Supplement to the
Fidelity^® Growth & Income II Portfolio
August 29, 2007
Prospectus

Fidelity^® Growth & Income II Portfolio has been renamed Fidelity Mega Cap Stock Fund. All references to Fidelity Growth & Income II Portfolio throughout this prospectus should be replaced with Fidelity Mega Cap Stock Fund.

<R>Fidelity Mega Cap Stock Fund is composed of multiple classes of shares. References to the fund are deemed to include class where applicable.</R>

The following replaces the first and second bullet under the "Investment Summary" heading in the "Fund Summary" section on page 3.

Principal Investment Strategies

• Normally investing at least 80% of assets in common stocks of companies with mega market capitalizations (which, for purposes of this fund, are those companies with market capitalizations similar to companies in the Russell Top 200^® Index or the Standard & Poor's 100 Index (S&P 100^®)).

<R>The following information replaces the similar information found under the heading "Year-by-Year Returns" in the "Fund Summary" section on page 4.</R>

<R>Mega Cap Stock</R>
<R>Calendar Years</R>	<R>1999</R>	<R>2000</R>	<R>2001</R>	<R>2002</R>	<R>2003</R>	<R>2004</R>	<R>2005</R>	<R>2006</R>	<R>2007</R>
	<R>8.09%</R>	<R>-3.89%</R>	<R>-9.14%</R>	<R>-17.06%</R>	<R>23.16%</R>	<R>5.75%</R>	<R>7.48%</R>	<R>12.84%</R>	<R>11.05%</R>

<R>

</R>

<R>During the periods shown in the chart for Mega Cap Stock:</R>	<R>Returns</R>	<R>Quarter ended</R>
<R>Highest Quarter Return</R>	<R> 13.50%</R>	<R>June 30, 2003</R>
<R>Lowest Quarter Return</R>	<R> -14.24%</R>	<R>June 30, 2002</R>

<R>GII-08-02 February 1, 2008
1.734047.114</R>

<R>The following information replaces the similar information found under the heading "Average Annual Returns" in the "Fund Summary" section on page 4.</R>

<R>For the periods ended December 31, 2007</R>	<R>Past 1 year</R>	<R>Past 5 years</R>	<R>Life of fund A</R>
<R>Mega Cap Stock</R>
<R>Return Before Taxes</R>	<R> 11.05%</R>	<R> 11.89%</R>	<R> 3.69%</R>
<R>Return After Taxes on Distributions</R>	<R> 9.66%</R>	<R> 11.38%</R>	<R> 3.25%</R>
<R>Return After Taxes on Distributions and Sale of Fund Shares</R>	<R> 8.06%</R>	<R> 10.27%</R>	<R> 3.00%</R>
<R>S&P 500® Index (reflects no deduction for fees, expenses, or taxes)</R>	<R> 5.49%</R>	<R> 12.83%</R>	<R> 3.68%</R>

<R>^A From December 28, 1998.</R>

The following information supplements information found under the "Average Annual Returns" heading in the "Fund Summary" section beginning on page 4.

Going forward, the fund also will compare its performance to the Russell Top 200 Index. Russell Top 200 Index is a market capitalization-weighted index of stocks of the 200 largest companies in the Russell 3000^® Index of the 3000 largest U.S. domiciled companies.

The following information replaces the first paragraph under "Principal Investment Strategies" under the "Investments Details" heading in the "Fund Basics" section on page 6.

Principal Investment Strategies

Fidelity Management & Research Company (FMR) normally invests at least 80% of the fund's assets in common stocks of companies with mega market capitalizations. Although a universal definition of mega market capitalization companies does not exist, for purposes of this fund, FMR generally defines mega market capitalization companies as those whose market capitalization is similar to the market capitalization of companies in the Russell Top 200 Index or the S&P 100. A company's market capitalization is based on its current market capitalization or its market capitalization at the time of the fund's investment. The size of the companies in each index changes with market conditions and the composition of the index.

The description of "Debt Securities" under "Description of Principal Security Types" in the "Fund Basics" section on page 6 is removed.

The following information is added under the "Investment Details" heading in the "Fund Basics" section on page 8.

Shareholder Notice

The following policy is subject to change only upon 60 days' prior notice to shareholders:

Mega Cap Stock Fund normally invests at least 80% of its assets in common stocks of companies with mega market capitalizations.

The following information replaces similar information found under the "Buying and Selling Shares" heading in the "Shareholder Information" section beginning on page 10.

The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.

Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to a fund (such as brokerage commissions), disrupting portfolio management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's NAV.

The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in the fund is measured by the number of roundtrip transactions in a shareholder's account. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.

Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject or cancel purchases or exchanges that, in FMR's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.

The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a retirement plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s) or other strategy funds. A qualified fund of fund(s) is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the Fidelity funds' excessive trading policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies designed to control frequent trading that are reasonably likely to be effective as determined by the Fidelity funds' Treasurer.

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares among retirement plans and financial intermediaries such as brokers, advisers and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described above), or their own excessive trading policy if approved by Fidelity. In these cases, the fund will typically not request or receive individual account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading activity at the omnibus account level to attempt to identify disruptive trades, focusing on transactions in excess of $250,000. The fund may request transaction information, as frequently as daily, from any intermediary at any time, and may apply the fund's policy to such transactions exceeding $5,000. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. Fidelity will apply these policies through a phased implementation. There is no assurance that Fidelity will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block, employer and participant contributions and loan repayments by the participant may still be invested in the fund.

The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs, as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Adviser transactions will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policies). A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give FMR sufficient information to permit FMR to identify the individual accounts in the wrap program.

The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive or disruptive trading than those stated in this prospectus. The fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The fund reserves the right to modify its policies at any time without prior notice to shareholders.

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the policies described above.

As described above in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders.

There is no assurance that the fund's excessive trading policies will be effective, or will successfully detect or deter excessive or disruptive trading.

<R>The following information replaces the second paragraph found under the "Dividends and Capital Gain Distribution" heading in the "Shareholder Information" section on page 18.</R>

<R>The fund normally pays dividends and capital gains distributions in August and December.</R>

The following information replaces the biographical information for James Catudal in the "Fund Management" section on page 21.

Richard Mace is manager of Mega Cap Stock Fund, which he has managed since November 2007. Since joining Fidelity Investments in 1987, Mr. Mace has worked as a research analyst and portfolio manager.

The following information supplements the information found on the back cover.

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.