N-CSR 1 main.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2841

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

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

Eric D. Roiter, Secretary

82 Devonshire St.

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

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

Date of fiscal year end:	October 31

Date of reporting period:	October 31, 2006

Item 1. Reports to Stockholders

Fidelity®

Disciplined Equity

Fund

Annual Report

October 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at 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 Corp. or an affiliated company.

Annual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Stock and bond markets around the world have seen largely positive results year to date, although weakness in the technology sector and growth stocks in general have tempered performance. While financial markets are always unpredictable, 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

Annual Report

Performance: The Bottom Line

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

Average Annual Total Returns

Periods ended October 31, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Disciplined Equity Fund	16.16%	8.93%	9.30%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Disciplined Equity Fund on October 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Steven Snider, Portfolio Manager of Fidelity® Disciplined Equity Fund for most of the period covered by this report.

U.S. equity investors had much to feel good about during the 12-month period ending October 31, 2006. On October 3, the Dow Jones Industrial Average^SM closed above its all-time high set back in January 2000. On October 19 - the 19^th anniversary of the 1987 stock market crash - the Dow made history again, recording its first close above 12,000. The Dow finished the 12-month period with a gain of 18.47%. The Standard & Poor's 500^SM Index and the NASDAQ Composite® Index also did well, returning 16.34% and 12.49%, respectively. There were a number of reasons for the equity market's impressive results, particularly the consistently strong quarterly earnings reported by U.S. corporations. The Federal Reserve Board also played a significant role. Though its inflation fighting efforts caused investors anguish at times, the Board seemed to successfully accomplish its mission of engineering a "soft landing" - where inflation doesn't get too hot and economic growth doesn't get too cold - leading to what Wall Street calls a "Goldilocks economy."

The fund gained 16.16% during the past year, slightly trailing the S&P 500®. The fund benefited versus the index from strong stock selection within the materials, industrials, information technology and financials sectors, while stock and industry selection within health care and consumer discretionary dragged down returns somewhat. Retailer JCPenney was the top contributor, benefiting from improved operating efficiency and a good economy. Steel producer Nucor was another good performer for the fund, benefiting from increased overseas demand. Rail transportation company CSX added value, its stock boosted by substantial demand for long-haul shipping. Agricultural producer Archer-Daniels-Midland did well, as it experienced growth in its sweeteners and starches division and a boom in ethanol demand. Conversely, the fund's overweighted position in capital goods company Caterpillar and out-of-index holding in homebuilder Toll Brothers were negatives, as both stocks declined due to concerns about a slowdown in the housing market and rising mortgage rates. Untimely trading in energy services company Schlumberger also dampened returns. Another disappointment was health care giant Aetna, whose shares lost ground when a major sell-off earlier in 2006 hit HMO stocks hard. Of these detractors, only Caterpillar was still held by the fund at period end.

Note to shareholders: Keith Quinton became Portfolio Manager of the fund on October 9, 2006.

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

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, 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 (May 1, 2006 to October 31, 2006).

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.

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.

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 May 1, 2006	Ending Account Value October 31, 2006	Expenses Paid During Period* May 1, 2006 to October 31, 2006
Actual	$ 1,000.00	$ 1,048.30	$ 4.75
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.57	$ 4.69

* Expenses are equal to the Fund's annualized expense ratio of .92%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	3.7	1.3
Merck & Co., Inc.	3.4	0.3
Morgan Stanley	3.2	1.4
International Business Machines Corp.	3.1	2.1
Exxon Mobil Corp.	2.9	4.5
Hewlett-Packard Co.	2.8	2.5
Citigroup, Inc.	2.3	2.4
JCPenney Co., Inc.	2.2	2.4
TXU Corp.	2.2	1.3
Marathon Oil Corp.	2.1	0.3
	27.9
Top Five Market Sectors as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.0	23.0
Information Technology	15.2	13.5
Health Care	12.2	10.0
Consumer Discretionary	10.9	11.2
Industrials	9.9	10.9

Asset Allocation (% of fund's net assets)
As of October 31, 2006 *			As of April 30, 2006 **
	Stocks and Equity Futures 99.8%			Stocks and Equity Futures 97.6%
	Short-Term Investments and Net Other Assets 0.2%			Short-Term Investments and Net Other Assets 2.4%
* Foreign investments		3.4%	** Foreign investments		0.9%

Annual Report

Investments October 31, 2006

Showing Percentage of Net Assets

Common Stocks - 98.9%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.9%
Auto Components - 0.3%
Autoliv, Inc.	334,000		$ 18,995
Automobiles - 0.2%
General Motors Corp. (d)	500,000		17,460
Diversified Consumer Services - 0.3%
Sotheby's Class A (ltd. vtg.)	500,000		19,000
Hotels, Restaurants & Leisure - 2.0%
Jack in the Box, Inc. (a)	149,400		8,383
McDonald's Corp.	2,825,000		118,424
Yum! Brands, Inc.	500,000		29,730
			156,537
Household Durables - 0.2%
Interface, Inc. Class A (a)	1,000,000		14,550
Whirlpool Corp.	49,400		4,294
			18,844
Internet & Catalog Retail - 0.3%
Priceline.com, Inc. (a)	500,000		20,145
Media - 1.0%
McGraw-Hill Companies, Inc.	1,250,000		80,213
Multiline Retail - 5.6%
Family Dollar Stores, Inc.	1,000,000		29,450
Federated Department Stores, Inc.	500,000		21,955
JCPenney Co., Inc.	2,314,100		174,090
Kohl's Corp. (a)	2,163,600		152,750
Nordstrom, Inc.	1,137,200		53,846
			432,091
Specialty Retail - 0.9%
American Eagle Outfitters, Inc.	581,600		26,637
AnnTaylor Stores Corp. (a)	524,100		23,071
Gymboree Corp. (a)	410,500		19,072
			68,780
Textiles, Apparel & Luxury Goods - 0.1%
Phillips-Van Heusen Corp.	190,800		8,731
TOTAL CONSUMER DISCRETIONARY			840,796
CONSUMER STAPLES - 9.0%
Beverages - 1.6%
Coca-Cola Enterprises, Inc.	5,000,000		100,150
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Beverages - continued
Molson Coors Brewing Co. Class B	283,200		$ 20,158
Pepsi Bottling Group, Inc.	68,900		2,179
			122,487
Food & Staples Retailing - 2.1%
Kroger Co.	5,250,000		118,073
Longs Drug Stores Corp.	149,100		6,417
Safeway, Inc.	1,240,000		36,406
			160,896
Food Products - 3.5%
Archer-Daniels-Midland Co.	3,231,600		124,417
ConAgra Foods, Inc.	750,000		19,613
Corn Products International, Inc.	561,400		20,317
General Mills, Inc.	1,428,100		81,145
Hormel Foods Corp.	187,000		6,753
Sanderson Farms, Inc. (d)	640,700		16,998
			269,243
Household Products - 0.3%
Energizer Holdings, Inc. (a)	250,000		19,538
Personal Products - 0.1%
NBTY, Inc. (a)	378,600		10,533
Tobacco - 1.4%
Altria Group, Inc.	500,000		40,665
British American Tobacco PLC sponsored ADR	500,000		27,500
Loews Corp. - Carolina Group	727,900		42,087
			110,252
TOTAL CONSUMER STAPLES			692,949
ENERGY - 9.4%
Energy Equipment & Services - 0.3%
GlobalSantaFe Corp.	500,000		25,950
Oil, Gas & Consumable Fuels - 9.1%
Chevron Corp.	500,000		33,600
ConocoPhillips	2,297,268		138,387
Exxon Mobil Corp.	3,171,400		226,501
Frontier Oil Corp.	750,000		22,050
Hess Corp.	1,000,000		42,400
Marathon Oil Corp.	1,913,300		165,309
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Valero Energy Corp.	1,300,000		$ 68,029
Western Refining, Inc.	164,361		3,872
			700,148
TOTAL ENERGY			726,098
FINANCIALS - 22.0%
Capital Markets - 7.8%
Bear Stearns Companies, Inc.	500,000		75,675
Goldman Sachs Group, Inc.	750,000		142,343
Knight Capital Group, Inc. Class A (a)	411,700		7,678
Lehman Brothers Holdings, Inc.	1,063,800		82,806
Merrill Lynch & Co., Inc.	500,000		43,710
Morgan Stanley	3,265,700		249,597
			601,809
Commercial Banks - 1.1%
Allied Irish Banks PLC sponsored ADR	750,000		40,980
Societe Generale Series A	250,000		41,547
			82,527
Diversified Financial Services - 8.5%
Bank of America Corp.	2,868,300		154,515
Citigroup, Inc.	3,517,300		176,428
ING Groep NV sponsored ADR	850,000		37,681
JPMorgan Chase & Co.	6,100,000		289,378
			658,002
Insurance - 4.0%
Allied World Assurance Co. Holdings Ltd.	250,000		10,440
Allstate Corp.	2,300,000		141,128
American Financial Group, Inc., Ohio	357,900		17,129
Assurant, Inc.	300,000		15,798
Axis Capital Holdings Ltd.	400,000		13,140
Lincoln National Corp.	460,000		29,123
Loews Corp.	980,300		38,153
Reinsurance Group of America, Inc.	350,000		19,740
The Chubb Corp.	373,200		19,836
			304,487
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Thrifts & Mortgage Finance - 0.6%
Countrywide Financial Corp.	1,250,000		$ 47,650
TOTAL FINANCIALS			1,694,475
HEALTH CARE - 12.2%
Health Care Equipment & Supplies - 1.2%
Becton, Dickinson & Co.	1,300,000		91,039
Health Care Providers & Services - 2.2%
AMERIGROUP Corp. (a)	421,600		12,631
CIGNA Corp.	475,000		55,566
Humana, Inc. (a)	1,206,113		72,367
Magellan Health Services, Inc. (a)	196,800		8,588
McKesson Corp.	376,000		18,834
			167,986
Health Care Technology - 0.2%
Emdeon Corp. (a)	1,439,300		16,768
Pharmaceuticals - 8.6%
AstraZeneca PLC sponsored ADR	651,700		38,255
Johnson & Johnson	2,250,000		151,650
King Pharmaceuticals, Inc. (a)	1,375,000		23,004
Merck & Co., Inc.	5,863,400		266,316
Pfizer, Inc.	2,500,000		66,625
Wyeth	2,225,000		113,542
			659,392
TOTAL HEALTH CARE			935,185
INDUSTRIALS - 9.9%
Aerospace & Defense - 3.1%
General Dynamics Corp.	360,000		25,596
Goodrich Corp.	1,000,000		44,090
Lockheed Martin Corp.	1,000,000		86,930
Raytheon Co.	1,636,700		81,753
			238,369
Airlines - 0.4%
Continental Airlines, Inc. Class B (a)	788,900		29,095
Commercial Services & Supplies - 0.8%
Allied Waste Industries, Inc.	1,573,700		19,120
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Manpower, Inc.	400,000		$ 27,108
Waste Management, Inc.	500,000		18,740
			64,968
Industrial Conglomerates - 0.3%
McDermott International, Inc. (a)	450,000		20,115
Machinery - 3.8%
Caterpillar, Inc.	2,430,300		147,544
Cummins, Inc.	265,000		33,650
Deere & Co.	750,000		63,848
Gardner Denver, Inc. (a)	539,600		18,341
Terex Corp. (a)	500,000		25,880
			289,263
Road & Rail - 1.5%
CSX Corp.	3,346,600		119,373
TOTAL INDUSTRIALS			761,183
INFORMATION TECHNOLOGY - 15.2%
Communications Equipment - 2.3%
Cisco Systems, Inc. (a)	3,118,000		75,237
CommScope, Inc. (a)	500,000		15,955
Motorola, Inc.	3,790,400		87,407
			178,599
Computers & Peripherals - 6.9%
Brocade Communications Systems, Inc. (a)	4,903,100		39,764
Hewlett-Packard Co.	5,629,100		218,071
International Business Machines Corp.	2,555,700		235,968
Lexmark International, Inc. Class A (a)	560,000		35,610
			529,413
Electronic Equipment & Instruments - 0.7%
Arrow Electronics, Inc. (a)	550,000		16,418
Ingram Micro, Inc. Class A (a)	1,000,000		20,610
Solectron Corp. (a)	6,000,000		20,040
			57,068
Internet Software & Services - 0.3%
RealNetworks, Inc. (a)	1,730,400		19,000
Office Electronics - 1.5%
Xerox Corp. (a)	7,000,000		119,000
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - 1.9%
Freescale Semiconductor, Inc. Class B (a)	750,000		$ 29,498
Lam Research Corp. (a)	1,500,000		74,175
Novellus Systems, Inc. (a)	950,000		26,268
ON Semiconductor Corp. (a)	2,460,000		15,301
			145,242
Software - 1.6%
BEA Systems, Inc. (a)	1,000,000		16,270
BMC Software, Inc. (a)	1,151,300		34,896
Oracle Corp. (a)	4,000,000		73,880
			125,046
TOTAL INFORMATION TECHNOLOGY			1,173,368
MATERIALS - 3.1%
Chemicals - 0.3%
OM Group, Inc. (a)	330,700		18,850
Metals & Mining - 2.8%
AK Steel Holding Corp. (a)	1,381,600		20,627
Allegheny Technologies, Inc.	500,000		39,365
Chaparral Steel Co.	500,000		20,795
Commercial Metals Co.	886,800		23,598
Nucor Corp.	1,557,500		90,974
Oregon Steel Mills, Inc. (a)	390,700		21,254
			216,613
TOTAL MATERIALS			235,463
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 3.6%
AT&T, Inc.	3,211,000		109,977
BellSouth Corp.	1,950,000		87,945
Qwest Communications International, Inc. (a)	8,800,400		75,947
			273,869
UTILITIES - 3.6%
Electric Utilities - 1.4%
Allegheny Energy, Inc. (a)	1,000,000		43,030
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - continued
Electric Utilities - continued
Exelon Corp.	500,000		$ 30,990
FirstEnergy Corp.	515,000		30,308
			104,328
Independent Power Producers & Energy Traders - 2.2%
TXU Corp.	2,712,200		171,221
TOTAL UTILITIES			275,549
TOTAL COMMON STOCKS (Cost $6,571,020)		7,608,935

U.S. Treasury Obligations - 0.1%
	Principal Amount (000s)
U.S. Treasury Bills, yield at date of purchase 4.69% to 4.78% 11/2/06 to 12/7/06 (e) (Cost $9,181)	$ 9,200	9,181

Money Market Funds - 1.7%
	Shares
Fidelity Cash Central Fund, 5.34% (b)	115,404,494		115,404
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	14,064,550		14,065
TOTAL MONEY MARKET FUNDS (Cost $129,469)		129,469
TOTAL INVESTMENT PORTFOLIO - 100.7% (Cost $6,709,670)			7,747,585
NET OTHER ASSETS - (0.7)%			(53,480)
NET ASSETS - 100%		$ 7,694,105

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Equity Index Contracts
192 S&P 500 Index Contracts	Dec. 2006	$ 66,394	$ 129

The face value of futures purchased as a percentage of net assets - 0.9%

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) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $9,181,000.

Affiliated Central Funds

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

Fund	Income earned (Amount in thousands)
Fidelity Cash Central Fund	$ 9,459
Fidelity Securities Lending Cash Central Fund	87
Total	$ 9,546

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	October 31, 2006

Assets
Investment in securities, at value (including securities loaned of $13,915) - See accompanying schedule: Unaffiliated issuers (cost $6,580,201)	$ 7,618,116
Fidelity Central Funds (cost $129,469)	129,469
Total Investments (cost $6,709,670)		$ 7,747,585
Receivable for investments sold		13,888
Receivable for fund shares sold		3,711
Dividends receivable		6,625
Interest receivable		1,022
Other receivables		114
Total assets		7,772,945

Liabilities
Payable for investments purchased	$ 56,855
Payable for fund shares redeemed	1,995
Accrued management fee	4,148
Other affiliated payables	1,530
Other payables and accrued expenses	247
Collateral on securities loaned, at value	14,065
Total liabilities		78,840

Net Assets		$ 7,694,105
Net Assets consist of:
Paid in capital		$ 5,984,336
Undistributed net investment income		34,504
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		637,221
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,038,044
Net Assets, for 249,577 shares outstanding		$ 7,694,105
Net Asset Value, offering price and redemption price per share ($7,694,105 ÷ 249,577 shares)		$ 30.83

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2006

Investment Income
Dividends		$ 102,697
Interest		216
Income from Fidelity Central Funds		9,546
Total income		112,459

Expenses
Management fee Basic fee	$ 38,113
Performance adjustment	7,295
Transfer agent fees	14,839
Accounting and security lending fees	1,120
Custodian fees and expenses	111
Independent trustees' compensation	26
Appreciation in deferred trustee compensation account	3
Registration fees	144
Audit	89
Legal	98
Miscellaneous	155
Total expenses before reductions	61,993
Expense reductions	(522)	61,471
Net investment income (loss)		50,988
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	706,343
Foreign currency transactions	(73)
Futures contracts	6,505
Total net realized gain (loss)		712,775
Change in net unrealized appreciation (depreciation) on: Investment securities	236,111
Futures contracts	1,328
Total change in net unrealized appreciation (depreciation)		237,439
Net gain (loss)		950,214
Net increase (decrease) in net assets resulting from operations		$ 1,001,202

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2006	Year ended October 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 50,988	$ 42,091
Net realized gain (loss)	712,775	440,256
Change in net unrealized appreciation (depreciation)	237,439	215,352
Net increase (decrease) in net assets resulting from operations	1,001,202	697,699
Distributions to shareholders from net investment income	(39,181)	(34,684)
Share transactions Proceeds from sales of shares	1,363,639	1,140,712
Reinvestment of distributions	38,498	34,006
Cost of shares redeemed	(514,962)	(459,923)
Net increase (decrease) in net assets resulting from share transactions	887,175	714,795
Total increase (decrease) in net assets	1,849,196	1,377,810

Net Assets
Beginning of period	5,844,909	4,467,099
End of period (including undistributed net investment income of $34,504 and undistributed net investment income of $22,960, respectively)	$ 7,694,105	$ 5,844,909
Other Information Shares
Sold	47,296	44,473
Issued in reinvestment of distributions	1,366	1,371
Redeemed	(17,935)	(17,831)
Net increase (decrease)	30,727	28,013

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

Annual Report

Financial Highlights

Years ended October 31,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 26.71	$ 23.41	$ 21.78	$ 18.41	$ 20.56
Income from Investment Operations
Net investment income (loss)^B	.22	.20^E	.12	.10	.03
Net realized and unrealized gain (loss)	4.08	3.28	1.62	3.30	(2.13)
Total from investment operations	4.30	3.48	1.74	3.40	(2.10)
Distributions from net investment income	(.18)	(.18)	(.11)	(.03)	(.05)
Net asset value, end of period	$ 30.83	$ 26.71	$ 23.41	$ 21.78	$ 18.41
Total Return^A	16.16%	14.92%	8.03%	18.50%	(10.25)%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.92%	.89%	.89%	.92%	1.01%
Expenses net of fee waivers, if any	.92%	.89%	.89%	.92%	1.01%
Expenses net of all reductions	.91%	.87%	.88%	.90%	1.00%
Net investment income (loss)	.76%	.79%^E	.51%	.50%	.16%
Supplemental Data
Net assets, end of period (in millions)	$ 7,694	$ 5,845	$ 4,467	$ 3,720	$ 2,777
Portfolio turnover rate^D	98%	80%	42%	64%	68%

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

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

^C 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 expense of any underlying Fidelity Central Funds.

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

^E 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%.

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Disciplined Equity Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

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.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Debt securities, including restricted securities, 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 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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not 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.

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 income 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.

Annual Report

1. Significant Accounting Policies - continued

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 all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. 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 will claim 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 futures transactions, foreign currency transactions, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 1,116,104
Unrealized depreciation	(78,323)
Net unrealized appreciation (depreciation)	1,037,781
Undistributed ordinary income	34,006
Undistributed long-term capital gain	626,516

Cost for federal income tax purposes	$ 6,709,804

The tax character of distributions paid was as follows:

	October 31, 2006	October 31, 2005
Ordinary Income	$ 39,181	$ 34,684

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

New Accounting Pronouncements. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48), was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets, results of operations and financial statement disclosures.

In addition, 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 expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Fund's financial statement disclosures.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the Fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts 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.

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

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. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. 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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,342,089 and $6,407,292, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .67% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .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.

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

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.

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 $29 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $18 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

Annual Report

6. Security Lending - continued

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 $87.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $86 for the period. In addition, through arrangements with the Fund's custody 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 $435, respectively.

8. Other.

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

At the end of the period, Fidelity Freedom 2020 Fund and Fidelity Freedom 2030 Fund were the owners of record of approximately 17% and 13%, respectively, of the total outstanding shares of the Fund. The Fidelity Freedom Funds were the owners of record, in the aggregate, of approximately 56% of the total outstanding shares of the Fund.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

8. Other - continued

The United States Securities and Exchange Commission ("SEC") is conducting an investigation of FMR (covering the years 2002 to 2004) arising from gifts, gratuities and business entertainment provided by certain brokers to certain individuals who were employed on FMR's domestic equity trading desk during that period. FMR is in discussions with the SEC staff regarding the possible resolution of the matter, but as of period-end no final resolution has been reached.

In December 2006, the Independent Trustees completed their own investigation of the matter with the assistance of independent counsel. The Independent Trustees and FMR agree 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 is worthy of redress. Accordingly, the Independent Trustees have requested and FMR has agreed to pay $42 million to Fidelity mutual funds, plus interest to be determined at the time that payment is made. A method of allocating this payment among the funds has not yet been determined. In addition, FMR has agreed to reimburse related legal expenses. The total payment to the Fund is not anticipated to have a material impact on the Fund's net assets.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Disciplined Equity Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Disciplined Equity Fund (a fund of Fidelity Capital Trust) at October 31, 2006, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Disciplined Equity Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 348 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Stephen P. Jonas (53)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Disciplined Equity (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Keyes may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
James H. Keyes (66)
	Year of Election or Appointment: 2006 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001- present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Disciplined Equity. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Keith Quinton (48)
	Year of Election or Appointment: 2006 Mr. Quinton is Vice President of Disciplined Equity. Mr. Quinton also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Quinton worked as a portfolio manager. Mr. Quinton also serves as Vice President of FMR and FMR Co., Inc. (2002).
Eric D. Roiter (57)
	Year of Election or Appointment: 1998 Secretary of Disciplined Equity. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Disciplined Equity. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (48)
	Year of Election or Appointment: 2004 President and Treasurer of Disciplined Equity. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Disciplined Equity. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Disciplined Equity. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Disciplined Equity. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Disciplined Equity. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2004 Deputy Treasurer of Disciplined Equity. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Disciplined Equity. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Disciplined Equity. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1988 Assistant Treasurer of Disciplined Equity. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Disciplined Equity. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Disciplined Equity. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Disciplined Equity. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Disciplined Equity. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Disciplined Equity Fund voted to pay on December 4, 2006, to shareholders of record at the opening of business on December 1, 2006, a distribution of $2.49 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.19 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2006, $637,483,193, or, if subsequently determined to be different, the net capital gain of such year.

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

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

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on September 20, 2006. The results of votes taken among shareholders on the proposal 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
Dennis J. Dirks
Affirmative	18,984,087,768.24	96.277
Withheld	734,128,039.90	3.723
TOTAL	19,718,215,808.14	100.000
Albert R. Gamper, Jr.
Affirmative	18,972,066,364.22	96.216
Withheld	746,149,443.92	3.784
TOTAL	19,718,215,808.14	100.000
Robert M. Gates
Affirmative	18,939,072,824.91	96.049
Withheld	779,142,983.23	3.951
TOTAL	19,718,215,808.14	100.000
George H. Heilmeier
Affirmative	18,924,535,963.81	95.975
Withheld	793,679,844.33	4.025
TOTAL	19,718,215,808.14	100.000
Edward C. Johnson 3d
Affirmative	18,871,094,149.22	95.704
Withheld	847,121,658.92	4.296
TOTAL	19,718,215,808.14	100.000
Stephen P. Jonas
Affirmative	18,962,549,074.38	96.168
Withheld	755,666,733.76	3.832
TOTAL	19,718,215,808.14	100.000
James H. Keyes^B
Affirmative	18,951,323,897.48	96.111
Withheld	766,891,910.66	3.889
TOTAL	19,718,215,808.14	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	18,948,733,631.68	96.098
Withheld	769,482,176.46	3.902
TOTAL	19,718,215,808.14	100.000
Ned C. Lautenbach
Affirmative	18,955,192,662.21	96.130
Withheld	763,023,145.93	3.870
TOTAL	19,718,215,808.14	100.000
William O. McCoy
Affirmative	18,901,077,394.54	95.856
Withheld	817,138,413.60	4.144
TOTAL	19,718,215,808.14	100.000
Robert L. Reynolds
Affirmative	18,956,972,615.07	96.139
Withheld	761,243,193.07	3.861
TOTAL	19,718,215,808.14	100.000
Cornelia M. Small
Affirmative	18,967,158,466.26	96.191
Withheld	751,057,341.88	3.809
TOTAL	19,718,215,808.14	100.000
William S. Stavropoulos
Affirmative	18,918,672,661.66	95.945
Withheld	799,543,146.48	4.055
TOTAL	19,718,215,808.14	100.000
Kenneth L. Wolfe
Affirmative	18,959,278,859.57	96.151
Withheld	758,936,948.57	3.849
TOTAL	19,718,215,808.14	100.000
^A Denotes trust-wide proposal and voting results. ^B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Disciplined Equity Fund

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

The Board meets regularly each month except August and takes into account throughout the year matters bearing on Advisory Contracts. The Board, acting directly and through its separate committees, considers at each of its meetings factors that are relevant to the annual renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. At the time of the renewal, the Board had 12 standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. Each committee has adopted a written charter outlining the structure and purposes of the committee. One such committee, the Equity Contract Committee, meets periodically as needed throughout the year to consider matters specifically related to the annual renewal of Advisory Contracts. The committee requests and receives information on, and makes recommendations to the Independent Trustees concerning, the approval and annual review of the Advisory Contracts.

At its July 2006 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the Advisory Contracts for the fund. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the management fee and total expenses of the fund; (iii) the total costs of the services to be provided by and the profits to be realized by the investment adviser and its affiliates from the relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In determining whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. In addition to evaluating the specific factors noted above, the Board, in reaching its determination, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board noted that Fidelity's analysts have access to a variety of technological tools that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers.

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

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

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of mutual fund investor services. For example, fund shareholders are offered the privilege of exchanging shares of the fund for shares of other Fidelity funds, as set forth in the fund's prospectus, without paying a sales charge. The Board noted that, since the last Advisory Contract renewals in July 2005, Fidelity has taken a number of actions that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure the investment research teams; (ii) voluntarily entering into contractual arrangements with certain brokers pursuant to which Fidelity pays for research products and services separately out of its own resources, rather than bundling with fund commissions; (iii) launching the Fidelity Advantage Class of its five Spartan stock index funds and three Spartan bond index funds, which is a lower-fee class available to shareholders with higher account balances; (iv) contractually agreeing to impose expense limitations on Fidelity U.S. Bond Index Fund and reducing the fund's initial investment minimum; and (v) offering shareholders of each of the Fidelity Institutional Money Market Funds the privilege of exchanging shares of the fund for shares of other Fidelity funds.

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Disciplined Equity Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one- and five-year periods and the second quartile for the three-year period. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for all the periods shown. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

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

The Board considered that FMR has taken steps to refocus and strengthen equity research, equity portfolio management, and compliance. The Board noted with favor FMR's reorganization of its senior management team in 2005 and FMR's dedication of additional resources to investment research, and participated in the process that led to those changes.

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

Annual Report

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

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 9% means that 91% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Disciplined Equity Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board also noted the effect of the fund's positive performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

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

Annual Report

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

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

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

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

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

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

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions, including reductions that occur through operation of the transfer agent agreement. The transfer agent fee varies in part based on the number of accounts in the fund. If the number of accounts decreases or the average account size increases, the overall transfer agent fee rate decreases.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

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

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Advisory Contracts, the Board requested additional information on several topics, including (i) Fidelity's fund profitability methodology and profitability trends within certain funds; (ii) portfolio manager compensation; (iii) the extent to which any economies of scale exist and are shared between the funds and Fidelity; (iv) the total expenses of certain funds and classes relative to competitors, including the extent to which the expenses of certain funds have been or could be capped; (v) fund performance trends; and (vi) Fidelity's fee structures, including use of performance fees.

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

Annual 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.

Annual 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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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

Annual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
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15445 N. Scottsdale Road
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California

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851 East Hamilton Avenue
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Colorado

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3550 Tamiami Trail, South
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1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
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Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
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875 North Michigan Ave.
Chicago, IL

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1572 East Golf Road
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3232 Lake Avenue
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Indiana

4729 East 82nd Street
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Kansas

5400 College Boulevard
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Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
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One W. Pennsylvania Ave.
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Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
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Minnesota

7600 France Avenue South
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Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
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1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
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350 Park Avenue
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200 Fifth Avenue
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733 Third Avenue
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11 Penn Plaza
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2070 Broadway
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1075 Northern Blvd.
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799 Central Park Avenue
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North Carolina

4611 Sharon Road
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7011 Fayetteville Road
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Ohio

3805 Edwards Road
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1324 Polaris Parkway
Columbus, 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
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Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
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Texas

10000 Research Boulevard
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4001 Northwest Parkway
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12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
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6005 West Park Boulevard
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14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
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19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual 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
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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.)

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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-UANN-1206
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(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity®

Capital Appreciation

Fund

Annual Report

October 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The managers' review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Capital Appreciation Fund	14.70%	11.18%	10.24%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Capital Appreciation Fund on October 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from J. Fergus Shiel, Portfolio Manager of Fidelity® Capital Appreciation Fund

During the past year, the fund returned 14.70%, trailing the S&P 500®. On a sector basis, information technology detracted the most from performance versus the index, as both an overweighting and stock selection were detrimental. Our positioning within financials and health care also hurt results. Security software provider Symantec suffered from problems with integrating acquisitions, senior management changes and a slowdown in the data security market. Semiconductor manufacturer Broadcom also dragged down performance, as did telecommunications infrastructure provider Juniper Networks. Elsewhere, Career Education, a for-profit education company, was an unsuccessful turnaround story. I sold all the detractors I've mentioned except for Broadcom by period end. On the positive side, the materials sector added the most to performance versus the index, followed by telecommunication services and industrials. In all three cases, stock selection was the primary driver of relative outperformance. Allegheny Technologies, a maker of the titanium alloys used in commercial aircraft manufacturing, was the top contributor compared with the index. Further benefiting the fund was telecom services provider Qwest Communications International, which reported an acceleration of revenues. Energy services conglomerate Schlumberger also outperformed, riding healthy demand for exploration and production services. I sold the stock to nail down profits.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2006 to October 31, 2006).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value May 1, 2006	Ending Account Value October 31, 2006	Expenses Paid During Period * May 1, 2006 to October 31, 2006
Actual	$ 1,000.00	$ 985.60	$ 4.35
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.82	$ 4.43

* Expenses are equal to the Fund's annualized expense ratio of .87%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
The Walt Disney Co.	4.5	3.3
Morgan Stanley	3.0	2.9
Qwest Communications International, Inc.	2.9	2.1
Abercrombie & Fitch Co. Class A	2.9	2.3
Monsanto Co.	2.8	1.8
General Electric Co.	2.7	0.0
Whirlpool Corp.	2.5	0.7
Motorola, Inc.	2.4	2.9
Google, Inc. Class A (sub. vtg.)	2.4	0.9
Norfolk Southern Corp.	2.4	1.5
	28.5
Top Five Market Sectors as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Industrials	19.8	18.7
Consumer Discretionary	17.6	17.6
Information Technology	16.0	20.7
Health Care	12.8	8.6
Financials	11.8	8.3

Asset Allocation (% of fund's net assets)
As of October 31, 2006 *			As of April 30, 2006 **
	Stocks 97.1%			Stocks 95.5%
	Short-Term Investments and Net Other Assets 2.9%			Short-Term Investments and Net Other Assets 4.5%
* Foreign investments		13.1%	** Foreign investments		12.6%

Annual Report

Investments October 31, 2006

Showing Percentage of Net Assets

Common Stocks - 97.1%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 17.6%
Automobiles - 0.4%
Fiat Spa (a)(d)	1,689,400		$ 29,840
Diversified Consumer Services - 0.2%
Corinthian Colleges, Inc. (a)	1,495,900		18,325
Hotels, Restaurants & Leisure - 1.9%
Ambassadors Group, Inc.	378,511		10,367
Las Vegas Sands Corp. (a)	684,600		52,167
Wynn Resorts Ltd. (a)(d)	1,291,211		94,956
			157,490
Household Durables - 2.5%
Whirlpool Corp. (d)	2,443,109		212,379
Media - 5.9%
Dow Jones & Co., Inc. (d)	2,173,300		76,261
Mediacom Communications Corp. Class A (a)	505,826		4,224
The Walt Disney Co. (d)	11,837,793		372,413
Viacom, Inc. Class B (non-vtg.) (a)	1,060,600		41,279
			494,177
Multiline Retail - 0.9%
Target Corp.	1,320,300		78,135
Specialty Retail - 5.0%
Abercrombie & Fitch Co. Class A	3,156,000		241,907
American Eagle Outfitters, Inc.	1,942,900		88,985
Gap, Inc.	1,001,300		21,047
Gymboree Corp. (a)	1,209,382		56,188
Wet Seal, Inc. Class A (a)	943,900		5,890
			414,017
Textiles, Apparel & Luxury Goods - 0.8%
Deckers Outdoor Corp. (a)(e)	791,600		42,089
Wolverine World Wide, Inc.	791,100		22,436
			64,525
TOTAL CONSUMER DISCRETIONARY			1,468,888
CONSUMER STAPLES - 4.1%
Food & Staples Retailing - 2.7%
Kroger Co.	1,306,500		29,383
Safeway, Inc.	335,500		9,850
Wal-Mart Stores, Inc.	3,749,700		184,785
			224,018
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Tobacco - 1.4%
British American Tobacco PLC sponsored ADR	1,050,800		$ 57,794
Reynolds American, Inc. (d)	1,028,000		64,928
			122,722
TOTAL CONSUMER STAPLES			346,740
ENERGY - 0.6%
Oil, Gas & Consumable Fuels - 0.6%
Cameco Corp.	1,542,700		54,279
FINANCIALS - 11.8%
Capital Markets - 7.6%
E*TRADE Financial Corp. (a)	2,726,000		63,461
Goldman Sachs Group, Inc.	944,600		179,276
Jefferies Group, Inc.	2,284,000		65,619
Morgan Stanley	3,238,200		247,496
UBS AG (NY Shares)	1,348,700		80,706
			636,558
Commercial Banks - 0.6%
Wells Fargo & Co.	1,347,600		48,904
Consumer Finance - 2.0%
American Express Co.	2,920,200		168,817
Diversified Financial Services - 0.9%
Bank of America Corp.	412,164		22,203
Citigroup, Inc.	1,023,100		51,319
			73,522
Thrifts & Mortgage Finance - 0.7%
Clayton Holdings, Inc.	658,183		9,261
Countrywide Financial Corp.	1,179,000		44,943
			54,204
TOTAL FINANCIALS			982,005
HEALTH CARE - 12.8%
Biotechnology - 4.0%
Biogen Idec, Inc. (a)	3,951,616		188,097
Genentech, Inc. (a)	1,198,500		99,835
MedImmune, Inc. (a)	1,293,500		41,444
			329,376
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - 0.5%
Baxter International, Inc.	883,200		$ 40,601
Health Care Providers & Services - 1.4%
Brookdale Senior Living, Inc.	1,265,300		60,886
VCA Antech, Inc. (a)	1,790,138		57,947
			118,833
Pharmaceuticals - 6.9%
Bristol-Myers Squibb Co.	1,591,800		39,397
Elan Corp. PLC sponsored ADR (a)	9,291,455		134,540
Johnson & Johnson	2,800,800		188,774
Merck & Co., Inc.	1,853,500		84,186
Pfizer, Inc.	2,662,800		70,964
Schering-Plough Corp.	2,795,000		61,881
			579,742
TOTAL HEALTH CARE			1,068,552
INDUSTRIALS - 19.8%
Airlines - 2.0%
AMR Corp. (d)	3,521,800		99,808
Ryanair Holdings PLC sponsored ADR (a)(d)	1,025,000		68,491
			168,299
Building Products - 0.1%
Kingspan Group PLC (Ireland)	303,200		6,440
Commercial Services & Supplies - 1.3%
Allied Waste Industries, Inc.	3,062,901		37,214
Fuel Tech, Inc. (a)(e)	1,198,914		23,559
RPS Group PLC	851,900		3,786
Stericycle, Inc. (a)	668,632		47,279
			111,838
Electrical Equipment - 3.5%
ABB Ltd. sponsored ADR	6,009,600		89,663
Alstom SA (a)	806,800		74,455
Rockwell Automation, Inc.	1,275,700		79,093
Schneider Electric SA	508,100		52,791
			296,002
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Industrial Conglomerates - 4.0%
General Electric Co.	6,419,724		$ 225,397
McDermott International, Inc. (a)	2,356,069		105,316
			330,713
Machinery - 2.7%
Deere & Co.	1,892,500		161,109
Flow International Corp. (a)(d)(e)	1,990,972		23,454
Flowserve Corp. (a)	712,100		37,741
			222,304
Road & Rail - 5.5%
Burlington Northern Santa Fe Corp.	2,557,500		198,283
Norfolk Southern Corp.	3,803,708		199,961
Union Pacific Corp.	690,500		62,580
			460,824
Trading Companies & Distributors - 0.7%
WESCO International, Inc. (a)	899,502		58,710
TOTAL INDUSTRIALS			1,655,130
INFORMATION TECHNOLOGY - 16.0%
Communications Equipment - 4.1%
Ciena Corp. (a)	100		2
Motorola, Inc.	8,827,800		203,569
Research In Motion Ltd. (a)	1,025,500		120,476
Sycamore Networks, Inc. (a)	4,606,000		17,273
			341,320
Computers & Peripherals - 1.8%
Apple Computer, Inc. (a)	1,144,100		92,764
Diebold, Inc.	1,248,900		54,552
			147,316
Electronic Equipment & Instruments - 0.4%
Daktronics, Inc.	916,935		21,741
Maxwell Technologies, Inc. (a)(d)	530,600		9,524
			31,265
Internet Software & Services - 5.2%
Akamai Technologies, Inc. (a)	2,039,900		95,590
DealerTrack Holdings, Inc.	1,415,289		36,076
Equinix, Inc. (a)	544,300		37,230
Google, Inc. Class A (sub. vtg.) (a)	425,600		202,752
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - continued
RealNetworks, Inc. (a)	3,538,884		$ 38,857
VeriSign, Inc. (a)	1,382,400		28,588
			439,093
Semiconductors & Semiconductor Equipment - 2.1%
Broadcom Corp. Class A (a)	3,946,653		119,465
Spansion, Inc. Class A	1,196,200		17,058
Trident Microsystems, Inc. (a)	1,994,500		42,164
			178,687
Software - 2.4%
Activision, Inc. (a)	2,331,800		35,956
Autodesk, Inc. (a)	1,038,800		38,176
Electronic Arts, Inc. (a)	1,965,700		103,966
Salesforce.com, Inc. (a)	481,500		18,788
			196,886
TOTAL INFORMATION TECHNOLOGY			1,334,567
MATERIALS - 6.3%
Chemicals - 4.1%
Ecolab, Inc.	997,700		45,246
Monsanto Co.	5,179,400		229,033
Syngenta AG sponsored ADR	2,095,000		67,522
			341,801
Metals & Mining - 1.6%
Allegheny Technologies, Inc.	1,209,910		95,256
Titanium Metals Corp. (a)	1,171,110		34,524
			129,780
Paper & Forest Products - 0.6%
Weyerhaeuser Co.	814,400		51,788
TOTAL MATERIALS			523,369
TELECOMMUNICATION SERVICES - 8.1%
Diversified Telecommunication Services - 4.7%
Cbeyond, Inc. (d)	329,948		10,011
France Telecom SA	2,852,100		74,440
Common Stocks - continued
	Shares		Value (Note 1) (000s)
TELECOMMUNICATION SERVICES - continued
Diversified Telecommunication Services - continued
Level 3 Communications, Inc. (a)	11,414,100		$ 60,381
Qwest Communications International, Inc. (a)	28,121,500		242,689
			387,521
Wireless Telecommunication Services - 3.4%
American Tower Corp. Class A (a)	4,680,700		168,599
Centennial Communications Corp. Class A	3,527,506		18,202
China Mobile (Hong Kong) Ltd. sponsored ADR (d)	1,545,100		63,009
Dobson Communications Corp. Class A	4,683,000		36,340
			286,150
TOTAL TELECOMMUNICATION SERVICES			673,671
TOTAL COMMON STOCKS (Cost $7,098,541)		8,107,201
Convertible Preferred Stocks - 0.0%

INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Chorum Technologies, Inc. Series E (a)(f) (Cost $227)	15,100		0
Money Market Funds - 7.6%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 5.34% (b)	397,219,383		$ 397,219
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	240,084,700		240,085
TOTAL MONEY MARKET FUNDS (Cost $637,304)		637,304
TOTAL INVESTMENT PORTFOLIO - 104.7% (Cost $7,736,072)			8,744,505
NET OTHER ASSETS - (4.7)%			(391,740)
NET ASSETS - 100%		$ 8,352,765

Legend

(a) Non-income producing

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

(e) Affiliated company

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Chorum Technologies, Inc. Series E	9/19/00	$ 227

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	$ 26,564
Fidelity Securities Lending Cash Central Fund	1,952
Total	$ 28,516

Other Affiliated Issuers

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

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Cost Plus, Inc.	$ -	$ 23,662	$ 14,305	$ -	$ -
Deckers Outdoor Corp.	-	28,935	-	-	42,089
Flow International Corp.	-	25,398	-	-	23,454
Fuel Tech, Inc.	-	16,887	-	-	23,559
Gymboree Corp.	5,260	34,716	22,268	-	-
Monster Worldwide, Inc.	218,042	-	225,153	-	-
New York Mortgage Trust, Inc.	7,975	-	7,471	196	-
Total	$ 231,277	$ 129,598	$ 269,197	$ 196	$ 89,102

Other Information

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

United States of America	86.9%
Switzerland	2.9%
Ireland	2.5%
France	2.4%
Canada	2.1%
Panama	1.3%
Others (individually less than 1%)	1.9%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	October 31, 2006

Assets
Investment in securities, at value (including securities loaned of $233,301) - See accompanying schedule: Unaffiliated issuers (cost $7,027,548)	$ 8,018,099
Fidelity Central Funds (cost $637,304)	637,304
Other affiliated issuers (cost $71,220)	89,102
Total Investments (cost $7,736,072)		$ 8,744,505
Receivable for investments sold		108,527
Receivable for fund shares sold		7,791
Dividends receivable		2,988
Interest receivable		1,603
Other receivables		260
Total assets		8,865,674

Liabilities
Payable for investments purchased	$ 251,678
Payable for fund shares redeemed	15,484
Accrued management fee	3,492
Other affiliated payables	1,641
Other payables and accrued expenses	529
Collateral on securities loaned, at value	240,085
Total liabilities		512,909

Net Assets		$ 8,352,765
Net Assets consist of:
Paid in capital		$ 6,852,674
Undistributed net investment income		28,286
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		463,369
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,008,436
Net Assets, for 304,747 shares outstanding		$ 8,352,765
Net Asset Value, offering price and redemption price per share ($8,352,765 ÷ 304,747 shares)		$ 27.41

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2006

Investment Income
Dividends (including $196 received from other affiliated issuers)		$ 66,996
Interest		608
Income from Fidelity Central Funds		28,516
Total income		96,120

Expenses
Management fee Basic fee	$ 44,069
Performance adjustment	7,673
Transfer agent fees	16,493
Accounting and security lending fees	1,193
Custodian fees and expenses	237
Independent trustees' compensation	30
Appreciation in deferred trustee compensation account	9
Registration fees	252
Audit	103
Legal	115
Miscellaneous	414
Total expenses before reductions	70,588
Expense reductions	(2,725)	67,863
Net investment income (loss)		28,257
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	440,502
Other affiliated issuers	26,566
Foreign currency transactions	(268)
Futures contracts	7,164
Total net realized gain (loss)		473,964
Change in net unrealized appreciation (depreciation) on: Investment securities	518,840
Assets and liabilities in foreign currencies	(9)
Futures contracts	1,508
Total change in net unrealized appreciation (depreciation)		520,339
Net gain (loss)		994,303
Net increase (decrease) in net assets resulting from operations		$ 1,022,560

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2006	Year ended October 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 28,257	$ (3,320)
Net realized gain (loss)	473,964	682,010
Change in net unrealized appreciation (depreciation)	520,339	(103,351)
Net increase (decrease) in net assets resulting from operations	1,022,560	575,339
Distributions to shareholders from net investment income	-	(2,359)
Distributions to shareholders from net realized gain	(656,523)	(285,485)
Total distributions	(656,523)	(287,844)
Share transactions Proceeds from sales of shares	2,287,252	2,301,286
Reinvestment of distributions	631,915	276,903
Cost of shares redeemed	(1,902,030)	(1,757,319)
Net increase (decrease) in net assets resulting from share transactions	1,017,137	820,870
Total increase (decrease) in net assets	1,383,174	1,108,365

Net Assets
Beginning of period	6,969,591	5,861,226
End of period (including undistributed net investment income of $28,286 and accumulated net investment loss of $89, respectively)	$ 8,352,765	$ 6,969,591
Other Information Shares
Sold	85,954	89,960
Issued in reinvestment of distributions	24,967	10,812
Redeemed	(71,998)	(68,970)
Net increase (decrease)	38,923	31,802

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

Annual Report

Financial Highlights

Years ended October 31,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 26.22	$ 25.05	$ 23.53	$ 16.28	$ 18.57
Income from Investment Operations
Net investment income (loss) ^C	.10	(.01) ^F	(.03)	(.06)	(.07)
Net realized and unrealized gain (loss)	3.55	2.40	1.58	7.31	(2.22)
Total from investment operations	3.65	2.39	1.55	7.25	(2.29)
Distributions from net investment income	-	(.01)	(.01)	-	-
Distributions from net realized gain	(2.46)	(1.21)	(.02)	-	-
Total distributions	(2.46)	(1.22)	(.03)	-	-
Net asset value, end of period	$ 27.41	$ 26.22	$ 25.05	$ 23.53	$ 16.28
Total Return^A,B	14.70%	9.66%	6.60%	44.53%	(12.33)%
Ratios to Average Net Assets ^D,G
Expenses before reductions	.91%	.94%	.94%	.91%	1.07%
Expenses net of fee waivers, if any	.91%	.94%	.94%	.91%	1.07%
Expenses net of all reductions	.87%	.90%	.91%	.88%	1.03%
Net investment income (loss)	.36%	(.05)% ^F	(.12)%	(.31)%	(.35)%
Supplemental Data
Net assets, end of period (in millions)	$ 8,353	$ 6,970	$ 5,861	$ 3,943	$ 1,705
Portfolio turnover rate ^E	198%	109%	72%	54%	80%

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

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

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

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

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

^F 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)%.

^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.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Capital Appreciation Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 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.

Annual Report

1. Significant Accounting Policies - continued

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

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 1,068,585
Unrealized depreciation	(70,578)
Net unrealized appreciation (depreciation)	998,007
Undistributed ordinary income	24,731
Undistributed long-term capital gain	406,179

Cost for federal income tax purposes	$ 7,746,498

The tax character of distributions paid was as follows:

	October 31, 2006	October 31, 2005
Ordinary Income	$ 8,006	$ 2,359
Long-term Capital Gains	648,517	285,485
Total	$ 656,523	$ 287,844

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

2. Operating Policies.

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. Securities deposited to meet margin requirements are identified in the Schedule of Investments. Losses may arise from changes in the value of the

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

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.

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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $15,466,669 and $14,313,505, respectively.

4. Fees and Other Transactions with Affiliates.

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

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $21 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. 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

Annual Report

6. Security Lending - continued

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 $1,952.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $2,405 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 $7 and $313, respectively.

8. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Capital Appreciation Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Capital Appreciation Fund (a fund of Fidelity Capital Trust) at October 31, 2006, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Capital Appreciation Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2006

Annual Report

Trustees and Officers

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Stephen P. Jonas (53)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Capital Appreciation (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
James H. Keyes (66)
	Year of Election or Appointment: 2006 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Philip L. Bullen (47)
	Year of Election or Appointment: 2006 Vice President of Capital Appreciation. Mr. Bullen also serves as Vice President of certain Equity Funds (2006-present). Mr. Bullen is Senior Vice President of FMR (2001-present) and FMR Co., Inc. (2001-present). Previously, Mr. Bullen served as President and a Director of Fidelity Research & Analysis Company (2001-2005), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002-2006), and a Director of Strategic Advisers, Inc. (2002-2005).
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Capital Appreciation. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
J. Fergus Shiel (49)
	Year of Election or Appointment: 2005 Vice President of Capital Appreciation. Mr. Shiel also serves as Vice President for other funds advised by FMR. Prior to his current responsibilities, Mr. Shiel worked as a research analyst and a portfolio manager until leaving Fidelity Investments in May 2003 to start his own investment firm. Mr. Shiel returned to Fidelity as a portfolio manager in September of 2005. Mr. Shiel also serves as Vice President of FMR and FMR Co., Inc. (2006).
Eric D. Roiter (57)
	Year of Election or Appointment: 1998 Secretary of Capital Appreciation. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Capital Appreciation. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (48)
	Year of Election or Appointment: 2004 President and Treasurer of Capital Appreciation. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Capital Appreciation. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Capital Appreciation. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Capital Appreciation. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Capital Appreciation. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2004 Deputy Treasurer of Capital Appreciation. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Capital Appreciation. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Capital Appreciation. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1986 Assistant Treasurer of Capital Appreciation. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Capital Appreciation. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Capital Appreciation. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Capital Appreciation. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Capital Appreciation. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Capital Appreciation Fund voted to pay on December 11, 2006, to shareholders of record at the opening of business on December 08, 2006, a distribution of $.11 per share derived from capital gains realized from sales of portfolio securities and a dividend of $1.34 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2006, $406,153,698, or, if subsequently determined to be different, the net capital gain of such year.

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

The fund designates 100% of the dividends distributed in December 2005, during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees. ^A
	# of Votes	% of Votes
Dennis J. Dirks
Affirmative	18,984,087,768.24	96.277
Withheld	734,128,039.90	3.723
TOTAL	19,718,215,808.14	100.000
Albert R. Gamper, Jr.
Affirmative	18,972,066,364.22	96.216
Withheld	746,149,443.92	3.784
TOTAL	19,718,215,808.14	100.000
Robert M. Gates
Affirmative	18,939,072,824.91	96.049
Withheld	779,142,983.23	3.951
TOTAL	19,718,215,808.14	100.000
George H. Heilmeier
Affirmative	18,924,535,963.81	95.975
Withheld	793,679,844.33	4.025
TOTAL	19,718,215,808.14	100.000
Edward C. Johnson 3d
Affirmative	18,871,094,149.22	95.704
Withheld	847,121,658.92	4.296
TOTAL	19,718,215,808.14	100.000
Stephen P. Jonas
Affirmative	18,962,549,074.38	96.168
Withheld	755,666,733.76	3.832
TOTAL	19,718,215,808.14	100.000
James H. Keyes^B
Affirmative	18,951,323,897.48	96.111
Withheld	766,891,910.66	3.889
TOTAL	19,718,215,808.14	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	18,948,733,631.68	96.098
Withheld	769,482,176.46	3.902
TOTAL	19,718,215,808.14	100.000
Ned C. Lautenbach
Affirmative	18,955,192,662.21	96.130
Withheld	763,023,145.93	3.870
TOTAL	19,718,215,808.14	100.000
William O. McCoy
Affirmative	18,901,077,394.54	95.856
Withheld	817,138,413.60	4.144
TOTAL	19,718,215,808.14	100.000
Robert L. Reynolds
Affirmative	18,956,972,615.07	96.139
Withheld	761,243,193.07	3.861
TOTAL	19,718,215,808.14	100.000
Cornelia M. Small
Affirmative	18,967,158,466.26	96.191
Withheld	751,057,341.88	3.809
TOTAL	19,718,215,808.14	100.000
William S. Stavropoulos
Affirmative	18,918,672,661.66	95.945
Withheld	799,543,146.48	4.055
TOTAL	19,718,215,808.14	100.000
Kenneth L. Wolfe
Affirmative	18,959,278,859.57	96.151
Withheld	758,936,948.57	3.849
TOTAL	19,718,215,808.14	100.000
^A Denotes trust-wide proposal and voting results. ^B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Capital Appreciation Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the second quartile for the one-year period and the first quartile for the three- and five-year periods. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for all the periods shown. The Board also reviewed the fund's relative investment performance against a customized peer group based on a combination of categories defined by Morningstar.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Capital Appreciation Fund

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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
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

Annual 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

Annual 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
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1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

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Irvine, CA

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Los Angeles, CA

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Mission Viejo, CA

73-575 El Paseo
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Sacramento, CA

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San Diego, CA

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San Diego, CA

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San Francisco, CA

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Santa Barbara, CA

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2001 North Main Street
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Colorado

1625 Broadway
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9185 Westview Road
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Connecticut

48 West Putnam Avenue
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Delaware

400 Delaware Avenue
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Florida

4400 N. Federal Highway
Boca Raton, FL

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

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Naples, FL

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Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
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Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

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Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 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
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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
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1324 Polaris Parkway
Columbus, 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
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
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4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
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6560 Fannin Street
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6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
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19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
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Wisconsin

595 North Barker Road
Brookfield, WI

Annual 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
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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

CAF-UANN-1206
1.784775.103

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

Fidelity®

Stock Selector

Annual Report

October 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Stock Selector	15.29%	7.55%	7.40%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Stock Selector on October 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index (S&P 500®) performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from James Catudal, Portfolio Manager of Fidelity® Stock Selector

For the 12 months ending October 31, 2006, Fidelity Stock Selector returned 15.29%, slightly underperforming the S&P 500®. The fund trailed the benchmark primarily because of weak stock selection in health care and unfavorable industry positioning within financials. The single biggest detractor was HMO UnitedHealth Group. Its stock fell both because of a controversy over allegations of backdating stock options awarded to executives and because of investor concerns that business fundamentals favoring HMOs had peaked. Another disappointing health care investment was PDL Biopharma, which encountered problems associated with two drugs under development. Other holdings that held back results included technology companies Microsoft and EMC. Also harmful were my decisions to not own any shares of BellSouth and diversified financial company JPMorgan Chase, two strong performing index components. Conversely, good stock selection in industrials and technology boosted returns. Our top contributor was McDermott International, a diversified industrials company that received a boost when an energy-related division emerged from bankruptcy protection. Aviall, another industrials company, was acquired by Boeing at a premium to its stock price, also helping results. I took profits and sold the position. Other investments that paid off included tech companies Google and Research In Motion, and oil field services provider Cameron International.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2006 to October 31, 2006).

Actual Expenses

Hypothetical Example for Comparison Purposes

Annual Report

Investments - continued

	Beginning Account Value May 1, 2006	Ending Account Value October 31, 2006	Expenses Paid During Period* May 1, 2006 to October 31, 2006
Actual	$ 1,000.00	$ 1,037.30	$ 4.42
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.87	$ 4.38

* Expenses are equal to the Fund's annualized expense ratio of .86%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
General Electric Co.	4.2	4.9
American International Group, Inc.	3.8	3.0
Microsoft Corp.	3.5	3.0
Exxon Mobil Corp.	2.6	2.4
Procter & Gamble Co.	2.3	1.0
Johnson & Johnson	2.1	2.2
AT&T, Inc.	1.6	0.7
Cisco Systems, Inc.	1.6	1.4
Google, Inc. Class A (sub. vtg.)	1.6	1.0
Bank of America Corp.	1.5	2.0
	24.8
Top Five Market Sectors as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	21.3	21.9
Information Technology	19.7	17.2
Health Care	13.9	14.2
Industrials	11.3	15.1
Energy	8.4	9.7

Asset Allocation (% of fund's net assets)
As of October 31, 2006*			As of April 30, 2006**
	Stocks 94.8%			Stocks 98.5%
	Short-Term Investments and Net Other Assets 5.2%			Short-Term Investments and Net Other Assets 1.5%
* Foreign investments		10.3%	** Foreign investments		8.6%

Annual Report

Investments October 31, 2006

Showing Percentage of Net Assets

Common Stocks - 94.8%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 7.3%
Hotels, Restaurants & Leisure - 0.9%
Harrah's Entertainment, Inc.	12,200		$ 907
Services Acquisition Corp. International (a)(d)	204,400		2,136
Sonic Corp. (a)	18,600		423
Starbucks Corp. (a)	92,400		3,488
Wynn Resorts Ltd. (a)	8,900		655
			7,609
Household Durables - 0.7%
Koninklijke Philips Electronics NV (NY Shares)	62,300		2,170
Sony Corp. sponsored ADR	44,800		1,836
Whirlpool Corp.	22,200		1,930
			5,936
Media - 2.1%
Clear Channel Communications, Inc.	41,260		1,438
E.W. Scripps Co. Class A	36,040		1,783
Lamar Advertising Co. Class A (a)	7,800		450
News Corp. Class B	213,500		4,641
The Walt Disney Co.	25,600		805
Time Warner, Inc.	443,460		8,874
			17,991
Multiline Retail - 1.1%
Target Corp.	158,320		9,369
Specialty Retail - 2.2%
Best Buy Co., Inc. (d)	67,800		3,746
Esprit Holdings Ltd.	167,000		1,617
Lowe's Companies, Inc.	84,900		2,559
PETsMART, Inc.	47,300		1,361
Staples, Inc.	186,282		4,804
Tiffany & Co., Inc.	59,300		2,118
TJX Companies, Inc.	96,400		2,791
			18,996
Textiles, Apparel & Luxury Goods - 0.3%
Liz Claiborne, Inc.	46,900		1,978
TOTAL CONSUMER DISCRETIONARY			61,879
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - 7.1%
Beverages - 0.7%
Molson Coors Brewing Co. Class B	32,500		$ 2,313
PepsiCo, Inc.	60,400		3,832
			6,145
Food & Staples Retailing - 0.9%
CVS Corp.	180,400		5,661
Safeway, Inc.	58,200		1,709
			7,370
Food Products - 0.8%
Nestle SA sponsored ADR	81,400		6,984
Household Products - 3.3%
Colgate-Palmolive Co.	131,250		8,396
Procter & Gamble Co.	312,555		19,813
			28,209
Tobacco - 1.4%
Altria Group, Inc.	141,080		11,474
TOTAL CONSUMER STAPLES			60,182
ENERGY - 8.4%
Energy Equipment & Services - 4.4%
Baker Hughes, Inc.	34,100		2,355
Cameron International Corp. (a)	169,200		8,477
Halliburton Co.	297,683		9,630
Schlumberger Ltd. (NY Shares)	190,185		11,997
Smith International, Inc.	123,600		4,880
			37,339
Oil, Gas & Consumable Fuels - 4.0%
Exxon Mobil Corp.	313,310		22,377
OMI Corp.	69,300		1,547
Peabody Energy Corp.	100,900		4,235
Plains Exploration & Production Co. (a)	71,700		3,032
Ultra Petroleum Corp. (a)	31,410		1,676
Valero Energy Corp.	26,580		1,391
			34,258
TOTAL ENERGY			71,597
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - 21.3%
Capital Markets - 4.0%
Ameriprise Financial, Inc.	76,080		$ 3,918
Charles Schwab Corp.	193,100		3,518
E*TRADE Financial Corp. (a)	87,800		2,044
Franklin Resources, Inc.	27,700		3,157
Goldman Sachs Group, Inc.	24,700		4,688
Investors Financial Services Corp.	47,200		1,856
Lehman Brothers Holdings, Inc.	48,300		3,760
Nomura Holdings, Inc. sponsored ADR	85,400		1,505
State Street Corp.	115,900		7,444
UBS AG (NY Shares)	40,900		2,447
			34,337
Commercial Banks - 3.2%
Commerce Bancorp, Inc., New Jersey	29,400		1,027
Industrial & Commercial Bank of China	550,000		246
Mizuho Financial Group, Inc.	209		1,628
Standard Chartered PLC (United Kingdom)	169,868		4,779
Sumitomo Mitsui Financial Group, Inc.	154		1,685
U.S. Bancorp, Delaware	101,600		3,438
Wachovia Corp.	109,631		6,085
Wells Fargo & Co.	237,610		8,623
			27,511
Consumer Finance - 0.8%
American Express Co.	85,700		4,954
Capital One Financial Corp.	20,200		1,602
			6,556
Diversified Financial Services - 2.3%
Bank of America Corp.	238,320		12,838
Citigroup, Inc.	66,300		3,326
The NASDAQ Stock Market, Inc. (a)	92,100		3,291
			19,455
Insurance - 9.5%
ACE Ltd.	90,400		5,175
AFLAC, Inc.	55,900		2,511
American International Group, Inc.	487,030		32,714
Berkshire Hathaway, Inc. Class A (a)	64		6,750
Endurance Specialty Holdings Ltd.	30,100		1,073
Everest Re Group Ltd.	49,680		4,927
Fidelity National Title Group, Inc. Class A	95,182		2,095
Hartford Financial Services Group, Inc.	75,030		6,540
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
Lincoln National Corp.	58,100		$ 3,678
National Financial Partners Corp.	68,100		2,683
PartnerRe Ltd.	41,500		2,902
Prudential Financial, Inc.	61,600		4,739
W.R. Berkley Corp.	138,382		5,101
			80,888
Real Estate Investment Trusts - 0.5%
Equity Residential (SBI)	53,600		2,927
Vornado Realty Trust	7,900		942
			3,869
Real Estate Management & Development - 0.3%
Mitsui Fudosan Co. Ltd.	67,000		1,650
Move, Inc. (a)	285,446		1,364
			3,014
Thrifts & Mortgage Finance - 0.7%
Countrywide Financial Corp.	44,972		1,714
Hudson City Bancorp, Inc.	246,600		3,386
Washington Mutual, Inc.	17,700		749
			5,849
TOTAL FINANCIALS			181,479
HEALTH CARE - 13.9%
Biotechnology - 2.4%
Alexion Pharmaceuticals, Inc. (a)	6,500		243
Amgen, Inc. (a)	52,090		3,954
Biogen Idec, Inc. (a)	56,700		2,699
Celgene Corp. (a)	20,100		1,074
Cephalon, Inc. (a)	36,000		2,526
Genentech, Inc. (a)	16,460		1,371
Gilead Sciences, Inc. (a)	43,700		3,011
MedImmune, Inc. (a)	82,800		2,653
PDL BioPharma, Inc. (a)	152,500		3,222
			20,753
Health Care Equipment & Supplies - 2.4%
Alcon, Inc.	1,500		159
Baxter International, Inc.	110,800		5,093
Becton, Dickinson & Co.	68,900		4,825
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
C.R. Bard, Inc.	42,900		$ 3,516
Conor Medsystems, Inc. (a)	27,364		672
Cooper Companies, Inc.	46,000		2,651
DJO, Inc. (a)	76,100		3,062
Medtronic, Inc.	100		5
St. Jude Medical, Inc. (a)	22,300		766
			20,749
Health Care Providers & Services - 1.8%
Brookdale Senior Living, Inc.	4,500		217
Cardinal Health, Inc.	26,900		1,761
Health Net, Inc. (a)	72,100		2,993
Healthways, Inc. (a)	4,440		188
Henry Schein, Inc. (a)	72,700		3,612
I-trax, Inc. (a)	124,200		319
McKesson Corp.	21,300		1,067
UnitedHealth Group, Inc.	104,300		5,088
			15,245
Health Care Technology - 0.3%
Emdeon Corp. (a)	72,400		843
IMS Health, Inc.	49,300		1,373
			2,216
Life Sciences Tools & Services - 1.3%
Affymetrix, Inc. (a)	36,600		933
Charles River Laboratories International, Inc. (a)	71,500		3,069
Invitrogen Corp. (a)	78,670		4,564
Millipore Corp. (a)	32,700		2,110
			10,676
Pharmaceuticals - 5.7%
Johnson & Johnson	258,110		17,397
Merck & Co., Inc.	152,100		6,908
Novartis AG sponsored ADR	66,400		4,032
Pfizer, Inc.	328,640		8,758
Roche Holding AG (participation certificate)	25,644		4,487
Wyeth	138,300		7,057
			48,639
TOTAL HEALTH CARE			118,278
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - 11.3%
Aerospace & Defense - 3.0%
EDO Corp.	86,200		$ 2,061
Honeywell International, Inc.	254,360		10,714
L-3 Communications Holdings, Inc.	22,000		1,771
United Technologies Corp.	172,720		11,351
			25,897
Air Freight & Logistics - 0.5%
FedEx Corp.	33,900		3,883
Airlines - 0.2%
UAL Corp. (a)	58,000		2,085
Electrical Equipment - 0.4%
Evergreen Solar, Inc. (a)	106,200		924
Suntech Power Holdings Co. Ltd. sponsored ADR	43,500		1,131
Vestas Wind Systems AS (a)	43,200		1,217
			3,272
Industrial Conglomerates - 5.3%
3M Co.	17,930		1,414
General Electric Co.	1,033,400		36,278
McDermott International, Inc. (a)	173,100		7,738
			45,430
Machinery - 0.6%
Danaher Corp.	26,800		1,923
Deere & Co.	36,700		3,124
			5,047
Marine - 0.1%
Alexander & Baldwin, Inc.	12,221		563
Road & Rail - 1.2%
Laidlaw International, Inc.	96,200		2,791
Landstar System, Inc.	75,600		3,511
Norfolk Southern Corp.	72,900		3,832
			10,134
TOTAL INDUSTRIALS			96,311
INFORMATION TECHNOLOGY - 19.7%
Communications Equipment - 4.3%
Adtran, Inc.	800		19
Alcatel SA sponsored ADR	230,500		2,927
Cisco Systems, Inc. (a)	573,640		13,842
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Communications Equipment - continued
Comverse Technology, Inc. (a)	92,400		$ 2,012
Corning, Inc. (a)	143,560		2,933
Harris Corp.	60,800		2,590
Juniper Networks, Inc. (a)	27,380		471
Motorola, Inc.	174,040		4,013
Nortel Networks Corp. (a)	426,700		952
QUALCOMM, Inc.	96,200		3,501
Research In Motion Ltd. (a)	25,650		3,013
			36,273
Computers & Peripherals - 2.8%
Apple Computer, Inc. (a)	93,500		7,581
Dell, Inc. (a)	71,500		1,740
EMC Corp. (a)	265,200		3,249
Hewlett-Packard Co.	243,000		9,414
Network Appliance, Inc. (a)	42,200		1,540
Sun Microsystems, Inc. (a)	38,700		210
			23,734
Electronic Equipment & Instruments - 0.6%
Agilent Technologies, Inc. (a)	155,614		5,540
Internet Software & Services - 1.9%
eBay, Inc. (a)	70,003		2,249
Google, Inc. Class A (sub. vtg.) (a)	28,900		13,768
Yahoo!, Inc. (a)	19,810		522
			16,539
IT Services - 0.8%
First Data Corp.	69,500		1,685
Paychex, Inc.	89,780		3,545
Western Union Co. (a)	63,600		1,402
			6,632
Semiconductors & Semiconductor Equipment - 4.0%
Altera Corp. (a)	50,000		922
Analog Devices, Inc.	41,500		1,321
Applied Materials, Inc.	474,500		8,252
ARM Holdings PLC sponsored ADR	190,900		1,252
ASML Holding NV (NY Shares) (a)	33,100		756
Broadcom Corp. Class A (a)	103,300		3,127
Fairchild Semiconductor International, Inc. (a)	122,200		1,969
FormFactor, Inc. (a)	33,200		1,268
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Freescale Semiconductor, Inc. Class A (a)	44,400		$ 1,748
Intel Corp.	37,440		799
Intersil Corp. Class A	93,900		2,202
KLA-Tencor Corp.	300		15
Lam Research Corp. (a)	2,500		124
Linear Technology Corp.	62,000		1,929
Microchip Technology, Inc.	71,200		2,345
National Semiconductor Corp.	130,200		3,163
Samsung Electronics Co. Ltd.	2,240		1,453
Xilinx, Inc.	66,200		1,689
			34,334
Software - 5.3%
Adobe Systems, Inc. (a)	107,700		4,120
BEA Systems, Inc. (a)	116,600		1,897
Cognos, Inc. (a)	63,700		2,324
Electronic Arts, Inc. (a)	2,000		106
Microsoft Corp.	1,030,160		29,576
Opsware, Inc. (a)	40,700		370
Oracle Corp. (a)	180,950		3,342
Quest Software, Inc. (a)	137,600		2,027
Symantec Corp. (a)	80,802		1,603
			45,365
TOTAL INFORMATION TECHNOLOGY			168,417
MATERIALS - 2.1%
Chemicals - 1.5%
Ashland, Inc.	46,700		2,760
Monsanto Co.	71,600		3,166
Praxair, Inc.	114,700		6,911
			12,837
Containers & Packaging - 0.3%
Owens-Illinois, Inc.	82,153		1,364
Smurfit-Stone Container Corp.	118,900		1,267
			2,631
Metals & Mining - 0.3%
Alcoa, Inc.	21,900		633
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Newmont Mining Corp.	10,600		$ 480
Titanium Metals Corp. (a)	56,246		1,658
			2,771
TOTAL MATERIALS			18,239
TELECOMMUNICATION SERVICES - 2.9%
Diversified Telecommunication Services - 2.6%
AT&T, Inc.	407,000		13,940
Covad Communications Group, Inc. (a)	474,400		631
Level 3 Communications, Inc. (a)	250,900		1,327
Qwest Communications International, Inc. (a)	235,000		2,028
Verizon Communications, Inc.	128,800		4,766
			22,692
Wireless Telecommunication Services - 0.3%
American Tower Corp. Class A (a)	69,500		2,503
TOTAL TELECOMMUNICATION SERVICES			25,195
UTILITIES - 0.8%
Electric Utilities - 0.5%
Exelon Corp.	70,500		4,370
Independent Power Producers & Energy Traders - 0.3%
TXU Corp.	45,200		2,853
TOTAL UTILITIES			7,223
TOTAL COMMON STOCKS (Cost $714,238)		808,800
Money Market Funds - 5.5%
	Shares		Value (Note 1) (000s)
Fidelity Cash Central Fund, 5.34% (b)	41,752,928		$ 41,753
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	5,449,800		5,450
TOTAL MONEY MARKET FUNDS (Cost $47,203)		47,203
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $761,441)			856,003
NET OTHER ASSETS - (0.3)%			(2,958)
NET ASSETS - 100%		$ 853,045

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	$ 786
Fidelity Securities Lending Cash Central Fund	115
Total	$ 901

Other Information

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

United States of America	89.7%
Switzerland	2.1%
Netherlands Antilles	1.4%
Bermuda	1.0%
Japan	1.0%
Canada	1.0%
Others (individually less than 1%)	3.8%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	October 31, 2006

Assets
Investment in securities, at value (including securities loaned of $5,283) - See accompanying schedule: Unaffiliated issuers (cost $714,238)	$ 808,800
Fidelity Central Funds (cost $47,203)	47,203
Total Investments (cost $761,441)		$ 856,003
Receivable for investments sold		14,100
Receivable for fund shares sold		296
Dividends receivable		401
Interest receivable		179
Other receivables		19
Total assets		870,998

Liabilities
Payable for investments purchased	$ 11,201
Payable for fund shares redeemed	635
Accrued management fee	416
Other affiliated payables	172
Other payables and accrued expenses	79
Collateral on securities loaned, at value	5,450
Total liabilities		17,953

Net Assets		$ 853,045
Net Assets consist of:
Paid in capital		$ 767,678
Undistributed net investment income		3,711
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(12,906)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		94,562
Net Assets, for 31,315 shares outstanding		$ 853,045
Net Asset Value, offering price and redemption price per share ($853,045 ÷ 31,315 shares)		$ 27.24

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2006

Investment Income
Dividends		$ 11,113
Interest		1
Income from Fidelity Central Funds		901
Total income		12,015

Expenses
Management fee Basic fee	$ 4,619
Performance adjustment	366
Transfer agent fees	1,716
Accounting and security lending fees	272
Custodian fees and expenses	60
Independent trustees' compensation	3
Registration fees	26
Audit	56
Legal	16
Miscellaneous	42
Total expenses before reductions	7,176
Expense reductions	(111)	7,065
Net investment income (loss)		4,950
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	51,464
Foreign currency transactions	3
Total net realized gain (loss)		51,467
Change in net unrealized appreciation (depreciation) on: Investment securities		58,566
Net gain (loss)		110,033
Net increase (decrease) in net assets resulting from operations		$ 114,983

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2006	Year ended October 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 4,950	$ 8,731
Net realized gain (loss)	51,467	65,400
Change in net unrealized appreciation (depreciation)	58,566	16,325
Net increase (decrease) in net assets resulting from operations	114,983	90,456
Distributions to shareholders from net investment income	(3,858)	(9,003)
Share transactions Proceeds from sales of shares	89,484	65,665
Reinvestment of distributions	3,687	8,598
Cost of shares redeemed	(121,435)	(162,412)
Net increase (decrease) in net assets resulting from share transactions	(28,264)	(88,149)
Total increase (decrease) in net assets	82,861	(6,696)

Net Assets
Beginning of period	770,184	776,880
End of period (including undistributed net investment income of $3,711 and undistributed net investment income of $2,687, respectively)	$ 853,045	$ 770,184
Other Information Shares
Sold	3,483	2,910
Issued in reinvestment of distributions	147	383
Redeemed	(4,751)	(7,146)
Net increase (decrease)	(1,121)	(3,853)

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

Annual Report

Financial Highlights

Years ended October 31,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 23.74	$ 21.41	$ 19.96	$ 16.83	$ 19.54
Income from Investment Operations
Net investment income (loss)^B	.16	.25^E	.10	.11	.07
Net realized and unrealized gain (loss)	3.46	2.33	1.47	3.08	(2.64)
Total from investment operations	3.62	2.58	1.57	3.19	(2.57)
Distributions from net investment income	(.12)	(.25)	(.12)	(.06)	(.14)
Net asset value, end of period	$ 27.24	$ 23.74	$ 21.41	$ 19.96	$ 16.83
Total Return^A	15.29%	12.12%	7.91%	19.01%	(13.30)%
Ratios to Average Net Assets^{C, F}
Expenses before reductions	.88%	.84%	.85%	.86%	.94%
Expenses net of fee waivers, if any	.88%	.84%	.85%	.86%	.94%
Expenses net of all reductions	.87%	.79%	.81%	.82%	.83%
Net investment income (loss)	.61%	1.11%^E	.46%	.63%	.39%
Supplemental Data
Net assets, end of period (in millions)	$ 853	$ 770	$ 777	$ 790	$ 744
Portfolio turnover rate^D	109%	136%	134%	159%	255%

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

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

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

^E Investment income per share reflects a 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.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Stock Selector (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 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.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

In addition, the Fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

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

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 97,561
Unrealized depreciation	(17,380)
Net unrealized appreciation (depreciation)	80,181
Undistributed ordinary income	2,248
Undistributed long-term capital gain	894

Cost for federal income tax purposes	$ 775,822

The tax character of distributions paid was as follows:

	October 31, 2006	October 31, 2005
Ordinary Income	$ 3,858	$ 9,003

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies.

3. Purchases and Sales of Investments.

Purchases and sales of securities other than short-term securities, aggregated $872,315 and $943,066, respectively.

4. Fees and Other Transactions with Affiliates.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

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.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts 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.

6. Security Lending.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

6. 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 $115.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $105 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 $6.

8. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Stock Selector:

We have audited the accompanying statement of assets and liabilities of Fidelity Stock Selector (the Fund), a fund of Fidelity Capital Trust, including the schedule of investments, as of October 31, 2006, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2006, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Stock Selector as of October 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2006

Annual Report

Trustees and Officers

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Stephen P. Jonas (53)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Stock Selector (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
James H. Keyes (66)
	Year of Election or Appointment: 2006 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Philip L. Bullen (47)
	Year of Election or Appointment: 2006 Vice President of Stock Selector. Mr. Bullen also serves as Vice President of certain Equity Funds (2006-present). Mr. Bullen is Senior Vice President of FMR (2001-present) and FMR Co., Inc. (2001-present). Previously, Mr. Bullen served as President and a Director of Fidelity Research & Analysis Company (2001-2005), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002-2006), and a Director of Strategic Advisers, Inc. (2002-2005).
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Stock Selector. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
James F. Catudal (45)
	Year of Election or Appointment: 2001 Vice President of Stock Selector. Mr. Catudal also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Catudal worked as a research analyst and manager. Mr. Catudal also serves as Vice President of FMR and FMR Co., Inc. (2002).
Eric D. Roiter (57)
	Year of Election or Appointment: 1998 Secretary of Stock Selector. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Stock Selector. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (48)
	Year of Election or Appointment: 2004 President and Treasurer of Stock Selector. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Stock Selector. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Stock Selector. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Stock Selector. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Stock Selector. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2004 Deputy Treasurer of Stock Selector. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Stock Selector. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Stock Selector. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1990 Assistant Treasurer of Stock Selector. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Stock Selector. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Stock Selector. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Stock Selector. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (40)
	Year of Appointment: 2005 Assistant Treasurer of Stock Selector. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Stock Selector voted to pay on December 4, 2006, to shareholders of record at the opening of business on December 1, 2006, a distribution of $.03 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.13 per share from net investment income.

The fund designates $1,614,553 of distributions paid during the period November 1, 2005 to October 31, 2006 as qualifying to be taxed as interest-related dividends for nonresident alien shareholders.

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

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

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees. ^A
	# of Votes	% of Votes
Dennis J. Dirks
Affirmative	18,984,087,768.24	96.277
Withheld	734,128,039.90	3.723
TOTAL	19,718,215,808.14	100.000
Albert R. Gamper, Jr.
Affirmative	18,972,066,364.22	96.216
Withheld	746,149,443.92	3.784
TOTAL	19,718,215,808.14	100.000
Robert M. Gates
Affirmative	18,939,072,824.91	96.049
Withheld	779,142,983.23	3.951
TOTAL	19,718,215,808.14	100.000
George H. Heilmeier
Affirmative	18,924,535,963.81	95.975
Withheld	793,679,844.33	4.025
TOTAL	19,718,215,808.14	100.000
Edward C. Johnson 3d
Affirmative	18,871,094,149.22	95.704
Withheld	847,121,658.92	4.296
TOTAL	19,718,215,808.14	100.000
Stephen P. Jonas
Affirmative	18,962,549,074.38	96.168
Withheld	755,666,733.76	3.832
TOTAL	19,718,215,808.14	100.000
James H. Keyes^B
Affirmative	18,951,323,897.48	96.111
Withheld	766,891,910.66	3.889
TOTAL	19,718,215,808.14	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	18,948,733,631.68	96.098
Withheld	769,482,176.46	3.902
TOTAL	19,718,215,808.14	100.000
Ned C. Lautenbach
Affirmative	18,955,192,662.21	96.130
Withheld	763,023,145.93	3.870
TOTAL	19,718,215,808.14	100.000
William O. McCoy
Affirmative	18,901,077,394.54	95.856
Withheld	817,138,413.60	4.144
TOTAL	19,718,215,808.14	100.000
Robert L. Reynolds
Affirmative	18,956,972,615.07	96.139
Withheld	761,243,193.07	3.861
TOTAL	19,718,215,808.14	100.000
Cornelia M. Small
Affirmative	18,967,158,466.26	96.191
Withheld	751,057,341.88	3.809
TOTAL	19,718,215,808.14	100.000
William S. Stavropoulos
Affirmative	18,918,672,661.66	95.945
Withheld	799,543,146.48	4.055
TOTAL	19,718,215,808.14	100.000
Kenneth L. Wolfe
Affirmative	18,959,278,859.57	96.151
Withheld	758,936,948.57	3.849
TOTAL	19,718,215,808.14	100.000
^A Denotes trust-wide proposal and voting results. ^B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Stock Selector

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the second quartile for all the periods shown. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for all the periods shown. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Stock Selector

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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
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

Annual 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

Annual 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

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 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

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

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

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

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, 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

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1572 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 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

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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, 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

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research Company

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Brown Brothers Harriman & Co.
Boston, MA

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Fidelity®

Small Cap Independence
Fund

Annual Report

October 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The managers' review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Small Cap Independence Fund	14.08%	10.63%	9.01%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Small Cap Independence Fund on October 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Russell 2000® Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Thompson, Portfolio Manager of Fidelity® Small Cap Independence Fund

The fund rose 14.08% during the past year, versus 19.98% for the Russell 2000® Index. The biggest drag on performance versus the index was the portfolio's growth bias during a year in which value stocks did better overall. Specifically, the fund's large underweighting in the strong performing real estate industry, disappointing stock selection among diversified financials and weak industry positioning within technology all had a meaningful negative impact. In contrast, an underweighting in bank stocks added to results, while strong security selection in energy helped contribute to the fund's performance. Also, given my investment in foreign stocks, favorable currency movements were a net positive. Two of the fund's biggest detractors were out-of-benchmark positions in NETeller and Optimal Group. Both specialize in electronic money transfers for Internet gaming companies, which were dealt a severe blow in October after Congress voted to ban online gambling. Other detractors included energy holding Carbo Ceramics, retailer Pier 1 Imports and fiber-optic component maker Bookham. Many of our best performers were companies that agreed to be acquired for premium valuations during the period, including RSA Security, which provides digital identification products for computer network users, and Maverick Tube, a maker of tubular products used for oil and natural gas drilling. Neither was in the portfolio at period end. Also performing well was specialty materials manufacturer Allegheny Technologies.

Annual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2006 to October 31, 2006).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value May 1, 2006	Ending Account Value October 31, 2006	Expenses Paid During Period* May 1, 2006 to October 31, 2006
Actual	$ 1,000.00	$ 961.10	$ 4.40
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.72	$ 4.53

* Expenses are equal to the Fund's annualized expense ratio of .89%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Medicis Pharmaceutical Corp. Class A	2.4	1.8
Huron Consulting Group, Inc.	2.2	1.2
Allegheny Technologies, Inc.	2.1	1.5
Fourlis Holdings SA	1.8	1.5
New River Pharmaceuticals, Inc.	1.8	1.1
ValueClick, Inc.	1.6	0.8
FLIR Systems, Inc.	1.4	0.2
Carpenter Technology Corp.	1.3	1.2
Kanbay International, Inc.	1.3	0.0
Conceptus, Inc.	1.3	0.3
	17.2
Top Five Market Sectors as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	23.1	19.8
Information Technology	19.5	22.9
Industrials	15.9	13.6
Health Care	12.3	11.5
Energy	11.5	14.4

Asset Allocation (% of fund's net assets)
As of October 31, 2006 *			As of April 30, 2006 **
	Stocks 99.4%			Stocks 99.3%
	Short-Term Investments and Net Other Assets 0.6%			Short-Term Investments and Net Other Assets 0.7%
* Foreign investments		18.3%	** Foreign investments		24.6%

Annual Report

Investments October 31, 2006

Showing Percentage of Net Assets

Common Stocks - 99.4%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 23.1%
Auto Components - 0.7%
Gentex Corp.	879,900		$ 13,999
Hawk Corp. Class A (a)	326,500		4,800
			18,799
Distributors - 1.0%
Keystone Automotive Industries, Inc. (a)	656,100		25,234
Diversified Consumer Services - 0.0%
New Oriental Education & Technology Group, Inc. Sponsored ADR	1,300		31
Hotels, Restaurants & Leisure - 4.8%
BJ's Restaurants, Inc. (a)	411,200		8,853
Gaming Partners International Corp.	153,205		3,112
Isle of Capri Casinos, Inc. (a)(d)	849,800		21,330
McCormick & Schmick's Seafood Restaurants (a)	420,918		11,066
Multimedia Games, Inc. (a)(d)	488,500		4,587
P.F. Chang's China Bistro, Inc. (a)(d)	529,500		22,144
St. Marc Holdings Co. Ltd.	159,600		10,671
The Restaurant Group PLC	4,140,822		19,450
Vail Resorts, Inc. (a)	664,100		25,667
			126,880
Household Durables - 2.8%
Fourlis Holdings SA	2,475,330		48,025
Ryland Group, Inc.	192,300		8,832
Standard Pacific Corp.	381,300		9,239
Universal Electronics, Inc. (a)	287,607		6,221
			72,317
Internet & Catalog Retail - 0.8%
Gaiam, Inc. Class A (a)	350,000		5,079
NutriSystem, Inc. (a)(d)	270,800		16,703
			21,782
Leisure Equipment & Products - 1.0%
MarineMax, Inc. (a)	321,800		9,175
Pool Corp.	84,400		3,459
RC2 Corp. (a)	279,000		12,605
			25,239
Media - 5.5%
Carmike Cinemas, Inc. (d)(e)	1,197,400		23,888
CTC Media, Inc.	947,000		22,984
DreamWorks Animation SKG, Inc. Class A (a)	705,200		18,653
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Focus Media Holding Ltd. ADR (a)	23,902		$ 1,264
Modern Times Group AB (MTG) (B Shares)	314,600		18,121
R.H. Donnelley Corp.	422,000		25,413
Regal Entertainment Group Class A (d)	1,584,700		32,851
			143,174
Multiline Retail - 0.1%
Conn's, Inc. (a)(d)	137,000		3,291
Specialty Retail - 4.0%
Casual Male Retail Group, Inc. (a)(d)	1,268,100		18,781
Charlotte Russe Holding, Inc. (a)	348,600		9,639
New York & Co., Inc. (a)	281,700		3,662
Pier 1 Imports, Inc. (d)	3,225,500		21,095
The Men's Wearhouse, Inc.	293,150		11,682
Wet Seal, Inc. Class A (a)	2,206,700		13,770
Williams-Sonoma, Inc. (d)	796,800		27,099
			105,728
Textiles, Apparel & Luxury Goods - 2.4%
Crocs, Inc. (d)	434,700		17,223
Timberland Co. Class A (a)	447,200		12,902
True Religion Apparel, Inc. (a)(d)	1,097,851		23,801
Volcom, Inc. (a)(d)	252,700		8,278
			62,204
TOTAL CONSUMER DISCRETIONARY			604,679
CONSUMER STAPLES - 1.3%
Food & Staples Retailing - 0.3%
Itochushokuhin Co. Ltd.	245,200		8,176
Food Products - 1.0%
Corn Products International, Inc.	553,700		20,038
Imperial Sugar Co. (d)	198,100		5,256
			25,294
TOTAL CONSUMER STAPLES			33,470
ENERGY - 11.5%
Energy Equipment & Services - 5.5%
Carbo Ceramics, Inc. (d)	291,400		9,820
Compagnie Generale de Geophysique SA sponsored ADR (d)	325,000		11,063
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Energy Equipment & Services - continued
Core Laboratories NV (a)	292,700		$ 21,335
Dawson Geophysical Co. (a)	137,000		4,115
Hydril Co. (a)	214,500		12,881
Oil States International, Inc. (a)	789,900		22,939
Petroleum Geo-Services ASA sponsored ADR (a)	310,700		18,117
Superior Energy Services, Inc. (a)	763,500		23,898
TGS Nopec Geophysical Co. ASA (a)	1,202,000		21,423
			145,591
Oil, Gas & Consumable Fuels - 6.0%
Aurora Oil & Gas Corp. (a)	1,098,908		3,407
Cabot Oil & Gas Corp.	386,500		20,450
Comstock Resources, Inc. (a)	461,700		12,881
Encore Acquisition Co. (a)	388,550		9,729
Forest Oil Corp. (a)	231,700		7,563
Goodrich Petroleum Corp. (d)	791,400		27,074
Houston Exploration Co. (a)	189,000		10,236
Mariner Energy, Inc. (a)	1,118,314		22,165
Plains Exploration & Production Co. (a)	500,100		21,149
Range Resources Corp.	62,400		1,694
Tesoro Corp.	313,300		20,032
			156,380
TOTAL ENERGY			301,971
FINANCIALS - 9.2%
Commercial Banks - 2.1%
Boston Private Financial Holdings, Inc.	595,100		16,449
East West Bancorp, Inc.	424,500		15,498
Signature Bank, New York (a)	50,203		1,523
UCBH Holdings, Inc.	1,212,900		20,789
			54,259
Consumer Finance - 0.2%
Cash Systems, Inc. (a)(d)(e)	1,043,700		6,210
Diversified Financial Services - 1.0%
African Bank Investments Ltd.	5,064,498		18,900
NETeller PLC (a)	2,504,500		6,867
			25,767
Insurance - 3.3%
Aspen Insurance Holdings Ltd.	987,900		24,520
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
IPC Holdings Ltd.	449,700		$ 13,509
Montpelier Re Holdings Ltd.	1,060,924		18,831
Navigators Group, Inc. (a)	434,300		20,443
Philadelphia Consolidated Holdings Corp. (a)	122,115		4,777
Scottish Re Group Ltd.	332,350		3,799
			85,879
Real Estate Investment Trusts - 2.3%
Corporate Office Properties Trust (SBI)	274,100		13,099
Extra Space Storage, Inc.	367,000		6,767
Home Properties of New York, Inc.	216,000		13,645
Tanger Factory Outlet Centers, Inc.	372,400		13,891
U-Store-It Trust	603,500		13,253
			60,655
Real Estate Management & Development - 0.3%
Unite Group PLC	976,587		9,263
TOTAL FINANCIALS			242,033
HEALTH CARE - 12.3%
Biotechnology - 0.0%
Alnylam Pharmaceuticals, Inc. (a)	39,000		769
Health Care Equipment & Supplies - 2.8%
Conceptus, Inc. (a)(e)	1,681,283		33,323
Cyberonics, Inc. (a)	270,400		4,875
Cynosure, Inc. Class A (e)	500,000		9,200
Home Diagnostics, Inc.	220,500		2,809
Somanetics Corp. (a)	174,809		3,718
Stereotaxis, Inc. (a)	1,572,292		18,836
			72,761
Health Care Providers & Services - 3.9%
Brookdale Senior Living, Inc.	458,400		22,058
Capital Senior Living Corp. (a)(e)	1,467,000		14,010
Emeritus Corp. (a)	701,300		16,831
Healthways, Inc. (a)	653,500		27,676
Sun Healthcare Group, Inc. (a)	1,548,600		20,256
			100,831
Health Care Technology - 0.4%
Vital Images, Inc. (a)	360,900		11,202
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Life Sciences Tools & Services - 0.2%
Covance, Inc. (a)	105,600		$ 6,178
Pharmaceuticals - 5.0%
Allergan, Inc.	172,100		19,878
Medicis Pharmaceutical Corp. Class A (d)	1,830,300		64,128
New River Pharmaceuticals, Inc. (a)(d)	939,526		47,784
			131,790
TOTAL HEALTH CARE			323,531
INDUSTRIALS - 15.9%
Aerospace & Defense - 1.9%
Alliant Techsystems, Inc. (a)	345,930		26,709
Hexcel Corp. (a)	617,400		9,996
United Industrial Corp. (d)	312,300		14,057
			50,762
Air Freight & Logistics - 0.8%
Business Post Group PLC	918,200		7,339
EGL, Inc. (a)	371,600		12,631
			19,970
Airlines - 0.4%
ACE Aviation Holdings, Inc. Class A (a)	279,400		9,706
Building Products - 1.0%
Jacuzzi Brands, Inc. (a)	1,282,257		15,887
PGT, Inc.	707,002		10,471
			26,358
Commercial Services & Supplies - 4.8%
Clean Harbors, Inc. (a)	84,147		3,601
Corrections Corp. of America (a)	673,678		30,780
Huron Consulting Group, Inc. (a)(e)	1,422,555		56,845
Innerworkings, Inc.	245,700		3,673
ITE Group PLC	4,096,900		11,117
Tele Atlas NV (Netherlands) (a)	1,056,500		19,810
			125,826
Construction & Engineering - 1.1%
Infrasource Services, Inc. (a)	757,500		14,824
Quanta Services, Inc. (a)	778,100		14,239
			29,063
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Electrical Equipment - 1.9%
GrafTech International Ltd. (a)	1,024,200		$ 6,196
Q-Cells AG (d)	326,900		12,935
SolarWorld AG (d)	257,900		13,872
Suntech Power Holdings Co. Ltd. sponsored ADR	138,000		3,588
Vestas Wind Systems AS (a)	446,200		12,569
			49,160
Machinery - 1.2%
Valmont Industries, Inc.	557,300		31,097
Road & Rail - 0.5%
Con-way, Inc.	168,700		7,958
Old Dominion Freight Lines, Inc. (a)	237,100		6,558
			14,516
Trading Companies & Distributors - 2.3%
Beacon Roofing Supply, Inc. (a)(d)	853,750		16,904
Bergman & Beving AB (B Shares)	927,000		20,793
Watsco, Inc.	470,000		23,406
			61,103
TOTAL INDUSTRIALS			417,561
INFORMATION TECHNOLOGY - 19.5%
Communications Equipment - 0.7%
Bookham, Inc. (a)(d)(e)	3,533,716		11,061
TANDBERG ASA	606,870		7,010
			18,071
Computers & Peripherals - 2.7%
Hypercom Corp. (a)	1,713,300		11,119
NCR Corp. (a)	651,700		27,059
QLogic Corp. (a)	858,500		17,668
Rackable Systems, Inc. (a)(d)	393,400		12,199
SimpleTech, Inc. (a)	340,263		2,947
			70,992
Electronic Equipment & Instruments - 3.0%
FARO Technologies, Inc. (a)(d)(e)	1,260,721		24,004
FLIR Systems, Inc. (a)(d)	1,136,649		36,305
Optimal Group, Inc. Class A (a)(d)(e)	2,015,400		19,428
			79,737
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 5.2%
Aladdin Knowledge Systems Ltd. (a)(e)	1,273,200		$ 22,739
aQuantive, Inc. (a)(d)	694,500		18,877
Bankrate, Inc. (a)(d)	615,808		19,675
CyberSource Corp. (a)	298,948		3,064
Digitas, Inc. (a)	3,016,700		31,856
ValueClick, Inc. (a)(d)	2,167,600		40,751
			136,962
IT Services - 2.0%
Kanbay International, Inc. (a)(d)	1,188,600		33,756
MoneyGram International, Inc.	567,053		19,399
			53,155
Semiconductors & Semiconductor Equipment - 4.7%
Actel Corp. (a)	90,300		1,480
Broadcom Corp. Class A (a)	523,950		15,860
Cypress Semiconductor Corp. (a)	881,000		14,792
DSP Group, Inc. (a)	814,200		17,684
Integrated Device Technology, Inc. (a)	890,200		14,110
Intersil Corp. Class A	702,000		16,462
O2Micro International Ltd. sponsored ADR (a)	700,400		4,525
Saifun Semiconductors Ltd.	87,400		1,731
Silicon Laboratories, Inc. (a)	277,500		9,055
Silicon On Insulator Technologies SA (SOITEC) (a)	400,000		11,850
SiRF Technology Holdings, Inc. (a)	517,948		14,565
			122,114
Software - 1.2%
Fair, Isaac & Co., Inc.	148,200		5,429
NAVTEQ Corp. (a)	115,864		3,847
Quality Systems, Inc.	188,200		7,987
Sonic Solutions, Inc. (a)	860,500		13,888
			31,151
TOTAL INFORMATION TECHNOLOGY			512,182
MATERIALS - 4.8%
Metals & Mining - 4.8%
Allegheny Technologies, Inc.	707,800		55,725
Carpenter Technology Corp.	330,000		35,307
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Oregon Steel Mills, Inc. (a)	340,425		$ 18,519
Shore Gold, Inc. (a)	3,671,300		17,496
			127,047
TELECOMMUNICATION SERVICES - 1.4%
Diversified Telecommunication Services - 1.4%
Level 3 Communications, Inc. (a)	2,643,300		13,983
NeuStar, Inc. Class A (a)	744,700		21,760
			35,743
UTILITIES - 0.4%
Independent Power Producers & Energy Traders - 0.4%
AES Tiete SA (PN) (non-vtg.)	366,000,000		9,289
TOTAL COMMON STOCKS (Cost $2,483,010)		2,607,506
Money Market Funds - 11.5%

Fidelity Cash Central Fund, 5.34% (b)	32,731,247		32,731
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	269,952,146		269,952
TOTAL MONEY MARKET FUNDS (Cost $302,683)		302,683
TOTAL INVESTMENT PORTFOLIO - 110.9% (Cost $2,785,693)			2,910,189
NET OTHER ASSETS - (10.9)%			(286,751)
NET ASSETS - 100%		$ 2,623,438

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	$ 4,158
Fidelity Securities Lending Cash Central Fund	4,725
Total	$ 8,883

Other Affiliated Issuers

Affiliate (amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Aladdin Knowledge Systems Ltd.	$ -	$ 26,140	$ -	$ -	$ 22,739
Allied Healthcare International, Inc.	14,067	-	15,153	-	-
Anika Therapeutics, Inc.	-	9,263	8,251	-	-
Bookham, Inc.	-	28,810	-	-	11,061
Capital Senior Living Corp.	-	14,161	-	-	14,010
Carmike Cinemas, Inc.	-	27,335	-	736	23,888
CAS Medical Systems, Inc.	-	11,288	6,521	-	-
Cash Systems, Inc.	-	7,522	-	-	6,210
Conceptus, Inc.	-	24,603	-	-	33,323
Cynosure, Inc. Class A	-	10,865	-	-	9,200
FARO Technologies, Inc.	-	27,637	3,035	-	24,004

Annual Report

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

Investments - continued

Other Affiliated Issuers - continued

Affiliate (amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Huron Consulting Group, Inc.	$ -	$ 47,163	$ -	$ -	$ 56,845
New Frontier Media, Inc.	6,560	-	7,248	-	-
Optimal Group, Inc. Class A	-	32,423	-	-	19,428
Packaging Dynamics Corp.	7,425	-	7,259	-	-
SOURCECORP, Inc.	18,054	-	19,763	-	-
Stereotaxis, Inc.	-	22,225	134	-	-
The Geo Group, Inc.	16,299	-	17,300	-	-
The Restaurant Group PLC	-	29,679	27,401	3,174	-
Whitehall Jewellers, Inc.	790	-	728	-	-
Total	$ 63,195	$ 319,114	$ 112,793	$ 3,910	$ 220,708

Other Information

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

United States of America	81.7%
Bermuda	2.1%
United Kingdom	2.0%
Greece	1.8%
Canada	1.8%
Norway	1.8%
Netherlands	1.6%
Sweden	1.5%
Germany	1.0%
Israel	1.0%
Others (individually less than 1%)	3.7%
	100.0%

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	October 31, 2006

Assets
Investment in securities, at value (including securities loaned of $263,997) - See accompanying schedule: Unaffiliated issuers (cost $2,240,254)	$ 2,386,798
Fidelity Central Funds (cost $302,683)	302,683
Other affiliated issuers (cost $242,756)	220,708
Total Investments (cost $2,785,693)		$ 2,910,189
Foreign currency held at value (cost $17)		17
Receivable for investments sold		22,543
Receivable for fund shares sold		2,254
Dividends receivable		897
Interest receivable		373
Other receivables		768
Total assets		2,937,041

Liabilities
Payable for investments purchased	$ 38,799
Payable for fund shares redeemed	2,763
Accrued management fee	1,229
Other affiliated payables	601
Other payables and accrued expenses	259
Collateral on securities loaned, at value	269,952
Total liabilities		313,603

Net Assets		$ 2,623,438
Net Assets consist of:
Paid in capital		$ 2,181,687
Undistributed net investment income		6,996
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		310,261
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		124,494
Net Assets, for 117,990 shares outstanding		$ 2,623,438
Net Asset Value, offering price and redemption price per share ($2,623,438 ÷ 117,990 shares)		$ 22.23

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2006

Investment Income
Dividends (including $3,910 received from other affiliated issuers)		$ 14,673
Special dividends		2,245
Interest		86
Income from Fidelity Central Funds (including $4,725 from security lending)		8,883
Total income		25,887

Expenses
Management fee Basic fee	$ 14,068
Performance adjustment	(1,527)
Transfer agent fees	5,762
Accounting and security lending fees	696
Custodian fees and expenses	263
Independent trustees' compensation	9
Registration fees	127
Audit	56
Legal	33
Interest	2
Miscellaneous	126
Total expenses before reductions	19,615
Expense reductions	(1,035)	18,580
Net investment income (loss)		7,307
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	312,016
Other affiliated issuers	(2,611)
Foreign currency transactions	86
Futures contracts	3,165
Total net realized gain (loss)		312,656
Change in net unrealized appreciation (depreciation) on: Investment securities	(68,037)
Assets and liabilities in foreign currencies	(2)
Total change in net unrealized appreciation (depreciation)		(68,039)
Net gain (loss)		244,617
Net increase (decrease) in net assets resulting from operations		$ 251,924

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2006	Year ended October 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,307	$ 5,929
Net realized gain (loss)	312,656	119,721
Change in net unrealized appreciation (depreciation)	(68,039)	54,939
Net increase (decrease) in net assets resulting from operations	251,924	180,589
Distributions to shareholders from net investment income	(5,739)	-
Distributions to shareholders from net realized gain	(109,861)	(46,445)
Total distributions	(115,600)	(46,445)
Share transactions Proceeds from sales of shares	1,250,445	715,075
Reinvestment of distributions	113,855	45,487
Cost of shares redeemed	(486,761)	(230,542)
Net increase (decrease) in net assets resulting from share transactions	877,539	530,020
Redemption fees	92	198
Total increase (decrease) in net assets	1,013,955	664,362

Net Assets
Beginning of period	1,609,483	945,121
End of period (including undistributed net investment income of $6,996 and undistributed net investment income of $5,927, respectively)	$ 2,623,438	$ 1,609,483
Other Information Shares
Sold	58,064	34,937
Issued in reinvestment of distributions	5,524	2,370
Redeemed	(22,914)	(11,624)
Net increase (decrease)	40,674	25,683

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

Annual Report

Financial Highlights

Years ended October 31,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 20.82	$ 18.30	$ 16.87	$ 13.56	$ 15.40
Income from Investment Operations
Net investment income (loss)^B	.07^E	.10^F	(.09)	(.08)	(.08)
Net realized and unrealized gain (loss)	2.75	3.31	1.52	3.38	(1.33)
Total from investment operations	2.82	3.41	1.43	3.30	(1.41)
Distributions from net investment income	(.07)	-	-	-	-
Distributions from net realized gain	(1.34)	(.89)	-	-	(.44)
Total distributions	(1.41)	(.89)	-	-	(.44)
Redemption fees added to paid in capital^B	-^H	-^H	-^H	.01	.01
Net asset value, end of period	$ 22.23	$ 20.82	$ 18.30	$ 16.87	$ 13.56
Total Return^A	14.08%	19.05%	8.48%	24.41%	(9.58)%
Ratios to Average Net Assets^{C, G}
Expenses before reductions	.86%	.78%	.95%	1.06%	1.12%
Expenses net of fee waivers, if any	.86%	.78%	.95%	1.06%	1.12%
Expenses net of all reductions	.81%	.75%	.91%	.93%	.91%
Net investment income (loss)	.32%^E	.49%^F	(.49)%	(.59)%	(.52)%
Supplemental Data
Net assets, end of period (in millions)	$ 2,623	$ 1,609	$ 945	$ 933	$ 892
Portfolio turnover rate^D	126%	61%	95%	220%	290%

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

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

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

^E Investment income per share reflects a 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%.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Small Cap Independence Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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.

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

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 339,319
Unrealized depreciation	(218,684)
Net unrealized appreciation (depreciation)	120,635
Undistributed ordinary income	95,889
Undistributed long-term capital gain	185,266

Cost for federal income tax purposes	$ 2,789,554

The tax character of distributions paid was as follows:

	October 31, 2006	October 31, 2005
Ordinary Income	$ 45,092	$ 1,044
Long-term Capital Gains	70,508	45,401
Total	$ 115,600	$ 46,445

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.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

2. Operating Policies.

Futures Contracts. The Fund may use futures contracts to manage its exposure to the stock market and to fluctuations in currency values. 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

Annual Report

2. Operating Policies - continued

Futures Contracts - continued

gains or losses. Realized gains (losses) are recorded upon the expiration or closing of the futures contract. Securities deposited to meet margin requirements are identified in the Schedule of Investments. 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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $3,560,843 and $2,793,481, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .35% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the Fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annual management fee rate, including the performance adjustment, was .55% of the Fund's average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

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.

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	$ 3,166	4.90%	$ 2

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $6 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

Annual Report

6. Security Lending - continued

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.

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $899 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 $9 and $127, respectively.

8. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and Shareholders of Fidelity Small Cap Independence Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Small Cap Independence Fund (the Fund), a fund of Fidelity Capital Trust, including the schedule of investments as of October 31, 2006, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Small Cap Independence Fund as of October 31, 2006, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2006

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 349 funds advised by FMR or an affiliate. Mr. McCoy oversees 350 funds advised by FMR or an affiliate.

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Stephen P. Jonas (53)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Small Cap Independence (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
James H. Keyes (66)
	Year of Election or Appointment: 2006 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Small Cap Independence. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Bruce T. Herring (41)
	Year of Election or Appointment: 2006 Vice President of Small Cap Independence. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Rich Thompson (37)
	Year of Election or Appointment: 2005 Vice President of Small Cap Independence. Prior to his current responsibilities, Mr. Thompson worked as a research analyst and portfolio manager. Mr. Thompson also serves as a Vice President of FMR and FMR Co., Inc. (2006).
Eric D. Roiter (57)
	Year of Election or Appointment: 1998 Secretary of Small Cap Independence. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Small Cap Independence. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (48)
	Year of Election or Appointment: 2004 President and Treasurer of Small Cap Independence. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Small Cap Independence. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Small Cap Independence. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Small Cap Independence. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Small Cap Independence. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2004 Deputy Treasurer of Small Cap Independence. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Small Cap Independence. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Small Cap Independence. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1993 Assistant Treasurer of Small Cap Independence. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Small Cap Independence. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Small Cap Independence. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Small Cap Independence. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Small Cap Independence. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Small Cap Independence Fund voted to pay on December 4, 2006, to shareholders of record at the opening of business on December 1, 2006, a distribution of $2.34 per share derived from capital gains realized from sales of portfolio securities and a dividend of $0.05 per share from net investment income.

The fund designates 25% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 31% of the dividends distributed in December 2005 during the fiscal year as amounts which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2006, $185,362,000 or, if subsequently determined to be different, the net capital gain of such year.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees. ^A
	# of Votes	% of Votes
Dennis J. Dirks
Affirmative	18,984,087,768.24	96.277
Withheld	734,128,039.90	3.723
TOTAL	19,718,215,808.14	100.000
Albert R. Gamper, Jr.
Affirmative	18,972,066,364.22	96.216
Withheld	746,149,443.92	3.784
TOTAL	19,718,215,808.14	100.000
Robert M. Gates
Affirmative	18,939,072,824.91	96.049
Withheld	779,142,983.23	3.951
TOTAL	19,718,215,808.14	100.000
George H. Heilmeier
Affirmative	18,924,535,963.81	95.975
Withheld	793,679,844.33	4.025
TOTAL	19,718,215,808.14	100.000
Edward C. Johnson 3d
Affirmative	18,871,094,149.22	95.704
Withheld	847,121,658.92	4.296
TOTAL	19,718,215,808.14	100.000
Stephen P. Jonas
Affirmative	18,962,549,074.38	96.168
Withheld	755,666,733.76	3.832
TOTAL	19,718,215,808.14	100.000
James H. Keyes^B
Affirmative	18,951,323,897.48	96.111
Withheld	766,891,910.66	3.889
TOTAL	19,718,215,808.14	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	18,948,733,631.68	96.098
Withheld	769,482,176.46	3.902
TOTAL	19,718,215,808.14	100.000
Ned C. Lautenbach
Affirmative	18,955,192,662.21	96.130
Withheld	763,023,145.93	3.870
TOTAL	19,718,215,808.14	100.000
William O. McCoy
Affirmative	18,901,077,394.54	95.856
Withheld	817,138,413.60	4.144
TOTAL	19,718,215,808.14	100.000
Robert L. Reynolds
Affirmative	18,956,972,615.07	96.139
Withheld	761,243,193.07	3.861
TOTAL	19,718,215,808.14	100.000
Cornelia M. Small
Affirmative	18,967,158,466.26	96.191
Withheld	751,057,341.88	3.809
TOTAL	19,718,215,808.14	100.000
William S. Stavropoulos
Affirmative	18,918,672,661.66	95.945
Withheld	799,543,146.48	4.055
TOTAL	19,718,215,808.14	100.000
Kenneth L. Wolfe
Affirmative	18,959,278,859.57	96.151
Withheld	758,936,948.57	3.849
TOTAL	19,718,215,808.14	100.000
^A Denotes trust-wide proposal and voting results. ^B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Small Cap Independence Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one-year period, the third quartile for the three-year period, and the second quartile for the five-year period. The Board also stated that the relative investment performance of the fund was lower than its benchmark for the three- and five-year periods, although the fund's one-year cumulative total return compared favorably to its benchmark. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

Annual Report

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 6% means that 94% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Small Cap Independence Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual Report

Managing Your Investments

By Phone

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Fidelity Automated
Service Telephone (FAST®)
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Press

1 For mutual fund and brokerage trading.

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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

Annual 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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For Non-Retirement
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Buying shares

Fidelity Investments
P.O. Box 770001
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Fidelity Investments
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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

Annual 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
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1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
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Irvine, CA

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Los Angeles, CA

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73-575 El Paseo
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Sacramento, CA

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San Diego, CA

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Colorado

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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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1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

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Georgia

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Atlanta, GA

Illinois

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Schaumburg, IL

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Indiana

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Kansas

5400 College Boulevard
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Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
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One W. Pennsylvania Ave.
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Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Annual Report

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
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Missouri

1524 South Lindbergh Blvd.
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Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

150 Essex Street
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56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
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1271 Avenue of the Americas
New York, NY

980 Madison Avenue
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61 Broadway
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350 Park Avenue
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200 Fifth Avenue
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733 Third Avenue
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11 Penn Plaza
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2070 Broadway
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1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
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North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
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1324 Polaris Parkway
Columbus, 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

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
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4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
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6560 Fannin Street
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6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
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1576 East Southlake Blvd.
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Utah

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Virginia

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411 108th Avenue, N.E.
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1518 6th Avenue
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Washington, DC

1900 K Street, N.W.
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Wisconsin

595 North Barker Road
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Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

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 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

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

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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

SCS-UANN-1206
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(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
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www.fidelity.com

Fidelity®

Value

Fund

Annual Report

October 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2006	Past 1 year	Past 5 years	Past 10 years
Fidelity® Value Fund	19.01%	15.80%	12.14%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Value Fund on October 31, 1996. The chart shows how the value of your investment would have changed, and also shows how the Russell Midcap® Value Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Richard Fentin, Portfolio Manager of Fidelity® Value Fund

For the 12 months that ended October 31, 2006, the fund returned 19.01% while the Russell Midcap®Value Index gained 20.51%. The fund lagged the index partly due to its underexposure to strong performing real estate investment trusts (REITs). Weak stock selection in the materials sector also hurt performance, including overweighting glass container maker Owens-Illinois, and having only a small position in steelmaker Nucor and not owning paper products giant Georgia-Pacific. Not investing in other strong performing index components Archer-Daniels-Midland, Kerr-McGee and Qwest Communications detracted as well. Some overweighted holdings in health care disappointed. Specifically, Community Health Systems fell on weak business fundamentals, while corporate issues at video game producer Take-Two Interactive hampered returns. The fund's modest cash position also hurt. On the other hand, the portfolio benefited from several out-of-index technology holdings, including disk-drive manufacturers Western Digital and Maxtor, which was acquired by Seagate Technology during the period. An overweighting in Symbol Technologies boosted relative performance when Motorola announced it would acquire the company. Out-of-index engineering and construction leader Fluor worked well, as did overweighted investments in several turnaround stories in retailing, including Ann Taylor, OfficeMax and Big Lots. Lastly, security selection in energy and an underweighting in interest-rate-sensitive utilities stocks provided additional gains relative to the index.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2006 to October 31, 2006).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value May 1, 2006	Ending Account Value October 31, 2006	Expenses Paid During Period* May 1, 2006 to October 31, 2006
Actual	$ 1,000.00	$ 1,026.10	$ 3.42
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,021.83	$ 3.41

* Expenses are equal to the Fund's annualized expense ratio of .67%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Baxter International, Inc.	2.0	1.7
Xerox Corp.	1.5	1.3
Tyco International Ltd.	1.3	1.2
Safeway, Inc.	1.2	1.3
Symbol Technologies, Inc.	1.2	0.8
Avon Products, Inc.	1.0	1.0
Agilent Technologies, Inc.	1.0	0.9
Flextronics International Ltd.	1.0	0.9
Ceridian Corp.	1.0	1.0
Fannie Mae	0.9	0.8
	12.1
Top Five Market Sectors as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	19.5	18.7
Consumer Discretionary	18.6	16.1
Financials	14.1	12.8
Health Care	12.5	12.5
Industrials	8.1	9.2

Asset Allocation (% of fund's net assets)
As of October 31, 2006 *			As of April 30, 2006 **
	Stocks 96.7%			Stocks 95.2%
	Bonds 0.1%			Bonds 0.1%
	Convertible Securities 0.1%			Convertible Securities 0.4%
	Short-Term Investments and Net Other Assets 3.1%			Short-Term Investments and Net Other Assets 4.3%
* Foreign investments		9.9%	** Foreign investments		10.0%

Annual Report

Investments October 31, 2006

Showing Percentage of Net Assets

Common Stocks - 96.6%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 18.6%
Auto Components - 0.0%
Gentex Corp.	510,600		$ 8,124
Automobiles - 0.7%
Harley-Davidson, Inc. (d)	163,400		11,214
Monaco Coach Corp.	706,800		8,439
Nissan Motor Co. Ltd.	2,913,684		34,901
Renault SA	602,700		70,505
			125,059
Diversified Consumer Services - 0.1%
Service Corp. International (SCI)	1,361,500		12,417
Hotels, Restaurants & Leisure - 4.1%
Applebee's International, Inc.	718,600		16,398
Aristocrat Leisure Ltd.	1,531,500		16,516
Boyd Gaming Corp.	1,020,600		40,283
Brinker International, Inc.	2,306,600		107,095
Carnival Corp. unit	2,910,000		142,066
Domino's Pizza, Inc.	1,233,000		33,513
Gaylord Entertainment Co. (a)	876,032		40,771
Harrah's Entertainment, Inc.	211,735		15,738
OSI Restaurant Partners, Inc. (d)	2,167,920		72,127
Rare Hospitality International, Inc. (a)	759,900		23,944
Royal Caribbean Cruises Ltd.	3,330,520		134,886
WMS Industries, Inc. (a)	1,491,100		52,681
			696,018
Household Durables - 3.0%
Ethan Allen Interiors, Inc.	632,600		22,533
Jarden Corp. (a)(d)	1,595,300		57,399
La-Z-Boy, Inc. (d)	1,618,200		19,823
Leggett & Platt, Inc.	4,626,650		108,032
Matsushita Electric Industrial Co. Ltd.	1,119,000		23,275
Newell Rubbermaid, Inc.	2,220,200		63,897
Samson Holding Ltd.	1,540,000		752
Sealy Corp., Inc.	2,983,300		41,975
Sony Corp. sponsored ADR	371,600		15,228
The Stanley Works	2,476,000		117,981
Whirlpool Corp.	612,000		53,201
			524,096
Leisure Equipment & Products - 1.3%
Brunswick Corp. (d)	2,573,000		81,050
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Leisure Equipment & Products - continued
Eastman Kodak Co. (d)	5,190,900		$ 126,658
Polaris Industries, Inc. (d)	367,800		15,749
			223,457
Media - 4.0%
CBS Corp. Class B	557,987		16,148
Clear Channel Communications, Inc.	2,795,800		97,434
E.W. Scripps Co. Class A	1,216,500		60,168
Gannett Co., Inc.	2,136,000		126,323
Lamar Advertising Co. Class A (a)	591,900		34,141
Live Nation, Inc. (a)	850,962		18,091
Omnicom Group, Inc.	688,400		69,838
R.H. Donnelley Corp.	581,300		35,006
The New York Times Co. Class A (d)	2,499,200		60,406
The Reader's Digest Association, Inc. (non-vtg.)	3,535,971		50,847
Tribune Co. (d)	1,969,600		65,647
Viacom, Inc. Class B (non-vtg.) (a)	1,204,687		46,886
			680,935
Multiline Retail - 1.4%
Big Lots, Inc. (a)	4,374,360		92,212
Dollar General Corp.	1,409,100		19,770
Family Dollar Stores, Inc.	3,952,500		116,401
Sears Holdings Corp. (a)	102,100		17,813
			246,196
Specialty Retail - 3.1%
AnnTaylor Stores Corp. (a)	458,400		20,179
AutoNation, Inc. (a)	837,722		16,796
AutoZone, Inc. (a)	234,000		26,208
Best Buy Co., Inc.	438,700		24,238
Gap, Inc. (d)	5,600,500		117,723
Hot Topic, Inc. (a)	1,658,900		16,771
OfficeMax, Inc.	2,775,400		132,054
PETsMART, Inc.	2,205,000		63,460
RadioShack Corp.	995,400		17,758
Tiffany & Co., Inc.	2,634,800		94,115
			529,302
Textiles, Apparel & Luxury Goods - 0.9%
Brown Shoe Co., Inc.	326,500		12,720
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Textiles, Apparel & Luxury Goods - continued
Liz Claiborne, Inc.	2,995,500		$ 126,320
Warnaco Group, Inc. (a)	559,780		11,890
			150,930
TOTAL CONSUMER DISCRETIONARY			3,196,534
CONSUMER STAPLES - 5.5%
Beverages - 0.5%
Coca-Cola Enterprises, Inc.	937,244		18,773
Cott Corp. (a)	1,977,900		28,929
SABMiller PLC	2,268,500		43,877
			91,579
Food & Staples Retailing - 2.1%
Kroger Co.	2,338,300		52,588
Rite Aid Corp.	2,961,318		13,859
Safeway, Inc.	6,926,556		203,364
Sysco Corp.	2,368,300		82,843
			352,654
Food Products - 0.6%
Corn Products International, Inc.	1,365,000		49,399
McCormick & Co., Inc. (non-vtg.)	240,100		8,980
TreeHouse Foods, Inc. (a)	592,179		15,018
Tyson Foods, Inc. Class A	1,940,400		28,039
			101,436
Household Products - 0.6%
Colgate-Palmolive Co.	1,633,400		104,489
Personal Products - 1.1%
Avon Products, Inc.	5,864,000		178,324
Herbalife Ltd. (a)	265,200		9,706
Playtex Products, Inc. (a)	435,700		6,074
			194,104
Tobacco - 0.6%
Altria Group, Inc.	1,190,600		96,831
TOTAL CONSUMER STAPLES			941,093
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - 7.0%
Energy Equipment & Services - 5.3%
Baker Hughes, Inc.	927,060		$ 64,013
Cameron International Corp. (a)	1,780,800		89,218
ENSCO International, Inc.	1,015,000		49,705
FMC Technologies, Inc. (a)	1,806,100		109,179
GlobalSantaFe Corp.	927,820		48,154
Halliburton Co.	2,512,600		81,283
National Oilwell Varco, Inc. (a)	2,498,970		150,938
Noble Corp.	709,800		49,757
Pride International, Inc. (a)	790,600		21,828
Smith International, Inc.	3,053,700		120,560
Transocean, Inc. (a)	820,900		59,548
Weatherford International Ltd. (a)	1,462,548		60,081
			904,264
Oil, Gas & Consumable Fuels - 1.7%
Alpha Natural Resources, Inc. (a)	306,000		4,868
Arch Coal, Inc.	1,245,900		43,146
Cabot Oil & Gas Corp.	715,500		37,857
El Paso Corp.	2,663,200		36,486
EOG Resources, Inc.	655,000		43,577
EXCO Resources, Inc.	1,201,700		17,401
Foundation Coal Holdings, Inc.	1,368,500		50,238
Noble Energy, Inc.	531,000		25,823
Ultra Petroleum Corp. (a)	612,655		32,697
			292,093
TOTAL ENERGY			1,196,357
FINANCIALS - 14.0%
Capital Markets - 1.4%
Ameriprise Financial, Inc.	225,700		11,624
Janus Capital Group, Inc. (d)	1,577,100		31,668
Merrill Lynch & Co., Inc.	1,322,100		115,578
State Street Corp.	617,900		39,688
TD Ameritrade Holding Corp.	1,998,750		32,919
			231,477
Commercial Banks - 1.3%
Boston Private Financial Holdings, Inc.	816,289		22,562
National Australia Bank Ltd.	554,140		16,314
Popular, Inc.	491,500		8,940
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
UCBH Holdings, Inc.	1,647,400		$ 28,236
UnionBanCal Corp.	205,328		11,823
Wachovia Corp.	1,918,867		106,497
Zions Bancorp	275,500		22,150
			216,522
Consumer Finance - 0.5%
Capital One Financial Corp.	1,112,000		88,215
Diversified Financial Services - 0.6%
Bank of America Corp.	905,460		48,777
FirstRand Ltd.	3,076,200		8,047
JPMorgan Chase & Co.	1,089,500		51,686
			108,510
Insurance - 3.9%
AFLAC, Inc.	2,008,620		90,227
AMBAC Financial Group, Inc.	1,221,500		101,983
Genworth Financial, Inc. Class A (non-vtg.)	804,400		26,899
Marsh & McLennan Companies, Inc.	2,070,900		60,967
MBIA, Inc.	1,755,400		108,870
MetLife, Inc.	655,390		37,442
Montpelier Re Holdings Ltd.	435,400		7,728
Prudential Financial, Inc.	708,400		54,497
Reinsurance Group of America, Inc.	356,400		20,101
Scottish Re Group Ltd.	1,138,760		13,016
The St. Paul Travelers Companies, Inc.	1,710,820		87,474
Willis Group Holdings Ltd.	1,577,500		59,992
			669,196
Real Estate Investment Trusts - 4.2%
Alexandria Real Estate Equities, Inc.	425,800		42,452
American Financial Realty Trust (SBI)	1,946,500		22,716
Annaly Capital Management, Inc.	1,006,500		13,205
Brandywine Realty Trust (SBI)	702,800		23,445
Developers Diversified Realty Corp.	948,700		57,776
Digital Realty Trust, Inc.	397,400		13,269
Duke Realty Corp.	951,300		38,109
Education Realty Trust, Inc.	1,052,400		16,281
Equity Office Properties Trust	1,081,100		45,947
Equity Residential (SBI)	1,237,900		67,602
General Growth Properties, Inc.	1,644,450		85,347
GMH Communities Trust	980,700		13,700
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Kimco Realty Corp.	1,371,600		$ 60,940
Pennsylvania (REIT) (SBI)	1,000,600		43,126
Public Storage, Inc.	520,734		46,715
United Dominion Realty Trust, Inc. (SBI)	1,953,200		63,225
Vornado Realty Trust	529,100		63,095
			716,950
Thrifts & Mortgage Finance - 2.1%
Countrywide Financial Corp.	1,791,849		68,305
Fannie Mae	2,730,900		161,833
Freddie Mac	1,558,800		107,542
Hudson City Bancorp, Inc.	1,842,300		25,295
			362,975
TOTAL FINANCIALS			2,393,845
HEALTH CARE - 12.4%
Biotechnology - 0.7%
Cephalon, Inc. (a)(d)	1,031,900		72,419
MedImmune, Inc. (a)	741,600		23,761
Myogen, Inc. (a)	308,600		16,140
			112,320
Health Care Equipment & Supplies - 3.1%
Baxter International, Inc.	7,423,482		341,261
Becton, Dickinson & Co.	1,262,560		88,417
Boston Scientific Corp. (a)	484,600		7,710
CONMED Corp. (a)	1,259,867		27,956
Dade Behring Holdings, Inc.	604,168		22,010
Wright Medical Group, Inc. (a)	1,505,200		37,193
			524,547
Health Care Providers & Services - 5.9%
AmerisourceBergen Corp.	964,180		45,509
Brookdale Senior Living, Inc.	734,500		35,344
Chemed Corp.	878,050		31,162
Community Health Systems, Inc. (a)	3,218,000		104,424
HCA, Inc.	1,872,940		94,621
Health Net, Inc. (a)	1,680,900		69,774
Laboratory Corp. of America Holdings (a)	530,300		36,320
McKesson Corp.	2,342,300		117,326
Medco Health Solutions, Inc. (a)	1,365,400		73,049
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Omnicare, Inc.	1,362,900		$ 51,627
Quest Diagnostics, Inc.	2,596,820		129,166
Triad Hospitals, Inc. (a)	1,086,750		40,242
United Surgical Partners International, Inc. (a)	2,225,223		55,230
UnitedHealth Group, Inc.	255,000		12,439
Universal Health Services, Inc. Class B	2,306,880		122,149
			1,018,382
Life Sciences Tools & Services - 1.4%
Charles River Laboratories International, Inc. (a)	2,145,900		92,102
Fisher Scientific International, Inc. (a)	749,832		64,201
Varian, Inc. (a)	1,045,315		49,015
Waters Corp. (a)	871,700		43,411
			248,729
Pharmaceuticals - 1.3%
Schering-Plough Corp.	6,610,250		146,351
Teva Pharmaceutical Industries Ltd. sponsored ADR	2,153,000		70,984
			217,335
TOTAL HEALTH CARE			2,121,313
INDUSTRIALS - 8.1%
Aerospace & Defense - 0.3%
Honeywell International, Inc.	1,064,100		44,820
Airlines - 0.7%
Ryanair Holdings PLC sponsored ADR (a)(d)	902,400		60,298
Southwest Airlines Co.	1,814,000		27,264
TAM SA (PN) sponsored ADR (ltd. vtg.)	1,050,600		32,096
			119,658
Building Products - 1.1%
American Standard Companies, Inc.	839,800		37,195
Goodman Global, Inc.	815,900		13,112
Masco Corp.	4,987,500		137,904
			188,211
Commercial Services & Supplies - 1.1%
Allied Waste Industries, Inc.	2,241,408		27,233
Clean Harbors, Inc. (a)	336,500		14,399
Navigant Consulting, Inc. (a)	1,681,400		29,946
Pike Electric Corp. (a)	885,300		16,334
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
Steelcase, Inc. Class A	574,900		$ 9,526
The Brink's Co.	1,784,400		93,663
			191,101
Construction & Engineering - 0.5%
Fluor Corp.	1,221,262		95,784
Industrial Conglomerates - 1.3%
Tyco International Ltd.	7,441,070		218,991
Machinery - 1.5%
Albany International Corp. Class A	538,339		18,094
Briggs & Stratton Corp.	2,183,600		55,660
Deere & Co.	1,156,900		98,487
Mueller Water Products, Inc. Class A (d)	642,100		10,254
SPX Corp.	920,430		52,943
Wabash National Corp.	1,355,987		19,024
			254,462
Road & Rail - 1.4%
Canadian National Railway Co.	912,100		43,466
Con-way, Inc.	1,492,600		70,406
CSX Corp.	224,500		8,008
Laidlaw International, Inc. (e)	4,311,300		125,071
			246,951
Transportation Infrastructure - 0.2%
Macquarie Infrastructure Co. Trust	1,076,795		32,121
TOTAL INDUSTRIALS			1,392,099
INFORMATION TECHNOLOGY - 19.5%
Communications Equipment - 1.3%
Alcatel SA sponsored ADR (d)	3,104,400		39,426
Dycom Industries, Inc. (a)(e)	3,906,100		91,051
Lucent Technologies, Inc. (a)	6,282,100		15,266
Motorola, Inc.	1,963,600		45,281
Nortel Networks Corp. (a)	12,230,100		27,273
			218,297
Computers & Peripherals - 3.5%
Brocade Communications Systems, Inc. (a)	919,200		7,455
Diebold, Inc.	1,684,300		73,570
EMC Corp. (a)	2,450,800		30,022
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Imation Corp.	831,526		$ 38,059
Intermec, Inc. (a)	1,912,300		43,218
Komag, Inc. (a)	408,100		15,610
NCR Corp. (a)	3,056,700		126,914
Seagate Technology	6,365,531		143,734
Sun Microsystems, Inc. (a)	5,007,400		27,190
Western Digital Corp. (a)	5,112,380		93,454
			599,226
Electronic Equipment & Instruments - 5.9%
Agilent Technologies, Inc. (a)	4,945,300		176,053
Arrow Electronics, Inc. (a)	2,982,200		89,019
Avnet, Inc. (a)	4,350,935		103,030
CDW Corp.	981,300		64,442
Celestica, Inc. (sub. vtg.) (a)(e)	10,562,500		103,682
Flextronics International Ltd. (a)	14,365,600		166,641
Ingram Micro, Inc. Class A (a)	2,418,300		49,841
Mettler-Toledo International, Inc. (a)	391,075		26,847
Solectron Corp. (a)	8,456,600		28,245
Symbol Technologies, Inc. (e)	13,318,100		198,839
			1,006,639
Internet Software & Services - 0.3%
Open Text Corp. (a)	489,900		8,906
Yahoo!, Inc. (a)	1,989,900		52,414
			61,320
IT Services - 1.8%
Ceridian Corp. (a)(e)	7,021,960		165,508
Hewitt Associates, Inc. Class A (a)(e)	3,722,000		93,162
Satyam Computer Services Ltd. sponsored ADR	2,220,000		49,084
			307,754
Office Electronics - 1.5%
Xerox Corp. (a)	15,141,910		257,412
Semiconductors & Semiconductor Equipment - 3.7%
AMIS Holdings, Inc. (a)	2,325,108		22,298
Amkor Technology, Inc. (a)	1,209,000		8,354
Applied Materials, Inc.	5,182,300		90,120
ASML Holding NV (NY Shares) (a)	4,597,500		105,007
DSP Group, Inc. (a)	484,431		10,522
Fairchild Semiconductor International, Inc. (a)(e)	6,205,010		99,963
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Integrated Device Technology, Inc. (a)	1,634,000		$ 25,899
Intersil Corp. Class A	1,593,200		37,361
Maxim Integrated Products, Inc.	1,624,200		48,742
MKS Instruments, Inc. (a)	1,698,970		36,783
National Semiconductor Corp.	5,073,900		123,245
Spansion, Inc. Class A	1,413,300		20,154
			628,448
Software - 1.5%
Fair, Isaac & Co., Inc.	1,193,821		43,730
Hyperion Solutions Corp. (a)	1,103,322		41,264
Parametric Technology Corp. (a)	918,000		17,938
Quest Software, Inc. (a)	816,700		12,030
Symantec Corp. (a)	4,268,655		84,690
Take-Two Interactive Software, Inc. (a)	1,900,375		26,586
THQ, Inc. (a)	1,221,280		36,724
			262,962
TOTAL INFORMATION TECHNOLOGY			3,342,058
MATERIALS - 3.7%
Chemicals - 1.7%
Arkema sponsored ADR (a)	203,900		9,869
Ashland, Inc.	731,720		43,245
Celanese Corp. Class A	2,471,495		50,938
Chemtura Corp.	8,503,931		72,964
Cytec Industries, Inc.	1,776,900		98,422
Georgia Gulf Corp.	421,700		9,020
OMNOVA Solutions, Inc. (a)	747,170		3,273
			287,731
Containers & Packaging - 0.8%
Owens-Illinois, Inc. (e)	8,790,000		145,914
Metals & Mining - 1.2%
Alcan, Inc.	1,409,960		66,149
Alcoa, Inc.	2,410,240		69,680
Newmont Mining Corp.	681,300		30,842
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Oregon Steel Mills, Inc. (a)	418,143		$ 22,747
Titanium Metals Corp. (a)	550,700		16,235
			205,653
TOTAL MATERIALS			639,298
TELECOMMUNICATION SERVICES - 3.4%
Diversified Telecommunication Services - 2.3%
Alaska Communication Systems Group, Inc. (e)	2,170,546		31,234
AT&T, Inc.	2,737,000		93,742
BellSouth Corp.	2,219,200		100,086
Citizens Communications Co.	3,278,300		48,060
Iowa Telecommunication Services, Inc.	779,076		15,535
NTELOS Holding Corp.	1,335,300		18,734
Verizon Communications, Inc.	2,086,200		77,189
Windstream Corp.	1,393,526		19,119
			403,699
Wireless Telecommunication Services - 1.1%
ALLTEL Corp.	1,347,800		71,851
Dobson Communications Corp. Class A	4,553,100		35,332
MTN Group Ltd.	568,500		5,171
Philippine Long Distance Telephone Co. sponsored ADR (d)	253,200		12,055
Sprint Nextel Corp.	3,171,300		59,272
			183,681
TOTAL TELECOMMUNICATION SERVICES			587,380
UTILITIES - 4.4%
Electric Utilities - 2.4%
Allegheny Energy, Inc. (a)	1,356,500		58,370
Edison International	2,055,280		91,337
Entergy Corp.	848,060		72,789
Exelon Corp.	952,100		59,011
FPL Group, Inc.	1,261,600		64,342
PPL Corp.	2,016,000		69,592
			415,441
Gas Utilities - 0.1%
Equitable Resources, Inc.	346,799		14,052
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - 1.3%
AES Corp. (a)	2,502,500		$ 55,030
Constellation Energy Group, Inc.	460,100		28,710
NRG Energy, Inc.	1,369,700		65,951
TXU Corp.	1,175,800		74,228
			223,919
Multi-Utilities - 0.6%
CMS Energy Corp. (a)	2,119,700		31,562
Dominion Resources, Inc.	367,101		29,732
Public Service Enterprise Group, Inc.	634,900		38,761
			100,055
TOTAL UTILITIES			753,467
TOTAL COMMON STOCKS (Cost $13,831,005)		16,563,444
Preferred Stocks - 0.2%

Convertible Preferred Stocks - 0.1%
MATERIALS - 0.1%
Containers & Packaging - 0.1%
Owens-Illinois, Inc. 4.75%	681,200		23,917
Nonconvertible Preferred Stocks - 0.1%
FINANCIALS - 0.1%
Thrifts & Mortgage Finance - 0.1%
Fannie Mae 7.00%	209,400		11,203
TOTAL PREFERRED STOCKS (Cost $42,039)		35,120

Nonconvertible Bonds - 0.1%
	Principal Amount (000s)
CONSUMER DISCRETIONARY - 0.0%
Leisure Equipment & Products - 0.0%
K2, Inc. 7.375% 7/1/14	$ 80		79
Nonconvertible Bonds - continued
	Principal Amount (000s)		Value (Note 1) (000s)
HEALTH CARE - 0.1%
Health Care Providers & Services - 0.1%
Tenet Healthcare Corp. 6.375% 12/1/11	$ 15,515		$ 13,925
INFORMATION TECHNOLOGY - 0.0%
Electronic Equipment & Instruments - 0.0%
Celestica, Inc. 7.875% 7/1/11	10,040		10,115
TOTAL NONCONVERTIBLE BONDS (Cost $24,147)		24,119

Money Market Funds - 4.0%
	Shares
Fidelity Cash Central Fund, 5.34% (b)	490,345,660		490,346
Fidelity Securities Lending Cash Central Fund, 5.35% (b)(c)	199,536,500		199,537
TOTAL MONEY MARKET FUNDS (Cost $689,883)		689,883
TOTAL INVESTMENT PORTFOLIO - 100.9% (Cost $14,587,074)			17,312,566
NET OTHER ASSETS - (0.9)%			(159,660)
NET ASSETS - 100%		$ 17,152,906

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	$ 34,286
Fidelity Securities Lending Cash Central Fund	946
Total	$ 35,232

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Alaska Communication Systems Group, Inc.	$ 7,897	$ 27,825	$ 16,823	$ 997	$ 31,234
Albany International Corp. Class A	61,599	-	40,695	305	-
Celestica, Inc. (sub. vtg.)	79,190	21,819	-	-	103,682
Ceridian Corp.	153,851	-	-	-	165,508
Dycom Industries, Inc.	77,183	665	-	-	91,051
Fairchild Semiconductor International, Inc.	43,813	55,507	-	-	99,963
Hewitt Associates, Inc. Class A	15,064	83,686	-	-	93,162
Iowa Telecommunication Services, Inc.	35,230	-	26,737	3,224	-
Laidlaw International, Inc.	59,158	38,257	-	2,372	125,071
NTELOS Holding Corp.	-	16,919	-	-	-
OMNOVA Solutions, Inc.	10,916	-	10,116	-	-
Owens-Illinois, Inc.	81,316	79,482	-	-	145,914
Pier 1 Imports, Inc.	49,754	2,963	34,748	1,193	-
Spartech Corp.	33,522	-	41,527	301	-
Sports Authority, Inc.	44,332	-	59,317	-	-
Symbol Technologies, Inc.	67,325	66,802	13,788	115	198,839
THQ, Inc.	97,923	-	77,421	-	-
Varian, Inc.	74,827	4,558	50,595	-	-
Total	$ 992,900	$ 398,483	$ 371,767	$ 8,507	$ 1,054,424

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	October 31, 2006

Assets
Investment in securities, at value (including securities loaned of $197,182) - See accompanying schedule: Unaffiliated issuers (cost $12,924,906)	$ 15,568,259
Fidelity Central Funds (cost $689,883)	689,883
Other affiliated issuers (cost $972,285)	1,054,424
Total Investments (cost $14,587,074)		$ 17,312,566
Receivable for investments sold		89,628
Receivable for fund shares sold		25,565
Dividends receivable		9,705
Interest receivable		2,765
Other receivables		363
Total assets		17,440,592

Liabilities
Payable for investments purchased	$ 64,107
Payable for fund shares redeemed	13,704
Accrued management fee	6,470
Other affiliated payables	3,020
Other payables and accrued expenses	848
Collateral on securities loaned, at value	199,537
Total liabilities		287,686

Net Assets		$ 17,152,906
Net Assets consist of:
Paid in capital		$ 12,901,571
Undistributed net investment income		106,637
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		1,419,208
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,725,490
Net Assets, for 204,646 shares outstanding		$ 17,152,906
Net Asset Value, offering price and redemption price per share ($17,152,906 ÷ 204,646 shares)		$ 83.82

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

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Year ended October 31, 2006

Investment Income
Dividends (including $8,507 received from other affiliated issuers)		$ 185,258
Interest		2,076
Income from Fidelity Central Funds		35,232
Total income		222,566

Expenses
Management fee Basic fee	$ 88,123
Performance adjustment	(16,055)
Transfer agent fees	29,705
Accounting and security lending fees	1,485
Custodian fees and expenses	294
Independent trustees' compensation	60
Appreciation in deferred trustee compensation account	10
Registration fees	448
Audit	137
Legal	217
Miscellaneous	626
Total expenses before reductions	105,050
Expense reductions	(1,532)	103,518
Net investment income (loss)		119,048
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	1,410,755
Other affiliated issuers	11,898
Foreign currency transactions	(171)
Total net realized gain (loss)		1,422,482
Change in net unrealized appreciation (depreciation) on: Investment securities	1,015,864
Assets and liabilities in foreign currencies	13
Total change in net unrealized appreciation (depreciation)		1,015,877
Net gain (loss)		2,438,359
Net increase (decrease) in net assets resulting from operations		$ 2,557,407

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

Annual Report

Statement of Changes in Net Assets

Amounts in thousands	Year ended October 31, 2006	Year ended October 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 119,048	$ 66,115
Net realized gain (loss)	1,422,482	985,829
Change in net unrealized appreciation (depreciation)	1,015,877	467,396
Net increase (decrease) in net assets resulting from operations	2,557,407	1,519,340
Distributions to shareholders from net investment income	(74,656)	(21,476)
Distributions to shareholders from net realized gain	(892,814)	(497,964)
Total distributions	(967,470)	(519,440)
Share transactions Proceeds from sales of shares	4,909,502	4,888,658
Reinvestment of distributions	938,674	502,873
Cost of shares redeemed	(3,325,363)	(2,253,711)
Net increase (decrease) in net assets resulting from share transactions	2,522,813	3,137,820
Total increase (decrease) in net assets	4,112,750	4,137,720

Net Assets
Beginning of period	13,040,156	8,902,436
End of period (including undistributed net investment income of $106,637 and undistributed net investment income of $63,523, respectively)	$ 17,152,906	$ 13,040,156
Other Information Shares
Sold	61,904	66,494
Issued in reinvestment of distributions	12,395	7,187
Redeemed	(42,118)	(30,784)
Net increase (decrease)	32,181	42,897

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

Annual Report

Financial Highlights

Years ended October 31,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 75.61	$ 68.71	$ 57.91	$ 44.71	$ 46.64
Income from Investment Operations
Net investment income (loss)^B	.61	.43	.24	.33	.52
Net realized and unrealized gain (loss)	13.17	10.34	10.84	13.23	(1.94)
Total from investment operations	13.78	10.77	11.08	13.56	(1.42)
Distributions from net investment income	(.43)	(.16)	(.23)	(.36)	(.51)
Distributions from net realized gain	(5.14)	(3.71)	(.05)	-	-
Total distributions	(5.57)	(3.87)	(.28)	(.36)	(.51)
Net asset value, end of period	$ 83.82	$ 75.61	$ 68.71	$ 57.91	$ 44.71
Total Return^A	19.01%	16.13%	19.21%	30.52%	(3.18)%
Ratios to Average Net Assets^{C, E}
Expenses before reductions	.67%	.73%	.95%	1.00%	.97%
Expenses net of fee waivers, if any	.67%	.73%	.95%	1.00%	.97%
Expenses net of all reductions	.66%	.72%	.93%	.98%	.95%
Net investment income (loss)	.76%	.58%	.37%	.66%	1.02%
Supplemental Data
Net assets, end of period (in millions)	$ 17,153	$ 13,040	$ 8,902	$ 6,328	$ 4,984
Portfolio turnover rate^D	36%	29%	40%	40%	42%

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

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

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

^E 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.

Annual Report

Notes to Financial Statements

For the period ended October 31, 2006

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Value Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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 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.

Annual Report

1. Significant Accounting Policies - continued

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

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 3,267,618
Unrealized depreciation	(539,412)
Net unrealized appreciation (depreciation)	2,728,206
Undistributed ordinary income	92,123
Undistributed long-term capital gain	1,259,247

Cost for federal income tax purposes	$ 14,584,360

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	October 31, 2006	October 31, 2005
Ordinary Income	$ 118,081	$ 89,930
Long-term Capital Gains	849,389	429,510
Total	$ 967,470	$ 519,440

2. Operating Policies.

Annual Report

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $7,196,072 and $5,407,329, respectively.

4. Fees and Other Transactions with Affiliates.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Investments in Fidelity Central Funds - continued

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.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $42 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

6. Security Lending.

Annual Report

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the Fund provided services to the Fund in addition to trade execution. These services included payments of certain expenses on behalf of the Fund totaling $969 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 $33 and $530, respectively.

8. Other.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Value Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Value Fund (a fund of Fidelity Capital Trust) at October 31, 2006, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Value Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2006

Annual Report

Trustees and Officers

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Stephen P. Jonas (53)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Value Fund (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005-present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
James H. Keyes (66)
	Year of Election or Appointment: 2006 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Value Fund. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Bruce T. Herring (41)
	Year of Election or Appointment: 2006 Vice President of Value Fund. Mr. Herring also serves as Vice President of certain Equity Funds (2006-present). Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Richard B. Fentin (51)
	Year of Election or Appointment: 1996 Vice President of Value Fund. Mr. Fentin serves as Vice President of other funds advised by FMR. Prior to his current responsibilities, Mr. Fentin worked as a research analyst, portfolio assistant and manager. Mr. Fentin also serves as Senior Vice President of FMR and FMR Co., Inc. (2001).
Eric D. Roiter (57)
	Year of Election or Appointment: 1998 Secretary of Value Fund. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Value Fund. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (48)
	Year of Election or Appointment: 2004 President and Treasurer of Value Fund. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Value Fund. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Value Fund. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Value Fund. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Value Fund. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2004 Deputy Treasurer of Value Fund. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Value Fund. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Value Fund. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1986 Assistant Treasurer of Value Fund. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Value Fund. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Value Fund. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Value Fund. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Value Fund. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

The Board of Trustees of Fidelity Value Fund voted to pay on December 4, 2006, to shareholders of record at the opening of business on December 01, 2006, a distribution of $6.09 per share derived from capital gains realized from sales of portfolio securities and a dividend of $.56 per share from net investment income.

The fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2006 $1,283,829,757, or, if subsequently determined to be different, the net capital gain of such year.

The fund designates 29% of the dividends distributed during the fiscal year as qualifying for the dividends-received deduction for corporate shareholders.

The fund designates 98% of the dividends distributed during the fiscal year as an amount which may be taken into account as a dividend for the purposes of the maximum rate under section 1(h)(11) of the Internal Revenue Code.

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees. ^A
Dennis J. Dirks
Affirmative	18,984,087,768.24	96.277
Withheld	734,128,039.90	3.723
TOTAL	19,718,215,808.14	100.000
Albert R. Gamper, Jr.
Affirmative	18,972,066,364.22	96.216
Withheld	746,149,443.92	3.784
TOTAL	19,718,215,808.14	100.000
Robert M. Gates
Affirmative	18,939,072,824.91	96.049
Withheld	779,142,983.23	3.951
TOTAL	19,718,215,808.14	100.000
George H. Heilmeier
Affirmative	18,924,535,963.81	95.975
Withheld	793,679,844.33	4.025
TOTAL	19,718,215,808.14	100.000
Edward C. Johnson 3d
Affirmative	18,871,094,149.22	95.704
Withheld	847,121,658.92	4.296
TOTAL	19,718,215,808.14	100.000
Stephen P. Jonas
Affirmative	18,962,549,074.38	96.168
Withheld	755,666,733.76	3.832
TOTAL	19,718,215,808.14	100.000
James H. Keyes^B
Affirmative	18,951,323,897.48	96.111
Withheld	766,891,910.66	3.889
TOTAL	19,718,215,808.14	100.000
	# of Votes	% of Votes
Marie L. Knowles
Affirmative	18,948,733,631.68	96.098
Withheld	769,482,176.46	3.902
TOTAL	19,718,215,808.14	100.000
Ned C. Lautenbach
Affirmative	18,955,192,662.21	96.130
Withheld	763,023,145.93	3.870
TOTAL	19,718,215,808.14	100.000
William O. McCoy
Affirmative	18,901,077,394.54	95.856
Withheld	817,138,413.60	4.144
TOTAL	19,718,215,808.14	100.000
Robert L. Reynolds
Affirmative	18,956,972,615.07	96.139
Withheld	761,243,193.07	3.861
TOTAL	19,718,215,808.14	100.000
Cornelia M. Small
Affirmative	18,967,158,466.26	96.191
Withheld	751,057,341.88	3.809
TOTAL	19,718,215,808.14	100.000
William S. Stavropoulos
Affirmative	18,918,672,661.66	95.945
Withheld	799,543,146.48	4.055
TOTAL	19,718,215,808.14	100.000
Kenneth L. Wolfe
Affirmative	18,959,278,859.57	96.151
Withheld	758,936,948.57	3.849
TOTAL	19,718,215,808.14	100.000
^A Denotes trust-wide proposal and voting results. ^B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Value Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Investment Performance and Compliance. The Board considered whether the fund has operated within its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance, as well as the fund's relative investment performance measured against (i) a broad-based securities market index, and (ii) a peer group of mutual funds over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2005, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark"), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the Lipper peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the Lipper peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Value Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for all the periods shown. The Board noted that FMR does not consider that Lipper peer group to be a meaningful comparison for the fund, however, because the peer group includes funds with different investment mandates (some broader, some narrower) than the fund. For example, the peer group includes funds that are not limited to a particular investment style, funds that focus on growth-oriented stocks, and funds that (like the fund) focus their investments on value-oriented securities. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for the one- and five-year periods, although the fund's three-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's relative investment performance against a peer group defined by Morningstar.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Value Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board also noted the effect of the fund's negative performance adjustment on the fund's management fee ranking. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

Furthermore, the Board considered that shareholders approved a prospective change in the index used to calculate the fund's performance adjustment, beginning December 1, 2002. The Board also considered that, because the performance adjustment is based on a rolling 36-month measurement period, during a transition period the fund's performance is compared to a blended index return that reflects the performance of the former index for the portion of the measurement period prior to December 1, 2002 and the performance of the current index for the remainder of the measurement period. The Board noted that the fund's performance adjustments for 2002 through 2005 shown in the chart above reflect the effect of using the blended index return to calculate the fund's performance adjustment.

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

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

Annual Report

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Annual 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
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

Mellon Bank, N.A.
Pittsburgh, PA

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

VAL-UANN-1206
1.784783.103

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

Fidelity^®

Focused Stock

Fund

Annual Report

October 31, 2006

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Performance	<Click Here>	How the fund has done over time.
Management's Discussion	<Click Here>	The manager's review of fund performance, strategy and outlook
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Trustees and Officers	<Click Here>
Distributions	<Click Here>
Proxy Voting Results	<Click Here>
Board Approval of Investment Advisory Contracts and Management Fees	<Click Here>

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

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

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

Annual Report

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average Annual Total Returns

Periods ended October 31, 2006	Past 1 year	Past 5 years	Life of fund^A
Fidelity® Focused Stock Fund	8.72%	3.35%	5.23%

^AFrom November 12, 1996.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Focused Stock Fund on November 12, 1996, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Standard & Poor's 500^SM Index performed over the same period.

Annual Report

Management's Discussion of Fund Performance

Comments from Robert Haber, Portfolio Manager of Fidelity® Focused Stock Fund

Fidelity Focused Stock Fund was up 8.72% for the 12-month period ending October 31, 2006, significantly behind the return for the S&P 500®. The fund's strategy of holding smaller-cap stocks helped performance during the first half of the period, but hurt it in the second half when the market began favoring larger-cap stocks. Poor stock selection - notably in antivirus software and services company McAfee and Endo Pharmaceuticals - also tempered performance. The fund was further hurt by staying with some previously strong performing companies for too long, specifically health care holdings Aetna and UnitedHealth Group. Another drag on performance came from oil refiner Valero in the energy sector, along with weak results in the banking group and a lack of exposure to brokerage stocks, which fared well. Poor stock selection in the consumer staples sector also detracted. Conversely, good stock picking in capital goods, retailing and materials benefited the fund. In terms of individual contributors, technology hardware and equipment company Hewlett-Packard, construction equipment maker Terex, retailer JCPenney and telecommunications company Qwest Communications all did well. The fund did not hold some of the stocks mentioned above at period end.

Annual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2006 to October 31, 2006).

Actual Expenses

Hypothetical Example for Comparison Purposes

	Beginning Account Value May 1, 2006	Ending Account Value October 31, 2006	Expenses Paid During Period* May 1, 2006 to October 31, 2006
Actual	$ 1,000.00	$ 988.80	$ 5.01
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.16	$ 5.09

* Expenses are equal to the Fund's annualized expense ratio of 1.00%; multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Ten Stocks as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Hewlett-Packard Co.	4.9	4.9
ACE Ltd.	4.3	0.8
McKesson Corp.	4.2	0.0
W.R. Berkley Corp.	4.2	2.9
TXU Corp.	4.2	3.7
Tesoro Corp.	4.1	3.9
Terex Corp.	3.9	0.0
Loews Corp. - Carolina Group	3.9	0.0
Archer-Daniels-Midland Co.	3.8	0.0
Radian Group, Inc.	3.7	4.1
	41.2
Top Five Market Sectors as of October 31, 2006
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	22.0	21.1
Health Care	14.8	8.6
Information Technology	10.9	18.6
Industrials	10.6	10.9
Consumer Staples	10.3	9.2

Asset Allocation (% of fund's net assets)
As of October 31, 2006 *			As of April 30, 2006 **
	Stocks 95.0%			Stocks 98.6%
	Short-Term Investments and Net Other Assets 5.0%			Short-Term Investments and Net Other Assets 1.4%
* Foreign investments		4.3%	** Foreign investments		1.7%

Annual Report

Investments October 31, 2006

Showing Percentage of Net Assets

Common Stocks - 95.0%
	Shares		Value (Note 1)
CONSUMER DISCRETIONARY - 7.4%
Multiline Retail - 0.6%
Family Dollar Stores, Inc.	18,800		$ 553,660
Specialty Retail - 5.3%
OfficeMax, Inc.	59,300		2,821,494
The Men's Wearhouse, Inc.	48,100		1,916,785
			4,738,279
Textiles, Apparel & Luxury Goods - 1.5%
Brown Shoe Co., Inc.	9,400		366,224
Skechers U.S.A., Inc. Class A (sub. vtg.) (a)	5,100		152,439
Wolverine World Wide, Inc.	28,100		796,916
			1,315,579
TOTAL CONSUMER DISCRETIONARY			6,607,518
CONSUMER STAPLES - 10.3%
Food & Staples Retailing - 2.6%
Kroger Co.	102,200		2,298,478
Food Products - 3.8%
Archer-Daniels-Midland Co.	88,400		3,403,400
Tobacco - 3.9%
Loews Corp. - Carolina Group	60,400		3,492,328
TOTAL CONSUMER STAPLES			9,194,206
ENERGY - 9.7%
Oil, Gas & Consumable Fuels - 9.7%
Exxon Mobil Corp.	17,900		1,278,418
Frontier Oil Corp.	103,900		3,054,660
Holly Corp.	12,500		594,500
Tesoro Corp.	57,090		3,650,335
			8,577,913
FINANCIALS - 22.0%
Capital Markets - 0.5%
Morgan Stanley	6,000		458,580
Diversified Financial Services - 2.7%
JPMorgan Chase & Co.	51,500		2,443,160
Insurance - 14.0%
ACE Ltd.	66,500		3,807,125
AMBAC Financial Group, Inc.	6,900		576,081
Assurant, Inc.	6,300		331,758
Common Stocks - continued
	Shares		Value (Note 1)
FINANCIALS - continued
Insurance - continued
Delphi Financial Group, Inc. Class A	35,200		$ 1,381,600
Reinsurance Group of America, Inc.	10,900		614,760
The Chubb Corp.	27,600		1,466,940
Tower Group, Inc.	15,300		540,855
W.R. Berkley Corp.	100,100		3,689,686
			12,408,805
Real Estate Management & Development - 1.1%
Jones Lang LaSalle, Inc.	10,700		984,400
Thrifts & Mortgage Finance - 3.7%
Radian Group, Inc.	61,100		3,256,630
TOTAL FINANCIALS			19,551,575
HEALTH CARE - 14.8%
Biotechnology - 2.5%
Gilead Sciences, Inc. (a)	32,200		2,218,580
Health Care Equipment & Supplies - 2.2%
Immucor, Inc. (a)	55,600		1,530,668
Mentor Corp.	10,100		472,680
			2,003,348
Health Care Providers & Services - 6.5%
Humana, Inc. (a)	34,400		2,064,000
McKesson Corp.	73,700		3,691,633
			5,755,633
Pharmaceuticals - 3.6%
Endo Pharmaceuticals Holdings, Inc. (a)	112,400		3,207,896
TOTAL HEALTH CARE			13,185,457
INDUSTRIALS - 10.6%
Aerospace & Defense - 3.4%
Orbital Sciences Corp. (a)	12,900		234,264
Raytheon Co.	54,700		2,732,265
			2,966,529
Industrial Conglomerates - 1.1%
General Electric Co.	27,500		965,525
Machinery - 6.1%
AGCO Corp. (a)	47,800		1,278,650
Deere & Co.	4,900		417,137
Common Stocks - continued
	Shares		Value (Note 1)
INDUSTRIALS - continued
Machinery - continued
Terex Corp. (a)	67,800		$ 3,509,328
Valmont Industries, Inc.	4,300		239,940
			5,445,055
TOTAL INDUSTRIALS			9,377,109
INFORMATION TECHNOLOGY - 10.9%
Communications Equipment - 1.7%
Arris Group, Inc. (a)	33,200		444,880
Motorola, Inc.	31,100		717,166
Polycom, Inc. (a)	14,100		386,340
			1,548,386
Computers & Peripherals - 4.9%
Hewlett-Packard Co.	112,400		4,354,376
Internet Software & Services - 2.1%
Digital River, Inc. (a)	4,300		248,755
RealNetworks, Inc. (a)	149,400		1,640,412
			1,889,167
Semiconductors & Semiconductor Equipment - 2.2%
Atmel Corp. (a)	333,400		1,917,050
TOTAL INFORMATION TECHNOLOGY			9,708,979
MATERIALS - 2.4%
Chemicals - 0.4%
Monsanto Co.	8,800		389,136
Metals & Mining - 2.0%
Chaparral Steel Co.	42,900		1,784,211
TOTAL MATERIALS			2,173,347
TELECOMMUNICATION SERVICES - 2.6%
Diversified Telecommunication Services - 2.6%
Qwest Communications International, Inc. (a)	264,014		2,278,441
Common Stocks - continued
	Shares		Value (Note 1)
UTILITIES - 4.3%
Independent Power Producers & Energy Traders - 4.3%
AES Corp. (a)	4,400		$ 96,756
TXU Corp.	58,440		3,689,317
			3,786,073
TOTAL COMMON STOCKS (Cost $76,236,834)		84,440,618
Money Market Funds - 3.5%

Fidelity Cash Central Fund, 5.34% (b) (Cost $3,154,262)	3,154,262		3,154,262
TOTAL INVESTMENT PORTFOLIO - 98.5% (Cost $79,391,096)			87,594,880
NET OTHER ASSETS - 1.5%			1,313,039
NET ASSETS - 100%		$ 88,907,919

Legend

(a) Non-income producing

Affiliated Central Funds

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

Fund	Income earned
Fidelity Cash Central Fund	$ 178,533
Fidelity Securities Lending Cash Central Fund	4,926
Total	$ 183,459

Income Tax Information

At October 31, 2006, the fund had a capital loss carryforward of approximately $2,805,868 all of which will expire on October 31, 2011.

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

Annual Report

Financial Statements

Statement of Assets and Liabilities

	October 31, 2006

Assets
Investment in securities, at value - See accompanying schedule: Unaffiliated issuers (cost $76,236,834)	$ 84,440,618
Fidelity Central Funds (cost $3,154,262)	3,154,262
Total Investments (cost $79,391,096)		$ 87,594,880
Receivable for investments sold		3,431,282
Receivable for fund shares sold		55,598
Dividends receivable		15,104
Interest receivable		24,639
Receivable from investment adviser for expense reductions		19,050
Other receivables		489
Total assets		91,141,042

Liabilities
Payable for investments purchased	$ 1,552,341
Payable for fund shares redeemed	557,228
Accrued management fee	55,447
Other affiliated payables	25,836
Other payables and accrued expenses	42,271
Total liabilities		2,233,123

Net Assets		$ 88,907,919
Net Assets consist of:
Paid in capital		$ 83,523,072
Accumulated undistributed net realized gain (loss) on investments		(2,818,937)
Net unrealized appreciation (depreciation) on investments		8,203,784
Net Assets, for 7,214,768 shares outstanding		$ 88,907,919
Net Asset Value, offering price and redemption price per share ($88,907,919 ÷ 7,214,768 shares)		$ 12.32

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

Annual Report

Financial Statements - continued

Statement of Operations

	Year ended October 31, 2006

Investment Income
Dividends		$ 917,301
Special dividends		123,413
Interest		6,383
Income from Fidelity Central Funds		183,459
Total income		1,230,556

Expenses
Management fee Basic fee	$ 637,635
Performance adjustment	124,244
Transfer agent fees	312,433
Accounting and security lending fees	42,884
Custodian fees and expenses	9,972
Independent trustees' compensation	443
Registration fees	31,109
Audit	45,084
Legal	2,606
Miscellaneous	8,088
Total expenses before reductions	1,214,498
Expense reductions	(113,055)	1,101,443
Net investment income (loss)		129,113
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	9,189,826
Futures contracts	164,834
Total net realized gain (loss)		9,354,660
Change in net unrealized appreciation (depreciation) on: Investment securities	77,296
Futures contracts	(35,815)
Total change in net unrealized appreciation (depreciation)		41,481
Net gain (loss)		9,396,141
Net increase (decrease) in net assets resulting from operations		$ 9,525,254

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

Annual Report

Statement of Changes in Net Assets

	Year ended October 31, 2006	Year ended October 31, 2005
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 129,113	$ 288,186
Net realized gain (loss)	9,354,660	6,995,947
Change in net unrealized appreciation (depreciation)	41,481	5,083,659
Net increase (decrease) in net assets resulting from operations	9,525,254	12,367,792
Distributions to shareholders from net investment income	(442,449)	(128,489)
Share transactions Proceeds from sales of shares	73,306,748	97,160,584
Reinvestment of distributions	418,321	122,574
Cost of shares redeemed	(104,162,373)	(38,158,401)
Net increase (decrease) in net assets resulting from share transactions	(30,437,304)	59,124,757
Redemption fees	7,379	17,708
Total increase (decrease) in net assets	(21,347,120)	71,381,768

Net Assets
Beginning of period	110,255,039	38,873,271
End of period (including undistributed net investment income of $0, and undistributed net investment income of $159,778, respectively)	$ 88,907,919	$ 110,255,039
Other Information Shares
Sold	6,079,658	8,970,777
Issued in reinvestment of distributions	35,006	12,482
Redeemed	(8,598,018)	(3,538,668)
Net increase (decrease)	(2,483,354)	5,444,591

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

Annual Report

Financial Highlights

Years ended October 31,	2006	2005	2004	2003	2002
Selected Per-Share Data
Net asset value, beginning of period	$ 11.37	$ 9.14	$ 8.29	$ 7.26	$ 10.54
Income from Investment Operations
Net investment income (loss)^B	.01^E	.04^F	-^H	.02	(.07)
Net realized and unrealized gain (loss)	.98	2.22	.87	1.01	(3.21)
Total from investment operations	.99	2.26	.87	1.03	(3.28)
Distributions from net investment income	(.04)	(.03)	(.02)	-	-
Redemption fees added to paid in capital^{B, H}	-	-	-	-	-
Net asset value, end of period	$ 12.32	$ 11.37	$ 9.14	$ 8.29	$ 7.26
Total Return^A	8.72%	24.78%	10.51%	14.19%	(31.12)%
Ratios to Average Net Assets^{C, G}
Expenses before reductions	1.08%	1.01%	1.07%	1.08%	1.33%
Expenses net of fee waivers, if any	1.00%	1.01%	1.07%	1.08%	1.33%
Expenses net of all reductions	.98%	.98%	1.02%	1.03%	1.20%
Net investment income (loss)	.12%^E	.40%^F	.01%	.20%	(.71)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 88,908	$ 110,255	$ 38,873	$ 33,581	$ 33,214
Portfolio turnover rate^D	202%	158%	201%	199%	256%

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

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

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

^E Investment income per share reflects a 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%.

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

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

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

Annual Report

Notes to Financial Statements

For the period ended October 31, 2006

1. Significant Accounting Policies.

Fidelity Focused Stock Fund (the Fund) is a fund of Fidelity Capital Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund may invest in Fidelity Central Funds which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the Fund, which are also consistently followed by the Fidelity Central Funds:

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Investment Transactions and Income. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. 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. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

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

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation	$ 9,197,218
Unrealized depreciation	(1,006,504)
Net unrealized appreciation (depreciation)	8,190,714
Capital loss carryforward	(2,805,868)

Cost for federal income tax purposes	$ 79,404,166

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

	October 31, 2006	October 31, 2005
Ordinary Income	$ 442,449	$ 128,489

Short-Term Trading (Redemption) Fees. During the period, shares held in the Fund less than 30 days were subject to a redemption fee equal to .75% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital. On July 20, 2006, the Board of Trustees approved the removal of the redemption fee beginning July 24, 2006 for shares redeemed from accounts held directly with Fidelity, and on or before September 1, 2006 for shares redeemed through intermediaries.

2. Operating Policies.

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Repurchase Agreements - continued

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.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $217,905,744 and $246,284,893, respectively.

4. Fees and Other Transactions with Affiliates.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

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.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $319 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. 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 $4,926.

7. 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 $91,497.

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 $20,307 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 $1,251.

8. Other.

Annual Report

8. Other - continued

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Capital Trust and the Shareholders of Fidelity Focused Stock Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Focused Stock Fund (a fund of Fidelity Capital Trust) at October 31, 2006, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Focused Stock Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2006 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

December 21, 2006

Annual Report

Trustees and Officers

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

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
Edward C. Johnson 3d (76)
	Year of Election or Appointment: 1978 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR Corp.; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of Fidelity International Limited (FIL).
Stephen P. Jonas (53)
	Year of Election or Appointment: 2005 Mr. Jonas is Senior Vice President of Focused Stock (2005-present). He also serves as Senior Vice President of other Fidelity funds (2005- present). Mr. Jonas is Executive Director of FMR (2005-present) and FMR Co., Inc. (2005-present). He also serves as a Director of Fidelity Investments Money Management, Inc. (2005-present) and FMR Corp. (2003-present). Previously, Mr. Jonas served as President of Fidelity Enterprise Operations and Risk Services (2004-2005), Chief Administrative Officer (2002-2004), and Chief Financial Officer of FMR Corp. (1998-2002). In addition, he serves on the Boards of Boston Ballet (2003-present) and Simmons College (2003-present).
Robert L. Reynolds (54)
	Year of Election or Appointment: 2003 Mr. Reynolds is President and a Director of FMR (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and FMR Co., Inc. (2005-present). Mr. Reynolds also serves as Vice Chairman (2006-present), a Director (2003-present), and Chief Operating Officer of FMR Corp. and a Director of Strategic Advisers, Inc. (2005-present). He also serves on the Board at Fidelity Investments Canada, Ltd.

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

Annual Report

Independent Trustees:

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

Name, Age; Principal Occupation
Dennis J. Dirks (58)
	Year of Election or Appointment: 2005 Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
Albert R. Gamper, Jr. (64)
	Year of Election or Appointment: 2006 Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (1989-2002). He currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2001-present), Chairman of the Board of Governors, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System.
George H. Heilmeier (70)
	Year of Election or Appointment: 2004 Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), and HRL Laboratories (private research and development, 2004-present). He is Chairman of the General Motors Science & Technology Advisory Board and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002), INET Technologies Inc. (telecommunications network surveillance, 2001-2004), and Teletech Holdings (customer management services). He is the recipient of the 2005 Kyoto Prize in Advanced Technology for his invention of the liquid crystal display, and a member of the Consumer Electronics Hall of Fame.
Marie L. Knowles (60)
	Year of Election or Appointment: 2001 Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002-present). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
Ned C. Lautenbach (62)
	Year of Election or Appointment: 2000 Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation (2006-present) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
William O. McCoy (73)
	Year of Election or Appointment: 1997 Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Duke Realty Corporation (real estate). He is also a partner of Franklin Street Partners (private investment management firm). In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors for the University of North Carolina at Chapel Hill and currently serves as Chairman of the Board of Directors of the University of North Carolina Health Care System. He also served as Vice President of Finance for the University of North Carolina (16-school system).
Cornelia M. Small (62)
	Year of Election or Appointment: 2005 Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (67)
	Year of Election or Appointment: 2002 Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), and Metalmark Capital (private equity investment firm, 2005-present). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
Kenneth L. Wolfe (67)
	Year of Election or Appointment: 2005 Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003-present), Bausch & Lomb, Inc., and Revlon Inc. (2004-present).

Annual Report

Advisory Board Members and Executive Officers:

Name, Age; Principal Occupation
James H. Keyes (66)
	Year of Election or Appointment: 2006 Member of the Advisory Board of Fidelity Capital Trust. Prior to his retirement in 2003, Mr. Keyes was Chairman, President, and Chief Executive Officer of Johnson Controls, Inc. (automotive supplier, 1993-2003). He currently serves as a member of the boards of LSI Logic Corporation (semiconductor technologies), Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, 2002-present), and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions).
Peter S. Lynch (62)
	Year of Election or Appointment: 2003 Member of the Advisory Board of Fidelity Capital Trust. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001- present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Dwight D. Churchill (52)
	Year of Election or Appointment: 2005 Vice President of Focused Stock. Mr. Churchill also serves as Vice President of certain Equity Funds (2005-present). Mr. Churchill is Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Churchill served as Senior Vice President of Fidelity Investments Money Management, Inc. (2005-2006), Head of Fidelity's Fixed-Income Division (2000-2005), Vice President of Fidelity's Money Market Funds (2000-2005), Vice President of Fidelity's Bond Funds, and Senior Vice President of FMR.
Robert J. Haber (48)
	Year of Election or Appointment: 2004 Mr. Haber is Vice President of Focused Stock. Prior to assuming his current responsibilities, Mr. Haber worked as a research analyst, manager, Senior Vice President, and Chief Investment Officer of Fidelity Investments Canada. Mr. Haber also serves as Vice President of FMR and FMR Co., Inc. (2006).
Eric D. Roiter (57)
	Year of Election or Appointment: 1998 Secretary of Focused Stock. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (1998-2005).
Stuart Fross (47)
	Year of Election or Appointment: 2003 Assistant Secretary of Focused Stock. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003-present), Vice President and Secretary of FDC (2005-present), and is an employee of FMR.
Christine Reynolds (48)
	Year of Election or Appointment: 2004 President and Treasurer of Focused Stock. Ms. Reynolds also serves as President and Treasurer of other Fidelity funds (2004-present) and is a Vice President (2003-present) and an employee (2002-present) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.
R. Stephen Ganis (40)
	Year of Election or Appointment: 2006 Anti-Money Laundering (AML) officer of Focused Stock. Mr. Ganis also serves as AML officer of other Fidelity funds (2006-present) and FMR Corp. (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (58)
	Year of Election or Appointment: 2006 Chief Financial Officer of Focused Stock. Mr. Hollis also serves as Chief Financial Officer of other Fidelity funds. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (59)
	Year of Election or Appointment: 2004 Chief Compliance Officer of Focused Stock. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004-present) and Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (45)
	Year of Election or Appointment: 2005 Deputy Treasurer of Focused Stock. Mr. Mehrmann also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kimberley H. Monasterio (42)
	Year of Election or Appointment: 2004 Deputy Treasurer of Focused Stock. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Kenneth B. Robins (37)
	Year of Election or Appointment: 2005 Deputy Treasurer of Focused Stock. Mr. Robins also serves as Deputy Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (39)
	Year of Election or Appointment: 2005 Assistant Treasurer of Focused Stock. Mr. Byrnes also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
John H. Costello (60)
	Year of Election or Appointment: 1996 Assistant Treasurer of Focused Stock. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
Peter L. Lydecker (52)
	Year of Election or Appointment: 2004 Assistant Treasurer of Focused Stock. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.
Mark Osterheld (51)
	Year of Election or Appointment: 2002 Assistant Treasurer of Focused Stock. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
Gary W. Ryan (48)
	Year of Election or Appointment: 2005 Assistant Treasurer of Focused Stock. Mr. Ryan also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
Salvatore Schiavone (40)
	Year of Election or Appointment: 2005 Assistant Treasurer of Focused Stock. Mr. Schiavone also serves as Assistant Treasurer of other Fidelity funds (2005-present) and is an employee of FMR (2005-present). Before joining Fidelity Investments, Mr. Schiavone worked at Deutsche Asset Management, where he most recently served as Assistant Treasurer (2003-2005) of the Scudder Funds and Vice President and Head of Fund Reporting (1996-2003).

Annual Report

Distributions

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

The fund will notify shareholders in January 2007 of amounts for use in preparing 2006 income tax returns.

Annual Report

Proxy Voting Results

PROPOSAL 1
To elect a Board of Trustees. ^A
	# of Votes	% of Votes
Dennis J. Dirks
Affirmative	18,984,087,768.24	96.277
Withheld	734,128,039.90	3.723
TOTAL	19,718,215,808.14	100.000
Albert R. Gamper, Jr.
Affirmative	18,972,066,364.22	96.216
Withheld	746,149,443.92	3.784
TOTAL	19,718,215,808.14	100.000
Robert M. Gates
Affirmative	18,939,072,824.91	96.049
Withheld	779,142,983.23	3.951
TOTAL	19,718,215,808.14	100.000
George H. Heilmeier
Affirmative	18,924,535,963.81	95.975
Withheld	793,679,844.33	4.025
TOTAL	19,718,215,808.14	100.000
Edward C. Johnson 3d
Affirmative	18,871,094,149.22	95.704
Withheld	847,121,658.92	4.296
TOTAL	19,718,215,808.14	100.000
Stephen P. Jonas
Affirmative	18,962,549,074.38	96.168
Withheld	755,666,733.76	3.832
TOTAL	19,718,215,808.14	100.000
James H. Keyes^B
Affirmative	18,951,323,897.48	96.111
Withheld	766,891,910.66	3.889
TOTAL	19,718,215,808.14	100.000
Marie L. Knowles
Affirmative	18,948,733,631.68	96.098
Withheld	769,482,176.46	3.902
TOTAL	19,718,215,808.14	100.000
	# of Votes	% of Votes
Ned C. Lautenbach
Affirmative	18,955,192,662.21	96.130
Withheld	763,023,145.93	3.870
TOTAL	19,718,215,808.14	100.000
William O. McCoy
Affirmative	18,901,077,394.54	95.856
Withheld	817,138,413.60	4.144
TOTAL	19,718,215,808.14	100.000
Robert L. Reynolds
Affirmative	18,956,972,615.07	96.139
Withheld	761,243,193.07	3.861
TOTAL	19,718,215,808.14	100.000
Cornelia M. Small
Affirmative	18,967,158,466.26	96.191
Withheld	751,057,341.88	3.809
TOTAL	19,718,215,808.14	100.000
William S. Stavropoulos
Affirmative	18,918,672,661.66	95.945
Withheld	799,543,146.48	4.055
TOTAL	19,718,215,808.14	100.000
Kenneth L. Wolfe
Affirmative	18,959,278,859.57	96.151
Withheld	758,936,948.57	3.849
TOTAL	19,718,215,808.14	100.000
^A Denotes trust-wide proposal and voting results. ^B Effective on or about January 1, 2007.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Focused Stock Fund

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Focused Stock Fund

The Board reviewed the fund's relative investment performance against its Lipper peer group and stated that the performance of the fund was in the first quartile for the one- and three-year periods and the third quartile for the five-year period. The Board also stated that the relative investment performance of the fund compared favorably to its benchmark for the one- and three-year periods, although the fund's five-year cumulative total return was lower than its benchmark. The Board also reviewed the fund's relative investment performance against a customized peer group based on a combination of categories defined by Morningstar.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Focused Stock Fund

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2005. The Board noted that the performance adjustment for each year represents calculations for rolling 36-month periods that differ from the periods shown in the performance charts above.

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

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

The Board noted that the fund's total expenses ranked below its competitive median for 2005.

Annual Report

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

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board further concluded that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

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
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

Annual 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

Annual 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 (formerly Fidelity Management & Research (Far East) Inc.)

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

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-UANN-1206
1.784778.103

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

Item 2. Code of Ethics

As of the end of the period, October 31, 2006, Fidelity Capital Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Capital Appreciation Fund, Fidelity Disciplined Equity Fund, Fidelity Focused Stock Fund and Fidelity Value Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2006^A	2005^A
Fidelity Capital Appreciation Fund	$82,000	$75,000
Fidelity Disciplined Equity Fund	$71,000	$65,000
Fidelity Focused Stock Fund	$39,000	$35,000
Fidelity Value Fund	$101,000	$86,000
All funds in the Fidelity Group of Funds audited by PwC	$13,400,000	$11,900,000

^A	Aggregate amounts may reflect rounding.

For the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Audit Fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for Fidelity Small Cap Independence Fund and Fidelity Stock Selector (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund	2006^A	2005^A
Fidelity Small Cap Independence Fund	$39,000	$34,000
Fidelity Stock Selector	$44,000	$39,000
All funds in the Fidelity Group of Funds audited by Deloitte Entities	$6,500,000	$5,400,000

^A	Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2006^A	2005 ^A
Fidelity Capital Appreciation Fund	$0	$0
Fidelity Disciplined Equity Fund	$0	$0
Fidelity Focused Stock Fund	$0	$0
Fidelity Value Fund	$0	$0

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Audit-Related Fees billed by Deloitte Entities for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund	2006^A	2005 ^A
Fidelity Small Cap Independence Fund	$0	$0
Fidelity Stock Selector	$0	$0

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By	2006 ^A	2005^A
PwC	$0	$0
Deloitte Entities	$0	$0

^A	Aggregate amounts may reflect rounding.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund	2006^A	2005^A
Fidelity Capital Appreciation Fund	$3,600	$3,400
Fidelity Disciplined Equity Fund	$2,700	$2,500
Fidelity Focused Stock Fund	$2,700	$2,500
Fidelity Value Fund	$3,600	$3,400

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Tax Fees billed by Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund	2006^A	2005^A
Fidelity Small Cap Independence Fund	$4,000	$3,900
Fidelity Stock Selector	$4,000	$3,800

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Tax Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2006^A	2005^A
PwC	$0	$0
Deloitte Entities	$0	$0

^A	Aggregate amounts may reflect rounding.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund	2006^A	2005^A
Fidelity Capital Appreciation Fund	$6,700	$7,100
Fidelity Disciplined Equity Fund	$5,900	$5,900
Fidelity Focused Stock Fund	$1,300	$1,400
Fidelity Value Fund	$12,300	$11,100

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Other Fees billed by Deloitte Entities for all other non-audit services rendered to the funds is shown in the table below.

Fund	2006^A	2005^A
Fidelity Small Cap Independence Fund	$0	$0
Fidelity Stock Selector	$0	$0

^A	Aggregate amounts may reflect rounding.

In each of the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate Other Fees billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By	2006^A	2005^A
PwC	$20,000	$420,000
Deloitte Entities	$255,000	$210,000

^A	Aggregate amounts may reflect rounding.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2006 and October 31, 2005 on behalf of each fund.

There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2006 and October 31, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2006 and October 31, 2005 on behalf of each fund.

All Other Fees:

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended October 31, 2006 and October 31, 2005 on behalf of each fund.

(f) Not applicable.

(g) For the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate fees billed by PwC of $760,000^A and $1,650,000^A,Bfor non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2006^A	2005^A
Covered Services	$60,000	$450,000
Non-Covered Services	$700,000	$1,200,000^B

^A	Aggregate amounts may reflect rounding.
^B	Reflects current period presentation.

For the fiscal years ended October 31, 2006 and October 31, 2005, the aggregate fees billed by Deloitte Entities of $795,000^Aand $560,000^A,Bfor non-audit services rendered on behalf of the fund, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

	2006^A	2005^A
Covered Services	$265,000	$250,000
Non-Covered Services	$530,000	$310,000^B

^A	Aggregate amounts may reflect rounding.
^B	Reflects current period presentation.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No.1, regarding their independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures

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

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

Item 12. Exhibits

(a)	(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

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

Fidelity Capital Trust

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

Date:	December 22, 2006

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

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

Date:	December 22, 2006

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

Date:	December 22, 2006

Disciplined Equity

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2006

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Proxy Voting Results

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Capital Appreciation

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2006

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Proxy Voting Results

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Stock Selector

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2006

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Proxy Voting Results

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Small Cap Independence Fund

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2006

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Trustees and Officers

Distributions

Proxy Voting Results

Board Approval of Investment Advisory Contracts and Management Fees

Managing Your Investments

To Write Fidelity

To Visit Fidelity

Value

Contents

Chairman's Message

Performance: The Bottom Line

Management's Discussion of Fund Performance

Shareholder Expense Example

Investment Changes

Investments October 31, 2006

Small Cap Independence
Fund