United States
Securities and Exchange Commission
Washington, D.C.  20549

Form 13F

FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2009

Check here if Amendment  [ X ]; Amendment Number:  1
This Amendment (Check only one):	[  ] is a restatement
					[ X ] adds new holdings entries

Institutional Investment Manager Filing this Report:

Name:		FIL Limited
Address:	P.O. Box H.M.  670
		Hamilton, Bermuda


13F File Number:	28-939

The institutional investment manager filing this report and the
person by whom it is signed hereby represent that the person
signing the report is authorized to submit it, that all information
contained herein is true, correct and complete, and that it is understood
that all required items, statements, schedules, lists, and tables, are
considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:	Scott C. Goebel
Title:	Senior Vice President and General Counsel,
        Fidelity Management & Research Company
Phone:	617-563-0371
Signature, Place, and Date of Signing:


/s/Scott C. Goebel	   Boston, MA	   August 27, 2009

Report Type (Check only one.):
[ X]		13F HOLDINGS REPORT.

[  ] 		13F NOTICE

[  ]		13F COMBINATION REPORT


List of Other Included Managers:

NONE




FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:			0

Form 13F Information Table Entry Total:			1

Form 13F Information Table Value Total:			$47,633	(x1000)




                                                           VALUE    SHARES/ SH/ PUT/ INVSTMT             -----VOTING AUTHORITY----
NAME OF ISSUER               . -TITLE OF CLASS- --CUSIP--   X$1000  PRN AMT PRN CALL DSCRETN.-MANAGERS      SOLE   SHARED     NONE
                                                                                               
INGERSOLL-RAND COMPANY LTD	CL A		G4776G101   47633   227910  SH	     DEFINED  	          227910	0        0