-Mart Stores, Inc. (d)	19,000		1,101,620
Food Products - 0.5%
Unilever NV (NY Shares)	13,000		436,020
Personal Products - 0.9%
Chattem, Inc. (a)(d)	10,000		698,800
Tobacco - 1.9%
Philip Morris International, Inc. (a)	29,000		1,479,870
TOTAL CONSUMER STAPLES			3,716,310
ENERGY - 17.7%
Energy Equipment & Services - 1.2%
Schlumberger Ltd. (NY Shares)	7,000		703,850
Transocean, Inc. (a)	1,500		221,190
			925,040
Oil, Gas & Consumable Fuels - 16.5%
Cabot Oil & Gas Corp.	44,400		2,529,468
James River Coal Co. (a)(d)	84,000		1,867,320
Peabody Energy Corp.	10,000		611,300
Range Resources Corp.	54,000		3,584,520
Southwestern Energy Co. (a)	103,800		4,391,777
			12,984,385
TOTAL ENERGY			13,909,425
Common Stocks - continued
	Shares		Value
FINANCIALS - 20.4%
Capital Markets - 5.5%
Lehman Brothers Holdings, Inc.	9,000		$ 398,160
State Street Corp.	11,000		793,540
T. Rowe Price Group, Inc.	53,100		3,109,536
			4,301,236
Commercial Banks - 5.2%
Mitsubishi UFJ Financial Group, Inc. sponsored ADR	32,000		351,680
Regions Financial Corp.	15,000		328,800
Wachovia Corp.	55,100		1,606,165
Zions Bancorp	38,000		1,761,300
			4,047,945
Consumer Finance - 2.1%
American Express Co.	26,000		1,248,520
Capital One Financial Corp.	7,000		371,000
			1,619,520
Diversified Financial Services - 4.7%
CIT Group, Inc.	4,000		43,560
Citigroup, Inc.	92,000		2,324,840
JPMorgan Chase & Co.	27,000		1,286,550
			3,654,950
Insurance - 1.9%
American International Group, Inc.	33,000		1,524,600
Real Estate Investment Trusts - 1.0%
General Growth Properties, Inc.	20,300		831,488
TOTAL FINANCIALS			15,979,739
HEALTH CARE - 7.9%
Biotechnology - 5.3%
CSL Ltd.	53,000		1,989,192
Gilead Sciences, Inc. (a)	40,000		2,070,400
Myriad Genetics, Inc. (a)	3,000		124,620
			4,184,212
Health Care Providers & Services - 2.6%
Medco Health Solutions, Inc. (a)	41,000		2,031,140
TOTAL HEALTH CARE			6,215,352
Common Stocks - continued
	Shares		Value
INDUSTRIALS - 14.9%
Machinery - 5.5%
Cummins, Inc.	2,200		$ 137,830
Eaton Corp.	27,900		2,450,736
PACCAR, Inc.	37,000		1,750,840
			4,339,406
Road & Rail - 9.4%
Burlington Northern Santa Fe Corp.	17,000		1,743,350
Canadian Pacific Railway Ltd.	10,000		688,909
Norfolk Southern Corp.	66,000		3,932,280
Union Pacific Corp.	6,700		972,773
			7,337,312
TOTAL INDUSTRIALS			11,676,718
INFORMATION TECHNOLOGY - 13.9%
Communications Equipment - 1.3%
Cisco Systems, Inc. (a)	40,400		1,035,856
Computers & Peripherals - 4.0%
Apple, Inc. (a)	18,000		3,131,100
Internet Software & Services - 3.6%
Google, Inc. Class A (sub. vtg.) (a)	4,950		2,842,736
IT Services - 3.4%
Visa, Inc.	31,800		2,653,710
Software - 1.6%
Oracle Corp. (a)	32,500		677,625
VMware, Inc. Class A	8,500		566,440
			1,244,065
TOTAL INFORMATION TECHNOLOGY			10,907,467
MATERIALS - 6.7%
Chemicals - 4.8%
Albemarle Corp.	62,600		2,341,866
FMC Corp.	11,800		740,804
W.R. Grace & Co. (a)	26,000		659,360
			3,742,030
Metals & Mining - 1.9%
Freeport-McMoRan Copper & Gold, Inc. Class B	13,000		1,478,750
TOTAL MATERIALS			5,220,780
Common Stocks - continued
	Shares		Value
UTILITIES - 5.0%
Independent Power Producers & Energy Traders - 5.0%
NRG Energy, Inc. (a)	88,400		$ 3,885,180
TOTAL COMMON STOCKS (Cost $68,352,536)		77,483,852
Convertible Preferred Stocks - 0.0%

FINANCIALS - 0.0%
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	600		32,634
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $30,000)		32,634
Money Market Funds - 5.0%

Fidelity Cash Central Fund, 2.51% (b)	489,313		489,313
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	3,388,725		3,388,725
TOTAL MONEY MARKET FUNDS (Cost $3,878,038)		3,878,038
TOTAL INVESTMENT PORTFOLIO - 103.8% (Cost $72,260,574)		81,394,524
NET OTHER ASSETS - (3.8)%			(2,977,581)
NET ASSETS - 100%		$ 78,416,943

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 55,989
Fidelity Securities Lending Cash Central Fund	13,963
Total	$ 69,952

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	April 30, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $3,289,097) - See accompanying schedule: Unaffiliated issuers (cost $68,382,536)	$ 77,516,486
Fidelity Central Funds (cost $3,878,038)	3,878,038
Total Investments (cost $72,260,574)		$ 81,394,524
Receivable for investments sold		4,376,800
Receivable for fund shares sold		296,533
Dividends receivable		28,252
Distributions receivable from Fidelity Central Funds		7,227
Prepaid expenses		183
Receivable from investment adviser for expense reductions		19,307
Other receivables		1,385
Total assets		86,124,211

Liabilities
Payable for investments purchased	$ 4,164,224
Payable for fund shares redeemed	60,661
Accrued management fee	50,316
Other affiliated payables	20,078
Other payables and accrued expenses	23,264
Collateral on securities loaned, at value	3,388,725
Total liabilities		7,707,268

Net Assets		$ 78,416,943
Net Assets consist of:
Paid in capital		$ 73,460,305
Undistributed net investment income		122,953
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,300,653)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		9,134,338
Net Assets, for 6,061,323 shares outstanding		$ 78,416,943
Net Asset Value, offering price and redemption price per share ($78,416,943 ÷ 6,061,323 shares)		$ 12.94

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

Semiannual Report

Statement of Operations

	Six months ended April 30, 2008 (Unaudited)

Investment Income
Dividends		$ 589,666
Interest		3,860
Income from Fidelity Central Funds		69,952
Total income		663,478

Expenses
Management fee Basic fee	$ 222,649
Performance adjustment	80,958
Transfer agent fees	116,482
Accounting and security lending fees	15,887
Custodian fees and expenses	12,866
Independent trustees' compensation	170
Registration fees	11,484
Audit	23,556
Legal	175
Miscellaneous	5,280
Total expenses before reductions	489,507
Expense reductions	(93,117)	396,390
Net investment income (loss)		267,088
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(3,902,702)
Foreign currency transactions	3,291
Total net realized gain (loss)		(3,899,411)
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,866,459)
Assets and liabilities in foreign currencies	(964)
Total change in net unrealized appreciation (depreciation)		(3,867,423)
Net gain (loss)		(7,766,834)
Net increase (decrease) in net assets resulting from operations		$ (7,499,746)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended April 30, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 267,088	$ 362,848
Net realized gain (loss)	(3,899,411)	12,038,840
Change in net unrealized appreciation (depreciation)	(3,867,423)	4,797,977
Net increase (decrease) in net assets resulting from operations	(7,499,746)	17,199,665
Distributions to shareholders from net investment income	(381,020)	(66,812)
Distributions to shareholders from net realized gain	(8,191,933)	-
Total distributions	(8,572,953)	(66,812)
Share transactions Proceeds from sales of shares	16,048,189	34,616,995
Reinvestment of distributions	8,220,938	64,368
Cost of shares redeemed	(27,167,671)	(43,333,949)
Net increase (decrease) in net assets resulting from share transactions	(2,898,544)	(8,652,586)
Total increase (decrease) in net assets	(18,971,243)	8,480,267

Net Assets
Beginning of period	97,388,186	88,907,919
End of period (including undistributed net investment income of $122,953 and undistributed net investment income of $278,739, respectively)	$ 78,416,943	$ 97,388,186
Other Information Shares
Sold	1,240,354	2,453,115
Issued in reinvestment of distributions	613,503	5,212
Redeemed	(2,136,636)	(3,328,993)
Net increase (decrease)	(282,779)	(870,666)

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 15.35	$ 12.32	$ 11.37	$ 9.14	$ 8.29	$ 7.26
Income from Investment Operations
Net investment income (loss) ^D	.04	.06	.01 ^G	.04 ^H	- ^J	.02
Net realized and unrealized gain (loss)	(1.10)	2.98	.98	2.22	.87	1.01
Total from investment operations	(1.06)	3.04	.99	2.26	.87	1.03
Distributions from net investment income	(.06)	(.01)	(.04)	(.03)	(.02)	-
Distributions from net realized gain	(1.29)	-	-	-	-	-
Total distributions	(1.35)	(.01)	(.04)	(.03)	(.02)	-
Redemption fees added to paid in capital ^K	-	-	- ^D, ^J	- ^D, ^J	- ^D, ^J	- ^D, ^J
Net asset value, end of period	$ 12.94	$ 15.35	$ 12.32	$ 11.37	$ 9.14	$ 8.29
Total Return ^B, ^C	(7.21)%	24.70%	8.72%	24.78%	10.51%	14.19%
Ratios to Average Net Assets ^E, ^I
Expenses before reductions	1.22% ^A	1.20%	1.08%	1.01%	1.07%	1.08%
Expenses net of fee waivers, if any	1.00% ^A	1.00%	1.00%	1.01%	1.07%	1.08%
Expenses net of all reductions	.99% ^A	.99%	.98%	.98%	1.02%	1.03%
Net investment income (loss)	.67% ^A	.47%	.12% ^G	.40% ^H	.01%	.20%
Supplemental Data
Net assets, end of period (000 omitted)	$ 78,417	$ 97,388	$ 88,908	$ 110,255	$ 38,873	$ 33,581
Portfolio turnover rate ^F	425% ^A	343%	202%	158%	201%	199%

^A Annualized

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .01%.

^H Investment income per share reflects an in-kind dividend received in a corporate reorganization which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .24%.

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

^K The redemption fee was eliminated during the year ended October 31, 2006.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2008 (Unaudited)

1. Organization.

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.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

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

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 9,682,802
Unrealized depreciation	(1,311,032)
Net unrealized appreciation (depreciation)	$ 8,371,770
Cost for federal income tax purposes	$ 73,022,754

4. Operating Policies.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $170,368,895 and $181,536,789, respectively.

6. Fees and Other Transactions with Affiliates.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

6. 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 .76% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the Fund's transfer agent. For the period the transfer agent fees were equivalent to an annualized rate of .29% of average net assets.

7. 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, which amounted to $80 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

8. Security Lending.

9. Expense Reductions.

FMR voluntarily agreed to reimburse the Fund to the extent annual operating expenses exceeded 1.00% of average net assets. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement. During the period this reimbursement reduced the Fund's expenses by $89,545.

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 $2,641 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 transfer agent expenses by $931.

10. Other.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Other - continued

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $17,478, which is recorded in the accompanying Statement of Operations.

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management &
Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc. (FIIOC)

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank
New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic) Automated line for quickest service

TQG-USAN-0608
1.784914.105

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

Fidelity®
Small Cap Independence
Fund

Semiannual Report

April 30, 2008

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Class A
Actual	$ 1,000.00	$ 801.10	$ 5.82
Hypothetical ^A	$ 1,000.00	$ 1,018.40	$ 6.52
Class T
Actual	$ 1,000.00	$ 799.50	$ 6.93
Hypothetical ^A	$ 1,000.00	$ 1,017.16	$ 7.77
Class B
Actual	$ 1,000.00	$ 797.80	$ 9.16
Hypothetical ^A	$ 1,000.00	$ 1,014.67	$ 10.27
Class C
Actual	$ 1,000.00	$ 797.90	$ 9.16
Hypothetical ^A	$ 1,000.00	$ 1,014.67	$ 10.27
Small Cap Independence
Actual	$ 1,000.00	$ 802.00	$ 4.66
Hypothetical ^A	$ 1,000.00	$ 1,019.69	$ 5.22
Institutional Class
Actual	$ 1,000.00	$ 801.80	$ 4.39
Hypothetical ^A	$ 1,000.00	$ 1,019.99	$ 4.92

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

	Annualized Expense Ratio
Class A	1.30%
Class T	1.55%
Class B	2.05%
Class C	2.05%
Small Cap Independence	1.04%
Institutional Class	.98%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Fourlis Holdings SA	2.8	3.0
Superior Energy Services, Inc.	2.4	1.2
Corrections Corp. of America	1.9	1.6
ValueClick, Inc.	1.5	2.5
Cabot Oil & Gas Corp.	1.3	0.9
Corn Products International, Inc.	1.3	0.7
Rush Enterprises, Inc. Class A	1.3	0.8
Corin Group PLC	1.2	1.7
Green Mountain Coffee Roasters, Inc.	1.2	0.8
Q-Cells AG	1.2	1.3
	16.1
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.7	18.7
Industrials	18.0	18.6
Energy	15.2	11.8
Information Technology	13.2	18.7
Financials	9.6	6.8

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks and Investment Companies 92.3%			Stocks and Investment Companies 96.1%
	Short-Term Investments and Net Other Assets 7.7%			Short-Term Investments and Net Other Assets 3.9%
* Foreign investments		17.6%	** Foreign investments		24.8%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.7%
Auto Components - 0.6%
Gentex Corp.	600,600		$ 11,219
Distributors - 0.2%
LKQ Corp. (a)	190,800		4,152
Diversified Consumer Services - 1.3%
Hillenbrand, Inc. (a)	336,000		6,397
Nord Anglia Education PLC (a)	819,300		4,537
Princeton Review, Inc. (a)	663,800		5,018
Stewart Enterprises, Inc. Class A	1,391,700		9,505
			25,457
Hotels, Restaurants & Leisure - 4.1%
Advani Hotels & Resorts (India) Ltd. (a)	710,710		1,625
BJ's Restaurants, Inc. (a)	283,800		3,956
Carluccio's PLC (e)	3,651,892		10,274
Denny's Corp. (a)	2,931,800		9,235
IHOP Corp. (d)	155,300		7,243
McCormick & Schmick's Seafood Restaurants (a)(e)	779,169		9,373
P.F. Chang's China Bistro, Inc. (a)(d)	325,800		10,110
Ruth's Chris Steak House, Inc. (a)	415,000		3,050
The Restaurant Group PLC	3,277,922		9,255
Vail Resorts, Inc. (a)(d)	416,600		20,343
			84,464
Household Durables - 3.6%
Fourlis Holdings SA	1,824,607		57,829
Pulte Homes, Inc. (d)	656,000		8,554
Ryland Group, Inc.	226,600		7,247
			73,630
Internet & Catalog Retail - 0.3%
ASOS PLC (a)	1,071,000		6,356
Leisure Equipment & Products - 0.2%
RC2 Corp. (a)	182,400		3,374
Media - 3.4%
Carmike Cinemas, Inc. (d)(e)	692,600		5,679
CTC Media, Inc. (a)	654,400		16,929
Focus Media Holding Ltd. ADR (a)	167,500		6,179
Lamar Advertising Co. Class A	135,200		5,346
National CineMedia, Inc.	736,435		14,110
Powerleague Group PLC	3,604,985		4,480
Regal Entertainment Group Class A	832,800		15,790
			68,513
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 3.9%
bebe Stores, Inc.	525,400		$ 5,249
Citi Trends, Inc. (a)(d)	499,400		10,557
Gamestop Corp. Class A (a)	139,000		7,651
Pier 1 Imports, Inc. (a)(d)	1,224,600		9,552
Shoe Carnival, Inc. (a)	509,200		7,114
The Game Group PLC	1,067,200		5,819
The Men's Wearhouse, Inc.	451,300		12,018
Tween Brands, Inc. (a)	209,400		3,979
Williams-Sonoma, Inc. (d)	700,700		18,498
			80,437
Textiles, Apparel & Luxury Goods - 1.1%
Odd Molly International AB (a)(e)	336,400		5,281
Timberland Co. Class A (a)	240,800		3,516
True Religion Apparel, Inc. (a)(d)	387,100		7,107
Volcom, Inc. (a)	327,871		6,226
Worldwide Brand Management AB	77,350		814
			22,944
TOTAL CONSUMER DISCRETIONARY			380,546
CONSUMER STAPLES - 3.2%
Food Products - 2.8%
Corn Products International, Inc.	575,000		26,669
Diamond Foods, Inc.	261,800		5,592
Green Mountain Coffee Roasters, Inc. (a)(d)	756,549		24,361
Vilmorin & Cie	9,100		1,702
			58,324
Personal Products - 0.4%
Chattem, Inc. (a)(d)	105,400		7,365
TOTAL CONSUMER STAPLES			65,689
ENERGY - 15.2%
Energy Equipment & Services - 6.2%
Atwood Oceanics, Inc. (a)	50,326		5,067
Core Laboratories NV (a)	97,900		12,265
Dril-Quip, Inc. (a)	145,100		8,294
ION Geophysical Corp. (a)	673,500		10,729
John Wood Group PLC	735,200		6,278
Nabors Industries Ltd. (a)	162,800		6,112
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Oil States International, Inc. (a)	278,800		$ 13,957
Subsea 7, Inc. (a)(d)	536,500		14,150
Superior Energy Services, Inc. (a)	1,101,700		48,893
			125,745
Oil, Gas & Consumable Fuels - 9.0%
Alpha Natural Resources, Inc. (a)	280,300		13,637
Cabot Oil & Gas Corp.	477,300		27,192
Encore Acquisition Co. (a)	331,850		15,142
EXCO Resources, Inc. (a)	552,400		12,330
Forest Oil Corp. (a)	76,800		4,526
Foundation Coal Holdings, Inc.	209,800		12,584
Goodrich Petroleum Corp. (a)(d)	473,300		15,988
Holly Corp.	118,700		4,924
International Coal Group, Inc. (a)(d)	1,904,300		15,158
Kodiak Oil & Gas Corp. (a)	2,343,800		7,547
Mariner Energy, Inc. (a)	685,614		18,896
OPTI Canada, Inc. (a)	604,800		12,803
Patriot Coal Corp. (a)	104,500		6,902
Plains Exploration & Production Co. (a)	253,400		15,782
			183,411
TOTAL ENERGY			309,156
FINANCIALS - 9.6%
Capital Markets - 1.3%
GLG Partners, Inc.	22,600		186
GLG Partners, Inc.:
unit	162,800		1,675
warrants 12/28/11 (a)	310,500		699
Greenhill & Co., Inc. (d)	83,800		5,451
Janus Capital Group, Inc.	631,300		17,714
			25,725
Commercial Banks - 1.3%
CVB Financial Corp.	383,400		4,401
Pacific Premier Bancorp, Inc. (a)	143,767		1,085
UCBH Holdings, Inc. (d)	879,000		6,399
UMB Financial Corp.	287,800		14,286
			26,171
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 1.0%
India Hospitality Corp. (a)	833,320		$ 5,250
JSE Ltd.	793,600		6,850
MSCI, Inc. Class A	301,800		9,362
			21,462
Insurance - 1.5%
Aspen Insurance Holdings Ltd.	592,800		15,407
LandAmerica Financial Group, Inc. (d)	111,600		3,203
Montpelier Re Holdings Ltd.	787,924		13,001
			31,611
Real Estate Investment Trusts - 1.3%
Corporate Office Properties Trust (SBI)	189,200		7,057
Home Properties, Inc.	160,985		8,463
SL Green Realty Corp.	115,200		10,691
			26,211
Real Estate Management & Development - 0.5%
Orchid Developments Group Ltd. (a)	2,219,000		5,758
Unite Group PLC	676,087		3,912
			9,670
Thrifts & Mortgage Finance - 2.7%
Astoria Financial Corp.	269,600		6,390
Imperial Capital Bancorp, Inc. (e)	300,000		4,521
New York Community Bancorp, Inc. (d)	411,800		7,688
NewAlliance Bancshares, Inc.	587,400		7,906
People's United Financial, Inc.	648,400		11,003
Washington Federal, Inc.	769,300		18,317
			55,825
TOTAL FINANCIALS			196,675
HEALTH CARE - 8.5%
Biotechnology - 0.6%
Alnylam Pharmaceuticals, Inc. (a)	32,300		810
Cougar Biotechnology, Inc. (a)	44,000		888
Indevus Pharmaceuticals, Inc. (a)	2,064,500		9,930
			11,628
Health Care Equipment & Supplies - 3.7%
Conceptus, Inc. (a)(d)	1,159,783		20,899
Corin Group PLC (e)	2,578,639		24,661
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Quidel Corp. (a)	1,083,416		$ 17,345
Zoll Medical Corp. (a)	405,900		13,549
			76,454
Health Care Providers & Services - 2.5%
Capital Senior Living Corp. (a)	1,323,326		11,262
Emeritus Corp. (a)(d)	917,000		22,604
Genoptix, Inc.	154,100		4,227
Sun Healthcare Group, Inc. (a)	566,542		7,450
Virtual Radiologic Corp.	324,100		4,528
			50,071
Health Care Technology - 0.4%
Vital Images, Inc. (a)(d)	546,700		8,255
Life Sciences Tools & Services - 0.6%
Pharmaceutical Product Development, Inc.	127,400		5,277
QIAGEN NV (a)	320,000		7,107
			12,384
Pharmaceuticals - 0.7%
BioMimetic Therapeutics, Inc. (a)(d)	253,657		2,491
XenoPort, Inc. (a)	285,058		12,195
			14,686
TOTAL HEALTH CARE			173,478
INDUSTRIALS - 18.0%
Aerospace & Defense - 1.4%
Hexcel Corp. (a)	366,800		8,209
Orbital Sciences Corp. (a)	396,900		10,681
Spirit AeroSystems Holdings, Inc. Class A (a)	293,500		8,561
			27,451
Airlines - 0.2%
AirTran Holdings, Inc. (a)(d)	795,000		2,711
UAL Corp.	132,200		1,970
			4,681
Building Products - 0.1%
Groupe Vial (a)	63,741		1,164
PGT, Inc. (a)	492,802		1,572
			2,736
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - 5.2%
Casella Waste Systems, Inc. Class A (a)	442,500		$ 4,717
Corrections Corp. of America (a)	1,492,956		38,070
First Advantage Corp. Class A (a)	338,800		6,949
GeoEye, Inc. (a)	175,000		4,030
Huron Consulting Group, Inc. (a)	150,430		6,297
InnerWorkings, Inc. (a)(d)	1,376,900		18,506
Navigant Consulting, Inc. (a)	589,100		11,853
The Geo Group, Inc. (a)	481,500		12,736
YouGov PLC (a)	886,932		2,583
			105,741
Construction & Engineering - 1.4%
I Kloukinas-I Lappas SA	493,600		4,993
Quanta Services, Inc. (a)	494,248		13,117
URS Corp. (a)	242,873		9,797
			27,907
Electrical Equipment - 3.5%
American Superconductor Corp. (a)(d)	385,000		9,733
Ceres Power Holdings PLC (a)	1,131,800		3,308
Q-Cells AG (a)(d)	205,200		24,029
SolarWorld AG (d)	324,200		17,496
Sunpower Corp. Class A (a)(d)	113,100		9,870
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	172,800		7,729
			72,165
Machinery - 1.4%
Donaldson Co., Inc.	107,300		4,672
Flow International Corp. (a)	1,207,000		12,106
Sulzer AG (Reg.)	96,170		12,620
			29,398
Road & Rail - 2.8%
Celadon Group, Inc. (a)	910,800		9,372
Con-way, Inc.	98,400		4,551
J.B. Hunt Transport Services, Inc.	418,000		14,199
Landstar System, Inc.	199,300		10,356
Marten Transport Ltd. (a)	804,700		13,117
Old Dominion Freight Lines, Inc. (a)	175,500		5,388
			56,983
Trading Companies & Distributors - 2.0%
Beacon Roofing Supply, Inc. (a)(d)	589,150		6,274
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Bergman & Beving AB (B Shares)	282,458		$ 8,727
Rush Enterprises, Inc. Class A (a)(e)	1,623,450		26,170
			41,171
TOTAL INDUSTRIALS			368,233
INFORMATION TECHNOLOGY - 13.2%
Communications Equipment - 0.8%
Infinera Corp.	151,081		1,913
Polycom, Inc. (a)	695,400		15,577
			17,490
Computers & Peripherals - 0.5%
NCR Corp. (a)	461,309		11,362
Electronic Equipment & Instruments - 1.6%
FLIR Systems, Inc. (a)	532,838		18,292
Ingram Micro, Inc. Class A (a)	807,800		13,741
			32,033
Internet Software & Services - 3.6%
Bankrate, Inc. (a)(d)	292,317		15,271
Blinkx PLC	6,882,800		2,258
Internet Brands, Inc. Class A	655,300		4,266
LoopNet, Inc. (a)(d)	1,292,841		14,596
Omniture, Inc. (a)	297,637		6,792
ValueClick, Inc. (a)(d)	1,490,500		29,735
			72,918
IT Services - 2.3%
Alliance Data Systems Corp. (a)	164,100		9,421
ExlService Holdings, Inc. (a)	700,999		17,609
Patni Computer Systems Ltd. sponsored ADR (d)	1,013,800		13,605
Syntel, Inc.	190,603		6,311
			46,946
Semiconductors & Semiconductor Equipment - 1.9%
Eagle Test Systems, Inc. (a)	583,300		7,040
Intersil Corp. Class A	357,800		9,560
MKS Instruments, Inc. (a)	368,800		8,427
Silicon Motion Technology Corp. sponsored ADR (a)(d)	146,280		2,550
Skyworks Solutions, Inc. (a)	1,240,900		10,783
			38,360
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 2.5%
Ansys, Inc. (a)	380,670		$ 15,314
Citrix Systems, Inc. (a)	146,300		4,791
Concur Technologies, Inc. (a)	358,300		11,874
FactSet Research Systems, Inc.	139,300		8,362
Quality Systems, Inc. (d)	67,600		2,171
Quest Software, Inc. (a)	627,900		8,364
			50,876
TOTAL INFORMATION TECHNOLOGY			269,985
MATERIALS - 3.9%
Chemicals - 2.0%
Calgon Carbon Corp. (a)(d)	1,326,588		18,904
FMC Corp.	99,800		6,265
Hercules, Inc.	435,800		8,193
Minerals Technologies, Inc.	115,700		7,838
			41,200
Containers & Packaging - 0.5%
Crown Holdings, Inc. (a)	195,100		5,236
Rock-Tenn Co. Class A	152,400		5,171
			10,407
Metals & Mining - 1.4%
Carpenter Technology Corp.	165,800		8,502
RTI International Metals, Inc. (a)	233,100		9,601
Shore Gold, Inc. (a)	1,550,000		5,602
Toledo Mining Corp. PLC (a)	1,191,300		3,316
			27,021
TOTAL MATERIALS			78,628
UTILITIES - 0.4%
Independent Power Producers & Energy Traders - 0.4%
Clipper Windpower PLC (a)	407,300		4,158
Vergnet SA	271,600		4,367
			8,525
TOTAL COMMON STOCKS (Cost $1,783,118)		1,850,915
Investment Companies - 1.6%
	Shares		Value (000s)
iShares Dow Jones U.S. Real Estate Index ETF (d)	313,200		$ 21,573
KBW Regional Banking ETF	314,000		10,930
TOTAL INVESTMENT COMPANIES (Cost $30,555)		32,503
Money Market Funds - 20.5%

Fidelity Cash Central Fund, 2.51% (b)	170,055,748		170,056
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	249,251,897		249,252
TOTAL MONEY MARKET FUNDS (Cost $419,308)		419,308
TOTAL INVESTMENT PORTFOLIO - 112.8% (Cost $2,232,981)			2,302,726
NET OTHER ASSETS - (12.8)%			(261,109)
NET ASSETS - 100%		$ 2,041,617

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 1,335
Fidelity Securities Lending Cash Central Fund	2,083
Total	$ 3,418

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Carluccio's PLC	$ 17,207	$ 2,381	$ 4,327	$ 145	$ 10,274
Carmike Cinemas, Inc.	14,968	-	2,977	-	5,679
Conceptus, Inc.	32,693	14,905	18,350	-	-
Corin Group PLC	43,449	1,871	8,153	-	24,661
Imperial Capital Bancorp, Inc.	-	6,922	-	48	4,521
McCormick & Schmick's Seafood Restaurants	13,230	-	-	-	9,373
Odd Molly International AB	2,834	13,472	3,895	-	5,281
Premier Exhibitions, Inc.	23,028	3,882	13,123	-	-
Rush Enterprises, Inc. Class A	20,785	6,116	-	-	26,170
Total	$ 168,194	$ 49,549	$ 50,825	$ 193	$ 85,959

Other Information

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

United States of America	82.4%
United Kingdom	4.3%
Greece	3.1%
Germany	2.0%
Cayman Islands	1.6%
Bermuda	1.3%
Canada	1.3%
Others (individually less than 1%)	4.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	April 30, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $240,479) - See accompanying schedule: Unaffiliated issuers (cost $1,692,666)	$ 1,797,459
Fidelity Central Funds (cost $419,308)	419,308
Other affiliated issuers (cost $121,007)	85,959
Total Investments (cost $2,232,981)		$ 2,302,726
Receivable for investments sold		12,587
Receivable for fund shares sold		1,692
Dividends receivable		544
Distributions receivable from Fidelity Central Funds		737
Prepaid expenses		5
Other receivables		38
Total assets		2,318,329

Liabilities
Payable for investments purchased	$ 23,809
Payable for fund shares redeemed	1,874
Accrued management fee	1,081
Distribution fees payable	1
Other affiliated payables	499
Other payables and accrued expenses	196
Collateral on securities loaned, at value	249,252
Total liabilities		276,712

Net Assets		$ 2,041,617
Net Assets consist of:
Paid in capital		$ 2,189,713
Accumulated net investment loss		(2,864)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(214,839)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		69,607
Net Assets		$ 2,041,617

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2008 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($3,055.763 ÷ 174.747 shares)		$ 17.49

Maximum offering price per share (100/94.25 of $17.49)		$ 18.56
Class T: Net Asset Value and redemption price per share ($463.583 ÷ 26.576 shares)		$ 17.44

Maximum offering price per share (100/96.50 of $17.44)		$ 18.07
Class B: Net Asset Value and offering price per share ($370.097 ÷ 21.241 shares) ^A		$ 17.42

Class C: Net Asset Value and offering price per share ($396.071 ÷ 22.791 shares) ^A		$ 17.38

Small Cap Independence: Net Asset Value, offering price and redemption price per share ($2,037,159.728 ÷ 116,166.133 shares)		$ 17.54

Institutional Class: Net Asset Value, offering price and redemption price per share ($171.641 ÷ 9.789 shares)		$ 17.53

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)

Investment Income
Dividends (including $193 earned from other affiliated issuers)		$ 4,654
Interest		82
Income from Fidelity Central Funds (including $2,083 from security lending)		3,418
Total income		8,154

Expenses
Management fee Basic fee	$ 6,513
Performance adjustment	1,105
Transfer agent fees	2,796
Distribution fees	8
Accounting and security lending fees	352
Custodian fees and expenses	172
Independent trustees' compensation	4
Registration fees	73
Audit	27
Legal	6
Miscellaneous	111
Total expenses before reductions	11,167
Expense reductions	(150)	11,017
Net investment income (loss)		(2,863)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(181,068)
Other affiliated issuers	(26,978)
Total net realized gain (loss)		(208,046)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $74)	(303,570)
Assets and liabilities in foreign currencies	9
Total change in net unrealized appreciation (depreciation)		(303,561)
Net gain (loss)		(511,607)
Net increase (decrease) in net assets resulting from operations		$ (514,470)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,863)	$ (5,353)
Net realized gain (loss)	(208,046)	358,667
Change in net unrealized appreciation (depreciation)	(303,561)	248,674
Net increase (decrease) in net assets resulting from operations	(514,470)	601,988
Distributions to shareholders from net investment income	-	(5,903)
Distributions to shareholders from net realized gain	(284,425)	(276,274)
Total distributions	(284,425)	(282,177)
Share transactions - net increase (decrease)	236,091	(339,424)
Redemption fees	187	409
Total increase (decrease) in net assets	(562,617)	(19,204)

Net Assets
Beginning of period	2,604,234	2,623,438
End of period (including accumulated net investment loss of $2,864 and accumulated net investment loss of $1, respectively)	$ 2,041,617	$ 2,604,234

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.79	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.05)	(.07)^H
Net realized and unrealized gain (loss)	(4.51)	1.66
Total from investment operations	(4.56)	1.59
Distributions from net realized gain	(2.74)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.49	$ 24.79
Total Return^{B, C, D}	(19.89)%	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.30%^A	1.27%^A
Expenses net of fee waivers, if any	1.30%^A	1.27%^A
Expenses net of all reductions	1.29%^A	1.26%^A
Net investment income (loss)	(.53)%^A	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (in millions)	$ 3	$ 1
Portfolio turnover rate^G	92%^A	84%

^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 sales charges.

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

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

^H Investment income per share reflects a special dividend which amounted to $.01 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.66)%.

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.74	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.07)	(.10)^H
Net realized and unrealized gain (loss)	(4.52)	1.64
Total from investment operations	(4.59)	1.54
Distributions from net realized gain	(2.71)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.44	$ 24.74
Total Return^{B, C, D}	(20.05)%	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.58%^A	1.53%^A
Expenses net of fee waivers, if any	1.55%^A	1.53%^A
Expenses net of all reductions	1.54%^A	1.52%^A
Net investment income (loss)	(.78)%^A	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 464	$ 420
Portfolio turnover rate^G	92%^A	84%

^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 sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.69	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.15)^H
Net realized and unrealized gain (loss)	(4.51)	1.64
Total from investment operations	(4.63)	1.49
Distributions from net realized gain	(2.64)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.42	$ 24.69
Total Return^{B, C, D}	(20.22)%	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.08%^A	2.07%^A
Expenses net of fee waivers, if any	2.05%^A	2.05%^A
Expenses net of all reductions	2.04%^A	2.04%^A
Net investment income (loss)	(1.28)%^A	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 370	$ 419
Portfolio turnover rate^G	92%^A	84%

^A Annualized

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

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

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.71	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.15)^H
Net realized and unrealized gain (loss)	(4.51)	1.66
Total from investment operations	(4.63)	1.51
Distributions from net realized gain	(2.70)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.38	$ 24.71
Total Return^{B, C, D}	(20.21)%	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.09%^A	1.98%^A
Expenses net of fee waivers, if any	2.05%^A	1.98%^A
Expenses net of all reductions	2.04%^A	1.97%^A
Net investment income (loss)	(1.28)%^A	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 396	$ 294
Portfolio turnover rate^G	92%^A	84%

^A Annualized

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

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

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Small Cap Independence

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.04)^G	.07^H	.10^I	(.09)	(.08)
Net realized and unrealized gain (loss)	(4.53)	5.01	2.75	3.31	1.52	3.38
Total from investment operations	(4.55)	4.97	2.82	3.41	1.43	3.30
Distributions from net investment income	-	(.05)	(.07)	-	-	-
Distributions from net realized gain	(2.72)	(2.34)	(1.34)	(.89)	-	-
Total distributions	(2.72)	(2.39)	(1.41)	(.89)	-	-
Redemption fees added to paid in capital^D	-^K	-^K	-^K	-^K	-^K	.01
Net asset value, end of period	$ 17.54	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87
Total Return^{B, C}	(19.80)%	24.42%	14.08%	19.05%	8.48%	24.41%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	1.04%^A	1.01%	.86%	.78%	.95%	1.06%
Expenses net of fee waivers, if any	1.04%^A	1.00%	.86%	.78%	.95%	1.06%
Expenses net of all reductions	1.03%^A	.99%	.81%	.75%	.91%	.93%
Net investment income (loss)	(.27)%^A	(.20)%^G	.32%^H	.49%^I	(.49)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,037	$ 2,602	$ 2,623	$ 1,609	$ 945	$ 933
Portfolio turnover rate^F	92%^A	84%	126%	61%	95%	220%

^A Annualized

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.29)%.

^H Investment income per share reflects a special dividend which amounted to $.02 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .22%.

^I Investment income per share reflects a special dividend which amounted to $.12 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been (.10)%.

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.82	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.03)^G
Net realized and unrealized gain (loss)	(4.54)	1.65
Total from investment operations	(4.56)	1.62
Distributions from net realized gain	(2.73)	-
Redemption fees added to paid in capital^D	-^J	-^J
Net asset value, end of period	$ 17.53	$ 24.82
Total Return^{B, C}	(19.82)%	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.98%^A	.94%^A
Expenses net of fee waivers, if any	.98%^A	.94%^A
Expenses net of all reductions	.98%^A	.93%^A
Net investment income (loss)	(.22)%^A	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 172	$ 162
Portfolio turnover rate^F	92%^A	84%

^A Annualized

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

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

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

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

^H For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

^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, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

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 Fund offers Class A, Class T, Class B, Class C, Small Cap Independence and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Book-tax differences are primarily due to short-term capital gains, foreign currency transactions, deferred trustees compensation, passive foreign investment companies and losses deferred due to wash sales.

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

Unrealized appreciation	$ 318,732
Unrealized depreciation	(254,596)
Net unrealized appreciation (depreciation)	$ 64,136
Cost for federal income tax purposes	$ 2,238,590

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.

4. Operating Policies.

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $976,880 and $1,083,344, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and a group fee rate that averaged ..26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Small Cap Independence as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

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

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 3	$ 1
Class T	.25%	.25%	1	-
Class B	.75%	.25%	2	1
Class C	.75%	.25%	2	2
			$ 8	$ 4

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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

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

	Retained by FDC
Class A	$ 3
Class T	-
Class B*	-
Class C*	-
	$ 3

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the transfer agent for Small Cap Independence shares. For the period, each class paid the following transfer agent fees:

	Amount	% of Average Net Assets*
Class A	$ 3	.29
Class T	1	.31
Class B	1	.30
Class C	1	.31
Small Cap Independence	2,790	.26
Institutional Class	-	.21
	$ 2,796

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

7. 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, which amounted to $2 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, including commitment fees, are excluded from this reimbursement.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Class A	1.30%	$ -
Class T	1.55%	-
Class B	2.05%	-
Class C	2.05%	-
		$ -

FMR voluntarily agreed to reimburse a portion of the Small Cap Independence's operating expenses. During the period, this reimbursement reduced the class' expenses by $41.

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 $69 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Small Cap Independence	$ 40

10. Other.

Semiannual Report

10. Other - continued

of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $377, which is recorded in the accompanying Statement of Operations.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2008	Year ended October 31, 2007
From net investment income
Small Cap Independence	$ -	$ 5,903
From net realized gain
Class A	$ 217	$ -
Class T	52	-
Class B	46	-
Class C	51	-
Small Cap Independence	284,040	276,274
Institutional Class	19	-
Total	$ 284,425	$ 276,274

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2008	Year ended October 31, 2007 ^A	Six months ended April 30, 2008	Year ended October 31, 2007 ^A
Class A
Shares sold	142	40	$ 2,713	$ 939
Reinvestment of distributions	11	-	215	-
Shares redeemed	(18)	-	(311)	(2)
Net increase (decrease)	135	40	$ 2,617	$ 937

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2008	Year ended October 31, 2007 ^A	Six months ended April 30, 2008	Year ended October 31, 2007 ^A
Class T
Shares sold	11	18	$ 215	$ 429
Reinvestment of distributions	3	-	52	-
Shares redeemed	(4)	(1)	(74)	(27)
Net increase (decrease)	10	17	$ 193	$ 402
Class B
Shares sold	3	18	$ 56	$ 417
Reinvestment of distributions	2	-	45	-
Shares redeemed	(1)	(1)	(18)	(12)
Net increase (decrease)	4	17	$ 83	$ 405
Class C
Shares sold	25	12	$ 480	$ 281
Reinvestment of distributions	2	-	48	-
Shares redeemed	(16)	-	(270)	-
Net increase (decrease)	11	12	$ 258	$ 281
Small Cap Independence
Shares sold	13,175	32,042	$ 245,025	$ 729,762
Reinvestment of distributions	13,819	13,404	279,429	278,946
Shares redeemed	(15,711)	(58,553)	(291,577)	(1,350,306)
Net increase (decrease)	11,283	(13,107)	$ 232,877	$ (341,598)
Institutional Class
Shares sold	2	7	$ 45	$ 152
Reinvestment of distributions	1	-	19	-
Shares redeemed	-	-	(1)	-
Net increase (decrease)	3	7	$ 63	$ 152

^A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Managing Your Investments

By Phone

(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

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 Research & Analysis Company

Fidelity Management & Research
(U.K.) 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 Service Agent

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

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and Account Assistance 1-800-544-6666

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for the deaf and hearing impaired
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(automated graphic) Automated line for quickest service

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

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

Semiannual Report

April 30, 2008

Class A, Class T, Class B,
and Class C are classes of
Fidelity® Small Cap Independence Fund

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Class A
Actual	$ 1,000.00	$ 801.10	$ 5.82
Hypothetical ^A	$ 1,000.00	$ 1,018.40	$ 6.52
Class T
Actual	$ 1,000.00	$ 799.50	$ 6.93
Hypothetical ^A	$ 1,000.00	$ 1,017.16	$ 7.77
Class B
Actual	$ 1,000.00	$ 797.80	$ 9.16
Hypothetical ^A	$ 1,000.00	$ 1,014.67	$ 10.27
Class C
Actual	$ 1,000.00	$ 797.90	$ 9.16
Hypothetical ^A	$ 1,000.00	$ 1,014.67	$ 10.27
Small Cap Independence
Actual	$ 1,000.00	$ 802.00	$ 4.66
Hypothetical ^A	$ 1,000.00	$ 1,019.69	$ 5.22
Institutional Class
Actual	$ 1,000.00	$ 801.80	$ 4.39
Hypothetical ^A	$ 1,000.00	$ 1,019.99	$ 4.92

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.30%
Class T	1.55%
Class B	2.05%
Class C	2.05%
Small Cap Independence	1.04%
Institutional Class	.98%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Fourlis Holdings SA	2.8	3.0
Superior Energy Services, Inc.	2.4	1.2
Corrections Corp. of America	1.9	1.6
ValueClick, Inc.	1.5	2.5
Cabot Oil & Gas Corp.	1.3	0.9
Corn Products International, Inc.	1.3	0.7
Rush Enterprises, Inc. Class A	1.3	0.8
Corin Group PLC	1.2	1.7
Green Mountain Coffee Roasters, Inc.	1.2	0.8
Q-Cells AG	1.2	1.3
	16.1
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.7	18.7
Industrials	18.0	18.6
Energy	15.2	11.8
Information Technology	13.2	18.7
Financials	9.6	6.8

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks and Investment Companies 92.3%			Stocks and Investment Companies 96.1%
	Short-Term Investments and Net Other Assets 7.7%			Short-Term Investments and Net Other Assets 3.9%
* Foreign investments		17.6%	** Foreign investments		24.8%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.7%
Auto Components - 0.6%
Gentex Corp.	600,600		$ 11,219
Distributors - 0.2%
LKQ Corp. (a)	190,800		4,152
Diversified Consumer Services - 1.3%
Hillenbrand, Inc. (a)	336,000		6,397
Nord Anglia Education PLC (a)	819,300		4,537
Princeton Review, Inc. (a)	663,800		5,018
Stewart Enterprises, Inc. Class A	1,391,700		9,505
			25,457
Hotels, Restaurants & Leisure - 4.1%
Advani Hotels & Resorts (India) Ltd. (a)	710,710		1,625
BJ's Restaurants, Inc. (a)	283,800		3,956
Carluccio's PLC (e)	3,651,892		10,274
Denny's Corp. (a)	2,931,800		9,235
IHOP Corp. (d)	155,300		7,243
McCormick & Schmick's Seafood Restaurants (a)(e)	779,169		9,373
P.F. Chang's China Bistro, Inc. (a)(d)	325,800		10,110
Ruth's Chris Steak House, Inc. (a)	415,000		3,050
The Restaurant Group PLC	3,277,922		9,255
Vail Resorts, Inc. (a)(d)	416,600		20,343
			84,464
Household Durables - 3.6%
Fourlis Holdings SA	1,824,607		57,829
Pulte Homes, Inc. (d)	656,000		8,554
Ryland Group, Inc.	226,600		7,247
			73,630
Internet & Catalog Retail - 0.3%
ASOS PLC (a)	1,071,000		6,356
Leisure Equipment & Products - 0.2%
RC2 Corp. (a)	182,400		3,374
Media - 3.4%
Carmike Cinemas, Inc. (d)(e)	692,600		5,679
CTC Media, Inc. (a)	654,400		16,929
Focus Media Holding Ltd. ADR (a)	167,500		6,179
Lamar Advertising Co. Class A	135,200		5,346
National CineMedia, Inc.	736,435		14,110
Powerleague Group PLC	3,604,985		4,480
Regal Entertainment Group Class A	832,800		15,790
			68,513
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 3.9%
bebe Stores, Inc.	525,400		$ 5,249
Citi Trends, Inc. (a)(d)	499,400		10,557
Gamestop Corp. Class A (a)	139,000		7,651
Pier 1 Imports, Inc. (a)(d)	1,224,600		9,552
Shoe Carnival, Inc. (a)	509,200		7,114
The Game Group PLC	1,067,200		5,819
The Men's Wearhouse, Inc.	451,300		12,018
Tween Brands, Inc. (a)	209,400		3,979
Williams-Sonoma, Inc. (d)	700,700		18,498
			80,437
Textiles, Apparel & Luxury Goods - 1.1%
Odd Molly International AB (a)(e)	336,400		5,281
Timberland Co. Class A (a)	240,800		3,516
True Religion Apparel, Inc. (a)(d)	387,100		7,107
Volcom, Inc. (a)	327,871		6,226
Worldwide Brand Management AB	77,350		814
			22,944
TOTAL CONSUMER DISCRETIONARY			380,546
CONSUMER STAPLES - 3.2%
Food Products - 2.8%
Corn Products International, Inc.	575,000		26,669
Diamond Foods, Inc.	261,800		5,592
Green Mountain Coffee Roasters, Inc. (a)(d)	756,549		24,361
Vilmorin & Cie	9,100		1,702
			58,324
Personal Products - 0.4%
Chattem, Inc. (a)(d)	105,400		7,365
TOTAL CONSUMER STAPLES			65,689
ENERGY - 15.2%
Energy Equipment & Services - 6.2%
Atwood Oceanics, Inc. (a)	50,326		5,067
Core Laboratories NV (a)	97,900		12,265
Dril-Quip, Inc. (a)	145,100		8,294
ION Geophysical Corp. (a)	673,500		10,729
John Wood Group PLC	735,200		6,278
Nabors Industries Ltd. (a)	162,800		6,112
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Oil States International, Inc. (a)	278,800		$ 13,957
Subsea 7, Inc. (a)(d)	536,500		14,150
Superior Energy Services, Inc. (a)	1,101,700		48,893
			125,745
Oil, Gas & Consumable Fuels - 9.0%
Alpha Natural Resources, Inc. (a)	280,300		13,637
Cabot Oil & Gas Corp.	477,300		27,192
Encore Acquisition Co. (a)	331,850		15,142
EXCO Resources, Inc. (a)	552,400		12,330
Forest Oil Corp. (a)	76,800		4,526
Foundation Coal Holdings, Inc.	209,800		12,584
Goodrich Petroleum Corp. (a)(d)	473,300		15,988
Holly Corp.	118,700		4,924
International Coal Group, Inc. (a)(d)	1,904,300		15,158
Kodiak Oil & Gas Corp. (a)	2,343,800		7,547
Mariner Energy, Inc. (a)	685,614		18,896
OPTI Canada, Inc. (a)	604,800		12,803
Patriot Coal Corp. (a)	104,500		6,902
Plains Exploration & Production Co. (a)	253,400		15,782
			183,411
TOTAL ENERGY			309,156
FINANCIALS - 9.6%
Capital Markets - 1.3%
GLG Partners, Inc.	22,600		186
GLG Partners, Inc.:
unit	162,800		1,675
warrants 12/28/11 (a)	310,500		699
Greenhill & Co., Inc. (d)	83,800		5,451
Janus Capital Group, Inc.	631,300		17,714
			25,725
Commercial Banks - 1.3%
CVB Financial Corp.	383,400		4,401
Pacific Premier Bancorp, Inc. (a)	143,767		1,085
UCBH Holdings, Inc. (d)	879,000		6,399
UMB Financial Corp.	287,800		14,286
			26,171
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 1.0%
India Hospitality Corp. (a)	833,320		$ 5,250
JSE Ltd.	793,600		6,850
MSCI, Inc. Class A	301,800		9,362
			21,462
Insurance - 1.5%
Aspen Insurance Holdings Ltd.	592,800		15,407
LandAmerica Financial Group, Inc. (d)	111,600		3,203
Montpelier Re Holdings Ltd.	787,924		13,001
			31,611
Real Estate Investment Trusts - 1.3%
Corporate Office Properties Trust (SBI)	189,200		7,057
Home Properties, Inc.	160,985		8,463
SL Green Realty Corp.	115,200		10,691
			26,211
Real Estate Management & Development - 0.5%
Orchid Developments Group Ltd. (a)	2,219,000		5,758
Unite Group PLC	676,087		3,912
			9,670
Thrifts & Mortgage Finance - 2.7%
Astoria Financial Corp.	269,600		6,390
Imperial Capital Bancorp, Inc. (e)	300,000		4,521
New York Community Bancorp, Inc. (d)	411,800		7,688
NewAlliance Bancshares, Inc.	587,400		7,906
People's United Financial, Inc.	648,400		11,003
Washington Federal, Inc.	769,300		18,317
			55,825
TOTAL FINANCIALS			196,675
HEALTH CARE - 8.5%
Biotechnology - 0.6%
Alnylam Pharmaceuticals, Inc. (a)	32,300		810
Cougar Biotechnology, Inc. (a)	44,000		888
Indevus Pharmaceuticals, Inc. (a)	2,064,500		9,930
			11,628
Health Care Equipment & Supplies - 3.7%
Conceptus, Inc. (a)(d)	1,159,783		20,899
Corin Group PLC (e)	2,578,639		24,661
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Quidel Corp. (a)	1,083,416		$ 17,345
Zoll Medical Corp. (a)	405,900		13,549
			76,454
Health Care Providers & Services - 2.5%
Capital Senior Living Corp. (a)	1,323,326		11,262
Emeritus Corp. (a)(d)	917,000		22,604
Genoptix, Inc.	154,100		4,227
Sun Healthcare Group, Inc. (a)	566,542		7,450
Virtual Radiologic Corp.	324,100		4,528
			50,071
Health Care Technology - 0.4%
Vital Images, Inc. (a)(d)	546,700		8,255
Life Sciences Tools & Services - 0.6%
Pharmaceutical Product Development, Inc.	127,400		5,277
QIAGEN NV (a)	320,000		7,107
			12,384
Pharmaceuticals - 0.7%
BioMimetic Therapeutics, Inc. (a)(d)	253,657		2,491
XenoPort, Inc. (a)	285,058		12,195
			14,686
TOTAL HEALTH CARE			173,478
INDUSTRIALS - 18.0%
Aerospace & Defense - 1.4%
Hexcel Corp. (a)	366,800		8,209
Orbital Sciences Corp. (a)	396,900		10,681
Spirit AeroSystems Holdings, Inc. Class A (a)	293,500		8,561
			27,451
Airlines - 0.2%
AirTran Holdings, Inc. (a)(d)	795,000		2,711
UAL Corp.	132,200		1,970
			4,681
Building Products - 0.1%
Groupe Vial (a)	63,741		1,164
PGT, Inc. (a)	492,802		1,572
			2,736
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - 5.2%
Casella Waste Systems, Inc. Class A (a)	442,500		$ 4,717
Corrections Corp. of America (a)	1,492,956		38,070
First Advantage Corp. Class A (a)	338,800		6,949
GeoEye, Inc. (a)	175,000		4,030
Huron Consulting Group, Inc. (a)	150,430		6,297
InnerWorkings, Inc. (a)(d)	1,376,900		18,506
Navigant Consulting, Inc. (a)	589,100		11,853
The Geo Group, Inc. (a)	481,500		12,736
YouGov PLC (a)	886,932		2,583
			105,741
Construction & Engineering - 1.4%
I Kloukinas-I Lappas SA	493,600		4,993
Quanta Services, Inc. (a)	494,248		13,117
URS Corp. (a)	242,873		9,797
			27,907
Electrical Equipment - 3.5%
American Superconductor Corp. (a)(d)	385,000		9,733
Ceres Power Holdings PLC (a)	1,131,800		3,308
Q-Cells AG (a)(d)	205,200		24,029
SolarWorld AG (d)	324,200		17,496
Sunpower Corp. Class A (a)(d)	113,100		9,870
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	172,800		7,729
			72,165
Machinery - 1.4%
Donaldson Co., Inc.	107,300		4,672
Flow International Corp. (a)	1,207,000		12,106
Sulzer AG (Reg.)	96,170		12,620
			29,398
Road & Rail - 2.8%
Celadon Group, Inc. (a)	910,800		9,372
Con-way, Inc.	98,400		4,551
J.B. Hunt Transport Services, Inc.	418,000		14,199
Landstar System, Inc.	199,300		10,356
Marten Transport Ltd. (a)	804,700		13,117
Old Dominion Freight Lines, Inc. (a)	175,500		5,388
			56,983
Trading Companies & Distributors - 2.0%
Beacon Roofing Supply, Inc. (a)(d)	589,150		6,274
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Bergman & Beving AB (B Shares)	282,458		$ 8,727
Rush Enterprises, Inc. Class A (a)(e)	1,623,450		26,170
			41,171
TOTAL INDUSTRIALS			368,233
INFORMATION TECHNOLOGY - 13.2%
Communications Equipment - 0.8%
Infinera Corp.	151,081		1,913
Polycom, Inc. (a)	695,400		15,577
			17,490
Computers & Peripherals - 0.5%
NCR Corp. (a)	461,309		11,362
Electronic Equipment & Instruments - 1.6%
FLIR Systems, Inc. (a)	532,838		18,292
Ingram Micro, Inc. Class A (a)	807,800		13,741
			32,033
Internet Software & Services - 3.6%
Bankrate, Inc. (a)(d)	292,317		15,271
Blinkx PLC	6,882,800		2,258
Internet Brands, Inc. Class A	655,300		4,266
LoopNet, Inc. (a)(d)	1,292,841		14,596
Omniture, Inc. (a)	297,637		6,792
ValueClick, Inc. (a)(d)	1,490,500		29,735
			72,918
IT Services - 2.3%
Alliance Data Systems Corp. (a)	164,100		9,421
ExlService Holdings, Inc. (a)	700,999		17,609
Patni Computer Systems Ltd. sponsored ADR (d)	1,013,800		13,605
Syntel, Inc.	190,603		6,311
			46,946
Semiconductors & Semiconductor Equipment - 1.9%
Eagle Test Systems, Inc. (a)	583,300		7,040
Intersil Corp. Class A	357,800		9,560
MKS Instruments, Inc. (a)	368,800		8,427
Silicon Motion Technology Corp. sponsored ADR (a)(d)	146,280		2,550
Skyworks Solutions, Inc. (a)	1,240,900		10,783
			38,360
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 2.5%
Ansys, Inc. (a)	380,670		$ 15,314
Citrix Systems, Inc. (a)	146,300		4,791
Concur Technologies, Inc. (a)	358,300		11,874
FactSet Research Systems, Inc.	139,300		8,362
Quality Systems, Inc. (d)	67,600		2,171
Quest Software, Inc. (a)	627,900		8,364
			50,876
TOTAL INFORMATION TECHNOLOGY			269,985
MATERIALS - 3.9%
Chemicals - 2.0%
Calgon Carbon Corp. (a)(d)	1,326,588		18,904
FMC Corp.	99,800		6,265
Hercules, Inc.	435,800		8,193
Minerals Technologies, Inc.	115,700		7,838
			41,200
Containers & Packaging - 0.5%
Crown Holdings, Inc. (a)	195,100		5,236
Rock-Tenn Co. Class A	152,400		5,171
			10,407
Metals & Mining - 1.4%
Carpenter Technology Corp.	165,800		8,502
RTI International Metals, Inc. (a)	233,100		9,601
Shore Gold, Inc. (a)	1,550,000		5,602
Toledo Mining Corp. PLC (a)	1,191,300		3,316
			27,021
TOTAL MATERIALS			78,628
UTILITIES - 0.4%
Independent Power Producers & Energy Traders - 0.4%
Clipper Windpower PLC (a)	407,300		4,158
Vergnet SA	271,600		4,367
			8,525
TOTAL COMMON STOCKS (Cost $1,783,118)		1,850,915
Investment Companies - 1.6%
	Shares		Value (000s)
iShares Dow Jones U.S. Real Estate Index ETF (d)	313,200		$ 21,573
KBW Regional Banking ETF	314,000		10,930
TOTAL INVESTMENT COMPANIES (Cost $30,555)		32,503
Money Market Funds - 20.5%

Fidelity Cash Central Fund, 2.51% (b)	170,055,748		170,056
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	249,251,897		249,252
TOTAL MONEY MARKET FUNDS (Cost $419,308)		419,308
TOTAL INVESTMENT PORTFOLIO - 112.8% (Cost $2,232,981)			2,302,726
NET OTHER ASSETS - (12.8)%			(261,109)
NET ASSETS - 100%		$ 2,041,617

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 1,335
Fidelity Securities Lending Cash Central Fund	2,083
Total	$ 3,418

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Carluccio's PLC	$ 17,207	$ 2,381	$ 4,327	$ 145	$ 10,274
Carmike Cinemas, Inc.	14,968	-	2,977	-	5,679
Conceptus, Inc.	32,693	14,905	18,350	-	-
Corin Group PLC	43,449	1,871	8,153	-	24,661
Imperial Capital Bancorp, Inc.	-	6,922	-	48	4,521
McCormick & Schmick's Seafood Restaurants	13,230	-	-	-	9,373
Odd Molly International AB	2,834	13,472	3,895	-	5,281
Premier Exhibitions, Inc.	23,028	3,882	13,123	-	-
Rush Enterprises, Inc. Class A	20,785	6,116	-	-	26,170
Total	$ 168,194	$ 49,549	$ 50,825	$ 193	$ 85,959

Other Information

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

United States of America	82.4%
United Kingdom	4.3%
Greece	3.1%
Germany	2.0%
Cayman Islands	1.6%
Bermuda	1.3%
Canada	1.3%
Others (individually less than 1%)	4.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	April 30, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $240,479) - See accompanying schedule: Unaffiliated issuers (cost $1,692,666)	$ 1,797,459
Fidelity Central Funds (cost $419,308)	419,308
Other affiliated issuers (cost $121,007)	85,959
Total Investments (cost $2,232,981)		$ 2,302,726
Receivable for investments sold		12,587
Receivable for fund shares sold		1,692
Dividends receivable		544
Distributions receivable from Fidelity Central Funds		737
Prepaid expenses		5
Other receivables		38
Total assets		2,318,329

Liabilities
Payable for investments purchased	$ 23,809
Payable for fund shares redeemed	1,874
Accrued management fee	1,081
Distribution fees payable	1
Other affiliated payables	499
Other payables and accrued expenses	196
Collateral on securities loaned, at value	249,252
Total liabilities		276,712

Net Assets		$ 2,041,617
Net Assets consist of:
Paid in capital		$ 2,189,713
Accumulated net investment loss		(2,864)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(214,839)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		69,607
Net Assets		$ 2,041,617

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2008 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($3,055.763 ÷ 174.747 shares)		$ 17.49

Maximum offering price per share (100/94.25 of $17.49)		$ 18.56
Class T: Net Asset Value and redemption price per share ($463.583 ÷ 26.576 shares)		$ 17.44

Maximum offering price per share (100/96.50 of $17.44)		$ 18.07
Class B: Net Asset Value and offering price per share ($370.097 ÷ 21.241 shares) ^A		$ 17.42

Class C: Net Asset Value and offering price per share ($396.071 ÷ 22.791 shares) ^A		$ 17.38

Small Cap Independence: Net Asset Value, offering price and redemption price per share ($2,037,159.728 ÷ 116,166.133 shares)		$ 17.54

Institutional Class: Net Asset Value, offering price and redemption price per share ($171.641 ÷ 9.789 shares)		$ 17.53

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)

Investment Income
Dividends (including $193 earned from other affiliated issuers)		$ 4,654
Interest		82
Income from Fidelity Central Funds (including $2,083 from security lending)		3,418
Total income		8,154

Expenses
Management fee Basic fee	$ 6,513
Performance adjustment	1,105
Transfer agent fees	2,796
Distribution fees	8
Accounting and security lending fees	352
Custodian fees and expenses	172
Independent trustees' compensation	4
Registration fees	73
Audit	27
Legal	6
Miscellaneous	111
Total expenses before reductions	11,167
Expense reductions	(150)	11,017
Net investment income (loss)		(2,863)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(181,068)
Other affiliated issuers	(26,978)
Total net realized gain (loss)		(208,046)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $74)	(303,570)
Assets and liabilities in foreign currencies	9
Total change in net unrealized appreciation (depreciation)		(303,561)
Net gain (loss)		(511,607)
Net increase (decrease) in net assets resulting from operations		$ (514,470)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,863)	$ (5,353)
Net realized gain (loss)	(208,046)	358,667
Change in net unrealized appreciation (depreciation)	(303,561)	248,674
Net increase (decrease) in net assets resulting from operations	(514,470)	601,988
Distributions to shareholders from net investment income	-	(5,903)
Distributions to shareholders from net realized gain	(284,425)	(276,274)
Total distributions	(284,425)	(282,177)
Share transactions - net increase (decrease)	236,091	(339,424)
Redemption fees	187	409
Total increase (decrease) in net assets	(562,617)	(19,204)

Net Assets
Beginning of period	2,604,234	2,623,438
End of period (including accumulated net investment loss of $2,864 and accumulated net investment loss of $1, respectively)	$ 2,041,617	$ 2,604,234

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.79	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.05)	(.07)^H
Net realized and unrealized gain (loss)	(4.51)	1.66
Total from investment operations	(4.56)	1.59
Distributions from net realized gain	(2.74)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.49	$ 24.79
Total Return^{B, C, D}	(19.89)%	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.30%^A	1.27%^A
Expenses net of fee waivers, if any	1.30%^A	1.27%^A
Expenses net of all reductions	1.29%^A	1.26%^A
Net investment income (loss)	(.53)%^A	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (in millions)	$ 3	$ 1
Portfolio turnover rate^G	92%^A	84%

^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 sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.74	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.07)	(.10)^H
Net realized and unrealized gain (loss)	(4.52)	1.64
Total from investment operations	(4.59)	1.54
Distributions from net realized gain	(2.71)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.44	$ 24.74
Total Return^{B, C, D}	(20.05)%	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.58%^A	1.53%^A
Expenses net of fee waivers, if any	1.55%^A	1.53%^A
Expenses net of all reductions	1.54%^A	1.52%^A
Net investment income (loss)	(.78)%^A	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 464	$ 420
Portfolio turnover rate^G	92%^A	84%

^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 sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.69	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.15)^H
Net realized and unrealized gain (loss)	(4.51)	1.64
Total from investment operations	(4.63)	1.49
Distributions from net realized gain	(2.64)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.42	$ 24.69
Total Return^{B, C, D}	(20.22)%	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.08%^A	2.07%^A
Expenses net of fee waivers, if any	2.05%^A	2.05%^A
Expenses net of all reductions	2.04%^A	2.04%^A
Net investment income (loss)	(1.28)%^A	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 370	$ 419
Portfolio turnover rate^G	92%^A	84%

^A Annualized

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

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

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.71	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.15)^H
Net realized and unrealized gain (loss)	(4.51)	1.66
Total from investment operations	(4.63)	1.51
Distributions from net realized gain	(2.70)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.38	$ 24.71
Total Return^{B, C, D}	(20.21)%	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.09%^A	1.98%^A
Expenses net of fee waivers, if any	2.05%^A	1.98%^A
Expenses net of all reductions	2.04%^A	1.97%^A
Net investment income (loss)	(1.28)%^A	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 396	$ 294
Portfolio turnover rate^G	92%^A	84%

^A Annualized

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

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

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Small Cap Independence

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.04)^G	.07^H	.10^I	(.09)	(.08)
Net realized and unrealized gain (loss)	(4.53)	5.01	2.75	3.31	1.52	3.38
Total from investment operations	(4.55)	4.97	2.82	3.41	1.43	3.30
Distributions from net investment income	-	(.05)	(.07)	-	-	-
Distributions from net realized gain	(2.72)	(2.34)	(1.34)	(.89)	-	-
Total distributions	(2.72)	(2.39)	(1.41)	(.89)	-	-
Redemption fees added to paid in capital^D	-^K	-^K	-^K	-^K	-^K	.01
Net asset value, end of period	$ 17.54	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87
Total Return^{B, C}	(19.80)%	24.42%	14.08%	19.05%	8.48%	24.41%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	1.04%^A	1.01%	.86%	.78%	.95%	1.06%
Expenses net of fee waivers, if any	1.04%^A	1.00%	.86%	.78%	.95%	1.06%
Expenses net of all reductions	1.03%^A	.99%	.81%	.75%	.91%	.93%
Net investment income (loss)	(.27)%^A	(.20)%^G	.32%^H	.49%^I	(.49)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,037	$ 2,602	$ 2,623	$ 1,609	$ 945	$ 933
Portfolio turnover rate^F	92%^A	84%	126%	61%	95%	220%

^A Annualized

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.82	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.03)^G
Net realized and unrealized gain (loss)	(4.54)	1.65
Total from investment operations	(4.56)	1.62
Distributions from net realized gain	(2.73)	-
Redemption fees added to paid in capital^D	-^J	-^J
Net asset value, end of period	$ 17.53	$ 24.82
Total Return^{B, C}	(19.82)%	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.98%^A	.94%^A
Expenses net of fee waivers, if any	.98%^A	.94%^A
Expenses net of all reductions	.98%^A	.93%^A
Net investment income (loss)	(.22)%^A	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 172	$ 162
Portfolio turnover rate^F	92%^A	84%

^A Annualized

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

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

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

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

^H For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^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, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 318,732
Unrealized depreciation	(254,596)
Net unrealized appreciation (depreciation)	$ 64,136
Cost for federal income tax purposes	$ 2,238,590

4. Operating Policies.

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $976,880 and $1,083,344, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and a group fee rate that averaged ..26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Small Cap Independence as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 3	$ 1
Class T	.25%	.25%	1	-
Class B	.75%	.25%	2	1
Class C	.75%	.25%	2	2
			$ 8	$ 4

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	$ 3
Class T	-
Class B*	-
Class C*	-
	$ 3

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

	Amount	% of Average Net Assets*
Class A	$ 3	.29
Class T	1	.31
Class B	1	.30
Class C	1	.31
Small Cap Independence	2,790	.26
Institutional Class	-	.21
	$ 2,796

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

7. 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, which amounted to $2 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Expense Reductions.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Class A	1.30%	$ -
Class T	1.55%	-
Class B	2.05%	-
Class C	2.05%	-
		$ -

FMR voluntarily agreed to reimburse a portion of the Small Cap Independence's operating expenses. During the period, this reimbursement reduced the class' expenses by $41.

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 $69 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Small Cap Independence	$ 40

10. Other.

Semiannual Report

10. Other - continued

of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $377, which is recorded in the accompanying Statement of Operations.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2008	Year ended October 31, 2007
From net investment income
Small Cap Independence	$ -	$ 5,903
From net realized gain
Class A	$ 217	$ -
Class T	52	-
Class B	46	-
Class C	51	-
Small Cap Independence	284,040	276,274
Institutional Class	19	-
Total	$ 284,425	$ 276,274

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2008	Year ended October 31, 2007 ^A	Six months ended April 30, 2008	Year ended October 31, 2007 ^A
Class A
Shares sold	142	40	$ 2,713	$ 939
Reinvestment of distributions	11	-	215	-
Shares redeemed	(18)	-	(311)	(2)
Net increase (decrease)	135	40	$ 2,617	$ 937

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2008	Year ended October 31, 2007 ^A	Six months ended April 30, 2008	Year ended October 31, 2007 ^A
Class T
Shares sold	11	18	$ 215	$ 429
Reinvestment of distributions	3	-	52	-
Shares redeemed	(4)	(1)	(74)	(27)
Net increase (decrease)	10	17	$ 193	$ 402
Class B
Shares sold	3	18	$ 56	$ 417
Reinvestment of distributions	2	-	45	-
Shares redeemed	(1)	(1)	(18)	(12)
Net increase (decrease)	4	17	$ 83	$ 405
Class C
Shares sold	25	12	$ 480	$ 281
Reinvestment of distributions	2	-	48	-
Shares redeemed	(16)	-	(270)	-
Net increase (decrease)	11	12	$ 258	$ 281
Small Cap Independence
Shares sold	13,175	32,042	$ 245,025	$ 729,762
Reinvestment of distributions	13,819	13,404	279,429	278,946
Shares redeemed	(15,711)	(58,553)	(291,577)	(1,350,306)
Net increase (decrease)	11,283	(13,107)	$ 232,877	$ (341,598)
Institutional Class
Shares sold	2	7	$ 45	$ 152
Reinvestment of distributions	1	-	19	-
Shares redeemed	-	-	(1)	-
Net increase (decrease)	3	7	$ 63	$ 152

^A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

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ASCS-USAN-0608
1.843152.100

(Fidelity Investment logo)(registered trademark)

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor
Small Cap Independence
Fund - Institutional Class

Semiannual Report

April 30, 2008

Institutional Class is a
class of Fidelity® Small Cap
Independence Fund

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Class A
Actual	$ 1,000.00	$ 801.10	$ 5.82
Hypothetical ^A	$ 1,000.00	$ 1,018.40	$ 6.52
Class T
Actual	$ 1,000.00	$ 799.50	$ 6.93
Hypothetical ^A	$ 1,000.00	$ 1,017.16	$ 7.77
Class B
Actual	$ 1,000.00	$ 797.80	$ 9.16
Hypothetical ^A	$ 1,000.00	$ 1,014.67	$ 10.27
Class C
Actual	$ 1,000.00	$ 797.90	$ 9.16
Hypothetical ^A	$ 1,000.00	$ 1,014.67	$ 10.27
Small Cap Independence
Actual	$ 1,000.00	$ 802.00	$ 4.66
Hypothetical ^A	$ 1,000.00	$ 1,019.69	$ 5.22
Institutional Class
Actual	$ 1,000.00	$ 801.80	$ 4.39
Hypothetical ^A	$ 1,000.00	$ 1,019.99	$ 4.92

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.30%
Class T	1.55%
Class B	2.05%
Class C	2.05%
Small Cap Independence	1.04%
Institutional Class	.98%

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Fourlis Holdings SA	2.8	3.0
Superior Energy Services, Inc.	2.4	1.2
Corrections Corp. of America	1.9	1.6
ValueClick, Inc.	1.5	2.5
Cabot Oil & Gas Corp.	1.3	0.9
Corn Products International, Inc.	1.3	0.7
Rush Enterprises, Inc. Class A	1.3	0.8
Corin Group PLC	1.2	1.7
Green Mountain Coffee Roasters, Inc.	1.2	0.8
Q-Cells AG	1.2	1.3
	16.1
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	18.7	18.7
Industrials	18.0	18.6
Energy	15.2	11.8
Information Technology	13.2	18.7
Financials	9.6	6.8

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks and Investment Companies 92.3%			Stocks and Investment Companies 96.1%
	Short-Term Investments and Net Other Assets 7.7%			Short-Term Investments and Net Other Assets 3.9%
* Foreign investments		17.6%	** Foreign investments		24.8%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.7%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 18.7%
Auto Components - 0.6%
Gentex Corp.	600,600		$ 11,219
Distributors - 0.2%
LKQ Corp. (a)	190,800		4,152
Diversified Consumer Services - 1.3%
Hillenbrand, Inc. (a)	336,000		6,397
Nord Anglia Education PLC (a)	819,300		4,537
Princeton Review, Inc. (a)	663,800		5,018
Stewart Enterprises, Inc. Class A	1,391,700		9,505
			25,457
Hotels, Restaurants & Leisure - 4.1%
Advani Hotels & Resorts (India) Ltd. (a)	710,710		1,625
BJ's Restaurants, Inc. (a)	283,800		3,956
Carluccio's PLC (e)	3,651,892		10,274
Denny's Corp. (a)	2,931,800		9,235
IHOP Corp. (d)	155,300		7,243
McCormick & Schmick's Seafood Restaurants (a)(e)	779,169		9,373
P.F. Chang's China Bistro, Inc. (a)(d)	325,800		10,110
Ruth's Chris Steak House, Inc. (a)	415,000		3,050
The Restaurant Group PLC	3,277,922		9,255
Vail Resorts, Inc. (a)(d)	416,600		20,343
			84,464
Household Durables - 3.6%
Fourlis Holdings SA	1,824,607		57,829
Pulte Homes, Inc. (d)	656,000		8,554
Ryland Group, Inc.	226,600		7,247
			73,630
Internet & Catalog Retail - 0.3%
ASOS PLC (a)	1,071,000		6,356
Leisure Equipment & Products - 0.2%
RC2 Corp. (a)	182,400		3,374
Media - 3.4%
Carmike Cinemas, Inc. (d)(e)	692,600		5,679
CTC Media, Inc. (a)	654,400		16,929
Focus Media Holding Ltd. ADR (a)	167,500		6,179
Lamar Advertising Co. Class A	135,200		5,346
National CineMedia, Inc.	736,435		14,110
Powerleague Group PLC	3,604,985		4,480
Regal Entertainment Group Class A	832,800		15,790
			68,513
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - 3.9%
bebe Stores, Inc.	525,400		$ 5,249
Citi Trends, Inc. (a)(d)	499,400		10,557
Gamestop Corp. Class A (a)	139,000		7,651
Pier 1 Imports, Inc. (a)(d)	1,224,600		9,552
Shoe Carnival, Inc. (a)	509,200		7,114
The Game Group PLC	1,067,200		5,819
The Men's Wearhouse, Inc.	451,300		12,018
Tween Brands, Inc. (a)	209,400		3,979
Williams-Sonoma, Inc. (d)	700,700		18,498
			80,437
Textiles, Apparel & Luxury Goods - 1.1%
Odd Molly International AB (a)(e)	336,400		5,281
Timberland Co. Class A (a)	240,800		3,516
True Religion Apparel, Inc. (a)(d)	387,100		7,107
Volcom, Inc. (a)	327,871		6,226
Worldwide Brand Management AB	77,350		814
			22,944
TOTAL CONSUMER DISCRETIONARY			380,546
CONSUMER STAPLES - 3.2%
Food Products - 2.8%
Corn Products International, Inc.	575,000		26,669
Diamond Foods, Inc.	261,800		5,592
Green Mountain Coffee Roasters, Inc. (a)(d)	756,549		24,361
Vilmorin & Cie	9,100		1,702
			58,324
Personal Products - 0.4%
Chattem, Inc. (a)(d)	105,400		7,365
TOTAL CONSUMER STAPLES			65,689
ENERGY - 15.2%
Energy Equipment & Services - 6.2%
Atwood Oceanics, Inc. (a)	50,326		5,067
Core Laboratories NV (a)	97,900		12,265
Dril-Quip, Inc. (a)	145,100		8,294
ION Geophysical Corp. (a)	673,500		10,729
John Wood Group PLC	735,200		6,278
Nabors Industries Ltd. (a)	162,800		6,112
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Energy Equipment & Services - continued
Oil States International, Inc. (a)	278,800		$ 13,957
Subsea 7, Inc. (a)(d)	536,500		14,150
Superior Energy Services, Inc. (a)	1,101,700		48,893
			125,745
Oil, Gas & Consumable Fuels - 9.0%
Alpha Natural Resources, Inc. (a)	280,300		13,637
Cabot Oil & Gas Corp.	477,300		27,192
Encore Acquisition Co. (a)	331,850		15,142
EXCO Resources, Inc. (a)	552,400		12,330
Forest Oil Corp. (a)	76,800		4,526
Foundation Coal Holdings, Inc.	209,800		12,584
Goodrich Petroleum Corp. (a)(d)	473,300		15,988
Holly Corp.	118,700		4,924
International Coal Group, Inc. (a)(d)	1,904,300		15,158
Kodiak Oil & Gas Corp. (a)	2,343,800		7,547
Mariner Energy, Inc. (a)	685,614		18,896
OPTI Canada, Inc. (a)	604,800		12,803
Patriot Coal Corp. (a)	104,500		6,902
Plains Exploration & Production Co. (a)	253,400		15,782
			183,411
TOTAL ENERGY			309,156
FINANCIALS - 9.6%
Capital Markets - 1.3%
GLG Partners, Inc.	22,600		186
GLG Partners, Inc.:
unit	162,800		1,675
warrants 12/28/11 (a)	310,500		699
Greenhill & Co., Inc. (d)	83,800		5,451
Janus Capital Group, Inc.	631,300		17,714
			25,725
Commercial Banks - 1.3%
CVB Financial Corp.	383,400		4,401
Pacific Premier Bancorp, Inc. (a)	143,767		1,085
UCBH Holdings, Inc. (d)	879,000		6,399
UMB Financial Corp.	287,800		14,286
			26,171
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 1.0%
India Hospitality Corp. (a)	833,320		$ 5,250
JSE Ltd.	793,600		6,850
MSCI, Inc. Class A	301,800		9,362
			21,462
Insurance - 1.5%
Aspen Insurance Holdings Ltd.	592,800		15,407
LandAmerica Financial Group, Inc. (d)	111,600		3,203
Montpelier Re Holdings Ltd.	787,924		13,001
			31,611
Real Estate Investment Trusts - 1.3%
Corporate Office Properties Trust (SBI)	189,200		7,057
Home Properties, Inc.	160,985		8,463
SL Green Realty Corp.	115,200		10,691
			26,211
Real Estate Management & Development - 0.5%
Orchid Developments Group Ltd. (a)	2,219,000		5,758
Unite Group PLC	676,087		3,912
			9,670
Thrifts & Mortgage Finance - 2.7%
Astoria Financial Corp.	269,600		6,390
Imperial Capital Bancorp, Inc. (e)	300,000		4,521
New York Community Bancorp, Inc. (d)	411,800		7,688
NewAlliance Bancshares, Inc.	587,400		7,906
People's United Financial, Inc.	648,400		11,003
Washington Federal, Inc.	769,300		18,317
			55,825
TOTAL FINANCIALS			196,675
HEALTH CARE - 8.5%
Biotechnology - 0.6%
Alnylam Pharmaceuticals, Inc. (a)	32,300		810
Cougar Biotechnology, Inc. (a)	44,000		888
Indevus Pharmaceuticals, Inc. (a)	2,064,500		9,930
			11,628
Health Care Equipment & Supplies - 3.7%
Conceptus, Inc. (a)(d)	1,159,783		20,899
Corin Group PLC (e)	2,578,639		24,661
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Quidel Corp. (a)	1,083,416		$ 17,345
Zoll Medical Corp. (a)	405,900		13,549
			76,454
Health Care Providers & Services - 2.5%
Capital Senior Living Corp. (a)	1,323,326		11,262
Emeritus Corp. (a)(d)	917,000		22,604
Genoptix, Inc.	154,100		4,227
Sun Healthcare Group, Inc. (a)	566,542		7,450
Virtual Radiologic Corp.	324,100		4,528
			50,071
Health Care Technology - 0.4%
Vital Images, Inc. (a)(d)	546,700		8,255
Life Sciences Tools & Services - 0.6%
Pharmaceutical Product Development, Inc.	127,400		5,277
QIAGEN NV (a)	320,000		7,107
			12,384
Pharmaceuticals - 0.7%
BioMimetic Therapeutics, Inc. (a)(d)	253,657		2,491
XenoPort, Inc. (a)	285,058		12,195
			14,686
TOTAL HEALTH CARE			173,478
INDUSTRIALS - 18.0%
Aerospace & Defense - 1.4%
Hexcel Corp. (a)	366,800		8,209
Orbital Sciences Corp. (a)	396,900		10,681
Spirit AeroSystems Holdings, Inc. Class A (a)	293,500		8,561
			27,451
Airlines - 0.2%
AirTran Holdings, Inc. (a)(d)	795,000		2,711
UAL Corp.	132,200		1,970
			4,681
Building Products - 0.1%
Groupe Vial (a)	63,741		1,164
PGT, Inc. (a)	492,802		1,572
			2,736
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - 5.2%
Casella Waste Systems, Inc. Class A (a)	442,500		$ 4,717
Corrections Corp. of America (a)	1,492,956		38,070
First Advantage Corp. Class A (a)	338,800		6,949
GeoEye, Inc. (a)	175,000		4,030
Huron Consulting Group, Inc. (a)	150,430		6,297
InnerWorkings, Inc. (a)(d)	1,376,900		18,506
Navigant Consulting, Inc. (a)	589,100		11,853
The Geo Group, Inc. (a)	481,500		12,736
YouGov PLC (a)	886,932		2,583
			105,741
Construction & Engineering - 1.4%
I Kloukinas-I Lappas SA	493,600		4,993
Quanta Services, Inc. (a)	494,248		13,117
URS Corp. (a)	242,873		9,797
			27,907
Electrical Equipment - 3.5%
American Superconductor Corp. (a)(d)	385,000		9,733
Ceres Power Holdings PLC (a)	1,131,800		3,308
Q-Cells AG (a)(d)	205,200		24,029
SolarWorld AG (d)	324,200		17,496
Sunpower Corp. Class A (a)(d)	113,100		9,870
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	172,800		7,729
			72,165
Machinery - 1.4%
Donaldson Co., Inc.	107,300		4,672
Flow International Corp. (a)	1,207,000		12,106
Sulzer AG (Reg.)	96,170		12,620
			29,398
Road & Rail - 2.8%
Celadon Group, Inc. (a)	910,800		9,372
Con-way, Inc.	98,400		4,551
J.B. Hunt Transport Services, Inc.	418,000		14,199
Landstar System, Inc.	199,300		10,356
Marten Transport Ltd. (a)	804,700		13,117
Old Dominion Freight Lines, Inc. (a)	175,500		5,388
			56,983
Trading Companies & Distributors - 2.0%
Beacon Roofing Supply, Inc. (a)(d)	589,150		6,274
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Trading Companies & Distributors - continued
Bergman & Beving AB (B Shares)	282,458		$ 8,727
Rush Enterprises, Inc. Class A (a)(e)	1,623,450		26,170
			41,171
TOTAL INDUSTRIALS			368,233
INFORMATION TECHNOLOGY - 13.2%
Communications Equipment - 0.8%
Infinera Corp.	151,081		1,913
Polycom, Inc. (a)	695,400		15,577
			17,490
Computers & Peripherals - 0.5%
NCR Corp. (a)	461,309		11,362
Electronic Equipment & Instruments - 1.6%
FLIR Systems, Inc. (a)	532,838		18,292
Ingram Micro, Inc. Class A (a)	807,800		13,741
			32,033
Internet Software & Services - 3.6%
Bankrate, Inc. (a)(d)	292,317		15,271
Blinkx PLC	6,882,800		2,258
Internet Brands, Inc. Class A	655,300		4,266
LoopNet, Inc. (a)(d)	1,292,841		14,596
Omniture, Inc. (a)	297,637		6,792
ValueClick, Inc. (a)(d)	1,490,500		29,735
			72,918
IT Services - 2.3%
Alliance Data Systems Corp. (a)	164,100		9,421
ExlService Holdings, Inc. (a)	700,999		17,609
Patni Computer Systems Ltd. sponsored ADR (d)	1,013,800		13,605
Syntel, Inc.	190,603		6,311
			46,946
Semiconductors & Semiconductor Equipment - 1.9%
Eagle Test Systems, Inc. (a)	583,300		7,040
Intersil Corp. Class A	357,800		9,560
MKS Instruments, Inc. (a)	368,800		8,427
Silicon Motion Technology Corp. sponsored ADR (a)(d)	146,280		2,550
Skyworks Solutions, Inc. (a)	1,240,900		10,783
			38,360
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - 2.5%
Ansys, Inc. (a)	380,670		$ 15,314
Citrix Systems, Inc. (a)	146,300		4,791
Concur Technologies, Inc. (a)	358,300		11,874
FactSet Research Systems, Inc.	139,300		8,362
Quality Systems, Inc. (d)	67,600		2,171
Quest Software, Inc. (a)	627,900		8,364
			50,876
TOTAL INFORMATION TECHNOLOGY			269,985
MATERIALS - 3.9%
Chemicals - 2.0%
Calgon Carbon Corp. (a)(d)	1,326,588		18,904
FMC Corp.	99,800		6,265
Hercules, Inc.	435,800		8,193
Minerals Technologies, Inc.	115,700		7,838
			41,200
Containers & Packaging - 0.5%
Crown Holdings, Inc. (a)	195,100		5,236
Rock-Tenn Co. Class A	152,400		5,171
			10,407
Metals & Mining - 1.4%
Carpenter Technology Corp.	165,800		8,502
RTI International Metals, Inc. (a)	233,100		9,601
Shore Gold, Inc. (a)	1,550,000		5,602
Toledo Mining Corp. PLC (a)	1,191,300		3,316
			27,021
TOTAL MATERIALS			78,628
UTILITIES - 0.4%
Independent Power Producers & Energy Traders - 0.4%
Clipper Windpower PLC (a)	407,300		4,158
Vergnet SA	271,600		4,367
			8,525
TOTAL COMMON STOCKS (Cost $1,783,118)		1,850,915
Investment Companies - 1.6%
	Shares		Value (000s)
iShares Dow Jones U.S. Real Estate Index ETF (d)	313,200		$ 21,573
KBW Regional Banking ETF	314,000		10,930
TOTAL INVESTMENT COMPANIES (Cost $30,555)		32,503
Money Market Funds - 20.5%

Fidelity Cash Central Fund, 2.51% (b)	170,055,748		170,056
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	249,251,897		249,252
TOTAL MONEY MARKET FUNDS (Cost $419,308)		419,308
TOTAL INVESTMENT PORTFOLIO - 112.8% (Cost $2,232,981)			2,302,726
NET OTHER ASSETS - (12.8)%			(261,109)
NET ASSETS - 100%		$ 2,041,617

Legend

(a) Non-income producing

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

(e) Affiliated company

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 1,335
Fidelity Securities Lending Cash Central Fund	2,083
Total	$ 3,418

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Carluccio's PLC	$ 17,207	$ 2,381	$ 4,327	$ 145	$ 10,274
Carmike Cinemas, Inc.	14,968	-	2,977	-	5,679
Conceptus, Inc.	32,693	14,905	18,350	-	-
Corin Group PLC	43,449	1,871	8,153	-	24,661
Imperial Capital Bancorp, Inc.	-	6,922	-	48	4,521
McCormick & Schmick's Seafood Restaurants	13,230	-	-	-	9,373
Odd Molly International AB	2,834	13,472	3,895	-	5,281
Premier Exhibitions, Inc.	23,028	3,882	13,123	-	-
Rush Enterprises, Inc. Class A	20,785	6,116	-	-	26,170
Total	$ 168,194	$ 49,549	$ 50,825	$ 193	$ 85,959

Other Information

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

United States of America	82.4%
United Kingdom	4.3%
Greece	3.1%
Germany	2.0%
Cayman Islands	1.6%
Bermuda	1.3%
Canada	1.3%
Others (individually less than 1%)	4.0%
	100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	April 30, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $240,479) - See accompanying schedule: Unaffiliated issuers (cost $1,692,666)	$ 1,797,459
Fidelity Central Funds (cost $419,308)	419,308
Other affiliated issuers (cost $121,007)	85,959
Total Investments (cost $2,232,981)		$ 2,302,726
Receivable for investments sold		12,587
Receivable for fund shares sold		1,692
Dividends receivable		544
Distributions receivable from Fidelity Central Funds		737
Prepaid expenses		5
Other receivables		38
Total assets		2,318,329

Liabilities
Payable for investments purchased	$ 23,809
Payable for fund shares redeemed	1,874
Accrued management fee	1,081
Distribution fees payable	1
Other affiliated payables	499
Other payables and accrued expenses	196
Collateral on securities loaned, at value	249,252
Total liabilities		276,712

Net Assets		$ 2,041,617
Net Assets consist of:
Paid in capital		$ 2,189,713
Accumulated net investment loss		(2,864)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(214,839)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		69,607
Net Assets		$ 2,041,617

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	April 30, 2008 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($3,055.763 ÷ 174.747 shares)		$ 17.49

Maximum offering price per share (100/94.25 of $17.49)		$ 18.56
Class T: Net Asset Value and redemption price per share ($463.583 ÷ 26.576 shares)		$ 17.44

Maximum offering price per share (100/96.50 of $17.44)		$ 18.07
Class B: Net Asset Value and offering price per share ($370.097 ÷ 21.241 shares) ^A		$ 17.42

Class C: Net Asset Value and offering price per share ($396.071 ÷ 22.791 shares) ^A		$ 17.38

Small Cap Independence: Net Asset Value, offering price and redemption price per share ($2,037,159.728 ÷ 116,166.133 shares)		$ 17.54

Institutional Class: Net Asset Value, offering price and redemption price per share ($171.641 ÷ 9.789 shares)		$ 17.53

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

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)

Investment Income
Dividends (including $193 earned from other affiliated issuers)		$ 4,654
Interest		82
Income from Fidelity Central Funds (including $2,083 from security lending)		3,418
Total income		8,154

Expenses
Management fee Basic fee	$ 6,513
Performance adjustment	1,105
Transfer agent fees	2,796
Distribution fees	8
Accounting and security lending fees	352
Custodian fees and expenses	172
Independent trustees' compensation	4
Registration fees	73
Audit	27
Legal	6
Miscellaneous	111
Total expenses before reductions	11,167
Expense reductions	(150)	11,017
Net investment income (loss)		(2,863)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(181,068)
Other affiliated issuers	(26,978)
Total net realized gain (loss)		(208,046)
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $74)	(303,570)
Assets and liabilities in foreign currencies	9
Total change in net unrealized appreciation (depreciation)		(303,561)
Net gain (loss)		(511,607)
Net increase (decrease) in net assets resulting from operations		$ (514,470)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (2,863)	$ (5,353)
Net realized gain (loss)	(208,046)	358,667
Change in net unrealized appreciation (depreciation)	(303,561)	248,674
Net increase (decrease) in net assets resulting from operations	(514,470)	601,988
Distributions to shareholders from net investment income	-	(5,903)
Distributions to shareholders from net realized gain	(284,425)	(276,274)
Total distributions	(284,425)	(282,177)
Share transactions - net increase (decrease)	236,091	(339,424)
Redemption fees	187	409
Total increase (decrease) in net assets	(562,617)	(19,204)

Net Assets
Beginning of period	2,604,234	2,623,438
End of period (including accumulated net investment loss of $2,864 and accumulated net investment loss of $1, respectively)	$ 2,041,617	$ 2,604,234

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

Semiannual Report

Financial Highlights - Class A

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.79	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.05)	(.07)^H
Net realized and unrealized gain (loss)	(4.51)	1.66
Total from investment operations	(4.56)	1.59
Distributions from net realized gain	(2.74)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.49	$ 24.79
Total Return^{B, C, D}	(19.89)%	6.85%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.30%^A	1.27%^A
Expenses net of fee waivers, if any	1.30%^A	1.27%^A
Expenses net of all reductions	1.29%^A	1.26%^A
Net investment income (loss)	(.53)%^A	(.57)%^{A, H}
Supplemental Data
Net assets, end of period (in millions)	$ 3	$ 1
Portfolio turnover rate^G	92%^A	84%

^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 sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class T

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.74	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.07)	(.10)^H
Net realized and unrealized gain (loss)	(4.52)	1.64
Total from investment operations	(4.59)	1.54
Distributions from net realized gain	(2.71)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.44	$ 24.74
Total Return^{B, C, D}	(20.05)%	6.64%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	1.58%^A	1.53%^A
Expenses net of fee waivers, if any	1.55%^A	1.53%^A
Expenses net of all reductions	1.54%^A	1.52%^A
Net investment income (loss)	(.78)%^A	(.83)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 464	$ 420
Portfolio turnover rate^G	92%^A	84%

^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 sales charges.

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class B

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.69	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.15)^H
Net realized and unrealized gain (loss)	(4.51)	1.64
Total from investment operations	(4.63)	1.49
Distributions from net realized gain	(2.64)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.42	$ 24.69
Total Return^{B, C, D}	(20.22)%	6.42%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.08%^A	2.07%^A
Expenses net of fee waivers, if any	2.05%^A	2.05%^A
Expenses net of all reductions	2.04%^A	2.04%^A
Net investment income (loss)	(1.28)%^A	(1.32)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 370	$ 419
Portfolio turnover rate^G	92%^A	84%

^A Annualized

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

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

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Class C

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^I
Selected Per-Share Data
Net asset value, beginning of period	$ 24.71	$ 23.20
Income from Investment Operations
Net investment income (loss)^E	(.12)	(.15)^H
Net realized and unrealized gain (loss)	(4.51)	1.66
Total from investment operations	(4.63)	1.51
Distributions from net realized gain	(2.70)	-
Redemption fees added to paid in capital^E	-^K	-^K
Net asset value, end of period	$ 17.38	$ 24.71
Total Return^{B, C, D}	(20.21)%	6.51%
Ratios to Average Net Assets^{F, J}
Expenses before reductions	2.09%^A	1.98%^A
Expenses net of fee waivers, if any	2.05%^A	1.98%^A
Expenses net of all reductions	2.04%^A	1.97%^A
Net investment income (loss)	(1.28)%^A	(1.27)%^{A, H}
Supplemental Data
Net assets, end of period (000 omitted)	$ 396	$ 294
Portfolio turnover rate^G	92%^A	84%

^A Annualized

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

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

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

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

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

^I For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

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

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

Semiannual Report

Financial Highlights - Small Cap Independence

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.04)^G	.07^H	.10^I	(.09)	(.08)
Net realized and unrealized gain (loss)	(4.53)	5.01	2.75	3.31	1.52	3.38
Total from investment operations	(4.55)	4.97	2.82	3.41	1.43	3.30
Distributions from net investment income	-	(.05)	(.07)	-	-	-
Distributions from net realized gain	(2.72)	(2.34)	(1.34)	(.89)	-	-
Total distributions	(2.72)	(2.39)	(1.41)	(.89)	-	-
Redemption fees added to paid in capital^D	-^K	-^K	-^K	-^K	-^K	.01
Net asset value, end of period	$ 17.54	$ 24.81	$ 22.23	$ 20.82	$ 18.30	$ 16.87
Total Return^{B, C}	(19.80)%	24.42%	14.08%	19.05%	8.48%	24.41%
Ratios to Average Net Assets^{E, J}
Expenses before reductions	1.04%^A	1.01%	.86%	.78%	.95%	1.06%
Expenses net of fee waivers, if any	1.04%^A	1.00%	.86%	.78%	.95%	1.06%
Expenses net of all reductions	1.03%^A	.99%	.81%	.75%	.91%	.93%
Net investment income (loss)	(.27)%^A	(.20)%^G	.32%^H	.49%^I	(.49)%	(.59)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,037	$ 2,602	$ 2,623	$ 1,609	$ 945	$ 933
Portfolio turnover rate^F	92%^A	84%	126%	61%	95%	220%

^A Annualized

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

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

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

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

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

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

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

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended April 30, 2008	Year ended October 31,
	(Unaudited)	2007^H
Selected Per-Share Data
Net asset value, beginning of period	$ 24.82	$ 23.20
Income from Investment Operations
Net investment income (loss)^D	(.02)	(.03)^G
Net realized and unrealized gain (loss)	(4.54)	1.65
Total from investment operations	(4.56)	1.62
Distributions from net realized gain	(2.73)	-
Redemption fees added to paid in capital^D	-^J	-^J
Net asset value, end of period	$ 17.53	$ 24.82
Total Return^{B, C}	(19.82)%	6.98%
Ratios to Average Net Assets^{E, I}
Expenses before reductions	.98%^A	.94%^A
Expenses net of fee waivers, if any	.98%^A	.94%^A
Expenses net of all reductions	.98%^A	.93%^A
Net investment income (loss)	(.22)%^A	(.24)%^{A, G}
Supplemental Data
Net assets, end of period (000 omitted)	$ 172	$ 162
Portfolio turnover rate^F	92%^A	84%

^A Annualized

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

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

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

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

^H For the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

^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, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Semiannual Report

3. Significant Accounting Policies - continued

Foreign Currency - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. The implementation of FIN 48 did not result in any unrecognized tax benefits in the accompanying financial statements. Each of the Fund's federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service. 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. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 318,732
Unrealized depreciation	(254,596)
Net unrealized appreciation (depreciation)	$ 64,136
Cost for federal income tax purposes	$ 2,238,590

4. Operating Policies.

Semiannual Report

4. Operating Policies - continued

Repurchase Agreements - continued

event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

5. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $976,880 and $1,083,344, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and a group fee rate that averaged ..26% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of the retail class of the Fund, Small Cap Independence as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .71% of the Fund's average net assets.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	-%	.25%	$ 3	$ 1
Class T	.25%	.25%	1	-
Class B	.75%	.25%	2	1
Class C	.75%	.25%	2	2
			$ 8	$ 4

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

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

	Retained by FDC
Class A	$ 3
Class T	-
Class B*	-
Class C*	-
	$ 3

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

	Amount	% of Average Net Assets*
Class A	$ 3	.29
Class T	1	.31
Class B	1	.30
Class C	1	.31
Small Cap Independence	2,790	.26
Institutional Class	-	.21
	$ 2,796

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

7. 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, which amounted to $2 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

9. Expense Reductions.

The following classes were in reimbursement during the period:

	Expense Limitations	Reimbursement from adviser
Class A	1.30%	$ -
Class T	1.55%	-
Class B	2.05%	-
Class C	2.05%	-
		$ -

FMR voluntarily agreed to reimburse a portion of the Small Cap Independence's operating expenses. During the period, this reimbursement reduced the class' expenses by $41.

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 $69 for the period. In addition, through arrangements with each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, credits reduced each class' transfer agent expense as noted in the table below.

	Transfer Agent expense reduction
Small Cap Independence	$ 40

10. Other.

Semiannual Report

10. Other - continued

of $42 million plus accrued interest, which equaled approximately $7.3 million, to certain Fidelity mutual funds.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $377, which is recorded in the accompanying Statement of Operations.

11. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended April 30, 2008	Year ended October 31, 2007
From net investment income
Small Cap Independence	$ -	$ 5,903
From net realized gain
Class A	$ 217	$ -
Class T	52	-
Class B	46	-
Class C	51	-
Small Cap Independence	284,040	276,274
Institutional Class	19	-
Total	$ 284,425	$ 276,274

12. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended April 30, 2008	Year ended October 31, 2007 ^A	Six months ended April 30, 2008	Year ended October 31, 2007 ^A
Class A
Shares sold	142	40	$ 2,713	$ 939
Reinvestment of distributions	11	-	215	-
Shares redeemed	(18)	-	(311)	(2)
Net increase (decrease)	135	40	$ 2,617	$ 937

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

12. Share Transactions - continued

	Shares		Dollars
	Six months ended April 30, 2008	Year ended October 31, 2007 ^A	Six months ended April 30, 2008	Year ended October 31, 2007 ^A
Class T
Shares sold	11	18	$ 215	$ 429
Reinvestment of distributions	3	-	52	-
Shares redeemed	(4)	(1)	(74)	(27)
Net increase (decrease)	10	17	$ 193	$ 402
Class B
Shares sold	3	18	$ 56	$ 417
Reinvestment of distributions	2	-	45	-
Shares redeemed	(1)	(1)	(18)	(12)
Net increase (decrease)	4	17	$ 83	$ 405
Class C
Shares sold	25	12	$ 480	$ 281
Reinvestment of distributions	2	-	48	-
Shares redeemed	(16)	-	(270)	-
Net increase (decrease)	11	12	$ 258	$ 281
Small Cap Independence
Shares sold	13,175	32,042	$ 245,025	$ 729,762
Reinvestment of distributions	13,819	13,404	279,429	278,946
Shares redeemed	(15,711)	(58,553)	(291,577)	(1,350,306)
Net increase (decrease)	11,283	(13,107)	$ 232,877	$ (341,598)
Institutional Class
Shares sold	2	7	$ 45	$ 152
Reinvestment of distributions	1	-	19	-
Shares redeemed	-	-	(1)	-
Net increase (decrease)	3	7	$ 63	$ 152

^A Share transactions for Class A, Class T, Class B, Class C and Institutional Class are for the period May 2, 2007 (commencement of sale of shares) to October 31, 2007.

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company

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

Fidelity Investments Japan Limited

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

TDD Service 1-800-544-0118
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Semiannual Report

April 30, 2008

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

NOT FDIC INSURED (circle7) MAY LOSE VALUE (circle7) NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Actual	$ 1,000.00	$ 903.40	$ 4.54
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.09	$ 4.82

* Expenses are equal to the Fund's annualized expense ratio of .96%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Exxon Mobil Corp.	3.2	3.7
Microsoft Corp.	2.7	3.2
Cisco Systems, Inc.	2.4	2.4
AT&T, Inc.	2.1	2.0
United Technologies Corp.	1.9	1.5
Cameron International Corp.	1.8	1.1
American International Group, Inc.	1.7	3.4
Bank of America Corp.	1.6	1.1
Wal-Mart Stores, Inc.	1.6	0.1
Exelon Corp.	1.5	1.0
	20.5
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	20.2	21.8
Financials	15.9	21.1
Industrials	14.1	12.2
Energy	13.2	11.2
Health Care	10.0	11.3

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks 95.1%			Stocks 97.3%
	Convertible Securities 0.3%			Convertible Securities 0.0%
	Short-Term Investments and Net Other Assets 4.6%			Short-Term Investments and Net Other Assets 2.7%
* Foreign investments		10.0%	** Foreign investments		9.8%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 95.1%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 6.6%
Automobiles - 0.4%
General Motors Corp. (d)	184,000		$ 4,269
Hotels, Restaurants & Leisure - 0.2%
Buffalo Wild Wings, Inc. (a)	16,800		517
Jamba, Inc. (a)(d)	257,700		647
Starbucks Corp. (a)	90,050		1,462
			2,626
Household Durables - 1.2%
D.R. Horton, Inc.	240,300		3,722
Ethan Allen Interiors, Inc.	25,900		711
Toll Brothers, Inc. (a)	139,700		3,163
Whirlpool Corp. (d)	85,100		6,194
			13,790
Media - 2.0%
Clear Channel Communications, Inc.	15,050		454
E.W. Scripps Co. Class A	108,840		4,888
News Corp. Class B	301,600		5,580
The Walt Disney Co.	76,900		2,494
Time Warner, Inc.	560,260		8,320
			21,736
Multiline Retail - 0.7%
JCPenney Co., Inc.	64,300		2,733
Kohl's Corp. (a)	55,500		2,711
Target Corp.	43,420		2,307
			7,751
Specialty Retail - 1.9%
Abercrombie & Fitch Co. Class A	17,700		1,315
Best Buy Co., Inc.	400		17
Lowe's Companies, Inc.	419,900		10,577
PetSmart, Inc.	100,300		2,245
Staples, Inc.	179,182		3,888
Tiffany & Co., Inc.	34,100		1,485
Williams-Sonoma, Inc.	70,200		1,853
			21,380
Textiles, Apparel & Luxury Goods - 0.2%
Polo Ralph Lauren Corp. Class A	30,545		1,897
TOTAL CONSUMER DISCRETIONARY			73,449
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - 7.9%
Beverages - 0.7%
Molson Coors Brewing Co. Class B	38,600		$ 2,117
PepsiCo, Inc.	81,300		5,571
			7,688
Food & Staples Retailing - 3.1%
China Nepstar Chain Drugstore Ltd. ADR	66,600		787
CVS Caremark Corp.	302,700		12,220
Sysco Corp.	149,100		4,558
Wal-Mart Stores, Inc.	302,200		17,522
			35,087
Food Products - 2.1%
Dean Foods Co.	51,200		1,190
Kraft Foods, Inc. Class A	168,700		5,336
McCormick & Co., Inc. (non-vtg.)	86,000		3,250
Nestle SA sponsored ADR	113,000		13,560
			23,336
Household Products - 0.9%
Colgate-Palmolive Co.	25,050		1,771
Procter & Gamble Co.	118,755		7,963
			9,734
Tobacco - 1.1%
Philip Morris International, Inc. (a)	238,100		12,150
TOTAL CONSUMER STAPLES			87,995
ENERGY - 13.2%
Energy Equipment & Services - 5.6%
Baker Hughes, Inc.	4,400		356
BJ Services Co.	105,100		2,971
Cameron International Corp. (a)	416,400		20,499
Diamond Offshore Drilling, Inc.	27,823		3,489
Halliburton Co.	161,607		7,419
Helmerich & Payne, Inc.	20,466		1,100
Nabors Industries Ltd. (a)	84,800		3,183
Schlumberger Ltd. (NY Shares)	151,885		15,272
Smith International, Inc.	101,800		7,789
			62,078
Oil, Gas & Consumable Fuels - 7.6%
Chesapeake Energy Corp.	92,900		4,803
Devon Energy Corp.	53,800		6,101
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
EOG Resources, Inc.	42,900		$ 5,598
Exxon Mobil Corp.	378,975		35,267
Hess Corp.	69,000		7,328
Peabody Energy Corp.	108,400		6,626
Petroleo Brasileiro SA - Petrobras sponsored ADR	21,800		2,647
Petroplus Holdings AG (a)	18,072		1,131
Plains Exploration & Production Co. (a)	79,100		4,926
Range Resources Corp.	42,500		2,821
Ultra Petroleum Corp. (a)	37,610		3,124
Valero Energy Corp.	93,380		4,562
			84,934
TOTAL ENERGY			147,012
FINANCIALS - 15.6%
Capital Markets - 5.7%
Ameriprise Financial, Inc.	81,580		3,874
Bank of New York Mellon Corp.	196,300		8,545
Charles Schwab Corp.	367,700		7,942
Goldman Sachs Group, Inc.	12,300		2,354
Janus Capital Group, Inc.	173,300		4,863
Lehman Brothers Holdings, Inc.	197,603		8,742
Morgan Stanley	120,510		5,857
SEI Investments Co.	33,200		773
State Street Corp.	203,746		14,698
T. Rowe Price Group, Inc.	95,700		5,604
			63,252
Commercial Banks - 0.8%
PNC Financial Services Group, Inc.	39,700		2,753
Standard Chartered PLC (United Kingdom)	58,968		2,103
U.S. Bancorp, Delaware	47,700		1,617
Wachovia Corp.	97,200		2,833
			9,306
Consumer Finance - 0.7%
American Express Co.	7,200		346
Capital One Financial Corp. (d)	74,000		3,922
Discover Financial Services	166,000		3,023
			7,291
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - 2.7%
Bank of America Corp.	474,820		$ 17,825
CIT Group, Inc.	49,000		534
Citigroup, Inc.	383,100		9,681
CME Group, Inc. (d)	3,600		1,647
			29,687
Insurance - 4.6%
ACE Ltd.	106,700		6,433
AFLAC, Inc.	48,100		3,207
American International Group, Inc.	420,333		19,419
Berkshire Hathaway, Inc. Class A (a)	55		7,362
Everest Re Group Ltd.	33,461		3,023
Fidelity National Financial, Inc. Class A	195,600		3,128
Hartford Financial Services Group, Inc.	45,530		3,245
MBIA, Inc.	39,700		413
National Financial Partners Corp. (d)	69,378		1,868
Prudential Financial, Inc.	46,600		3,528
			51,626
Real Estate Investment Trusts - 0.6%
Annaly Capital Management, Inc.	370,300		6,206
Real Estate Management & Development - 0.0%
Xinyuan Real Estate Co. Ltd. ADR	34,500		312
Thrifts & Mortgage Finance - 0.5%
Freddie Mac	221,600		5,520
TOTAL FINANCIALS			173,200
HEALTH CARE - 10.0%
Biotechnology - 1.9%
Amgen, Inc. (a)	52,400		2,194
Biogen Idec, Inc. (a)	50,070		3,039
Celgene Corp. (a)	73,700		4,580
Cephalon, Inc. (a)	44,200		2,759
Genentech, Inc. (a)	33,660		2,296
Gilead Sciences, Inc. (a)	52,100		2,697
PDL BioPharma, Inc.	203,691		2,701
Vertex Pharmaceuticals, Inc. (a)	54,000		1,378
			21,644
Health Care Equipment & Supplies - 3.6%
Alcon, Inc.	10,300		1,627
American Medical Systems Holdings, Inc. (a)	115,235		1,625
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
Baxter International, Inc.	43,300		$ 2,698
Becton, Dickinson & Co.	73,638		6,583
C.R. Bard, Inc.	31,900		3,004
Cooper Companies, Inc.	26,900		942
Covidien Ltd.	174,344		8,140
Inverness Medical Innovations, Inc. (a)	89,496		3,311
Medtronic, Inc.	140,800		6,854
Mindray Medical International Ltd. sponsored ADR	41,200		1,401
St. Jude Medical, Inc. (a)	81,600		3,572
			39,757
Health Care Providers & Services - 1.6%
Cardinal Health, Inc.	800		42
Henry Schein, Inc. (a)	150,500		8,333
Medco Health Solutions, Inc. (a)	146,200		7,243
Tenet Healthcare Corp. (a)	247,164		1,582
UnitedHealth Group, Inc.	20,448		667
			17,867
Pharmaceuticals - 2.9%
Abbott Laboratories	106,800		5,634
Allergan, Inc.	61,500		3,467
Johnson & Johnson	90,610		6,079
Merck & Co., Inc.	187,700		7,140
Pfizer, Inc.	21,840		439
Roche Holding AG (participation certificate)	328		55
Schering-Plough Corp.	161,900		2,981
Shire PLC sponsored ADR	24,900		1,368
Wyeth	116,580		5,184
			32,347
TOTAL HEALTH CARE			111,615
INDUSTRIALS - 14.1%
Aerospace & Defense - 4.9%
General Dynamics Corp.	89,400		8,084
Hexcel Corp. (a)	34,900		781
Honeywell International, Inc.	244,960		14,551
Lockheed Martin Corp.	54,100		5,737
Precision Castparts Corp.	38,300		4,503
United Technologies Corp.	287,320		20,822
			54,478
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.	61,900		$ 3,880
FedEx Corp.	44,700		4,285
			8,165
Airlines - 0.2%
Continental Airlines, Inc. Class B (a)	55,300		994
Delta Air Lines, Inc. (a)	139,725		1,189
UAL Corp.	6,500		97
			2,280
Commercial Services & Supplies - 0.3%
Manpower, Inc.	40,900		2,746
Electrical Equipment - 1.7%
Alstom SA	14,000		3,256
Evergreen Solar, Inc. (a)	203,400		1,747
Gamesa Corporacion Tecnologica, SA	49,300		2,399
Q-Cells AG (a)(d)	32,900		3,853
Suntech Power Holdings Co. Ltd. sponsored ADR (a)	101,700		4,549
Vestas Wind Systems AS (a)	24,900		2,730
			18,534
Industrial Conglomerates - 2.5%
General Electric Co.	495,245		16,195
McDermott International, Inc. (a)	99,600		5,337
Siemens AG sponsored ADR	29,600		3,506
Tyco International Ltd.	64,700		3,027
			28,065
Machinery - 1.9%
Caterpillar, Inc.	85,500		7,001
Danaher Corp.	81,300		6,343
Eaton Corp.	76,900		6,755
Ingersoll-Rand Co. Ltd. Class A	25,600		1,136
			21,235
Road & Rail - 1.9%
Landstar System, Inc.	96,600		5,019
Norfolk Southern Corp.	55,100		3,283
Union Pacific Corp.	77,000		11,180
YRC Worldwide, Inc. (a)	99,700		1,620
			21,102
TOTAL INDUSTRIALS			156,605
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - 20.2%
Communications Equipment - 5.4%
Cisco Systems, Inc. (a)	1,011,140		$ 25,926
Comverse Technology, Inc. (a)	134,900		2,354
Corning, Inc.	386,160		10,314
Harris Corp.	66,600		3,598
Infinera Corp.	19,700		249
Juniper Networks, Inc. (a)	97,280		2,687
Motorola, Inc.	119,300		1,188
Nokia Corp. sponsored ADR	76,800		2,309
QUALCOMM, Inc.	208,380		9,000
Research In Motion Ltd. (a)	17,250		2,098
			59,723
Computers & Peripherals - 3.1%
Apple, Inc. (a)	79,700		13,864
EMC Corp. (a)	46,900		722
Hewlett-Packard Co.	351,900		16,311
SanDisk Corp. (a)	121,500		3,291
			34,188
Internet Software & Services - 2.4%
CMGI, Inc. (a)	89,320		1,235
eBay, Inc. (a)	200,753		6,282
Google, Inc. Class A (sub. vtg.) (a)	26,953		15,479
Move, Inc. (a)	409,546		1,290
Yahoo!, Inc. (a)	108,510		2,974
			27,260
IT Services - 1.3%
Paychex, Inc. (d)	104,680		3,807
Satyam Computer Services Ltd. sponsored ADR	128,100		3,290
The Western Union Co.	191,000		4,393
Visa, Inc.	39,800		3,321
			14,811
Office Electronics - 0.2%
Canon, Inc.	44,100		2,217
Semiconductors & Semiconductor Equipment - 3.3%
Advanced Micro Devices, Inc. (a)	103,100		614
Applied Materials, Inc.	686,700		12,814
ARM Holdings PLC sponsored ADR	167,400		999
Broadcom Corp. Class A (a)	149,700		3,886
FormFactor, Inc. (a)	39,600		763
Intel Corp.	74,100		1,649
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Intersil Corp. Class A	62,100		$ 1,659
KLA-Tencor Corp.	83,300		3,639
Lam Research Corp. (a)	103,600		4,231
National Semiconductor Corp.	130,300		2,657
Samsung Electronics Co. Ltd.	3,400		2,410
Xilinx, Inc.	80,300		1,989
			37,310
Software - 4.5%
Adobe Systems, Inc. (a)	116,500		4,344
Electronic Arts, Inc. (a)	59,800		3,078
Microsoft Corp.	1,048,360		29,899
Nintendo Co. Ltd.	4,300		2,363
Oracle Corp. (a)	405,350		8,452
Quest Software, Inc. (a)	137,200		1,828
			49,964
TOTAL INFORMATION TECHNOLOGY			225,473
MATERIALS - 2.3%
Chemicals - 1.7%
Albemarle Corp.	57,430		2,148
Dow Chemical Co.	34,100		1,369
Monsanto Co.	60,100		6,853
Potash Corp. of Saskatchewan, Inc.	5,100		938
Praxair, Inc.	77,800		7,104
			18,412
Metals & Mining - 0.6%
Alcoa, Inc.	120,000		4,174
Barrick Gold Corp.	67,300		2,587
Titanium Metals Corp.	33,608		512
			7,273
TOTAL MATERIALS			25,685
TELECOMMUNICATION SERVICES - 3.5%
Diversified Telecommunication Services - 2.6%
AT&T, Inc.	604,968		23,418
Common Stocks - continued
	Shares		Value (000s)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Level 3 Communications, Inc. (a)(d)	624,300		$ 1,854
Verizon Communications, Inc.	85,900		3,305
			28,577
Wireless Telecommunication Services - 0.9%
America Movil SAB de CV Series L sponsored ADR	46,100		2,672
American Tower Corp. Class A (a)	182,700		7,933
			10,605
TOTAL TELECOMMUNICATION SERVICES			39,182
UTILITIES - 1.7%
Electric Utilities - 1.5%
Exelon Corp.	194,700		16,643
Independent Power Producers & Energy Traders - 0.2%
NRG Energy, Inc. (a)	41,500		1,824
TOTAL UTILITIES			18,467
TOTAL COMMON STOCKS (Cost $940,781)		1,058,683
Convertible Preferred Stocks - 0.3%

FINANCIALS - 0.3%
Commercial Banks - 0.3%
East West Bancorp, Inc. Series A, 8.00%	800		878
Wachovia Corp. 7.50%	2,200		2,537
			3,415
Diversified Financial Services - 0.0%
CIT Group, Inc. Series C, 8.75%	9,100		495
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $3,552)		3,910
U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 1.59% 6/5/08 (Cost $998)	$ 1,000		999
Money Market Funds - 5.8%
	Shares		Value (000s)
Fidelity Cash Central Fund, 2.51% (b)	47,507,031		$ 47,507
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	16,731,750		16,732
TOTAL MONEY MARKET FUNDS (Cost $64,239)		64,239
TOTAL INVESTMENT PORTFOLIO - 101.3% (Cost $1,009,570)			1,127,831
NET OTHER ASSETS - (1.3)%			(14,693)
NET ASSETS - 100%		$ 1,113,138

Legend

(a) Non-income producing

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

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 795
Fidelity Securities Lending Cash Central Fund	50
Total	$ 845

Other Information

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

United States of America	90.0%
Switzerland	1.5%
Bermuda	1.4%
Netherlands Antilles	1.4%
Cayman Islands	1.1%
Others (individually less than 1%)	4.6%
	100.0%

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, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $16,402) - See accompanying schedule: Unaffiliated issuers (cost $945,331)	$ 1,063,592
Fidelity Central Funds (cost $64,239)	64,239
Total Investments (cost $1,009,570)		$ 1,127,831
Receivable for investments sold		22,470
Receivable for fund shares sold		1,370
Dividends receivable		1,096
Distributions receivable from Fidelity Central Funds		118
Prepaid expenses		2
Other receivables		7
Total assets		1,152,894

Liabilities
Payable for investments purchased	$ 21,576
Payable for fund shares redeemed	587
Accrued management fee	625
Other affiliated payables	203
Other payables and accrued expenses	33
Collateral on securities loaned, at value	16,732
Total liabilities		39,756

Net Assets		$ 1,113,138
Net Assets consist of:
Paid in capital		$ 1,020,997
Undistributed net investment income		2,368
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(28,489)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		118,262
Net Assets, for 40,146 shares outstanding		$ 1,113,138
Net Asset Value, offering price and redemption price per share ($1,113,138 ÷ 40,146 shares)		$ 27.73

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, 2008 (Unaudited)

Investment Income
Dividends		$ 7,392
Interest		54
Income from Fidelity Central Funds		845
Total income		8,291

Expenses
Management fee Basic fee	$ 2,739
Performance adjustment	681
Transfer agent fees	1,012
Accounting and security lending fees	165
Custodian fees and expenses	33
Independent trustees' compensation	2
Registration fees	37
Audit	31
Legal	2
Miscellaneous	33
Total expenses before reductions	4,735
Expense reductions	(8)	4,727
Net investment income (loss)		3,564
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	(22,454)
Foreign currency transactions	13
Futures contracts	(1,224)
Total net realized gain (loss)		(23,665)
Change in net unrealized appreciation (depreciation) on: Investment securities	(69,728)
Assets and liabilities in foreign currencies	(1)
Total change in net unrealized appreciation (depreciation)		(69,729)
Net gain (loss)		(93,394)
Net increase (decrease) in net assets resulting from operations		$ (89,830)

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, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 3,564	$ 5,593
Net realized gain (loss)	(23,665)	58,432
Change in net unrealized appreciation (depreciation)	(69,729)	93,429
Net increase (decrease) in net assets resulting from operations	(89,830)	157,454
Distributions to shareholders from net investment income	(4,996)	(3,953)
Distributions to shareholders from net realized gain	(46,217)	(912)
Total distributions	(51,213)	(4,865)
Share transactions Proceeds from sales of shares	268,608	152,793
Reinvestment of distributions	49,243	4,662
Cost of shares redeemed	(68,740)	(158,019)
Net increase (decrease) in net assets resulting from share transactions	249,111	(564)
Total increase (decrease) in net assets	108,068	152,025

Net Assets
Beginning of period	1,005,070	853,045
End of period (including undistributed net investment income of $2,368 and undistributed net investment income of $4,008, respectively)	$ 1,113,138	$ 1,005,070
Other Information Shares
Sold	9,920	5,039
Issued in reinvestment of distributions	1,639	169
Redeemed	(2,460)	(5,476)
Net increase (decrease)	9,099	(268)

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 32.37	$ 27.24	$ 23.74	$ 21.41	$ 19.96	$ 16.83
Income from Investment Operations
Net investment income (loss) ^D	.10	.19	.16	.25 ^G	.10	.11
Net realized and unrealized gain (loss)	(3.10)	5.10	3.46	2.33	1.47	3.08
Total from investment operations	(3.00)	5.29	3.62	2.58	1.57	3.19
Distributions from net investment income	(.16)	(.13)	(.12)	(.25)	(.12)	(.06)
Distributions from net realized gain	(1.48)	(.03)	-	-	-	-
Total distributions	(1.64)	(.16)	(.12)	(.25)	(.12)	(.06)
Net asset value, end of period	$ 27.73	$ 32.37	$ 27.24	$ 23.74	$ 21.41	$ 19.96
Total Return ^B, ^C	(9.66)%	19.52%	15.29%	12.12%	7.91%	19.01%
Ratios to Average Net Assets ^E, ^H
Expenses before reductions	.96% ^A	.87%	.88%	.84%	.85%	.86%
Expenses net of fee waivers, if any	.96% ^A	.87%	.88%	.84%	.85%	.86%
Expenses net of all reductions	.96% ^A	.87%	.87%	.79%	.81%	.82%
Net investment income (loss)	.72% ^A	.64%	.61%	1.11% ^G	.46%	.63%
Supplemental Data
Net assets, end of period (in millions)	$ 1,113	$ 1,005	$ 853	$ 770	$ 777	$ 790
Portfolio turnover rate ^F	119% ^A	91%	109%	136%	134%	159%

^A Annualized

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

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

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

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

^G Investment income per share reflects a special dividend which amounted to $.14 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets would have been .49%.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

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. On January 17, 2008, the Board of Trustees approved the creation of an additional class of shares. The Fund commenced sale of Class K shares and the existing class was designated Stock Selector on May 9, 2008.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Security Valuation - continued

business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 155,175
Unrealized depreciation	(49,673)
Net unrealized appreciation (depreciation)	$ 105,502
Cost for federal income tax purposes	$ 1,022,329

4. Operating Policies.

Semiannual Report

4. Operating Policies - continued

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $749,209 and $572,051, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged ..26% 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 .69% of the Fund's average net assets.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the Fund's transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

6. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

shareholder reports, except proxy statements. Prior to January 1, 2008, Fidelity Service Company, Inc. (FSC), also an affiliate of FMR was the Fund's transfer agent. For the period the transfer agent fees were equivalent to an annualized rate of .21% of average net assets.

7. 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, which amounted to $1 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Semiannual Report

8. Security Lending - continued

certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $50.

9. 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 $5 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.

10. Other.

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $299, which is recorded in the accompanying Statement of Operations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

10. Other - continued

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000

^A Denotes trust-wide proposal and voting results.

Semiannual Report

Managing Your Investments

By Phone

(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

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 Research & Analysis Company

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.
Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic) Automated line for quickest service

FSS-USAN-0608
1.784916.105

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

Fidelity®
Value
Fund

Semiannual Report

April 30, 2008

(2_fidelity_logos) (Registered_Trademark)

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2007 to April 30, 2008).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value November 1, 2007	Ending Account Value April 30, 2008	Expenses Paid During Period* November 1, 2007 to April 30, 2008
Actual	$ 1,000.00	$ 882.70	$ 3.65
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.98	$ 3.92

* Expenses are equal to the Fund's annualized expense ratio of .78%; multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Avon Products, Inc.	1.2	1.1
The Brink's Co.	1.2	0.9
Allied Waste Industries, Inc.	1.2	0.7
Xerox Corp.	1.1	1.2
Wachovia Corp.	0.9	0.4
National Semiconductor Corp.	0.9	0.8
Sysco Corp.	0.9	0.8
E.W. Scripps Co. Class A	0.9	0.7
Flextronics International Ltd.	0.9	0.9
Eastman Kodak Co.	0.9	1.0
	10.1
Top Five Market Sectors as of April 30, 2008
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	19.5	18.0
Financials	18.5	14.0
Information Technology	15.9	19.5
Energy	11.6	12.2
Industrials	10.9	9.0

Asset Allocation (% of fund's net assets)
As of April 30, 2008 *			As of October 31, 2007 **
	Stocks and Investment Companies 98.6%			Stocks and Investment Companies 99.5%
	Convertible Securities 0.6%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 0.8%			Short-Term Investments and Net Other Assets 0.4%
* Foreign investments		9.4%	** Foreign investments		10.7%

Semiannual Report

Investments April 30, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 19.5%
Auto Components - 0.7%
ArvinMeritor, Inc. (d)	1,503,889		$ 22,468
Gentex Corp.	1,913,960		35,753
Johnson Controls, Inc.	563,600		19,873
The Goodyear Tire & Rubber Co. (a)	2,226,000		59,612
			137,706
Automobiles - 1.5%
Fiat SpA	1,083,800		24,359
Ford Motor Co. (a)(d)	12,500,500		103,254
Harley-Davidson, Inc.	130,100		4,976
Nissan Motor Co. Ltd.	2,913,684		25,979
Renault SA	778,245		80,245
Winnebago Industries, Inc. (d)(e)	2,370,291		38,138
			276,951
Diversified Consumer Services - 1.0%
H&R Block, Inc.	4,949,500		108,246
Hillenbrand, Inc. (a)	2,315,440		44,086
Regis Corp.	401,000		11,709
Service Corp. International	1,849,100		20,544
			184,585
Hotels, Restaurants & Leisure - 2.0%
Brinker International, Inc.	3,569,800		80,999
Carnival Corp. unit	2,910,000		116,895
IHOP Corp.	146,300		6,823
Pinnacle Entertainment, Inc. (a)	650,300		10,093
Royal Caribbean Cruises Ltd.	4,550,520		145,162
Starwood Hotels & Resorts Worldwide, Inc.	97,550		5,093
Vail Resorts, Inc. (a)(d)	195,100		9,527
			374,592
Household Durables - 4.1%
Black & Decker Corp. (d)	2,197,336		144,211
Centex Corp.	3,505,500		72,985
Ethan Allen Interiors, Inc. (d)(e)	2,653,454		72,890
Jarden Corp. (a)	1,452,360		30,964
KB Home	773,900		17,413
La-Z-Boy, Inc. (d)	1,695,400		10,800
Leggett & Platt, Inc.	5,000,450		83,007
Newell Rubbermaid, Inc.	1,593,200		32,708
Pulte Homes, Inc.	1,300,500		16,959
Sealy Corp., Inc. (d)	3,735,244		22,785
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Tempur-Pedic International, Inc. (d)	1,192,200		$ 13,245
The Stanley Works	3,188,900		153,833
Whirlpool Corp. (d)	1,474,300		107,300
			779,100
Leisure Equipment & Products - 2.0%
Brunswick Corp. (e)	5,565,208		92,828
Eastman Kodak Co. (d)	9,501,400		169,980
Mattel, Inc.	1,756,400		32,933
Polaris Industries, Inc. (d)(e)	1,972,200		91,806
Pool Corp.	108,400		2,366
			389,913
Media - 2.8%
Cinemark Holdings, Inc. (d)	4,383,577		64,921
E.W. Scripps Co. Class A	3,858,576		173,289
Gannett Co., Inc. (d)	2,338,300		66,922
Grupo Televisa SA de CV (CPO) sponsored ADR	341,500		8,428
Informa PLC	1,827,600		12,555
Lamar Advertising Co. Class A (d)	498,601		19,715
Liberty Media Corp. - Entertainment Class A (a)	108,400		2,813
Live Nation, Inc. (a)	1,827,962		25,208
Omnicom Group, Inc.	1,474,000		70,369
R.H. Donnelley Corp. (a)(d)	2,672,600		12,802
Regal Entertainment Group Class A (d)	3,859,438		73,175
Valassis Communications, Inc. (a)	883,533		12,546
			542,743
Multiline Retail - 0.7%
Family Dollar Stores, Inc.	3,952,500		84,584
Sears Holdings Corp. (a)(d)	529,841		52,248
			136,832
Specialty Retail - 4.2%
Advance Auto Parts, Inc.	704,400		24,429
AnnTaylor Stores Corp. (a)(d)	2,602,640		65,847
Asbury Automotive Group, Inc. (e)	2,073,233		34,519
AutoNation, Inc. (a)	325,100		5,205
AutoZone, Inc. (a)	732,700		88,474
Chico's FAS, Inc. (a)	1,842,200		13,024
Foot Locker, Inc.	1,691,013		21,391
Group 1 Automotive, Inc. (d)(e)	1,549,900		41,351
OfficeMax, Inc. (e)	4,420,911		80,770
Common Stocks - continued
	Shares		Value (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
PetSmart, Inc.	5,487,633		$ 122,813
Pier 1 Imports, Inc. (a)	1,352,200		10,547
Select Comfort Corp. (a)(d)	1,843,805		5,568
Sherwin-Williams Co.	606,900		33,574
Staples, Inc.	3,468,733		75,272
Talbots, Inc. (d)	242,400		1,946
The Children's Place Retail Stores, Inc. (a)	413,900		9,623
The Men's Wearhouse, Inc.	792,100		21,094
Williams-Sonoma, Inc. (d)(e)	5,467,700		144,347
			799,794
Textiles, Apparel & Luxury Goods - 0.5%
Liz Claiborne, Inc. (e)	5,694,600		100,737
TOTAL CONSUMER DISCRETIONARY			3,722,953
CONSUMER STAPLES - 4.5%
Beverages - 0.3%
Carlsberg AS Series A	75,900		10,083
Cott Corp. (a)(e)	3,743,300		11,114
SABMiller PLC	1,758,100		40,828
			62,025
Food & Staples Retailing - 1.8%
Rite Aid Corp. (a)(d)	18,410,268		49,708
SUPERVALU, Inc.	2,536,700		83,965
Sysco Corp.	5,698,300		174,197
Winn-Dixie Stores, Inc. (a)	1,334,956		23,669
			331,539
Food Products - 0.9%
Cermaq ASA	1,298,500		14,988
Corn Products International, Inc.	184,242		8,545
Leroy Seafood Group ASA (d)	1,182,500		25,090
Marine Harvest ASA (a)(d)	56,214,000		37,218
Tyson Foods, Inc. Class A	5,216,800		92,859
			178,700
Household Products - 0.3%
Energizer Holdings, Inc. (a)	757,626		59,898
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Personal Products - 1.2%
Avon Products, Inc. (d)	5,980,200		$ 233,350
TOTAL CONSUMER STAPLES			865,512
ENERGY - 11.6%
Energy Equipment & Services - 4.2%
BJ Services Co.	1,941,187		54,877
Calfrac Well Services Ltd.	466,100		11,297
Cameron International Corp. (a)	1,395,100		68,681
Compagnie Generale de Geophysique SA (a)	65,000		16,422
FMC Technologies, Inc. (a)	1,134,687		76,251
Nabors Industries Ltd. (a)	1,094,540		41,089
National Oilwell Varco, Inc. (a)	2,064,740		141,331
Noble Corp.	856,300		48,193
Patterson-UTI Energy, Inc.	931,941		26,038
Smith International, Inc.	1,497,000		114,535
Transocean, Inc. (a)	598,434		88,245
Weatherford International Ltd. (a)	1,425,648		115,007
			801,966
Oil, Gas & Consumable Fuels - 7.4%
Arch Coal, Inc.	1,770,025		101,529
Boardwalk Pipeline Partners, LP	1,713,073		43,324
Cabot Oil & Gas Corp.	2,248,800		128,114
Canadian Natural Resources Ltd.	769,100		65,333
CONSOL Energy, Inc.	705,000		57,077
Copano Energy LLC	818,360		30,345
El Paso Pipeline Partners LP	1,262,804		29,423
Energy Transfer Equity LP	1,113,246		38,218
EOG Resources, Inc.	861,700		112,435
EXCO Resources, Inc. (a)	2,347,800		52,403
Foundation Coal Holdings, Inc. (e)	2,575,800		154,496
Hess Corp.	1,048,200		111,319
NuStar Energy LP	480,800		25,699
Peabody Energy Corp.	737,606		45,090
Petrohawk Energy Corp. (a)	498,600		11,787
Plains Exploration & Production Co. (a)	390,300		24,308
Quicksilver Gas Services LP	66,000		1,649
Southwestern Energy Co. (a)	554,400		23,457
Suncor Energy, Inc.	883,000		99,645
Talisman Energy, Inc.	574,400		11,618
Ultra Petroleum Corp. (a)	1,328,355		110,346
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Uranium One, Inc. (a)	975,400		$ 4,504
Valero Energy Corp.	2,741,800		133,937
			1,416,056
TOTAL ENERGY			2,218,022
FINANCIALS - 17.7%
Capital Markets - 2.1%
Bank of New York Mellon Corp.	642,782		27,980
Cohen & Steers, Inc. (d)	491,827		13,732
Fortress Investment Group LLC (d)	1,408,900		20,570
Greenhill & Co., Inc.	65,000		4,228
Janus Capital Group, Inc.	1,189,600		33,380
Legg Mason, Inc.	1,613,270		97,248
Lehman Brothers Holdings, Inc.	2,475,300		109,507
T. Rowe Price Group, Inc.	834,400		48,862
TD Ameritrade Holding Corp. (a)	2,208,750		39,978
			395,485
Commercial Banks - 2.9%
Associated Banc-Corp.	1,278,858		36,153
Boston Private Financial Holdings, Inc. (d)	1,345,826		12,516
Colonial Bancgroup, Inc. (d)	1,810,100		14,734
PNC Financial Services Group, Inc.	585,200		40,584
Sterling Financial Corp., Washington	491,685		6,003
Susquehanna Bancshares, Inc., Pennsylvania	1,038,525		20,656
U.S. Bancorp, Delaware	1,681,600		56,989
UCBH Holdings, Inc. (d)	3,546,023		25,815
UnionBanCal Corp.	1,444,732		75,863
Wachovia Corp. (d)	6,078,767		177,196
Zions Bancorp (d)	1,952,096		90,480
			556,989
Consumer Finance - 1.0%
Capital One Financial Corp. (d)	2,554,900		135,410
Cash America International, Inc.	609,348		24,855
Discover Financial Services	1,951,300		35,533
			195,798
Diversified Financial Services - 1.7%
Bank of America Corp.	2,371,360		89,021
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Diversified Financial Services - continued
Bolsa de Mercadorias & Futuros - BM&F SA	434,300		$ 4,416
CIT Group, Inc.	848,200		9,237
Citigroup, Inc.	1,170,500		29,579
Deutsche Boerse AG	86,700		12,752
JPMorgan Chase & Co.	3,181,600		151,603
KKR Financial Holdings LLC	1,330,080		16,892
Maiden Holdings Ltd. (f)	833,900		6,671
			320,171
Insurance - 2.2%
AMBAC Financial Group, Inc.	2,379,600		11,018
American International Group, Inc.	2,052,600		94,830
LandAmerica Financial Group, Inc.	54,200		1,556
Marsh & McLennan Companies, Inc.	4,119,651		113,661
MBIA, Inc. (d)	2,013,100		20,936
National Financial Partners Corp.	1,116,900		30,067
Principal Financial Group, Inc.	1,709,945		91,756
Willis Group Holdings Ltd.	1,577,500		54,818
			418,642
Real Estate Investment Trusts - 4.7%
Alexandria Real Estate Equities, Inc.	490,900		51,559
Annaly Capital Management, Inc.	650,200		10,897
British Land Co. PLC	546,362		9,136
Chimera Investment Corp.	650,200		9,018
Developers Diversified Realty Corp.	1,426,118		61,252
Digital Realty Trust, Inc. (d)	1,433,092		55,532
General Growth Properties, Inc.	2,963,150		121,371
HCP, Inc.	2,390,500		85,341
Highwoods Properties, Inc. (SBI)	1,499,200		52,532
Kimco Realty Corp. (d)	1,480,600		59,091
Public Storage	1,247,334		113,133
Simon Property Group, Inc.	577,100		57,629
SL Green Realty Corp.	487,700		45,259
UDR, Inc.	2,603,346		65,813
Vornado Realty Trust (d)	1,042,600		97,056
			894,619
Real Estate Management & Development - 1.0%
Brookfield Properties Corp.	2,504,900		50,424
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Management & Development - continued
CB Richard Ellis Group, Inc. Class A (a)(d)	5,235,123		$ 121,036
The St. Joe Co. (d)	243,000		9,883
			181,343
Thrifts & Mortgage Finance - 2.1%
Fannie Mae	3,237,700		91,627
Freddie Mac	3,022,800		75,298
Hudson City Bancorp, Inc.	4,380,400		83,797
MGIC Investment Corp. (d)	601,000		7,831
New York Community Bancorp, Inc. (d)	4,594,200		85,774
People's United Financial, Inc.	693,700		11,772
Washington Federal, Inc.	1,841,124		43,837
			399,936
TOTAL FINANCIALS			3,362,983
HEALTH CARE - 5.0%
Biotechnology - 0.5%
Cephalon, Inc. (a)	1,031,900		64,401
Cubist Pharmaceuticals, Inc. (a)	932,009		18,044
Molecular Insight Pharmaceuticals, Inc. (a)	232,300		1,819
			84,264
Health Care Equipment & Supplies - 0.3%
American Medical Systems Holdings, Inc. (a)(d)	953,700		13,447
Boston Scientific Corp. (a)	1,517,200		20,224
Hill-Rom Holdings, Inc. (d)	964,728		24,244
			57,915
Health Care Providers & Services - 2.5%
AmerisourceBergen Corp.	270,900		10,985
Brookdale Senior Living, Inc. (d)	2,042,119		53,463
Community Health Systems, Inc. (a)	3,370,600		126,499
Emeritus Corp. (a)	497,125		12,254
HealthSouth Corp. (a)(d)	2,711,539		53,336
McKesson Corp.	759,900		39,606
Quest Diagnostics, Inc.	390,100		19,575
Universal Health Services, Inc. Class B	2,306,880		144,503
VCA Antech, Inc. (a)	606,900		19,645
			479,866
Health Care Technology - 0.4%
IMS Health, Inc.	3,243,731		80,282
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - 1.3%
Alpharma, Inc. Class A (a)(d)(e)	3,373,578		$ 83,024
Barr Pharmaceuticals, Inc. (a)	2,384,465		119,772
Schering-Plough Corp.	2,773,950		51,068
			253,864
TOTAL HEALTH CARE			956,191
INDUSTRIALS - 10.9%
Aerospace & Defense - 0.3%
Honeywell International, Inc.	1,064,100		63,208
Air Freight & Logistics - 0.7%
United Parcel Service, Inc. Class B	1,952,700		141,395
Airlines - 0.1%
Delta Air Lines, Inc. (a)	1,833,600		15,604
Building Products - 0.7%
Masco Corp.	6,168,700		112,332
Owens Corning (a)	1,105,400		23,335
			135,667
Commercial Services & Supplies - 3.4%
ACCO Brands Corp. (a)(e)	4,502,091		62,669
Allied Waste Industries, Inc. (a)	17,588,908		217,399
Consolidated Graphics, Inc. (a)(e)	646,140		37,586
Manpower, Inc.	86,700		5,820
R.R. Donnelley & Sons Co.	3,133,634		96,015
The Brink's Co. (e)	3,047,521		221,707
			641,196
Construction & Engineering - 0.3%
Fluor Corp.	225,442		34,463
URS Corp. (a)	717,747		28,954
			63,417
Electrical Equipment - 0.1%
Cooper Industries Ltd. Class A	444,300		18,834
Zumtobel AG	216,800		6,647
			25,481
Machinery - 2.8%
Albany International Corp. Class A	1,741,385		63,212
Briggs & Stratton Corp. (d)(e)	2,603,700		39,628
Eaton Corp.	246,000		21,609
Illinois Tool Works, Inc.	2,748,100		143,698
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Machinery - continued
Ingersoll-Rand Co. Ltd. Class A	563,500		$ 25,008
Navistar International Corp. (a)	856,200		56,295
Pentair, Inc. (d)	3,410,400		125,605
Sulzer AG (Reg.)	348,150		45,685
Wabash National Corp.	1,355,987		11,363
			532,103
Marine - 0.1%
Alexander & Baldwin, Inc.	173,400		8,710
Road & Rail - 1.7%
Canadian National Railway Co.	912,100		47,765
Con-way, Inc. (e)	2,630,700		121,670
CSX Corp.	72,600		4,570
J.B. Hunt Transport Services, Inc.	357,700		12,151
Ryder System, Inc.	2,129,598		145,814
			331,970
Trading Companies & Distributors - 0.4%
Beacon Roofing Supply, Inc. (a)(d)	1,287,500		13,712
W.W. Grainger, Inc.	292,600		25,371
WESCO International, Inc. (a)	942,800		35,082
			74,165
Transportation Infrastructure - 0.3%
Macquarie Infrastructure Co. LLC	1,649,176		48,816
TOTAL INDUSTRIALS			2,081,732
INFORMATION TECHNOLOGY - 15.9%
Communications Equipment - 1.3%
Alcatel-Lucent SA sponsored ADR	11,297,265		75,353
Avocent Corp. (a)	1,040,178		20,294
Dycom Industries, Inc. (a)(e)	4,096,900		58,913
Motorola, Inc.	8,122,700		80,902
Powerwave Technologies, Inc. (a)	4,570,400		12,477
			247,939
Computers & Peripherals - 1.2%
Gemalto NV (a)	227,600		7,362
Intermec, Inc. (a)	1,322,321		27,927
NCR Corp. (a)	3,755,920		92,508
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
NetApp, Inc. (a)	3,484,415		$ 84,323
Western Digital Corp. (a)	715,400		20,739
			232,859
Electronic Equipment & Instruments - 4.4%
Agilent Technologies, Inc. (a)	4,283,351		129,400
Anixter International, Inc. (a)	187,225		10,666
Arrow Electronics, Inc. (a)	5,579,460		151,817
Avnet, Inc. (a)	5,829,453		152,673
Cogent, Inc. (a)	216,776		2,023
Flextronics International Ltd. (a)	16,393,000		170,323
Ingram Micro, Inc. Class A (a)	2,418,300		41,135
Itron, Inc. (a)(d)	519,597		48,364
Jabil Circuit, Inc.	637,835		6,940
Tyco Electronics Ltd.	3,347,967		125,247
			838,588
Internet Software & Services - 1.0%
Google, Inc. Class A (sub. vtg.) (a)	9,800		5,628
VeriSign, Inc. (a)	2,054,600		74,068
Yahoo!, Inc. (a)	3,973,500		108,914
			188,610
IT Services - 1.6%
Accenture Ltd. Class A	552,800		20,758
NeuStar, Inc. Class A (a)	650,900		17,906
The Western Union Co.	6,299,600		144,891
Unisys Corp. (a)	13,487,486		56,108
Visa, Inc.	740,100		61,761
			301,424
Office Electronics - 1.1%
Xerox Corp.	15,141,910		211,532
Semiconductors & Semiconductor Equipment - 4.3%
Advanced Micro Devices, Inc. (a)(d)	5,448,000		32,470
Applied Materials, Inc.	5,725,400		106,836
ASML Holding NV (NY Shares)	2,765,566		78,431
Atmel Corp. (a)	9,040,400		33,630
Fairchild Semiconductor International, Inc. (a)(e)	12,182,010		158,853
Integrated Device Technology, Inc. (a)	4,315,300		46,131
LSI Corp. (a)	3,380,500		20,959
Maxim Integrated Products, Inc.	2,275,200		47,847
MKS Instruments, Inc. (a)	1,698,970		38,821
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
National Semiconductor Corp.	8,674,300		$ 176,869
Standard Microsystems Corp. (a)(e)	1,348,232		39,975
Varian Semiconductor Equipment Associates, Inc. (a)	1,131,849		41,460
			822,282
Software - 1.0%
Electronic Arts, Inc. (a)	2,035,806		104,783
Fair Isaac Corp.	865,121		21,429
Misys PLC	5,741,518		17,894
Parametric Technology Corp. (a)	1,442,900		25,150
THQ, Inc. (a)	693,592		14,760
			184,016
TOTAL INFORMATION TECHNOLOGY			3,027,250
MATERIALS - 2.9%
Chemicals - 1.4%
Albemarle Corp.	1,531,051		57,277
Arkema sponsored ADR (a)	314,000		18,008
Chemtura Corp.	11,256,977		77,898
FMC Corp.	86,700		5,443
Georgia Gulf Corp. (d)	554,283		3,331
H.B. Fuller Co.	1,542,500		35,601
Nalco Holding Co.	173,400		3,986
Rohm & Haas Co.	845,300		45,181
W.R. Grace & Co. (a)	607,000		15,394
			262,119
Containers & Packaging - 0.6%
Ball Corp.	747,800		40,217
Owens-Illinois, Inc. (a)	1,097,214		60,511
Rock-Tenn Co. Class A	590,311		20,029
			120,757
Metals & Mining - 0.9%
Alcoa, Inc.	2,515,240		87,480
Barrick Gold Corp.	359,500		13,818
Goldcorp, Inc.	108,400		3,854
Kinross Gold Corp.	943,400		17,826
Lihir Gold Ltd. (a)	4,707,902		13,056
Common Stocks - continued
	Shares		Value (000s)
MATERIALS - continued
Metals & Mining - continued
Newcrest Mining Ltd.	776,981		$ 21,180
Randgold Resources Ltd. sponsored ADR	481,466		21,916
			179,130
TOTAL MATERIALS			562,006
TELECOMMUNICATION SERVICES - 2.1%
Diversified Telecommunication Services - 1.6%
AT&T, Inc.	1,421,340		55,020
Cbeyond, Inc. (a)	216,934		4,282
Cincinnati Bell, Inc. (a)	6,247,695		28,989
Embarq Corp.	899,700		37,401
Qwest Communications International, Inc.	16,901,784		87,213
Verizon Communications, Inc.	2,194,900		84,460
			297,365
Wireless Telecommunication Services - 0.5%
Crown Castle International Corp. (a)	1,005,900		39,079
Sprint Nextel Corp.	7,547,600		60,305
			99,384
TOTAL TELECOMMUNICATION SERVICES			396,749
UTILITIES - 8.1%
Electric Utilities - 4.3%
Allegheny Energy, Inc.	2,007,900		108,025
American Electric Power Co., Inc.	1,611,500		71,921
DPL, Inc.	2,813,444		78,298
Edison International	2,055,280		107,224
Entergy Corp.	1,369,460		157,296
FirstEnergy Corp.	1,060,700		80,231
Fortum Oyj	43,400		1,848
FPL Group, Inc.	1,261,600		83,631
Great Plains Energy, Inc.	379,417		9,728
PPL Corp. (d)	2,594,632		124,594
			822,796
Gas Utilities - 0.1%
Energen Corp.	162,500		11,089
Independent Power Producers & Energy Traders - 2.4%
AES Corp. (a)	3,282,100		56,977
Constellation Energy Group, Inc.	1,382,559		117,034
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - continued
NRG Energy, Inc. (a)	3,572,000		$ 156,989
Reliant Energy, Inc. (a)	5,082,983		130,836
			461,836
Multi-Utilities - 1.3%
CMS Energy Corp.	1,845,600		26,909
PNM Resources, Inc.	216,800		3,141
Public Service Enterprise Group, Inc.	2,657,200		116,678
Wisconsin Energy Corp.	2,060,100		97,772
			244,500
TOTAL UTILITIES			1,540,221
TOTAL COMMON STOCKS (Cost $19,215,546)		18,733,619
Preferred Stocks - 0.8%

Convertible Preferred Stocks - 0.6%
FINANCIALS - 0.6%
Capital Markets - 0.3%
Lehman Brothers Holdings, Inc. 7.25%	52,200		61,644
Commercial Banks - 0.1%
Huntington Bancshares, Inc. 8.50%	21,700		20,862
Diversified Financial Services - 0.2%
CIT Group, Inc. Series C, 8.75%	157,700		8,577
Citigroup, Inc. Series T, 6.50%	394,148		20,059
			28,636
TOTAL FINANCIALS			111,142
Nonconvertible Preferred Stocks - 0.2%
FINANCIALS - 0.2%
Thrifts & Mortgage Finance - 0.2%
Fannie Mae Series S, 8.25%	591,326		14,807
Freddie Mac Series Z, 8.375%	571,535		14,631
			29,438
TOTAL PREFERRED STOCKS (Cost $130,324)		140,580
Investment Companies - 0.2%
	Shares		Value (000s)
Ares Capital Corp. (e) (Cost $60,497)	3,874,411		$ 43,626
Money Market Funds - 5.3%

Fidelity Cash Central Fund, 2.51% (b)	194,215,418		194,215
Fidelity Securities Lending Cash Central Fund, 2.44% (b)(c)	823,403,772		823,404
TOTAL MONEY MARKET FUNDS (Cost $1,017,619)		1,017,619
TOTAL INVESTMENT PORTFOLIO - 104.5% (Cost $20,423,986)			19,935,444
NET OTHER ASSETS - (4.5)%			(859,677)
NET ASSETS - 100%		$ 19,075,767

Legend

(a) Non-income producing

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $6,671,000 or 0.0% of net assets.

Affiliated Central Funds

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

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 3,402
Fidelity Securities Lending Cash Central Fund	5,583
Total	$ 8,985

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
ACCO Brands Corp.	$ 67,487	$ 19,973	$ -	$ -	$ 62,669
Alpharma, Inc. Class A	69,563	-	-	-	83,024
Ares Capital Corp.	32,105	34,679	8,262	2,204	43,626
Asbury Automotive Group, Inc.	38,002	-	-	933	34,519
Briggs & Stratton Corp.	58,609	-	-	1,146	39,628
Brunswick Corp.	124,160	-	-	3,339	92,828
Con-way, Inc.	75,603	36,345	-	450	121,670
Consolidated Graphics, Inc.	-	30,748	-	-	37,586
Cott Corp.	26,523	-	-	-	11,114
Dycom Industries, Inc.	110,347	2,858	-	-	58,913
Ethan Allen Interiors, Inc.	63,888	16,330	-	1,117	72,890
Fairchild Semiconductor International, Inc.	154,421	56,342	-	-	158,853
Foundation Coal Holdings, Inc.	105,348	5,073	-	258	154,496
Group 1 Automotive, Inc.	48,124	-	-	434	41,351
Intermec, Inc.	145,508	-	97,441	-	-
Liz Claiborne, Inc.	152,323	6,561	-	621	100,737
MGI Pharma, Inc.	137,620	-	163,711	-	-
OfficeMax, Inc.	122,042	14,765	-	1,326	80,770
Polaris Industries, Inc.	96,993	-	-	1,499	91,806
Standard Microsystems Corp.	52,581	-	-	-	39,975
The Brink's Co.	207,248	-	18,774	662	221,707
Williams-Sonoma, Inc.	136,453	26,462	-	1,279	144,347
Winnebago Industries, Inc.	61,106	-	-	569	38,138
Total	$ 2,086,054	$ 250,136	$ 288,188	$ 15,837	$ 1,730,647

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, 2008 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $792,441) - See accompanying schedule: Unaffiliated issuers (cost $17,240,123)	$ 17,187,178
Fidelity Central Funds (cost $1,017,619)	1,017,619
Other affiliated issuers (cost $2,166,244)	1,730,647
Total Investments (cost $20,423,986)		$ 19,935,444
Foreign currency held at value (cost $1,259)		1,259
Receivable for investments sold		94,307
Receivable for fund shares sold		20,019
Dividends receivable		14,265
Distributions receivable from Fidelity Central Funds		2,056
Prepaid expenses		45
Other receivables		1,115
Total assets		20,068,510

Liabilities
Payable for investments purchased	$ 138,553
Payable for fund shares redeemed	18,032
Accrued management fee	8,998
Other affiliated payables	3,313
Other payables and accrued expenses	443
Collateral on securities loaned, at value	823,404
Total liabilities		992,743

Net Assets		$ 19,075,767
Net Assets consist of:
Paid in capital		$ 18,256,136
Undistributed net investment income		71,830
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,236,360
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(488,559)
Net Assets, for 264,895 shares outstanding		$ 19,075,767
Net Asset Value, offering price and redemption price per share ($19,075,767 ÷ 264,895 shares)		$ 72.01

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

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)

Investment Income
Dividends (including $15,837 earned from other affiliated issuers)		$ 155,767
Interest		125
Income from Fidelity Central Funds		8,985
Total income		164,877

Expenses
Management fee Basic fee	$ 53,373
Performance adjustment	(239)
Transfer agent fees	19,675
Accounting and security lending fees	903
Custodian fees and expenses	186
Independent trustees' compensation	42
Depreciation in deferred trustee compensation account	(2)
Registration fees	154
Audit	53
Legal	42
Interest	10
Miscellaneous	446
Total expenses before reductions	74,643
Expense reductions	(516)	74,127
Net investment income (loss)		90,750
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,164,891
Other affiliated issuers	67,911
Investment not meeting investment restrictions	(406)
Foreign currency transactions	(109)
Payment from investment advisor for loss on investment not meeting investment restrictions	406
Total net realized gain (loss)		1,232,693
Change in net unrealized appreciation (depreciation) on: Investment securities	(3,970,712)
Assets and liabilities in foreign currencies	(16)
Total change in net unrealized appreciation (depreciation)		(3,970,728)
Net gain (loss)		(2,738,035)
Net increase (decrease) in net assets resulting from operations		$ (2,647,285)

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended April 30, 2008 (Unaudited)	Year ended October 31, 2007
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 90,750	$ 154,774
Net realized gain (loss)	1,232,693	1,959,508
Change in net unrealized appreciation (depreciation)	(3,970,728)	756,679
Net increase (decrease) in net assets resulting from operations	(2,647,285)	2,870,961
Distributions to shareholders from net investment income	(140,083)	(115,709)
Distributions to shareholders from net realized gain	(1,773,556)	(1,258,330)
Total distributions	(1,913,639)	(1,374,039)
Share transactions Proceeds from sales of shares	2,183,345	6,749,376
Reinvestment of distributions	1,855,500	1,333,929
Cost of shares redeemed	(2,960,229)	(4,175,058)
Net increase (decrease) in net assets resulting from share transactions	1,078,616	3,908,247
Total increase (decrease) in net assets	(3,482,308)	5,405,169

Net Assets
Beginning of period	22,558,075	17,152,906
End of period (including undistributed net investment income of $71,830 and undistributed net investment income of $133,707, respectively)	$ 19,075,767	$ 22,558,075
Other Information Shares
Sold	29,884	78,675
Issued in reinvestment of distributions	23,834	16,752
Redeemed	(40,580)	(48,316)
Net increase (decrease)	13,138	47,111

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

Semiannual Report

Financial Highlights

	Six months ended April 30, 2008	Years ended October 31,
	(Unaudited)	2007	2006	2005	2004	2003
Selected Per-Share Data
Net asset value, beginning of period	$ 89.60	$ 83.82	$ 75.61	$ 68.71	$ 57.91	$ 44.71
Income from Investment Operations
Net investment income (loss) ^D	.35	.64	.61	.43	.24	.33
Net realized and unrealized gain (loss)	(10.29)	11.79	13.17	10.34	10.84	13.23
Total from investment operations	(9.94)	12.43	13.78	10.77	11.08	13.56
Distributions from net investment income	(.56)	(.56)	(.43)	(.16)	(.23)	(.36)
Distributions from net realized gain	(7.09)	(6.09)	(5.14)	(3.71)	(.05)	-
Total distributions	(7.65)	(6.65)	(5.57)	(3.87)	(.28)	(.36)
Net asset value, end of period	$ 72.01	$ 89.60	$ 83.82	$ 75.61	$ 68.71	$ 57.91
Total Return ^{B, C}	(11.73)%	15.82%	19.01%	16.13%	19.21%	30.52%
Ratios to Average Net Assets ^{E, G}
Expenses before reductions	.78% ^A	.70%	.67%	.73%	.95%	1.00%
Expenses net of fee waivers, if any	.78% ^A	.70%	.67%	.73%	.95%	1.00%
Expenses net of all reductions	.77% ^A	.69%	.66%	.72%	.93%	.98%
Net investment income (loss)	.95% ^A	.74%	.76%	.58%	.37%	.66%
Supplemental Data
Net assets, end of period (in millions)	$ 19,076	$ 22,558	$ 17,153	$ 13,040	$ 8,902	$ 6,328
Portfolio turnover rate ^F	53% ^A	44%	36%	29%	40%	40%

^A Annualized

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

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

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

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

^G 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 fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

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

Semiannual Report

Notes to Financial Statements

For the period ended April 30, 2008 (Unaudited)

(Amounts in thousands except ratios)

1. Organization.

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. On January 17, 2008, the Board of Trustees approved the creation of an additional class of shares. The Fund commenced sale of Class K shares and the existing class was designated Value on May 9, 2008.

2. Investments in Fidelity Central Funds.

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

3. Significant Accounting Policies.

Semiannual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

securities are valued at the last quoted bid price. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day.

Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date.

Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The Fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

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

Unrealized appreciation	$ 2,613,466
Unrealized depreciation	(3,124,472)
Net unrealized appreciation (depreciation)	$ (511,006)
Cost for federal income tax purposes	$ 20,446,450

4. Operating Policies.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Operating Policies - continued

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

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $5,147,818 and $5,968,454 respectively.

The Fund realized a loss on the sale of an investment not meeting the investment restrictions of the Fund. The loss was fully reimbursed by the Fund's investment advisor.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged ..26% 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 .55% of the Fund's 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.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees - continued

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

Borrower or Lender	Average Daily Loan Balance	Weighted Average Interest Rate	Interest Expense
Borrower	$ 41,662	4.50%	$ 10

7. 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, which amounted to $19 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

8. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Security Lending - continued

disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Net income from lending portfolio securities during the period amounted to $5,583.

9. 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 $96 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 $13 and $407, respectively.

10. Other.

At the end of the period, the Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 28% of the total outstanding shares of the Fund.

Semiannual Report

10. Other - continued

In March 2008, the Trustees approved a method for allocating this payment among the funds and, in total, FMR paid the fund $564, which is recorded in the accompanying Statement of Operations.

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees.^A
	# of Votes	% of Votes
James C. Curvey
Affirmative	23,119,124,829.71	94.630
Withheld	1,311,945,572.61	5.370
TOTAL	24,431,070,402.32	100.000
Dennis J. Dirks
Affirmative	23,264,895,678.33	95.227
Withheld	1,166,174,723.99	4.773
TOTAL	24,431,070,402.32	100.000
Edward C. Johnson 3d
Affirmative	23,048,702,160.33	94.342
Withheld	1,382,368,241.99	5.658
TOTAL	24,431,070,402.32	100.000
Alan J. Lacy
Affirmative	23,227,703,560.69	95.074
Withheld	1,203,366,841.63	4.926
TOTAL	24,431,070,402.32	100.000
Ned C. Lautenbach
Affirmative	23,204,734,087.83	94.980
Withheld	1,226,336,314.49	5.020
TOTAL	24,431,070,402.32	100.000
Joseph Mauriello
Affirmative	23,241,851,999.48	95.132
Withheld	1,189,218,402.84	4.868
TOTAL	24,431,070,402.32	100.000
Cornelia M. Small
Affirmative	23,238,535,444.69	95.119
Withheld	1,192,534,957.63	4.881
TOTAL	24,431,070,402.32	100.000
William S. Stavropoulos
Affirmative	23,115,529,078.86	94.615
Withheld	1,315,541,323.46	5.385
TOTAL	24,431,070,402.32	100.000
David M. Thomas
Affirmative	23,252,717,495.51	95.177
Withheld	1,178,352,906.81	4.823
TOTAL	24,431,070,402.32	100.000
Michael E. Wiley
Affirmative	23,205,390,737.79	94.983
Withheld	1,225,679,664.53	5.017
TOTAL	24,431,070,402.32	100.000
PROPOSAL 2
To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.^A
	# of Votes	% of Votes
Affirmative	18,156,725,598.66	74.318
Against	4,525,430,963.48	18.523
Abstain	1,194,721,132.34	4.890
Broker Non-Votes	554,192,707.84	2.269
TOTAL	24,431,070,402.32	100.000
PROPOSAL 4
For Fidelity Value Fund, a shareholder proposal concerning "oversight procedures to screen out investments in companies that, in the judgement of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity."
	# of Votes	% of Votes
Affirmative	2,774,086,002.08	26.226
Against	6,910,167,072.69	65.327
Abstain	615,747,310.51	5.822
Broker Non-Votes	277,754,578.20	2.625
TOTAL	10,577,754,963.48	100.000

^A Denotes trust-wide proposal and voting results.

Annual Report

Managing Your Investments

By Phone

(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
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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
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

15445 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
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Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
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6326 Canoga Avenue
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Colorado

281 East Flatiron Circle
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Denver, CO

9185 Westview Road
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Connecticut

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Delaware

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Florida

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121 Alhambra Plaza
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Jacksonville, FL

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Naples, FL

230 Royal Palm Way
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Sarasota, FL

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Tampa, FL

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Wellington, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

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Chicago, IL

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Highland Park, IL

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Oak Brook, IL

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Orland Park, IL

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Indiana

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Indianapolis, IN

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Indianapolis, IN

Kansas

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Overland Park, KS

Maine

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Portland, ME

Maryland

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Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

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Boston, MA

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Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Semiannual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
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Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
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Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
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1735 Market Street
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12001 Perry Highway
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Rhode Island

10 Memorial Boulevard
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Tennessee

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Texas

10000 Research Boulevard
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12532 Memorial Drive
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Utah

279 West South Temple
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Virginia

1861 International Drive
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1518 6th Avenue
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Washington, DC

1900 K Street, N.W.
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Wisconsin

16020 West Bluemound Road
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Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

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
To Your Account

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

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

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Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
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Attn: Distribution Services
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P.O. Box 770001
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Attn: Distribution Services
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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 Research & Analysis Company

Fidelity Investments Japan Limited

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(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

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Operations Company Inc.

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Fidelity Service Company, Inc.

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Custodian

Mellon Bank, N.A.
Pittsburgh, PA

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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. Investments

(a) Not applicable.

(b) Not applicable

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

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Capital Trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the 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 second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	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/ Kenneth Robins
	Kenneth Robins
	President and Treasurer

Date:	June 27, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Kenneth Robins
	Kenneth Robins
	President and Treasurer

Date:	June 27, 2008

By:	/s/Joseph B. Hollis
	Joseph B. Hollis
	Chief Financial Officer

Date:	June 27, 2008

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

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements (Unaudited)

Proxy Voting Results

Managing Your Investments

To Visit Fidelity

To Write Fidelity

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Managing Your Investments

To Write Fidelity

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Managing Your Investments

To Write Fidelity

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes (Unaudited)

Investments April 30, 2008 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Managing Your Investments

To Visit Fidelity

To Write Fidelity